Giant Mining Corp. — Management Reports 2024

Oct 24, 2024

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Management Discussion and Analysis For the year ended June 30, 2024

This Management's Discussion and Analysis (“MD&A”) of Giant Mining Corp. (formerly Majuba Hill Copper Corp.) (the ”Company”, “BFG”) 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, 2024. This MD&A supplements the consolidated financial statements of the Company and the notes thereto for the year ended June 30, 2024. 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, 2024, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A is prepared as of October 23, 2024.

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

Giant Mining Corp. 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.

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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.

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, 2024, the Company had cash of $1,707,117 compared to a June 30, 2023 cash balance of $305,339. 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 17, 2023, the Company issued 15,000 common shares pursuant to the vesting of RSUs.

• On September 7, 2023, the Company granted 110,000 RSUs to consultants of the Company.

• On September 7, 2023, the Company granted 50,000 stock options to consultants of the Company.

• On September 11, 2023, the Company issued 52,500 common shares pursuant to the vesting of RSUs.

• On September 21, 2023, the Company issued 30,000 common shares pursuant to the vesting of RSUs.

• On October 3, 2023, the Company issued 7,500 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 663,000 (issued) common shares of the Company in exchange for 100% issued and outstanding shares of 1429570 BC Ltd.

• On April 4, 2024, the Company consolidated its issued and outstanding common shares on a 20:1 basis. All share amounts have been retroactively restated for all periods presented. In conjunction with the consolidation, the Company changed its name to Giant Mining Corp. and trading symbol on the Canadian Securities Exchange to “BFG”.

• On April 8, 2024, the Company accepted the resignation of Yari Nieken from its Board of Directors.

• On May 1, 2024, the Company issued 15,455,000 units at $0.20 per unit for proceeds of $3,091,000. Each unit consists 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 May 1, 2025. In connection with this share issuance, the Company paid $55,755 in cash finder’s fees and issued an aggregate of 278,775 finders’ warrants.

• On May 14, 2024, the Company issued 4,603,021 units at $0.30 per unit for proceeds of $1,380,906. Each unit consists 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 14, 2026. In connection with this share issuance, the Company paid $14,406 in cash finder’s fees and issued an aggregate of 48,020 finders’ warrants.

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• On May 22, 2024, the Company appointed Andrew Mugridge to its Board of Directors. The Company also appointed Richard Robins to its Advisory Board.

• On May 23, 2024 the Company announced it had entered into a marketing agreement with 2686362 Ontario Corporation dba CanaCom Group. The marketing agreement is effective from May 15, 2024 for a 12 month term totalling $60,000.

• On May 23, 2024 the Company announced it had entered into a marketing agreement with Mining Investor Resources Ltd.. The marketing agreement is effective from May 15, 2024 for a 12 month term totalling $41,000.

• On May 23, 2024 the Company announced it had entered into a marketing agreement with Plutus Invest & Consulting GmbH. The marketing agreement is effective from June 1, 2024 for a 7 month term totalling €250,000.

• On June 16, 2024, the Company granted 1,800,000 RSUs to consultants of the Company.

• On June 16, 2024, the Company granted 525,000 stock options to consultants of the Company.

• On July 25, 2024, the Company announced that it had appointed Leo Hathaway to its Advisory Board.

• On September 5, 2024, the Company announced that it had entered into a marketing agreement with TD Media LLC dba Lifewater Media. The marketing agreement is effective from September 3, 2024, for a 30 day period.

• On July 25, 2024, the Company issued 1,200,000 common shares pursuant to the vesting of RSUs.

• On August 1, 2024, the Company issued 305,000 common shares pursuant to the vesting of RSUs.

• On August 20, 2024, the Company granted 100,000 stock options at an exercise price of $0.45 per option with a term of one year expiring August 20, 2025. All of the options vested upon date of grant.

• On August 20, 2024, the Company granted 500,000 RSUs to consultants of the Company.

• On August 27, 2024, the Company issued 175,000 common shares for proceeds of $131,250 pursuant to the exercise of stock options.

• On September 20, 2024, the Company issued 25,000 common shares pursuant to the vesting of RSUs.

• On September 25, 2024, the Company issued 150,000 common shares for proceeds of $37,500 pursuant to the exercise of finder’s warrants.

• On September 26, 2024, the Company issued 162,000 common shares for proceeds of $40,500 pursuant to the exercise of finder’s warrants.

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SUMMARY OF QUARTERLY RESULTS

		Three months ended	Three months ended
	Jun 30, 2024	Mar 31, 2024	Dec 31, 2023	Sep 30, 2023
Net loss and comprehensive loss	$ (2,091,341)	$ (125,610)	$ (77,006)	$ (697,926)
Basic and diluted lossper share	$ (0.34)	$ (0.02)	$ (0.01)	$ (0.11)
		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	$ (0.47)	$ (0.21)	$ (0.38)	$ (1.40)

RESULTS OF OPERATIONS

	Year ended	Year ended
	June 30,	June 30,
	2024	2023
	$	$
Expenses
Consulting fees	19,993	699,920
General and administrative	(38,730)	28,125
General exploration	–	20,551
Investor relations	432,890	1,717,013
Management fees	707,250	492,000
Professional fees	98,619	83,459
Share-based payments	1,838,740	1,687,268
Transfer agent and filing fees	37,807	55,943
Travel	34,997	22,014
Total expenses	3,131,566	4,806,293

During the year ended June 30, 2024, the Company had a net loss and comprehensive loss of $2,991,883 compared to a loss of $5,095,519 for the year ended June 30, 2023. Consulting fees decreased by $679,927, and management fees increased by $215,250. Additionally, there was a decrease of $1,284,123 in investor relations and an increase of $151,472 in share-based payments over the prior year period.

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EXPLORATION AND EVALUATION ASSETS

	Majuba Hill	Copper Chest
	Property	Property	Total
	$	$	$
Acquisition costs:
Balance, June 30, 2022	564,965	–	564,965
Additions	169,566	–	169,566
Balance, June 30, 2023	734,531	–	734,531
Additions	212,148	464,100	676,248
Balance,June 30,2024	946,679	464,100	1,410,779
Exploration costs:
Balance, June 30, 2022	4,198,518	–	4,198,518
Assay and analysis	115,855	–	115,855
Camp and crew costs	30,836	–	30,836
Drilling	1,666,282	–	1,666,282
Geological consulting	402,812	–	402,812
Transportation	52,229	–	52,229
Other expenses	245,508	–	245,508
Balance, June 30, 2023	6 6,712,040	–	6 6,712,040
Camp and crew costs	8,522	–	8,522
Drilling	69,068	–	69,068
Geological consulting	185,324	–	185,324
Transportation	17,107	–	17,107
Other expenses	153,520	–	153,520
Balance,June 30,2024	7,145,581	–	7,145,581
Carrying amounts:
Balance,June 30,2023	7,446,571	–	7,446,571
Balance,June 30,2024	8,092,260	464,100	8,556,360

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 (paid to date);

• ii) Shares to be issued:

• 37 upon execution of the agreement (issued);

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

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

• 37 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%).

2020 Overview

The year 2020 laid the groundwork for Giant Mining Corp.'s intensified exploration activities at Majuba Hill. With the completion of advanced geophysical surveys and strategic core drilling, the Company identified multiple zones of high-grade copper, silver, and gold mineralization. Key highlights include the discovery of a new copper porphyry center and substantial expansions in the Company's soil geochemistry coverage, as detailed in Table 1 and illustrated in Figure 1.

Activity Type	Details	Results
Soil Geochemistry Expansion	Expanded coverage area for
		Identified new zones with high
	better resolution of
		Cu and Ag potential.
	mineralization.
Deep Core Drilling	Initiation of deep core drilling	Confirmed extension of
	to testmineralizationdepth.	copperporphyry at depth.
Geophysical Surveys	Conducted drone magnetic	Outlined new copper intrusive
	survey to outline large	centers significant for
	intrusive complexes.	exploration.
Discovery of Copper Porphyry		High-grade copper zones
	New copper porphyry center
		confirmed, enhancing the
	discovered through targeted	overall asset value of Majuba
	drilling.	Hill.

Table 1: Summary of 2020 Geological Activities and Findings at Majuba Hill Porphyry Copper Deposit

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Figure 1: Historic exploration data includes drilling, surface rock chip sampling, and surface soil sampling.

2021 Developments

In 2021, the Company's geological team focused on deepening geological understanding and expanding the known mineralized zones. The integration of different drilling techniques and the extensive private land led to the discovery of additional copper oxide zones and the confirmation of the deposit's depth extension. Noteworthy progress includes the successful drilling of two deep core holes, which continued to reveal the deposit’s potential at greater depths.

Core holes MHB-20 (1017 ft/310 meters) and MHB-22 (1802.5/549.4 meters) discovered the previously unknown granodiorite and diorite intrusive. The rhyolite intrusive, which hosts mineralization in the historic mine area at Majuba was found in cross-cutting relationship with the granodiorite and diorite. Multiple overlapping porphyry alteration events were noted throughout the granodiorite core. In addition to widespread propylitic and phyllic alteration their appears to be extensive potassic alteration and magnetite bearing quartz veining. Additionally, a second type of tourmaline has been noted. The relationship of the granodiorite and the rhyolite intrusive combined with the widespread IP geophysics indicate very high potential for a large, copper porphyry at Majuba Hill.

MHB-22 intersected anomalous copper at 1704 feet (519.3 meters) with 70 feet (21.3 meters) greater than 100 ppm.

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2022 Achievements

The year 2022 was transformative for Majuba Hill, marked by the completion of the most ambitious drilling program to date and the initiation of a comprehensive long-term environmental planning program. The Company reported the longest intercepts of copper mineralization ever drilled at Majuba Hill, alongside significant findings of silver, gold, and molybdenum. These results have been crucial to refining the Company's exploration targets, as shown in Figure 2 and Table 2.

Result Highlights

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 is mineralized throughout the entire hole with 3500 feet (1066.8 m) @ 0.18% CuEQ[1] from 0-3500 feet (0-1066.8 m).

1 Copper equivalent (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 Cu, Ag, Au, Mo, Pb, and Zn assay results for each intercept were combined into the CuEQ value using an interval-weighted calculation based on metal prices taken from Kitco.com and DailyMetalPrice.com on July 27, 2022.

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Figure 2: Cross Section 375879E: Holes MHB-27 and MHB-29

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Drill Hole		Details Including
	Total
			Additional Notes
		Depth and CuEQ1
	Mineralization
		Percentages
MHB- 27		- 834 ft (254.2 m) @	Supergene enrichment
	1136 ft (346.3
		0.31% CuEQ from 750	down to at least 1420 ft
	m) @ 0.25%	ft to 1584 ft (228.6-	(432.8 m). Presence of
	CuEQ starting	482.8 m) - 119 ft. (36.3	“A,” “B, and “D” type
	at 710 ft.	m) @ 0.14% CuEQ	veins. Trace element
	(216.4 m)	from 1727 ft to 1846 ft	geochemistry zoning
		(526.4-562.7 m)	(Mo,Zn,Bi)
MHB- 28		- 652 ft (198.7 m) @
	1287 ft (392	0.33% CuEQ from 595
		ft to 1247 ft. - 192 ft.
	m) @ 0.30%
		(58.5 m) @ 0.21%	Same as MHB-27
	CuEQ starting
		CuEQ from 1340 ft to
	at 245 ft. (74.7
		1532 ft. - 105 ft (32 m)
	m)
		@ 0.18% CuEQ from
		1542 ft to1647 ft.
MHB- 29			Located southwest of
	3607 ft		the main mineralized
		Intersected granodiorite	zone. Strong potassic
	(1099.4 m) @
			alteration with
	0.05% CuEQ	porphyry at 3403 ft.
			pervasive
	from 0 to 3607	(1037 m)
			propylitization.
	ft.
			Intersected 26 intervals
			>0.20% CuEQ

Table 2: The table provides a structured summary of the mineralization details, including depth and copper equivalent percentages for each drill hole, as well as additional geological insights and characteristics common to the three drill holes. ([1] Copper equivalent (CuEQ) values were calculated by combining the assay values for copper, silver, gold, molybdenum, lead, and zinc using an interval-weighted calculation based on metal prices taken from Kitco.com and DailyMetalPrice.com on July 27, 2022.)

2023 Milestones

The year 2023 was transformative, Giant Mining Corp. has not only expanded its drilling efforts but also significantly enhanced the geological map of Majuba Hill. These efforts have resulted in a clearer understanding of the deposit's mineralization controls and the potential for further expansion of copper mineralization. The ongoing work continues to underscore the robustness of Majuba Hill as a leading copper, silver, and gold district.

The Report was authored by Jeffrey M. Bickel, C.P.G., Senior Geologist, RESPEC Company LLC, Reno, NV ( “RESPEC” ). The full Report dated June 20, 2023 is available on the Company’s website and the Company’s SEDAR+ Issuer profile at SEDAR+ Website.

The Nevada Project contains historic underground mines that produced 2.8 million pounds of copper. In the NI43-101 Report: “ Technical Report for the Majuba Hill Copper Project, Pershing County, Nevada, USA” , Jeffrey M. Bickel, C.P.G. described the copper mineralization and developed a 3D block model that delineated an Exploration Target of 50 million tonnes to 100 million tonnes of copper mineralization ranging from 0.15% Cu to 0.30% Cu, with potential for a higher-grade zone of 10 million tonnes to 20 million tonnes

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grading between 0.40 % Cu and 0.80% Cu. The ranges of tonnage and grade of the exploration target are conceptual in nature and could change as the proposed exploration activities are completed.

This outlines an initial and significantly expandable potential of as much as 660 million pounds of copper.

An exploration corridor has been identified as a key focus area, integrating insights from both recent and historical drilling, geochemical analysis, and geophysical surveys. Core drilling has revealed a substantial oxide zone that outcrops at the surface and reaches depths of up to 1,804 ft. (550 m). Notably, this zone overlies deeper segments where native copper indicates significant mineral enrichment.

Exploration Program 2024

Giant Mining Corp. is allocating funds from the recently concluded Private Placement towards advancing the Company's exploration and development initiatives, in alignment with the recommendations provided in the June 2023 NI43-101 report. The Company has committed to drilling 16 reverse circulation (RC) holes and two shallow core holes, which are designed to infill and expand the mineral potential (Figure 3). The Company's exploration efforts will be further enhanced by the drilling of two deep core holes, each reaching a depth of 3,500 ft. (1,066m). This significant investment in deep-core drilling is crucial for accurately determining the vertical extent of the mineralization, significantly enhancing the company's resource evaluation efforts.

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Figure 3: Giant Mining grade domains with recent, historic and planned drilling.

Additionally, Giant Mining Corp. is set to commence a comprehensive metallurgical study to improve the understanding of the ore's characteristics and processing efficiencies at Majuba Hill. A sequential copper analysis program will provide the foundational metallurgical understanding of the copper deposit utilizing library of existing pulps and core from earlier drilling. This program will cover the breadth and depth of the deposit and optimize recovery methods and enhance the overall efficiency and environmental compliance of the mining process.

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Exploration Highlights 2024

• Paid Reclamation Bond of $240,762.00 and received approval of the Reclamation Cost Estimate from the State of Nevada, Department of Conservation & Natural Resources which provides for up to 25 acres of disturbance on private land

• Completed new road and site construction to support drilling the proposed 3,900 meters (12,800 feet) of reverse circulation (RC) drilling across 16 drill holes and 488 meters (1,600 feet) of core drilling.

• Completed three comprehensive project reviews with Director Larry Segerstrom (Geologist), Technical Advisor Leo Hathaway (Geologist) and Reichard H. Sillitoe (Consulting Economic Geologist)

• All geology, geophysics, and geochemistry

• All significant core holes and associated results

• On-site underground and surface geology

• Completed 574.85 meters (1,886 feet) of core drilling in holes; MHB-30/ 243.84 meters (800 feet) and MHB-31 331.01 meters (1086 feet)

• Received results for MHB-30:

• 74.0 feet of 2.6% Cu and 30.1 g/t Ag within 218.0 feet of 1.35% Cu and 73.4 g/t Ag

• Copper Equivalent[2] of 0 to 218.0 feet of 2.1% Copper Equivalent (“CuEq”) including 140.0 to 214.0 feet at 2.9% CuEq.

  • 2 Copper equivalent (CuEq) values were calculated by combining the assay values for copper and silver assay results for each intercept using an interval-weighted calculation based on September 14, 2024 values of $4.475/lb Cu and $31.29/oz Ag. Copper price from https://www.cnbc.com/quotes; Copper (Dec′24) @HG.1:CEC:Commodities Exchange Centre. Silver price from COMEX (Dec′24) @SI.1:CEC:Commodities Exchange Centre.

• MHB-31 samples submitted to ALS Minerals

• Results pending.

RELATED PARTY TRANSACTIONS

• (a) As at June 30, 2024, the amount of $21,000 (June 30, 2023 - $21,000) is owed to a company controlled by 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. During the year ended June 30, 2024, the Company incurred management fees of $440,000 (2023 - $240,000) to a company controlled by the President and Chief Executive Officer of the Company.

• (b) As at June 30, 2024, the amount of $4,728 (June 30, 2022 - $3,214) is due to 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, 2024, the Company incurred management fees of $nil (2023 - $70,000) to a company controlled by the Chief Financial Officer of the Company.

• (d) As at June 30, 2024, the amount of $3,394 (June 30, 2023 - $16,257) 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, 2024, the Company incurred management fees of $180,000 (2023 - $60,000) to the Chief Financial Officer of the Company.

• (e) As at June 30, 2024, the amount of $5,196 (June 30, 2023 - $nil) is due to a director of the Company. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2024, the Company incurred consulting fees of $12,021 (2023 - $nil) to the director of the Company.

• (f) As at June 30, 2024, the amount of $4,903 (June 30, 2023 - $nil) is due to a former director of the Company. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2024, the Company incurred consulting fees of $5,260 (2023 - $10,000) to the former 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.

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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, 2024, 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, 2024, 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.

COMMITMENTS AND CONTINGENCIES

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 the certification of the Action was heard in December 2023 and the settlement negotiation is ongoing. The eventual outcome is not determinable.

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On March 29, 2023, Proactive Investors North America (“Proactive”) filed a small claims lawsuit against the Company in Provincial Court regarding a certain outstanding invoice. The Company is also counterclaiming that Proactive fundamentally underperformed their contractual obligations while it was active. On November 28, 2023, both parties agreed to settle for $5,000 and a consent dismissal order was filed on December 13, 2023.

OUTSTANDING SHARE DATA

Common Shares

As at October 23, 2024, the Company has 25,481,856 common shares issued and outstanding.

Share Purchase Warrants

As at October 23, 2024, the following share purchase warrants are outstanding:

Number of	Exercise
warrants	price
outstanding	$	Expiry date
250,931	18.00	December 24, 2024
15,365,250	0.25	May 1, 2025
4,651,041	0.40	May 14, 2026
20,267,222

Stock Options

As at October 23, 2024, there are 450,000 stock options outstanding.

Restricted Share Units

As at October 23, 2024, the Company has 775,000 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, 2024.

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