Glen Eagle Resources Inc. — Interim / Quarterly Report 2023

Nov 10, 2023

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Management's Discussion and Analysis Glen Eagle Resources Inc.

Third quarter ended September 30, 2023

(in Canadian dollars, unless otherwise stated)

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

Index
MANAGEMENT’S DISCUSSION AND ANALYSIS ............................................................................................. 3
1.1	RESPONSIBILITY OF FINANCIAL REPORTS ........................................................................................ 3
1.2	FORWARD LOOKING STATEMENTS .................................................................................................. 3
1.3	NATURE OF ACTIVITIES .................................................................................................................... 4
1.4	FINANCIAL HIGHLIGHTS ................................................................................................................... 5
1.5	KEY ECONOMIC TRENDS .................................................................................................................. 7
	Gold market ..................................................................................................................................... 7
	Phosphate market ............................................................................................................................ 7
1.6	DISCUSSION ON EXPLORATION AND EXPLOITATION ACTIVITIES .................................................... 7
	Production development…………………………………………………………………………………………………………….7
	Corporate development ................................................................................................................... 8
	PHOSPHATE PROPERTIES ................................................................................................................. 9
	Moose Lake, Lac St-Jean area (Quebec) .......................................................................................... 9
	LITHIUM PROPERTIES ....................................................................................................................... 9
	Bachelor Lake, Lebel-sur-Quevillon area (Quebec) .......................................................................... 9
1.7	SELECTED FINANCIAL INFORMATION ............................................................................................ 10
	A) STATEMENT OF CONSOLIDATED NET INCOME AND COMPREHENSIVE INCOME .................. 10
	B) CONSOLIDATED FINANCIAL ………………………………………………………………………………………………15
1.8	INVESTING ACTIVITIES………………………………………………………………………………………………………………18
1.9	FINANCING ACTIVITIES ................................................................................................................... 19
1.10	SUMMARY OF QUARTER RESULTS ................................................................................................. 20
1.11	RELATED PARTY TRANSACTIONS ................................................................................................... 21
1.12	LIQUIDITY AND CAPITAL RESOURCES ............................................................................................ 21
1.13	OFF-BALANCE SHEETS ARRANGEMENTS ....................................................................................... 22
1.14	CRITICAL ACCOUNTING POLICIES AND ESTIMATES ....................................................................... 22
1.15	RECENT ACCOUNTING STANDARDS ............................................................................................... 22
1.16	FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS .............................................................. 223
1.17	NON-IFRS MEASURES ..................................................................................................................... 23
1.18	RISKS AND UNCERTAINTIES ........................................................................................................... 23
1.19	SUBSEQUENT EVENTS .................................................................................................................... 27
1.20	QUALIFIED PERSON ........................................................................................................................ 27
1.21	OUTLOOK ....................................................................................................................................... 27
1.22	DISCLOSURE OF OUTSTANDING SHARE AND WARRANT DATA ..................................................... 27
1.23	ADDITIONNAL INFORMATION AND CONTINUOUS DISCLOSURE ................................................... 28
	CORPORATE INFORMATION……………………………………………………………………………………………..28

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS

This management’s discussion and analysis (“MD&A”) follows rule 51-102A of the Canadian Securities administrators regarding continuous disclosure for reporting issuers. It is a complement and supplement to Glen Eagle Resources Inc.’s (the “Corporation”) consolidated financial statements and related notes for the period ended September 30, 2023 and should also be read in conjunction with both the consolidated audited financial statements for the year ended December 31, 2022 and the annual MD&A for the year ended December 31, 2022 to provide further information on historical and past performance. This MD&A represents the views of management on current activities and past and current financial results of the Corporation, as well as an outlook of the activities of the coming months. The Corporation’s significant accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2022. This report should be read in conjunction with the Corporation’s consolidated financial statements prepared in accordance with the International Financial Reporting Standards (''IFRS'') as issued by the International Accounting Standards Board.

1.1 RESPONSIBILITY OF FINANCIAL REPORTS

This MD&A constitutes management's review of the factors that affected the Corporation's financial and operating performance for the period ended September 30, 2023. Management is responsible for the preparation of the Financial Statements and the MD&A. The Board of Directors (the “Board”) has the responsibility to ensure that management assumes its responsibilities with regards to the preparation of the Financial Statements and the MD&A. To assist management, the Board has created an Audit Committee. The Audit Committee meets with management to discuss the operating results and the financial situation of the Corporation. It then makes its recommendations and submits the Financial Statements and the MD&A to the Board for their review and approval. Following the recommendation of the Audit Committee, the Board has approved the Financial Statements and the MD&A on November 6th, 2023.

Glen Eagle Resources is a publicly traded Corporation listed on the TSX Venture Exchange (“TSX-V”) under the symbol “GER”.

1.2 FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Corporation’s expectations, estimates and projections regarding its business, the mining industry in general and the economic environment in which it operates as of the date of the MD&A. These statements are reasonable but involve a number of risks and uncertainties, and there can be no assurance that they

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.2 FORWARD LOOKING STATEMENTS – CONTINUED

will prove to be accurate. Therefore, actual outcome and results may differ materially from those expressed in or implied by these forward-looking statements. The estimates contained therein to date are preliminary in nature and are based on a number of assumptions, any one of which, if incorrect, could materially change the projected outcome. Factors that could affect the outcome include, among others: the actual results of current production and exploration, price of gold, silver and phosphate, competition, general business, economic, political and social uncertainties, pandemics, environmental issues, additional financial requirements and the Corporation's ability to meet such requirements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ from those anticipated.

1.3 NATURE OF ACTIVITIES

The Corporation’s current activities consist in the production of gold and silver from the purchasing and processing of material in Honduras. They also consist in owning mining concessions in Honduras where it intends to proceed with an exploration and evaluation program. The Corporation plans to make other concession acquisitions and will develop these by exploration and evaluation program, or sell those as exploration assets. Finally, the Corporation is also looking for exploration and evaluation activities located in Quebec (Canada).

The recovery of the exploration and evaluation assets is dependent upon: the discovery of economically recoverable reserves and resources, securing and maintaining title and beneficial interest in the properties, the ability to generate cash flow or obtain the necessary financing to complete exploration, evaluation, development and construction of processing facilities, obtaining certain government approvals and proceeds from disposal of assets.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.4 FINANCIAL HIGHLIGHTS

Highlights for the period ended September 30, 2023

For the period ended September 30, 2023, the Corporation was in care and maintenance and recorded no sales ($21,410 during Q3-2022), with a gross operating loss of $126,056 ($284,260 during Q3-2022) and a net comprehensive loss of $761,015 (gain of $479,147 during Q3-2022).

Financial

• Consolidated net loss of $796,955 in Q3-2023 compared to a consolidated net gain of $320,026 in Q3-2022. The current loss was mostly due to an unrealized loss on change in fair value of investment of $183,911, interest expenses of $163,136 mostly for the debt due in the GEM legal case and a territorial provision of $134,748 for the Honduras concession.

• Negative cash flows of $558,697 from operating activities before changes in working capital in Q3-2023 compared to a negative cash flows of $1,945,182 in Q3-2022.

• On September 16, 2022, the Corporation announced that the Arbitrator rendered a decision regarding the GEM claim which ruled in favor of the claimant, ordering the Corporation to pay $1,502,682 in damages to GEM Bahamas for not issuing warrants (which issuance would have been in violation of TSXV policies). The Corporation is currently evaluating its options with its legal counsel and will further report on this matter in due time.

• On June 17th, 2022, the Corporation signed a Mineral Option Agreement with a reporting issuer company (the ‘’buyer’’) called First Phosphate Corporation, for an option to acquire the Moose Lake property. Per agreement, the buyer paid the Corporation a total amount of $1,491,000 and a total of 6,000,000 common shares. As of September 30, 2023, the valuation at market value of the shares for $657,767 resulted in an unrealized loss on ‘’change in fair value of investment’’ of $183,911.

Strategy for 2023

• On April 20, 2023, the Corporation announced the appointment of Karl Trudeau as the Corporation's new President and CEO to the Corporation. Mr. Trudeau is an experienced professional specialized in Mining, Production, Engineering and Processing. Mr. Trudeau brings more than 17 years of mine and industrial process management and turn around situations to the Corporation. As President and CEO of Glen Eagle, Mr. Trudeau is responsible for all operational processes at Cobra Oro with the mission to turn around the situation at its gold processing plant by optimizing profitability.

• The Corporation announced on April 17th, 2023, that it has paused operations at the Cobra Oro gold processing plant in Honduras to review its plan and assess its options.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.4 FINANCIAL HIGHLIGHTS - CONTINUED

Management has concluded that improvements on grade quality of material received were necessary to ensure profitable recoveries, and placed the plant on care and maintenance mode to focus on sourcing higher-grade material in sufficient volume. By doing so, the Corporation aims at reducing operating costs and increasing potential revenues. The pause involved the retrenchment of a substantial portion of the plant staff and contractors. Management will review every option to optimize return, including the divestment of its Honduras operations

• Management is placing an emphasis in accessing its own mining concession, in order to secure additional mineralized material supplies to be less dependant from outside suppliers.

• The Corporation is actively looking for exploration and evaluation activities located in Quebec (Canada).

• Corporate development:

• On May 4, 2023, the Corporation announced the appointment of Armando Farhate as as Director of the Corporation, as part of its restructuring process. Armando Farhate, a Brazilian citizen, has more than 35 years of industry experience with the last twelve years being focused in the mining sector.

• On June 6, 2023, the Corporation announced the appointment of Michel Serres as as Director of the Corporation, as part of its restructuring process. Michel Serres has more than 30 years of industry experience, including the last 22 in mining and technology.

• (1) EBITDA: “Earnings before interest, taxes and depreciation” is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another corporation. The Corporation uses this non-IFRS measure as an indicator of the cash generated by the operations and allows investor to compare the profitability of the Corporation with others by canceling effects of different assets bases, effects due to different tax structures as well as the effects of different capital structures. EBITDA is calculated on p.14 of this MD&A. See the “Non- IFRS Measures” section 1.17 of this MD&A.

• (2) Cash-flow used in operating activities before change in working capital items is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another corporation. This measure is calculated on p.14 of this MD&A. See the “Non-IFRS Measures” section 1.17 of this MD&A. The Corporation uses this non-IFRS measure which can also be helpful to investors as it provides a result to compare with market share price.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.5 KEY ECONOMIC TRENDS

Gold market

During the current period ended on September 30, 2023, gold price rose steadily with a closing price of $1,848/oz compared to $1,824/oz at the end of 2022 for an increase of 1% since December 31, 2022.

The price of gold and exchange rates influenced the selling revenue of metals and the exchange rate between the US and Canadian dollars had an impact on transfers of funds between the entities.

Exchange rates

The quarter end and quarterly exchange rates for Q1 and Q2-2023 and 2022 were as follows:

September 30 (closing rate) Q3 (average rate) June 30 (closing rate) Q-2 (average rate) March 31 (closing rate) Q-1 (average rate) December 31 (closing rate)	$US/$CAD HNL/$CAD 2023 2022 2023 2022 1.359 1.369 0.0547 0.5545 1.338 1.304 0.0545 0.5326 1.325 1.289 0.0536 0.0519 1.345 1.276 0.0547 0.0519 1.351 1.250 0.0548 0.0511 1.352 1.267 0.0543 0.0516 - 1.354 - 0.0545

The price of gold and exchange rates influenced the price per onze sold and the exchange rate between the US and Lempiras, compared to Canadian dollar, had an impact on transfers of funds between the entities.

1.6 DISCUSSION ON EXPLORATION AND EXPLOITATION ACTIVITIES

Production development

On April 20, 2023, the Corporation announced the appointment of Karl Trudeau as the Corporation's new President and CEO to Glen Eagle. Mr. Trudeau is an experienced professional specialized in Mining, Production, Engineering and Processing. Mr. Trudeau brings more than 17 years of mine and industrial process management and turn around situations to Glen Eagle. As President and CEO of Glen Eagle, Mr. Trudeau will be responsible for all operational processes at Cobra Oro with the mission to turn around the situation at its gold processing plant by optimizing profitability.

The Corporation announced on April 17th, 2023, that it has paused operations at the Cobra Oro gold processing plant in Honduras to review its plan and assess its options. Management has concluded that improvements on grade quality were necessary to ensure profitable recoveries, and

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.6 DISCUSSION ON EXPLORATION AND EXPLOITATION ACTIVITIES – CONTINUED

placed the plant on care and maintenance mode to focus on sourcing higher-grade material in sufficient volume. By doing so, the Corporation aims at reducing operating costs and increasing potential revenues. The pause involved the retrenchment of a substantial portion of the plant staff and contractors. Management will review every option to optimize return, including the divestment of its Honduras operations.

Permits

On November 24, 2016, the Corporation announced that the most valuable permit (beneficiary permit) to meet mining compliance in Honduras has been renewed irrevocably in favor of Cobra Oro for the next fifteen years while its environmental permit was approved and validated. This confirmed that the Hondurian minister of mine reviewed Cobra Oro production facilities and approved the production process applied by the Corporation.

Corporate development

On May 4, 2023, the Corporation announced the appointment of Armando Farhate as as Director of the Corporation, as part of its restructuring process. Armando Farhate, a Brazilian citizen, has more than 35 years of industry experience with the last twelve years being focused in the mining sector. He has occupied C-Level and Upper Management positions in mining companies in Brazil, Canada, Namibia and Botswana, and is currently Director of three other Canadian mining and exploration companies. He brings extensive expertise in all areas of this industry segment, with special focus on operations, Sales & Marketing, Engineering and Mineral Resource Development. Mr. Farhate holds a Mechanical Engineering degree, an MBA and is a Certified Board Member by IBGC (Brazil). He carried out several mandates in 33 different countries and speaks 7 languages fluently. He’s currently COO & Head of Graphite Market and Sales at Gratomic Inc, a Canadian public company focused on developing graphite assets aiming to supply the fast-developing Electric Vehicle (EV) sector with a critical mineral for the batteries.

On June 6, 2023, the Corporation announced the appointment of Michel Serres as as Director of the Corporation, as part of its restructuring process. Michel Serres has more than 30 years of industry experience, including the last 22 in mining and technology. He has occupied Upper Management positions with Original Equipment Manufacturer mainly in Switzerland and Canada. He also brings extensive expertise in several areas of this industry segment, with a focus on, operations, technologies, autonomous, decarbonization, engineering and transformation of tomorrow. Mr. Serres holds a Robotics and Automation degree; he is currently Vice-President Corporate at Stream Systems. A Software company with a headquarter in Calgary, focusing on mining decarbonization, electrification (EV) and value chain simulation. In addition, based on various past positions, he acquired an extensive international mining projects knowledge, on 5 continents. Finally, Michel has a passion for people, he developed during his career several initiatives with local communities.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.6 DISCUSSION ON EXPLORATION AND EXPLOITATION ACTIVITIES - CONTINUED

PHOSPHATE PROPERTIES

Moose Lake, Lac St-Jean area (Quebec)

The Company owned a phosphate deposit approximately 100 km north of the town of Saguenay in the Saguenay-Lac-Saint-Jean region. The deposit was drilled in 2012 and 2014 and was traced over a length of 1.5 Km and is about 250 m thick in average. About 8,000 m of diamond drilling has delineated the deposit on a 100m by 100m drill grid. The deposit lies within a layered anorthosite complex and is considered to fall into the igneous source of phosphate which accounts for about 20% of the world’s production. No work has been done on the project since 2017. The phosphate market has evolved in the last yeasr with the development of Lithium Iron Phosphate batteries and the possible shortage phosphorous as fertilizer. During the quarter ended on March 31, 2022, the company has decided to reactivate this project by acquiring 27 claims by map designation. The Moose Lake project now comprised 108 claims over a 60 km2 area. These 27 claims contained 3 phosphate showing with phosphate grades of up to 6.56% P2O4.

On June 17th, 2022 (the Effective date), the Corporation signed a Mineral Option Agreement with an unlisted reporting issuer company (the ‘’buyer’’) for an option to acquire the Moose Lake property. Per agreement, the buyer paid the Corporation an amount of $1,491,000 and a total of 6,000,000 shares of the buyer, issued on or before the 6th month anniversary of the Effective date. Shares were issued and received by the Corporation on August 23, 2022. Upon receipt, the shares were subject to a resale restriction of 4 months. The shares were valued at $1,315,950 when received, based on the fair value of the shares discounted by a factor to take into account resale restrictions. On September 30, 2023, the fair value of the shares was $657,767 including a short term portion of nil and a long term portion of $657,767.

Lithium propreties

Lac Bachelor, Lebel-sur-Quevillon area (Quebec)

On June 21, 2023, the Corporation announced that it acquired 120 claims in three groups in the Lebelsur-Quevillon area, Northwestern Quebec.

The 3 groups of claims are prospective for lithium:

On the Lessard property, pegmatites have been recognized on the property in close association with a lake-bottom lithium anomaly of 61 ppm of Lithium. The property is underlain by the Lichen Pluton, a tonalite-monzodiorite intrusive of Archean Age.

The Périgny property is characterized by a 7-km long lake-bottom lithium anomalies varying from 19 to 26 ppm of Lithium, and is underlain with the granodiorite of the Mountain Pluton.

The Nicobi property is characterized by a 1-km long lake-bottom lithium anomalies varying from 33 to 45 ppm of Lithium, and is underlain by the Lichen Pluton, a tonalite-monzodiorite intrusive of Archean Age.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

Quebec’s Government LIDAR survey shows that the properties bear northeast-trending elongated crests that may be indicative of the presence of pegmatites.

All three properties are easily accessible from logging roads and trails originating from Provincial Highway 113. The Company intends to mobilize field crews this summer to do geological reconnaissance and verify the elongated crests on the properties.

1.7 SELECTED FINANCIAL INFORMATION

The Corporation prepared its consolidated financial statements in accordance with IFRS, as published by the International Accounting Standards Board. The Corporation's consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Corporation.

A) STATEMENT OF CONSOLIDATED NET INCOME AND COMPREHENSIVE INCOME

Periods ended September 30, 2023, 2022 and 2021	Periods ended September 30, 2023, 2022 and 2021	Periods ended September 30, 2023, 2022 and 2021	Periods ended September 30, 2023, 2022 and 2021
REVENUES AND EXPENSES	2023 $	2022 $	2021 $
Sales
Gold & silver	-	21,410	-
Other income	573	-	-
Cost of sales
Stockpile ore	(20,066)	(149,170)	(121,315)
Consumables	4,789	(8,282)	(11,106)
Salaries,benefits and other employee expenses	(104,962)	(99,705)	(130,307)
Electricity	21,578	(61,456)	(10,734)
Equipment repair and maintenance	4,986	(41,915)	(65,835)
Production supplies	(5,030)	(86,184)	(80,016)
Depreciation ofplant and equipment	(27,924)	(39,790)	(46,306)
Variation of finishedgoods	-	202,242	164,189
Variation of work inprocess inventory	-	-	-
Total Cost of sales	(126,629)	(284,260)	(301,430)
Gross operating loss	(126,056)	(262,850)	(301,430)
General and administration charges
Office expenses and rent	(27,371)	(32,255)	(67,558)
Consultingand management fees	(100,639)	(92,526)	(61,249)
Share basedpayments	-	-	(299,560)
Professional fees	(44,775)	(126,523)	(91,040)
Public companyexpenses	(19,456)	(13,840)	(12,913)
Depreciation and amortization	-	(1,615)	(10,235)
Business development	4,130	164,584	(43,981)

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

Provision for contingency	-	(1,252,682)	-
Cannon territorialprovision	(134,748)	-	-
Total G&A	(322,859)	(1,684,025)	(586,536)
Sellingexpenses	-	(11,391)	(10,783)
Impairment of fixed assets	-	-	-
General exploration,net of tax credits	-	(77)	(13,940)
Operating loss	(448,915)	(1,958,343)	(912,689)
Interest expense and bank charges	(163,136)	(32,143)	(34,816)
Gain on disposal of exploration and evaluation assets	-	2,312,030	-
Foreign exchangegain(loss)	(993)	(1,518)	(12,355)
Unrealizedgain(loss)on fair value of derivative	-	-	3,036
Change in fair value of investment	(183,911)	-	-
Netgain(loss) for theperiod	(796,955)	320,026	(956,824)
Other comprehensive income (loss) net of income tax: Currency translation adjustment	35,940	159,121	39,969
Net comprehensive gain (loss) for the period	(761,015)	479,147	(916,855)
Basic and diluted Netgain(loss) per share	(0.00)	0.00	(0.01)

No dividends were declared or paid in 2023, 2022 and 2021.

OVERALL PERFORMANCE

On April 17[th] , 2023, the Corporation announced that it has paused operations at the Cobra Oro gold processing plant in Honduras to review its plan and assess its options. Management has concluded that improvements on grade quality were necessary to ensure profitable recoveries, and placed the plant on care and maintenance mode to focus on sourcing higher-grade material in sufficient volume. By doing so, the Corporation aims at reducing operating costs and increasing potential revenues. The pause involved the retrenchment of a substantial portion of the plant staff and contractors. Management have review every option to optimize return, including the divestment of its Honduras operations.

Local management is focused on correcting the production problems with the assistance of specialists for equipments and metallurgy in order to improve material recovery ratio and production usage capacity.

During the quarter, the Corporation has tested materials from various suppliers to obtain sufficient material at an higher grade range targeting 3.5 – 4.5 gr/t +, to maximise usage of production capacity

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED

and to optimize grade per ton material processed. Management is meeting material suppliers with the objective of increasing the average grade processed at the plant.

Local management is dedicated to find new material with higher grade, to improve the profitability of the plant and has tested many suppliers materials to identify properties with adequate grade, to improve the quality of feed at the plant, to help determine witch property or concession is of interest for the Corporation.

Table of statistics:	Tons	per	% usage	% Material	Grade
	day average		plant capacity () recovery rate () per ton*
YEAR 2022- average
Period January 1st– December 31th		23	32%	49%	3.5
Q1-2022
January 1st– March 31th		38	54%	23%	3.5
Q2-2022
April 1st– June 30th		8	7%	(Note 1)	2.4
Q3-2022
July 1st- September 30th		24	35%	46%	3.9
Q4-2022
October 1st– December 31th		22	31%	49%	3.4
YEAR 2023- average
Period January 1st– December 31th
Q1-2023
January 1st– March 31th		23	37%	24%	2.5
Q2-2023
April 1st – June 30th		-	-	-	-
Q3-2023
July 1st- September 30th		-	-	-	-

Note 1: During Q2-2022, the company reprocessed the Q1 residual material (called ‘’shlag’’). This material is not included in the tons per day average and usage % plant capacity. The impact of this process was on the % material recovery that increased from 23% in Q1-2022 to 56% on a cumulative basis for Q1 and Q2-2022.

() Excludes the silver ounces recovered as the Corporation is paying the material supplies received from locals, based on the gold grams determined to be in the material, after laboratory analysis. (*)Since January 1[st] 2018, the tons per day achievable considering all equipments in place is 70 tons per day for 26 days per month.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED

Salaries

During the period of nine months ended September 30, 2023, labor costs amounted to $104,962 compared to $99,705 for the same period in 2022. and represented the costs after the retrenchment of a substantial portion of the plant staff and contractors. This amount, however, includes a provision that would be due in the event of termination.

Electricity

During the period ended September 30, 2023, electricity cost amounted to ($21,578) compared to $61,456 for the same period in 2022, which is explained by a reduction of usage and the reversal of an overstatement of the previous quarter accrued for electricity.

Equipment repair/maintenance and production supplies

During the period ended September 30, 2023, the cost for equipment repair and maintenance was almost nil ($44) compared to $128,099 , as management focused on searching for higher grade of material to be processed.

Gross operating margin

During the period ended September 30, 2023, an operating loss of $232,004 was recorded compared to an operating gain of $17,162 during Q2-2022. The production fixe costs level is requiring an higher % of production usage and material recovery to get to break even point.

G&A

The general and administration total expense were $322,859 in Q3-2023 compared to $1,684,025 for Q3-2022 for a variance of $1,361,166. The GEM legal case provision during 2022 for $1,252,682 explains most of this variance.

S ummary:

During the quarter, the operations were monitored with the objective of :

• Improving the maintenance procedures to determine with more accuracy the spare parts to be inventoried in order to reduce the production stoppages and therefore increase plant efficiency.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED

• Improving the metallurgical review of material prior to processing , in order to obtain a better material recovery.

• Management had meetings with various suppliers of material with the objective of increasing the average grade processed at the plant and ensuring stability in the volume of material received daily.

RECONCILIATION OF NET LOSS AND COMPREHENSIVE LOSS TO EBITDA

EBITDA reconciliation

	EBITDA reconciliation
	September 30 September 30 2023 2022 Reconciliation of net loss to EBITDA (1) Net gain (loss) for the period (796,955) 320,066 Financial expense 163,136 32,143 Depreciation 27,924 41,405 EBITDA(1) (605,895)393,614 Reconciliation of net cash flow from operating activities before change in working capital items per share(2) Net cash flow used in operating activities before change in working capital items(2)(558,697) (1,945,182) Basic weighted average number of common shares outstanding 143,081,985140,211,852
	Reconciliation of net loss to EBITDA (1) Net gain (loss) for the period Financial expense Depreciation
	EBITDA(1) Reconciliation of net cash flow from operating activities before change in working capital items per share(2) Net cash flow used in operating activities before change in working capital items(2) Basic weighted average number of common shares outstanding

• (1) EBITDA: “Earnings before interest, taxes and depreciation” is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another Corporation. The Corporation uses this non-IFRS measure as an indicator of the cash generated by the operations and allows investor to compare the profitability of the Corporation with others by canceling effects of different assets bases, effects due to different tax structures as well as the effects of different capital structures. See the “Non-IFRS Measures” section 1.18 of this MD&A.

• (2) Net cash-flow from operating activities before change in working capital per share is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another Corporation. See the “Non-IFRS Measures” section 1.18 of this MD&A. The Corporation uses this non-IFRS measure which can also be helpful to investors as it provides a result which can be compared with the Corporation market share price.

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Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED

General exploration and evaluation expenditures for the period ended september, 2023 and 2022.

The general exploration charge net of tax credits during the period ended September 30, 2023 of nil [nil during the quarter ended Q3-2022] represents exploration expenses incurred where the Corporation did not have the option to acquire the claims.

B) CONSOLIDATED FINANCIAL POSITION FOR THE PERIODS ENDED SEPTEMBER 30, 2023 and DECEMBER 31, 2022.

As at September 30, 2023, the total assets amount to $3,130,908 ($4,727,243 on December 31, 2022). The property and equipment amounts to $2,191,330 ($2,440,247 on December 31, 2022] and the variation during the year is the result of depreciation and variation in foreign exchange. The exploration and evaluation assets amounts to $9,001 as at September 30, 2023 [$1 as at December 31, 2022] representing the amortized value of concession in Honduras and the cost for the lithium properties purchased during the quarter. As at September 30, 2023, the current liabilities of $4,004,518 [$3,594,577 as at December 31, 2022] includes an amount of $431,736 for tax and other noncompliance penalty for which no scheduled payment terms have been determined, a provision for legal contingency of $1,650,881, an amount of interest due to insiders of $342,456 and management fees due of $54,800; a provision for asset retirement obligations for an amount of $79,217 was recorded on September 30, 2023 ($77,216 on December 31, 2022).

Financial Position	September 30, 2023 $	December 31, 2022 $
Current assets	272,810	981,995
Property and equipment	2,191,330	2,440,247
Exploration and evaluation assets	9,001	1
Investment long term	657,767	1,305,000
Total Assets	3,130,908	4,727,243
Current liabilities (include current portion of term loans)	4,004,518	3,594,577
Term loans	-	150,000
Provision	79,217	77,216
Shareholders’ equity (deficiency)	(952,827)	905,450
Total liabilities and Equity	3,130,908	4,727,243

15

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION - CONTINUED

Property and equipment (P&E)

Cost As at January 1, 2023 Additions Write-off Foreign exchange As at September 30, 2023 Accumulated depreciation As at January 1, 2023 Depreciation Write-off Foreign exchange As at September 30, 2023 Net book value September 30, 2023 Cost As at January 1, 2022 Additions Foreign exchange As at December 31, 2022 Accumulated depreciation As at January 1, 2022 Depreciation Foreign exchange As at December 31, 2022 Net book value December 31, 2022	Land $ Building $ Plant equipment $	Land $ Building $ Plant equipment $	Land $ Building $ Plant equipment $			Machinery and Equipment $ Total $
				Vehicle
				$
	471,636 409,382 2,226,285 - - 16,065 - - (263,662) (2,787) (2,419) (13,055)			18,973 - - (113)
	468,849 406,963 1,965,633			18,860
	- (217,121) (791,825) - (24,052) (84,177) - - 121,627 - 1,196 4,368			(18,783) - - 111		(188,109) (1,215,838) - (108,229) - 121,627 1,112 6,787 (186,997) (1,195,653) 339,681 2,191,330 Machinery and Equipment $ Total $ 520,118 3,473,464 (24,361) (24,361) 34,052 206,982 529,809 3,656,085 (160,408) (967,989) (17,655) (184,739) (10,046) (63,111) (188,109) (1,215,838) 341,700 2,440,247
	- (239,977) (750,007)			(18,672)
	468,849 166,986 1,215,626			188
	Land $ Building $ Plant equipment $					Machinery and Equipment $ Total $
				Vehicle
				$
	445,548 386,737 2,103,138 - - - 26,088 22,645 123,147			17,923 - 1,050
	471,636 409,382 2,226,285			18,973
	- (162,306) (628,418) - (43,615) (122,588) - (12,200) (40,819)			(16,857) (881) (1,045)
	- (217,121) (791,825)			(18,783)
	471,636 192,261 1,434,460			190

16

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED

Exploration and evaluation assets (E&E)

Capitalized exploration and evaluation assets are comprised of wholly owned mining rights, undivided interests in properties as described in the section 1.8:

Costs of E&E assets at the end of the period:

s of E&E assets at the end of the period:
Mining properties Balance December 31, 2022 Additions (c) Balance June 30, 2023	Lac Quevillon Canada (Lithum) La Cobra** Piedra Dorada Honduras (gold) (b) Total**
			$
	- 1 1 9,000 - 9,000
	9,000 1 9,001

Moose Lake (Lac St-Jean – Quebec)

On June 17th, 2022 (the Effective date), the Corporation signed a Mineral Option Agreement with First Phosphate Inc. (the ‘’buyer’’) for an option to acquire the Moose Lake property. Per agreement, the buyer paid the Corporation an amount of $1,491,000 and a total of 6,000,000 shares of the buyer, to be issued on or before the 6th month anniversary of the Effective date. Shares were issued and received by the Corporation on August 23, 2022. Upon receipt, the shares were subject to a resale restriction of 4 months. The shares were valued at $1,315,950 when received, based on the fair value of the shares discounted by a factor to take into account resale restrictions. During Q2-2023, a total of 600,000 shares were sold on the market at fair value. On May 10[th] , 2023, a purchase agreement was signed to dispose of 2,700,000 shares for a total of $590,000. The company is left with 2,700,000 shares with an escrow agreement enabling the company to sell 900,000 shares on each of the following dates, February 22, 2025, August 22, 2025 and February 22, 2026.

On September 30, 2023, the fair value of the shares was $657,767 including a short term portion of nil and a long term portion of $657,767.

Payment of the amount of $1,491,000 as follows:

• i) $191,000 on the Effective date (received)

• ii) $300,000 on or before July 7[th] , 2022 (received)

• iii) $500,000 on or before the 4[th] month anniversary of the Effective date (received)

• iv) $500,000 on or before the 8[th] month anniversary of the Effective date ($250,000 in cash and a promissory note of $250,000 due on February 17, 2023 was received)

17

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.7 SELECTED FINANCIAL INFORMATION – CONTINUED Gold Properties

On November 24, 2016, Cobra Oro de Honduras obtained the renewal for a period of 15 years, of the ‘’Beneficiary permit’’ which confirms that the Corporation meets mining compliance in Honduras; the environmental permit was approved and validated.

On May 17, 2017, the Corporation acquired, through its wholly owned Honduran subsidiary, the property called "La Cobra", attributed to the Corporation by the Ministry of Mines of Honduras, which is composed of one claim covering approximately 775 hectares and located in the Valle Department, Honduras.

Lac Bachelor, Lebel sur Quevillon – Canada (Quebec)

On May 2, 2023, the Corporation staked 120 claims in Northern Quebec province, Canada, for a total cost of $9,000. The Lessard property, Perigny property and Nicobi property are the three area of interest for lithium, in the Lebel-sur-Quevillon area.

1.8 INVESTING ACTIVITIES

GOLD PROPERTIES

La Cobra – Honduras

On November 24, 2016, Cobra Oro de Honduras obtained the renewal for a period of 15 years, of the ‘’Beneficiary permit’’ which confirms that the Corporation meets mining compliance in Honduras; the environmental permit was approved and validated.

On May 17, 2017, the Corporation acquired, through its wholly owned Honduran subsidiary, the property called "La Cobra", attributed to the Corporation by the Ministry of Mines of Honduras, which is composed of one claim covering approximately 775 hectares and located in the Valle Department, Honduras.

Lac Bachelor, Lebel sur Quevillon – Canada (Quebec)

On May 2, 2023, the Corporation staked 120 claims in Northern Quebec province, Canada, for a total cost of $9,000. The Lessard property, Perigny property and Nicobi property are the three area of interest for lithium, in the Lebel-sur-Quevillon area.

18

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.9 FINANCING ACTIVITIES

The Corporation is pursuing its financing alternatives mainly through the issuance of new equity and with the collaboration of its financial advisors.

TERM LOANS

A first loan by an insider, of $150,000, is a non-guaranteed loan due on April 30, 2021, that was closed on December 19, 2018 and bears interest at an annual rate of 15%. The interest is payable twice a year on June 30 and December 31. Interest were not paid and recorded in accrued liabilities. On August 30, 2021, the Corporation has extended the loan until June 30, 2024.

A second loan by an insider, of $410,000, is a non-guaranteed long term loan due on May 29, 2023, that was closed on May 30, 2019 and bears interest at an annual rate of 12%. The interest is payable monthly. Interest were not paid and were recorded in accrued liabilities.

A third loan by an insider, of $20,000, is a non-guaranteed long-term loan due on demand, that was closed on March 10, 2021 and bears interest at an annual rate of 12%. This loan including accrued interest for a total of $23,643, were reimbursed on September 16, 2022.

SHARE ISSUANCE

On April 6th, 2022, the Corporation completed the final closing of a private placement for 5,150,333 units at a price of $0.06 per unit for a cash consideration of $309,020. Each unit consists of one common share and one warrant which entitles its holder to purchase one common share at a price of $0.08 per share for 36 months. The fair value of $115,540 was assigned to the warrant account and the total share issue cost amounted to $5,479. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: share price of $0.075, expected dividend yield of 0%, expected volatility of 96,3%, risk free rate of 2,4% and expected life of 3 years.

EXERCICE OF WARRANTS

During the period ended March 31, 2022, a total of 3,000,000 share purchase warrants were exercised for a cash consideration of $240,000. An amount of $50,105 representing residual fair value allocated at the date of issue for the warrants was reclassified from Warrants to Share capital.

During the period ended September 30, 2022, a total of 3,587,500 share purchase warrants expired without being exercised. An amount of $53,141 representing residual fair value allocated at the date of issue for the warrants was reclassified from Warrants to Contributed surplus.

During the period ended September 30, 2023, a total of 31,745,714 share purchase warrants expired without being exercised. An amount of $767,100 representing residual fair value allocated at the date of issue for the warrants was reclassified from Warrants to Contributed surplus.

19

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.10 SUMMARY OF QUARTER RESULTS

The following table contains a summary of quarterly results of the last eight quarter-ends.

	Net	Comprehensive	Net gain (loss)
Quarter ended	gain (loss)	gain (loss)	per share
September 30, 2023	(796,955)	(761,015)	(0.00)
June 30, 2023	(2,542,619)	(2,584,284)	(0.02)
March 31, 2023	1,367,803	1,358,162	0.01
December 31, 2022	100,738	77,442	0.00
September 30, 2022	320,026	479,147	0.00
June 30, 2022	(358,498)	(320,066)	(0.00)
March 31, 2022	(893,349)	(935,003)	(0.01)
December 31, 2021	(1,111,158)	(1,161,223)	(0.01)

During the quarter ended September 30, 2023, a net loss of $796,955 was recorded compared to a net gain of $320,026 for the same period in 2022; this negative variation is mainly due to a negative change in the fair value of the investment for an amount of $183,911, a provision for an Hondurian territorial permit for 134,748 and the disposal of Exploration and Evaluation asset, Lac Moose property, for $2,312,030 during Q3-2022.

During the quarter ended June 30, 2023, a net loss of 2,542,619 was recorded compared to a net loss of $358,498 for the same period in 2022; this negative variation is mainly due to a negative change in the fair value of the investment for an amount of $1,986,586 and a write-off of fixed assets for $142,035 during the second quarter.

During the quarter ended March 31, 2023, a net gain of 1,367,803 was recorded compared to a net loss of $893,349 for the same period in 2022; this positive variation is due to the sale of the phosphate property for an amount including 6,000,000 common shares of First Phosphate Corp. As of March 31, 2023, the valuation at market value of the shares resulted in an unrealized gain on ‘’change in fair value of investment’’ of $1,944,870.

During the quarter ended December 31, 2022, a net gain of $100,738 was recorded compared to a net loss of $1,111,092 for the same period in 2021; the variation is explained by higher than normal legal fees of $342,000 and a legal provision of $250,000 in Q4-2021.

During the quarter ended September 30, 2022, a net gain of $320,026 was recorded compared to a net loss of $956,924 for the same period in 2021; the variation is mainly due to a gain on the disposal of Exploration and Evaluation asset, Lac Moose property, for $2,312,030 during Q3-2022.

During the quarter ended June 30, 2022, a net loss of $358,498 was recorded compared to a net loss of $302,827 for the same period in 2021; the variation is mainly due to the improvement of

20

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

the gross margin by $128,904 counterbalanced by the increase in G&A where professional fees were higher by $106,519 in Q2-2021.

During the quarter ended March 31, 2022, a net loss of $893,349 was recorded compared to a net loss of $397,998 for the same period in 2021; this negative variation was due to an increase in the G&A expenses for $132,471 and an increase in the cost of sales for $526,445 due to a lower material recovery rate.

During the quarter ended December 31, 2021, a net loss of $1,111,092 was recorded compared to a net loss of $509,738 for the same period in 2020. The variation is explained by higher than normal legal fees of $342,000 and a legal provision of $250,000, the low level of production during the fourth quarter coupled with additional production supplies needed for the annual repair and maintenance of equipment during the quarter.

1.11 RELATED PARTY TRANSACTIONS

Key management includes directors and senior executives of the parent company and its subsidiary. The compensation recognized as an expense and paid to key management for services is presented below:

During the period, companies controlled by officers and directors charged an amount of $1200 ($3,600 - 2022) for rent. An amount of $54,800 is due to Officers of the Corporation at the end of the period ($53,115 - 2022).

Related party transactions Management fees	Three-month period ended September 30, 2023 $	Three-month period ended September 30, 2022 $ Nine-month period ended September 30, 2023 $ Nine-month period ended September 30, 2022 $
	100,639	74,275 271,201 249,443
	100,639	74,275 271,201 249,443

1.12 LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2023, the Corporation has a negative working capital of $3,583,510 (negative of $2,612,582 as at December 31, 2022). In the event that cash flows from its operations in Honduras would be insufficient, management is of the opinion that additional financings would be necessary to maintain the status of its current and future obligations.

The Corporation’s principal source of financing is equity financing, the success of which depends on capital markets, the attractiveness of exploration companies to investors, and metal prices. To

21

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.12 LIQUIDITY AND CAPITAL RESOURCES - CONTINUED

continue its future exploration activities and be able to support its ongoing operations, the Corporation will need to maintain and expand its relationships with the financial community in order to obtain further equity financing which is often necessary to support exploration programs.

Management estimates that current funds will not be sufficient to meet the Corporation’s obligations and budgeted expenses through December 31, 2023. Any additional funding may be met in the future in a number of ways including but not limited to, increase in production, the issuance of new equity instruments and debt financing.

1.13 OFF-BALANCE SHEETS ARRANGEMENTS

The Corporation has not entered into any off-balance sheet arrangements including, without limitation, in respect of guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or in respect to any obligation under a variable interest equity arrangement.

1.14 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. There is a full disclosure and description of the Corporation's significant accounting policies, critical policies estimates, judgments and assumptions in notes 2, 3 and 4 of the audited financial statements for the year ended December 31, 2022. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.

1.15 RECENT ACCOUNTING STANDARDS

New standards and interpretations adopted

No new accounting standards adopted for the period ended September 30, 2023.

1.16 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of income or comprehensive income. Those categories are: fair value through profit or loss; loans and receivables; available for sale financial assets; and, for liabilities, amortized cost. The table reproduced in the consolidated financial statements as at September 30, 2023, shows the carrying values and fair values of assets and liabilities for each of these categories as

22

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

at September 30, 2023 and December 31, 2022. Furthermore, financial risks factors are well described in these financial statements.

1.17 NON-IFRS MEASURES

Throughout this document, the Corporation has provided measures prepared according to IFRS as well as some non-IFRS financial performance measures. Because the non-IFRS performance measures do not have any standardized definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. The Corporation provides these non-IFRS financial performance measures as they may be used by some investors to evaluate our financial performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS financial performance measures were reconciled to reported IFRS measures within the document. (Refer to section 1.7 for description and reconciliation of those non-IFRS measures).

1.18 RISKS AND UNCERTAINTIES

An investment in the common shares of the Corporation should be considered highly speculative for a variety of reasons. The following is a general description of certain significant risk factors which should be considered:

a) Mining industry and mining projects

Exploration and development projects have no operating history upon which to base estimates of future operating costs and capital requirements. Mining projects frequently require a number of years and significant expenditures during the mine development phase before production is possible. Development projects are subject to the completion of successful feasibility studies, obtaining the necessary governmental permits and securing necessary financing. The economic feasibility of such development projects is based on many factors such as estimation of reserves, metallurgical recoveries, future metal prices, and capital and operating costs of such projects. Exploration and development of mineral deposits thus involve significant financial risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. In fact, a mine must generate sufficient revenues to offset operating and development costs such as the costs required to establish reserves by drilling, to develop metallurgical processes, to construct facilities and to extract and process metals from the ore. Once in production, it is impossible to determine whether current exploration and development programs at any given mine will result in the replacement of current reserves with new reserves. The Corporation is subject to risks and hazards inherent to the mining industry, including fluctuations in metal prices, costs of constructing and operating a mine as well as processing and refining facilities in a specific environment, availability of economic sources of energy and adequacy of water supply,

23

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.18 RISKS AND UNCERTAINTIES - CONTINUED

adequate access to the site, unanticipated transportation costs, delays and repair costs resulting from equipment failure, changes in the regulatory environment (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands), and industrial accidents and labor actions or unrest. The occurrence of any of these factors could materially and adversely affect the development of a project and as a result materially and adversely affect the Corporation’s business, financial condition, results of operations and cash flow.

b) Licence and permits

Should the exploration activities be conducted by the Corporation and be successful, it may not be able to obtain the necessary licenses or permits to conduct or pursue its exploration and mining operations on its properties, and thus would realize no benefit from its exploration activities on its properties. Furthermore, as part of its ore processing activities, the Corporation is required to obtain several permits. Although the Corporation believes it will obtain the required permits, it may face administrative delays in doing so, which could impact its operations.

c) Political and country risk

The principal interest of the Corporation is located in Honduras. The Corporation believes that government of Honduras supports the development of its natural resources by foreign companies. However, there is no assurance that future political and economic conditions in Honduras will not result in the government adopting different policies regarding foreign ownership of mineral resources, taxation, exchanges rates, environmental protection, labor relations, and the repatriation of funds. The possibility that a future government may adopt substantially different policies, which might extend to the expropriation of assets, cannot be ruled out. The Corporation's current and future mineral exploration and mining activities could be impacted by widespread civil unrest and rebellion. Country risk refers to the risk of investing in a country, dependent on changes in the business environment that may adversely affect operating profits or the value of assets in a specific country. For example, financial factors such as currency controls, devaluation or regulatory changes, or stability factors such as mass riots, civil war and other potential events contribute to companies operational risks. Currently and since its operation began in Honduras, the Corporation has not suffered any of these risks.

d) Supply and quality of feedstock

Since 2015, the Corporation has built a plant in Honduras and has since been purchasing mineralized material from suppliers. It therefore did not base its decision to build on a feasibility analysis of mineral reserves demonstrating the economic and technical viability of the project.

24

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.18 RISKS AND UNCERTAINTIES - CONTINUED

Depending on external party for the feed of the plant, the degree of uncertainty is increased, which increases the economic risks of the project.

The Corporation’s operations involve the purchase of mineral ore from local producers which is then converted to supply the production of its plant. The increase in production and revenues of the Corporation will depend on the availability of the mineral ore being supplied by the local producers. To mitigate this risk, the Corporation is increasing the number of suppliers of mineral ore.

As the Corporation does not mine its own ore, it does not have entire control over the ore grade supplied from its suppliers. Also, it does not proceed with a technical report to assess the quality of material brought by suppliers, but rather proceed with internal laboratory analysis of the material brought by ore suppliers.

e) Competition

The Corporation is in competition with other processing companies in Honduras. Although the Corporation has been able in the past, to maintain and even increase its market share and build a good reputation with its suppliers, in that field of operation, there can be no assurance that it will indefinitely retain its position in this market. The Corporation is increasing efforts on the ground to develop the growth of its processing business. The Corporation is also in competition with other mining companies for the acquisition of interests in precious and base metal mining exploration properties. In the pursuit of such acquisition opportunities, the Corporation competes with several Canadian and foreign companies that may have substantially greater financial and other resources. Although the Corporation has acquired many such assets in the past, there can be no assurance that its acquisition efforts will succeed in the future.

f) Dependance on management

The success of the operations and activities of the Corporation is dependent to a significant extent on the efforts and abilities of its management team. See "Directors and Officers" for details of the Corporation's current management. Investors must be willing to rely to a significant extent ontheir discretion and judgment. The Corporation does not maintain key employee insurance on any ofits employees. The Corporation depends on key personnel and cannot provide assurance that it will be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Corporation's business and financial condition.

g) Regulation and Environmental Requirements

The activities of the Corporation require permits from various governmental authorities and are governed by laws and regulations governing prospecting, development, mining, production,

25

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.18 RISKS AND UNCERTAINTIES - CONTINUED

exports, taxes, labour standards, occupational health, environmental protection and other matters. Increased costs and delays may result of the need to comply with applicable laws and regulations. If the Corporation is unable to obtain or renew licenses, approvals and permits, it may be curtailed or prohibited from proceeding with exploration or development activities.

h) Capital Needs

The exploration and evaluation, development, mining and processing of the Corporation’s properties may require substantial additional financing. The only current source of future funds available to the Corporation is the sale of additional equity capital and the borrowings of funds. There is no assurance that such funding will be available to the Corporation or that it will be obtained on terms favourable to the Corporation or will provide the Corporation with sufficient funds to meet its objectives, which may adversely affect the Corporation's business and financial position. In addition, any future equity financings by the Corporation may result in a substantial dilution of the existing shareholders. Failure to obtain sufficient financing may result in delaying or indefinite postponement of further exploration and evaluation, development or production on any or all of the Corporation’s properties or even a loss of property interest.

i) Commodity Prices

The market price of the Corporation’s common shares, its financial results and its exploration and evaluation, development and mining activities have previously been, or may in the future be, significantly adversely affected by the volatility in the price of precious or base minerals, including gold, and phosphate.

j) Uninsured Risks

The Corporation’s business is subject to a number of risks and hazards, including environmental conditions adverse, environmental regulations, political uncertainties, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Corporation’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

k) Going Concern

The future of the Corporation depends on its ability to finance its activities and to develop its assets. Failure to obtain sufficient financing may result in the Corporation not being able to continue its operations, realize its assets and discharge its liabilities in the normal course of business in the foreseeable future.

26

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.19 SUBSEQUENT EVENTS

None

1.20 QUALIFIED PERSON

Gilles Laverdière P.Geo., is the Qualified Person under National Instrument 43-101 who has reviewed the scientific and technical information in this document.

1.21 OUTLOOK

The availability of funds is a function of the capital markets. The Corporation is searching for financing in a difficult market. It is confident to be in a position to finance itself and to find new mining properties. The Corporation’s ability to continue as a going concern is dependent upon raising additional fund. The outcome of these matters cannot be predicted at this time.

1.22 DISCLOSURE OF OUTSTANDING SHARE, OPTIONS AND WARRANT DATA

Disclosure of outstanding securities as at November 6th, 2023

Common shares outstanding: 143,081,985

Options outstanding: 9,510,000

	Number of options	Exercise Price	ExpiryDate
	350,000	$0.13	January 24, 2024
1,450,000		$0.105	June 25, 2024
	425,000	$0.10	February 13, 2025
1,700,000		$0.10	September 18, 2025
	800,000	$0.07	July 28, 2026
4,535,000		$0.10	August 30, 2026
	150,000	$0.125	October 5, 2026
	100,000	$0.10	November 18, 2026

Warrants outstanding: 10,293,188

	Number of warrants	Exercise Price	ExpiryDate
5,142,855		$0.085	December 29, 2023
5,150,333		$0.08	April 6, 2025

27

Glen Eagle Resources Inc. Management’s Discussion and Analysis Quarter ended September 30, 2023

1.23 ADDITIONNAL INFORMATION AND CONTINUOUS DISCLOSURE

Additional information on the Corporation is available through regular filings of quarterly and annual financial statements and press releases on SEDAR (www.sedar.com) or on our web site www.gleneagleresources.com

(s) Karl Trudeau Karl Trudeau President & Chief Executive Officer

(s) Daniel Bélisle Daniel Bélisle

Chief Financial Officer

CORPORATE INFORMATION

Directors

Transfer Agents

Karl Trudeau Jean Labrecque Guy Chamard (1) Armando Farhate (1) Michel Serres (1)

Computershare Canada 1500 University, Suite 700 Montreal, Quebec H3A 3S8

(1) Audit Committee member

Solicitors

Officers

McMillan 1000 Sherbrooke W, #2700 Montreal, Quebec H3A 3G4 Exchange Listing

Karl Trudeau President & Chief Executive Officer

Daniel Bélisle Chief Financial Officer

TSX-V

Ticker symbol: GER Cussip: 87973L103 ISIN: CA87973L1031

Auditors

Head Office

Raymond Chabot Grant Thornton LLP 3650 F Boul. Matte 600 De La Gauchetière O Bureau 2000 Brossard, Quebec J4y 2Z2 Montreal, Quebec H3B 4L8

28