GSP Resource Corp. — Management Reports 2025

Oct 28, 2025

GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

DISCLAIMER FOR FORWARD-LOOKING INFORMATION

Certain statements in this report are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of August 31, 2025. These assumptions, which include management's current expectations, estimates and assumptions about the global economic environment may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) inability to locate and identify potential business acquisitions, (3) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (4) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. Unless otherwise required by applicable securities laws, the Issuer disclaims any obligation to update any forward-looking statements, whether as a result of new events, circumstances and information, future events or results or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below.

1.1 – Date and Basis of Discussion & Analysis

This management discussion and analysis ("MD&A") has been prepared based on information available to the Company as of October 23, 2025, and should be read in conjunction with the unaudited condensed interim financial statements of GSP Resources Corp for the Three months August 31, 2025, and the audited financial statements of GSP Resource Corp for the years ended May 31, 2025, and May 31, 2024. The unaudited condensed interim financial statements are prepared in compliance with International Financial Reporting Standard 34 – Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Unless expressly stated otherwise, all financial information is presented in Canadian dollars.

Readers are encouraged to read the Forward-Looking Statement disclaimer included with this MD&A. All of the Company's public disclosure filings, including its most recent management information circular, 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 mineral properties.

This MD&A has been prepared based on information available to the Company as of October 23, 2025.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.2 – Overall Performance

Nature of Business

GSP Resource Corp. (“GSP” or the “Company”) was incorporated as “GSP Resource Corp.” under the Business Corporations Act (British Columbia) on February 19, 2018.

The Company’s principal business activity is the exploration of mineral properties. The Company currently conducts substantially all of its operations in Canada in one business segment.

The head office and principal address of the Company is located 1030 – 505 Burrard Street, Vancouver, B.C., V7Y M53 PO Box 55.

On February 23, 2018, the Company entered into the Olivine Option Agreement with Platinum Belt Resources Inc., the Optionor, to acquire a 100% interest in 25 mineral claims comprising the Olivine Property located in the Similkameen Mining Division in the Province of British Columbia.

On January 30, 2020, the Company signed an option agreement to acquire 100% of the Alwin copper gold-silver project located in the Similkameen Mining Division, British Columbia.

On April 15, 2024, the Company entered into an acquisition agreement to acquire a 100% interest in the Mer Claims in the Highland Valley Copper Camp of British Columbia. The two Mer claims are comprised of 185 hectares in the Kamloops Mining Division. See “Exploration and Evaluation Assets”.

The Company has never generated revenue or positive cash flows from operations. For the three months ending August 31, 2025, the Company reported a net loss of $(272,727), cash used in operating activities of $(68,105), and an accumulated deficit of $(3,0026,890). For the Fiscal year ended May 31, 2025, the Company reported a net loss of $(551,260), cash used in operating activities of $(572,202), and an accumulated deficit of $(2,754,163). The Company’s ability to continue its operations as intended is dependent on its ability to obtain necessary financing and raise capital sufficient to cover its operating costs.

Operations during the three months ended August 31, 2025, and during the fiscal year ended May 31, 2024, were primarily related to obtaining the necessary financing, as well as conducting exploration programs on the Alwin Property.

During the three months ending August 31, 2025, the Company incurred exploration and evaluation assets expenditures in the amount of $28,895, and during the fiscal year ended May 31, 2025, the Company incurred exploration and evaluation assets expenditures in the amount of $814,005. See “Exploration and Evaluation Assets”.

The Company has a history of no operating earnings. The Company had a negative operating cash flow in its most recently completed financial year and will continue to for the foreseeable future.

An investment in a natural resource company involves a significant degree of risk. The degree of risk increases substantially where the company’s properties are in the exploration stage as opposed to the development stage. The mineral exploration and mining business is competitive in all of its phases.

In the event that the Company’s exploration program is successful, the Company will require additional financing in order to further develop the Company’s property. The Company may not have enough funds to carry out its Phase II exploration program on the Olivine Property and additional financing may be required.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.2 – Overall Performance (cont’d...)

Nature of Business (cont’d...)

The property of the Company does not contain any known body of commercial ore. The marketability of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. The grade of any ore ultimately mined from a mineral deposit may differ from that produced from drilling results. Mining operations generally involve a high degree of risk.

There is a degree of uncertainty attributable to the calculation of reserves, resources and corresponding grades being dedicated to future production. See “RISK FACTORS AND UNCERTAINTIES”.

Financing

During the three months ending August 31, 2025, the Company issued no common shares. During the fiscal year ended May 31, 2025, the Company issued common shares of the Company pursuant to private placements of flow through and non-flowthrough common shares, for the acquisition of mineral interests, and for the exercise of stock options. See “Share Capital”.

Exploration and evaluation assets

Alwin Property, Kamloops Mining Division, British Columbia

On January 30, 2020 (as amended November 27, 2020, December 16, 2022, June 29, 2023, February 1, 2024, July 30, 2024, and December 19, 2024), the Company entered into an option agreement to acquire a 100% interest in 9 mining claims located in the Similkameen Mining District of British Columbia.

On July 30, 2024, the Company signed an option agreement amendment between itself and Alwin Mineral Property Optionor. The Optionor agreed to extend the $50,000 cash payment that was originally due on August 5, 2024, to the 5th Anniversary of the Approval Date, in exchange for additional consideration of 900,000 share issuance on or before the 5th Anniversary of the Approval Date.

Pursuant to an amending agreement dated December 19, 2024, the Company acquired a 100% interest in the Alwin Property. In aggregate, the Company made cash payments of $137,500 (of which $62,500 was paid in January 2025 and $75,000 was paid as of August 31, 2024), and issued 4,458,332 of the Company’s common shares (of which 2,525,000 shares were issued in January 2025 and 1,933,332 were issued as of August 31, 2024) as follows:

	Cash	Shares
Upon receipt of TSX Venture Exchange approval of the Option Agreement (the “Approval Date”) (paid and issued) *	$ 25,000	200,000
On or before 1st Anniversary of the Approval Date (paid and issued)	$ 25,000	200,000
On or before 2nd Anniversary of the Approval Date (paid and issued)	$ 25,000	300,000
On or before 3rd Anniversary of the Approval Date (issued)	-	400,000
On or before August 5, 2023 (issued)	-	333,332
On or before 4th Anniversary of the Approval Date (issued)	-	500,000
On or before February 5, 2025 (as amended on January 8, 2025 (paid and issued)	$ 62,500	2,525,000
	$ 137,500	4,458,332

*Approval date is February 11, 2020.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.2 – Overall Performance (cont’d...)

Exploration and evaluation Assets (cont’d...)

Alwin Property, Kamloops Mining Division, British Columbia (cont’d...)

During the term of the option, the Company is required to keep the claims in good standing. Pursuant to the amending agreement dated December 19, 2024, a 1.8% Gross Smelter Return (“GSR”) Royalty payable to the Optionors was removed.

Three Crown Granted Mineral Claims that overlap with certain of the mineral claims comprising the Alwin Project, are deemed added to the Option Agreement. The Crown Grants are subject to a 2.5% net smelter royalty payable to Franklin Dean Miller.

Olivine Mountain Property, Similkameen Mining Division, British Columbia

On February 23, 2018 (as amended October 17, 2019, and further amended December 24, 2019), the Company entered into an option agreement to acquire a 100% interest in 25 mining claims located in the Similkameen Mining District of British Columbia. To acquire 100% interest, the Company must make cash payments of $80,000 (of which $80,000 is paid), issue 275,000 of the Company’s common shares (of which 275,000 are issued) and incur aggregate minimum exploration expenditure of $300,000 on the Olivine Property (all of which has been incurred) as follows

	Cash	Shares	Minimum Exploration Expenditures
Within 10 days after execution and delivery of the Agreement (paid)	$ 15,000	-	-
Within 10 days of the Listing Date, (paid and issued)	$ 20,000	200,000	-
Six-month anniversary of the Listing Date (paid)	$ 20,000	-	-
Fifteenth-month anniversary of the Listing Date (issued and incurred)	-	75,000	$100,000
Twenty-fourth month anniversary of the Listing Date (incurred)	-	-	$200,000
Thirtieth month anniversary of the Listing Date (paid)	$ 25,000	-	-
	$ 80,000	275,000	$300,000

During the term of the option, the Company is required to keep the claims in good standing.

These claims are also subject to a 2% Net Smelter Return (“NSR”) Royalty payable commencing from the date upon which the Property is put into commercial production, 100% of which can be acquired at a purchase price of $1,000,000 for each one-half (50%) of the NSR Royalty, leaving the Optionor with no NSR Royalty after payment of $2,000,000.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.2 – Overall Performance (cont’d...)

Exploration and evaluation Assets (cont’d...)

Olivine Mountain Property, Similkameen Mining Division, British Columbia (cont’d...)

Agreement with Full Metal Minerals Ltd.

The TSX Venture Exchange accepted for filing an option agreement dated February 24, 2020 (as amended on July 30, 2020, August 28, 2020, December 15, 2020, February 1, 2021, March 12, 2021 and April 15, 2023), between Full Metal Minerals Ltd. and the Company, whereby Full Metal Minerals Ltd. has been granted an option to acquire 60 per cent of the Company's right, title and interest in and to the Olivine Mountain property in British Columbia for consideration in the amount of $535,000 in cash (of which $110,000 is paid) and the issuance of 380,000 shares (of which 200,000 are issued) over four years. The exploration expenditures will be $1,125,000 over four years (of which $75,000 is spent).

On April 15, 2023, the Company agreed to extend the terms of an option agreement between itself and Full Metal Minerals Ltd., whereby for consideration in the amount of $20,000 and the issuance to the Company of 30,000 Full Metal Minerals Ltd. common shares (both of which were received during the year ended May 31, 2024), the Company agreed to extend certain terms of payment and exploration expenditure commitments.

During the three months ended August 31, 2025, and the fiscal year ended May 31, 2025, the Company received no Full Metal Minerals Ltd. common shares as partial consideration for the disposition of the Olivine Property. As of August 31, 2025, the Company held 100,000 (May 31, 2025 - - 100,000) shares at a fair value of $3,500 (May 31, 2025 - $3,000). During the three months ended August 31, 2025, the Company recorded a fair value adjustment of $500.

Mer Claims Kamloops Mining Division, British Columbia

On April 15, 2024, the Company entered into an acquisition agreement to acquire a 100% interest in the Mer Claims in the Highland Valley Copper Camp of British Columbia. The two Mer claims are comprised of 185 hectares in the Kamloops Mining Division. To acquire 100% interest, the Company paid a cash payment of $10,000 and issued 100,000 of the Company's common shares. The Claims are subject to a 1.0% Net Smelter Return ("NSR") Royalty. The Company has the option to repurchase the 1.0% NSR Royalty for $500,000.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.2 - Overall Performance (cont'd...)

Exploration and evaluation Assets (cont'd...)

	May 31, 2024	Additions	May 31, 2025	Additions	August 31, 2025
Acquisition costs	$	$	$	$	$
Alwin Project
Property option payments - cash	117,000	62,500	179,500	-	179,500
Property option payments - shares	210,500	277,750	488,250	-	488,250
	327,500	340,250	667,750	-	667,750
Mer Claims
Property option payments - cash	10,000	-	10,000	-	10,000
Property option payments - shares	12,000	-	12,000	-	12,000
	22,000	-	22,000	-	22,000
Olivine Property
Property option payments - cash	80,000	-	80,000	-	80,000
Property option payments - shares	49,250	-	49,250	-	49,250
Other claims - cash	991	-	991	-	991
Option payments received	(128,375)	-	(128,375)	-	(128,375)
	1,866	-	1,866	-	1,866
Total acquisition costs	351,366	340,250	691,616	-	691,616
Exploration costs
Alwin Project
Drilling	977,433	152,424	1,129,857	-	1,129,857
Environmental consulting	1,230	-	1,230	-	1,230
Fieldwork	21,250	-	21,250	-	21,250
Geological consulting	554,038	301,244	855,282	6,033	855,282
Geophysical consulting	-	-	-	22,862	-
Laboratory and analysis	96,437	-	96,437	-	96,437
Technical consulting	160,122	-	160,122	-	160,122
Travel, supplies and field expenses	55,414	20,087	75,501	-	75,501
	473,755	473,756	2,339,679	28,895	2,339,679
Olivine Property
Airborne geophysical survey	85,000	-	85,000	-	85,000
Assessment report	8,564	-	8,564	-	8,564
Core cutting	8,050	-	8,050	-	8,050
Drilling	122,683	-	122,683	-	122,683
Fieldwork	7,609	-	7,609	-	7,609
Geological consulting	19,239	-	19,239	-	19,239
Geological survey	1,375	-	1,375	-	1,375
Laboratory analysis	69,002	-	69,002	-	69,002
Mobilization	8,467	-	8,467	-	8,467
Permitting	3,550	-	3,550	-	3,550
Project management	28,109	-	28,109	-	28,109
Road clearing	1,000	-	1,000	-	1,000
Soil sampling	36,315	-	36,315	-	36,315
Technical report	23,792	-	23,792	-	23,792
Travel supplies and field expenses	79,097	-	79,097	-	79,097
	501,852	-	501,852	-	501,852
Mining exploration tax credit	(138,516)	-	(138,516)	-	(138,516)
Total exploration costs	2,229,260	473,755	2,703,015	28,895	2,731,910
Balance, end of year	2,580,626	814,005	3,394,631	28,895	3,423,526

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.3 – Selected Annual Information

As at	May 31, 2025	May 31, 2024	May 31, 2023
	$	$	$
Current Assets	505,444	166,775	211,154
Exploration and Evaluation Assets	3,394,631	2,580,626	2,161,812
Reclamation bond	27,000	27,000	27,000
Total Assets	3,927,075	2,774,401	2,399,966
Current Liabilities	25,973	90,451	176,309
Total liabilities	25,973	90,451	176,309
Share Capital	5,738,520	4,101,427	3,304,141
Reserves	916,745	785,426	564,469
Deficit	(2,754,163)	(2,202,903)	(1,644,953)
Shareholders' Equity	3,901,102	2,683,950	2,223,657
Total Liabilities and Shareholders' Equity	3,927,075	2,774,401	2,399,966

1.4 – Results of Operations

	Three months ended August 31, 2025	Three months ended August 31, 2024
	$	$
General and administrative expenses
Stock based compensation (Note 6)	147,000	15,412
Business development	65,267	12,000
Management fees (Note 7)	30,000	30,000
Shareholder information	16,086	1,289
Professional fees	7,014	6,835
Regulatory and transfer agent fees	2,887	3,392
Rent	2,250	2,250
Insurance	1,875	1,875
Office and miscellaneous	1,586	2,268
Travel and promotion	-	500
	-	1,875
Loss before income taxes and other income (losses)	273,965	75,821
Interest income	738	1,190
Fair value adjustments on marketable securities	,500	-
Net loss and comprehensive loss for the period	272,727	74,631

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.4 - Results of Operations (cont'd...)

Operations during the three months ended August 31, 2025, and 20234 were primarily related to obtaining the necessary financing, as well as conducting the exploration programs on the Alwin Property. See disclosure under "Exploration and Evaluation Assets".

For the three months ending August 31, 2025, the Company incurred a net loss of $272,727 (2024- $74,631).

The Company incurred business development fees in the amount of $65,267 (2024 - $12,000), for corporate development and strategic planning.

The Company acquired Director and Officer Liability Insurance during the year and expended $1,875 (2024 - $1,875) to operations during the period.

The Company incurred management fees paid to Simon Dyakowski, the Company's Chief Executive Officer, of $22,500 (2024 - $22,500) and management fees in the amount of $7,500 (2024 - $7,500) paid Max Investments Inc, a company controlled by Christopher Dyakowski, a Director and Chairman of the Board. (See "Related Party Transactions").

Office and miscellaneous expenditures were incurred for bank fees and interest, licences, general office and telephone expenses in the amount of $1,586 (2024 - $2,268) in connection with the maintenance of its office.

Professional fees of $7,014 (2024 - $6,835) included fees for legal and corporate services of $2,014 (2024 - $1,835), audit and related fees of $Nil (2024 - $Nil) and fees paid to the Company's Chief Financial Officer for services rendered to the Company in the amount of $5,000 (2024 - $5,000).

Regulatory fees paid to maintain the Company's listing on the TSX Venture Exchange amounted to $1,497 (2024 - $1,455) and fees paid for transfer agent fees amounted to $1,390 (2023 - $1,937).

The Company entered into a monthly office rent agreement. (Commencing July 1, 2022, the rate is amended to $750 per month), Rent incurred during the three months ended August 31, 2024, was $2,250 (2024 - $2,250).

The Company has recorded and prorates insurance costs incurred for Director and Officer's insurance in the amount of $1,875 (2023 - $1,875) per fiscal quarter.

The Company incurred $16,085 (2023 - $1,289) for advertising, news releases and dissemination of information to shareholders.

Stock based compensation is associated with the vesting of benefits upon the granting of incentive stock options to officers' directors and consultants in accordance with the Company's stock option plan. T accrues stock-based payments over vesting periods associated with each grant. During the three months ended August 31, 2024, the Company recorded $147,000 (2024 - $15,412). (See "Stock Options"). During the Three months ended August 31, 2024, the Company incurred $Nil0 (2024- $500) for travel and promotion.

Interest income earned on Reclamation Bonds placed on deposit was $738 (2024 - $1,190) in the three months ended August 31, 2025.

During the Three months ended August 31, 2025, the Company a fair value adjustment on marketable securities (See "Full Metal Minerals Ltd. agreement") in the amount of $5000 (2024 - $Nil).

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.5 – Summary of Quarterly Results (Unaudited)

The following table sets out selected quarterly information for the eight most recent quarters:

Fiscal quarters ended in Fiscal year ended May 31, 2025	May 31, 2026	February 28, 2026	November 30, 2025	August 31, 2025
Sales or Revenue	-	-	-	-
Income (loss)				(272,727)
Income (loss) per common share (Basic and Diluted)				(0.01)
Fiscal quarters ended in Fiscal year ended May 31, 2025	May 31, 2025	February 28, 2025	November 30, 2024	August 31, 2024
Sales or Revenue	-	-	-	-
Income (loss)	(142,944)	(139,575)	(194,110)	(74,631)
Income (loss) per common share (Basic and Diluted)	(0.00)	(0.00)	(0.01)	(0.00)
Fiscal quarters ended in Fiscal year ended May 31, 2024	May 31, 2024	February 29, 2024	November 30, 2023
Sales or Revenue	-	-	-
Income (loss)	(107,144)	(158,025)	(116,516)
Income (loss) per common share (Basic and Diluted)	(0.00)	(0.01)	(0.01)

1.6 – Liquidity

Although the Company has been successful in the past in raising the necessary funding to continue operations, there can be no certainty it will be able to do so in the future.

The Company is committed to expenditures pursuant to the Mer, Olivine and Alwin Property agreements. See "Exploration and Evaluation Assets".

During the three months ending August 31, 2025, the Company raised no funds. During the period it incurred exploration and development expenditures of $28,895 and expended $68,105 on operating activities.

During the fiscal year ended May 31, 2025:

• The Company raised $36,000 through issuance of common shares upon the exercise of incentive stock options.
• On September 23, 2024, the Company raised gross proceeds of $650,000 upon the issuance of non flow through share units pursuant to private placement.
• On November 1, 2024, the Company closed a flow through share private placement, raising $294,000 for exploration work.
• On April 8, 2025, the Company raised gross proceeds of $525,000 for working capital.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.7 – Capital Resources

The capital resources of the Company as of August 31, 2025, are primarily its cash of $331,023 (May 31, 2025 - $428,023). The Company has raised sufficient funds to conduct any anticipated operating expenses, to conduct exploration programs or for future acquisitions. The Company will require additional financing to fund future projects. The Company anticipates funding future expenditures additional equity subscriptions, such as private placements or through the exercise of warrants and options. In light of the continually changing financial markets, there is no assurance that funding by equity subscriptions will be possible at the times required or for the amounts desired or that it can be obtained on terms acceptable to the Company and its shareholders.

If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will be reduced, and such equity securities may have rights, preferences, or privileges senior to those of the holders of the Company's Common Shares

1.8 – Off Balance Sheet Arrangements

As of August 31, 2025, there were no off-balance sheet arrangements to which the Company was committed.

1.9 – Transactions with Related Parties

During the three months ended August 31, 2025, the Company had the following related party transactions and balances:

(a) The Company entered into a consulting agreement, with Max Investments Inc. (a company controlled by Christopher Dyakowski, a Director and Chairman of the Board) to provide management services for $2,500 per commencing April 1, 2021).

During the three months ended August 31, 2025, the Company paid or accrued $7,500 (2024 - $7,500) to Max Investments Inc. Included in account payable and accrued liabilities as of August 31, 2025, is $10,500 (May 31, 2025 - $2,62575).

• The Company paid $Nil (2024 - $3,500 to Max Investments for onsite supervision of drilling activities related to the Alwin Property. Such amounts are included in Exploration and Evaluation Assets (Note 5).
• Included in due to related parties as of August 31, 2025, is $2,600 (May 31, 2025 - $1,300) due to Christopher Dyakowski for expenses incurred on behalf of the Company.

(b) The Company entered into a consulting agreement (the "CEO Agreement") with Simon Dyakowski, the Company's Chief Executive Officer to provide management services for $7,500 per month commencing April 1, 2021. During the three months ended August 31, 2025, the Company paid management fees in the amount of $22,500 (2025 - $22,500) to the Company's Chief Executive Officer. Included in due to related parties as of August 31, 2025, is $Nil (May 31, 2025 - $671) due to Simon Dyakowski for expenses incurred on behalf of the Company.

(c) During the three months ended August 31, 2025, the Company incurred professional fees of $5,000 (2025 - $5,000) paid or payable to the Company's Chief Financial Officer (Kenneth Phillippe) for services rendered to the Company.

• Included in accounts payables and accrued liabilities as of August 31, 2025, is $8,000 (May 31, 2025 - $8,000).

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.9 – Transactions with Related Parties (cont’d...)

These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Stock options granted to Directors and Officers during the year ended May 31, 2025, were as follows:

• On August 16, 2023, the Company granted 1,000,000 incentive stock options at $0.10 per common share, exercisable on or before August 16, 2028. Of these, 750,000 options granted to directors, officers (as below) vested immediately. 150,000 options to certain consultants also vested immediately. 100,000 options granted to Synergy Communications Capital Inc., a consultant providing investment relations services, vests quarterly over 12 months.
• On January 2, 2024, the Company granted 1,000,000 incentive stock options at $0.10 per common share, exercisable on or before January 2, 2029, vesting immediately. Of these, 900,000 options were granted to directors and officers and 100,000 to consultants.
• On June 24, 2025, the Company granted 2,050,000 incentive stock options at $0.10 per common share, exercisable on or before June 24, 2030, vesting immediately. Of these, 1,300,000 options were granted to directors and officers and 1750,000 to consultants.

As of August 31, 2025, the follow stock options granted and outstanding to officers and directors were as follows:

| | | Expiry
June 24, 2030 | Expiry
January 2, 2029 | Expiry
August 16, 2028 |
| --- | --- | --- | --- | --- |
| Directors and officers | Position | Number of options | Number of options | Number of options |
| Simon Dyakowski | CEO and Director | 500,000 | 300,000 | 200,000 |
| Christopher Dyakowski | Director | 300,000 | 200,000 | 150,000 |
| Kenneth Phillippe | CFO | 125,000 | 100,000 | 100,000 |
| Jordan Trimble | Director | 125,000 | 100,000 | 100,000 |
| Justin Kates | Director | 125,000 | 100,000 | 100,000 |
| Rodney Stevens | Director | 125,000 | 100,000 | 100,000 |
| | | 1,300,000 | 900,000 | 750,000 |

1.10 – Fiscal Quarter ended August 31, 2025

Refer to 1.4 – Results of Operations for a statement of operating results for the three months ended August 31, 20245

1.11 – Proposed Transactions

The Company has no pending or proposed transactions as of August 31, 2024, other than as noted herein.

1.12 – Critical Accounting Estimates

The Company has outlined the basis of its critical accounting estimates in Note 3 of August 31, 2025, and May 31, 2025, Financial Statements.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.13 – Changes in Accounting Policies

Adoption of new accounting standards

The new standards, or amendment to standards and interpretations that were adopted by the Company, effective June 1, 2025, are as follows:

Disclosure of Accounting Policies (Amendments to IAS 1)

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

These amendments:

• specify that the rights and conditions existing at the end of the reporting period are relevant in determining whether the Company has a right to defer settlement of a liability by at least twelve months.
• provide that management's expectations are not a relevant consideration as to whether the Company will exercise its rights to defer settlement of a liability; and
• clarify when a liability is considered settled.

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024, and is to be applied retrospectively.

There was no impact on the Company's financial statements upon the adoption of these amendments.

New accounting standards issued but not yet effective

IFRS 18, Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact of adopting this new pronouncement.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.14 – Financial Instruments

Fair value of financial instruments

The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:

The three levels are defined as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 – inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company's financial instruments consist of cash, marketable securities, accounts payable and accrued liabilities and due to related parties. The carrying value of cash, accounts payable and accrued liabilities and due to related parties are carried on the statements of financial position at amortized cost and the fair values of these financial instruments approximate their carrying value due to their short-term nature. Marketable securities are recorded at fair value based on the quoted market price in active markets at the recording date, which is consistent with Level 1 of the fair value hierarchy.

The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk and interest rate risk.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash is held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. Refer to Note 1 of the Company's August 31, 2025, and May 31, 2025, financial statements for further details related to the ability of the Company to continue as a going concern. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of August 31, 2025, the Company had a cash balance of $331,023 (May 31, 2025 - $428,023) to settle due to related parties, accounts payable and accrued liabilities of $28,044 (May 31, 2025 - $25,973). All of the Company's financial liabilities have contractual maturity of less than 30 days and are subject to normal trade terms. Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. An immaterial amount of interest rate exposure exists in respect of cash balances on the statement of financial position. As a result, the Company is not exposed to material cash flow interest rate risk on its cash balances.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements

Share Capital

Disclosure of Outstanding Share Data

Authorized:

Unlimited common shares without par value

Issued and outstanding:

As of August 31, 2025 – 46,167,687 (May 31, 2025 – 46,167,687) common shares with no par value were issued and outstanding.

	Number of Shares	Amount
		$
As of May 31, 2023	22,589,940	3,304,141
Shares issued pursuant to private placement, net of issuance costs	3,000,000	348,141
Flow-through units issued for cash, net of issuance costs	1,165,233	189,205
Shares issued pursuant to exercise of warrants	62,500	9,375
Shares issued for mineral interests (see “Alwin Property”)	933,332	72,000
Flow-through units issued for cash, net of issuance costs	1,741,682	178,565
As of May 31, 2024	29,492,687	4,101,427
Shares issued pursuant to the exercise of incentive stock options	300,000	36,000
Shares issued pursuant to private placement units	6,500,000	604,302-
Shares issued pursuant to flow through private placement units	2,100,000	229,952
Shares issued pursuant to a private placement units	5,250,000	489,090
Shares issued for acquisition of Alwin mineral property	2,525.000	277.750
As of May 31, 2025 and August 31, 2025	46,167,687	5,738,521

During the fiscal year ending May 31, 2025, the Company issued common shares of the Company as follows:

• On April 2, 2025, the Company closed a non-brokered private placement of 5,250,000 Units, consisting of 5,250,000, common shares and 5,250,000 common share purchase warrants, for gross proceeds in the amount of $525,000. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share for a period of two years. The Company paid cash finder's fees in the aggregate amount of $7,000 and issued 70,000 non-transferable finder's warrants at a fair value of $2,660 to certain brokers on a portion of the private placement. 35,000 of the finder's warrants entitle the holder to purchase one common share of the Company at a price of $0.10 per share for a period of two years. Another 35,000 finder's warrants entitle the holder to purchase one common share of the Company at a price of $0.15 per share for a period of two years.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements (cont’d...)

Share Capital (cont’d...)

Issued and outstanding (cont’d...):

• On January 8, 2025, the Company issued 2,525,000 common shares pursuant to the Alwin Property Option Agreement at a fair value of $0.11 per share. (See Exploration and Evaluations Assets – Alwin Property).
• On November 1, 2024, the Company issued 2,100,000 units at a price of $0.14 per unit for gross proceeds of $294,000. Each unit consists of one flow-through common share and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one non-flow-through common share of the Company at a price of $0.21 per share for a period of two years. The Company paid aggregate cash finder’s fees of $13,440 and issued 96,000 non-transferable finder’s warrants at fair value of $5,144 to certain brokers on a portion of the private placement. The finder’s warrants entitle the holder to purchase one non-flow-through common share of the Company at a price of $0.14 per share for a period of two years.
• On September 23, 2024, the Company issued 6,500,000 units at a price of $010 per unit for gross proceeds of $650,000. Each unit consists of one common share and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share for a period of two years. The Company paid aggregate cash finder’s fees of $9,310 and issued 93,100 non-transferable finder’s warrants at fair value of $3,888 to certain brokers on a portion of the private placement. The finder’s warrants entitle the holder to purchase one common share of the Company at a price of $0.15 per share for a period of two years.
• On July 10, 2024, the Company issued 300,000 common shares pursuant to the exercise of incentive stock options at price of $0.12 per share for a total value of $36,000.

Flow-through shares

. On November 1, 2024, the Company issued 2,100,000 common shares on a flow through basis at a price of $0.14 per unit for gross proceeds of $294,000. The Company renounced all spent funds as of December 31, 2024, and the balance of any unspent funds under the look-back rules as of December 31, 2024. As of May 31, 2025, the Company had fully expanded all funds.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements (cont'd...)

Share Capital (cont'd...)

Warrants

The following is a summary of warrant transactions:

	Three months ended August 31, 2025		Year ended May 31, 2025
	Number of warrants	Weighted average exercise price $	Number of warrants	Weighted average exercise price $
Warrants outstanding, beginning of the year	14,474,133	0.16	6,827,031	0.19
Warrants expired	-	-	(1,450,000)	0.15
Warrants expired/cancelled	-	-	(711,998)	0.50
Warrants issued	-	-	9,809,100	0.16
Warrants outstanding, end of the period	14,474,133	0.16	14,474,133	0.16

As of August 31, 2025, the warrants have a weighted average remaining life of 1.12 years (May 31, 2025 – 1.37 years).

Warrants outstanding and exercisable as of August 31, 2025 are as follows:

Number of warrants outstanding	Exercise price per warrant $	Years to expiry	Expiry date
582,617	0.30	0.10	October 5, 2025
74,419	0.215	0.10	October 5, 2025
870,841	0.20	0.32	December 27, 2025
73,001	0.12	0.32	December 27, 2025
3,064,155	0.12	0.80	June 19, 2026
3,343,100	0.15	1.05	September 23, 2026
96,000	0.14	1.17	November 1, 2026
1,050,000	0.21	1.17	November 1, 2026
35,000	0.10	1.59	April 2, 2027
5,285,000	0.15	11.59	April 2, 2027
14,474,133	0.16	1.12

See Subsequent Events,

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements (cont'd...)

Share Capital (cont'd...)

Warrants (cont'd...)

During the fiscal year ended May 31, 2025

• On April 2, 2025, the Company closed a non-brokered private placement of 5,250,000 units, each unit consists of one common share of the Company and one common share purchase warrant. The Company issued an additional 70,000 non-transferable finder's warrants. Each full warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share exercisable on or before April 2, 2027, and each finder's warrant entitles the holder to purchase one common share of the Company (35,000 at a price of $0.10 and 35,000 at a price of $0.15) per share on or before April 2, 2027.
• On December 28, 2024, 1,450,000 warrants exercisable at $0.15 expired unexercised.
• On November 1, 2024, the Company closed a non-brokered private placement of 2,100,000 units, each unit consists of one flow-through common share of the Company and one-half common share purchase warrant. The Company issued an additional 96,000 non-transferable finder's warrants. Each full warrant entitles the holder to purchase one non-flow-through common share of the Company at a price of $0.21 per share exercisable on or before November 1, 2026, and each finder's warrant entitles the holder to purchase one non-flow-through common share of the Company at a price of $0.14 per share exercisable on or before November 1, 2026.
• On September 23, 2024, the Company closed a non-brokered private placement of 6,500,000 units, each unit consists of one common share of the Company and one-half common share purchase warrant. The Company issued an additional 93,100 non-transferable finder's warrants. Each full warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share exercisable on or before September 23, 2026, and each finder's warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share exercisable on or before September 23, 2026.
• 561,998 warrants exercisable at $0.50 per share expired on July 14, 2024, and 150,000 warrants exercisable at $0.50 expired on August 24, 2024.

The following assumptions were used in the Black-Scholes model to determine the fair value of the finder warrants granted during the periods as follows:

	Three months ended August 31, 2025	Year ended May 31, 2025
Risk-free interest rate	-	2.44%-3.09%
Expected dividend yield	-	-
Expected volatility	-	95.7%-103.0%
Expected terms in years	-	2 years

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements (cont'd...)

Share Capital (cont'd...)

Stock options

The Company's Plan allows the directors to grant stock options to directors, officers, employees and consultants to purchase up to a total of 10% of the issued and outstanding common shares, provided that stock options in favour of any one individual may not exceed 5% of the issued and outstanding common shares, calculated at the date of the grant. No more than an aggregate of 2% of the issued shares of the Company, calculated at the date the option is granted, may be granted to all employees, and no more than an aggregate of 2% may be granted to all employees and/or consultants conducting investor relates activities. No stock option granted under the Plan is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.

The exercise price of all stock options granted under the Plan must not be less than the Discounted Market Price (the last closing price of the listed shares before the date of the grant less the applicable discount), and the maximum term of each stock option may not exceed ten years. Vesting is provided at the discretion of the directors and once vested; options are exercisable at any time.

The following is a summary of stock option transactions for the years ended August 31, 2025 and 2024:

	Three months Ended August 31, 2025		Year ended May 31, 2025
	Number of options	Weighted average exercise price $	Number of options	Weighted average exercise price $
Options outstanding, beginning of year	2,490,000	0.14	2,615,000	0.14
Options expired/cancelled	590,000	0.28	(125,000)	0.21
Granted	2,050,000	0.10	300,000	0.12
Options exercised	-	0.12	(300,000)	0.12
Options outstanding, end of period	2,490,000	0.14	2,490,000	0.14

Stock options outstanding and exercisable as of August 31, 2025, are as follows:

Number of options outstanding	Number of options exercisable	Exercise price per option	Years to expiry	Expiry date
		$
900,000	900,000	0.10	2.96	August 16, 2028
1,000,000	1,000,000	0.10	3.34	January 2, 2029
2,050,000	2,050,000	0.10	4.82	June 24, 2030
3,950,000	3,950,000	0.10	4.02

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.15 – Other MD&A Requirements (cont'd...)

Share Capital (cont'd...)

Stock options (cont'd...)

During the three months ended August 31, 2025

• On August 16, 2025, 100,000 incentive stock options exercisable at $0.10 per share expired unexercised, and on August 17, 2025, 490,000 incentive stock options exercisable at $0.32 expired unexercised.
• On June 24, 2025, the Company granted 2,050,000 incentive stock options to officers, directors and to consultants, exercisable on or before June 24, 2030, at a price of $0.10 per share.

During the fiscal year ended May 31, 2025:

• On February 14, 2025, 75,000 options exercisable at $0.12 expired unexercised.
• On October 4, 2024, 50,000 options exercisable at $0.20 expired unexercised.
• On June 4, 2024, the Company granted 300,000 incentive stock options to a consultant at $0.12 per common share, exercisable on or before June 4, 2026, vesting immediately. The fair value of the options granted was calculated using Black-Scholes option pricing model for a cumulative total of $15,412, which was recorded as a stock-based compensation expense in the statements of loss and comprehensive loss. On July 10, 2024, the 300,000 options were fully exercised, for proceeds in the amount of $36,000
• On February 14, 2025, 75,000 options exercisable at $0.12 expired unexercised.
• On October 4, 2024, 50,000 options exercisable at $0.20 expired unexercised.

On June 4, 2024, the Company granted 300,000 incentive stock options to a consultant at $0.12 per common share, exercisable on or before June 4, 2026, vesting immediately. The fair value of the options granted was calculated using Black-Scholes option pricing model for a cumulative total of $15,412, which was recorded as a stock-based compensation expense in the statements of loss and comprehensive loss. On July 10, 2024, the 300,000 options were fully exercised, for proceeds in the amount of $36,000

The following assumptions were used in the Black-Scholes model to determine the fair value of the options granted:

	Three months ended August 31, 2025	Year ended May 31, 2025
Risk-free interest rate	2.90%	4.08%
Expected dividend yield	-	-
Expected volatility	84.78%	103.87%
Expected terms in years	5 years	2 years

On August 16, 2025, 100,000 incentive stock options exercisable at $0.10 per share expired, and on August 17, 2025, 490,000 incentive stock options exercisable at $.32 expired.

On June 24, 2025, the Company granted 2,050,000 incentive stock options to Officers, directors and to consultants, exercisable on or before June 24, 2030, at a price of $0.10 per share.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

1.17 – Commitments

See “Exploration and Evaluation Assets” and “Related Party Transactions”.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS OR IPO VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE AND JUNIOR ISSUERS

See “1.2 – Overall Performance – Olivine Mountain Property and Alwin Property” for a breakdown of the material components of exploration and evaluation assets expenditures.

See “1.4 – Results of Operations” for a breakdown of the material components of general and administrative expenditures.

RISK FACTORS AND UNCERTAINTIES

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties, currently in British Columbia, Canada. Due to the nature of the Company’s business and the present stage of exploration of its mineral properties (which are primarily early-stage exploration properties with no known resources or reserves), many risk factors will apply. The risks described below are not the only ones facing the Company. Additional risks not presently known to the Company may also impair the business operations.

Going Concern and Financing Risks

The Company has limited financial resources, had no source of operating cash flow and had no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Insufficient Financial Resources

The Company does not presently have sufficient financial resources to meet obligations when they become due, undertake by itself the acquisition, exploration and development of all of its planned acquisition, exploration and development programs. Future property acquisitions and the development of the Company’s properties will therefore depend upon the Company’s ability to obtain financing through the joint venturing of projects, private placement financing, public financing, short or long-term borrowings or other means. There is no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties.

General Economic Conditions

The recent events in global financial markets have had a profound impact on the global economy. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability. These factors could have a material adverse effect on the Company’s financial condition and results of operations.

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

Share Price Volatility

There can be no assurance that an active trading market in our securities will be established and sustained. The market price for our securities could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of our peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of our Company. The stock market has from time-to-time experienced extreme price and volume fluctuations, particularly in the mining sector, which have often been unrelated to the operating performance of particular companies.

Dependence on Others and Key Personnel

The success of the Company's operations will depend upon numerous factors, many of which are beyond the Company's control, including (I) the ability to design and carry out appropriate exploration programs on its mineral properties; (ii) the ability to produce minerals from any mineral deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. There can be no assurance of success with any or all of these factors on which the Company's operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.

Government Regulation

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to prospecting, development, production, environmental protection, mining taxes, labor standards, property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company.

Competition

The Company's business of the acquisition, exploration and development of mineral properties is intensely competitive. The Company may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than the Company. Increased competition could adversely affect the Company's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Fluctuation of Metal Prices

Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

Title Matters

Although the Company has taken steps to verify the title to the mineral properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples. Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties for which titles have been issued are in good standing.

Uncertainty of Resource Estimates/Reserve

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GSP RESOURCE CORP.

Management Discussion and Analysis

For the Three Months ended August 31, 2025

Unless otherwise indicated, mineralization figures presented in the Company's filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by Company personnel and independent geologists. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.

Limited Experience

The Company has very limited experience in placing mineral resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that the Company will have available to it the necessary expertise when and if it places its resource properties into production.

Speculative Business

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production. The marketability of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, 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 known resource, and there are no known reserves on any of the Company's properties.

Permits and Licenses

The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out its projects, on reasonable terms or at all. Delays, or a failure to obtain such licenses and permits, or a failure to comply with the terms of any such licenses and permits that the Company does obtain, could have a material adverse effect on the Company.

Dilution to the Company's Existing Shareholders

The Company will require additional equity financing to be raised in the future. The Company may issue securities at less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.