Jaeger Resources Corp. — Management Reports 2025

Apr 28, 2025

JAEGER RESOURCES

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE MONTHS ENDED FEBRUARY 28, 2025

The following Management’s Discussion and Analysis, prepared as of April 28, 2025, should be read together with the interim consolidated financial statements for the three months ended February 28, 2025, and related notes attached thereto, which are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). All amounts are stated in Canadian dollars unless otherwise indicated.

The reader should also refer to the annual consolidated audited financial statements for the years ended November 30, 2024 and 2023, and the Management’s Discussion and Analysis for those years.

Jaeger Resources Corp. (“Jaeger” or the “Company” or the “Corporation”) was incorporated on November 23, 1993 pursuant to the Alberta Business Corporations Act, is listed on the NEX Tier of the TSX Venture Exchange and trades under the symbol JAEG.H.

Additional information related to the Company is available on its website at www.jaegerresources.com and on SEDAR+ at www.sedarplus.ca.

Business Overview

The Company is a junior natural resource company engaged in the acquisition, exploration and, if warranted, the development of mineral properties of merit. The Company is currently engaged in the exploration, evaluation and development of the Taylor Brook Property, located in the prolific Bathurst Mining Camp, New Brunswick, which is host to several lead – zinc – silver deposits.

Overall Performance

During the three months ended February 28, 2025, the Company had a net loss of $69,235 compared to a net loss of $12,378 for the three months ended February 29, 2024. The Company raised $Nil from financing activity during the three months ended February 28, 2025, compared to $7,313 raised from financing activity during the three months ended February 29, 2024. As of February 28, 2025, the Company had a working capital deficit of $309,077 compared to a working capital deficit of $239,842 as of November 30, 2024.

Discussion of Operations

Taylor Brook Property, New Brunswick

On February 22, 2017, the Company entered into an Option Agreement (the “Agreement”) with Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.) (“Stratabound”) to acquire an 80% interest in the Taylor Brook Property (the “Property”).

Under the terms of the Agreement, Jaeger issued 1,000,000 common shares to Stratabound upon execution of the Agreement, an additional 1,000,000 common shares were issued to Stratabound on the one year anniversary of the Agreement and Jaeger is required to incur cumulative exploration expenditures of $500,000 over a three year period.

---

2

On May 15, 2019, Jaeger entered into an Amending Agreement (the “Amending Agreement”) with Stratabound. The Amending Agreement extends the Agreement to February 22, 2023 and requires Jaeger to make $500,000 (the original exploration commitment) in cumulative exploration expenditures on the Property and maintain the Property in good standing. This includes $125,000 in cumulative exploration expenditures by February 22, 2020; $200,000 by February 22, 2021; and $300,000 by February 22, 2022. Jaeger issued 1,600,000 common shares to Stratabound as consideration for the Amending Agreement.

On July 31, 2020, Jaeger entered into an Amending Agreement (the “2020 Amending Agreement”) with Stratabound due to the impact of the Covid-19 pandemic; extending the remaining dates by one year. The 2020 Amending Agreement extends the Agreement to February 22, 2024 and requires Jaeger to make $500,000 (the original exploration commitment) in cumulative exploration expenditures on the Property and maintain the Property in good standing. This includes $125,000 in cumulative exploration expenditures by February 22, 2020; $200,000 by February 22, 2022; and $300,000 by February 22, 2023.

The Company has not met its contractual obligations under the agreement with Stratabound, concerning the Taylor Brook property. The Company was required to incur cumulative exploration expenditure of $300,000 in cumulative expenditures by February 22, 2023, and $500,000 by February 22, 2024 which it has failed to do.

On March 28, 2025, Lode and the Company agreed to further modify the terms of the Amended Option to further extend the dates in the Amended Option by two years, February 22, 2026. During the year ended November 30, 2024, the Company recognized an impairment of $374,426 (2023 - $nil) due to the uncertainty on meeting the required expenditures within the extended deadline.

The historical mineral resource estimates ((Wardrop/TetraTech, 2011)) for the Taylor Brook deposit at 1.60% ZnEQ% cut-off grade are:

• an Indicated Resource of 243,000 t at 1.69 Zn%, 0.85 Pb%, 0.02 Cu% and 33.42 g/t Ag
• an Inferred Resource of 102,000 t at 1.70 Zn%, 0.87 Pb%, 0.02 Cu% and 32.59 g/t Ag (for further information the reader is referred to the company website):

As currently known this sub-economic deposit has a strike length of approximately 650 m and a down-dip extent of greater than 600 m. It comprises one to four stratabound horizons of heavily disseminated to semi-massive and massive sulphides.

The historical PEA further notes that the Taylor Brook deposit appears to have a nucleus of higher-grade massive sulphides concentrated in the northwest of the deposit, and proposes that 11 of the 24 proposed holes be drilled along the western edge of the deposit, as there has been no drilling to determine the western extent of the massive sulphide zones. This deposit appears to have several mineralized horizons,

Jaeger can joint venture with Stratabound when all option conditions are met which then "triggers" the JV clause. Stratabound can enter the JV or retain a 3% NRS and Jaeger assumes 100% of the property.

The Company has initiated sharing exploration geophysical data through a Memorandum of Understanding with Trevali Mining Corp. (see press release of December 2, 2020) regarding Jaeger’s Taylor Brook Property and Trevali’s Stratmat Property. The Stratmat “Shear Zone” is continuous onto the Taylor Brook Property and there are many similar geophysical anomalies that warrant further investigation. Owing to similarities in geology, structures, lithogeochemistry and geophysical signatures, data co-operation is mutually beneficial to develop further deposits.

---

3

Exploration Plan

The following information relating to the Exploration Program is forward-looking information.

The reader is cautioned that assumptions used in the preparation of forward-looking information, which are considered reasonable by Jaeger at the time of preparation, may prove to be incorrect. Actual results achieved will vary from the information provided and the variations may be material. The material risk factor that could cause actual results to differ materially from the forward-looking information is the uncertainty of access to adequate financing. The material factor or assumption used to develop the forward-looking information below is access to adequate financing.

Field work carried out in 2022 on the newly staked claim (December 21, 2021 - #10264) consisted of new line cutting (21 kms), magnetometer and VLF geophysical surveys over this grid. New and untested magnetometer and VLF anomalies were delineated that have some potential for the discovery of new and additional zinc-lead-copper-silver zones in an area where little to no exploration work or drilling has been conducted. The style of geophysical characteristics appears to be similar to the Stratmat deposit located approximately 6.0 kilometers to the southwest. No additional claims were staked in 2022.

The Company visited a placer gold and mineral property in British Columbia in early June on behalf of a prospector. Grab sampling of several scattered outcrops was undertaken. Analytical results were not encouraging except for one sample which reported an elevated copper concentration of 1280 ppm with 1.3 ppm silver. Chalcopyrite was noted in the sample which was a quartz vein intruding the Moyie gabbro. No further work is warranted at this time.

The Company's consulting geologist conducted a brief field mapping and sampling program at its Taylor Brook property. This program was designed to follow up on the previously known sulphide mineralization. Outcrop is limited, however several new areas of mineralized rock were discovered. Mineralization was predominantly pyrite in silicified rhyolites. The lithogeochemical elements to note are aluminum, titanium and barium which can indicate proximity to base metal mineralization. Updated barium and Taylor Brook Index maps are shown on the Company website. These maps show the continuum of mineralization associated with the strong VLF anomaly as shown on the Fraser filter contour VLF map on the website. This is approximately 3300 metres in strike length and is associated with a major linear structure.

Previous sampling has shown that the Taylor Brook deposit has anomalous indium concentrations which is now considered a critical element in short supply in North America. Indium is associated with Trevali Mining Corporation's Stratmat deposit and was a resource at the Brunswick 12 and Heath Steele deposits.

A favorable geological setting together with results of the work done to date show that the Taylor Brook Property has the potential for additional drill untested geophysical targets, specifically at depth. The Taylor Brook deposit also needs additional drilling for an updated NI 43 101 technical and resource report. The Taylor Brook area is not so much a single zinc-lead-silver-copper deposit but a property with additional potential deposits.

The Company also undertook further prospecting and sampling program for scandium of a zoned intrusive complex in British Columbia.

The reader is encouraged to review the press releases, technical information and maps on the Company website www.jaegerresources.com.

Risks and Uncertainties

The Taylor Brook Property is in an early stage of development and there is no certainty that the property will ever be put into commercial production.

There is no assurance that the Company will be able to acquire new mineral properties of merit for exploration and development.

There is no assurance that the Company will continue to raise sufficient funds for its operating activities and ongoing exploration programs.

---

4

Selected Quarterly Information

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

Three Month Period Ended

| | February 28, 2025
$ | November 30, 2024
$ | August 31, 2024
$ | May 31, 2024
$ |
| --- | --- | --- | --- | --- |
| Revenue | Nil | Nil | Nil | Nil |
| Net loss | (69,235) | (330,708) | (174,493) | (25,138) |
| Net loss per share,
basic and diluted | (0.00) | (0.00) | (0.00) | (0.00) |

Three Month Period Ended

| | February 29, 2024
$ | November 30, 2023
$ | August 31, 2023
$ | May 31, 2023
$ |
| --- | --- | --- | --- | --- |
| Revenue | Nil | Nil | Nil | Nil |
| Net loss | (12,378) | (58,899) | (14,502) | (13,494) |
| Net loss per share,
basic and diluted | (0.00) | (0.00) | (0.00) | (0.00) |

Liquidity and Capital Resources

The Company relies on private placements and advances from directors to finance its operating activities and exploration and development programs.

| | February 28, 2025
$ | November 30, 2024
$ |
| --- | --- | --- |
| Working capital (deficiency) | (309,077) | (239,842) |
| Deficit | 26,475,183 | 26,405,948 |

Net cash used in operating activities for the three months ended February 28, 2025 was $16,661 compared to net cash used of $6,110 during the three months ended February 29, 2024.

There were no cash flows from investing activity for the three months ended February 28, 2025 and February 29, 2024.

Financing activity provided net cash of $Nil during the three months ended February 28, 2025 compared to net cash of $7,313 provided by financing activity for the three months ended February 29, 2024.

Off Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

---

5

Related Party Transactions

As at February 28, 2025, included in accounts payable and accrued liabilities is $33,578 (November 30, 2024 – $15,667) owed to the CFO, a significant shareholder (and former CEO), and a company controlled by a former director of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

As at February 28, 2025, the Company owed $29,868 (November 30, 2024 – $29,868) to the CFO of the Company which is non-interest bearing, unsecured, and due on demand and included in due to related parties.

As at February 28, 2025, the Company owed $5,000 (November 30, 2024 – $5,000) to a significant shareholder and former CEO of the Company which is non-interest bearing, unsecured, and due on demand and included in due to related parties.

As at February 28, 2025, the Company owed $17,810 (November 30, 2024 – $17,810) to former directors of the Company which is non-interest bearing, unsecured, and due on demand and reclassified to loans payable during the year ended November 30, 2024 and the three months ended February 28, 2025.

During the three months ended February 28, 2025, management fees of $15,000 (February 29, 2024 – $Nil) was incurred to the CEO of the Company.

During the three months ended February 28, 2025, directors’ fees of $5,500 (February 29, 2024 – $4,000) were incurred to current directors of the Company.

During the three months ended February 28, 2025, rent of $1,820 (February 29, 2024 – $2,730) was incurred to a company controlled by a former director of the Company.

During the year ended November 30, 2024, the Company issued 15,636,000 common shares at a market price of $0.01 per share to settle $156,360 of outstanding debt owed to the CFO and a significant shareholder (and former CEO) of the Company, and issued 6,686,970 common shares at $0.01 per share to former directors and a company controlled by a former director of the Company to settle $66,870 of outstanding debt.

Adoption of Revised Accounting Standards

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements to disclose material accounting policy information rather than significant accounting policies. Further amendments explain how an entity can identify a material accounting policy and clarify that information may be material because of its nature, even if the related amounts are immaterial. The amendments are effective January 1, 2023, and have not had a material effect on the Company’s interim consolidated financial statements.

In January 2020, the IASB issued an amendment to IAS 1, Presentation of Financial Statements providing a more general approach to the classification of liabilities. The amendments clarify that the classification of liabilities as current or non-current depends on the rights existing at the end of the reporting period as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement refers to the transfer of cash, equity, instruments, other assets, or services to the counterparty. In October 2022, the IASB issued amendments to IAS 1 that specified how an entity assesses whether it has the right to defer settlement of a liability when that right is subject to compliance with covenants within twelve months after the reporting period. These amendments are effective January 1, 2024, with early adoption permitted. These amendments have not had a material effect on the Company’s interim consolidated financial statements.

Other new standards, and amendments to standards and interpretations, are not yet effective and have not been early adopted in preparing these interim consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s interim consolidated financial statements.

---

6

Financial Instruments and Risks

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, loans payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

(c) Foreign Exchange Rate Risk

The Company is exposed to foreign currency risk, as certain monetary financial instruments are denominated in U.S dollars. As at February 28, 2025, total assets and liabilities include accounts payable of US$201,394 (November 30, 2024 – US$201,394). The Company’s sensitivity analysis suggests that a change in the absolute rate of exchange in the U.S dollar by 10% would increase or decrease net loss by US$20,139. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk.

(d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this is dependent on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

(f) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

---

7

Exploration and Evaluation Assets

	$
Acquisition costs:
Balance, November 30, 2023	147,000
Impairment of Acquisition Cost	(147,000)
Balance, November 30, 2024 & February 28, 2025	nil
Mineral exploration costs:
Balance, November 30, 2023	212,424
Geological	15,002
Impairment of exploration cost	(227,426)
Balance, November 30, 2024 & February 28, 2025	nil
Carrying amounts:
Balance, November 30, 2024	nil
Balance, February 28, 2025	nil

General and Administrative Expenses

Expense	Three Months Ended February 28, 2025	Three Months Ended February 29, 2024
Consulting fees	$ 41,250	$ -
Management and directors’ fees	20,500	4,000
Insurance	-	3,009
Office and miscellaneous	1,653	199
Rent	1,820	2,730
Transfer agent and regulatory fees	4,012	2,440
TOTAL	$ 69,235	$ 12,378

Disclosure of Outstanding Share Data as of April 28, 2025

Common shares (basic) 109,782,974

Common shares (fully-diluted) 109,782,974