GoldHaven
RESOURCES CORP.
(An Exploration Stage Company)

Management’s Discussion and Analysis

For the Nine months ended
April 30, 2025

Corporate Head Office
Bentall 5, 550 Burrard Street, Suite 2501,
Vancouver, BC,
V6C 2B5

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

INTRODUCTION

This Management Discussion & Analysis ("MD&A") for GoldHaven Resources Corp. (the "Company" or "GoldHaven") for the period ended April 30, 2025, has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of June 19, 2025, and compares its financial results for the period ended April 30, 2024. This MD&A provides a detailed analysis of the business of GoldHaven and should be read in conjunction with the Company's interim consolidated financial statements and the accompanying notes for the period ended April 30, 2025, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and the audited consolidated financial statements and accompanying notes for the year ended July 31, 2024.

The Company's reporting currency is the Canadian dollar, and all monetary amounts in this MD&A are expressed in Canadian dollars unless otherwise stated. References to "US$" are to United States dollars. The Company is presently a "venture issuer" as defined in NI 51-102.

On October 2, 2024, the Company common shares were consolidated on a basis of one post-consolidated common share for every four pre-consolidated common shares. The number of shares, options, warrants and per share amounts presented have been retrospectively adjusted to reflect the impact of the share consolidation.

Caution Regarding Forward Looking Statements

This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the Company's strategies and objectives, both generally and in respect of its specific mineral properties; the timing and cost of planned exploration programs of the Company; the duration thereof and the timing of the receipt of results therefrom; the Company's future cash requirements; general business and economic conditions; the potential for the Company to secure rights to, or to earn an interest in, additional mineral properties; the proposed use of the proceeds of the private placements completed by the Company; and the Company's expectation that it will be able to enter into agreements to acquire interests in additional mineral projects, particularly with respect to projects prospective for gold. All statements, other than statements of historical fact are forward-looking statements. Information concerning mineral resource estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "plan", "forecast" and similar expressions, or which by their nature refer to future events. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities and the Company's inability to identify one or more economic deposits on its properties; future prices of mineral resources; accidents; dependence on key personnel; labour pool constraints; labour disputes; availability of infrastructure required for the development of mining projects; delays or inability to obtain governmental and regulatory approvals for mining operations, financing or for the completion of development or construction activities; the performance, or lack thereof, of third parties; and other risks identified herein under "Risk Factors".

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially and adversely, from those expressed or implied by forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions as to: the availability of financing for the Company's exploration and development activities; operating and exploration costs; the Company's ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; the level and volatility of the prices for precious and base metals, including gold, silver and copper; the ability of the Company to negotiate suitable access agreements with the holders of surface rights to the Company's optioned mineral properties, including with respect to the timing and costs thereof; and general business and economic conditions.

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Cautionary Note to US Investors

Information concerning mineral properties in this MDA has been prepared in accordance with Canadian disclosure standards under applicable Canadian securities laws, which are not comparable in all respects to United States disclosure standards. The terms "mineral resource", "measured resource", "indicated resource" and "inferred resource" (and similar expressions) used in this MDA are Canadian mining terms as defined in accordance with National Instrument 43-101 under guidelines set out in the standards set by the Canadian Institute of Mining, Metallurgy and Petroleum.

While the terms "mineral resource", "measured resource", "indicated resource" and "inferred resource" are recognized and required by Canadian regulations, they are not defined terms under the standards of the U.S. Securities and Exchange Commission ("SEC"). As such, certain information contained or incorporated by reference in this MDA concerning descriptions of mineralization and resources under Canadian standards is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. An "inferred resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility. It cannot be assumed that all or any part of an "inferred resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or other economic studies. Investors are cautioned not to assume that all or any part of measured, indicated or inferred resources will ever be converted into Mineral Reserves. Investors are also cautioned not to assume that all or any part of an "inferred resource" exists, or is economically or legally mineable.

Caution Regarding Adjacent or Similar Exploration and Evaluation Assets

This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the "SEC") set forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7") strictly prohibit information of this type in documents filed with the SEC.

All readers are cautioned that the Company has no interest in or rights to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefrom or economics with respect thereto, are not indicative of mineral deposits on the Company's properties or the potential production from, or cost or economics of, any future mining of any of the Company's mineral properties.

Caution Regarding Historical Results

Historical results of operations and trends that may be inferred from the discussion and analysis in this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations, thus resulting in the Company losing its rights to some or all of its mineral properties. See "Risk Factors".

All of the Company's public disclosure filings, including its most recent material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's exploration and evaluation assets.

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

BUSINESS OF THE COMPANY

The Company is a mineral exploration and development company. Its principal activities consist of evaluating, acquiring, exploring and developing mining properties.

Mineral exploration and development of mining properties are expected to constitute the principal business of the Company for the coming periods. In the course of realizing its objectives, it is expected that the Company will enter into various agreements specific to the mining industry, such as option agreements for mining concessions, joint venture agreements, project acquisition or financing agreements.

Outlook

The Company’s immediate priority is to plan and execute multi-phased exploration programs on its large-scale porphyry mineralization projects in British Columbia and Brazil. These projects include the Magno and Three Guardsmen properties, located in the Liard mining district and adjacent to the historic Cassiar mining district, as well as the Copeçal property, located in the Juruena Gold Province within Mato Grosso, Brazil.

Corporate Structure

GoldHaven Resources Corp. was incorporated on February 20, 2019 under the laws of British Columbia under the name Altum Resource Corp., the name change being effective June 24, 2021.

GoldHaven’s head office is located at Suite 2288 – 1177 Hastings Street, Vancouver, BC, Canada V6E 2K3 and its registered and records office is located at Suite 2288 – 1177 Hastings Street, Vancouver, BC, Canada V6E 2K3.

On September 15, 2021, the Company acquired all of the common shares of 1243461 B.C. Ltd. (“3461”), a private, B.C. incorporated company. 3461 owns an unilateral option to purchase the Apolo Project properties - see “Mineral Projects/Chile Projects”.

On September 11, 2021, the Company incorporated GoldHaven Resources Chile SpA, a wholly-owned subsidiary of the Company, to hold its Chilean projects – see “Mineral Projects/Chile Projects”.

On April 16, 2024, the Company announced that it entered into an Option Agreement to acquire a 100% interest in the Powerline Uranium Project with Ameranium Resources Corp. dated April 15, 2024, for a 100-per-cent legal and beneficial interest in and to 630 lode claims in Grand county, Utah, covering 13,008 acres. The Powerline option agreement sets out that Goldhaven may acquire a 100-per-cent interest in and to the property by exercising two separate options (first option and second option), whereas the first option shall expire by July 1, 2024, and the second option expires by Dec. 31, 2025. By exercising the first option, Goldhaven may acquire an undivided interest in and to 40 lode claims encompassing approximately 800 acres of the property in consideration of 8.8 million common shares of Goldhaven. Goldhaven may acquire the remaining 590 lode claims in the property encompassing approximately 12,208 acres by exercising the second option and in consideration of 17.6 million common shares for the remainder of the property. In the event that Goldhaven does not exercise the first option and the second option by such foregoing deadline dates, such option or options shall expire and be of no force or effect. Further, if the first option is not exercised by its deadline being July 1, 2024, the second option shall automatically expire on July 2, 2024, and be of no force or effect (Refer to the Company’s April 16, 2024, and May 7, 2024, News Releases). On May 28, 2024, the Company decided not to move forward with the option agreement with Ameranium pursuant to the Powerline Uranium Project, Utah, and has provided a termination notice making the termination effective June 26, 2024.

On October 31, 2024, the Company entered into a definitive securities exchange agreement with Copper Peak Metals Inc., pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Copper Peak from the Copper Peak shareholders in exchange for:

3.99 million common shares of the company at a deemed price of nine cents per consideration share for total deemed consideration of $359,100 (Issued on November 8, 2024);
500,000 common share purchase warrants, each exercisable at 10 cents per warrant to acquire one common share of the company until September 16, 2027;

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

500,000 common share purchase warrants, each exercisable at 10 cents per warrant to acquire one common share of the company until August 22, 2027.

Copper Peak has an acquisition agreement for the acquisition of a 100-per-cent interest in the Magno and Three Guardsmen properties. The future obligations under this acquisition agreement include the payment of $93,334 to the underlying property optionor, Gerry Diakow, by January 29, 2025. In connection with the closing of the transaction, it is expected that Mr. Diakow will be appointed to the board of directors of Goldhaven. Out of the 3.99 million consideration shares, 2.99 million consideration shares shall be subject to a pooling arrangement, where 10 per cent of such shares shall be released on closing and the balance shall be released in six tranches of 15 per cent every six months.

Pursuant to the Amalgamation Agreement, on January 13, 2025 (the "Closing Date") the Company acquired all of the issued and outstanding common shares of Boa Gold Corp. ("Boa Gold") by way of a three-cornered amalgamation (the "Transaction") whereby Subco (a wholly-owned subsidiary of the Parent (GoldHaven Resources Corp.) formed for the purposes of the Transaction) and Boa Gold amalgamated pursuant to the provisions of the Business Corporations Act (BC) to form Boa Brazil Development Corp., a wholly owned subsidiary of Boa Gold. On closing of the Transaction (the "Closing"), all of the issued and outstanding Boa Shares were cancelled and, in consideration for such Boa Shares, the holders of Boa Shares received an aggregate of 5,759,957 units (the "Units") of the Company, on the basis of two Boa Shares for one Unit. Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Unit Warrant") issued with a security value of $0.11 per unit, with each Unit Warrant exercisable to purchase one common share of the Company (each, a "Unit Warrant Share") at a price of $0.25 per Unit Warrant Share until January 13, 2027. The Unit Shares, Unit Warrants, and any Unit Warrant Shares issued upon the exercise of Unit Warrants are subject to voluntary contractual restrictions on transfer for a period of six months. Fifty percent of the Unit Shares will be released 4 months from the Closing Date and 50% will be released 6 months from the Closing Date. Twenty-five percent of the Unit Warrants were released on the Closing Date, and an additional 25% will be released on each of the first three monthly anniversaries of the Closing Date. Any Unit Warrant Shares issuable upon exercise of Unit Warrants will be subject to the same restrictions as the Unit Warrants.

On April 7, 2025, the Company: (i) completed a vertical short form amalgamation with its wholly-owned subsidiary, Copper Peak Metals Inc.; and (ii) its indirect wholly-owned subsidiary, Ouro Resources Inc., completed a continuation from the Province of Ontario into the Province of British Columbia as 1532873 B.C. Ltd., and subsequently completed a vertical short form amalgamation with direct wholly-owned subsidiary Boa Brazil Development Corp. The Reorganization was undertaken in order to simplify the corporate structure of the Company, enable the Company to conduct certain flow-through financings on its assets, and to reduce administrative costs.

On June 12, 2025, the Company entered into a title transfer agreement (the "Agreement") with Fundamental Resources Corp. (the "Vendor"), pursuant to which it is entitled to acquire a 100% interest in the Kuhn, Dead Goat and M3 Claims totaling 1,100.6 acres within the company's flagship Magno project, located in the Cassiar Mining District, British Columbia (the "Transaction"). As consideration, the Company will issue 1,250,000 common shares (the "Consideration Shares") to the Vendor, subject to a 36-month escrow release schedule pursuant to which 10% of the Consideration Shares will be released on completion of the Transaction, and 15% on each six month anniversary thereof. 100% of the Consideration Shares will be subject to the standard Canadian statutory four month hold period. The Transaction is expected to be completed on or about June 24, 2025. The claims host a historic resource of 409,300 tonnes at 0.48 per cent WO3 (tungsten trioxide) and 0.134 per cent MoS2 (molybdenum disulphide) in the Kuhn North zone. These estimates are historical in nature and do not meet National Instrument 43-101 standards and therefore should not be relied upon.

On June 18, 2025, the Company announced that it intends to conduct a non-brokered private placement of up to 3,846,154 flow-through shares (each an "FT Share") at a price of $0.13 per FT Share for gross proceeds of up to $500,000 (the "Offering"). The FT Shares will be "flow through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "TaxAct"). All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day. The Company may pay finder's fees in connection with the Offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. Completion of the Offering is subject to customary conditions and the receipt of all necessary approvals.

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

The gross proceeds from the Offering will be used by the Company for “Canadian exploration expenses” that are “flow-through critical mineral mining expenditures” (as such terms are defined in the Tax Act) on the Company’s British Columbian properties, including the Magno and Three Guardsman projects.

The following is a visual presentation of the Company’s corporate organization as at June 19, 2025:

Personnel

In addition to its staff located in Vancouver, the Company also engages consultants, when necessary, to provide geological, metallurgical, and other corporate and technical consulting services.

Management

As of the MDA Date, the Company’s Officers are Robert Birmingham (President and CEO) and Sead Hamzagic (CFO and Corporate Secretary).

On August 19, 2024, the Company reported that the board of directors appointed Michael Stier and Chris Cooper to the board effective immediately and has accepted the resignations of David Smith and W. Scott Dunbar as directors.

On November 8, 2024, the Company reported that the board of directors have appointed Stephen Gerald Diakow to the board.

On February 27, 2025, the Company reported that Bonn Smith has resigned as President and Chief Executive Officer and Chris Copper as been appointed as Interim Chief Executive Officer.

On June 3, 2025, the Company reported that Robert Birmingham has been appointed as President and Chief Executive Officer and Chris Copper has resigned as the Interim Chief Executive Officer.

Qualified Persons:

Magno and Three Guardsmen Properties in BC, Canada – R.J. (Bob) Johnston, P.Geo, is the Qualified Person as defined by National Instrument 43-101 Standards of Disclosure.

Copecal, Bahia and Iguatu Properties in Brazil – Jonathan Victor Hill, B.Sc. Hons, FAusIMM is the Qualified Person as defined by National Instrument 43-101 Standards of Disclosure.

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all its exploration and evaluation assets and, to the best of its knowledge, title to all its properties are in good standing on the Company's current properties retained.

	CANADA (BC)	BRAZIL	Total
	Magno & Three Guardsmen	Copecal, Bahia, Iguatu
Balance July 31, 2024	$ -	$ -	$ -
Acquisition costs:
Cash	93,334	-	93,334
Shares	359,100	2,831,016	3,190,116
Acquisition costs for the period	452,434	2,831,016	3,283,450
Deferred exploration costs:
Assays	17,402	-	17,402
Field supplies	1,577	-	1,577
Geological	1,451	-	1,451
Reports	11,500	-	11,500
Staking and professional fees	22,191	2,241	24,432
Travel and accommodations	7,952	-	7,952
Exploration costs for the period	62,073	2,241	64,314
Balance April 30, 2025	$ 514,507	$ 2,833,257	$3,347,764
	CANADA (BC)	CANADA (Nfld)	Total
	Smoke Mountain	Pat's Pond & O'Neill
Balance July 31, 2023	$ 1,667,403	$ 1	$ 1,667,403
Acquisition costs:
Cash	-	-	-
Shares	70,577	-	70,577
Acquisition costs for the year	70,577	-	70,577
Deferred exploration costs:
Consulting	35,000	-	35,000
Field exploration (recovery)	(101,762)	-	(101,762)
Reports	4,556	-	4,556
Travel	4,519	-	4,519
Exploration costs for the year	(57,687)	-	(57,687)
Write-off of exploration costs	(1,680,293)	(1)	(1,680,294)
Balance July 31, 2024	$ -	$ -	$ -

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

MINERAL PROJECTS - CANADA

Magno & Three Guardsmen – B.C., Canada

On October 31, 2024, the Company entered into a definitive securities exchange agreement with Copper Peak Metals Inc. (“Copper Peak”), pursuant to which the Company has agreed to acquire all the issued and outstanding shares of Copper Peak from the Copper Peak shareholders in exchange for:

3,990,000 common shares of the company (issued on November 8, 2024, with a fair value of $359,100);
500,000 common share purchase warrants, each exercisable at $0.10 to acquire one common share of the company until September 16, 2027;
500,000 common share purchase warrants, each exercisable at $0.10 to acquire one common share of the company until August 22, 2027.

Out of the 3,990,000 consideration shares, 2,990,000 consideration shares shall be subject to a pooling arrangement, where 10% of such shares were released on closing (November 8, 2024) and the balance shall be released in six tranches of 15% every six months.

The properties under the amalgamation include a 100% ownership of the Magno and Three Guardsmen mineral properties in British Columbia's Liard Mining District. The Magno property includes 24 mineral tenures, while the Three Guardsmen property holds 12. Both projects focus on the late Cretaceous terranes, known to host significant porphyry deposits like those at Casino and Red Mountain. The exploration team will target granitic bodies beneath promising skarn deposits, aiming to identify the source of mineralized fluids linked to these skarns. The focus will be on extensive geochemical and geophysical exploration to identify potential porphyry sources.

Copecal, Bahia, Iguatu – Brazil

Pursuant to the Amalgamation Agreement, on January 13, 2025 (the “Closing Date”) the Company acquired all of the issued and outstanding common shares of Boa Gold Corp. (“Boa Gold”) by way of a three-cornered amalgamation (the “Transaction”) whereby Subco (a wholly-owned subsidiary of the Parent formed for the purposes of the Transaction) and Boa Gold amalgamated pursuant to the provisions of the Business Corporations Act (BC) to form Boa Brazil Development Corp., a wholly owned subsidiary of the Parent (GoldHaven Resources Corp.). On closing of the Transaction (the “Closing”), all of the issued and outstanding Boa Shares were cancelled and, in consideration for such Boa Shares, the holders of Boa Shares received an aggregate of 5,759,957 units (the “Units”) of the Company, on the basis of two Boa Shares for one Unit at a value of $2,831,016. The properties under the amalgamation include a 100% ownership of four key projects in Brazil Copecal, Bahia North, Bahia South, and Iguatu.

The Copecal Project is comprised of 2 tenements covering 4,000 hectares in the Juruena Gold Province of central-western Brazil in the Mato Grosso State; one of the most mining friendly jurisdictions in Brazil. Copecal is drill-ready with 2 well-defined high-priority drill targets and has excellent access to infrastructure (water, road access, energy). Copecal is only 60km from Alta Floresta, a 50,000-population center with daily commercial flights from the state capital. There has been an estimated $1M USD in historical exploration expenditure on the property. Follow up soil sampling generated a 6km strike gold anomaly. Copecal has potential for IRG style gold (Intrusive Related Gold), porphyry style copper-gold, epithermal gold, and orogenic gold deposits.

The Bahia North and Bahia South Projects cover extensive areas in Bahia State. Bahia North (42,000 hectares) is known for base metals, gemstones, and emerald deposits. Bahia South, near the Minas Gerais border, features pegmatite formations hosting valuable elements like niobium, beryllium, and lithium.

The Iguatu Project in Ceará State comprises three blocks within the Solonópole pegmatitic district. It is recognized for lithium minerals, gemstones, and zoned pegmatites enriched with beryllium, tantalum, and lithium.

On June 10, 2025, the Company announced that it has commenced the auger drill program at its 100-per-cent-owned Copecal gold project, located in the prolific Juruena terrane, Mato Grosso state, Brazil. Building on momentum from prior announcements, the company's geological team has been busy on site confirming auger drill rig access, finalizing the grid location and establishing accommodations for the full crew during the program. On June 9, 2025 the drill rig began turning on the planned 2,000-metre (m) auger drilling program, designed to enhance geological understanding

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

to support future diamond drilling campaigns. The auger drilling program will focus primarily on defining a 3-D litho-geochemical footprint of gold distribution within the regolith profile beneath the extensive eastern gold-in-soil anomaly. Vertical auger holes will be drilled systematically from surface to the regolith-bedrock interface, expected to range between five and 30 m in depth, on a tight 100 m by 50 m grid. This methodical approach is expected to generate high-resolution data critical for the refinement of subsurface geological and structural models. In addition to the eastern anomaly, the company will test several other zones of gold anomalous that align with interpreted structural trends, further leveraging the favourable geology observed across the Copecal project area. Looking ahead, the4 Company anticipates launching a drone-borne very-low-frequency (VLF) electromagnetic survey in early July. This survey will target the structural trends believed to be favourable hosts to gold mineralization, covering both the eastern and western gold-in-soil anomalies, as well as their potential strike extensions. The integration of VLF geophysics with auger geochemistry will provide a robust framework for finalizing diamond drill collar locations, thereby maximizing the efficiency and effectiveness of future drilling campaigns.

Smoke Mountain Project – B.C., Canada

On May 15, 2021, the Company entered into an earn-in agreement expiring May 15, 2024 (extended), under which the Company may earn a 100% interest in the 4 claims comprising the Smoke Mountain copper-gold property located in central British Columbia.

On September 8, 2022, the Company entered into an additional option agreement and extended its Smoke Mountain land position through 3 additional claims.

During the year ended July 31, 2024, the property Optionors terminated the Company’s options on the Smoke Mountain 1-4 claims and the Smoke Mountain 5-7 claims, accordingly, the Company wrote-off $1,680,293.

Pat’s Pond and O’Neill Projects (Newfoundland)

During the year ended July 31, 2023, the Company decided not to continue further exploration on the Pat’s Pond and O’Neill Project claims, an indicator of impairment, leading to a test of the claims’ recoverable amount. A value in use calculation is not applicable as the Company does not have any expected cash flows from using the claims at this stage of operations. In estimating the fair value less costs of disposal, management did not have observable or unobservable inputs to estimate the recoverable amount greater than $1 while the claims were in good standing and therefore recorded an impairment provision of $1 during the period ended July 31, 2024 ($3,183,003 – July 31, 2023).

MINERAL PROJECTS – CHILE

Apolo Project

On October 28, 2020, the Company executed an option agreement (the “Apolo Option”) with Apolo Exploraciones SpA and IMT Exploraciones SpA, the owners of the Apolo Project mining concessions (known as Alicia, Roma, Condor, Jacqueline, and Valle). The five Apolo Project areas are located in the northern portion of the Maricunga.

During the year ended July 31, 2023, the Company and the Optionors could not agree in their renegotiations and gave notice to the Optionor terminating the Option Agreement, an indicator of impairment. Accordingly, the Company accrued an additional $50,000 USD in maintenance costs it was responsible for up to the date of the termination notice.

Overall Performance

The Company is a mineral exploration company involved in the acquisition and assessment of mineral properties in Canada and Brazil, with a focus on the discovery and development of gold resources.

Pursuant to the Company’s March 2020 Initial Public Offering (“IPO”), the common shares of the Company commenced trading on the Canada Securities Exchange (“CSE”) under the trading symbol ALTM. On June 24, 2020, the Company changed its name to Goldhaven Resources Corp. and on July 3, 2020, the Company’s shares commenced trading on the CSE under the symbol GOH.

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

On September 9, 2020, the Company’s shares commenced trading on the OTCQB under the symbol ATUMF, which was changed to GHVNF on December 7, 2021.

Activities and events of note for the current fiscal year are as follows:

The Company, a Canadian junior metals exploration company, is currently focused on acquiring and exploring new highly prospective land packages in North America.
On October 31, 2024, the Company entered into a definitive securities exchange agreement with Copper Peak Metals Inc., pursuant to which the Company acquired all of the issued and outstanding shares of Copper Peak from the Copper Peak. The closing occurred on November 8, 2024.
On January 13, 2025 (the “Closing Date”) the Company acquired all of the issued and outstanding common shares of Boa Gold Corp. by way of a three-cornered amalgamation.
On June 12, 2025, the Company entered into a title transfer agreement (the “Agreement”) with Fundamental Resources Corp. (the “Vendor”), pursuant to which it is entitled to acquire a 100% interest in the Kuhn, Dead Goat and M3 Claims totaling 1,100.6 acres within the company's flagship Magno project, located in the Cassiar Mining District, British Columbia (the “Transaction”).
On June 18, 2025, the Company announced that it intends to conduct a non-brokered private placement of up to 3,846,154 flow-through shares (each an “FT Share”) at a price of $0.13 per FT Share for gross proceeds of up to $500,000 (the “Offering”)

SHARE CAPITAL TRANSACTIONS

During the period ended April 30, 2025:

On December 4, 2024, the Company closed a non-brokered private placement for 9,500,000 units at a price of $0.05 per unit for gross proceeds of $475,000. Each unit consists of one common share and one-half of one common share purchase warrant with each full warrant entitling the holder to purchase one additional common share at a price of $0.10 per for a period of 24 months from the date of issuance.
On December 7, 2024, the Company settled $10.00 in debts by issuing 46,511 common shares with a fair value of $10,000 resulting in neither a gain nor loss on settlement.
On January 13, 2025, the Company issued 5,759,957 units consisting of 5,759,957 shares with a fair value of $2,073,585 and 5,759,957 warrants in consideration of the Boa Gold acquisition (Notes 5 and 6). The Unit Shares, Unit Warrants, and any Unit Warrants issued upon the exercise of Unit Warrants are subject to voluntary contractual restrictions on transfer for a period of six months. Fifty percent of the Unit Shares will be released 4 months from the Closing Date and 50% will be released 6 months from the Closing Date. Twenty-five percent of the Unit Warrants were released on the Closing Date, and an additional 25% will be released on each of the first three monthly anniversaries of the Closing Date. Any Unit Warrant Shares issuable upon exercise of Unit Warrants will be subject to the same restrictions as the Unit Warrants.
On February 13, 2025, the Company closed a non-brokered private placement for 6,141,303 units at a price of $0.25 per unit for gross proceeds of $1,535,325. Each unit consists of one common share and one common share purchase warrant with each full warrant entitling the holder to purchase one additional common share at a price of $0.50 per for a period of 24 months from the date of issuance. The Company paid $27,808 and issued 111,230 broker warrants (valued at $6,962) as finders’ fees. Each broker warrant is exercisable for one additional common share for a period of 24 months at a price of $0.50 per share. If at any time after the issuance of this warrant certificate and prior to the expiry of the Warrants, the Issuer’s Common Shares on the CSE is greater than $0.75 per Common Share for a period of ten (10) consecutive trading days, the Company shall be entitled, at the sole option of the Company, to give notice to the Holder of its intention to accelerate the expiry date of the Warrants to a date that is not less than 30 days following the delivery of such notice, following which the Holder shall have until the Accelerated Expiry Date to exercise the Warrants, failing which the Warrants will automatically expire. Notice of the Acceleration Event by way of a news release disseminated by the Issuer will be considered adequate notice of the Acceleration Event.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

During the period, the Company issued 857,614 on warrant exercises for total proceeds of $147,654.
Subsequent to April 30, 2025, the Company issued 200,000 shares on option exercises for total proceeds of $13,000.
Subsequent to April 30, 2025, the Company issued 190,476 shares valued at $18,095 as part of a settlement with a consultant.

During the period ended July 31, 2024:

On November 21, 2023, issued 12,937 shares with a fair value of $4,916 in consideration of the Smoke Mountain 5-7 payment requirement in shares that was due on September 8, 2023 and issued 20,089 shares with a fair value of $7,634 in consideration of the first extension amendment of the September 8, 2022, Agreement (Note 4).
On November 21, 2023, issued 53,572 shares with a fair value of $20,357 in consideration of the Smoke Mountain 1-4 first extension amendment of the May 15, 2021, Agreement (Note 4).
On February 5, 2024, issued 10,653 shares with a fair value of $2,983 in consideration of the Smoke Mountain 1-4 payment requirement in shares that was due on July 15, 2024 and issued 53,572 shares with a fair value of $15,000 in consideration for the second extension amendment of the May 15, 2021, Agreement (Note 4).
On February 5, 2024, issued 50,223 shares with a fair value of $14,062 in consideration of the Smoke Mountain 5-7 payment requirement in shares that were due on September 8, 2024 and September 8, 2025 and issued 20,089 shares with a fair value of $5,625 in consideration of the second extension amendment of the September 8, 2022, Agreement (Note 4).

SHARE BASED PAYMENTS

Stock Options

On October 29, 2024, 452,500 incentive stock options to directors, officers and advisors of the Company at a price of $0.36 per share were cancelled.
On November 14, 2024, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 850,000 common shares in the capital stock of the Company. The options are exercisable on or before November 14, 2026, at a price of $0.065 per share.
Subsequent to April 30, 2025, the Company granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 850,000 common shares in the capital stock of the Company. The options are exercisable on or before June 3, 2027, at a price of $0.105 per share.

SUMMARY OF ANNUAL INFORMATION

	July 31, 2024	July 31, 2023	July 31, 2022
Loss for the Year	$ (2,324,942)	$ (9,485,590)	$ (4,351,514)
Loss per share – Basic and Diluted	(0.61)	(3.08)	(1.56)
Exploration and evaluation assets	-	1,667,404	8,639,653
Total Assets	43,902	1,731,129	10,364,830
Cash Dividends Declared	-	-	-

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

SUMMARY OF QUARTERLY RESULTS

The table below sets out the quarterly results for the past eight quarters:

	Three month periods ended
	April 30, 2025	January 31, 2025	October 31, 2024	July 31, 2024
Total assets	$ 4,657,818	$ 3,522,555	$ 242,887	$ 43,902
Exploration and evaluation assets	3,347,764	3,309,083	-	-
Working capital (deficit)	1,065,988	(239,612)	(41,237)	(419,923)
Shareholders’ (deficit) equity	4,413,752	3,069,471	(41,237)	(419,923)
Net loss	(257,391)	(544,814)	(138,548)	(1,845,450)
Loss per share and diluted loss per share	(0.01)	(0.03)	(0.02)	(0.41)
	Three month periods ended
---	---	---	---	---
	April 30, 2024	January 31, 2024	October 31, 2023	July 31, 2023
Total assets	$ 1,768,457	$ 1,720,376	$ 1,748,083	$ 1,731,129
Exploration and evaluation assets	1,680,293	1,629,466	1,692,904	1,667,404
Working capital	(254,766)	(351,096)	(371,820)	(247,021)
Shareholders’ equity	1,425,527	1,278,371	1,321,084	1,420,383
Net loss	(279,573)	(100,620)	(99,299)	(634,308)
Loss per share and diluted loss per share	(0.12)	(0.04)	(0.04)	(0.20)

The variation seen over such quarters is primarily dependent upon the success of the Company's ongoing property evaluation program and the timing and results of the Company's exploration activities on its then current properties, none of which are possible to predict with any accuracy. There are no general trends regarding the Company's quarterly results, and the Company's business of mineral exploration is not seasonal, except to the extent that explorations work on certain properties may be restricted to certain portions of the year if prevailing weather conditions make such work prohibitively expensive or practically impossible to complete at other times. Quarterly results can vary significantly depending on whether the Company has granted any stock options or paid any employee bonuses, and these are factors that account for material variations in the Company's quarterly net losses, none of which are predictable. General operating costs other than the specific items noted above tend to be quite similar from period to period. The variation in income is related solely to the interest earned on funds held by the Company, which is dependent upon the success of the Company in raising the required financing for its activities which will vary with overall market conditions and is therefore difficult to predict.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

SEGMENTED INFORMATION

The Company has two reportable geographical segments. Canada is the Company’s principal operating business and the Canadian corporate office. The Company’s reportable segments are based on management’s property investments and strategic plans for the foreseeable future.

Loss for the periods and total assets by segments are as follows:

	Period ended April 30, 2025	Year ended July 31, 2024
Net loss
Canada	$ 917,756	$ 2,315,837
Brazil	22,729	-
Chile	268	9,105
	$ 940,753	$ 2,324,942
Total long-term assets
Canada	$ 514,507	$ -
Brazil	2,833,257	-
Chile	-	-
	$ 3,347,764	$ -

RESULTS OF OPERATIONS

Three months ended April 30, 2025, compared with three months ended April 30, 2024

During the three months ended April 30, 2025, the Company incurred a loss of $257,391 (2024 – $279,573). An explanation of some of the significant differences between the current and prior periods is as follows:

Consulting of $74,750 (2024 - $36,000) increased by $38,750 mainly due to additional consultants with the new acquisition of exploration properties.
Investor relations of $28,270 (2024 - $12,086) increased by $16,184 during the current period mainly period mainly due to Digital Marketing Services.
Office and administration of $7,410 (2024 - $20,863) decreased by $13,453 mainly due to the reduction of the former Corporate Secretary and a reduction in insurance costs.
Professional fees of $137,131 (2024 - $45,852) increased by $91,279 mainly due to legal fees on debt settlement and exploration and evaluation acquisition.
Regulatory fees of $11,441 (2024 - $9,966) increased by $1,475 mainly due to services required by the transfer agent during the period on the current private placements.
Rent of $Nil (2024 - $3,083) decreased by $3,083 due to the elimination the old office space.
Share-based payments of $Nil (2024 - $153,276) decreased by $153,276 during the current period as a result of timing and the quantity and value of stock options granted during the period compared to the comparative period.
Foreign exchange gain of $171 (2024 - $1774) decreased by $1,603 during the current period due to foreign exchange balances in foreign currencies and changes to exchange rates.
Gain on debt settlement of $1,440 (2023 - $Nil) was due to the settlement of $11,440 on a Vendor invoice by agreeing to pay $10,000 as full settlement and release, resulting in a gain of $1,440.
Write-off of exploration and evaluation assets of $Nil (2024 - $1) was due to the write-off of the Newfoundland Property.

Nine months ended April 30, 2025, compared with nine months ended April 30, 2024

During the nine months ended April 30, 2025, the Company incurred a loss of $940,753 (2024 – $479,492). An explanation of some of the significant differences between the current and prior periods is as follows:

Consulting of $146,500 (2024 - $108,000) increased by $38,500 mainly due to additional consultants after the acquisition of the new subsidiaries and the exploration properties.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

Investor relations of $341,179 (2024 - $26,722) increased by $314,457 during the current period mainly due to a Digital Marketing Services Agreement with Machai Capital Inc.
Office and administration of $41,932 (2024 - $55,745) decreased by $13,813 mainly due to the reduction of the former Corporate Secretary.
Professional fees of $256,501 (2024 - $99,600) increased by $156,901 mainly due to legal fees on debt settlement and exploration and evaluation acquisition.
Regulatory fees of $63,247 (2024 - $28,173) increased by $35,074 mainly due to services required by the transfer agent during the period on the current private placements and share acquisitions of subsidiaries (exploration properties).
Rent of $6,279 (2024 - $9,484) decreased by $3,205 due to the elimination the old office space.
Share-based payments of $50,742 (2024 - $153,276) decreased by $102,534 during the current period as a result of timing and the quantity and value of stock options granted during the period compared to the comparative period.
Travel of $Nil (2024 - $265) remained fairly consistent.
Foreign exchange gain of $231 (2024 - $1,774) decreased by $1,543 during the current period due to foreign exchange balances in foreign currencies and changes to exchange rates.
Loss on debt settlement of $36,604 (2023 - $Nil) was due to the settlement of $216,648 in debts by issuing 1,079,751 common shares with a fair value of $257,977 resulting in a loss of $40,430 on settlement and a forgiveness on accounts payable providing a gain in the amount of $5,826 for a net loss of $36,044.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2025, the Company has a deficit of $19,901,887 (July 31, 2024 - $19,128,827) and a working capital of $1,065,988 (July 31, 2024 Deficit - $419,923).

During the period ended April 30, 2025 compared to April 30, 2024, the Company had the following cash flows:

i) Cash flows used in operating activities of $984,278 (2024 - $321,104). Operating cash flows are due to day-to-day operations as detailed on the statement of financial position, adjusted for non-cash items and changes in non-cash working capital items.
ii) Cash provided by investing activities of $157,648 (2024 - $57,687). The Company spent $157,648 in Exploration and evaluation assets (2024 - $61,833) and recovered $Nil (2024 - $119,520).
iii) Cash provided by financing activities of $2,394,175 (2024 - $260,783). These cash inflows were a result of net proceeds from share issuances on private placements of $2,399,429 (2024 - $260,783) less loan repayments of $5,254 (2024 - $Nil).

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company's ongoing operations have been predominantly financed by the sale of its equity securities by way of private placements and the subsequent exercise of share purchase warrants and broker warrants issued in connection with such private placements. However, the exercise of warrants/options is dependent primarily on the market price and overall market liquidity of the Company's securities at or near the expiry date of such warrants/options (over which the Company has no control) and therefore there can be no guarantee that any existing warrants/options will be exercised. The Company can also raise funds, on a temporary basis, through short term loans, however, such loans typically have a term of one year or less and so, while providing temporary funding, will require repayment with funds which must be raised in other ways. In addition, the Company can raise funds through the sale of interests in its mineral properties. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its mineral properties.

When acquiring an interest in mineral properties through purchase or option, the Company will sometimes issue common shares to the vendor or optionor of the property as partial or full consideration for the property interest in order to conserve its cash.

Due to economic conditions, globally, there is uncertainty in capital markets and the Company anticipates that it and others in the mineral resource sector will have limited access to capital. Although the business and assets of the Company have not changed, investors have increased their risk premium and their overall equity investment has

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

diminished. The Company continually monitors its financing alternatives and expects to continue to finance its general and administration overhead, property option payments and exploration expenditures through private placements.

The amount of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. There can be no assurance that such funds will be available on favorable terms, or at all.

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and directors. The transactions with related parties were in the normal course of operations and were measured at the fair value.

The amounts due to the related parties are as follows:

	April 30, 2025	July 31, 2024
Included in accounts payable and accrued liabilities:
Due to former Directors	$ 14,015	$ 14,085
Due to Directors	500	-
Due to the former CEO	-	63,364
Due to the CFO	-	50,295
Due to the former Corporate Secretary	-	16,629
	$ 34,103	$ 144,373

The amounts owing above are unsecured, non-interest bearing and have no fixed term for repayment.

Key management personnel compensation during the periods ended April 30, 2025, and 2024 was as follows:

	April 30, 2025	April 30, 2024
Included in consulting fees:
Consulting fees paid or accrued to a corporation controlled by Bonn Smith, the former CEO.	$ 62,000	$ 108,000
Consulting fees paid or accrued to a corporation controlled by Mike Stier, Director.	40,000	-
Included in Office and administration:
Former Corporate Secretary services paid to a corporation controlled by Marla Ritchie.	9,000	27,000
Included in Professional fees:
Professional fees for accounting services paid to a corporation controlled by Sead Hamzagic for CFO duties.	53,719	31,500
Included in Rent:
Occupancy costs for under a sub-lease to a corporation controlled by Marla Ritchie, the former Corporate Secretary.	6,279	9,484
Included in Stock-based compensation:
Stock-based compensation – Stock Options	50,742	138,880
	$ 221,740	$ 314,864

The transactions with related parties were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the parties.

During the year ended July 31, 2024, the Related Parties loaned $44,500 to the Company at a 14% annual rate of interest and repaid $35,000 plus $539 in interest of which $35,000 was repaid. The remaining balance at July 31,

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

2024 was $9,754 includes principal of $9,500 and accrued interest of $254. During the period ended April 30, 2025, the Company accrued an additional $285 in interest and repaid $5,000 plus interest of $539 was repaid in cash and settled $4,500 in shares. April 30, 2025 was $Nil.

CRITICAL ACCOUNTING ESTIMATES

This MDA is based on the financial statements which have been prepared in accordance with IFRS. The preparation of the financial statements requires that certain estimates and judgments are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The accounting estimates for share-based payments is based on the Black-Scholes option valuation model which was developed for use in estimating the fair value of traded options which were fully tradable with no vesting restrictions. This option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Since the Company’s stock options have characteristics significantly different from those of traded options and since changes in the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements include the assessment of the Company’s ability to continue as a going concern.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There were no changes in the Company’s significant accounting policies during the year ended July 31, 2024, that had a material effect on its consolidated financial statements. The Company’s significant accounting policies are disclosed in Note 2 to its financial statements for the year ended July 31, 2024.

Financial Risk Factors

(a) Financial risk exposure and risk management

The Company’s activities expose it to a variety of financial risks, which include credit, liquidity, market, foreign exchange, interest rate, and commodity price risks.

Financial risk management is carried out by the Company's management team with oversight from the Company’s Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counter-party’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and receivables. Management believes that the credit risk concentration with respect to financial instruments included in receivables is remote and has deposited cash in high credit-quality financial institutions.

Liquidity risk

At April 30, 2025, the Company had a cash balance of $1,256,181 (July 31, 2024 - $3,932) to settle current liabilities of $244,066 (July 31, 2024 - $463,825). The Company is exposed to liquidity risk.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade demand investments issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to assets and liabilities that are denominated in foreign currency. The Company’s property option payments and exploration expenditures on the Chilean properties are in US Dollars and a change in foreign exchange rates will have an effect on profit and loss.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s profit or loss due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on profit or loss and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in value may be significant.

Fair value of financial instruments

IFRS 7 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – valuation techniques based on inputs that are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and
Level 3 – valuation techniques with unobservable market inputs (involves assumptions and estimates by management of how market participants would price the assets or liabilities).

In evaluating fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The use of different market assumptions and valuation techniques may have a material effect on the estimated fair value amounts.

The fair values of cash, trade and other receivables and trade and other payables approximate carrying value because of their short-term nature.

As at April 30, 2025, the Company had no financial instruments that would be categorized as Level 2 in the fair value hierarchy above.

CAPITAL MANAGEMENT

The Company defines capital that it manages as the aggregate of share capital, reserve and deficit.

The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the acquisition and exploration of exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company relies on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is enough economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions. There were no changes to the Company’s approach to capital management during the year.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

RISK FACTORS

In addition to the Going Concern assumption/risk and the Financial Risk Factors noted above, the Company’s Qualitative Risk Factors are as follows:

Potential investors in the Company should be aware that investing in its securities involves a high degree of risk. The risk factors outlined in this section and elsewhere in this MDA should be carefully considered by investors when evaluating an investment in the Company. These risk factors list some, but not all, of the risks and uncertainties that may have a material adverse effect on the Company’s securities. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also impair the Company’s business operations. If the Company is unable to prevent events that have a negative effect from occurring, then its business, results of operations and financial condition and the market price of its securities could be materially and adversely affected.

Requirement for Additional Funds

The Company will require additional funds to fund ongoing administrative activities and working capital requirements for future exploration and development. The Company has no source of operating cash flow and has no assurance that additional funding will be available to the Company to carry out the completion of exploration or for property acquisitions. There can be no assurance that the Company will be able to obtain adequate additional financing or that the terms of such financing will be favourable.

Exploration, Development and Operating Risks

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration of gold, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in drilling and removal of material, any of which could result in damage to, or destruction of, facilities, damage to life or property, environmental damage and possible legal liability.

The exploration for and development of mineral deposits involves significant risks that 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 that are explored are ultimately developed into producing mines and no assurance can be given that minerals will be discovered in sufficient quantities or having sufficient grade to justify commercial operations or that funds required for development can be obtained on a timely basis. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will results in a profitable commercial mining program. The economics of developing gold and other mineral properties are affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.

Environmental Risks and Other Regulatory Requirements

The current or future operations of the Company, including exploration and development activities and the commencement of production on any mineral properties in which it might acquire an interest require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land and water use, environmental protection, mine safety and other matters.

In Canada, exploration permits are, as a practical matter, subject to the discretion of government authorities and there can be no assurance that the Company will be successful in maintaining such permits for future projects. There can be no assurance that all permits which the Company may require for future exploration activities or any construction of mining facilities or conduct of mining operations will be obtainable on reasonable terms or at all, or that the terms of

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

such permits or applicable laws and regulations will not have an adverse effect on any exploration or mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Potential Political, Social and Economic Instability in Canada and Brazil

The Company’s mineral property development efforts are being focused within Canada and Brazil. Consequently, the Company is subject to various risks associated with operating with various land stakeholders including possible political or economic instability and governmental policies which may result in the impairment or loss of mineral concessions or other mineral rights or otherwise adversely affect the Company.

The Company's interests and operations may be affected by government regulations with respect to restrictions on property access, permitting, price controls, export controls, foreign exchange controls, income taxes, foreign investment, expropriation of property, environmental legislation and mine safety. There is also a risk of other adverse developments, such as labour unrest, widespread civil unrest or rebellion, which may adversely affect the Company.

The Company's activities and results of operations may also be adversely affected by economic uncertainty associated with operating in a developing country.

There can be no assurance that any governmental action will be taken to control inflationary or deflationary situations or that any such action will be effective. Future governmental action may trigger inflationary or deflationary cycles or otherwise contribute to economic uncertainty. Additionally, changes in inflation or deflation rates and governmental actions taken in response to such changes may affect currency values. Any such events or changes could have a material adverse effect on the Company's results of operations and financial condition.

In addition, labour in Canada includes risks that labour unrest or wage agreements may adversely impact the Company's operations. These and other uncertainties associated with the Company's mineral property interests being located in a developing country may make it more difficult for the Company and any future joint venture partners to obtain any required financing for exploration and development of mineral projects in Canada.

Potential Profitability Depends Upon Factors Which Are Beyond the Control of the Company

Even if the Company is able to define mineral reserves and bring a mineral project to commercial production, the potential profitability of any such producing mineral properties would be dependent upon many factors beyond the Company's control. For instance, world prices of and markets for gold and other minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of mined ore may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, water environmental compliance or other production inputs. Such costs fluctuate in ways that cannot be predicted, or controlled, impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of the Company.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

Key Personnel

The Company's future success depends, in significant part, upon the continued service and performance of its senior management. The experience and ability of these individuals will be a factor contributing to the Company's success and growth. The loss of the services of one or more of these individuals could have a material adverse effect on the Company's business prospects. The Company has not obtained key man insurance with respect to any of its senior management.

Title Matters, Surface Rights and Access Rights

When the Company has performed its own due diligence with respect to title of present or future concessions, this should not be construed as a guarantee of title. Projects may be subject to prior unregistered agreements of transfer or indigenous land claims, and title may be affected by undetected defects. Until any such competing interests have been determined, there can be no assurance as to the validity of title of any mining or property interests derived from or in replacement or conversion of or in connection with claims formally obtained by the Company.

Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mineral exploration and development activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There is a risk that local communities or affected groups may take actions to delay, impede or otherwise terminate the contemplated activities of the Company. There can be no guarantee that the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out significant exploration and development activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, which assistance may not be provided or, if provided, may not be effective. If the development of a mine becomes justifiable it will be necessary to acquire surface rights for mining, plant, tailings and mine waste disposal. There can be no assurance that the Company will be successful in acquiring any such rights.

Governmental Permits and Licensing

In the ordinary course of business, the Company and any other entities through which the Company may obtain an interest in mineral properties will be required to obtain and renew governmental permits and licenses for the operation and expansion of existing operations or for the commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process, which will also involve local communities. The duration and success of the efforts to obtain and renew permits and licenses are contingent upon many variables not within the control of the Company including the interpretation of applicable requirements implemented by the permitting or licensing authority. Permits and licenses or the renewals thereof that are necessary to the operations in which the Company has an interest, or the cost to obtain or renew permits and licenses, may exceed what the Company expects. Any unexpected delays or costs associated with the permitting and licensing process could delay the development or impede the operation of projects in which the Company acquires an interest.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. In addition, unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect operations on the Company's operations, financial condition and results of operations.

Market Financial Conditions

Current financial markets have been subject to increased volatility. Such factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. If these increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the value and the price of the shares of the Company could be adversely affected.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

Currency Fluctuation

The Company's current exploration and property acquisition commitments are denominated primarily in Canada and United States Dollars. If the Company receives, it expects that most of any such revenues will be in Canada and United States Dollars. This Company may in the future be exposed to foreign currency fluctuations which may materially affect its financial position and operating results.

Uninsurable Risks

In the course of exploration, development and production of mineral properties involves numerous risks, including from unexpected or unusual geological or operating conditions, may occur. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Such risks may result in liabilities that reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of the Company.

The Company is not insured against environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate their available funds or could exceed the funds available to pay such liabilities and result in bankruptcy. Should the Company be unable to fund fully the remedial cost of an environmental problem it might be required to enter into interim compliance measures pending completion of the required remedy.

Operating Hazards and Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and the Company may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Conflicts of Interest

Certain directors and officers of the Company are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of the Company, and the Company's interests may be adversely affected.

No History of Earnings

The Company has no history of earnings, and there is no assurance that any other mineral properties in which it might acquire an interest will generate earnings, operate profitably or provide a return on investment in the future. The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future. The future dividend policy of the Company will be determined by its directors.

Negative Operating Cash Flow

Since commencing its operations during the financial year ended July 31, 2025, the Company has had negative operating cash flow and incurred losses. The negative operating cash flow and losses are expected to continue for the foreseeable future. The Company may never achieve positive operating cash flow.

Acquisition of Additional Mineral Properties

If the Company abandons or loses its interests in its mineral projects or the subsidiaries that hold those interests, there is no certainty that the Company's continued listing would be approved by the CSE or applicable regulatory authorities. There is also no guarantee that the CSE will approve the acquisition of any additional mineral property interests by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional property interests.

GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the period ended April 30, 2025

Competition

Significant and increasing competition exists for mining opportunities internationally. As a result of this competition, much of which is with large established mining companies with substantial capabilities and far greater financial and technical resources than the Company, the Company may be unable to acquire employees, additional attractive mining properties or financing on terms it considers acceptable. There is no assurance that the Company will be able to acquire another mineral property of merit or that such an acquisition would become a feasible and viable development project. The Company also competes with other mining companies in the recruitment and retention of qualified personnel.

Ordinary course business proceedings

The Company at times may be subject to various legal proceedings and claims that arise in the ordinary course of business. Management is of the opinion that such claims will not have a material adverse effect on the Company's future operations or financial position.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

ACCOUNTING POLICIES AND FUTURE ACCOUNTING POLICIES

Please refer to the April 30, 2025 consolidated financial statements for details on accounting policies adopted in the period as well as future accounting policies.

PROPOSED TRANSACTIONS

The Company is continually involved in the review and evaluation of mineral projects. However, no agreements with respect to the acquisition of any such mineral projects has yet been entered into, and there can be no assurance that the Company will, in fact, be successful in entering into any such agreements or acquiring interests in any additional mineral properties, even if a formal letter of intent to proceed with formal negotiations is executed.

As at the date of this MD&A, there are no proposed transactions where the Board of Directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with that have not been publicly disseminated.

DISCLOSURE OF OUTSTANDING SHARE DATA (as at June 19, 2025)

Authorized and Issued Capital Stock:

Authorized	Issued
An unlimited number of common shares without par value	37,645,974

Incentive Stock Options Outstanding Exercisable for Common Shares:

Issued	Exercisable
1,500,000	1,500,000

Warrants Outstanding Exercisable for Common Shares:

Issued	Exercisable
18,008,970	18,008,970

RSU's with a vested share price of $1.00:

Issued	Exercisable
Nil	Nil

GOLDHAVEN RESOURCES CORP.

(An Exploration Stage Company)

Form 51-102F1

Management Discussion & Analysis

For the period ended April 30, 2025

ADDITIONAL SOURCES OF INFORMATION

Additional disclosures pertaining to the Company, including its most recent interim unaudited and audited financial statements, management information circular, material change reports, press releases and other information, are available on the SEDAR website at www.sedarplus.com or on the Company's website at www.goldhavenresources.com.

AI assistant

GoldHaven Resources Corp. — Management Reports 2025

47869_rns_2025-06-19_7b97e84a-5d87-455c-88a8-3c1f7b181ad6.pdf

INTRODUCTION

Caution Regarding Forward Looking Statements

Cautionary Note to US Investors

Caution Regarding Adjacent or Similar Exploration and Evaluation Assets

Caution Regarding Historical Results

BUSINESS OF THE COMPANY

Outlook

Corporate Structure

Personnel

Management

Qualified Persons:

EXPLORATION AND EVALUATION ASSETS

MINERAL PROJECTS - CANADA

Magno & Three Guardsmen – B.C., Canada

Copecal, Bahia, Iguatu – Brazil

Smoke Mountain Project – B.C., Canada

Pat’s Pond and O’Neill Projects (Newfoundland)

MINERAL PROJECTS – CHILE

Apolo Project

Overall Performance

SHARE CAPITAL TRANSACTIONS

SHARE BASED PAYMENTS

Stock Options

SUMMARY OF ANNUAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

SEGMENTED INFORMATION

RESULTS OF OPERATIONS

Three months ended April 30, 2025, compared with three months ended April 30, 2024

Nine months ended April 30, 2025, compared with nine months ended April 30, 2024

LIQUIDITY AND CAPITAL RESOURCES

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

CRITICAL ACCOUNTING ESTIMATES

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Financial Risk Factors

(a) Financial risk exposure and risk management

Credit risk

Liquidity risk

Market risk

Interest rate risk

Foreign currency risk

Price risk

Fair value of financial instruments

CAPITAL MANAGEMENT

RISK FACTORS

Requirement for Additional Funds

Exploration, Development and Operating Risks

Environmental Risks and Other Regulatory Requirements

Potential Political, Social and Economic Instability in Canada and Brazil

Potential Profitability Depends Upon Factors Which Are Beyond the Control of the Company

Key Personnel

Title Matters, Surface Rights and Access Rights

Governmental Permits and Licensing

Infrastructure

Market Financial Conditions

Currency Fluctuation

Uninsurable Risks

Operating Hazards and Risks

Conflicts of Interest

No History of Earnings

Negative Operating Cash Flow

Acquisition of Additional Mineral Properties

Competition

Ordinary course business proceedings

OFF-BALANCE SHEET ARRANGEMENTS

ACCOUNTING POLICIES AND FUTURE ACCOUNTING POLICIES

PROPOSED TRANSACTIONS

DISCLOSURE OF OUTSTANDING SHARE DATA (as at June 19, 2025)

ADDITIONAL SOURCES OF INFORMATION

More from GoldHaven Resources Corp.

GoldHaven Resources Corp. Management Reports 2025