LION ONE METALS LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED DECEMBER 31, 2024

306 - 267 West Esplanade
North Vancouver, BC
V7M 1A5
Canada
Tel: 604-998-1250
Email: [email protected]

Level 1, 31-33 Cliff Street
Fremantle, WA
6160
Australia
Tel: (08) 9432 3200

Management's Discussion and Analysis
December 31, 2024

INTRODUCTION

The Management Discussion & Analysis ("MD&A") has been prepared by management and reviewed and approved by the Board of Directors on March 1, 2025. Set out below is a review of the activities, results of operations and financial condition of Lion One Metals Limited ("LIO", "Lion One", or the "Company") and its subsidiaries for the period ended December 31, 2024. The following discussion of performance, financial condition and future prospects should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the period ended December 31, 2024 and the audited annual consolidated financial statements for the year ended June 30, 2024. Those financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. This discussion covers the three-month period ended December 31, 2024 and the subsequent period up to March 1, 2025, the date of preparation of this MD&A. Monetary amounts in the following discussion are in Canadian dollars unless otherwise noted. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol LIO and on the OTCQX market under the symbol LOMLF.

Mr. Melvyn Levrel, M. Sc., who is the Company's Senior Geologist and is a Member of the Australian Institute of Geoscientists is the Qualified Person under the meaning of Canadian National Instrument 43-101, and responsible for the exploration and geology technical content of this Management's Discussion and Analysis.

Mr. Patrick Hickey, P. Eng., MBA, who is an officer of the Company, is a Qualified Person under the meaning of Canadian National Instrument 43-101, is responsible for the development and engineering content of this Management's Discussion and Analysis.

OBJECTIVES

Lion One is focused on advancing premium quality gold assets in Fiji that have: high grades, scope, district scale, and depth potential, with access to infrastructure in a mining-friendly jurisdiction. The Company's 100% owned Tuvatu Gold Project ("Tuvatu") has received all the mandatory regulatory approvals, including a 10-year renewable mining lease Special Mining Lease (SML 62) and a 21-year surface lease, for the complete development of mining and processing operations. In August 2022, SML 62 was extended for an additional 10-year renewable term to February 28, 2035. The 384.5 hectare Tuvatu mining lease is located near its epicenter and hosts the high grade, permitted for production, Tuvatu gold resource. In May 2019, SPL 1512 was issued for the Navilawa tenement and Lion One became the first company in modern times to consolidate and carry out systematic exploration over the entire 7km diameter Navilawa Caldera. The Project area consists of four contiguous exploration licenses covering approximately 13,613 hectares.

Mineralization of the Tuvatu deposit is associated with the emplacement of an alkalic volcanic intrusive complex, with Navilawa Caldera being one of several volcanic calderas to host large mineralized alkaline gold systems, aligned along the Viti Levu Lineament, referred to as Fiji's gold corridor. The geologic setting of Tuvatu shares affinities with the Vatukoula deposit in the neighboring Tavua Caldera, where over seven million ounces ('oz') of gold have been recovered since mining commenced at Vatukoula in 1933. The Fijian Islands are located along the Pacific Island Arc, which hosts several other well-known major mineralized alkaline gold systems. This variety of gold system is not prolific in number globally but are among the largest producers of gold in the world, with notable examples in the Pacific Island Arc including the Porgera (>25 million ounces gold) and Lihir (>40 million ounces gold) gold mines in Papua New Guinea, and Vatukoula in Fiji (>11 million ounces gold), only 40km from Tuvatu. A North American example is the Cripple Creek gold mine, which is the largest gold mine in the Colorado mineral belt. These deposits, like other alkaline hosted gold deposits, are associated with deep crustal magmas, characteristic alteration mineral assemblages, and are valued for their high grades and deep vertical profiles, resulting in large gold endowments.

In 2019, the Company commenced a deep diamond drilling program targeting feeder structures at depth below the known Tuvatu mineralization and discovered the Deep Feeder 500 Zone ("500 Zone"), which supports the alkaline gold model and the concept that Tuvatu has high-grade gold mineralization extending and evolving to great depths. The deep drilling program reached depths of over 1,000m below the surface and was designed to gain a better understanding of the underlying plumbing system which served as a conduit for the gold-rich fluids from the base of the crust in that area. The Company also owns and operates a fleet of seven diamond drilling rigs capable of operating year-round through the rainy season, and a fully operational, quick-response metallurgical and geochemical laboratory at its Fiji head office close to the mine site.

The Company's objective is to achieve steady state mine and mill production at 350 to 400 tonnes per day during the initial pilot plant phase of operations in 2024 before expanding operations to 600 to 700 tonnes per day. Resource infill drilling and underground grade control drilling targeting areas of planned early production at Tuvatu will be conducted in support of mining operations. In terms of exploration, Lion One will continue to test regional targets and discoveries identified as new high-grade occurrences within the current exploration tenements. During the dry seasons, the Company will also carry out a regional exploration program aimed at identifying deep high-grade and bonanza-grade resources for the eventual development of a larger and richer resource base, thereby proving the concept that the Tuvatu property has the potential to become a multi-million ounce gold camp.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

HIGHLIGHTS AND SIGNIFICANT SUBSEQUENT EVENTS

Financial Highlights

	Three months ended Dec. 31, 2024	Six months ended Dec. 31, 2024
Gold ounces (oz) sold	4,741	7,870
Average realized selling price gold (oz)	$3,794	$3,610
Cost of sales per gold (oz)* (net of silver revenue)	$2,465	$2,615
Revenue – gold	$ 17,988,932	$ 28,413,440
Cost of sales (net of silver revenue)*	(11,686,392)	(20,580,922)
Mine operating income	$ 6,302,540	$ 7,832,518

During the three-month period ended December 31, 2024, the Company achieved the following:

Record mine operating income of $6,302,540, a $4,772,562 increase from prior quarter Sep. 30, 2024
Record gold revenue of $17,988,932, a $7,564,424 increase from prior quarter Sep. 30, 2024
Record 4,741 gold oz sold, an increase of 1,612 gold oz sold from prior quarter Sep. 30, 2024
Average realized gold selling price of $3,794 per oz, which increased by $462 per oz (14% increase) from prior quarter Sep. 30, 2024
Cost of sales per gold oz (net of silver revenue) of $2,465*, which decreased by $378 per oz (13% decrease) from prior quarter Sep. 30, 2024

During the six-month period ended December 31, 2024, the Company achieved the following:

Record mine operating income of $7,832,518
Record gold revenue of $28,413,440 from sale of 7,870 gold oz, with average realized gold selling price of $3,610 per gold oz
Cost of sales per gold oz (net of silver revenue) of $2,615*
Cost of sales per gold oz (net of silver revenue) is a non-IFRS measure with no standard definition under IFRS and is calculated using ounces sold. See the "Non-IFRS financial performance measures"

Underground Mine Development

During the three-month period ended December 31, 2024, the Company achieved the following mining physicals:

Total tonnes mined of 60,474, with 25,949 tonnes of waste and 34,525 tonnes of mineralized material at average grade of approximately 5.36 Au g/t
The 34,525 tonnes of mineralized materials consist of: 31,044 higher grade tonnes at 5.63 Au g/t and 3,481 tonnes of mineralized waste materials at 2.93 Au g/t
Of note is the fact that of 31,044 of higher-grade mineralized tonnes mined, only 13,674 tonnes (44%) are from the Mineral Resource Estimate ('MRE') refer to page 11, and 17,370 (56%) tonnes of mineralized materials are not from the MRE
Total capital development of 328 meters
Total operating development of 891 meters
Decline advancement of 117 meters

During the six-month period ended December 31, 2024, the Company achieved the following mining physicals:

Total tonnes mined of 115,303, with 47,801 tonnes of waste and 67,502 tonnes of mineralized material at average grade of approximately 5.10 Au g/t
The 67,502 tonnes of mineralized materials consist of: 59,966 higher grade tonnes at 5.40 Au g/t and 7,536 tonnes of mineralized waste materials at 2.67 Au g/t
Of note is the fact that of 59,966 of higher-grade mineralized tonnes mined, only 29,031 tonnes (48%) are from the Mineral Resource Estimate ('MRE'), and 30,935 (52%) tonnes of mineralized materials are not from the MRE
Total capital development of 612 meters
Total operating development of 1,557 meters
Decline advancement of 280 meters

The focus of mining activities for the three and six month period ending on December 31, 2024, was the development of the underground mine, with the goal of advancing the main decline to the 500 Zone as quickly as is safely possible. A secondary goal during this phase of operations is the development of as many stope access points as feasible in advance of the plant expansion.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

Pilot Plant Mill Operations

During the three-month period ended December 31, 2024, the Company achieved the following mill physicals:

Processed 29,525 tonnes of mineralized materials at an average head grade of 5.5 Au g/t
Record 4,300 oz of gold recovered, 4,709 oz of gold doré poured, and 4,741 oz of gold refined and sold
Mill achieved overall recovery of 82.5% for the quarter
The mill operated for 87 days and had 5 days of downtime

During the six-month period ended December 31, 2024, the Company achieved the following mill physicals:

Processed 60,916 tonnes of mineralized materials at an average head grade of 5.0 Au g/t
7,939 oz of gold recovered, 7,598 oz of gold doré poured, and 7,870 oz of gold refined and sold
Mill achieved overall recovery of 80.3% for the period
The mill operated for 168 days and had 16 days of downtime, including 9 days for scheduled mill maintenance

The Company advises that it has not based its current mine development plan on a feasibility study of mineral reserves demonstrating economic and technical viability, and as a result there may be an increased uncertainty of achieving any particular level either of the recovery of minerals or of the cost of such recovery, including increased risks associated with developing a commercially mineable deposit.

December 2024 Quarter Exploration Summary:

During the three-month period ended December 31, 2024, the Company continued with its exploration program to confirm and expand the potential for a significant high-grade alkaline gold system. A total of six drill rigs are currently operating: three rigs are focused on infill and grade control drill programs from surface and three rigs on grade control drilling from underground in areas earmarked for near-term mining. The Company is currently undertaking two tiers of drilling for exploration and development purposes:

1) shallow resource grade infill drilling from surface and underground targeting areas of planned mid-term production and development;
2) shallow resource grade control drilling from surface and underground targeting areas of planned near-term production;

During this period, the Company completed 13,482.80 meters of diamond drilling in 93 completed holes, with a further 5 drill holes still in progress.

December 2024 Quarter Exploration Summary
Activity	Number
# of drill holes completed	93
# of drill holes in progress at end of Quarter	5
# of meters drilled	13,482.80
# of drill core samples submitted for analysis	13,218
# of channels excavated and sampled	549
# of samples from channel sampling	3,282
# of surface rock chip samples collected	3
# of samples analyzed in Lion One Laboratory	18,101

On October 1, 2024, the Company reported significant new high-grade gold results from near-mine exploration and infill drilling at the West Zone target, located 300 m to the west of to the Tuvatu Gold Mine.

Highlights of West Zone exploration and infill drilling:

105.20 g/t Au over 2.1 m (including 248.35 g/t Au over 0.3 m) (TUDDH-636, from 67.8 m depth)
70.07 g/t Au over 2.1 m (including 73.43 g/t Au over 1.2 m) (TUDDH-647, from 144.5 m depth)
102.38 g/t Au over 1.2 m (TUDDH-645, from 97.7 m depth)
19.82 g/t Au over 5.1 m (including 68.88 g/t Au over 0.9 m) (TUDDH-636, from 34.5 m depth)
146.61 g/t Au over 0.6 m (including 289.85 g/t Au over 0.3 m) (TUDDH-645, from 164.3 m depth)
24.16 g/t Au over 3.3 m (including 96.78 g/t Au over 0.3 m) (TUDDH-652, from 173.5 m depth)
49.72 g/t Au over 0.8 m (including 78.61 g/t Au over 0.4 m) (TUDDH-755, from 52.94 m depth)

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

42.44 g/t Au over 1.8 m (including 61.66 g/t Au over 0.6 m) (TUDDH-636, from 60.6 m depth)
7.68 g/t Au over 4.2 m (including 28.63 g/t Au over 0.3 m) (TUDDH-645, from 142.4 m depth)
14.86 g/t Au over 2.0 m (TUDDH-636, from 228.8 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff

On November 12, 2024, the Company reported that the development of a new near-surface roscoelite-bearing high-grade gold zone had commenced at the Tuvatu alkaline gold deposit. Roscoelite is a defining characteristic of alkaline gold systems such as Tuvatu. It is an important indicator mineral as it is directly associated with higher-grade gold occurrences. An initial bulk sample of the near-surface roscoelite zone at Tuvatu returned 11.6 g/t gold from 861 tonnes of mineralized materials mined at full mining widths (twin boom jumbo – 5 m x 5.5 m). The Company is enhancing its mine plan with this gold-rich roscoelite material, which is already being processed through the pilot plant. Roscoelite veining is directly related to high-grade mineralization at the nearby Vatukoula gold mine in Fiji where over 7 million ounces of gold have been produced over the last 95 years.

On December 17, 2024, the Company reported significant new high-grade gold results from Zone 5 infill and grade control drilling. Assay results are presented here for infill and grade control drilling in the Zone 5 area of Tuvatu. These results are all located proximal to underground development in the near-surface portion of the mine. Drilling was focused on the up-dip and down-dip areas of the UR2 and URW3 lodes.

Highlights of New Drill Results:

1,517.79 g/t Au over 0.3 m (TGC-0237, from 42.6 m depth)
513.50 g/t Au over 0.3 m (TGC-0263, from 60.47 m depth)
67.45 g/t Au over 0.75 m (TGC-0254, from 90.75 m depth)
17.89 g/t Au over 2.7 m (including 113.76 g/t Au over 0.3 m) (TGC-0225, from 94.6 m depth)
25.73 g/t Au over 1.8 m (including 96.78 g/t Au over 0.4 m) (TGC-0251, from 46.9 m depth)
115.25 g/t Au over 0.3 m (TGC-0250, from 52.7 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff

On January 23, 2025, the Company reported significant new high-grade gold results from 3,866.8 metres of infill and grade control drilling in Zone 5. The drilling reported included the Zone's best assay result to-date of 2,749.86 g/t of gold over 0.3 metres (88.42 oz/t of gold over 1.0 feet). All drilling was completed from existing near surface underground workings. The Company intersected high-grade mineralized structures in 24 holes drilled up-dip, down-dip, and south along strike of the UR2 and URW3 lodes where current mining activities are in progress.

Highlights of New Drill Results:

2,749.86 g/t Au over 0.3 m (TGC 265, from 96.2 m depth) Best assay to-date in Zone 5
162.97 g/t Au over 0.6 m (including 269.5 g/t Au over 0.3 m) (TGC-281, from 75.89 m depth)
53.11 g/t Au over 1.5 m (including 235.2 g/t over 0.3 m) (TGC-282, from 92.6 m depth)
96.5 g/t Au over 0.6 m (TGC-288, from 28.8 m depth)
46.94 g/t Au over 1.2 m (including 86.44 g/t Au over 0.3 m) (TGC-265, from 45.7 m depth)
47.22 g/t Au over 0.9 m (including 62.25 g/t over 0.3 m (TGC-265, from 81.1 m depth)
69.38 g/t Au over 0.6 m (including 126.5 g/t over 0.3 m (TGC-267, from 125 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

On January 30, 2025, the Company reported significant new high-grade gold results from 3,791.3 metres of underground grade control drilling in Zone 2. The drilling, focused on Zone 2, targeted the URW and Murau lode systems. All drilling was completed from two underground drill stations located in existing near surface underground workings. The Company intersected high-grade mineralized structures in 25 holes. URW drilling primarily targeted the downdip extension of the URW1 stockwork zone below the 1101 level, while the Murau drilling primarily targeted mineralization below the 1095 level. Both programs intersected high grade mineralization, indicating that both systems extend down vertically below current mining levels. Due to the proximity of these results to active mining levels, these results are anticipated to be incorporated into the mine plan in the next six to twelve months. Notably, the headline intersect of 6.7 m of 25.45 g/t gold is located within the high-grade roscoelite zone, just 10 m below current mining activities in the 1095 level.

Highlights of New Drill Results:

25.45 g/t Au over 6.7 m (including 145.5 g/t Au over 0.4 m) (TGC-0276, from 45.1 m depth)
26.89 g/t Au over 4.7 m (including 78.0 g/t Au over 0.85 m) (TGC-0264, from 36.8 m depth)
36.94 g/t Au over 2.5 m (including 158.0 g/t Au over 0.3 m) (TGC-0312, from 46.5 m depth)
13.97 g/t Au over 6.6 m (including 54.5 g/t Au over 0.3 m) (TGC-0260, from 31.45 m depth)
45.95 g/t Au over 1.8 m (including 123.5 g/t Au over 0.55 m) (TGC-0308, from 43 m depth)
168.25 g/t Au over 0.4 m (TGC-0276, from 18.5 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

On February 27, 2025, the Company reported significant new high-grade gold results from 1,757.8 meters of near-mine expansion drilling on the SKL lodes also in the Zone 5 area of Tuvatu. The SKL lodes are located in close proximity to underground workings near surface in the Zone 5 area of Tuvatu. Drilling was conducted from two surface drill pads and consisted of infill and expansion drilling with the purpose of bringing the SKL lodes into the long term mine plan for Tuvatu.

Highlights of New Drill Results:

85.54 g/t Au over 3.0 m (including 502.50 g/t Au over 0.3 m) (TUDDH-745, from 31.73 m depth)
23.59 g/t Au over 2.4 m (including 53.99 g/t Au over 0.6 m) (TUDDH-740, from 74.50 m depth)
21.10 g/t Au over 2.4 m (including 46.30 g/t Au over 0.3 m) (TUDDH-748, from 82.79 m depth) 24.51 g/t Au over 1.6 m (including 76.50 g/t Au over 0.3 m) (TUDDH-748, from 54.82 m depth)
118.20 g/t Au over 0.3 m (TUDDH-733, from 85.5 m depth)
85.50 g/t Au over 0.3 m (TUDDH-745, from 88.96 m depth)
36.49 g/t Au over 0.7 m (including 59.05 g/t Au over 0.4 m) (TUDDH-745, from 74.60 m depth)
19.50 g/t Au over 1.2 m (including 30.44 g/t Au over 0.3 m) (TUDDH-740, from 110.20 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

New Appointments

On February 27, 2025, the Company announced the Founder, Chairman, and CEO of Lion One Metals, is transitioning to the role of Chairman and President of the Company, while Ian Berzins is joining the Company as its new CEO. This is part of a planned senior management transition at Lion One aimed specifically at providing increased operational knowledge and support for the Company as it ramps up production at the Tuvatu gold mine in Fiji.

As Founder, Chairman and CEO of Lion One Metals, Mr. Berukoff has had an unparalleled impact on the success of the Company. Mr Berukoff acquired the Tuvatu property as an exploration project, and successfully brought the project from exploration through discovery, permitting, financing, construction, and ultimately to production, all while maintaining 100% control of the project – a rarity in modern mining. During this time, Mr. Berukoff also consolidated all the mineral rights throughout the highly prospective Navilawa Caldera, making Lion One the first Company ever to hold rights over the entire caldera, and thereby providing the Company with top tier exploration and growth potential. The Company has since made numerous discoveries throughout the caldera, such as the Lumuni gold and Wailoaloa copper-gold prospects. The most important discoveries made under Mr Berukoff's leadership have been at Tuvatu, including the high-grade Zone 500 feeder zone which returned 75.9 m of 20.86 g/t gold, grade near-surface roscoelite zone which is currently in production. Tuvatu is now an operating gold mine, having achieved increased gold production in every quarter throughout 2024, culminating in record revenue from gold sales in the quarter ending December 31, 2024. As President and Chairman of Lion One Metals, Mr Berukoff will remain involved with the Company and will continue to support the growth of Tuvatu as it ramps up to the next stage of production as well as looking at other accretive assets for the Company.

Mr. Ian Berzins is a seasoned mining professional who brings significant underground operational experience to the Company. Mr. Berzins is knowledgeable in various mining applications including narrow vein conventional mining and open stoping. He previously held senior management positions at several deep underground gold mining operations in Canada including the Con Mine in Yellowknife NT, the Lupin Mine in Nunavut and the Rice Lake Mine in Bissett, MB. During the period from 2008 to 2014 as COO and subsequently CEO, Mr. Berzins led the operational ramp-up at the Rice Lake Mine from 10,000 ounces of gold per annum to 80,000 ounces of gold per annum averaging 20,000 ounces per month for 11 consecutive quarters. As Vice President and General Manager at Thompson Creek's Mount Milligan open pit copper and gold mine, during the period from 2014 to 2016, Mr. Berzins lead the operational team that achieved nameplate throughput of 60,000 tonnes per day on a consistent basis. Mr. Berzins is a strong advocate for safe production and local engagement. With over 40 years in the mining industry, he has worked in mine engineering, supervision, human resources, maintenance and senior management. Mr. Berzins holds a Bachelor of Applied Science in Mining Engineering from Queen's University in Kingston, Ontario, Canada, and has completed his ICD.D designation from the Haskayne School of Management in Calgary, Alberta, Canada.

Equity Raise

On February 14, 2025, the Company closed a market public offering, offering of 31,798,761 units at a price of $0.34 per unit for gross proceeds of $10,811,579 (the "Offering"). Each unit consists of a common share of the Company and one common share purchase warrant. Each whole common share purchase warrant, may be exercised to purchase a common share purchase at a price of $0.41 for a period of 36 months following the closing date of the Offering.

The Company will issue 2,000,375 compensation warrants (the "CO") to the Underwriters. Each CO is exercisable to purchase a common share at a price of $0.34 for a period of 36 months following the closing date of the Offering. The Company will pay $680,128 of cash finders fees in relation to the Offering.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

BACKGROUND AND CORE BUSINESS

Lion One Metals Limited was incorporated on November 12, 1996, under the name X-Tal Minerals Corp. and under the laws of the Province of British Columbia, Canada. On January 28, 2011, the Company executed a reverse takeover of X-Tal by American Eagle Resources Inc. and changed its name to Lion One Metals Limited. Lion One is a reporting issuer in British Columbia and Alberta, with its common shares listed on the TSX Venture Exchange under the symbol "LIO". The Company's head office and principal address is 306 - 267 West Esplanade, North Vancouver, BC, V7M 1A5.

The Company's primary asset is the 100% held Tuvatu Gold Project, located 17 km from the Nadi International Airport on the main island of Viti Levu in Fiji. Discovered in 1987, Tuvatu is a high-grade underground gold project situated along the Viti Levu lineament, Fiji's corridor of high-grade alkaline gold deposits. The Tuvatu resource covers a 5-hectare footprint within the 384-hectare mining lease. The project contains numerous high-grade prospects proximal to Tuvatu, at depth, and along strike from the resource area, giving near-term production and further discovery upside on one of Fiji's largest and underexplored alkaline gold systems. The Tuvatu Project was acquired by Lion One in 2011 and has over 200,000 meters of drilling completed to date.

The Tuvatu Gold Project has been fully permitted for development, construction, and mining by the Government of Fiji with the grant of a Special Mining Lease (SML 62) in 2015. In June 2022, the Ministry of Environment of Fiji approved the Environmental Impact Assessment (EIA) update. The Company has also submitted its Rehabilitation and Closure Plan for the operation. The Company signed a 21-year Surface Lease agreement with local landowners and the iTaukei Land Trust in 2014 and the SML has been granted for a term of ten years provided the Company complies with the terms of the lease. In August 2022, the SML 62 was extended for an additional 10 years ending February 28, 2035. Extensions to the term can be applied subject to the terms of the lease and the Mining Act.

Concomitant with the mine development plan being undertaken, Lion One continues to pursue aggressive exploration drilling of newly defined feeder targets in proximity to the Tuvatu resource, including the prolific 500 Zone, as well as regional targets within the 7 km wide Navilawa caldera. Lion One believes the Tuvatu region can host multiple deep, high-grade alkaline gold systems associated with the interpreted magma chamber underlying the Navilawa Caldera.

The Company's objective is to achieve steady state mine and mill production at 300 tonnes per day during the initial pilot plant phase of operations in 2024 before expanding operations to 600-700 tonnes per day. Resource infill and grade control drilling targeting areas of planned early production at Tuvatu is being conducted in support of mining operations. In terms of exploration, Lion One will continue to test regional targets and discoveries identified as new high-grade occurrences within the current exploration tenements. During the dry seasons, the Company will also carry out a regional exploration program aimed at identifying deep high-grade and bonanza-grade resources for the eventual development of a larger and richer resource base, thereby proving the concept that the Tuvatu property has the potential to become a multi-million ounce gold camp.

Underground Mine Development

	Three months ended Dec. 31, 2024	Three months ended Dec. 31, 2023*	Six months ended Dec. 31, 2024	Six months ended Dec. 31, 2023*
Mineralized Material Mined (in tonnes)	34,525 tonnes at 5.4 Au g/t	4,045 tonnes at 4.3 Au g/t	67,502 tonnes at 5.1 Au g/t	15,513 tonnes at 4.1 Au g/t
Waste Material Mined (in tonnes)	25,949	26,169	47,801	60,369
Capital Development (in meters)	328	392	612	879
Decline Development (in meters)	117	126	280	320
Operating Development (in meters)	891	257	1,557	683

The focus of mining activities for the three and six month period ending on December 31, 2024, was the development of the underground mine, with over 328 m of capital development including 117 m for the decline for the three month period and over 612 m of capital development including 280 m for the decline for the six month period, with the goal of advancing the main decline to the 500 Zone as quickly as is safely possible. A secondary goal during this phase of operations is the development of as many stope access points as feasible in advance of the plant expansion. Approximately 891 m and 1,557 m of operating development was achieved during the current three and six-month periods, despite mine development production being impacted by mine equipment availability.

For the three-month period ending on December 31, 2024, the Company mined total tonnes of 60,474, with 25,949 tonnes of waste and 34,525 tonnes of mineralized material at average grade of approximately 5.36 Au g/t. The 34,525 tonnes of mineralized materials which consist of: 31,044 higher grade tonnes at 5.63 Au g/t and 3,481 tonnes of mineralized waste materials 2.93 Au g/t. Of note is the fact that of 31,044 of higher-grade mineralized tonnes mined, only 13,674 tonnes (44%) are from the Mineral Resource Estimate ('MRE') refer to page 11, and 17,370 (56%) tonnes of mineralized materials are not from the MRE.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

For the six month period ending on December 31, 2024, the Company mined total tonnes mined of 115,303, with 47,801 tonnes of waste and 67,502 tonnes of mineralized material at average grade of approximately 5.10 Au g/t. The 67,502 tonnes of mineralized materials consist of: 59,966 higher grade tonnes at 5.40 Au g/t and 7,536 tonnes of mineralized waste materials 2.67 Au g/t. Of note is the fact that of 59,966 of higher-grade mineralized tonnes mined, only 29,031 tonnes (48%) are from the Mineral Resource Estimate ('MRE'), and 30,935 (52%) tonnes of mineralized materials are not from the MRE.

At December 31, 2024, there was 5,828 tonnes of mineralized materials in inventory at an average grade of 3.3 Au g/t, which consists of 647 tonnes at 5.6 Au g/t and 5,182 tonnes lower grade mineralized waste materials at 3.1 Au g/t.

The Company has recently procured approximately $2 million of mining equipment including spare parts to improve equipment availability and invested approximately $3 million in critical mine infrastructure projects such as the raise bore and mine ventilation project, which started in October 2024 and is expected to be completed in March 2025. The mining equipment recently procured includes: one twin boom jumbo, three air operated longtoms, two remote ready scoops trams, one scissor deck lift truck, additional airleg/jackleg drills including additional air compressor, which are expected to arrive to mine site in the April to May period.

The increase in tonnes of mineralized material mined in this quarter compared to the prior year quarter is due to fact that during the prior year quarter the Company was focused on capital development rather than operating development. The mining operations did not reach the higher grade zones of mineralized materials until mid May of 2024, resulting in lower grade mineralized materials mined from October 2023 to April 2024.

Pilot Plant Mill Operations

	Three months ended Dec. 31, 2024	Three months ended Dec. 31, 2023	Six months ended Dec. 31, 2024	Six months ended Dec.31, 2023**
Mineralized material processed (tonnes)	29,525	14,379	60916	14,487
Gold head grade (g/t)	5.5	4.1	5.0	4.1
Recovery (%)	82.5	75.7	80.3	75.7
Gold doré poured (oz)	4,709	580	7,598	580
Gold recovered (oz)	4,300	479	7,939	479
Gold production refined (oz)	4,647	102	7,870	102
Operating days	87	64	168	64

** Pilot plan mill was not in operations until October 2023

During the three-month period ended December 31, 2024, the Company milled 29,525 tonnes of mineralized material at an average head grade of 5.5 Au g/t, recovering a record 4,300 oz of gold over 87 days of operation. The tonnes processed and gold oz recovered increased significantly compared to the prior year three-month period during as the pilot plant was in initial ramp up stage.

Production for the six-month period ended December 31, 2024, was impacted by the nine-day scheduled mill maintenance shutdown in July to maintain and upgrade the Tuvatu processing plant facilities. Production was also impacted by mining equipment utilization issues in July and August. As a result, lower grade material averaging 3.9 Au g/t for July and August was fed to the mill, compared with 5.9 Au g/t mil feed or September, as stockpiled lower-grade development material was fed through the mill.

Note the September 2024 refined gold production was negatively impacted by increase in gold in circuit inventory due to elution circuit heater breakdowns, resulting in the in-circuit gold increasing from June 30, 2024 at 1,064 Au oz to 1,889 Au oz. This resulted in a lower gold stripping rate until the replacement heater elements were received and installed in early October, and subsequently the in circuit build of inventory has been refined and sold. This resulted in decrease in gold production in three period ending September 30, 2024 offset by increase in the three-month period ending in December 31, 2024, by approximately 400 to 450 gold oz. At December 31, 2024, approximately 1,542 oz of mineralized gold material was retained within the mill circuit as in process store of metal, with an additional 23 oz of gold doré stored in inventory.

The mill shutdown in July 2024 was conducted to maintain and upgrade the processing plant facilities, and will have a significant impact on processing efficiency and cost savings moving forward. Major upgrades completed during the shutdown include re-lining the primary ball mill with rubber liners, replacing the bowl/mantle for the cone crusher, replacing the #1 conveyor belt, replacing the grinding and gravity circuit piping with flexible slurry hoses, and installing new detox feed pumps and feed splitter box for the detox circuit. Re-lining the ball mill with rubber liners is a significant upgrade as the lighter weight rubber liners will reduce power draw by the primary ball mill and will enable a higher ball charge and finer primary grind, thereby improving mill recovery and efficiency. Wear life on the rubber liners is also expected to double from six months to one year thereby reducing long-term maintenance costs. The grinding and

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

gravity circuit piping replacements will improve mill availability and will further reduce maintenance costs as the use of flexible slurry hoses will result in significantly less downtime for pipe repairs than with the previous steel piping. Overall, the upgrades completed during the July mill shutdown have helped to increase mill availability from 89% in the three-month period ending June 30, 2024 to 93% in the three-month period ending September 30, 2024. In addition to the processing plant improvements, operational costs from the filtered tailings haulage have also been reduced by bringing the haulage operation in-house with three new trucks acquired during the quarter, which will lead to significant cost savings from operations.

Surface Improvement for 300TPD Pilot Plant

During the three-month period ended December 2024, the following miscellaneous capital project works were completed at the mine:

Completed expansion of mine maintenance workshop by adding a 12m by 22m covered area for mining equipment maintenance and service.
Installed the shelter and a 100Kvar power factor corrector to the Electricity Fiji Limited (EFL) 500KVA grid power supply system for the assay lab. The power factor corrector is inspected and accepted by EFL.
Poured concrete slab and foundation for the expansion of the mine air compressor building.
Poured concrete slab for additional covered area of mining machinery oil storage.

The following additional miscellaneous capital works have been performed from January to February 2025.

Completed steel roof construction behind the mine workshop to provide additional covered oil and other materials storage.
Started modifying existing mine change room for additional dirty and clean lockers of the increased miners.
Built a bund wall and fence around the blowers of the leach tanks.
Fabricated and installed fence and gate around the top of the raise bore hole. A steel A-frame has been made for covering the top of the raise bore hole.
Poured concrete slab for the underground primary fan chamber and electrical substation chamber. Completed fabricating of primary fan transportation skids. Working on underground transportation and installation plan of the primary fan.

Surface Development for Flotation and 600TPD to 700TPD Plant Upgrade

The Company has been operating the nominal 300 TPD pilot plant for over a year and has learned significantly about the nature of the mineralization from the Tuvatu underground mine. The Company decided that increasing the capacity of the mine to 600 TPD to 700 TPD will improve the overall profitability of the operation. A flotation circuit along with a tower regrinding mill will be added to the process to improve recoveries.

In general, following upgrade is under planning to double the throughput of the existing plant and improve recoveries:

The existing 1,000 TPD crushing plant will be used with very few modifications and will have increased operating hours from the current 300 TPD scenario.
The fine ore bin will be modified to provide additional capacity and will be fitted with a single discharge arrangement including a new apron feeder.
A new, larger primary grinding mill will be installed in closed circuit for improved grinding capacity and performance.
Additional pumps and blowers will be installed to handle the increased plant capacity.
The existing mills will be used in a secondary closed grinding circuit and using the existing batch concentrators, intensive cyanidation and dedicated electrowinning circuit.
Additional pre-treatment tanks, Carbon-In-Leach ("CIL") leach tanks and aeration systems and will be added to sustainably handle the additional throughput.
A rougher/scavenger flotation plant with a concentrate regrind mill will replace the existing continuous gravity concentrator. It is anticipated that this improvement will provide gold recoveries in excess of 90% based on metallurgical testing.
Modifications will be made to the ADR (Adsorption, Desorption, Recovery) plant. The existing carbon elution vessel and associated pumps and heating systems may need to be replaced. The Company is currently investigating the need for these potential modifications.
The cyanide detoxification circuit will be expanded to treat the additional solution and solid tailings.
Two additional filter presses with ancillary equipment will be added to dewater the increased flow of tailings to the TSF.
A clarifier will be added to the tailings filtration circuits to better control the overall water balance in the mill and collect any fines that should be returned to the tailings filtration circuits. This circuit is currently being designed.
A modular water treatment plant will be included to recover base and heavy metals from the process water. This circuit is currently being designed and will most likely be installed before the plant expansion is started.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

The 600 TPD to 700 TPD process flow diagrams have been developed and finalized. General layout for the additional facilities to upgrade the plant to 600tpd to 700tpd has been developed and approved. Architectural and structural drawings of the floors, foundations, steel platforms, and enclosure for the flotation cells and regrinding system have been completed and available for construction. The design of electrical and mechanical drawings is ongoing. Mechanical equipment for the 600tpd to 700tpd processing plant upgrade has been selected. The quotation of the 600tpd to 700tpd processing plant equipment has been received and under review.

A stage-2 tailings dam construction is set to commence once the rain season ends sometime in April/May 2025. The stage-2 TSF construction will raise the existing tailings dam from elevation of 115 m to 121 m, which will provide additional 18 months of tailings storage capacity.

The Company advises that it has not based its current mine development plan on a feasibility study of mineral reserves demonstrating economic and technical viability, and as a result there may be increased uncertainty of achieving any particular level of recovery of minerals or cost of such recovery, including increased risks associated with developing a commercially mineable deposit.

NI 43-101 Technical Report

Lion One Metals has SEDAR-filed an updated NI 43-101 Technical Report for Tuvatu with an effective date of June 24, 2024. An independent Mineral Resource Estimate ('MRE') has been carried out for gold contained in the portion of the Tuvatu Property that is currently being developed and mined. The effective date of the MRE is March 25, 2024, and is based on a drillhole dataset in csv format, 69 wireframes representing mineralized veins and zones in the Tuvatu deposit, as well as underground development as of March 24, 2024.

The drillhole database, including pre-Lion One drilling, contained 7,592 collar locations and 240,002 assays for gold. Some samples fall outside the limits of the MRE, and their exclusion resulted in a useable data set of 233,703 assays. Assays for sludge (69) and face (channel) samples (6,205) were removed from the data set. The sludge samples were removed because the source location of their assay values cannot be established with sufficient accuracy for use in an MRE. The face samples were removed because attempts to reconcile estimated resources against mined resources within Zone Two resulted in an overestimation of gold present when face samples were included in the dataset. A further 30 samples were removed because they had anomalously long lengths and were either of unidentified source or had not been sampled. The resultant imported dataset included 1,288 collars and 233,703 gold assays. All sample data used for the MRE was obtained from drill core samples (85%) and reverse circulation cuttings (15%).

The estimated tonnes and ounces of gold represented by the Underground Development were subtracted from the estimated tonnes and ounces of gold estimated for the 69 Domains and the net (depleted) resource within the 69 Domains is reported as the current MRE. The resource within the Outside Domains is reported separately. Blocks were classified as Indicated or Inferred. For the 69 Domains, classification was carried out using all composites for all 69 domains. Classification of the Underground Development was carried out using composites for only that domain. In both cases, interpolation was by ID². The Outside Domains were classified as Inferred. The search ellipse for the Indicated class is of the same dimensions as that used for the first interpolation pass for most domains. The Inferred classification was designed to capture all blocks in each domain that fall outside the Indicated category.

Table 1 summarizes the Tuvatu MRE for the 69 Domains by Class. The left-hand columns of the table show the gross tonnes and ounces within the 69 Domains, the central columns show the tonnes and ounces in the Underground Development, and the right-hand columns show the resources in the 69 Domains net of the tonnes and ounces in the Underground Development. The base case is taken as 3 Au g/t and is highlighted. Table 2 shows the resource in the Outside Domains. The 3 Au g/t base case is highlighted.

Table 1. Tuvatu 69 Domains Mineral Resource Estimate Summary Net of Underground Development

CutOff Au g/t	Classification	69 Domains Gross			Underground Development			69 Domains Net
		Au g/t	Tonnes	Ounces	Au g/t	Tonnes	Ounces	Au g/t	Net Tonnes	Net Ounces
4	Indicated	9.95	500,000	160,000	5.00	8,000	1,300	10.05	492,000	159,000
4	Inferred	9.47	958,000	292,000	5.22	2,000	300	9.50	956,000	292,000
3	Indicated	8.41	655,000	177,000	4.44	14,000	2,000	8.48	642,000	175,000
3	Inferred	7.61	1,388,000	340,000	4.43	3,000	500	7.62	1,384,000	339,000
2	Indicated	6.89	880,000	195,000	3.84	19,000	2,300	6.97	861,000	193,000
2	Inferred	5.99	2,023,000	389,000	4.23	4,000	500	5.99	2,019,000	389,000

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

Table 2. Tuvatu Mineral Resource Summary for Outside Domains

CutOff Au g/t	Classification	Aug/t	Tonnes	Ounces Au
4	Inferred	11.72	8,000	3,000
3	Inferred	9.32	11,000	3,000
2	Inferred	7.47	15,000	4,000

a. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
b. There is no certainty that all or any part of the Mineral Resources estimated will be converted into Mineral Reserves.
c. Mineral Resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding.
d. The base case is based on a 3 Au g/t cutoff and cost estimates for mining of US$56/tonne, processing of US$56/tonne and G&A of US$25/tonne; gold recovery of 80%; and a three-year trailing gold price of US$1,973/ounce.
e. Mineral Resource tonnage and grades are reported as undiluted.
f. The effective date of the mineral resource estimate is March 25, 2024

The MRE in the NI 43-101 Technical Report was prepared independently by Gregory Z. Mosher, P. Geo. with cooperation and information from Lion One geologists. Other portions of the Technical Report were prepared by Darren Holden, Ph.D., FAusIMM and William J. Witte, P.Eng. Messrs. The above summary was extracted from the June 26th, 2024 news release announcing the MRE. Mosher, Holden and Witte read and approved the June 26th news release and consented to the inclusion in the news release of the matters based on form and context of the June 24, 2024 "NI 43-101 Technical Report and Mineral Estimate Tuvatu Gold Project."

Note for the six month period ending on December 31, 2024, the Company mined total tonnes mined of 115,303, with 47,801 tonnes of waste and 67,502 tonnes of mineralized material at average grade of approximately 5.10 Au g/t. The 67,502 tonnes of mineralized materials consist of: 59,966 higher grade tonnes at 5.40 Au g/t and 7,536 tonnes of mineralized waste materials 2.67 Au g/t. Of note is the fact that of 59,966 of higher-grade mineralized tonnes mined, only 29,031 tonnes (48%) are from the MRE, and 30,935 (52%) tonnes of mineralized materials are not from the MRE.

The reader is cautioned that the Report includes the use of Inferred Mineral Resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and as such, there is no certainty the economic results presented in the Report will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

EXPLORATION PROGRAM

The Company continues to advance its deposit-scale and regional diamond drilling program to demonstrate that the project has the potential to become a multi-million ounce gold camp, consistent with Tuvatu as an example of a world-class alkaline gold system. Alkaline gold systems typically have large gold endowments due to their high grade and deep vertical extents. Predominant vein minerals include quartz, biotite, potassium-rich feldspar, hydrothermal apatite, epidote, and late-stage carbonate minerals. Roscoelite, a vanadium-rich hydrothermal mica, is also a predominant vein mineral and is of particular importance as it is characteristic of alkaline gold mineralized systems and is directly associated with high-grade gold. Gold occurs as native free Au, as well as in association with pyrite, lesser chalcopyrite, sphalerite, galena, trace tetrahedrite, minor telluride minerals, and roscoelite. The mineral textures observed reflect rapid deposition of gold from boiling of a metal-saturated ore-forming colloid or fluid; a process referred to as "flashing". Such rapid gold-deposition can result from sudden pressure drops or a sudden change in physico-chemical conditions which destabilizes the fluid, triggering the rapid precipitation of metals. These conditions are known to generate very high grades in epithermal gold systems. Tuvatu is a low-sulphur and low-silica system with sulphide minerals accounting for less than 5% overall, and include pyrite (2 generations), lesser marcasite, sphalerite, chalcopyrite, and lesser galena, traces of arsenopyrite, tetrahedrite, and bornite

Lion One has been drilling at Tuvatu since 2008, and as of the effective date of the latest 43-101 compliant Technical Report issued on June 24, 2024, the company had completed a total of 588 drill holes totaling 135,373m of diamond drilling on both the Tuvatu deposit and the regional targets combined. This includes a significant quantity of grade control and development drilling at Tuvatu since September 2022. During the three-month period ending December 31, 2024, the Company has completed 13,482.80 additional meters of diamond drilling in 93 holes, with a further 5 holes still in progress.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

The Company is currently undertaking two primary tiers of drilling for exploration and development purposes:
1) shallow resource grade control drilling from surface and underground targeting areas of planned near-term production and development;
2) shallow resource infill drilling from surface targeting areas of planned mid-term production and development planning;

In addition to these programs the company also engages in regional exploration, which typically requires access to remote parts of the Navilawa caldera (SPL1512). These regional exploration programs are interrupted during the wet season, which typically runs from November to March. During this period the regional exploration programs transition to near-mine exploration programs. During the quarter ending December 31, 2024, the focus for drilling has been to define and expand the Tuvatu deposit resource. As such, no regional exploration drilling was carried out during this period, though some near-mine exploration drilling programs were continued.

Zone 5 Drilling

On December 17, 2024, the Company reported significant new high-grade gold results from Zone 5 infill and grade control drilling. Assay results are presented here for infill and grade control drilling in the Zone 5 area of Tuvatu. Drill results include multiple bonanza grade gold assays such as 1517.79 g/t, 513.50 g/t, 113.76 g/t, 137.50 g/t, and 115.25 g/t. These results are all located proximal to underground development in the near-surface portion of the mine. Drilling was focused on the up-dip and down-dip areas of the UR2 and URW3 lodes.

Highlights of New Drill Results:

1,517.79 g/t Au over 0.3 m (TGC-0237, from 42.6 m depth)
513.50 g/t Au over 0.3 m (TGC-0263, from 60.47 m depth)
67.45 g/t Au over 0.75 m (TGC-0254, from 90.75 m depth)
17.89 g/t Au over 2.7 m (including 113.76 g/t Au over 0.3 m) (TGC-0225, from 94.6 m depth)
25.73 g/t Au over 1.8 m (including 96.78 g/t Au over 0.4 m) (TGC-0251, from 46.9 m depth)
18.42 g/t Au over 2.5 m (including 62.83 g/t Au over 0.4 m) (TGC-0240, from 44.0 m depth)
30.99 g/t Au over 1.4 m (including 137.50 g/t Au over 0.3 m) (TGC-0239, from 97.8 m depth)
64.25 g/t Au over 0.6 m (TGC-0256, from 98.11 m depth)
72.55 g/t Au over 0.5 m (TGC-0245, from 91.0 m depth)
115.25 g/t Au over 0.3 m (TGC-0250, from 52.7 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

Zone 5 Drilling The Zone 5 area of Tuvatu is located along the main decline and includes the principal north-south oriented lodes (UR1 to UR3), the principal northeast-southwest oriented lodes (UR4 to UR8), and several of the western lodes (URW2, URW2A, URW3). These lodes are steeply dipping structures that converge at approximately 500 m depth to form Zone 500, which is the highest-grade part of the deposit and is interpreted to be one of the main feeder zones at Tuvatu. The system remains open at depth with the deepest high-grade intersections occurring below 1000 m depth. The drilling reported in this news release targeted the near-surface portions of the UR2 and URW3 lodes. Drilling was focused on the up-dip and down-dip areas of the UR2 and URW3 lodes, directly above and below current underground developments. The drilling targeted a 320 m strike length of the UR2 and URW3 lodes. The current total strike length of the UR2 lode is approximately 620 m, while that of the URW3 lode is approximately 330 m. Both lodes remain open along strike and at depth. Zone 5 grade control drilling is being conducted from three underground locations: the 1130 drill cuddy, the 1135 drill cuddy, and the 1090 drill cuddy. These drillholes are designed to intersect the mineralized lodes in a perpendicular to sub-perpendicular orientation such that the mineralized intervals approximate the true width of the lodes. Grade control drilling is being conducted on 10 m centers to provide a detailed understanding of the geometry and mineralization of the Zone 5 lodes. The purpose of the current Zone 5 grade control drill program is to enhance the mine model and inform stope design in advance of mining in the target areas. Highlights of the Zone 5 drilling reported here are shown in Figure 1.

On January 23, 2025, the Company reported significant new high-grade gold results from 3,866.8 metres of infill and grade control drilling. The drilling is focused on Zone 5 and includes the Zone's best assay result to-date of 2,749.86 g/t of gold over 0.3 metres (88.42 oz/t of gold over 1.0 feet). All drilling was completed from existing near surface underground workings. The Company intersected high-grade mineralized structures in 24 holes drilled up-dip, downdip, and south along strike of the UR2 and URW3 lodes where current mining activities are in progress. 17 holes intersected multiple high-grade mineralized structures, all of which are near existing underground workings. Most of the drill holes did not exceed 130 metres in length from underground drill stations. Drill results include multiple bonanza grade assays such as 2,749.86 g/t, 269.5 g/t and 235.2 g/t over narrow widths of 0.3 metres. Due to proximity of drill results to existing workings there is a strong probability that some of these structures can be incorporated into the mine plan in the next six to twelve months. Bonanza grades in Zone 5 at the Tuvatu Alkaline Gold Project are not unexpected.

LION ONE METALS
12

Management's Discussion and Analysis
December 31, 2024

Highlights of New Drill Results:
- 2,749.86 g/t Au over 0.3 metres (TGC 265, from 96.2 m depth) Best assay to-date in Zone 5
- 162.97 g/t Au over 0.6 m (including 269.5 g/t Au over 0.3 m) (TGC-281, from 75.89 m depth)
- 53.11 g/t Au over 1.5 m (including 235.2 g/t over 0.3 m) (TGC-282, from 92.6 m depth)
- 96.5 g/t Au over 0.6 m (TGC-288, from 28.8 m depth)
- 46.94 g/t Au over 1.2 m (including 86.44 g/t Au over 0.3 m) (TGC-265, from 45.7 m depth)
- 47.22 g/t Au over 0.9 m (including 62.25 g/t over 0.3 m (TGC-265, from 81.1 m depth)
- 69.38 g/t Au over 0.6 m (including 126.5 g/t over 0.3 m (TGC-267, from 125 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

Zone 5 Drilling The Zone 5 area of Tuvatu is located along the main decline and includes the principal north-south oriented lodes (UR1 to UR3), the principal northeast-southwest oriented lodes (UR4 to UR8), and several of the western lodes (URW2, URW2A, URW3). These lodes are steeply dipping structures that converge at approximately 500 m depth to form Zone 500, which is the highest-grade part of the deposit and is interpreted to be a major feeder zone at Tuvatu. The system remains open at depth with the deepest high-grade intersections occurring below 1000 m depth. The drilling reported in this news release targeted the near-surface portions of the UR2 and URW3 lodes. Drilling was focused on the up-dip and down-dip areas of the UR2 and URW3 lodes, directly above and below current underground developments. The drilling targeted a 200 m strike length of the UR2 and URW3 lodes. The current total strike length of the UR2 lode is approximately 620 m, while that of the URW3 lode is approximately 330 m. Both lodes remain open along strike and at depth. The Zone 5 grade control drilling reported in this release was conducted from two underground locations: the 1135 drill station and the 1090 drill station. These drillholes are designed to intersect the mineralized lodes in a perpendicular to sub-perpendicular orientation such that the mineralized intervals approximate the true width of the lodes. Grade control drilling is being conducted on a 10 m grid to provide a detailed understanding of the geometry and mineralization of the Zone 5 lodes. The purpose of the current Zone 5 grade control drill program is to enhance the mine model and inform stope design in advance of mining in the target areas. The majority of the high-grade intervals reported in this release are located within 30 m of underground developments and are anticipated to be included in the mine plan in 2025. Highlights of the Zone 5 drilling reported here are shown in Figure 2.

Figure 1. Zone 5 infill and grade control drilling with high-grade intersects highlighted, 3.0 g/t gold cutoff. Plan view looking down with north to the left. The primary areas targeted by the Zone 5 drilling are the up-dip and down-dip areas of the UR2 and URW3 lodes above and below current underground developments. These areas are scheduled for near-term mining. Drill holes are oriented perpendicular to sub-perpendicular to the mineralized lodes.

SKL Lodes

On February 27, 2025, the Company reported significant new high-grade gold results from 1,757.8 meters of near-mine expansion drilling on the SKL lodes in the Zone 5 area of Tuvatu (Figure 2).

The SKL lodes are located in close proximity to underground workings near surface in the Zone 5 area of Tuvatu. Drilling was conducted from two surface drill pads and consisted of infill and expansion drilling with the purpose of bringing the SKL lodes into the long term mine plan for Tuvatu. High-grade mineralized structures were intersected in 10 drill holes (Figure 3). Drill results include multiple bonanza grade gold assays such as 502.50 g/t, 118.20 g/t, 85.50 g/t, and 76.50 g/t gold over narrow widths of 0.3 m. All high-grade drill results were intersected within 75 m of underground developments and within 110 m of surface. The SKL lodes were the subject of test mining in the 1990s but have undergone little modern drilling despite their proximity to underground workings. The SKL lodes represent a prime target for addition to the Tuvatu mine plan given the high-grade results and proximity to underground infrastructure. Previous drill results in the SKL area include 4.8 m of 30.48 g/t gold (news release dated May 8, 2024).

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

Highlights of New Drill Results:
- 85.54 g/t Au over 3.0 m (including 502.50 g/t Au over 0.3 m) (TUDDH-745, from 31.73 m depth)
- 23.59 g/t Au over 2.4 m (including 53.99 g/t Au over 0.6 m) (TUDDH-740, from 74.50 m depth)
- 21.10 g/t Au over 2.4 m (including 46.30 g/t Au over 0.3 m) (TUDDH-748, from 82.79 m depth) 24.51 g/t Au over 1.6 m (including 76.50 g/t Au over 0.3 m) (TUDDH-748, from 54.82 m depth)
- 118.20 g/t Au over 0.3 m (TUDDH-733, from 85.5 m depth)
- 15.22 g/t Au over 2.1 m (including 57.64 g/t Au over 0.3 m) (TUDDH-748, from 133.92 m depth)
- 10.94 g/t Au over 2.7 m (including 41.05 g/t Au over 0.3 m) (TUDDH-738, from 68.10 m depth)
- 85.50 g/t Au over 0.3 m (TUDDH-745, from 88.96 m depth)
- 36.49 g/t Au over 0.7 m (including 59.05 g/t Au over 0.4 m) (TUDDH-745, from 74.60 m depth)
- 19.50 g/t Au over 1.2 m (including 30.44 g/t Au over 0.3 m) (TUDDH-740, from 110.20 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

Figure 2. Location of the SKL drilling reported in this news release. Left image: Plan view of Tuvatu showing SKL drillholes in relation to the mineralized lodes shown in grey and Tuvatu underground development shown in red. Right image: Oblique view of SKL drilling looking northeast.

The SKL lodes are located in the near-surface portion of Zone 5, in the northeast part of the deposit proximal to the historical exploration adit, which is now used primarily for mine ventilation and secondary egress. The SKL lodes are north of the steeply dipping UR lodes, which are the primary lodes in Zone 5. Minor underground development and trial mining was conducted on the SKL lodes in the late 1990s, including the development of the historical exploration adit. Minor confirmatory infill drilling was also completed in 2019. The area has had limited modern drilling and is a prime target for near-mine expansion given the underground access already in place and the high-grade results returned from drilling. The SKL lodes have historically been modelled as a series of stacked flat-lying mineralized lodes known as "flatmakes"1, similar to those currently being mined in the high-grade near-surface roscoelite area in Zone 2. The lodes are composed of high-grade narrow vein structures that frequently return bonanza-grade results >30 g/t gold. They are also associated with stockwork veining and roscoelite mineralization. The SKL lodes are not included in the current mine plan at Tuvatu. The purpose of the current SKL drill program is to confirm the orientation of the SKL mineralization in advance of infill and grade control drilling designed to bring the area into the Tuvatu mine plan.

West Zone Drilling

The West Zone drilling program carried out for the quarter ending December 31, 2024, consist of a total of 1,547.4 meters in 8 holes completed by December 7, 2024. The West Zone drill program is still ongoing with a second phase of drilling consisting of 9 holes, all of which have been completed by the end of January 2025, for a total of 1855.4 meters. A third and subsequent phase of drilling is currently ongoing with two holes completed to date.

The current drilling at West Zone was planned as three separate sub-programs: an initial phase designed primarily as infill drilling along a narrowly spaced grid into the portion of the West Zone resource currently classified as indicated and extend below it; a second phase to extend this resource to the west; and a third phase designed to extend the resource to the east. Highlights of results obtained from the 2024-2025 West Zone drilling program are listed below.

The best results obtained from the initial phase of the current drilling at the West zone are as follows:
- 49.72 g/t Au over 0.39 m (TUDDH-755, from 52.94 m depth, Phase 1)
- 29.28 g/t Au over 0.35 m (TUDDH-763, from 82.75 m depth, Phase 1)
- 10.99 g/t Au over 0.39 m (TUDDH-758, from 101.5 m depth), Phase 1
- 198.84 g/t Au over 1.36 m incl. 896 g/t Au over 0.3 m (TUDDH-764, from 34.17 m depth, Phase 2)

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

10.89 g/t Au over 1.9 m incl. 23.6 g/t Au over 0.85 m (TUDDH-774, from 48.0 m depth, Phase 2)
4.16 g/t Au over 2.65 m, incl. 14.73 g/t Au over 0.4 m (TUDDH-764, from 146.85 m depth, Phase 2)
35.79 g/t Au over 1.7 m, incl. 178.55 g/t Au over 0.3 m (TUDDH-773, from 182.0 m depth, Phase 3)
9.48 g/t Au over 1.3 m, incl. 16.32 g/t Au over 0.3 m (TUDDH-773, from 190.0 m depth, Phase 3)
61.24 g/t Au over 2.0 m, incl. 264.55 g/t Au over 0.3 m (TUDDH-773, from 200.0 m depth, Phase 3)

*All drill intersects are downhole lengths

Figure 3. SKL drilling with high-grade intersects highlighted, 3.0 g/t gold cutoff. Section view looking northeast. High-grade gold mineralization is intersected near surface proximal to underground developments in the SKL area. SKL lodes are shown in light brown. These drill results are not included in the Tuvatu mine plan and represent near mine expansion of the mine plan.

Zone 2 Drilling

On January 30, 2025, the Company reported significant new high-grade gold results from 3,791.3 metres of underground grade control drilling in Zone 2, Figure 4). The drilling, focused on Zone 2, targeted the URW and Murau lode systems. All drilling was completed from two underground drill stations located in existing, near surface underground workings. The Company intersected high-grade mineralized structures in 25 holes. URW drilling primarily targeted the downdip extension of the URW1 stockwork zone below the 1101 level, while the Murau drilling primarily targeted mineralization below the 1095 level. Both programs intersected high grade mineralization, indicating that both systems extend down vertically below current mining levels. Due to the proximity of these results to active mining levels, these results are anticipated to be incorporated into the mine plan in the next six to twelve months. Notably, the headline intersect of 6.7 m of 25.45 g/t gold is located within the high-grade roscoelite zone, just 10 m below current mining activities in the 1095 level. Highlights of New Drill Results:

25.45 g/t Au over 6.7 m (including 145.5 g/t Au over 0.4 m) (TGC-0276, from 45.1 m depth)
26.89 g/t Au over 4.7 m (including 78.0 g/t Au over 0.85 m) (TGC-0264, from 36.8 m depth)
36.94 g/t Au over 2.5 m (including 158.0 g/t Au over 0.3 m) (TGC-0312, from 46.5 m depth)
13.97 g/t Au over 6.6 m (including 54.5 g/t Au over 0.3 m) (TGC-0260, from 31.45 m depth)
45.95 g/t Au over 1.8 m (including 123.5 g/t Au over 0.55 m) (TGC-0308, from 43 m depth)
168.25 g/t Au over 0.4 m (TGC-0276, from 18.5 m depth)
29.23 g/t Au over 2.1 m (including 37.43 g/t Au over 0.9 m) (TGC-0353, from 27.9 m depth)
21.48 g/t Au over 2.7 m (including 119.5 g/t Au over 0.42 m) (TGC-0344, from 70.2 m depth)
12.47 g/t Au over 3.8 m (including 49.86 g/t Au over 0.45 m) (TGC-0264, from 57.2 m depth)
10.82 g/t Au over 3.7 m (including 19.51 g/t Au over 0.6 m) (TGC-0276, from 39.9 m depth)

*Drill intersects are downhole lengths, 3.0 g/t cutoff.

LION ONE METALS

Management's Discussion and Analysis

December 31, 2024

Figure 4. Location of the Zone 2 drilling reported in this news release. Left image: Plan view of Tuvatu showing Zone 2 drillholes in relation to the mineralized lodes at Tuvatu, shown in grey. Right image: Section view of Zone 2 drilling looking northeast. Zone 2 drilling primarily targeted the Murau and URW lode systems below current mine levels.

The URW system consists of multiple closely spaced steeply dipping high grade mineralized lodes trending in a north-south direction. Within this system lies the URW1 stockwork zone, which consist of two steeply dipping lodes enveloped within a stockwork zone of gold-bearing veinlets. Four levels of underground mining have been completed within the URW1 stockwork zone; the 1161, 1141, 1121, and 1101 levels. Long hole open stope mining is taking place between these levels. The URW drilling reported here was conducted from the 1116 drill station underground and consists of a series of drill holes oriented in a fan from east to southeast. The drill program primarily targeted the down dip extension of the URW1 stockwork zone below the 1101 level along a $120\mathrm{m}$ strike length from north to south. High- and bonanza-grade results were intersected in multiple drill holes, indicating the continuation of the system below current mine workings (see Figure 5).

The Murau system consists of a series of high-grade flat to moderately flat mineralized structures located between the steeply dipping URW1 stockwork zone to the east and the steeply dipping Ura lode system to the west. The Murau structures are known as "flatmakes" and have abundant roscoelite mineralization. They Murau flatmakes are a major component of the high-grade roscoelite zone that was identified in 2024. The first such flatmake is being actively mined along the 1095 level in Zone 2 where a $120\mathrm{m}$ strike length of the system has been exposed. The Murau drilling reported here was conducted from the 1121 drill station underground. Drilling consists of a series of drill holes oriented in a fan from the north to the northwest. The primary target of the drilling was mineralization below the 1095 level, with several drillholes also targeting mineralization above the 1095 level. High grade mineralization was intersected both above and below the 1095 level, with $6.7\mathrm{m}$ of $25.45\mathrm{g/t}$ gold intersected within $10\mathrm{m}$ below the 1095 level indicating the potential for additional flatmakes below the 1095 level (see Figure 6).

The purpose of the current Zone 2 URW and Murau grade control drill programs are to enhance the mine model and inform stope design in advance of mining in these areas. The majority of the high-grade intervals reported in this release are located within $30\mathrm{m}$ of underground developments and are anticipated to be included in the mine plan in 2025. Both the URW1 and Murau drill programs have successfully intersected high-grade gold mineralization in close proximity below current underground workings. Highlights of the Zone 2 drilling reported here are shown in Figure 5 and 6.

Figure 5. Zone 2 URW grade control drilling with high-grade intersects highlighted, $3.0\mathrm{g / t}$ gold cutoff. Oblique view looking down to the north. The URW grade control drilling in Zone 2 was oriented in a fan from the east to the south and primarily targeted the down-dip extension of the URW1 stockwork zone below the 1101 level, as well as the extensions of the system to the north and to the south.

LION ONE METALS

Management's Discussion and Analysis

December 31, 2024

Figure 6. Zone 2 Murau grade control drilling with high-grade intersects highlighted, $3.0\mathrm{g / t}$ gold cutoff. Section view looking east-northeast. The Murau grade control drilling in Zone 2 targeted mineralization in the roscoelite zone below the 1095 level, as well as the gap between the Murau and URW1 lode systems. The headline drill intercept of $6.7\mathrm{m}$ of $25.45\mathrm{g / t}$ gold is located within $10\mathrm{m}$ below the 1095 level and is scheduled for mining in the near term.

Roscoelite Zone

On November 12, 2024, the Company reported that the development of a new high-grade near-surface roscoelite-bearing gold zone had commenced at the company's $100\%$ owned Tuvatu high-grade alkaline gold mine. Discussing the new high-grade near-surface roscoelite zone, Lion One CEO Walter Berukoff stated "Quartz-roscoelite veining is the most economically significant mineral assemblage at several world class alkaline gold deposits that are similar to Tuvatu. Roscoelite is a defining characteristic of these alkaline systems and it is directly associated with high-grade gold. An initial bulk sample of the near-surface roscoelite zone at Tuvatu has returned 11.6 Au g/t from 861 tonnes of minerliazed material mined at full mining widths. We are now enhancing our mine plan with this gold-rich roscoelite material, which is already being processed through the pilot plant".

Roscoelite veining is directly related to high-grade mineralization at the nearby Vatukoula gold mine in Fiji where over 7 million ounces of gold have been produced over the last 95 years. Roscoelite is also observed in association with gold mineralization at the Porgera gold mine in PNG, which has been a top ten ranked gold mine globally and which has produced over 25 million ounces of gold. At Porgera, the most economically significant veins are the Stage II quartz-roscoelite-pyrite veins with native gold, found in the Roamane fault zone.

At Tuvatu, these high-grade Stage II veins also ubiquitously occur with roscoelite. The same mineral assemblage observed at Porgera, quartz-roscoelite-pyrite, is also observed in the near-surface roscoelite zone at Tuvatu. This zone consists of a series of intersecting flat and sub-vertical banded veins composed primarily of low-temperature chalcedonic quartz intergrown with roscoelite, pyrite, lesser sphalerite, galena, and native gold. This mineral assemblage is also observed at the high-grade Zone 500 located at $500\mathrm{m}$ depth in Tuvatu, and at the West Zone near-mine expansion target $300\mathrm{m}$ to the west of Tuvatu (See news releases: Lion One drills 20.86 Au g/t over $75.9\mathrm{m}$ from Zone 500, June 6, 2022, and Lion One drills 105.2 Au g/t over $2.1\mathrm{m}$ from near-mine exploration at the West Zone, October 1, 2024). Similar quartz-roscoelite-pyrite mineralization is also observed in selected drill core throughout the Tuvatu deposit indicating the potential for other high-grade roscoelite zones.

The presence of roscoelite in direct association with high-grade gold mineralization reflects a rare combination of criteria, shared by other notable world-class alkaline gold deposits, thus underscoring the enormous potential for Tuvatu as part of a potentially much larger high-grade alkaline gold system within Fiji's Navilawa Caldera.

Figure 7. Location of the new roscoelite zone in relation to underground developments. The new roscoelite zone is in Zone 2 of Tuvatu, in the northwest part of the deposit, approximately $65\mathrm{m}$ below surface. Preliminary evidence indicates that the zone extends to additional levels below the current underground workings

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

The near-surface roscoelite zone at Tuvatu is located 65 m below surface and consists of a series of flat-lying and vertical veins. The strongest gold mineralization occurs in blow-out zones at the intersection of these structures (Figure 7). The primary vertical structures in this zone consist of quartz vein arrays with roscoelite and minor base metal sulfides, while the primary flat-lying structures consist of low-temperature quartz-roscoelite-pyrite veins (Figure 8). Both sets of veins contain high-grade gold. This is a very similar scenario to that observed at the Porgera gold mine, wherein there are high-grade ore shoots formed at the intersection of early Stage I base metal veins with later Stage II quartz-roscoelite-pyrite veins, with both sets of veins containing gold. In the near surface roscoelite zone at Tuvatu there is evidence of multiple stacked flat-lying quartz-roscoelite-pyrite veins, which would produce multiple stacked shoots of high-grade mineralization at the intersection of vertical structures below the current underground workings.

Figure 8. Simplified conceptual illustration of intersecting structures in the near-surface roscoelite zone. Multiple flat-lying quartz-roscoelite-pyrite veins have been observed underground.

Roscoelite Targeting

The new near-surface roscoelite structure exposed in underground workings at Tuvatu is significantly mineralized and has consistently returned very high-grade gold since it was first identified in May from underground face sampling. The structure is associated with abundant roscoelite, and an initial underground bulk sample from this structure has returned 11.6 Au g/t from 861 tonnes of material fully diluted (November 12, 2024 News Release).

The new structure has been continuously mapped and mined for over 100 m in the E-W direction and appears to extend further to the east of the current underground workings. While roscoelite-bearing mineralized structures have been identified in drill core at Tuvatu, this is the first time that a significant roscoelite-bearing lode array with high-grade gold has been identified and exposed continuously over a significant distance underground. Notably, this structure is striking E-W and dipping at approximately -20° to the north. This is an orientation that has not previously been defined or predicted in the Tuvatu geological model, though it has been identified in recent structural analysis.

Roscoelite-bearing structures represent an important target-type at Tuvatu as they are directly associated with high-grade gold. The Company has therefore determined that a dedicated effort be allocated to better characterize these lode types, with the goal being to define specific criteria that can be used to identify additional structures with similar attributes at Tuvatu. The current underground exposure of a high-grade roscoelite-bearing structure provides the Company with an invaluable opportunity to carry out detailed sampling and analysis to better understand the mineralogy, geochemistry, and orientation of these structures in situ. Sergio Cattalani has returned to Fiji to lead these efforts on site. Mr Cattalani has over 40 years of experience and as the former Senior Vice President of Exploration for Lion One Metals from mid-2021 to the end of 2023, he is intimately familiar with the deposit and is ideally suited to lead these efforts.

One of the primary objectives of the roscoelite-targeting program is to develop a detailed understanding of the spatial mineralogical and grade characteristics of the exposed roscoelite structure, and to document if/how the structure and associated gold mineralization varies with proximity to cross-cutting structures of different orientations. The conceptual model, strengthened by direct observations underground, suggests that high-grade "blow-out" zones (or "shatter zones" as described at Vatukoula) are produced at the intersection of multiple structures with different orientations. This relationship has previously been observed in deposits with similar alteration and grade characteristics to Tuvatu, such as the Porgera gold mine. Mr. Cattalani has been charged with investigating precisely how the gold grades, widths, and alteration type and intensity vary along the exposed roscoelite-bearing structure with proximity to the cross-cutting, predominantly steeply dipping, structures that are widely prevalent at Tuvatu. An increased understanding of both the primary characteristics of these roscoelite-bearing structures, as well as their structural interactions, will enable the company to efficiently interrogate and augment the extensive database at Tuvatu, and to effectively target additional similar features throughout the deposit, thereby enhancing and expanding the long-term mine plan at Tuvatu.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

EXPLORATION AND EVALUATION ASSETS

The Company's primary asset is the Tuvatu Gold Project located near Nadi on the island of Viti Levu, Fiji. The Tuvatu Gold Project has been fully permitted for development, construction, and mining by the Government of Fiji with the grant of a Special Mining Lease (SML 62) in 2015. In June 2022, the Ministry of Environment of Fiji approved the Environmental Impact Assessment (EIA) update. The Company has also submitted its Rehabilitation and Closure Plan for the operation. The Company signed a 21-year Surface Lease agreement with local landowners and the iTaukei Land Trust in 2014 and the SML has been granted for a term of ten years provided the Company complies with the terms of the lease. In August 2022, the SML 62 was extended for an additional 10 years ending February 28, 2035. Extensions to the term can be applied subject to the terms of the lease and the Mining Act.

SML 62 is a designated area within the original boundaries of the Company's SPLs 1283 and 1296. SML 62 provides exclusive rights for the potential development, construction, and operation of mining, processing, and waste management infrastructure at Tuvatu. The Mining Lease area covers 384.5 hectares and contains all the current NI 43-101 resource and multiple high-grade prospects in the Navilawa Caldera. The Tuvatu camp is located 16 km by road from the Lion One Fiji head office adjacent to the International Airport in Nadi, and 35 km from the Port of Lautoka.

In 2019, the Company purchased drilling equipment from Geodrill, a Fijian drilling company, and employed several experienced drillers and offsiders from Geodrill. This strategic acquisition ensured the Company has readily available, cost-effective diamond drilling capabilities by operating these drills "in-house". In 2020-2021, the Company purchased three additional deep capacity diamond drill rigs. In March 2022, the Company purchased two additional deep capacity rigs which were delivered to Fiji in September 2022.

The Company has encountered multiple high-grade intercepts from its high-grade feeder diamond drill program since 2020, which supports the alkaline gold model and the concept that Tuvatu has high-grade gold mineralization extending and evolving at great depths. The Company has drilled to depths in excess and 1,000m below surface, with the aim to gain a better understanding of the underlying plumbing system that provided a conduit for the gold-rich fluids to rise from the base of the crust to surface in the Tuvatu area. Alkaline-hosted gold deposits are known to extend to great depths, so there are many areas to explore. The Company is actively engaging in infill and grade control drilling from surface and underground targeting areas of planned early production. Additional sampling, resampling and relogging of earlier diamond drill holes is also ongoing, as is trenching, mapping, and sampling within the Company's tenement holding.

In May 2019, SPL 1512 was issued for the Navilawa tenement for a 5-year term ending in 2024 (5-year renewal submitted in May 2024), which for the first time consolidated the ownership of the entire Navilawa mineral complex under a tenement package with the Tuvatu 384.5 hectare SML 62 Mining Lease at its center. A number of access tracks into the Navilawa tenement were completed and sampling of prospective zones continues with numerous additional targets identified to date. The Company has a large pipeline of drilling targets across the Navilawa Caldera and this program will include deep drilling, further geophysics, mapping and sampling, and targeted exploration of other prospects generated. The SPL1512 renewal application was submitted to the MRD in May 2024 in accordance with statutory requirements, and renewal is pending.

In 2019, the Company completed a specialized stream sediment sampling program using the BLEG ("Bulk Leach Extractable Gold") technique over the entire project area. The results from that BLEG sampling program indicate an extensive anomalous area within the northern part of the Navilawa caldera. Furthermore, to better define the underlying structural controls that host the high-grade vein network in the Navilawa Caldera, an initial controlled source audio-magnetotelluric ("CSAMT") geophysical program was also completed late in 2019. Following the interpretation of this CSAMT program, the deep drilling program was expanded to include targets identified from that survey. The Company also implemented a regional drill program aimed at drill-testing some of the anomalies derived from previous geophysical and geochemical survey results. In 2022-23, the Company carried out a second CSAMT geophysical survey designed to infill and add detail and resolution to the existing CSAMT results. The new CSAMT data will help the Company to identify and refine drill targets underlying those prospects to drill test select targets in the future.

The Company holds four exploration licenses (SPL's) for the Tuvatu properties. Under the terms of the SPL's, the Company is required to spend a minimum threshold of expenditures on each of the licenses.

SPL	Issued	Expiry Date	Bond (Fijian $)	Bond (Canadian $)	Expenditure Requirement (Fijian $)	Expenditure Requirement (Canadian $)
1283	Aug. 24, 2020	Aug. 23, 2025	158,180	97,205	1,400,000	860,334
1296	Aug. 24, 2020	Aug. 23, 2025	158,180	97,205	1,600,000	983,238
1465	Mar. 5, 2022	Mar. 4, 2025	67,979	41,775	679,789	417,747
1512	Dec. 11, 2024	Oct.12, 2029	633,223	389,740	1,200,000	737,429

F
I LION ONE
METALS

Management's Discussion and Analysis

December 31, 2024

Expenditures incurred on the Fiji properties are as follows:

	June 30, 2023	Additions	Transfer to Mineral Property	June 30, 2024	Additions	December 31, 2024
Acquisition costs	$ 21,915,063	$ -	$ (11,163,198)	$ 10,751,865	$ -	$ 10,751,865
Camp costs and field supplies	5,936,329	734,363	(5,832,859)	837,833	127,425	965,258
Consulting fees	9,064,463	344,066	(9,090,900)	317,629	141,179	458,808
Depreciation	5,197,322	755,853	(2,757,005)	3,196,170	(297,992)	2,898,178
Development, dewatering, geology and environmental	26,200,037	197,476	(23,420,402)	2,977,111	19,102	2,996,213
Drilling	8,575,632	297,976	(7,840,356)	1,033,252	1,844	1,035,096
Office administration and professional fees	12,947,003	1,370,317	(8,909,065)	5,408,255	123,113	5,531,368
Permitting and community consults	2,788,040	225,608	(2,532,156)	481,492	56,077	537,569
Site works and road building	4,899,842	36,608	(3,388,991)	1,547,459	17,301	1,564,760
Salaries and wages	15,934,675	1,445,765	(13,585,525)	3,794,915	359,467	4,154,382
Sample preparation, assaying and analysis	5,280,277	290,622	(4,499,721)	1,071,178	25,752	1,096,930
Technical reports	1,891,796	-	(889,628)	1,002,168	-	1,002,168
Travel	2,354,345	183,133	(1,587,328)	950,150	58,467	1,008,617
Vehicle and transportation	3,036,098	470,074	(894,612)	2,611,560	22,722	2,634,282
Capitalized finance cost	1,412,422	-	(1,412,422)	-	-	-
Write-off of exploration assets	(771,648)	-	-	(771,648)	-	(771,648)
Cumulative foreign currency translation adjustment	(3,381,912)	319,046	2,863,446	(199,420)	252,701	53,281
	$123,279,784	$6,670,907	$ (94,940,722)	$ 35,009,969	$ 907,158	$ 35,917,127

A full tenement listing is provided in Schedule A at the end of this MD&A

Selected Quarterly Results

	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
Total assets	$ 236,923,511	$ 229,773,575	$ 215,888,042	$ 221,295,724
Exploration and evaluation assets	35,917,127	35,425,176	35,009,969	22,272,480
Mineral property, plant and equipment	162,510,082	156,591,872	150,333,840	167,742,025
Working capital	22,992,711	26,747,147	20,501,089	21,892,371
Revenue	18,025,876	10,468,452	9,358,359	4,087,037
Interest income	87,736	103,368	88,305	243,169
Income (loss) for the period	(362,832)	(988,374)	(12,078,260)	(7,637,653)
Comprehensive income (loss) for the period	(837,491)	2,595,133	(7,300,520)	(10,333,130)
Basic and diluted loss per share	(0.00)	(0.00)	(0.05)	(0.03)
	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
Total assets	$ 216,484,066	$ 209,570,987	$ 208,116,895	$ 182,661,161
Exploration and evaluation assets	21,194,872	19,136,657	123,279,784	107,873,845
Mineral property, plant and equipment	166,097,457	150,201,436	30,998,185	14,493,079
Working capital	18,984,800	31,105,048	45,424,078	37,135,946
Revenue	1,306,090	-	-	-
Interest income	178,885	389,757	757,612	259,126
Income (loss) for the period	(6,359,344)	(1,261,480)	339,941	(968,786)
Comprehensive income (loss) for the period	(3,489,138)	(1,996,884)	(3,162,743)	(1,050,924)
Basic and diluted loss per share	(0.03)	(0.01)	0.00	(0.01)

The focus of the Company over the periods presented has been the exploration and development of its Tuvatu Project. On September 30, 2023, the Company reclassified capitalized costs from exploration and evaluation assets to mineral property, plant and equipment and as the Company moved into mineral property development stage. The differential

LION ONE

METALS

Management's Discussion and Analysis
December 31, 2024

between net and comprehensive loss in each period reflects the translation adjustment of the assets and liabilities of the Company's subsidiary, Lion One PTE Limited, which is denominated in Fijian dollars.

Over the past 30 month period from July 1, 2022 to December 31, 2024, the Company completed multiple equity and loan financings, which has increased the total assets and funds available to accelerate the development of Tuvatu project from exploration stage to mine development stage including commissioning of the 300TPD pilot plant in November 2023, resulting in increases in exploration and evaluations assets, mineral property, plant and equipment, offset by declines in working capital to fund sustain operating losses during ramp up stage.

For the period from July 1, 2022 to December 31, 2024, the Company raised total gross financing proceeds of $107 million including: $13 million equity financing in September 2022, $33 million financing in February 2023 (comprised of $30 million Tranche 1 loan facility and $3 million private placement), $27 million equity financing in May 2023, $11 million Tranche 2 loan facility financing in January 2024, $12 million equity financing in February 2024 and $11 million equity financing in July 2024 and $6 million Tranche 3 loan facility financing in December 2024. From July 1, 2022 to December 31, 2024, the Company has used the proceeds from the equity financings and loan facility and incurred cash outflows of $57 million on mineral properties, property and equipment (including deposits for equipment) and $44 million on exploration and evaluation assets, to transform the Tuvatu project from exploration stage to mine development stage including commissioning of the 300TPD pilot plant in November 2023, including recent upgrades to achieve mill throughput of 350 to 400TPD and incurred outflows of $33 million on working capital and to sustain operating activities.

During the quarters ended in December 2023 to June 2024, the pilot plant was commissioned resulting in gold revenues and mine operating losses due to ramp up and commissioning coupled with low gold grade feed of mineralized materials from mine development. The Company was able to access higher grade mineralized materials in mid-May 2024 and has achieved steady state operations in June 2024, with mine operating income of $7.8 million for the six month period ending December 2024.

Financial Highlights

	Three months ended Dec. 31, 2024	Three months ended Dec. 31, 2023	Six months ended Dec. 31, 2024	Six months ended Dec.31, 2023**
Gold ounces (oz) sold	4,741	479	7,870	479
Average realized selling price gold (oz)	$3,795	$2,723	$3,610	$2,723
Cost of sales per gold (oz)*(net of silver revenue and inventory NRV adjustment)	$2,465	$5,214	$2,615	$5,214
Revenue – gold	$ 17,988,932	$ 1,304,477	$ 28,413,440	$1,304,477
Cost of sales (net of silver revenue and inventory NRV adjustment)*	(11,686,392)	(2,497,539)	(20,580,922)	(2,497,539)
Inventory NRV Adjustment	-	(3,138,676)	-	(3,138,676)
Mine operating income	$ 6,302,540	(4,331,738)	$7,832,518	(4,331,738)

Cost of sales per gold oz (net of silver revenue and net of inventory NRV adjustment) is a non-IFRS measure with no standard definition under IFRS and is calculated using ounces sold. See the "Non-IFRS financial performance measures"
** Pilot plan mill was not in operations until October 2023

Results of Operations for the six months ended December 31, 2024 compared to 2023

The comprehensive income (loss) for the six months ended December 31, 2024 was $1,757,642 (2023 – loss $5,486,022). Significant changes to the comprehensive loss are explained as follows:

Revenue recognized of $28,494,328 (2023 - $1,306,090) on sale of 7,870 (2023 - 479) gold ounces and 1,934 (2023 - 50) silver ounces, with average realized selling price of gold of $3,610 (2023 - $2,723) per ounce, the Company had its first metal sales in December 2023. Please refer to Note 12 of the interim condensed consolidated financial statements for the six months ended December 31, 2024.
Cost of sales recognized of $20,661,810 (2023 - $5,637,828). Cost of production have decreased significantly in the current year period compared to prior periods, as the Company has achieved steady mine production levels since gaining access to higher grade mineralized materials in mid-May 2024 and achieving over 350TPD throughput for the pilot plant. The Company has also implemented various cost optimization programs from May to December 2024, and further cost reductions are expected to be realized in coming months. Please refer to Note 13 of the interim condensed consolidated financial statements for the quarter ended December 31, 2024.

LION ONE METALS
21

Management's Discussion and Analysis
December 31, 2024

General and administrative expenses increased by $414,673 to $2,365,541 (2023 - $1,950,868) primarily due to higher head count, legal fees and consulting fees associated with higher level of corporate activities compared to prior year period, please refer to Note 14 of the interim condensed consolidated financial statements for quarter ended December 31, 2024.
Interest and finance expense increased by $3,291,077 to $4,352,836 (2023 - $1,061,759) primarily due to the recognition of accretion and interest expense for the financing facility to the consolidated statements of loss and comprehensive loss as the 300 TPD mine and mill was commissioned in November 2023 and accretion and interest expenses are no longer being capitalized and prior period debt facility interest costs were capitalized. Please refer to Note 15 of the interim condensed consolidated financial statements for quarter ended December 31, 2024.
During the period ended December 31, 2024, the Company recognized a foreign exchange translation gain of $3,108,848 on its net assets denominated in Fijian dollars reflecting a strengthening of the Fijian dollar against the Canadian dollar since June 30, 2024. A foreign exchange translation loss of $735,404 was recognized in the comparative period.

Results of Operations for the three months ended December 31, 2024, compared to 2023

The comprehensive loss for the three months ended December 31, 2024, was $837,491 (2023 - loss $3,489,138). Significant changes to the comprehensive loss are explained as follows:

Revenue recognized of $18,025,876 (2023 - $1,306,090) on sale of 4,741 (2023 - 479) gold ounces and 841 (2023 - 50) silver ounces, with average realized selling price of gold of $3,795 (2023 - $2,723) per ounce, the Company had its first metal sales in December 2023. Please refer to Note 12 of the interim condensed consolidated financial statements for the quarter ended December 31, 2024.
Cost of sales recognized of $11,723,336 (2023 - $5,637,828). Cost of production have increased in the current year period compared to prior periods due to increase in gold production with cost per gold oz sold decreasing, as the Company has achieved steady mine production levels since gaining access to higher grade mineralized materials in mid-May 2024 and achieving over 350TPD throughput for the pilot plant. The Company has also implemented various cost optimization programs and added mining equipment to improve equipment utilization, and further cost reductions are expected to be realized in coming quarters. Please refer to Note 13 of the interim condensed consolidated financial statements for the quarter ended December 31, 2024.
General and administrative expenses increased by $180,585 to $1,276,306 (2023 - $1,095,721) primarily due to higher head count, legal fees and consulting fees associated with higher level of corporate activities compared to prior year period, please refer to Note 14 of the interim condensed consolidated financial statements for quarter ended December 31, 2024.
Interest and finance expense increased by $1,297,868 to $2,325,659 (2023 - $1,027,791) primarily due to the draw down of Tranche 2 and 3 in 2024 and recognition of accretion and interest expense for the financing facility to the consolidated statements of loss and comprehensive loss as the 300 TPD mine and mill was commissioned in November 2023 and accretion and interest expenses are no longer being capitalized and prior period debt facility interest costs were capitalized. Please refer to Note 15 of the interim condensed consolidated financial statements for quarter ended December 31, 2024.
During the period ended December 31, 2024, the Company recognized a foreign exchange translation loss of $474,659 on its net assets denominated in Fijian dollars reflecting a weakening of the Fijian dollar against the Canadian dollar since June 30, 2024. A foreign exchange translation gain of $2,870,206 was recognized in the comparative period.

Cash flows for the six months ended December 31, 2024 compared to 2023

Cash, cash equivalent, restricted cash and short-term investments have increased by $4,477,783 to $11,209,656 at December 31, 2024 from a balance of $6,731,873 as at June 30, 2024

Cash outflows from operating activities increased by $10,851,681 to $977,519 (2023 - $11,829,200). This is primarily due to the mine achieving operating income for the current period with increase in gold sales and lower production costs compared to mine operating loss for the prior period started in December 2023, as mine and mill were at initial start up.

LION ONE METALS
22

Management's Discussion and Analysis
December 31, 2024

Cash outflows from investing activities decreased by $2,594,038 to $10,046,180 (2023 - $12,640,218) due primarily to decrease in purchases of mining and process plant equipment and exploration expenditures, as the mine and mill were still in construction and ramp up stage in prior year period.

Cash inflows from financing activities increased by $7,562,681 to $15,202,840 (2023 - $7,640,159) due to net cash proceeds from July 2024 equity raise and proceeds on debt facility Tranche 3.

Financial Position

Cash, restricted cash and short-term investment have increased by $4,477,783 to $11,209,656 as at December 31, 2024 from a balance of $6,731,873 as at June 30, 2024, due primarily $11,649,590 market public offering in July 2024, offset by expenditures on mineral property, plant and equipment.

The Shareholders' equity increased by $13,824,112 to $179,049,666 (June 30, 2024 – $165,225,554) primarily due to the Company closing a market public offering on July 26, 2024, by offering 31,485,379 units at a price of $0.37 per unit for gross proceeds of $11,649,590, and on December 12, 2024, the Company issued 3,920,000 common shares of the Company to Nebari, valued at $1,176,000.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2024, the Company had a working capital of $22,992,711 including cash of $9,107,418 and restricted cash of $2,102,238 as compared to working capital including cash, cash equivalents and short-term investments of $20,501,089 as at June 30, 2024. Subsequent to quarter end, on February 14, 2025, the Company closed a market public offering, offering of 31,798,761 units at a price of $0.34 per unit for gross proceeds of $10,811,579 (the "Offering").

Management cautions that the Company's ability to raise further funding is not certain. Additional funds will be required in order to pursue the Company's current exploration, mine development and mill expansion plans. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activities. Management believes it will be able to raise equity capital as required in the long term, but recognizes there will be risks involved that may be beyond their control.

CRITICAL ACCOUNTING ESTIMATES

The Company's accounting policies are described in Notes 2 and 3 of its condensed consolidated financial statements for the period ended December 31, 2024. The preparation of the condensed consolidated interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates. Management considers the following estimates to be the most critical in understanding the judgments and estimates that are involved in the preparation of the Company's consolidated financial statements and the uncertainties that could impact the results of operations, financial condition and cash flows:

Functional currency

The functional currency of each of the subsidiaries and the Company were assessed to determine the economic substance of the currency in which each entity performed its operations. The functional currency of the Company is the Canadian dollar. The functional currencies of the Company's subsidiaries have been assessed and incorporate the Canadian dollar, Fijian dollar and Australian dollar as detailed in Note 2 of the condensed consolidated financial statements for the period ended December 31, 2024.

Impairment of non-current assets

The carrying value and recoverability of exploration and evaluation assets, mineral properties and property and equipment requires management to make certain estimates, judgments and assumptions about its project. Management considers the economics of the project, including the latest resource prices and the long-term forecasts, and the overall economic viability of the project.

Income taxes

The determination of income tax is inherently complex and requires making certain estimates and assumptions about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits,

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

reassessments, jurisprudence and any new legislation may result in an increase or decrease in the Company's provision for income taxes.

Share-based payments

Share-based payments are subject to estimation of the value of the award at the date of grant using pricing models such as the Black-Scholes option valuation model. The option valuation model requires the input of highly subjective assumptions including the expected share price volatility. Where such valuations are applied, such as the time of a stock option grant or issuance of shares from trust, management provides detailed valuation assumptions.

Inventory

Stockpiled mineralized materials, work-in-process inventory, and finished goods are measured at the lower of weighted average cost or net realizable value ("NRV"). The assumptions used in the valuation of work-in process inventory include estimates of the amount of gold and silver in the mill circuits and assumptions of the gold and silver prices expected to be realized when the metals are recovered. If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-process inventory, which would reduce the Company's earnings. The Company allocates mining costs between capital mine development activities and operating activities on a monthly basis, by using capital and operating meters advanced and ore tonnes and waste tonnes mined ore as a basis to allocate.

PROPOSED TRANSACTIONS

Other than as disclosed elsewhere in this document, the Company does not have any proposed transactions.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Financial instruments of the Company comprise of cash, cash equivalents, short term investment, receivables, deposits, accounts payable and accrued liabilities, lease liability, loan facility and accrued interest. The carrying values of these financial instruments do not materially differ from their fair values due to their ability for prompt liquidation or their short terms to maturity. The fair value of long-term liabilities are initially recorded at fair value and subsequently carried at amortized cost using rates comparable to market interest rates.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash, cash equivalents, short-term investments and receivables. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash, cash equivalents, short-term investments with high-credit quality financial institutions. Receivables mainly consist of Goods and Services Tax ("GST") receivable from the Government of Canada, GST receivable from the Government of Australia, and Value Added Tax ("VAT") receivable from the Government of Fiji. The Company has not had issues with respect to collectability of these amounts and believes that the credit risk concentration with respect to receivables is minimal.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company will raise funds for future use from equity financings and other methods as contemplated by management to satisfy its capital requirements and will continue to depend heavily upon these financing activities. All of the Company's current financial liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. As at December 31, 2024, the Company had a working capital of $22,992,711.

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. The Company does not have a practice of trading derivatives.

a) Interest rate risk

The Company has cash balances, investment-grade short-term deposit certificates issued by its banking institution and long-term debt under the loan facility. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Advances under the loan facility will bear interest at the 3 month SOFR +8% for Tranche 1 and +10% for Tranche 2/3. The Company manages this risk by monitoring fluctuations in SOFR and in the event 3-month SOFR is in excess of 5%, the Company has the option to pay that portion of the interest attributable to Term SOFR that exceeds 5% by issuing shares of the Company subject to the approval of the TSX-V.

LION ONE METALS
24

Management's Discussion and Analysis
December 31, 2024

b) Foreign currency risk

The Company's revenue is generated in US dollars and has Fijian mine operations expenditures that are conducted in Fijian dollars, US dollars, Canadian dollars and Australian dollars. A portion of the Company's financial assets (liabilities) and other assets are denominated in US dollars and Australian dollars. As such, the Company is exposed to foreign currency risk in fluctuations. The Company manages this risk by entering into short term forward exchange contracts with durations of one to two months on an intermittent basis to minimize foreign exchange fluctuations.

c) Price risk

The Company is exposed to price risk with respect to commodity and equity prices. The Company closely monitors commodity prices to determine the appropriate strategic action to be taken by the Company. The Company manages this risk by entering into short term gold forward contracts with durations of one to two months on an intermittent basis to minimize gold price fluctuations.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2024, the Company had no material off balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

RELATED PARTY TRANSACTIONS

The condensed consolidated financial statements include the financial statements of Lion One Metals Limited and its 100% owned subsidiaries American Eagle Resources Inc. (Canada), Laimes International Inc. (BVI), Auksas Inc. (BVI), Lion One Limited (Fiji), Lion One Australia Pty Ltd. (Australia) and Piche Resources Pty Ltd. (Australia).

Key management personnel comprise of the: Chief Executive Officer, Managing Director, Chief Financial Officer, Chief Operating Officer, Senior Vice President Exploration and Vice President, Corporate Secretary of the Company, members of the Board of Directors and related companies. The remuneration of the key management personnel is as follows for the period ended December 31:

	2024	2023
Payments to key management personnel:
Cash compensation expensed to management fees, professional fees, investor relations, directors' fees and consulting fees	$ 383,000	$ 466,500
Cash compensation capitalized to mineral property, plant and equipment and exploration and evaluation assets	237,149	287,260
Share-based payments	167,169	395,175

During the period ended December 31, 2024, the Company paid $90,000 (2023 - $90,000) in rent to Cabrera Capital Corp. ("Cabrera"), a company controlled by Walter Berukoff, the CEO and director of the Company. As at December 31, 2024, the Company had a lease liability of $427,635 (June 30, 2024 – $472,234) due to Cabrera equal to the present value of office space lease payments over the term of the lease. As at December 31, 2024, the Company has a payable of $143,448 (June 30, 2024 – $127,737)

The Company had a management and corporate services agreement with Cabrera pursuant to which Cabrera provides a fully furnished and equipped business premises as well as management and administration services to the Company. With the exception of rent expense, Cabrera charges the Company on a cost-recovery basis. On April 1, 2023, the Cabrera management and corporate services agreement was renewed for an additional 5-year term.

During the period ended December 31, 2024, the Company paid $101,704 (2023 - $93,609) in rent to Lions Den (Fiji) Pte Limited, a company controlled by Walter Berukoff, the CEO and director of the Company, for short-term and long-term accommodations including utilities in Fiji, and as of December 31, 2024, has a receivable of $27,242 (June 30, 2024 – receivable $12,229).

During the period ended December 31, 2024, the Company paid $419,796 (2023 - $19,104) in royalty to Laimes Global, Inc, a company controlled by Walter Berukoff, the CEO and director of the Company. As at December 31, 2024, the Company has a payable of $182,179 (June 30, 2024 - $91,173).

During the period ended December 31, 2024, the Company paid professional fees of $17,345 (2023 - $21,174) to a management services company owned by David McArthur, a director of the Company's subsidiary, Lion One Australia Pty Ltd. As at December 31, 2024, the Company had a payable of $892 (June 30, 2024 - $7,670).

LION ONE
METALS

Management's Discussion and Analysis
December 31, 2024

During the period ended December 31, 2024, the Company paid professional fees of $40,000 (2023 - $120,000) to Richard Meli, a director of the Company, for consulting services.

RISK FACTORS

Prior to making an investment decision, investors should consider the investment risks set out in the Annual Information Form ("AIF"), located on SEDAR at www.sedar.com, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out in the AIF to be the most significant to potential investors in the Company, but are not all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors are currently unaware, or which they consider not to be material in relation to the Company's business, actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company's securities could decline and investors may lose all or part of their investment.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures ("DC&P")

The Company has established disclosure controls and procedures to ensure that information disclosed in this MD&A and the related consolidated financial statements was properly recorded, processed, summarized and reported to the Company's Board and Audit Committee. The Company's certifying officers conducted or caused to be conducted under their supervision an evaluation of the disclosure controls and procedures as required under Canadian Securities Administration regulations, as at June 30, 2024. Based on the evaluation, the Company's certifying officers concluded that the disclosure controls and procedures were effective to provide a reasonable level of assurance that information required to be disclosed by the Company in its annual filings and other reports that it files or submits under Canadian securities legislation is recorded, processed, summarized and reported within the time period specified and that such information is accumulated and communicated to the Company's management, including the certifying officers, as appropriate to allow for timely decisions regarding required disclosure.

It should be noted that while the Company's certifying officers believe that the Company's disclosure controls and procedures provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Control over Financial Reporting ("ICFR")

The Company's certifying officers acknowledge that they are responsible for designing internal controls over financial reporting, or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Limitations of Controls and Procedures

The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

NON-IFRS PERFORMANCE MEASURES

The Company provides some non-IFRS measures as supplementary information that management believes may be useful to investors to explain the Company's financial results.

Please refer to Note 12 and 13 of the interim condensed consolidated financial statements for the quarter ended December 31, 2024. Below is our cost of sales (net of silver revenue) per gold oz sold non-IFRS reconciliation:

A summary of cost of sales for the six-month period ended December 31:

Cost of sales (net of silver revenue)	2024	2023
Production costs	$ 17,071,205	$ 2,469,500
Depreciation	2,951,728	-
Refining and transportation costs	75,853	10,548
Royalties	563,024	19,104
	$ 20,661,810	$ 2,499,152
Inventory NRV adjustment	-	3,138,676
Total cost of sales	$ 20,661,810	$ 5,637,828
Less: silver revenue	(80,888)	(1,613)
Total cost of sales (net silver revenue)	$ 20,580,922	$ 5,636,215
Less: inventory NRV adjustment	-	(3,138,676)
Total cost of sales (net silver revenue and inventory NRV adjustment)	$ 20,580,922	$ 2,497,539
Gold oz sold	7,870	479
Total cost of sales per gold oz sold (net silver revenue and inventory NRV adjustment)	$ 2,615	$ 5,214

"Cash operating cost per ounce produced" and "total cost of sales per gold ounce sold" are common financial performance measures in the gold mining industry but with no standard meaning under IFRS. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure, along with sales, is considered to be a key indicator of a Company's ability to generate earnings and cash flow from its mining operations.

Cash cost figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North-America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Total cash cost per ounce sold represents mining operations expenses plus depreciation cost, royalties and selling expenses divided by ounces sold.

OUTSTANDING SHARE DATA

As at December 31, 2024 and March 1, 2025, the balance of common shares, stock options, warrants and compensation units were issued and outstanding as follows:

| | Balance
December 31, 2024 | Balance
March 1, 2025 |
| --- | --- | --- |
| Common Shares | 265,955,620 | 297,754,381 |
| Warrants | 94,317,466 | 126,116,227 |
| Stock Options | 13,314,999 | 13,181,666 |
| Compensation Options | 6,241,771 | 8,242,146 |

LION ONE METALS

Management's Discussion and Analysis
December 31, 2024

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Forward-looking statements include but are not limited to the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

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 risks and uncertainties include, among others, the actual results of current exploration activities, conclusions or economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes, impact of the COVID-19 pandemic on operations or other risks of the mining industry, delays in obtaining government approvals or financing or incompleteness of development or construction activities, risks relating to the integration of acquisitions, to international operations, and to the prices of gold and other metals.

While the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

ADDITIONAL INFORMATION

Additional information regarding the Company can be found at www.sedar.com and the Company's website www.liononemetals.com.

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28

Management's Discussion and Analysis
December 31, 2024

SCHEDULE “A”

LION ONE METALS LIMITED

TENEMENT LISTING

TENEMENT DESCRIPTION	TENEMENT NUMBERS (1)	PERCENTAGE INTEREST	CHANGES IN THE PERIOD
FIJI
TUVATU GOLD PROJECT, VITI LEVU
Tuvatu	SML 62	100%
Tuvatu	SPL 1283	100%
Yavuna	SPL 1296	100%
Nagado	SPL 1465	100%
Navilawa	SPL 1512	100%	In December 2024, renewal application was approved for 5-year period ending in October 2029

(1) Tenured ground held in Fiji is held under Special Prospecting Licenses (SPL's) and a Special Mining License (SML).

LION ONE
METALS

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Lion One Metals — Management Reports 2025

44666_rns_2025-03-03_ec115c2f-4baf-4e15-8c15-06b47a438a7c.pdf

LION ONE METALS LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED DECEMBER 31, 2024

INTRODUCTION

OBJECTIVES

HIGHLIGHTS AND SIGNIFICANT SUBSEQUENT EVENTS

Financial Highlights

Underground Mine Development

Pilot Plant Mill Operations

December 2024 Quarter Exploration Summary:

Highlights of New Drill Results:

New Appointments

Equity Raise

BACKGROUND AND CORE BUSINESS

Underground Mine Development

Surface Improvement for 300TPD Pilot Plant

Surface Development for Flotation and 600TPD to 700TPD Plant Upgrade

NI 43-101 Technical Report

EXPLORATION PROGRAM

Zone 5 Drilling

Highlights of New Drill Results:

SKL Lodes

West Zone Drilling

Zone 2 Drilling

Roscoelite Zone

Roscoelite Targeting

EXPLORATION AND EVALUATION ASSETS

Selected Quarterly Results

Financial Highlights

Results of Operations for the six months ended December 31, 2024 compared to 2023

Results of Operations for the three months ended December 31, 2024, compared to 2023

Cash flows for the six months ended December 31, 2024 compared to 2023

Financial Position

LIQUIDITY AND CAPITAL RESOURCES

CRITICAL ACCOUNTING ESTIMATES

Functional currency

Impairment of non-current assets

Income taxes

Share-based payments

Inventory

PROPOSED TRANSACTIONS

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Credit risk

Liquidity risk

Market risk

a) Interest rate risk

RISK FACTORS

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures ("DC&P")

Control over Financial Reporting ("ICFR")

Limitations of Controls and Procedures

NON-IFRS PERFORMANCE MEASURES

OUTSTANDING SHARE DATA

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

ADDITIONAL INFORMATION

SCHEDULE “A”

LION ONE METALS LIMITED

TENEMENT LISTING

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Lion One Metals Management Reports 2025