Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Gold Strike Resources Corp. Management Reports 2025

Jul 25, 2025

45727_rns_2025-07-25_c50b9db9-b9ea-4c5c-b933-564afff29a4c.pdf

Management Reports

Open in viewer

Opens in your device viewer

SANATANA RESOURCES INC.

Management's Discussion and Analysis

March 31, 2025

SANATANA RESOURCES INC.

1910—925 West Georgia Street

Vancouver BC, Canada V6C 3L2

T 604.408.6680

E [email protected] www.SanatanaResources.com


SANATANA RESOURCES INC.

Table of Contents

Introduction ... 1
Incorporation and Listing Information ... 1
Operating Report ... 2
Corporate Developments ... 2
Reverse Takeover ... 2
Proposed Gold Strike One Project and Abitibi Property Purchase ... 3
About the Gold Strike One Project ... 3
About the Abitibi Property ... 4
Technical Information ... 5
Terms of the Definitive Agreement ... 5
Private Placement ... 6
Mineral Properties ... 7
Gold Strike Two Project ... 7
Oweegee Dome Project ... 8
Empress Property ... 12
Financial ... 13
Selected Annual Financial Data ... 13
Selected Quarterly Financial Data ... 13
Results of Operations for the Year ... 14
Results of Operations for the Fourth Quarter ... 15
Cash Flow for the Year ... 16
Cumulative Mineral Property Expenditures ... 16
Liquidity ... 16
Related Party Transactions ... 17
Critical Accounting Estimates ... 17
Financial Instruments ... 17
Share Capital ... 17
Share Issuances ... 18
Share Option Plan ... 19
Dividends ... 19
Outstanding Share Information ... 20
Risks and Uncertainties ... 20

SANATANA RESOURCES INC.
1910—925 West Georgia Street
Vancouver BC, Canada V6C 3L2
T 604.408.6680
E [email protected] www.SanatanaResources.com


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

This management's discussion and analysis ("MD&A") contains certain forward-looking statements that are prospective and reflect management's expectations regarding the future growth, results of operations, performance and business prospects and opportunities of Sanatana Resources Inc. ("Sanatana" or the "Company"). Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.

All statements, other than statements of historical fact, included in this MD&A including without limitation, statements regarding potential mineralization and resources or reserves, estimates of future production, resource prices, unit costs, costs of capital projects and timing of commencement of operations, exploration results and future plans and objectives of Sanatana are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from Sanatana's expectations are disclosed in its documents filed from time to time with the TSX Venture Exchange (the "TSX-V") and other regulatory authorities and include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore to be mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors.

Shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Sanatana undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

INTRODUCTION

This MD&A was prepared as of July 24, 2025 and should be read in conjunction with the Company's audited financial statements and related notes for the year ended March 31, 2025. This MD&A is intended to provide the reader with a review of the Company's performance for the year ended March 31, 2025 and through to the date of this report, and the factors reasonably expected to impact future operations and results. This MD&A contains forward-looking statements that are subject to certain risk factors included in this document.

The Company's audited consolidated financial statements for the year ended March 31, 2025 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") using accounting policies consistent with IFRS as issued by the IASB and interpretations of the International Financial Reporting Interpretations Committee.

In January 2025, the Company consolidated its share capital by rolling back its common shares on a one new common share for every seven old common shares basis. All share and per-share amounts have been restated to reflect the share consolidation.

All financial amounts in this MD&A are in Canadian dollars unless otherwise noted.

INCORPORATION AND LISTING INFORMATION

Sanatana was incorporated under the British Columbia Business Companies Act on June 25, 2004. In November 2005, the Company became a reporting issuer in every province and territory of Canada except Québec. The Company had one wholly owned subsidiary, ExSol (SI) Limited ("ExSol"), incorporated under the laws of the Solomon Islands. ExSol had been substantially inactive since 2020 and the Company dissolved ExSol accordance with the laws of the Solomon Islands in April 2024. The Company's common shares trade on the TSX-V as a mining exploration and development company under the symbol STA.


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

OPERATING REPORT

The Company is an exploration stage company and is engaged in the acquisition, exploration and development of exploration and evaluation assets.

Sanatana is currently focused on advancing its 60% interest in the Oweegee Dome copper-gold project in British Columbia's Golden Triangle. The property is owned by ArcWest Exploration Ltd. ("ArcWest"). The Company has identified what it believes is a porphyry system and is undertaking exploration to develop a more complete understanding of the area geology. Sanatana expects that it will require an extensive drill program to complete its exploration objective; there is considerable uncertainty regarding the ability of the Company to raise sufficient funds to accomplish this, see Risk and Uncertainties below.

The Company recently acquired the Gold Strike Two Project in Yukon and is planning to acquire the Gold Strike One Project in Yukon. If the planned reverse takeover completes (see Reverse Takeover and Proposed Gold Strike One Project and Abitibi Property Purchase below, these will become the focus of the Company's operations.

The Company also has exploration rights on the Empress property in Ontario but does not plan to conduct exploration programs in the foreseeable future.

Sanatana continues to evaluate other mineral exploration opportunities.

Sanatana's exploration programs are carried out under the supervision of the Company's president, Buddy Doyle. Mr. Doyle meets the qualified person ("QP") requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and is responsible for the geoscientific and technical disclosure contained in this document except as noted.

CORPORATE DEVELOPMENTS

  • In January 2025, the Company rolled back its share capital on a one new common share for seven old common shares basis.
  • In May 2025 the Company entered into an agreement to acquire the Gold Strike Two property in Yukon and announced a proposed $1,200,000 private placement financing – See Gold Strike Two Project below.
  • In June 2025, the Company closed the Gold Strike Two Project purchase and completed the related private placement financing which was oversubscribed, raising gross proceeds of $1,380,000. See June 2025 Private Placements below.
  • In July 2025, the Company entered into an agreement to purchase the Gold Strike One project in Yukon and the Abitibi property in Quebec. This transaction will trigger a reverse takeover under the rules of the TSX-V. See Gold Strike One Project and Reverse Takeover below.
  • In July 2025, the Company announced a proposed private placement of up to $5.28 million. See Proposed Gold Strike One Project and Abitibi Property Purchase below.

REVERSE TAKEOVER

In July 2025, the Company entered into a purchase agreement (the "Definitive Agreement") with LIRECA Resources Inc. ("LIRECA") and LIRECA's affiliate, Florin Resources Inc. ("Florin" and together with LIRECA, the "Florin Group"), for the Company to acquire the Gold Strike One Project (Yukon) and the Abitibi Property (Quebec) (the "Proposed Acquisition"). It is expected that the Proposed Acquisition will be a non-arm's length "Reverse Takeover" for Sanatana, as defined in TSX-V Policy 5.2 – Change of Business and Reverse Takeovers (the "RTO"). Trading of the Company's shares was temporarily halted pending the TSX-V's receipt and review of documentation regarding the Proposed Acquisition, but resumed on July 24, 2025.

Insiders, Officers and Board of Directors of the Resulting Issuer

LIRECA has been given a right, but not the obligation, to nominate one director to the Company's board of directors but will not be exercising this right before completion of the RTO. Accordingly, on completion of the Proposed Acquisition, the board of directors of the Resulting Issuer (as defined under the rules of the


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

TSX-V) will remain unchanged. Peter Miles will continue as chief executive officer and Simon Anderson will continue as chief financial officer of the Resulting Issuer.

Name Change

Concurrent with closing the RTO, Sanatana expects to change its name to Gold Strike Resources Corp. to better reflect the Company's mineral properties in Yukon and British Columbia.

Business of the Resulting Issuer

The Company resulting from the RTO will carry on the business of Sanatana. It is expected that the Resulting Issuer will be classified as a Tier 2 Mining Issuer.

Shareholder Approval

LIRECA is an "insider" of Sanatana pursuant to applicable Canadian securities laws. Accordingly, the Proposed Acquisition will constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Consideration Shares (defined below) to LIRECA pursuant to the Definitive Agreement will need to comply with the requirements of MI 61-101. The Company is relying on the exemption from the formal valuation requirement pursuant to subsection 5.5(b) of MI 61-101, for the issuance of the Consideration Shares, as the Consideration Shares are not listed on a specified market, as determined in accordance with MI 61-101. The Company will need to obtain minority shareholder approval for the Proposed Acquisition pursuant to section 5.6 of MI 61-101 and TSX-V policies ("Shareholder Approval").

MI 61-101 requires the Company to call a shareholder meeting and to prepare a corresponding management information circular or filing statement containing detailed disclosure on the Proposed Acquisition (the "Disclosure Document") in order to obtain Shareholder Approval. The Company is actively preparing the Disclosure Document and is planning to hold the shareholder meeting on an accelerated timeline. Concurrently, the Company has applied to the Ontario Securities Commission (the "OSC") for an exemption from the shareholder meeting requirement in MI 61-101, as the Company believes it can obtain minority shareholder approval for the Proposed Acquisition through a written consent resolution. Notwithstanding the OSC's determination on the Company's application, the Company will prepare and file the Disclosure Document containing the prescribed disclosure as required by MI 61-101 and TSX-V policies.

The issuance of the Consideration Shares to LIRECA is expected to result in the creation of a new "Control Person" of the Company pursuant to the policies of the TSX-V, and along with the expectation that new shareholders will hold more than 50% of the outstanding voting securities of the Company following the closing of the Proposed Acquisition and the related financings, the Proposed Acquisition is expected to constitute an RTO.

Closing of the Proposed Acquisition is subject to:

a) requisite regulatory approval, including TSX-V approval;
b) customary closing conditions, including receipt of shareholder approval;
c) any additional closing conditions set out in the Definitive Agreement; and
d) raising gross proceeds of at least $4.1 million pursuant to the proposed concurrent private placement.

PROPOSED GOLD STRIKE ONE PROJECT AND ABITIBI PROPERTY PURCHASE

About the Gold Strike One Project

The Gold Strike One Project is located approximately 225 km east of Mayo, Yukon, comprising 107 contiguous quartz mineral claims immediately to the south, west and north of Snowline's Valley Deposit, for a total of 2,230 hectares (5,510 acres).


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

Historical Exploration of the Gold Strike One Project

LIRECA conducted exploration on the Gold Strike One Project in 2022 and 2024, consisting of an airborne LiDAR survey, geological mapping, rock, soil and silt sampling.

Soil samples were taken along ridges at a nominal 400m to 200m spacing for partial coverage of the claim block. Prominent >20 ppb gold-in-soil anomalies (up to 148 ppb) were revealed. The highest, most coherent results were from the southeast, but there were also anomalies just south of Snowline's Valley Deposit and in the northern claims. The gold anomalous soils have contrasting pathfinder elements. Arsenic (up to 400 ppm¹), bismuth (up to 4 ppm), antimony (up to 25 ppm) and copper (up to 650 ppm) just south of Snowline's Valley Deposit, less arsenic in the southeast, and bismuth and antimony in the north. Sampling to fill in the gaps and expand on this work is planned in 2025.

Stream sediments show anomalous gold up to 37 ppb² in the streams sampled on the Gold Strike One Project, with gold clustering in the north and south claims, with the centre claims being unsampled. The data indicates there might be two gold zones, an interpretation which is supported by the spread of pathfinder elements. The north zone having elevated copper, molybdenum and sulphur; and the southern zone having arsenic, bismuth, molybdenum, sulphur and zinc. The two zones are generally consistent with the RIRGS model, with the southern zone being more proximal to the intrusive, with arsenic (up to 186 ppm) and bismuth (up to 8 ppm), and the northern zone hinting at being more distal to the intrusive mineralization with the copper (up to 830 ppm), and antimony (up to 26 ppm). Soil sampling taken along ridgelines at a nominal 400m to 200m spacing tells a similar story.

A prominent >20 ppb gold in soil anomaly (up to 148 ppb) has been revealed in the southern claims with corresponding pathfinder elements.

While taking the soil samples, background geology was noted and 112 rock samples were collected by the field crews. In the south, the rocks were dominated by slates and cherts of the Earn and Steele formations. Granite and monzonite dykes as well as quartz veining and minor hornfels and zones of sericite alteration were noted as well as common granite intrusive float in the valleys. A 1,480 ppb gold in rock sample was recovered from the northern claims and a 143 ppb gold in rock sample was recovered in the southern claims from and iron-stained quartz-rich grab sample. The rock samples were taken prior to assays revealing the location of anomalous soils. Field work planned in 2025, assuming completion of the Proposed Acquisition and RTO, will focus on rock sampling mineralization revealed by the soil samples.

Grab samples are selective samples meant to confirm the presence of gold. Grab samples are not indicative of the average grade of mineralization.

The Company also cautions that mineralization hosted on adjacent, nearby or geologically similar properties, is not necessarily indicative of possible mineralization hosted on Gold Strike One Project and that there is no guarantee of exploration success or that the Company's exploration thesis will be proven correct.

Subject to closing of the RTO, Sanatana plans to mobilize the project in the summer of 2025 for an exploration program that will include geophysics and soil sampling.

About the Abitibi Property

Pursuant to the terms of the Definitive Agreement and subject to closing, Sanatana will also acquire the Abitibi Property. The Abitibi Property is located in the Northern Abitibi Greenstone Belt, 14 kilometres east of the past-producing polymetallic Selbaie Mine, 45 kilometres northeast of the Casa Berardi Mine, 30 kilometres from Wallbridge's Fenelon Gold property, and 2 kilometres from Abitibi minerals B26 project, 55km west of Matagami, Quebec. The Abitibi Property consists of 101 mining claims held in two non-contiguous parcels (Property 1, 4,119 acres (667 hectares) and Property 2 12,234 acres (4,951 hectares)) totalling approximately 5,618 hectares (13,882 acres).

  1. PPM means parts per million
  2. PPB means parts per billion.

SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

Property 1

The property underlies the eastern margin of the Brouillan Intrusion. Adjacent and to the east of the property, gold values up to 24.1g/t at 1m as well as a historic RC drillhole that returned assays of up to 0.1 % Cu, 0.04 % Zn, and 9.5 g/t Au have been recorded, hosted within slivers of greenstone caught up in the intrusion. Government magnetic data indicate that similar slivers occur on the property.

Property 2

Property 2 consists of 89 claims and covers an area of 4,951ha. The property is adjacent to the east of the Yorbeau Beschefer property which has known gold mineralization, highlighted by hole 'CBO-98-04' that returned 19.85g/t Au over 0.77m. The structural setting of gold mineralization on the Yorbeau property is associated with the Nord-Taïb Fault, which extends onto Property 2, where there is approximately 13km of prospective strike length of the Nord-Taïb Fault.

The Abitibi properties 1 and 2 are nestled in prolific VMS base metal and orogenic gold belts and although these belts are generally considered to be zones that offer higher potential for discovery there is no guarantee that holding property within these belts will bring exploration success.

Technical Information

Technical information regarding the Gold Strike One Project and Abitibi Property was prepared under the supervision of Derek Torgerson P. Geo, B.Sc Geology. Mr. Torgerson is a Qualified Person for the purposes of NI 43-101 and has reviewed and approved the technical information disclosed in this news release. Mr. Torgerson is independent of the Company for the purposes of NI 43-101.

Terms of the Definitive Agreement

Consideration for the Gold Strike One Project and Abitibi properties will comprise:

  • Cash payment of $2,000,000 to be made on the closing date³.
  • Issuance of 24,745,620 common shares of Sanatana (the "Consideration Shares") that would be subject to a statutory hold period of four months and one day from the date of issuance.

The Gold Strike One Project is subject to a 2% net smelter returns royalty (the "Gold Strike One Royalty"), as further described in the Definitive Agreement, a copy of which will be filed under Sanatana's SEDAR+ profile at www.sedarplus.ca. At any time prior to the commencement of commercial production, the Gold Strike One Royalty payor can reduce the Gold Strike One Royalty from 2% to 1%, by paying the royalty holder 1,000 ounces of physical gold or US$2,000,000 (whichever is greater in monetary value).

Sanatana has also agreed to reimburse $30,000 to LIRECA for costs incurred in preparing a NI43-101 Technical Report on the Gold Strike One Project.

The Gold Strike One Project is subject to an annual advance royalty payment to the Gold Strike One Royalty holder in the amount of the greater monetary value of US$20,000 and seven ounces of gold (the "Gold Strike One Annual Advance Royalty"). The Gold Strike One Advance Royalty shall be payable on or before each subsequent anniversary of the date of the Definitive Agreement. Subject to the terms of the Gold Strike One Royalty, the Gold Strike One Annual Advance Royalty will cease upon the commencement of commercial production and the Gold Strike One Annual Advance Royalty payments shall constitute prepayment of the Gold Strike One Royalty payments.

Further, in the event Sanatana, or any subsequent purchaser of the Gold Strike One Project, publicly announces a resource estimate on any portion of the project, prepared in accordance with National Instruction 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"), that estimates the presence of Gold Ounces, Sanatana or such purchaser, as applicable, shall deliver to an affiliate of LIRECA (or its assignee), the greater monetary value of US$1,000,000 in immediately available funds or 500 ounces of

³ $1,800,000 of the cash consideration will be paid to LIRECA for partial consideration for the Gold Strike One Project and $200,000 of the cash consideration will be paid to Florin for full consideration for the Abitibi Property. All of the share consideration will be paid to LIRECA for partial consideration for the Gold Strike One Project.


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

physical gold, for every million Gold Ounces delineated by such resource estimate. Such bonus payment is due for each million Gold Ounce delineated by such resource estimate and any additional resource estimate. "Gold Ounces" means gold or gold equivalent ounces in any resource category (that is, an inferred mineral resource, an indicated mineral resource, and/or a measured mineral resource).

The Abitibi Property is subject to a 3% net smelter returns royalty (the "Abitibi Royalty") as further described in the Definitive Agreement. At any time prior to the commencement of commercial production, the Company can reduce the Abitibi Royalty by 1% increments, from 3% to 1%, by paying the royalty holder 500 ounces of physical gold or US$1,000,000 (whichever is greater in monetary value) for each 1% reduction, provided that the Abitibi Royalty does not fall below 1%.

The Abitibi Property is not subject to an annual advance royalty payment.

Further, in the event Sanatana, or any subsequent purchaser of the Abitibi Property publicly announces a resource estimate on any portion of the project, prepared in accordance with NI 43-101, that estimates the presence of Gold Ounces, Sanatana or such purchaser, as applicable shall deliver to Florin (or its assignee), the greater monetary value of US$1,000,000 in immediately available funds or 500 ounces of physical gold, for the first million Gold Ounces delineated by such resource estimate. Such bonus payment is due for only the first million Gold Ounce delineated by such resource estimate and not any additional resource estimate.

Private Placement

In connection with the proposed acquisition of the Gold Strike One Project and the Abitibi property, Sanatana plans to undertake a non-brokered private placement of up to 8,800,000 units at a price of $0.60 per unit, for gross proceeds of up to $5,280,000, subject to an over-allotment right pursuant to which the Company can increase the size of the private placement by 15% (i.e. up to an additional $792,000 through the sale of up to 1,320,000 units, for aggregate gross proceeds of $6,072,000). The Company must raise minimum gross proceeds of $4,100,000 to satisfy TSX-V requirements.

Each unit will consist of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $0.95 per common share for a period of 36 months from the date of closing of the private placement. The warrants are non-transferable. The Company may pay finder's fees to certain eligible arm's length parties in accordance with the policies of the TSX-V in consideration for their efforts in introducing subscribers to the Company.

The warrants are subject to an acceleration clause whereby if the closing price of the common shares on the principal market on which such shares trade is equal to or exceeds $2.00 for ten consecutive trading days (with the tenth such trading date hereafter referred to as the "PP Eligible Acceleration Date"), the warrant expiry date will accelerate to the date which is 30 calendar days following the date a news release is issued by the Company announcing the reduced Warrant term, provided the news release is issued and notices are sent to all warrant holders no more than five business days following the PP Eligible Acceleration Date.

The Company intends to use the net proceeds from private placement to pay the cash consideration for the Proposed Acquisition, for general expenses, exploration expenses, and as a possible reserve for an investor relations program. The proceeds may not be used to advance the Oweegee Dome project.

The private placement is expected to close concurrently with the RTO, see "Risks and Uncertainties".


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

MINERAL PROPERTIES

Gold Strike Two Project

The Gold Strike Two Project comprises 293 contiguous quartz claims (ICY 1 to 293) covering approximately 5,866 hectares (14,495 acres). The Gold Strike Two Project encompasses the majority of the Rogue Pluton which is part of the Mayo Plutonic Suite and is located in the Mayo Mining District, see Figure 1.

Figure 1 – Gold Strike Two Project and Surrounding Area

img-0.jpeg

Location

The Rogue Pluton is considered prospective to potentially host reduced intrusion-related gold system ("RIRGS") style mineralization. RIRGS deposits are a type of gold deposit found in specific geological settings, notably within the Tombstone Gold Belt in Yukon, Canada. These deposits are associated with reduced (low-oxygen) plutonic intrusions, typically mid-Cretaceous granitic bodies, and are characterized by gold mineralization hosted in sheeted quartz veins, skarns, or disseminated forms. RIRGS deposits are known to occur in clusters. The most significant RIRGS deposit in the region occurs on the adjacent Rogue Project of Snowline Gold Corp. at their Valley Gold Deposit, which is approximately 15 km west-northwest of the Goldstrike Two Project.

Much of the Gold Strike Two Project includes icefields which have, like elsewhere in the world, retreated in the last decades exposing geology that was not accessible in the past and thus represents an under explored geological target.

While it is understood that RIRGS cluster and occur in belts, and the geological exploration industry considers exploring in these belts to have a higher probability of exploration success, there is no guarantee of exploration success or that the Company's exploration thesis will be proven correct. The Company also cautions that mineralization hosted on adjacent, nearby or geologically similar properties, is not necessarily indicative of possible mineralization hosted on the Gold Strike Two Project.

Historical Exploration Work

The 2024 exploration work completed by the Florin Group on the Gold Strike Two Project consisted of WorldView-3 and ASTER satellite imagery, alteration mineral mapping, rock sampling, soil sampling, and


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

silt sampling, focused on the margins of the mapped Rogue Pluton. The 2024 work program identified rock, silt, and soil samples anomalous in gold, arsenic, bismuth and tungsten. The areas where these rock samples were taken is coincident with sericite and iron-oxide/gossan zones detected by ASTER satellite data. These zones are in proximity to the contacts between the Rogue Pluton and the host sedimentary rocks of the Gull Lake and Narchilla Formations. Recommendations include follow-up exploration efforts focusing on defining these contact zones through geological mapping, and sampling.

The Company expects to mobilize in early summer 2025 in order to begin an exploration program including prospecting, mapping, and rock and soil sampling.

Consideration

Sanatana paid consideration for the Gold Strike Two Project of cash of $500,000 and issued 6,000,000 common shares that are subject to a statutory restricted period expiring October 5, 2025.

The Gold Strike Two Project is subject to 3% net smelter returns royalty (the "Gold Strike Two Royalty"), as further described in the Definitive Agreement, a copy of which has been filed under Sanatana's SEDAR+ profile at www.sedarplus.ca. At any time prior to the commencement of commercial production, the Company can reduce the Gold Strike Two Royalty by 0.5% increments, from 3% to 1%, by paying 250 ounces of gold or US$500,000 (whichever is greater in monetary value) for each 0.5% reduction, provided the Gold Strike Two Royalty does not fall below 1%.

The Gold Strike Two Project is subject to an annual advance royalty payment in the amount of the greater monetary value of US$20,000 and seven ounces of gold (the "Gold Strike Two Advance Royalty"). The Gold Strike Two Advance Royalty shall be payable on or before each subsequent anniversary of the date of the closing of the Definitive Agreement. Subject to the terms of the Gold Strike Two Royalty, the Gold Strike Two Advance Royalty will cease upon the commencement of commercial production and the Gold Strike Two Advance Royalty payments shall constitute prepayment of the Gold Strike Two Royalty payments.

In the event the purchaser of the Gold Strike Two Project publicly announces a resource estimate on any portion of the project, prepared in accordance with National Instruction 43-101 – Standards of Disclosure for Mineral Projects, that estimates the presence of Gold Ounces, as defined below, the purchaser shall deliver to an affiliate of LIRECA (or its assignee), the greater of US$1,000,000 in immediately available funds or 400 ounces of physical gold for every million Gold Ounces delineated by such resource estimate. Such bonus payment is due for each million Gold Ounce delineated by such resource estimate and any additional resource estimate. The bonus payment is limited to a maximum of 4,000,000 Gold Ounces delineated and any ounces in excess of 4,000,000 Gold Ounces delineated is not subject to a bonus payment. "Gold Ounces" means gold or gold equivalent ounces in any resource category (that is, an inferred mineral resource, an indicated mineral resource, and/or a measured mineral resource).

Oweegee Dome Project

The Company holds a 60% interest in the Oweegee Dome porphyry copper-gold project in British Columbia's Golden Triangle. The Oweegee Dome project is situated 45 km east of Seabridge Gold Corp's supergiant KSM-Iron Cap porphyry Cu-Au project. The 31,077-hectare Oweegee Dome project contains two large underexplored porphyry Cu-Au systems named the Delta and Skowill East Zones.

The Company's work to date has completely revised the geology of Oweegee Dome project. Previously, all rocks were considered to be the less prospective Jurassic Hazelton Group with no intrusives mapped. Now with age dating, mapping and drilling, the Company believes that Oweegee Dome has an area of multiple altered intrusives within the Triassic Stuhini Group, which hosts all the porphyry copper-gold mineralization in the Golden Triangle.

The Company has identified rocks, alteration, mineralization that indicate that there is a porphyry copper-gold system at the Oweegee Dome project. Porphyry copper-gold systems occur in a spectrum of grades and tonnages that range from being low grade, small to high grades large, with the majority of the systems being uneconomic. Sanatana's work is still early stage, exploration by nature, and there is no certainty that future work will lead to development of an economic deposit. There are multiple factors, which could have


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

a materially adverse impact on the prospect for the Company. See Nature of Mineral Exploration and Development Projects in Risks and Uncertainties below.

Option Agreement

The Company earned a 60% interest in the Oweegee Dome project by funding, over a four-year period, cumulative exploration expenditures of $6,600,000 (including a 10% administrative markup) and by making staged cash and share payments totaling $500,000 and 2,000,000 shares, respectively and undertaking drilling on the property. Although the option agreement provided for the ability to earn up to an 80% interest in the Oweegee Dome project, the Company has given notice to ArcWest that it will not pursue the option to acquire the final 20%.

Sanatana plans to form a JV to hold and operate the properties, and each party will proportionately fund or dilute. In the event a production decision is made by the JV to place the property into production, Sanatana shall arrange project financing for the JV, the repayment of which shall be made out of cash flows from the property. Should Sanatana or ArcWest's interest be diluted to less than 10%, then that interest will convert to a 2% net smelter return royalty, 1% of which may be purchased by the other party for $5,000,000 at any time.

In August 2024, the Company staked some property adjacent to the ArcWest property at a cost of $28,955. These claims subsequently lapsed.

Finder's Fee

In connection with the Oweegee Dome project, the Company paid a finder's fee of $25,000 in cash plus 35,714 common shares.

Historic Exploration

The Oweegee Dome project is situated in the "Golden Triangle" area in Northern British Columbia famous for its copper and gold endowment. Detrital zircons recovered from the streams draining the project returned late Triassic to early Jurassic ages, which are similar to Red Chris (Newcrest Mining-Imperial Metals), Saddle North (Newmont) and Galore Creek (Newmont-Teck Resources), good evidence for porphyry Cu-Au systems at Oweegee.

Principal Prospects

The Company's exploration program has generated the following prospects:

Delta Prospect

The Delta prospect comprises a 20 square kilometre area of alteration containing gossans, Cu-Au mineralized porphyritic intrusions and associated breccias. The system is hosted in marine sediments and volcanics of the Stuhini Group which also hosts the Red Chris and Saddle North porphyry Cu-Au deposits. The Delta prospect contains several zones of greater interest:

  • Delta Ridge zone
  • Molloy zone
  • Snowpatch Creek zone
  • Junction, Crescent, Snowpatch and Jack IP geophysical anomalies

In 2022, the Company undertook a drill program at the Delta Prospect and in 2024 drill tested the Junction IP target.

Skowill Prospect

The Skowill prospect is 10 km north of the Delta Zone and is thought to be a virtually unexplored porphyry Cu-Au system. Historical reports describe the zone as a 2 km long gossan comprising intensely QSP/clay-pyrite altered porphyritic intrusions, widespread breccia and associated copper occurrences. In 2021, field crews discovered the Tarn Zone on the eastern edge of the Skowill Prospect; it is spatially associated with


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

the contact between Stuhini Group sedimentary rocks and a succession of volcanic rocks that have recently been dated at 206 Ma.

Glacier Prospect

The Glacier prospect lies between the Skowill and Delta prospects and to the west. The Glacier Prospect has had the least attention to date, it consists of Cu, Te and Au in stream anomalies and some anomalous in copper and Au rock float samples.

East Bear Creek Prospect

Bear Creek forms the geographic boundary to the Delta prospect, so this prospect lies adjacent to the east. The mapping revealed multiple fine-grained altered diorite intrusives. Being adjacent to the Delta outcrop, the discovery of altered and mineralized intrusive outcrops demonstrates a very large system. The Bear Creek zone is a new 0.3 km by 1.7 km zone adjacent to the 1.5 km by 2 km Delta system. Much of it is covered by moraine and cap rock, so the system could be larger.

Rhyolite Ridge Prospect

Recognized from Jarosite anomalies detected in Aster satellite imagery, the outcrop is kilometres long, much of it in difficult terrain, and is yet to be fully investigated. Early samples taken in 2022 did not return Au or Cu in elevated values.

2022 Exploration Program

The Company spent eight weeks between June and early September 2022 exploring the Oweegee Dome property with the aim of advancing or downgrading regional targets, discovering new zones for future work and better understanding targets that were previously drilled.

The Company undertook an IP program between July and September 2022 which included approximately 8 line-kilometres of IP geophysical surveying, focused mainly to the south and west of the 2021 program. This program expanded and improved the 9 line-kilometres of IP geophysical surveying completed in 2021. For this work, Sanatana contracted Dias Geophysical's distributed array deep IP ("DCIP") survey system. This system provides full, high quality, and high-resolution 3-D resistivity and induced polarization models of the subsurface.

The Company's summer 2022 field work addressed most of the targets and prospective zones in the Oweegee property. The areas visited are listed below with their prospect name, in order of priority based on field observations and known mineralization.

  1. Delta Ridge / Delta Prospect
  2. Molloy / Delta Prospect
  3. Upper East Bear Valley / Bear Valley Prospect
  4. Jack Creek / Delta Prospect
  5. Snowpatch Creek / Delta Prospect
  6. Tarn / Skowill Prospect
  7. Lower East Bear Valley / Bear Valley Prospect
  8. Lower Snowpatch / Delta Prospect
  9. Glacier Creek
  10. Rhyolite Ridge
  11. Others

In 2022, the Company completed a first-pass recognisance 3,600m diamond drill program using 12 holes and successfully intersected Cu-Au-Mo porphyry style mineralization. The alteration and setting suggest that this is the upper edge of a large system (cooler temperature phyllic alteration, whereas high grade core is expected in hotter potassic) and that there are multiple systems, (different element ratios, alteration styles and the distance between the Snowpatch, Molloy, Delta Ridge and East Bear zones, and associated multiple IP anomalies). The table below lists the mineralized intercepts.

10


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

From To Width m Au g/t Ag g/t Cu% Mo g/t Cu eq %
OW-2022-08 45 219 214.4 0.204 1.61 0.108 17.9 0.27
Including 58.37 170.55 112.18 0.217 1.08 0.167 28.3 0.35
Including 74.5 90.35 15.85 0.333 2.11 0.343 22.6 0.61
Including 141.32 166 24.68 0.284 1.28 0.277 53.6 0.52
Including 145 157.37 12.37 0.435 1.86 0.451 94.3 0.83
OW-2022-09 4 200 196.00 0.123 1.51 0.096 21.4 0.21
Including 10 54.75 44.75 0.132 1.38 0.132 26.4 0.25
Including 148.04 167 18.96 0.113 1.67 0.110 33.1 0.22
Including 185.3 200 4.00 0.144 2.79 0.053 38.6 0.28

CuEq (copper equivalent) has been used to express the combined value of copper (Cu), gold (Au), molybdenum (Mo), and silver (Ag) as a percentage of copper, and is provided for comparative purposes only. No allowances have been made for recovery losses that may occur should mining eventually occur. Calculations use metal prices of US$3.50/lb copper, US$1,700/oz gold, US$20/lb molybdenum, and US$19/oz silver, using the general formula CuEq % = Cu% + (Au g/t x (Au $ per oz/ 31.103) / (Cu $ per lb x 22.046)) + (Ag g/t x (Ag $ per oz/ 31.103) / (Cu $ per lb x 22.046)) + (Mo % x (Mo $ per lb / Cu $ per lb)).

2023 Exploration Program

In the summer of 2023, the Company completed an 8.5 line-kilometres of IP geophysical surveying at the Oweegee Dome project expanding and improving surveys completed in 2021 and 2022. For this work, Sanatana again contracted Dias Geophysical's DCIP survey system. The primary goal of the 2023 survey was to test mineralization discovered in 2022 on the east side of Bear Valley and to close off the Junction anomaly discovered in 2022.

2024 Exploration Program

The purpose of the 2024 drill program was to test the Junction IP anomaly. This target was tested with two holes in its north and southern sectors. (OW24-01 and OW24-02). The holes were dominated by the Stuhini mudstones with bands of volcanoclastic. No clear rock or alteration type that might explain the IP anomaly was encountered. After testing the Junction IP anomaly, the focus changed to expanding the known alteration and mineralization encounter in 2022. The step-out holes (OW24-03 and OW24-04) successfully encountered altered intrusives and indicate stronger alteration to the northwest.

Expanding the Delta Zone.

Drill holes OW24-03 and OW24-04 collared 200m northwest of OW22-08 (the most mineralized hole drilled in 2022) and designed to test if this system extended in that direction.

  • Drill hole OW24-03 drilled to the southeast towards OW 22-08 at -50° dip, intersected mineralized intrusive from surface and exited into to Stuhini mudstones and volcanics at 384.5m, encountering different intrusive phases mostly breccias interspersed with rafts of mudstones. The intrusives were variably altered and mineralized, with porphyry-style veining.
  • Drill hole OW24-04 drilled from the same collar, also to the SE but at a steeper -75° dip, also encountered up to four separate intrusive phases, the majority brecciated, also with strong pervasive, texture destroying alteration and porphyry-style veins. The hole exited the intrusive into mudstone at 308m.

In both holes, the intensity of alteration varied among invasive units. The level of alteration exceeded levels observed in 2022, with increased potassium feldspar flooding and new biotite alteration evident, the feldspar being pervasive and the biotite in veins. These findings suggest the program is approaching the centre of the porphyry system which based on this evidence, lies to the north and west. The results are discussed in detail in the Company's September 11, 2024 news release. The drill results were:


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

Hole From To Interval Au g/t Ag g/t Cu % Mo ppm Cu Eq.% Au Eq. g/t US$/t
OW24-03 291.0m 335.9m 44.9m 0.20 1.96 0.32% 56.24 0.55% 0.6 $48.1
OW24-03 358.9m 378.0m 19.1m 0.34 2.87 0.09% 20.14 0.44% 0.48 $38.7
includes 349.0m 351.0m 2.0m 2.8
374.25m 376.1m 1.85m 1.6
OW24-04 58.0m 78.35m 20.35m 0.2 0.7 0.05% 7.71 - - -
OW24-04 115.0m 144.0m 29m 0.14 0.41 0.04% 15.69 - - -
OW24-04 226.45m 240.4m 13.95m 0.37 0.69 0.01% 5.6 - - -
Includes 237.0m 239.0m 2.0m 1.3

Notes on Table 1: Assay >0.1% Cu, were grouped to form the intervals in table 1 where they were continuous with no gaps <0.1% Cu over 6m. To illustrate mineralized zones to aid in geological interpretation some intervals >0.1% Cu equivalent have been also included, especially for OW24-04. Copper equivalents are given for comparison purposes only. The equivalents are calculated based on the following US$ price assumptions: copper, US$4 per pound, US$8,818 per tonne; gold, US$2,500 per troy ounce, US$80 per gram; silver, US$30 per troy ounce, US$0.96 per gram; and molybdenum, US$20/kg. The copper equivalent is based on adding the US$/t values of Au + Ag + Mo together calculating what percentage copper this total represents and then adding this to the assayed Cu% value. It assumes 100% recovery which will not be achievable if mined and processed. The gold equivalent is calculated in a similar manner. Varying commodity prices will alter the copper and gold equivalent values. Samples were taken at a nominal 2m interval of diamond saw split HQ size core.

The technical information provided for the Oweegee Dome project was prepared under the supervision of Buddy Doyle F. AusIMM. Mr. Doyle is a Qualified Person for the purposes of NI 43-101 – Standards of Disclosure for Mineral Projects and has reviewed and approved the technical information disclosed above.

Empress Property

In February 2017, the Company entered into an option agreement with Alto Ventures Ltd., to acquire a 100% interest in the Empress property, part of the project formerly referred to as the Jackfish property, located on the northern shores of Lake Superior, 18 km east of Terrace Bay via Highway 17, Ontario. The property was subject to a drill permitting moratorium that was subsequently lifted making it possible to obtain access and drilling permits through a process. The Company relogged and sampled drill core from 2018 on the Empress property and some quartz zones with sulphides were noted. One assay of interest was returned, 1m at 2.1 g/t. An assessment report for the property was filed to keep the claims in good standing. Sanatana's exploration rights expire in 2028.

12


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

FINANCIAL

Financial amounts in the narrative have been rounded to the nearest thousand dollars.

Selected Annual Financial Data

Year Ended March 31 2025 2024 2023 Restated¹
$ $ $
Results of operations:
Exploration expenditures (2,052,831) (729,478) (4,237,730)
Loss for the year (2,807,270) (528,425) (5,450,626)
Basic and diluted loss per share (0.20) (0.05) (0.55)
Financial condition:
Cash and cash equivalents 279 21,457 339,369
Total assets 70,433 153,638 587,218
Equity (deficiency) (900,261) 12,064 178,504
Cash flow:
Issuance of common shares, net of issue costs 1,642,545 326,585 2,785,403

¹ Amounts relating to fiscal 2023 have been restated to reflect an accounting policy change to charge mineral property expenditures to operations

Selected Quarterly Financial Data

The Company did not have any sales, discontinued operations, extraordinary items, cash dividends or long-term liabilities in the period under review. Material factors affecting operations and exploration and evaluation asset expenditures are described elsewhere in this MD&A.

Quarter Ended Cash and Equivalents and Liquid Short-Term Investments Exploration Expense¹ Income (Loss) for the Quarter¹ Income (Loss) per Share¹ (Basic and Diluted)
$ $ $
June 30, 2023 664,742 103,515 (354,495) (0.03)
September 30, 2023 201,562 374,613 (453,168) (0.04)
December 31, 2023 314,039 194,472 (371,848) (0.03)
March 31, 2024 21,457 56,878 651,086 0.06
June 30, 2024 1,550,058 64,604 (207,923) (0.02)
September 30, 2024 25,150 1,469,258 (1,689,643) (0.12)
December 31, 2024 12,998 481,966 (664,253) (0.05)
March 31, 2025 279 37,003 (245,451) (0.02)

¹ Sum of quarterly loss per share may not equal year-to-date amounts due to rounding. Quarterly loss per share has been restated to reflect the January 2025 share rollback


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

The Company is an exploration stage company and has not generated any sales or revenues, nor has it had any extraordinary items or discontinued operations in the most recent eight fiscal quarters. As the Company is still in the exploration stage, variances in its quarterly losses are not affected by sales or production-related factors. Variances by quarter reflect overall exploration and corporate activity and certain factors that may not recur each quarter. Significant variations from the normal level of operating loss, other than changes in exploration expense set out in the table above, include:

  • March 31, 2024 – The Company received $773,000 in BC Mineral Exploration Tax Credits which were recognized when received.

Results of Operations for the Year

The increase in the Company's loss for the year ended March 31, 2025 from $528,000 in the comparative period to $2,807,000 in the current period are primarily due to increases in exploration expense and share-based compensation and a reduction in mineral exploration tax credit recovery discussed below. The principal factors necessary to understand the Company's results of operations for the year ended March 31, 2025 are:

  • Consulting and advisory fees represents amounts paid for consulting projects. In the periods presented, the fees were for general geological consulting and, in the comparative period, market awareness. The decline in expenses is largely because the Company did not undertake market awareness activities in the current period.
  • Director fees are fees paid for attending meetings, see Related Party Transactions below.
  • Exploration expense includes the cost of acquiring and exploring the Company's mineral properties up to the time that the property is classified as being at the development stage. Most of the expense in the current and comparative periods relates to the Oweegee Dome property. Exploration expenses can fluctuate significantly from period to period depending on the exploration programs under way. Due to the elevation of the Oweegee Dome property, exploration programs are generally undertaken in the summer months. Substantially all of the exploration expense in the periods presented related to the Oweegee Dome property. In calendar 2023 (fiscal 2024), the Company undertook an IP survey and related work, while in calendar 2024 (fiscal 2025), the Company completed a drill program (see Mineral Properties above for particulars of the work performed).
  • Financing expense in the comparative period represents the cost of a loan which had an effective interest rate of 15.4%. In the current year, the Company incurred financing expense on a secured promissory note at an effective interest rate of 14.3%.
  • Investor relations expenses relate to investor communications, including maintaining and updating the website and disseminating news releases.
  • Management fees and salaries represent amounts paid to officers, employees and contractors and related benefits, net of amounts capitalized to exploration and evaluation assets or allocated to exploration or property investigation costs.
  • Office and administration includes sundry overhead costs including rent of a storage locker.
  • Professional fees are amounts billed by lawyers and auditors. The current period expense was for the annual audit and legal fees on various matters. The increase in professional expense is largely attributable to costs incurred in preparation for the Gold Strike Two property acquisition subsequent to year end. Legal fees associated with private placements are offset against funds raised rather than expensed. Legal fees related to origination of loans were included in financing costs.
  • Share-based compensation in the current period represents the fair value of options granted to directors, officers, employees and contractors calculated using the Black-Scholes option-pricing model. The Company awarded options in October 2021, June 2022 and July 2024. The Company recognizes the fair value of the options over their vesting periods which ended or will end in April

14


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

2023, December 2023 and January 2026 respectively. Share based compensation increased from 2023 to 2024 as a result of the option award in July 2024.

  • Travel and accommodation represents the cost for management to travel to Sanatana's exploration and evaluation assets and for corporate development activities. Travel and accommodation expense fluctuates significantly from period to period depending on the initiatives under way. Comparative period travel expense was unusually high on account of a road show to promote the Company.
  • Unrealized loss on marketable securities primarily relates to the change in the fair value of the Gold Royalty Corp. warrants. The Company holds warrants to purchase shares of Gold Royalty Corp. The value of the warrants depends on, among other things, the trading price of Gold Royalty Corp. shares and the remaining life of the warrant.
  • Settlement of flow-through share premium liability represents satisfaction of the obligation to renounce flow-through tax benefits incurred under flow-through share offerings. The obligation is satisfied by undertaking qualifying exploration on the Company's properties.
  • In the prior year the Company received a mineral exploration tax credit recovery which represents cash received in the year under a BC government program based on exploration expenditures in British Columbia. The tax credit is recognized on an as-received basis and was based on exploration expenditures in fiscal 2022 and 2023. The Company's 2024 exploration program was largely financed by flow-through share offerings and did not qualify for a tax credit recovery, so there was no corresponding recovery in fiscal 2025.
  • Other income and expense in the current period includes a gain on overaccrual of expenses in the Company's former Solomon Islands subsidiary and Part XII.6 tax related to flow-through offerings. In the comparative period, other income was investment income on short-term investments.

Results of Operations for the Fourth Quarter

Income (Loss) and Comprehensive Income (Loss) for the Quarter Ended March 31 2025 2024
$ $
Expenses
Consulting and advisory fees - 4,013
Depreciation 7,359 7,439
Director fees 2,000 2,500
Exploration 37,003 56,878
Financing 14,296 17,354
Investor relations 682 1,905
Management fees and salaries 65,936 67,214
Professional fees 52,447 12,475
Share-based compensation 33,800 (33,200)
Other operating expenses 30,367 24,553
Loss before the undernoted (243,890) (161,331)
Unrealized gain (loss) on marketable securities (800) 24,000
Mineral exploration tax credit recovery - 772,846
Settlement of flow-through share premium liability - 8,163
Other income and expense (761) 7,408
Income (loss) and comprehensive income (loss) for the period (245,451) 651,086

SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

The Company's results of operations in the fourth quarter were generally consistent with prior periods and the comparative period other than as noted in the annual expense discussion above. The two most notable issues were the seasonality of exploration activity, so fourth quarter expenses was relatively low, and the increase in professional fees in the fourth quarter of fiscal 2025 in preparation for the Gold Strike Two Project purchase.

Share-based compensation in the comparative period reflected a reversal of amounts previously accrued on options that were forfeited. Receipt of the mineral exploration tax credit recovery was the most significant factor in the fourth quarter of the comparative period.

Cash Flow for the Year

The Company's cash flows are typically driven by financing activities that raise money to be expended in the near term on exploration and overhead expenses. The current period, the Company raised $1,643,000 through the issuance of common shares and $291,000 through short-term loans, net of offering costs. The Company expended $1,955,000 on operations, much of which was spent on a drilling program. In the current period, accounts payable and accruals increased significantly because the Company did not raise sufficient capital to fund its 2024 exploration program. Net cash used in the period was $21,000.

In the comparative period, the Company raised net proceeds of $714,000 through a loan secured by exploration-related tax credits and $328,000 through a private placement of common shares. The Company disbursed $800,000 to repay the loan. Funds on deposit generated interest of $32,000 while operating activities consumed $593,000, resulting in a decrease in cash of $318,000.

Cumulative Mineral Property Expenditures

To March 31, 2025, cumulative acquisition and exploration expenditures on each property were:

Oweegee Dome Empress
Acquisition
Additions
Cash 553,955 95,000
Shares and warrants 179,000 204,250
732,955 299,250
Deferred exploration costs
Contractor and consultant 3,267,773 111,373
Project management fees 553,250 91,696
Field and camp 202,547 11,214
Sampling and assays 225,645 16,608
Transport and accommodation 2,569,374 19,456
Permitting and other 17,707 4,409
6,836,296 254,756
Total 7,569,251 554,006

Liquidity

At March 31, 2025, the Company had substantially exhausted its cash, with cash of approximately $300 on hand (March 31, 2024 - $21,000) and a working capital deficiency of $946,000 (March 31, 2024 – working capital deficiency of $63,000). Specific factors that have and may affect the Company's liquidity are:

  • Subsequent to year end in June 2025, the Company completed a private placement and a property acquisition (see Gold Strike Two Project above and June 2025 Private Placements below).
  • In June 2025, the Company repaid principal of $300,000 and accrued interest on loans outstanding at March 31, 2025.

16


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

  • The Company plans to undertake another property acquisition and private placement (see Proposed Gold Strike One Project and Abitibi Property Purchase above) See also "Risks and Uncertainties".
  • The Company may be eligible to receive a refundable tax credit on eligible exploration expenditures in British Columbia incurred in fiscal 2025.
  • Shares received on the exercise of Gold Royalty Corp. warrants are subject to trading restrictions that may delay the sale of the shares after exercise.

Sanatana expects to address its funding needs through raising equity through private placements or from entering into joint ventures but may not be able to do so on acceptable terms or at all. If the Company's share price improves, warrant holders may exercise their share purchase warrants, but there can be no assurance that they will do so.

Related Party Transactions

At March 31, 2025, the Company had three employees and arrangements with contractors to provide certain administrative, accounting and management services. In addition, certain directors and officers provide management and consulting services to the Company. The Company is not currently committed under employment contracts. Directors are paid $500 for each board meeting attended although a former director, Tom Obradovich, was paid $10,000 per month. Mr. Obradovich resigned as a director in April 2023.

The Company incurred management fees of $25,170 to S2 Management Inc., a company controlled by the Company's CFO for CFO and related secretarial services.

In December 2024, the Company's CEO advanced $100,000 to the Company. The loan did not bear interest and had no fixed terms of repayment, but was repaid subsequent to year end.

Insiders participated in a private placement as described below under Share Issuances.

Critical Accounting Estimates

The Company has losses carried forward which should be available to offset any likely taxable income, but flow-through accounting requires estimates of tax effects that could be material.

The Gold Royalty Corp. warrants are not traded on an exchange so it is necessary to estimate their value. The valuation calculations are subject to many assumptions which can have a material bearing on the conclusion.

Share-based payment transactions such as options are subject to assumptions which can have a material bearing on the recorded expense.

The Company estimates the obligation to renounce exploration expenditures when it undertakes flow-through financings. The estimate is subject to several assumptions which could significantly change the outcome.

Financial Instruments

Generally, Sanatana does not have financial instruments that are likely to be settled for other than face value, so the risk to the business from financial instruments is low. The one exception is the warrants the Company holds to purchase shares of Gold Royalty Corp. These warrants are valued at every reporting period using the Black-Scholes option-pricing model which inevitably involves some subjectivity. The warrants are however not material to the finances or liquidity of Sanatana.

SHARE CAPITAL

In January 2025, the Company consolidated the share capital by rolling back the shares on a one new common share for seven old common shares basis. All share and per-share amounts have been restated to reflect the share consolidation.

17


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

The Company had 11,418,688 common shares issued and outstanding at March 31, 2024 and 14,648,995 common shares issued and outstanding at March 31, 2025.

Share Issuances

Oweegee Dome Property

In December 2024, the Company issued 100,000 common shares with an issue-date fair value of $17,500 as partial consideration for the Oweegee Dome property.

June 2025 Private Placements

In connection with the Gold Strike Two acquisition, Sanatana closed two non-brokered private placements raising aggregate gross proceeds of $1,380,000 through the sale of 13,800,000 units at $0.10 per unit. Each unit comprised one common share and one share purchase warrant to purchase one additional common share at a price of $0.12 until June 4, 2026.

The warrants are non-transferable and subject to an acceleration clause whereby if the closing price of the Shares of the Company on the TSXV is equal to or exceeds $0.25 for ten consecutive trading days (with the tenth such trading date hereafter referred to as the "Eligible Acceleration Date"), the expiry date shall accelerate to the date which is 30 calendar days following the date a news release is issued by the Company announcing the reduced warrant term, provided the news release is issued; and notices are sent to all warrant holders no more than five business days following the Eligible Acceleration Date.

The Company intends to use the net proceeds from the June 2025 Private Placements: (a) to satisfy the cash consideration for the acquisition of the Gold Strike Two Project (paid); (b) general working capital; and (c) exploration expenses for the Gold Strike Two project. The Company used part of the proceeds to repay a $200,000 secured promissory note issued on December 31, 2024 and a $100,000 loan made by the Company's CEO. The promissory note was held by an affiliate of the Florin Group.

Certain insiders of the Company subscribed for units under the offerings. These issuances are considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

Details of the two private placements are:

LIFE Offering

Gross proceeds of $366,000 were derived from the sale of 3,660,000 units at $0.10 per unit offered to investors under the listed issuer financing exemption (the "LIFE Exemption") under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the "LIFE Offering"). An offering document related to the LIFE Offering (the "Offering Document") is accessible at www.sedarplus.ca and on the Company's website at www.sanatanaresources.com.

The LIFE Offering was made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the LIFE Exemption. Securities issued from the sale of units to Canadian resident subscribers under the LIFE Offering are not subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participated in the LIFE Offering are subject hold period that expires on October 5, 2025.

Insiders of the Company subscribed for 40,000 Units under the LIFE Offering

Private Placement Offering

Gross proceeds of $1,014,000 were derived from the sale of 10,140,000 units at $0.10 per unit offered under the t private placement offering Securities issued from the sale of units under this private placement offering are subject to a hold period expiring on October 5, 2025.

Insiders of the Company subscribed for 1,510,000 units under this private placement offering.

18


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

June 2024 Private Placement

In June 2024, the Company closed three tranches of a non-brokered private placement of flow-through and non-flow-through units of the Company at a price of $0.63 per unit and $0.49 per unit respectively. Each flow-through unit comprised one common share of the Company designated as a flow-through share under the Income Tax Act (Canada) and one non-flow-through share purchase warrant. Each non-flow through unit is comprised one non-flow-through share and one share purchase warrant. Each share purchase warrant allows the holder to purchase one additional non-flow-through share at a price of $0.84 per share for a period of 36 months from the date of issuance, expiring in June 2029.

In aggregate, the Company issued 2,039,286 flow-through units and 1,091,021 non-flow-through units for aggregate gross proceeds of $1,819,350. All securities issued in connection with the private placement are subject to a statutory hold period that expired in October 2024.

In connection with the private placement, the Company paid finders' fees of $121,060, incurred other costs of $55,026 and issued compensation warrants which entitle the holders to purchase up to 203,144 non-flow-through shares in aggregate at a price of $0.84 per share for a period 36 months. The compensation warrants were valued at $74,700.

Insiders of the Company subscribed for 78,571 flow-through units and 100,000 non-flow-through units in the private placement, for a subscription price of $98,500.

Share Option Plan

Plan Description

The Company has a rolling share option plan that provides an incentive to directors, officers, employees, management and others who provide services to the Company. Under the option plan, a maximum of 10% of the issued and outstanding common shares at the time an option is granted, less common shares reserved for issuance on exercise of options then outstanding under the option plan, are reserved for options to be granted at the discretion of the board to eligible optionees.

Options granted under the option plan are non-assignable and non-transferable and are issuable for a period of up to ten years. In the case of employment or other contracting arrangements of a director, officer, employee or consultant of the Company being terminated, the options will immediately terminate without right to exercise. The board of directors of the Company determines the exercise price, which may be no less than the discounted market price, as defined in the option plan, at the day of grant. The Company's shareholders re-approved the plan in October 2024.

Share Option Activity

In June 2024, options to purchase up to 7,143 common shares at $1.40 per share were forfeited.

In July 2024 the Company granted options to directors, officers, employees and contractors of the Company to purchase up to 664,285 common shares of the Company at a price of $0.70 per share. The options are exercisable until July 9, 2029 and vest in stages with 25% vesting immediately and the remainder to vest 25% every six months from the date of the grant. Of the options granted, 435,714 were awarded to directors and officers of the Company. The share options are being granted pursuant to the terms of the Company's share option plan.

In January 2025, options to acquire up to 135,714 common shares at between $0.70 per share and $2.45 per share were forfeited.

Dividends

The Company has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.

19


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

Outstanding Share Information

As of the date of this MD&A, the Company had the following securities issued and outstanding:

  • 34,448,995 common shares;
  • 18,476,021 warrants to purchase common shares; and
  • 1,307,143 share options.

Fully diluted share capital based on outstanding shares, options and warrants is therefore 54,232,159 common shares.

RISKS AND UNCERTAINTIES

Sanatana’s business of mineral resource exploration involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future; Sanatana’s common shares should therefore be considered speculative. The following are the principal risks that the Company faces:

Liquidity and Going Concern

The Company has substantially exhausted its cash and at March 31, 2025 and had a working capital deficiency of $946,000. There can be no assurance that the Company will be able to raise sufficient funds to satisfy its liabilities, fund operations and conduct exploration on its current properties or fund any future properties. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future.

Capital Markets and Economic Uncertainty

The Company’s business plan primarily relies on obtaining funding through offerings of its equity, but the current market capitalization of the Company will make it difficult to raise funds without incurring dilution to existing shareholders, or at all.

Recent policy changes by the US government have heightened economic uncertainty and caused volatility in the capital markets. The effect of a global economic slowdown or the imposition of countervailing tariffs, if any, are unknown.

The Proposed Acquisition and RTO May Not Close

The proposed acquisition of the Gold Strike One Project and Abitibi Property described above may not close as it is dependent on the completion of several factors, some of which are outside of the Company’s control, including but not limited to:

  • requisite regulatory approval, including TSX-V approval;
  • completion of customary closing conditions, including receipt of Sanatana shareholder approval;
  • any additional closing conditions set out in the Definitive Agreement; and
  • the Company raising gross proceeds of at least $4.1 million in the proposed private placement.

There can be no assurance that these conditions will be satisfied or waived or that the RTO will be completed. If the Proposed Acquisition and RTO are not completed or are delayed, the market price of Sanatana’s common shares may be adversely affected.

Liquidity and Controlling Shareholder Risk

Following completion of the Gold Strike One and Gold Strike Two Project transactions, the Vendor is expected to be a Control Person of the Resulting Issuer (as those terms are defined in TSX-V policies) and will hold approximately 45% of the issued and outstanding Resulting Issuer common shares. Through its shareholdings, LIRECA and Florin may be able to exert significant influence on the Resulting Issuer board, including through its board nomination right, or to cause or prevent a change of control of the Resulting Issuer. Under Canadian law, an offer to purchase the Resulting Issuer shares held by LIRECA and Florin,


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

depending on the offer price, would not necessarily result in an offer to purchase the remaining Resulting Issuer shares.

The extent of the public float and trading volume and pricing of the Resulting Issuer shares may be negatively affected by the significant holding of Resulting Issuer shares of LIRECA and Florina following the completion of the transactions.

Termination of the Definitive Agreement in Certain Circumstances

Each of Sanatana, LIRECA and Florin have the right to terminate the Definitive Agreement in certain circumstances. Accordingly, there is no certainty, nor can the parties provide any assurances that the Definitive Agreement will not be terminated by any of the parties before completion of the Proposed Acquisition.

Nature of Mineral Exploration and Development Projects

The business of mineral exploration involves a high degree of risk. Few of the properties that are explored are ultimately developed into mines. The long-term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by factors that are beyond the control of the Company.

Mineral exploration is subject to risks which could result in damage to life or property or the environment. The Company's business is subject to disruptions caused by unusual or unexpected formations, formation pressures, fires, power failures, flooding, explosions, cave-ins, landslides, the inability to obtain suitable or adequate equipment or machinery, labour disputes, or adverse weather conditions. Although the Company maintains insurance to cover normal business risks, the availability of insurance for many of the hazards and risks is extremely limited or uneconomical at this time. Through high operating standards, Sanatana works to reduce these risks.

In the event the Company is fortunate enough to discover a sizable deposit, the economics of commercial production depend on many factors, including the cost of operations, the size, quantity and quality of ore concentration of gold, proximity to infrastructure, financing costs and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection. The effects of these factors cannot be accurately predicted, but any combination of these factors could adversely affect the economics of commencement or continuation of commercial production.

The ability of the Company to explore or develop its mineral properties may be adversely affected by First Nations claims on the land.

The profitability of the Company's operations will be dependent on the market price of the resources it is seeking, currently copper and gold. Resource prices are affected by factors beyond the control of the Company, including international economic and political conditions, levels of supply and demand and international currency exchange rates.

Success in establishing reserves is the result of a number of factors, including the quality of management, the Company's level of geological and technical expertise, the quality of land available for exploration, the availability of suitable contractors and other factors. If mineralization is discovered, the initial phases of drilling may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish reserves through drilling, to determine the optimal metallurgical process and to construct mining and processing facilities. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of resources or reserves.

Government Regulation

The Company's activities are subject to laws governing exploration, development, production, taxes, labour standards and occupational health, environmental protection, toxic substances, land use, water use and other matters. Failure to comply with applicable laws and regulations may result in penalties or enforcement actions, including orders issued by regulatory authorities curtailing the Company's operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures. Such


SANATANA RESOURCES INC.
Management's Discussion and Analysis
Year Ended March 31, 2025

laws and regulations are subject to change in a manner which could limit operations or incur additional costs.

Dependence on Key Personnel

Sanatana’s operations depend on a few key personnel. Due to its small size, the loss of the services of one or more of these personnel could adversely affect the Company.

Conflicts of Interest

Certain of the Company’s directors, officers and significant shareholders are or may become shareholders, directors or officers of other natural resource companies, and, to the extent that such other companies may participate in ventures with the Company, these individuals may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or of its terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which one or more directors or officers may have a conflict.

From time to time, the Company, together with several other companies, may be involved in a joint venture opportunity where several companies participate in the acquisition, exploration and development of natural resource properties, thereby permitting the Company to be involved in a greater number of larger projects with an associated reduction of financial exposure in any given project. The Company may also assign all or a portion of its interest in a particular project to any of these companies due to the financial position of the other company or companies.

In accordance with the laws of the province of British Columbia, the directors are required to act honestly and in good faith with a view to furthering the best interest of the Company. In determining whether or not the Company will participate in a particular program and the related interest to be acquired, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed, and the financial position of the Company at that time.

Additional information is available at the Company’s website at www.sanatanaresources.com. For all regulatory filings including news releases, please refer to the Company’s profile on www.sedarplus.ca.

22