Giant Mining Corp. — Management Reports 2023

Oct 31, 2023

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Management Discussion and Analysis For the year ended June 30, 2023

This Management's Discussion and Analysis (“MD&A”) of Majuba Hill Copper Corp. (the ”Company”, “JUBA”) provides information that management believes is relevant to the assessment and understanding of the Company’s results of operations and financial condition for the year ended June 30, 2023. This MD&A supplements the consolidated financial statements of the Company and the notes thereto for the year ended June 30, 2023. This MD&A should be read in conjunction with the Company’s audited consolidated financial statements and corresponding notes for the fiscal year ended June 30, 2023, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A is prepared as of October 30, 2023.

Except as otherwise disclosed, all dollar figures included herein are quoted in Canadian dollars. The following discussion and analysis provides information that management believes is relevant to the assessment and understanding of the Company’s results of operations and financial condition. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca.

FORWARD-LOOKING INFORMATION

This discussion contains “forward-looking statements” that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.

This MD&A may contain forward-looking statements that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

COMPANY OVERVIEW

Majuba Hill Copper Corp. (“the Company”) was incorporated on March 10, 2017 under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 1500 – 1055 West Georgia Street, Vancouver, BC. The Company was listed on the Canadian Securities Exchange (“CSE”) under the symbol “NP” subsequent to the completion of its Initial Public Offering on December 19, 2017.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.

1

LIQUIDITY AND CAPITAL RESOURCES

The Company’s activities have been funded through equity financings and the Company expects it will continue to be able to utilize this source of financing until it develops cash flow from future operations. There can be no assurances the Company will be successful in its endeavors. If such funds are not available or other sources of finance cannot be obtained, then the Company will be forced to curtail its activities to a level for which funding is available or can be obtained.

As at June 30, 2023, the Company had cash of $305,339 compared to a June 30, 2022 cash balance of $1,044,966. The Company has not pledged any of its assets as security for debt financings and is not subject to any debt covenants.

HIGHLIGHTS

• On July 22, 2022, the Company issued 10,500,000 units at $0.20 per unit for proceeds of $2,100,000. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on July 22, 2023.

• On August 16, 2022, the Company issued 6,713,830 units at $0.20 per unit for proceeds of $1,342,766. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on August 16, 2023.

• On August 24, 2022, the Company granted 1,470,588 RSUs to a consultant of the Company.

• On September 1, 2022, the Company issued 1,870,588 common shares pursuant to the vesting of RSUs.

• On September 6, 2022, the Company issued 1,100,000 common shares pursuant to the vesting of RSUs.

• On September 12, 2022, the Company issued 1,000,000 common shares pursuant to the vesting of RSUs.

• On September 14, 2022, the Company announced that it had engaged Creative Direct Marketing Group, Inc. to act as its agent in the procurement of tangible and intangible personal property and media in furtherance of a program of advertising for a term of up to five years, in consideration of an aggregate US$1,562,589. The Company also renewed its agreement with TD Media to provide digital marketing services for a four-week term in consideration of a payment of US$150,000.

• On December 13, 2022, the Company granted 1,250,000 stock options to consultants of the Company.

• On December 19, 2022, the Company issued 650,000 common shares for proceeds of $120,250 pursuant to the exercise of stock options.

• On January 3, 2023, the Company issued 100,000 common shares pursuant to the vesting of RSUs.

• On January 5, 2023, the Company announced that it had engaged LFG Equities Corp. for digital media services through social media channels and online media placements for a 6-month term in consideration payment of up to $300,000 and 785,000 stock options.

• On January 5, 2023, the Company issued 300,000 common shares for proceeds of $55,500 pursuant to the exercise of stock options.

• On January 6, 2023, the Company issued 785,000 common shares for proceeds of $200,175 pursuant to the exercise of stock options.

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• On February 6, 2023, the Company issued 300,000 common shares for proceeds of $55,500 pursuant to the exercise of stock options.

• On March 15, 2023, the Company granted 300,000 RSUs to a consultant of the Company.

• On May 3, 2023, the Company issued 8,816,666 units at $0.15 per unit for proceeds of $1,322,500 and 666,667 units at $0.15 per unit to settle the debt in the amount of $100,000, resulting in no gain or loss. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.40 per common share expiring on May 3, 2024.

• On May 19, 2023, the Company granted 200,000 RSUs to a consultant of the Company.

• On May 19, 2023, the Company granted 200,000 stock options to a consultant of the Company.

• On July 17, 2023, the Company issued 300,000 common shares pursuant to the vesting of RSUs.

• On September 7, 2023, the Company granted 2,200,000 RSUs to consultants of the Company.

• On September 7, 2023, the Company granted 1,000,000 stock options to consultants of the Company.

• On September 11, 2023, the Company issued 1,050,000 common shares pursuant to the vesting of RSUs.

• On September 21, 2023, the Company issued 600,000 common shares pursuant to the vesting of RSUs.

• On October 3, 2023, the Company issued 150,000 common shares pursuant to the vesting of RSUs.

• On October 5, 2023, the Company announced that it has entered into a Share Exchange Agreement (the ‘Agreement’) with 1429570 BC Ltd. to earn up to 100% in the Copper Chest Property located on the Bonavista Peninsula in Newfoundland. Pursuant to the Agreement the Company must issue 13,260,000 common shares of the Company in exchange for 100% issued and outstanding shares of 1429570 BC Ltd.

SUMMARY OF QUARTERLY RESULTS

		Three months ended	Three months ended
	Jun 30, 2023	Mar 31, 2023	Dec 31, 2022	Sep 30, 2022
Net loss and comprehensive loss	$ (972,810)	$ (441,334)	$ (780,119)	$ (2,901,256)
Basic and diluted lossper share	$ (0.02)	$ (0.01)	$ (0.02)	$ (0.09)
		Three months ended
	Jun 30, 2022	Mar 31, 2022	Dec 31, 2021	Sep 30, 2021
Net loss and comprehensive loss	$ (1,094,554)	$ (2,968,101)	$ (2,572,651)	$ (1,252,259)
Basic and diluted lossper share	$ (0.06)	$ (0.02)	$ (0.02)	$ (0.02)

3

RESULTS OF OPERATIONS

	Year ended
	June 30,
	2023
	$
Expenses
Consulting fees	699,920
General and administrative	28,125
General exploration	20,551
Investor relations	1,717,013
Management fees	492,000
Professional fees	83,459
Rent	-
Share-based payments	1,687,268
Transfer agent and filing fees	55,943
Travel	22,014
Total expenses	4,806,293
Other Item
Provision for Sale Tax payable	289,226
Net loss and comprehensive loss	5,095,519

During the year ended June 30, 2023, the Company had a net loss and comprehensive loss of $5,095,519 compared to a loss of $7,887,565 for the year ended June 30, 2022. Consulting fees increased by $220,418, and management fees were reduced by $472,000. There was also a decrease of $401,911 in investor relations and $2,101,069 in share-based payments over the prior year period.

4

EXPLORATION AND EVALUATION ASSETS

	Majuba Hill Property
	$
Acquisition costs:
Balance, June 30, 2021	405,493
Additions	159,472
Balance, June 30, 2022	564,965
Additions	169,566
Balance,June 30,2023	734,531
Exploration costs:
Balance, June 30, 2021	1,893,272
Assay and analysis	316,052
Camp and crew costs	54,255
Drilling	1,158,045
Geological consulting	360,792
Transportation	37,755
Other expenses	378,347
Balance, June 30, 2022	4,198,518
Assay and analysis	115,855
Camp and crew costs	30,836
Drilling	1,666,282
Geological consulting	402,812
Transportation	52,229
Other expenses	245,508
Balance,June 30,2023	6 173 6,712,040
Carrying amounts:
Balance,June 30,2022	4,763,483
Balance,June 30,2023	7,446,571

Majuba Hill Copper Project

On May 28, 2018 (“Effective Date”), the Company entered into an Exploration Lease and Option to Purchase Agreement with Majuba Hill LLC, a Nevada limited liability company (the “Owner”), for the Majuba Hill Copper Project in Nevada, USA. The Owner has granted to the Company the exclusive option and right to acquire ownership of the property (the “Option”) for the final purchase price of US$4,000,000 due on or before May 28, 2028 and a series of minimum payments (“Minimum Payments”).

• i) Cash payments to be made:

• US$50,000 upon execution of the agreement; (paid)

• US$50,000 on or before May 28, 2019 (paid);

• US$75,000 on or before May 28, 2020 (paid);

• US$100,000 on or before May 28, 2021 (paid);

• US$125,000 on or before May 28, 2022 and each subsequent anniversary of the agreement date;

• ii) Shares to be issued:

• 7,500 upon execution of the agreement (issued);

• 7,500 on or before May 28, 2019 (issued);

• 7,500 on or before May 28, 2020 (issued);

• 7,500 on or before May 28, 2021 (issued); and

• iii) Exploration expenditures to be incurred:

• US$100,000 on or before May 28, 2019 (incurred);

• US$350,000 on or before May 28, 2020 (incurred);

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The Company will also pay to the Owner a production royalty (the “Royalty”) based on the Net Smelter Returns from the production and sale of Minerals from the Property. The Royalty percentage rate applicable to the production of Precious Metals will be three percent (3%). The Royalty percentage rate applicable to the production of Minerals, except Precious Metals, shall be one percent (1%).

The Company continued with their on-going, exploration and drilling programs at the Majuba Hill Copper Porphyry Project in Pershing County, Nevada. The 2021 exploration programs were based on the previous year’s work by Bam Bam combined with the historic database.

In May 2021 Zonge International completed a 49.5 line km Induced Polarization/Resistivity (IP) program to expand and extend the existing deep IP coverage. James Wright, a highly respected consulting geophysicist in Nevada, provided technical oversight and interpretation. In June 2021 Wright reported that the IP survey had identified a large, oval-shaped resistivity response on lines L7 to L9 northeast of the known oxide mineralization. This “789 Zone” has a 1500 m diameter and the eastern side of the 789 Zone is coincident with the north trending granodiorite/remanent magnetic zone.

Wright commented: “ The resistivity annulus suggests some form of intrusive with a surrounding resistivity alteration rim. Deep chargeability anomalies coincident with the rim indicate an increased sulfide association relative to the center.” He concluded: “Associated with this feature are both shallow and deep resistivity/chargeability anomalies consistent with a variant of the classic Guilbert and Lowell (1974) porphyry model.”

In October 2021 the Company received assay results for 997 soil samples collected to expand the historic and the 2020 results. Three coincident zones of anomalous copper, silver, and gold were identified at the - DeSoto Copper Oxide Target , the newly identified Copper Gold Target , and the newly identified Covered/Exotic(?) Copper Target . Each of these three zones are over 1 km long. The zones were outlined based on multiple sample sites (77 to 311 samples) with anomalous copper, silver, and gold geochemical values that are strongly coincident with each other. Each zone correlates with classic porphyry-copper alteration and mineralization indicators.

In August, September and October 2021 Bam Bam collected samples from previously unsampled core at the DeSoto Copper Oxide Target. These historic core holes contained several near-surface copper oxide/enriched intervals with azurite, malachite, chalcocite, and chrysocolla. A prominent northwest-trending magnetic linear occurs very close to the historic holes:

• MM-18: 105.7 ft (32.3 m) @ 0.62% Cu and 25.16 g/t Ag from 72 to 177.7 ft (21.9-54.2 m)

• MM-19: 22.6 ft (6.8 m) @ 0.26% Cu and 7.74 g/t Ag from 2.4 to 25 ft (0.8-7.6 m)

• DSM-02: 25.5 ft (7.8 m) @ 0.57% Cu and 28.09 g/t Ag from 152.5 to 178 ft (46.5-54.3 m)

• DSM-06: 25 ft (7.6 m) @ 0.64% Cu and 34.66 g/t Ag from 60 to 85 ft (18.3-25.9 m).

Assay results for ten (10) elements were summarized from the combined data and the compilation showed a distinct zoning of lead and zinc outward from the highest copper grades. This zoning suggests a significant likelihood of intersecting the favorable porphyry at depths of 30 meters (100 ft) to 300 meters (1000 ft).

Results for surface rock chip samples collected from areas of new drill road construction and outcrop sampling from areas with geophysical anomalies were received in September and late October 2021. The results are very encouraging with six (6) samples from the new road cuts in the known oxide area returning greater than 2,000 ppm (0.2%) copper and five (5) samples along this road returning good gold assays with a high of 0.638 g/t Au.

In total 98 samples were collected with copper ranging from 18 to 24,900 ppm (0.002% to 2.50% Cu), gold ranging from less than detection to 0.728 g/t, and silver ranging from less than detection to 1,425 g/t.

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Bam Bam’s 2021 drilling program was launched in September with over 4,500 meters of reverse-circulation (“RC”) and core holes planned. RC holes will test the Majuba Known Copper Oxide mineralization. RC holes will also test the DeSoto area. Core holes will test the Copper-Gold Target.

Initial visual observation of core in the Copper-Gold target area indicates that Bam Bam intersected more than 350 meters of intrusive diorite and has discovered a new Copper/Gold/Silver porphyry at Majuba Hill.

2021-2022 Highlights

2021-Reverse Circulation (RC) drilling

12,080 feet (3682 m) of RC drilling was completed in 15 holes to test the Majuba Target and DeSoto target areas. Results showed strong continuity for the copper mineralized envelopes and expanded the mineralization. Significant highlights are:

• MHB-10: 540 feet (164.6 m) from 215 to 755 feet@ 0.456% CuEQ

• MHB-21: 320 feet (97.5 m) from 975 - 1225 feet @ 0.371% CuEQ

• MHB-23: 130 feet (39.6 m) at the end of the hole from 870 to 1000 feet @ 0.356% CuEQ

2021-Core

2,820 feet (859 m) of core drilling was completed in 2 holes in the Copper-Gold Target area. Results were very significant for expanding the porphyry copper mineralization at Majuba Hill. Significant highlights are:

• Intersected diorite/granodiorite intrusive which we believe to be widespread with classic porphyry alteration that was previously unknown. The diorite appears to underlie the rhyolite intrusive.

• MHB-22 intersected significant intervals with potassic alteration were associated with increasing (but low) values of copper and molybdenum

• MHB-22 had magnetite in quartz veining

Evaluate Copper Equivalent Values for all Drill Holes

CuEQ values were calculated by combining the assay values for copper, silver, gold, molybdenum, lead, and zinc across the significant copper drill intercepts for intervals composited to 0.16% Cu and 0.06% Cu. The Ag, Au, Mo, Pb, and Zn included for each significant copper intercepts were combined using an interval-weighted calculation based on metal prices taken from Kitco.com and DailyMetalPrice.com on July 27, 2022.

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CuEQ Table of Drill Hole Intercepts for 0.06% Cu Composite Model

Hole	From ft	To ft	Interva lft	CuEQ %	Cu %	Significant CuEQ%
MHB-1	179.0	311.5	132.5	0.278	0.219	132.5 ft(40.4 m) @0.28% CuEQfrom 179 to 311.5 ft
MHB-2	0.0	199.0	199.0	1.391	1.042	199 ft(60.7 m) @1.39% CuEQfrom 0 to 199 ft
	271.0	296.5	25.5	0.126	0.062	25.5 ft(7.8 m) @0.13% CuEQfrom 271 to 296.5 ft
MHB-3	125.0	580.0	455.0	0.380	0.295	455 ft(138.7 m) @0.38% CuEQfrom 125 to 580 ft
MHB-4	215.0	250.0	35.0	0.406	0.065	35 ft(10.7 m) @0.41% CuEQfrom 215 to 250 ft
	550.0	565.0	15.0	0.279	0.071	15 ft(4.6 m) @0.28% CuEQfrom 550 to 565 ft
	660.0	685.0	25.0	1.325	0.060	25 ft(7.6 m) @1.33% CuEQfrom 660 to 685 ft
	760.0	820.0	60.0	0.773	0.344	60 ft(18.3 m) @0.77% CuEQfrom 760 to 820 ft
MHB-5	45.0	800.0	755.0	0.300	0.135	755 ft(230.1 m) @0.3% CuEQfrom 45 to 800 ft
MHB-6	315.0	800.0	485.0	0.297	0.148	485 ft(147.8 m) @0.3% CuEQfrom 315 to 800 ft
MHB-8	90.0	158.0	68.0	0.083	0.064	68 ft(20.7 m) @0.08% CuEQfrom 90 to 158 ft
	163.0	238.0	75.0	0.076	0.063	75 ft(22.9 m) @0.08% CuEQfrom 163 to 238 ft
	525.0	570.0	45.0	0.124	0.063	45 ft(13.7 m) @0.12% CuEQfrom 525 to 570 ft
	685.0	705.0	20.0	0.099	0.069	20 ft(6.1 m) @0.1% CuEQfrom 685 to 705 ft
	730.0	780.0	50.0	0.073	0.064	50 ft(15.2 m) @0.07% CuEQfrom 730 to 780 ft
	830.0	1075.0	245.0	0.262	0.170	245 ft(74.7 m) @0.26% CuEQfrom 830 to 1075 ft
	1230.0	1245.0	15.0	0.074	0.064	15 ft(4.6 m) @0.07% CuEQfrom 1230 to 1245 ft
	1285.0	1305.0	20.0	0.075	0.063	20 ft(6.1 m) @0.07% CuEQfrom 1285 to 1305 ft
	1551.0	1573.0	22.0	0.076	0.064	22 ft(6.7 m) @0.08% CuEQfrom 1551 to 1573 ft
MHB-9	631.0	703.0	72.0	0.122	0.090	72 ft(21.9 m) @0.12% CuEQfrom 631 to 703 ft
	835.0	1016.0	181.0	0.205	0.142	181 ft(55.2 m) @0.2% CuEQfrom 835 to 1016 ft
	1020.0	1043.5	23.5	0.101	0.064	23.5 ft(7.2 m) @0.1% CuEQfrom 1020 to 1043.5 ft
	1309.0	1388.0	79.0	0.157	0.063	79 ft(24.1 m) @0.16% CuEQfrom 1309 to 1388 ft
	1660.0	1675.0	15.0	0.180	0.068	15 ft(4.6 m) @0.18% CuEQfrom 1660 to 1675 ft
	1695.0	1730.0	35.0	0.303	0.066	35 ft(10.7 m) @0.3% CuEQfrom 1695 to 1730 ft
MHB-10	0.0	205.0	205.0	0.999	0.062	205 ft(62.5 m) @1% CuEQfrom 0 to 205 ft
	215.0	755.0	540.0	0.456	0.112	540 ft(164.6 m) @0.46% CuEQfrom 215 to 755 ft
	760.0	845.0	85.0	0.316	0.138	85 ft(25.9 m) @0.32% CuEQfrom 760 to 845 ft
MHB-12	665.0	680.0	15.0	0.164	0.074	15 ft(4.6 m) @0.16% CuEQfrom 665 to 680 ft
MHB-13	435.0	510.0	75.0	0.142	0.063	75 ft(22.9 m) @0.14% CuEQfrom 435 to 510 ft
MHB-14	640.0	785.0	145.0	0.334	0.275	145 ft(44.2 m) @0.33% CuEQfrom 640 to 785 ft
	805.0	825.0	20.0	0.532	0.068	20 ft(6.1 m) @0.53% CuEQfrom 805 to 825 ft
	850.0	910.0	60.0	0.242	0.063	60 ft(18.3 m) @0.24% CuEQfrom 850 to 910 ft
	925.0	1160.0	235.0	0.344	0.111	235 ft(71.6 m) @0.34% CuEQfrom 925 to 1160 ft
MHB-15	380.0	405.0	25.0	0.110	0.061	25 ft(7.6 m) @0.11% CuEQfrom 380 to 405 ft
	815.0	1000.0	185.0	0.303	0.123	185 ft(56.4 m) @0.3% CuEQfrom 815 to 1000 ft
MHB-16	445.0	520.0	75.0	0.125	0.061	75 ft(22.9 m) @0.12% CuEQfrom 445 to 520 ft
MHB-17	25.0	40.0	15.0	0.148	0.066	15 ft(4.6 m) @0.15% CuEQfrom 25 to 40 ft
	60.0	215.0	155.0	0.153	0.076	155 ft(47.2 m) @0.15% CuEQfrom 60 to 215 ft
	220.0	630.0	410.0	0.179	0.067	410 ft(125 m) @0.18% CuEQfrom 220 to 630 ft
	670.0	700.0	30.0	0.115	0.067	30 ft(9.1 m) @0.11% CuEQfrom 670 to 700 ft
MHB-18	515.0	710.0	195.0	0.227	0.081	195 ft(59.4 m) @0.23% CuEQfrom 515 to 710 ft
	750.0	785.0	35.0	0.281	0.066	35 ft(10.7 m) @0.28% CuEQfrom 750 to 785 ft
MHB-19	0.0	75.0	75.0	0.190	0.106	75 ft(22.9 m) @0.19% CuEQfrom 0 to 75 ft
MHB-21	0.0	90.0	90.0	0.114	0.066	90 ft(27.4 m) @0.114% CuEQfrom 0 to 90 ft
	145.0	235.0	90.0	0.157	0.074	90 ft(27.4 m) @0.157% CuEQfrom 145 to 235 ft
	325.0	535.0	210.0	0.143	0.060	210 ft(64 m) @0.14% CuEQfrom 325 to 535 ft
	585.0	685.0	100.0	0.144	0.078	100 ft(30.5 m) @0.14% CuEQfrom 585 to 685 ft
	730.0	765.0	35.0	0.235	0.064	35 ft(10.7 m) @0.23% CuEQfrom 730 to 765 ft
	775.0	815.0	40.0	0.172	0.066	40 ft(12.2 m) @0.17% CuEQfrom 775 to 815 ft
	845.0	875.0	30.0	0.139	0.064	30 ft(9.1 m) @0.14% CuEQfrom 845 to 875 ft
	905.0	970.0	65.0	0.161	0.073	65 ft(19.8 m) @0.16% CuEQfrom 905 to 970 ft
	975.0	1295.0	320.0	0.371	0.262	320 ft(97.5 m) @0.37% CuEQfrom 975 to 1295 ft
	1355.0	1375.0	20.0	0.166	0.068	20 ft(6.1 m) @0.17% CuEQfrom 1355 to 1375 ft
MHB-23	305.0	350.0	45.0	0.154	0.063	45 ft(13.7 m) @0.15% CuEQfrom 305 to 350 ft
	385.0	415.0	30.0	0.183	0.065	30 ft(9.1 m) @0.18% CuEQfrom 385 to 415 ft
	545.0	600.0	55.0	0.169	0.062	55 ft(16.8 m) @0.17% CuEQfrom 545 to 600 ft
	630.0	690.0	60.0	0.150	0.062	60 ft(18.3 m) @0.15% CuEQfrom 630 to 690 ft
	800.0	840.0	40.0	0.129	0.060	40 ft(12.2 m) @0.13% CuEQfrom 800 to 840 ft
	870.0	1000.0	130.0	0.356	0.178	130 ft(39.6 m) @0.36% CuEQfrom 870 to 1000 ft
MHB-24	110.0	180.0	70.0	0.274	0.061	70 ft(21.3 m) @0.27% CuEQfrom 110 to 180 ft
	400.0	800.0	400.0	0.204	0.119	400 ft(121.9 m) @0.2% CuEQfrom 400 to 800 ft
MHB-25	15.0	30.0	15.0	0.084	0.067	15 ft(4.6 m) @0.08% CuEQfrom 15 to 30 ft
MHB-26	0.0	90.0	90.0	0.143	0.094	90 ft(27.4 m) @0.14% CuEQfrom 0 to 90 ft
	215.0	240.0	25.0	0.093	0.067	25 ft(7.6 m) @0.09% CuEQfrom 215 to 240 ft
	585.0	605.0	20.0	0.134	0.079	20 ft(6.1 m) @0.13% CuEQfrom 585 to 605 ft

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2022-23 Drilling Highlights

Completed 8,876 feet (2706 m) in three core holes. Porphyry veining and alteration zonation indicates the intensity of the porphyry copper mineralization is increasing towards the northeast. Reported results as follows:

MHB-27: 1136 ft (346.3 m) @ 0.25% CuEQ starting at 710 ft (216.4 m) including:

• 834 ft (254.2 m) @ 0.31% CuEQ from 750 to 1584 (228.6-482.8 m)

• 119 ft (36.3 m) @0.14% CuEQ from 1727-1846 ft (526.4-562.7m)

MHB-28: 1287 ft (392 m) @ 0.30% CuEQ starting at 245 ft (74.7 m), including:

• 652 ft (198.7 m) @ 0.33% CuEQ from 595 to 1247 ft

• 192 ft (58.5 m) @ 0.21% CuEQ from 1340 to 1532 ft

• 105 ft (32 m) @ 0.18% CuEQ from 1542 to 1647 ft

MHB-29: Intersected granodiorite porphyry at 3403 ft (1037 m). The entire hole is mineralized with 3607 ft (1099.4 m) @ 0.05% CuEQ from 0 to 3607 ft.

• Strong potassic alteration that is overprinted by pervasive propylitization.

• Zoning within the Majuba Target Zone indicates MHB-29 is southwest of the main mineralized zone.

• Intersected 26 intervals greater than 0.20% CuEQ.

MHB-27, 28, and 29 mineralization characteristics include:

• Supergene enrichment from the surface down to at least 1420 ft (432.8 m)

• Distinct porphyry style “A”, “B”, and “D” type veins in all drill holes

• Trace element geochemistry zoning for molybdenum, zinc, and bismuth.

Calculated copper equivalent values for all drill data containing Cu, Ag, Au, Mo, Pb, and Zn values. Results highlighted thick intervals of near surface mineralization in:

• MHB-5:755 feet (262.7 m) of 0.30% CuEQ from 45 to 800 feet (13.7-243.8 m)

• MHB-10:540 feet (164.6 m) of 0.456% CuEQ from 215 to 755 feet (65.5-230.1 m)

The Ag, Au, Mo, Pb, and Zn included for each significant copper intercepts were combined into a copper equivalent (“CuEQ”) value using an interval-weighted calculation based on metal prices taken from Kitco.com and DailyMetalPrice.com on July 27, 2022. Tables with significant CuEQ and copper only intervals were published on the News Release dated September 27, 2022.

Completed an initial property wide mineral inventory showing 0.5 to 1.5 billion pounds of copper equivalent mineralization in a non-compliant NI43-101 global estimate. These are not mineral resources or mineral reserves, they do not demonstrate economic viability, and the inventory of potential tons and grade has had insufficient exploration to estimate a current mineral resource.

The CuEQ mineral inventory outlined:

• 491 million tons averaging 0.16% CuEQ, using a 0.06% CuEQ cutoff

• 180 million tons averaging 0.28% CuEQ, using a 0.16% CuEQ cutoff

• • 136 million tons averaging 0.31% CuEQ, using a 0.20% CuEQ cutoff

Completed age dating for mineralized samples, demonstrating that Majuba Hill is a series of overlapping copper, molybdenum, tin porphyry-type mineralization events.

The Company engaged RESPEC in Reno, Nevada to provide a compliant resource estimate and NI 43-101 report. RESPEC is an international group that applies engineering, applied sciences and technology to natural resources. The Reno office was formerly Mineral Development Associates, a group with extensive experience in the Mineral and Exploration industry throughout Nevada and the western United States. events. Site visits were completed, and the analysis is in progress.

On June 23, 2023 the Company filed a National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI43-101") compliant technical report. The Report was dated June 20, 2023, with an effective date of March 14, 2023 and entitled "Technical Report for the Majuba Hill Copper Project, Pershing County,

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Nevada, USA ("Technical Report") regarding the Company’s flagship Copper Porphyry Project. It was completed by Jeffrey M. Bickel, CPG, RESPEC LLC. An amended and restated NI 43-101 Technical Report was filed on July 28, 2023.

The report summarized all historic and modern exploration work. Most importantly the Report developed a conceptual block model that measures a range of 50 million tonnes to 100 million tonnes with estimated grades from 0.15% to 0.30% Cu in an Exploration Target category. There is potential for developing a higher-grade zone ranging from 10 million tonnes to 20 million tonnes grading between 0.40% and 0.80% Cu. The Exploration Target models only the oxide portion of the Majuba Hill Deposit.

The Technical Report outlines a copper deposit with robust mineralization and geologic characteristics. The following table shows the tonnage and grade ranges for the Exploration Target.

Model(1)	Tonnage Range Tonnes (Bickel, 2023)	Grade Range Copper (%) (Bickel, 2023)	Copper Range (pounds) Calculated
Exploration Target - All	50,000,000 to 100,000,000	0.15% to 0.30%	165,000,000 to 660,000,000
Exploration Target - High Grade	10,000,000 to 20,000,000	0.40% to 0.80%	88,185,000 to 352,739,000
(1) Conceptual open-pit scenarios for the mineralized material do not meet the test for “reasonable prospects for eventual economic extraction” with currently appropriate economic inputs, Canadian Institute of Mining, Metallurgy, and Petroleum (2014)

RESPEC reported on a series of conceptual open-pit scenarios, which under current copper prices do not meet the test for “reasonable prospects for eventual economic extraction”. However, they concluded that Majuba Hill has a significant footprint of known mineralization which has not been fully tested.

The insights gained from the Report were applied using geologic field mapping techniques that incorporated cutting-edge 3D modeling and the NI 43-101 block model. As a result, geologists from the company can now effectively apply the robust geologic framework to the project's geological map.

RELATED PARTY TRANSACTIONS

• (a) As at June 30, 2023, the amount of $21,000 (June 30, 2022 - $153,000) is owed to a company controlled by the President and Chief Executive Officer of the Company, which is unsecured, noninterest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2023, the Company incurred management fees of $240,000 (2022 - $540,000) to a company controlled by the President and Chief Executive Officer of the Company.

• (b) As at June 30, 2023, the amount of $3,214 (June 30, 2022 - $nil) is due from the President and Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities.

• (c) During the year ended June 30, 2023, the Company incurred management fees of $70,000 (2022 - $270,000) to a company controlled by the Chief Financial Officer of the Company.

• (d) As at June 30, 2023, the amount of $16,257 (June 30, 2022 - $nil) is due to the Chief Financial Officer of the Company. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2023, the Company incurred management fees of $60,000 (2022 - $nil) to the Chief Financial Officer of the Company.

• (e) During the year ended June 30, 2023, the Company incurred management fees of $30,000 (2022 – $55,000) to a company controlled by the former Corporate Secretary of the Company.

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• (f) As at June 30, 2023, the amount of $nil (June 30, 2022 –$21,325) is owed to a director of the Company, which is unsecured, non-interest bearing, and due on demand. During the year ended June 30, 2023, the Company incurred consulting fees of $10,000 (2022 - $100,000) to a director of the Company.

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

• (a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, and accounts payable and accrued liabilities, , approximate their carrying values due to the relatively short-term maturity of these instruments. Cash is carried at fair value using a level 1 fair value measurement.

(b) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is in its cash. The risk in cash is managed through the use of a major financial institution which has a high credit quality as determined by rating agencies.

(c) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(d) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. As at June 30, 2023, the Company has no significant financial instruments denominated in a foreign currency; however, the Company has exploration and evaluation assets in the U.S. with mineral property option agreement obligations denominated in U.S. dollars. The Company has not entered into foreign exchange rate contracts to mitigate this risk. As at June 30, 2023, the Company is not exposed to any significant foreign exchange rate risk.

(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company requires funds to finance its business development activities. In addition, the Company needs to raise equity financing to carry out its exploration programs. There is no assurance that financing will be available or, if available, that such financing will be on terms acceptable to the Company.

(f) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

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COMMITMENTS AND CONTINGENCIES

On September 17, 2021, the Executive Director of the BC Securities Commission (the “ED”) issued a Notice of Hearing alleging that the Company issued news releases and filed material change reports relating to two financings undertaken by the Company in 2018, that contained misrepresentations contrary to the Securities Act (the “Act”). On May 27, 2022, the ED and the Company entered into an agreement whereby the Company agreed to admit by way of agreed statement of facts, that the Company made the contraventions of the Act. In exchange, the ED agreed to submit to the BC Securities Commission (the “BCSC”) that no sanctions should be made against the Company. On April 14, 2023, the BCSC found that the Company had contravened the Act in manner admitted. On September 12, 2023, the BCSC issued its sanctions decision in which it found that no sanctions would be made against the Company. The sanctions decision concludes this proceeding.

On July 11, 2019, a Notice of Civil Claim was filed with the Supreme Court of British Columbia seeking certification for a class action against the Company (the “Action”). The proposed class action includes allegations that the Company made misrepresentations in its public disclosure. On November 22, 2021, the plaintiffs were granted leave to proceed with the Action under the Act, and this decision was affirmed on September 13, 2022. The hearing for certification of the Action is scheduled for December, 2023. No settlement has been made and the eventual outcome is not determinable.

On March 29, 2023, Proactive Investors North America (“Proactive”) filed a small claims lawsuit against the Company in Provicial Court regarding a certain outstanding invoice. The Company is also counterclaiming that Proactive fundamentally underperformed their contractual obligations while it was active. At present, the parties are in settlement negotiations and the outcome is not determinable

OUTSTANDING SHARE DATA

Common Shares

As at October 30, 2023, the Company had 54,841,631 common shares issued and outstanding.

Share Purchase Warrants

As at October 30, 2023, the following share purchase warrants were outstanding:

Number of	Exercise
warrants	price
outstanding	$	Expiry date
1,520,280	2.70	November 16, 2023
5,018,615	0.90	December 24, 2024
9,483,333	0.40	May 3, 2024
16,022,228

Stock Options

As at October 30, 2023, there were 1,200,000 stock options outstanding.

Restricted Share Units

As at October 30, 2023, the Company had 600,000 restricted share units outstanding.

OFF-BALANCE SHEET ARRANGEMENT

The Company has no off-balance sheet arrangements.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the consolidated financial statements for the year ended June 30, 2023.

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