Magna Mining Inc.

Management Discussion and Analysis
For the year ended December 31, 2024

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

INTRODUCTION

This management discussion and analysis of financial condition and results of operations (“MD&A”) focuses upon the activities, results of operations, liquidity and capital resources of Magna Mining Inc. (the “Company” or “Magna”) for the year ended December 31, 2024. In order to better understand this MD&A, it should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the related notes thereon (the “financial statements”). The Company’s financial statements are prepared in accordance with IFRS Accounting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”). This MD&A is current to April 9, 2025, and expressed in Canadian dollars unless otherwise stated.

FORWARD LOOKING STATEMENTS

Information set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein, such as statements about the size and timing of future exploration on, and the development of, the Company’s properties, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration, development, and production; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the volatility of the Company’s common share price and volume and other reports and filings with the TSX Venture Exchange (“TSXV”) and applicable Canadian securities regulators. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date such statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Investors are cautioned against attributing undue certainty to forward-looking statements.

This MD&A has been prepared in accordance with the requirements of National Instrument 51-102 “Continuous Disclosure Obligations.”

The technical information in this document has been reviewed and approved by David King, MSc, P.Geo., the Company’s Senior Vice President, Exploration and Geoscience. Mr. King is a qualified person under Canadian National Instrument 43-101. Mr. King is not independent by virtue of his position as an officer of the Company.

OVERVIEW

Description of Business

Magna Mining Inc. and its subsidiaries are engaged in the acquisition, exploration, development and mining of natural resources. Its assets consist of the Shakespeare Nickel Project and the Crean Hill Ni-Cu-PGE Project, and subsequent to December 31, 2024, the Company acquired the producing McCreedy West copper mine, the past-producing Levack, Podolsky, and Kirkwood mines and other exploration properties from KGHM International Ltd. All of Magna’s assets are located near Sudbury, Ontario, Canada.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

HIGHLIGHTS DURING AND SUBSEQUENT TO THE YEAR ENDED DECEMBER 31, 2024

Corporate

On February 28, 2025, subsequent to the yearend, the Company completed the acquisition of a portfolio of base metal assets located in the Sudbury basin. The Company acquired the producing McCreedy West copper mine, the past-producing Levack, Podolsky, and Kirkwood mines, and other exploration properties from KGHM International Ltd. ("KGHM"). The purchase price included a cash payment of $5,300,000, a deferred cash payment of $2,000,000 to be paid on December 31, 2026, issued 1,180,705 common shares of the Company with a value of $2,000,000, plus future contingent payments of up to $24,000,000. Additionally, the Company will assume reclamation liabilities of approximately $9,900,000. Additional details on the agreement are provided below under the section entitled "Acquisition of KGHM Sudbury Basin Operations and Exploration Assets."
In connection with the acquisition of the KGHM assets, on February 28, 2025, subsequent to the yearend, the Company entered into a letter of credit facility with Fédération des caisses Desjardins du Québec ("Desjardins"), under which the Company can obtain letters of credit for up to $12,000,000.
On March 5, 2025, subsequent to the yearend, the Company announced the closing of an upsized previously announced private placement of (i) unsecured convertible debentures of the Company for aggregate gross proceeds of $23,487,660 and (ii) an aggregate of 6,451,620 common shares of the Company for gross proceeds of $10,000,011. Additional details on the private placement are provided below under "Subsequent Events."
On December 18, 2024, the Company announced that it had entered into a definitive asset purchase agreement with NorthX Nickel Corp. to acquire a portfolio of base metal assets in the Sudbury basin.
On November 4, 2024, the Company closed a previously announced private placement, issuing 20,809,480 common shares for gross proceeds of $21,849,954.
On October 7, 2024, the Company announced the appointment of Scott Gilbert as the Company's Chief Financial Officer, replacing Anne-Marie Finney.
On October 9, 2024, the Company announced that its Crean Hill and Shakespeare mines had received conditional approval from Natural Resources Canada for funding of up to $1,600,000 from the Critical Mineral Infrastructure Fund. The funding will support pre-construction activities to help advance clean energy and transportation infrastructure at both projects. Specifically, the fund will contribute towards advancing a six-kilometre ("km") transmission line and a 30km forest access road for the Shakespeare Mine and for studies, engagement activities, regulatory approvals and permit applications for the connection of the Crean Hill project to the power grid.

Exploration

KGHM Assets

On March 3, 2025, subsequent to the yearend, the Company announced that it had initiated surface diamond drilling at the recently acquired Levack Mine. The Company also announced that drilling completed by KGHM in 2024 at the McCreedy West Mine had intersected up to 14.3% Cu, 3.5% Ni, 6.0 g/t Pt+Pd+Au over 9.6 metres ("m") in drillhole FNX33223.
On March 31, 2025, subsequent to the yearend, the Company announced results from recent drilling at the McCreedy West mine and the adjacent Levack mine. Drilling at McCreedy West was focused on the 700 Footwall Cu-PGE zone resource expansion and definition in support of mid-term production planning. Results included 4.4% Cu, 0.6% Ni, 13.8 g/t Pt + Pd + Au over 18.0 m, including 8.2% Cu, 0.8% Ni, 7.5 g/t Pt + Pd + Au over 7.3 m in drillhole FNX33323. At Levack, results included 12.2% Cu, 0.5% Ni, 2.8 g/t Pt + Pd + Au over 3.4m in drillhole MLV-25-01.

Crean Hill Project

On February 20, 2024, the Company announced initial drilling results from the 2024 exploration program at Crean Hill, targeting the near-surface advanced exploration area of the 109 FW Zone. Highlights from the assay results include 0.3% Ni, 2.0% Cu, 8.6 g/t Pt + Pd + Au over 14.0 m in drillhole MCR-24-060 and 0.6% Ni, 1.0% Cu, 9.5 g/t Pt + Pd + Au over 14.7 m in drillhole MCR-234-061, both in the 109 FW Zone.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

On March 27, 2024, the Company announced the signing of a definitive off-take agreement with Vale Base Metals' wholly-owned subsidiary, Vale Canada, for the advanced exploration portion of the Crean Hill Project.
On April 3, 2024, the Company announced additional drilling results from the 2024 exploration program at Crean Hill. Highlights from the assay results included 3.2% Ni, 11.3% Cu, 10.6 g/t Pt + Pd + Au over 4.4 m in drillhole MCR-24-068, and 2.5% Ni, 9.6% Cu, 17.4 g/t Pt + Pd + Au over 6.8 m in drillhole MCR-24-070, both in the 109 FW Zone.
On May 8, 2024, the Company announced additional drilling results from the 2024 exploration program at Crean Hill. Highlights from the assay results include 0.9% Ni, 2.9% Cu, 9.5 g/t Pt + Pd + Au over 6.3 m in drillhole MCR-24-029 and 0.7% Ni, 0.8% Cu, 6.8 g/t Pt + Pd + Au over 7.0 m in drillhole MCR-24-031, both in the 109 FW Zone.
On June 25, 2024, the Company announced additional drilling results from the 2024 exploration program at Crean Hill. Highlights from the assay results included 0.2% Ni, 0.2% Cu, 18.2 g/t Pt + Pd + Au over 15.0 m in drillhole MCR-24-077 from the 109 FW Zone, and 0.4% Ni, 0.5% Cu, 34.3 g/t Pt + Pd + Au over 4.1 m in drillhole MCB-24-037 from the 109 FW Zone surface sample.
On July 8, 2024, the Company announced additional drilling results from the 2024 exploration program at Crean Hill. Highlights from the assay results included 0.7% Ni, 5.0% Cu, 12.8 g/t Pt + Pd + Au over 15.2 m in drillhole MCR-24-087 from the 109 FW Zone.
On September 5, 2024, the Company announced it had completed the bulk sampling program on the 109 FW Zone at the Crean Hill Project. Three 8-metre-high benches were extracted with routine grab samples taken from each truckload that was hauled to the stockpile. A total of 20,524 dry tonnes of feed was processed over five days at Glencore's Sudbury Integrated Nickel Operations' Strathcona Mill and contained the following grades: 0.33% Ni, 0.52% Cu, 0.01% Co, 2.03 g/t Pt, 1.46 g/t Pd and 0.97 g/t Au.
On September 17, 2024, the Company announced the results of its updated Preliminary Economic Assessment ("PEA") on its Crean Hill Project. The PEA resulted in a pre-tax NPV (8%) of $265.3 million and an internal rate of return of 142% over a 13-year mine life. Additional details are provided below in the section entitled "Crean Hill Project Updated Preliminary Economic Assessment."

Shakespeare Project

On November 4, 2024, the Company announced that the initial drillhole on the Southwest (SW) Copper zone had intersected 1.4% Cu over 32.4 m, including 2.3% Cu over 13.9 m, beginning at 64.6 m downhole. The SW Copper zone along with the Stumpy Bay zone, are located within a portion of the Shakespeare property held under a joint venture with Glencore on a structural trend approximately one to two km southwest of the Shakespeare Mine.

ACQUISITION OF KGHM'S SUDBURY BASIN OPERATIONS AND EXPLORATION ASSETS

On February 28, 2025, subsequent to the yearend, the Company announced it had completed the acquisition of a portfolio of base metal assets located in the Sudbury Basin from KGHM (the "Transaction"). The Company acquired the producing McCreedy West copper mine, the past-producing Levack mine, Podolsky mine, and Kirkwood mine, as well as the Falconbridge Footwall (81.41%), Northwest Foy (81.41%), North Range, and Rand exploration assets (together, the "Sale Assets").

The Transaction was structured as a share purchase transaction whereby the Company acquired all of the outstanding shares of Project Nikolas Company Inc. ("PNCI") from KGHM. The purchase price is comprised of:

$5,300,000 in cash, paid at closing;
1,180,705 common shares of the Company at a deemed value of $1.69 per share for a value of $2,000,000;
A deferred cash payment of $2,000,000, payable on December 31, 2026; and
Contingent payments on the satisfaction of certain future milestones totalling up to $24,000,000, with differing amounts payable upon the commencement of commercial production at the Levack, Podolsky, Kirkwood, Falconbridge Footwall, Northwest Foy, North Range and Rand properties.

The Company will also assume certain liabilities of PNCI, including approximately $9,900,000 of reclamation liabilities.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

In addition, KGHM will retain a 4.0% net smelter return ("NSR") royalty on new discoveries on certain exploration properties that are part of the Sale Assets. Magna has the right to buy back 3% of these royalties (for a remaining 1% NSR royalty residual) at any time for various cash considerations.

In connection with the Transaction, on February 28, 2025, subsequent to the yearend, the Company entered into a letter of credit facility (the "LC Facility") with Desjardins, under which the Company can obtain letters of credit having an aggregate maximum face amount of $12,000,000. The Company's obligations under the LC Facility are secured against all present and future personal property of the Company in accordance with the terms of an omnibus general security agreement between the Company and Desjardins.

The Sale Assets include (see Figure 1):

McCreedy West Mine: currently an operating mine which had 2023 production of 317,660 tonnes at grades of 1.59% copper, 0.23% nickel, 0.01% cobalt, 1.03 g/t platinum, 1.34 g/t palladium, 0.41 g/t gold and 14.05 g/t silver.
Levack Mine: on care and maintenance since 2019 with current activities underground to maintain the ramp, shaft and pumping infrastructure. Shaft access extends to the 2650 Level, and ramp access to the 5400 Level. Near-surface high-grade nickel and copper zones are to be evaluated for mine restart.
Podolsky Mine: on care and maintenance since 2013 with both ramp access from surface and shaft access to the 2450 Level. Near-surface mining potential in the copper-rich North Zone as well as potential to develop the Nickel Ramp deposit.
An extensive exploration property portfolio in the Sudbury Basin: includes the past-producing Kirkwood Mine and the Falconbridge Footwall, Northwest Foy, North Range and Rand exploration properties.

Additional details on the Transaction and the Sale Assets are provided in the Company's news releases dated February 28, 2024 and September 12, 2024, which are available on the Company's website at www.magnamining.com or under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Figure 1: Location of Sale Assets, Magna Mining's Existing Properties, and Key Sudbury Infrastructure

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

CREAN HILL PROJECT UPDATED PRELIMINARY ECONOMIC ASSESSMENT ("PEA")

On September 17, 2024, the Company announced the completion of an Updated Preliminary Economic Assessment by SGS Geological Services on its 100% owned Crean Hill Nickel Project located in Sudbury, Ontario, Canada.

The updated PEA includes an underground mining-only operation (versus open pit and underground mining in the July 2023 PEA), with the mineable resource being sold to an existing third-party mill in Sudbury. Underground mining would be initiated with a 15-month Advanced Exploration ("AdEx") program followed by a 12-month pre-production ramp-up period and 13 years of commercial production. Initial mining will be done with ramp access via a new surface portal with the eventual rehabilitation and re-establishment of the historic #2 shaft for personnel access and hoisting as mining progresses deeper.

Financial Analysis

The Crean Hill PEA uses metal prices of US$8.50/lb nickel, US$4.00/lb copper, US$13.00/lb cobalt, US$900/oz platinum, US$1,000/oz Palladium, US$2,150/oz gold, and a 1.35 C$/US$ exchange rate. The Base Case generates a pre-tax NPV (8%) of $265.3 million and an Internal Rate of Return ("IRR") of 142%. The after-tax NPV (8%) is $194.1 million, with an IRR of 129%.

A summary of the PEA results is as follows:

	Units	Total
Total resource mined	tonnes	10,688,606
Mine life	years	13
Average production rate	tpd	2,193
Operating cost	$/tonne	$158
Advanced exploration bulk sample*	$M	$32.1
Pre-production capital	$M	$27.7
Sustaining capital	$M	$212.8
Ni in resource sold	M lbs	195.5
Cu in resource sold	M lbs	169.5
Co in resource sold	M lbs	6.8
Pt in resource sold	k oz	313
Pd in resource sold	k oz	359
Au in resource sold	k oz	117
Average NSR	$/tonne	$240
Average annual pre-tax cash flow	$M	$40.5
Payback period (overall)	years	1.5
Pre-tax NPV (8%)	$M	$265.3
Pre-tax IRR	%	142%
After-tax NPV (8%)	$M	$194.1
After-tax IRR	%	129%

*Note: Advance exploration bulk sample revenue and expense are not included in PEA economics.

Qualified Persons

The following Qualified Persons ("QPs") oversaw the completion of the work in preparation of the PEA, are responsible for the contents, and are Independent Qualified Persons in accordance with the guidelines of the Canadian Securities Administrators' NI 43-101:

Geology and Mineral Resource Estimates - Mr. Allan Armitage, Ph.D., P.Geo., of SGS Geological Services.
Underground Mining and Financial Analysis - Mr. Henri Gouin, P.Eng., of SGS Geological Services.
Underground Mining, Financial Analysis, Permitting and Environmental - Mr. William van Breugel, P.Eng, B.A.Sc. Geological Engineering, Associate Engineer of SGS Geological Services.
Processing and Recovery - Mr. Dominic Fragomeni, P.Eng., of Frago-Met Solution Ltd.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

MINERAL RESOURCE ESTIMATES ("MRE")

Crean Hill Project Underground Mineral Resource Estimate, April 15, 2024

Classification	Cut-off Grade	Tonnes	Cu (%)	Ni (%)	Co (%)	Pt (g/t)	Pd (g/t)	Au (g/t)	NiEq (%)
Indicated	1.1% NiEq	18,444,000	0.87	1.01	0.035	0.98	1.12	0.37	1.96
Inferred	1.1% NiEq	989,000	0.53	0.70	0.026	0.98	1.66	0.29	1.56

Crean Hill Property Mineral Resource Estimate Notes:

The effective date of the Crean Hill Property Mineral Resource Estimate ("MRE") is April 15, 2024. This is the close out date for the final mineral resource models and mine out models (as-builts).
Allan Armitage, Ph.D., P. Geo. of SGS Geological Services is an independent Qualified Person as defined by NI 43-101 and is responsible for the current Crean Hill MRE. Mr. Armitage conducted multiple site visits to the Crean Hill Property including on May 25-26, 2022, July 25, 2023, July 2, 2024 and July 25, 2024.
The classification of the current MRE into Indicated and Inferred mineral resources is consistent with the current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves.
All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add due to rounding.
The mineral resource is presented undiluted and in situ, constrained by 3D grade control resource models, and are considered to have reasonable prospects for eventual economic extraction. The mineral resource is exclusive of mined out material.
Mineral resources which are not mineral reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that most Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
The Crean Hill mineral resource estimate is based on a validated drill hole database, which includes data from 4,646 surface and underground diamond drill holes completed between 1951 and March 2024. The drilling totals 739,448 m. The resource database totals 103,952 assay intervals, representing 290,253 m of data.
The mineral resource estimate is based on a three-dimensional ("3D") resource model of the main mineralization and a broader dilution envelope. 3D models of mined out areas were used to exclude mined out material from the current MRE.
Grades for Ni, Cu, Co, Pt, Pd, Ag and Au are estimated for each mineralization domain using ~2.0 m capped composites assigned to that domain. To generate grade within the blocks, the inverse distance squared ("ID2") interpolation method was used for all domains.
Specific gravity values were assigned to each block based on a regression formula defined by a database of 32,592 samples. SG=(0.2057xNi%+2.88).
Based on the size, shape, and orientation of the Crean Hill Deposit, it is envisioned that the deposits may be mined using both bulk and selective mining methods, including Longhole Stoping.
The MRE is reported at a base case cut-off grade of 1.10% NiEq. The mineral resource grade blocks are quantified above the base case cut-off grade and within the constraining mineralized wireframes (considered mineable shapes).
The underground cut-off grade of 1.10% NiEq considers metal prices of $8.50/lb Ni, $3.75/lb Cu, $17.00/lb Co, $950/oz Pt, $1,100/oz Pd and $1,950/oz Au, metal recoveries of 78% for Ni, 95.5% for Cu, 56% for Co, 69.2% for Pt, 68% for Pd and 67.7% for Au (Ag is not considered), a mining cost of US$80.00/t rock and processing, treatment and refining, transportation and G&A cost of US$42.50/t mineralized material.
The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Shakespeare Deposit MRE

Qualified Person

The Shakespeare Project’s 2021 Mineral Resource Estimate was prepared by Allan Armitage, Ph.D., P.Geo., of SGS Geological Services, an independent Qualified Person, in accordance with the guidelines of the Canadian Securities Administrators’ NI 43-101, with an effective date of June 1, 2021.

Classification	Mining Method	Cut-off Grade	Tonnes	Cu (%)	Ni (%)	Co (%)	Pt (g/t)	Pd (g/t)	Au (g/t)
Indicated	Open Pit	0.2% NiEq	16,508,000	0.36	0.34	0.02	0.33	0.36	0.19
Indicated	Underground	0.4% NiEq	3,832,000	0.36	0.31	0.02	0.30	0.32	0.19
Inferred	Underground	0.4% NiEq	2,355,000	0.40	0.33	0.02	0.34	0.37	0.20

Shakespeare Property Mineral Resource Estimate Notes:

Mineral Resources are exclusive of material mined.
Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. Composites have been capped where appropriate.
Open pit Mineral Resources are reported at a base case cut-off grade of 0.2% NiEq within a conceptual pit shell.
Underground (below-pit) Mineral Resources are estimated from the bottom of the pit and are reported at a base case cut-off grade of 0.4% NiEq. The underground Mineral Resource grade blocks were quantified above the base case cut-off grade, below the constraining pit shell and within the constraining mineralized wireframes. At this base case cut-off grade the deposit shows excellent deposit continuity.
Based on the size, shape, and orientation of the deposit, it is envisioned that the underground mineralization may be mined using the longitudinal longhole retreat mining method (a branch of the generic mining method known as sublevel stoping).
A fixed specific gravity value of 3.00 was used to estimate the resource tonnage from block model volumes; an SG of 2.85 for waste.
NiEq Cut-off grades are based on metal prices of $7.50/lb Ni, $3.25/lb Cu, $21.00/lb Co, $1,000/oz Pt, $2,000/oz Pd and $1,600/oz Au, and metal recoveries of 75% for Ni, 96% for Cu, 56% for Co, 73% for Pt, 39% for Pd and 36% for Au.
The results from the pit optimization are used solely for the purpose of testing the “reasonable prospects for economic extraction” by an open pit and do not represent an attempt to estimate mineral reserves. The results are used as a guide to assist in the preparation of a Mineral Resource statement and to select an appropriate resource reporting cut-off grade.
The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. There is no certainty that all or any part of the Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Combined MRE

As of December 31, 2024, the total combined MRE for the Company when combining the Crean Hill and Shakespeare deposits is:

Indicated resources
Location	Mining	Cut-off Grade	Tonnes	Cu %	Ni %	Co %	Pt g/t	Pd g/t	Au g/t
Shakespeare	Open pit	0.2% NiEq	16,508,000	0.36	0.34	0.02	0.33	0.36	0.19
		Sub-Total	16,508,000	0.36	0.34	0.02	0.33	0.36	0.19
Shakespeare	Underground	0.4% NiEq	3,832,000	0.36	0.31	0.02	0.30	0.32	0.19
Crean Hill	Underground	1.1% NiEq	18,444,000	0.87	1.01	0.035	0.98	1.12	0.37
	Sub-Total	22,276,000	0.78	0.89	0.03	0.86	0.98	0.34
		Total	38,784,000	0.60	0.66	0.03	0.64	0.72	0.28
Inferred resources
---	---	---	---	---	---	---	---	---	---
Location	Mining	Cut-off Grade	Tonnes	Cu %	Ni %	Co%	Pt g/t	Pd g/t	Au g/t
Shakespeare	Underground	0.4% NiEq	2,355,000	0.40	0.33	0.02	0.34	0.37	0.20
Crean Hill	Underground	1.1% NiEq	989,000	0.53	0.7	0.026	0.98	1.66	0.29
		Total	989,000	0.53	0.7	0.026	0.98	1.66	0.29

MINERAL PROPERTIES AND EXPLORATION AND EVALUATION ASSETS

As of December 31, 2024, the Company's primary exploration and evaluation assets were comprised of the past producing Crean Hill and Shakespeare projects.

On February 28, 2025, subsequent to the yearend, the Company announced it had completed the acquisition of a portfolio of base metal assets located in the Sudbury Basin from KGHM. The Company acquired the producing McCreedy West copper mine, the past-producing Levack mine, Podolsky mine, and Kirkwood mine, as well as the Falconbridge Football (81.41%), Northwest Foy (81.41%), North Range, and Rand exploration assets.

In December 2024, the Company entered into a definitive asset purchase agreement with NorthX Nickel Corp. to acquire a portfolio of base metal assets located in the Sudbury basin. The transaction is expected to close in the first half of 2025.

The Company also holds interests in other exploration and evaluation assets.

The Company's properties are located near Sudbury, Ontario, Canada.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee their titles. Property title may be subject to unregistered prior agreements or transfers and may be affected by undetected defects.

The Company is required to make a $24,000 per year advance royalty payment in order to maintain certain property agreements in good standing, as outlined below. The Company is also required to make statutory license and property tax expenditures each year to maintain its properties in good standing.

Crean Hill Project

The Crean Hill Project is located in Denison Township within Greater Sudbury, Ontario, Canada, approximately 30 km southwest of downtown Sudbury. The Crean Hill property is an area of patented surface and mining rights,

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

consisting of approximately 255.9 hectares (“ha”), located within the southern half of Lots 3, 4, and 5 and parts of the northern half of Lots 3, 4, and 5 of Concession 5, Denison Township, District of Sudbury. The area is more particularly described as parts 1 to 16, inclusive, on registered plan 53R – 21031, filed with the Land Titles Division of Sudbury. The Patents do not have an expiry date but are subject to an annual rent of $4/ha plus municipal taxes. The Crean Hill Project was acquired as part of the Company’s November 2022 acquisition of Lonmin Canada Inc.

Shakespeare Project

The Shakespeare Project is currently comprised of 29 patented claims, three leased claims, and 787 mining claims within Dunlop, Porter, Shakespeare, Hyman, and Baldwin Townships and covers an area of 18,074.94 ha. Magna currently has a 100% interest in most of the Shakespeare Project, with 83.9% ownership of a joint venture on certain claims, leases, and patents surrounding the Shakespeare Mine.

In 2010, under previous ownership, the Shakespeare Mine declared commercial production. Subsequently, it suspended production, and the mine remains on care and maintenance.

In April of 2024, the Company acquired the remaining 50% ownership of certain claims that had previously been 50% owned, resulting in a 100% interest in those claims.

Spanish River

Following the November 2023 payment of $30,000 in cash and the issuance of 40,625 common shares of Magna with a fair value of $17,469, Magna acquired a 100% interest in seven claim units located in Baldwin Township, Ontario. Between November 2020 and November 2023, the Company paid an aggregate of $75,000 in cash, issued 162,500 common shares of the Company, and completed exploration expenditures totalling $100,000 to complete the option earn-in on the property. The optionor retained a 1.5% NSR royalty, of which Magna can repurchase 50% (0.75%) for $1,000,000 at any time.

Shining Tree Nickel Project

Magna has a 100% interest in a nickel-copper deposit located near Shining Tree, Ontario. The Shining Tree Nickel Project is located in Fawcett Township, 110 km north of Sudbury, Ontario, and consists of certain claims covering an area of approximately 647.5 ha.

STOCK OPTIONS

On December 20, 2024, the Company granted 1,614,200 stock options to certain officers, directors, employees, and consultants. The stock options have a term of five years and an exercise price of $1.41 per common share. Half of the stock options vest a year after the grant date, and the remaining half vest two years after the grant date.

On October 17, 2024, the Company granted 250,000 stock options to certain officers. The stock options have a term of five years, one-third vested immediately and one-third vest annually thereafter, and have an exercise price of $1.17 per common share.

On September 19, 2024, the Company granted 1,031,900 stock options to certain officers, directors, employees, and consultants, of which 731,900 stock options vested immediately. The vesting schedule for the remaining 300,000 stock options consists of one-third that vested immediately and one-third vesting annually thereafter. The stock options have a term of five years and an exercise price of $1.15 per common share.

During 2023, the Company granted 3,621,800 stock options to certain officers, directors, employees, and consultants. The stock options have a term of five years and an average exercise price of $0.50 per common share. The vesting schedule for 2,706,000 stock options consists of one-third that vested immediately and one-third vesting annually thereafter. The remaining 915,800 stock options vested immediately.

During the year ended December 31, 2024, a total of 903,300 common shares were issued upon the exercise of options for proceeds of $457,652. A total of $353,471 was reallocated from reserves to share capital in connection with the exercise of the options.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

During the year ended December 31, 2023, a total of 2,572,187 shares were issued upon the exercise of options for proceeds of $618,862. A total of $456,199 was reallocated from reserves to share capital in connection with the exercise of the options.

RESTRICTED SHARE UNITS

The Company has established a restricted share unit (“RSU”) plan, which grants RSUs to directors, senior officers, employees, and consultants of the Company and its subsidiaries. The RSU plan is intended to provide an incentive to eligible persons to acquire a proprietary interest in the Company, to continue their participation in the affairs and to increase their efforts on its behalf. The RSU plan is administered by the Board of the Company. The RSU plan is a “fixed” RSU plan, whereby the maximum number of common shares that may be reserved for issue and which can be issued upon the settlement of all RSUs granted is approved by the Company’s shareholders. Currently, the maximum number of common shares the Company can issue under the RSU plan, as ratified at its annual and special meeting of shareholders held in June 2024, is 3,000,000.

On December 20, 2024, the Company granted certain officers 559,500 RSUs with a fair value of $788,895. The RSUs will fully vest at the end of three years from the grant date.

On November 2, 2023, the Company granted certain directors, officers, and employees 961,000 RSUs with a fair value of $418,035. The RSUs will fully vest on the date three years from the grant date.

On May 1, 2023, the Company granted an officer 25,000 RSUs with a fair value of $21,000. The RSUs will fully vest at the end of three years from the grant date.

During the year ended December 31, 2024, the Company issued 229,400 common shares and paid cash of $261,740 (for the settlement of the recipients’ payroll withholding tax obligations) on the settlement of 457,000 RSUs.

No RSUs were settled during the year ended December 31, 2023.

The aggregate number of common shares reserved for issuance under the stock option plan and RSU plan may not exceed 10% of the issued and outstanding common shares on the grant date, and the aggregate number of common shares currently reserved for issuance under the RSU plan may not exceed 3,000,000.

OUTLOOK

Subsequent to December 31, 2024, the Company completed the acquisition of the KGHM Sale Assets, entered into the LC Facility with Desjardins, and completed a private placement for gross proceeds of $33,487,671. The acquisition of the KGHM Sale Assets, which includes the producing McCreedy Mine, has transformed Magna from an exploration and development company into a revenue-generating base metal producer.

With the completion of the March 5, 2025 private placement and expected operating cash flows from the McCreedy Mine, the Company expects to undertake the following activities during 2025:

Continue exploration drilling at the 700 FW Cu-PGE zone at the McCreedy Mine.
Advance the Crean Hill project, as outlined in the September 17, 2024 PEA.
Initiate exploration drilling from surface at the past-producing Levack Mine in support of the Company’s Levack Mine restart plan.
Assess the near-surface mining potential in the copper-rich North Zone at the past-producing Podolsky Mine.
Evaluate the extensive exploration property portfolio acquired with the KGHM Sale Assets.
Continue regional exploration near the past producing and permitted Shakespeare Mine.
Complete the acquisition of the portfolio of base metal assets from NorthX Nickel Corp.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

SUBSEQUENT EVENTS

Acquisition of mining operations and exploration assets

On February 28, 2025, the Company closed the previously announced acquisition of a portfolio of base metal assets located in the Sudbury Basin from a subsidiary of KGHM (the "Transaction"). The Company acquired the producing McCreedy West copper mine, the past-producing Levack, Podolsky, and Kirkwood mines, as well as the Falconbridge Football (81.41%), Northwest Foy (81.41%), North Range, and Rand exploration assets.

The Transaction was structured as a share purchase transaction whereby the Company acquired all of the outstanding shares of PNCI from KGHM. The purchase price was comprised of:

$5,300,000 in cash paid on closing;
1,180,705 common shares with a value of $2,000,000 issued on February 28, 2025;
a deferred payment of $2,000,000 in cash payable on December 31, 2026; and
contingent payments on the satisfaction of certain future milestones totalling up to $24,000,000.

The Company will also assume certain liabilities of PNCI, including approximately $9,900,000 of reclamation liabilities.

In addition, KGHM will retain a 4% NSR royalty on new discoveries on certain exploration properties that are part of the Sale Assets. The Company has the right to buy back 3% of these royalties (for a remaining 1% NSR royalty) at any time for various cash considerations.

The Company has determined that the Transaction represents a business combination and will report the financial statement impact of the acquisition, including the allocation of the purchase price based on the fair values of identifiable assets acquired and liabilities assumed as at the acquisition date, in its interim financial statements for the first quarter ending March 31, 2025.

Additional details on the agreement are provided under the section entitled "Acquisition of KGHM Sudbury Basin Operations and Exploration Assets."

Private Placement

On March 5, 2025, the Company closed a private placement financing for aggregate gross proceeds of $33,487,671, consisting of:

i. unsecured convertible debentures of the Company with a principal amount of $23,967,000, issued in ordinary multiples of $1,000, less an original issue discount of 2% of the principal amount, bringing the gross proceeds of the convertible debenture offering to $23,487,660; and
ii. 6,451,620 common shares of the Company at a price of $1.55 per common share for gross proceeds of $10,000,011.

The principal amount of the convertible debentures bears interest at a fixed rate of 10% per annum, payable in cash quarterly in arrears and matures March 5, 2029 (the "Maturity Date").

The principal amount of each convertible debenture is convertible, at the election of the holder, into common shares at a conversion price of $2.00 per common share at any time until the earlier of (i) the business day preceding the Maturity Date and (ii) the date of repayment in full of the principal amount of the convertible debentures and all accrued and unpaid interest thereon.

If at any time following the two-year anniversary of the closing date of the convertible debenture offering, the daily volume weighted average trading price of the common shares on the TSXV equals or exceeds 150% of the $2.00 conversion price for 20 consecutive trading days, the Company shall have the right to elect, at any time during the three trading days after such trading period, to have all of the principal amount outstanding under the convertible debentures converted into common shares at the conversion price.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

Options Exercised

Subsequent to December 31, 2024, a total of 25,000 common shares were issued upon the exercise of options for proceeds of $12,500.

Warrants Exercised

Subsequent to December 31, 2024, the Company issued 961,853 common shares upon the exercise of warrants for proceeds of $599,199.

SELECTED ANNUAL FINANCIAL INFORMATION

The following table summarizes selected financial data reported by the Company for the years ended December 31, 2024, 2023, and 2022. The information set forth should be read in conjunction with the consolidated audited financial statements, prepared in accordance with IFRS Accounting Standards, and the related notes thereon.

Expenditures in 2024 and 2023 have increased over prior years based on management's plans and successful financings to support those plans.

	Years ended December 31,
	(Note 1)	2024	2023
Exploration and evaluation	$ 10,116,892	$ 7,646,763	$ 3,261,717
Property maintenance	$ 161,901	$ 504,178	$ 228,486
General and administrative	$ 5,038,372	$ 2,110,059	$ 1,133,742
Share-based compensation	$ 1,840,375	$ 1,458,031	$ 741,790
Depreciation	$ 83,099	$ 62,081	$ 32,443
Net loss and comprehensive loss	$ 16,267,727	$ 9,721,879	$ 5,416,336
Loss per share - basic and fully diluted	$ 0.10	$ 0.06	$ 0.06
Total assets	$ 39,570,798	$ 30,281,215	$ 25,072,706
Total liabilities	$ 4,527,283	$ 5,432,465	$ 5,073,623
Shareholders' equity	$ 35,043,515	$ 24,848,750	$ 19,999,083

Note:
(1) During the year ended December 31, 2024, the Company changed its accounting policy to capitalize rather than expense the acquisition costs of exploration and evaluation assets, resulting in changes to prior period results, which are discussed below under the section entitled "Change in Accounting Policy" and in Note 3 of the audited consolidated financial statements for the years ended December 31, 2024 and 2023.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

SUMMARY OF QUARTERLY RESULTS

The following summary information is taken from the Company's quarterly and annual financial reports covering the last eight reporting quarters. Exploration and evaluation expenses have had a gradual trend upwards over the period, based on increased exploration activity due to increased funding. General and administrative expenses have gradually increased, mainly due to additional hiring in 2023 and 2024. Share-based compensation has had a gradual trend upwards over the period due to increases in options and restricted share units issued.

	December 31,		June 30,	March 31,
	2024	2024	2024	2024
(Note 1)
Exploration and evaluation	$ 2,213,205	$ 2,469,211	$ 2,752,147	$ 2,682,329
Property maintenance	$ 18,528	$ 2,357	$ 69,539	$ 71,477
General and administrative	$ 2,128,538	$ 1,076,026	$ 958,568	$ 875,240
Share-based compensation	$ 578,200	$ 816,236	$ 219,435	$ 226,504
Depreciation	$ 11,782	$ 25,276	$ 25,153	$ 20,888
Net loss and comprehensive loss	$ 4,717,178	$ 4,498,153	$ 3,947,420	$ 3,104,976
Basic and diluted loss per share	$ 0.03	$ 0.03	$ 0.02	$ 0.02
Total assets	$ 39,570,798	$ 25,202,189	$ 24,509,454	$ 9,826,026
Total liabilities	$ 4,527,283	$ 6,671,106	$ 5,464,713	$ 5,369,705
Total Shareholders' equity	$ 35,043,515	$ 18,531,083	$ 19,044,741	$ 4,456,321
Weighted average shares outstanding	186,593,315	169,378,856	163,533,837	163,379,860
	December 31,		June 30,	March 31,
---	---	---	---	---
	2023	2023	2023	2023
(Note 1)
Exploration and evaluation	$ 1,142,530	$ 2,835,058	$ 1,932,943	$ 1,736,232
Property maintenance	$ 179,977	$ 141,830	$ 98,437	$ 83,934
General and administrative	$ 604,132	$ 640,142	$ 440,299	$ 425,486
Share-based compensation	$ 690,220	$ 358,967	$ 225,998	$ 182,846
Depreciation	$ 19,428	$ 15,800	$ 14,025	$ 12,828
Net loss and comprehensive loss	$ 2,476,929	$ 3,060,688	$ 2,067,751	$ 2,116,511
Basic and diluted loss per share	$ 0.02	$ 0.02	$ 0.01	$ 0.01
Total assets	$ 30,281,215	$ 34,953,554	$ 37,648,487	$ 40,928,330
Total liabilities	$ 5,432,465	$ 8,591,930	$ 9,031,641	$ 10,588,564
Total Shareholders' equity	$ 24,848,750	$ 26,361,624	$ 28,616,846	$ 30,339,766
Weighted average shares outstanding	163,201,426	161,705,989	161,519,774	157,392,394

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

Three months ended December 31, 2024 and 2023

During the three months ended December 31, 2024, the Company reported a net loss and comprehensive loss of $4,717,178, an increase of $2,240,250 compared to the loss of $2,476,928 during the year ended December 31, 2023. The primary contributors were the following:

Exploration and evaluation expenses in the three months ended December 31, 2024 increased by $968,894 compared to the same period in the previous year due to higher levels of exploration activity at Crean Hill.
General and administrative expenses in the three months ended December 31, 2024 increased by $1,524,406 compared to the same period in the previous year, mainly due to additional hiring that occurred through 2023 and 2024.
Professional fees during the quarter increased by $521,365 versus the comparable quarter due to increased legal expenses, largely related to the KGHM transaction, and increased accounting, audit, and tax preparation expenses.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Interest income decreased during the quarter by $102,725 versus the comparable quarter in 2023 due to lower average cash balances in the fourth quarter of 2024.
Marketing and promotion expenses increased by $40,500 over the comparable quarter in 2023 due to increased marketing activity at the corporate level.

The above factors were partially offset by:

Property maintenance expenses during the quarter decreased by $161,449 versus the comparative quarter in 2023 due to reduced expenditures on road maintenance and property maintenance-related wages.
Share-based compensation expense in the three months ended December 31, 2024, decreased by $112,020 when compared to the same period in the previous year due to the high initial expense related to stock options issued in November of 2023.
Flow-through premium income increased by $539,680 in the three months ended December 31, 2024, compared to the comparable quarter in the prior year due to increased flow-through eligible exploration activity.
Interest expense decreased during the current quarter by $41,542 when compared to the comparable period in the previous year, with interest expense recorded on the deferred acquisition cost of Lonmin Canada Inc. recorded in 2023 exceeding the interest expense accrued in 2024 related to Part XII.6 tax on unspent flow-through proceeds renounced under the Lookback Rule in 2023 in accordance with flow-through regulations as outlined in the Income Tax Act (Canada).
A foreign exchange gain of $49,481 was recognized during the three months ended December 31, 2024, compared to a gain of $10,089 in the same period in the previous year due to fluctuations in exchange rates that impact accrued liabilities in foreign currencies.

Years ended December 31, 2024 and 2023

During the year ended December 31, 2024, the Company reported a net loss and comprehensive loss of $16,267,727, an increase from the loss of $9,721,879 for the year ended December 31, 2023. The primary contributors were the following:

Exploration and evaluation expenses in the year ended December 31, 2024 were $10,116,892, an increase of $2,470,129 from the prior year, resulting from increased exploration activity at Crean Hill, where the Company completed a bulk sampling program and increased regional exploration activities and increased expenditures at the Shakespeare Mine. During 2024, the Company recorded provisional revenue of $1,374,139 on the sale of metals mined during the Crean Hill bulk sample program completed in September 2024. The revenue has been recorded as an offset against exploration and evaluation expenses.
General and administrative expenses during the year ended December 31, 2024 increased by $2,928,313 compared to the previous year, mainly due to additional hiring that occurred through 2023 and 2024.
Professional fees during the year increased by $1,323,557 versus the prior year due to increased legal expenses, largely related to the KGHM transaction and accounting, audit, and tax preparation expenses.
Interest income decreased during 2024 by $455,352 compared with the prior year due to lower average cash balances in 2024.
Share-based compensation expenses during 2024 increased by $382,344 compared to the previous year due to increased expenses related to stock options issued during the second half of 2023 and 2024, as well as RSUs issued in November 2023 and December 2024.
Marketing and promotion expenses increased by $85,705 over the previous year due to increased marketing activity at the corporate level.
Depreciation expense increased by $21,018, with the addition of assets in 2024 and 2023.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

The above factors were partially offset by:

Flow-through premium income increased by $552,172 during the year ended December 31, 2024, compared to the prior year due to increased flow-through eligible exploration activity.
Interest expense decreased by $184,636 in 2024 when compared to 2023, with interest expense recorded on the deferred acquisition cost of Lonmin Canada Inc. in 2023 exceeding the interest expense accrued in 2024 related to the Part XII.6 tax on unspent flow-through proceeds.
Property maintenance expenses during 2024 decreased by $342,277 versus the prior year due to reduced expenditures on road maintenance and property maintenance-related wages.
Gains on foreign exchange of $37,405 were recognized in 2024, compared to a gain of $4,807 in 2023 due to fluctuations in exchange rates that impact accrued liabilities in foreign currencies.

General and administrative expenses

A breakdown of the material components of the Company’s General and Administrative expenses for the years ended December 31, 2024 and 2023 is as follows:

	December 31, 2024	Year ended December 31, 2023
General office and administrative	$ 1,055,906	$ 378,220
Management compensation	3,493,645	1,447,270
Investor relations	488,821	284,569
	$ 5,038,372	$ 2,110,059

Increases to management compensation are mainly related to additional hiring and increases to salaries that occurred in the year ended December 31, 2024, while increases to general office and administrative expenses are also largely related to increased payroll and personnel costs.

Exploration and evaluation expenditures

During the years ended December 31, 2024 and 2023, Magna was engaged principally in the exploration of resource properties. The Company expenses all direct and indirect costs pertaining to the exploration and evaluation of mineral properties in the period they are incurred. These direct exploration and evaluation expenditures include such costs as materials used, surveying costs, drilling costs, and payments made to contractors.

Exploration expenditures at the Shakespeare Mine during the year ended December 31, 2024 were primarily related to geology. Regional exploration and evaluation expenditures at the Crean Hill Project during the year ended December 31, 2024 were primarily related to diamond drilling, geophysics and technical studies, and a bulk sampling program at the Crean Hill Project that was completed in September 2024. Partially offsetting exploration and evaluation expenditures was the recognition of expected proceeds on the sale of metals mined during the Crean Hill bulk sampling program. The mined ore was delivered to Vale Canada’s mill for processing, with the proceeds expected in the second quarter of 2025.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

The Company performed the following work on its properties during the years ended December 31, 2024 and 2023:

	Three months ended December 31,			Year ended December 31, 2023
	2024	2023	2024
Crean Hill Project
Assays	$ 132,645	$ 36,276	$ 420,472	$ 661,327
Drilling	396,750	542,183	4,397,748	3,174,567
Engineering	9,060	12,455	136,696	12,455
Exploration support	1,018,489	9,069	2,552,092	160,787
Geology	260,058	134,473	642,642	329,549
Geology software	21,170	-	82,808	-
Geophysics	138,922	34,505	439,567	216,246
Technical studies	43,218	63,619	271,792	879,089
Claim maintenance	-	-	13,817	-
Environmental studies	38,037	-	185,083	-
Government grants	(500,000)	-	(500,000)	-
Bulk sample revenue (1)	(95,918)	-	(1,374,139)	-
	$ 1,462,431	$ 832,580	$ 7,268,578	$ 5,434,020
Shakespeare Mine
Assays	$ -	$ 31,745	$ 3,974	$ 95,769
Drilling	-	-	3,934	-
Claim maintenance	9,829	2,551	59,460	6,587
Exploration support	49,581	10,176	137,987	24,431
Engineering	-	3,730	-	3,730
Geology	52,793	60,026	457,358	464,358
Geology software	9,059	-	47,051	-
Geophysics	-	-	10,253	-
Technical studies	-	20,190	-	109,201
Environmental studies	32,516	-	50,519	-
Government grants	-	2,170	-	(103,951)
	$ 153,778	$ 126,248	$ 770,536	$ 600,125
Regional exploration
Advanced royalty	$ -	$ -	$ 24,000	$ 24,000
Exploration support	3,133	4,618	30,022	42,180
Drilling	366,626	9,449	1,137,757	988,851
Environmental studies	36,869	-	36,869	-
Claim maintenance	-	2,862	9,837	11,502
Geology	-	36,219	18,440	99,031
Assays	40,376	-	159,596	-
Technical studies	-	29,017	-	29,017
Geophysics	186,211	257,867	640,207	417,147
	$ 596,996	$ 285,373	$ 2,050,386	$ 1,611,728
Spanish River
Claim maintenance	$ -	$ -	$ 792	$ 780
	$ -	$ -	$ 792	$ 780
Shining Tree
Geology	$ -	$ 110	$ -	$ 110
Geophysics	-	-	26,600	-
	$ -	$ 110	$ 26,600	$ 110
Exploration and evaluation expenses	$ 2,213,205	$ 1,244,311	$ 10,116,892	$ 7,646,763

Note (1): Provisional revenue recorded on the sale of metal recovered from the bulk sampling completed at the Crean Hill Project has been recorded as an offset against exploration and evaluation expenditures.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Year ended December 31, 2024

As at December 31, 2024, the Company reported net working capital of $17,373,471 (December 31, 2023 – $7,345,851). The increase in working capital was mainly the result of cash received from the November 2024 private placement offering and the exercise of warrants and stock options, partially offset by cash used on exploration and evaluation expenses and general and administrative expenses.

Cash used in operating activities during the year ended December 31, 2024 was $17,809,323 (year ended December 31, 2023 - $10,535,734). The main use of cash in the year ended December 31, 2024 and 2023 was for exploration and evaluation activities and general and administrative costs, and the increase in cash used in operating activities between the periods was mainly due to increased expenditures in these two areas.

Cash provided by financing activities during the year ended December 31, 2024, was $24,640,896 (year ended December 31, 2023 - $15,372,919). On November 4, 2024, the Company completed a private placement of 20,809,480 common shares at a price of $1.05 per common share for gross proceeds of $21,849,954. The Company paid $1,516,620 in share issue costs, which included legal fees, agent expenses, exchange fees, and a cash payment for agent fees of $1,290,968. Cash was also provided in 2024 by the exercise of 9,588,204 warrants and 903,300 stock options, partially offset by the payment of leases and deferred financing costs.

In 2023, cash was provided by financing activities through the issuance of common shares on the completion of a private placement and the exercise of both warrants and options, partially offset by lease payments, the repayment of a term loan and the payment of $3,000,000 in deferred acquisition costs. The deferred acquisition costs related to the 2022 acquisition of Lonmin Canada Inc. and its Crean Hill Mine.

Cash used in investing activities during the year ended December 31, 2024 was $186,545 (year ended December 31, 2023 - $122,023). During the year ended December 31, 2024, the Company posted an additional $168,248 in cash as collateral for a letter of credit provided as financial assurance related to reclamation liabilities. Additionally, cash was used for investing activities during the years ended December 31, 2024 and 2023 on equipment purchases.

Financing activities

Financing activities during and subsequent to the year ended December 31, 2024 were as follows:

On November 4, 2024, the Company completed a private placement of 20,809,480 common shares at a price of $1.05 per common share for gross proceeds of $21,849,954. The Company paid $1,516,620 in share issue costs, which included legal fees, agent expenses, exchange fees, and a cash payment for agent fees of $1,290,968.

In connection with the Transaction, on February 28, 2025, subsequent to the yearend, the Company entered into an LC Facility with Desjardins, under which the Company can obtain letters of credit having an aggregate maximum face amount of $12,000,000. The Company's obligations under the LC Facility are secured against all present and future personal property of the Company in accordance with the terms of an omnibus general security agreement between the Company and Desjardins.

On March 5, 2025, subsequent to the yearend, the Company closed a private placement financing for aggregate gross proceeds of $33,487,671, consisting of:

The principal amount of the convertible debentures bears interest at a fixed rate of 10.0% per annum, payable in cash quarterly in arrears and matures March 5, 2029 (the "Maturity Date").

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Financing activities during the year ended December 31, 2023 were as follows:

On January 25, 2023, the Company completed a private placement of (i) 8,236,914 flow-through common shares at a price of $1.815 per share for gross proceeds of $14,949,999, and (ii) 2,681,872 common shares at a price of $1.10 per common share for gross proceeds of $2,950,059. In addition, the Company also sold an additional 45,400 common shares at a price of $1.10 per common share for gross proceeds of $49,940 on a non-brokered private placement basis.

The Company paid $284,096 in legal fees, exchange fees, agents' expenses and other items related to the financing. The Company also incurred agents' fees of $1,017,000 and issued 603,305 agents' warrants with a fair value of $327,433. Each agents' warrant entitles the holder thereof to one common share of the Company at a price of $1.10 per common share until the close of business 24 months from the issue date.

During the year ended December 31, 2023, 2,572,187 shares were issued upon options exercised for proceeds of $618,862. A total of $456,199 was reallocated from reserves to share capital in connection with options exercised.

During the year ended December 31, 2023, 2,890,532 shares were issued upon warrants exercised for proceeds of $1,165,704. A total of $75,170 was reallocated from reserves to share capital in connection with warrants exercised.

Going concern

The exploration for and the development and operation of mineral properties are subject to factors that are beyond the Company's control. See "Risks and Uncertainties".

As of December 31, 2024, the Company had not generated any revenue from commercial mining operations and was considered to be in the exploration stage. Subsequent to December 31, 2024, as part of the KGHM Transaction, the Company acquired the revenue-producing McCreedy West mine. Additionally, subsequent to December 31, 2024, the Company closed a private placement financing for aggregate gross proceeds of $33,487,671. As a result, the Company expects to rely on the cash flow from operations from the McCreedy West Mine and the proceeds from the financing. However, the Company may need to obtain additional funding from loans or equity financings by the Company's existing shareholders and/or new shareholders or through other arrangements to continue its mining operations and exploration and development activities. There is no assurance that the Company will be successful in this regard if additional funding is required. Actual funding requirements may vary from those planned due to a number of factors. Management believes it will be able to raise funding as required in the long term but recognizes there will be risks involved that may be beyond its control.

Dividends

The Company has neither declared nor paid any dividends on its common shares to date. The Company does not anticipate paying any dividends on its common shares in the foreseeable future.

Contractual commitments

Exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its materially in compliance with all applicable laws and regulations. Management believes the Company has made appropriate expenditures to comply with such laws and regulations.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

As described above under the section entitled “Acquisition of KGHM Sudbury Basin Operations and Exploration Assets,” on February 28, 2025, the Company finalized the purchase of a portfolio of base metal assets in the Sudbury basin. In addition to a cash payment of $5,300,000 and the issuance of $2,000,000 in the Company’s common shares on closing, the Company must also make a cash payment of $2,000,000 on December 31, 2026, and possible future payments up to $24,000,000 on the satisfaction of certain milestones. The Company has also assumed reclamation liabilities of approximately $9,900,000 related to the KGHM Sale Assets.

In connection with the acquisition of the KGHM Sale Assets, on February 28, 2025, subsequent to the yearend, the Company entered into a letter of credit facility with Desjardins, under which the Company can obtain letters of credit for up to $12,000,000. The Company’s obligations under the letter of credit facility are secured against all the Company’s assets.

In connection with financings completed by the issuance of flow-through shares, the Company provides subscribers with an indemnification for any tax liability that may arise if the Company is found to have not incurred the qualifying exploration expenditures in accordance with the flow-through subscription agreements. The Company has completed the required exploration expenditures related to the flow-through shares issued as part of the January 25, 2023 private placement financing, bringing the spending obligation as of December 31, 2024 to $nil (December 31, 2023 - $8,248,368). The Company is also subject to a Part XII.6 tax on flow-through proceeds renounced under the Lookback Rule, in accordance with flow-through regulations as outlined in the Income Tax Act (Canada). As of December 31, 2024, the Company had accrued $167,701 as a financial expense related to the Part XII.6 tax.

On November 7, 2022, the Company completed the acquisition of Lonmin Canada Inc. (“Loncan”), which included the Denison Project and the past producing Crean Hill Ni-Cu-PGE mine, pursuant to a share purchase agreement dated August 15, 2022 (the “Share Purchase Agreement”). Under the terms of the Share Purchase Agreement, Magna acquired 100% of the issued and outstanding shares of Loncan in exchange for an aggregate purchase price of $16,000,000, comprised of a closing payment of $13,000,000 in cash, which was paid on closing, and a deferred payment of $3,000,000 (the “Deferred Acquisition Cost”). The Deferred Acquisition Cost was payable on or before the twelve-month anniversary of the closing of the acquisition. As ongoing security pending the settlement of the Deferred Acquisition Cost, the Company granted a pledge of the shares of Loncan in favour of the vendors.

The Deferred Acquisition Cost was discounted over the twelve-month deferral period, and a liability was recorded on the statement of financial position of $2,584,483 as of the acquisition date. During the year ended December 31, 2023, the Company recorded interest expense of $354,625 related to the accretion of the Deferred Acquisition Cost, which was included in the statement of operations and comprehensive loss.

The Company settled the Deferred Acquisition Cost by making a cash payment of $3,000,000 in November 2023, and the pledge against the shares of Loncan was released. As at December 31, 2024 and 2023, the carrying value of the Deferred Acquisition Cost was $nil.

The Company is required to make certain option payments totalling $24,000 per annum in order to maintain its property agreements in good standing. These payments are not considered to be commitments as the applicable agreements may be terminated by the Company at short notice without penalty.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

TRANSACTIONS WITH RELATED PARTIES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

During the years ended December 31, 2024 and 2023, the Company entered into various transactions with related parties. The transactions are measured at the exchange amounts, which are the amounts of consideration established between the related parties.

Key management consists of the Company's directors, CEO, CFO, COO, and Senior Vice Presidents. The Company considers any member of key management to be a related party.

Compensation to related parties during the years ended December 31, 2024 and 2023 is summarized as follows:

	December 31, 2024	Year ended December 31, 2023
Salaries, consulting and management fees(1)	$ 2,798,523	$ 1,532,669
Share-based compensation(2)	1,386,246	1,239,606
Total remuneration	$ 4,184,769	$ 2,772,275

(1) Salaries, consulting and management fees represent CEO, CFO, COO, Senior Vice Presidents, and director compensation.

a. Derrick Weyrauch, former CFO and director, was a related party to the Company and is related to Weyrauch and Associates Inc. During the year ended December 31, 2023, the Company paid or accrued $42,500 to Weyrauch and Associates Inc. while Derrick Weyrauch was a related party to the Company. There was $nil outstanding at December 31, 2024 and 2023.

b. Jason Jessup, CEO and director, is a related party to the Company and is related to Mine Management Partners Ltd. During the year ended December 31, 2023, a total of $3,698 was paid or accrued to Mine Management Partners Ltd. while Jason Jessup was a related party to the Company. There was $nil outstanding at December 31, 2024 and 2023.

c. David King, Senior Vice President, Technical Services, is a related party to the Company and is related to King Geoscience. During the year ended September 30, 2024, $16,000 (year ended December 31, 2023 - $198,000) was paid or accrued to King Geoscience while David King was a related party to the Company. There was $nil outstanding at December 31, 2024 and 2023.

d. Shastri Ramnath, Director, is a related party to the Company and is related to Exiro Mineral Corp. During the year ended December 31, 2024, the Company paid or accrued $98,615 (year ended December 31, 2023 - $nil) to Exiro Mineral Corp., while Shastri Ramnath was a related party to the Company. There was $nil outstanding at December 31, 2024 and 2023.

(2) Share-based compensation represents stock option and RSU issuances to key management.

OUTSTANDING SHARE DATA

The Company has authorized capital of an unlimited number of common shares with no par value. The Company's capital structure as of the date hereof is:

Equity instrument	Number of shares
Common shares issued	203,529,414
Share purchase warrants	25,219,507
Stock options	10,737,900
Restricted share units	1,916,500
Convertible debentures	11,983,500
Fully diluted common shares	253,386,821

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

FINANCIAL INSTRUMENTS

Carrying value and fair value

The Company’s financial instruments are comprised of cash, restricted cash, accounts receivable, investments, and accounts payable and accrued liabilities.

Financial instruments recognized at fair value on the consolidated statements of financial position are classified in fair value hierarchy levels as follows:

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

Cash, restricted cash, other receivables, and investments are recorded in the consolidated financial statements at amortized cost. Trade receivables are recorded in the consolidated financial statements at FVTPL. Provisional pricing mechanisms embedded within the Company’s sales arrangements have the character of a commodity derivative and are carried at fair value as part of accounts receivable.

Accounts payable and accrued liabilities are classified as other financial liabilities and are recorded in the consolidated financial statements at amortized cost.

Fair value

The carrying values of cash, restricted cash, trade and other receivables, investments, accounts payable and accrued liabilities do not materially differ from their fair values given their short-term period to maturity.

Financial risk factors

The Company’s activities expose it to a variety of financial risks, including credit risk, liquidity risk, foreign exchange risk, interest rate risk, and risk related to provisionally priced revenues.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash, trade and other receivables, investments, and restricted cash. The carrying value of the Company’s financial assets recorded in the consolidated financial statements represents the Company’s maximum exposure to credit risk. The Company manages credit risk by placing cash with major Canadian financial institutions. The Company’s receivables mainly consist of sales tax receivable due from the Government of Canada. Management believes the credit risk is low.

Magna Mining Inc.

Management Discussion and Analysis

For the year ended December 31, 2024

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due.

As at December 31, 2024, the Company had the following contractual obligations with respect to financial instruments:

	<1 year	2 years	3-5 years	+5 years	Total
	$	$	$	$	$
Accounts payable and accrued liabilities	3,606,681	-	-	-	3,606,681
Lease liabilities	38,221	10,278	-	-	48,499
Asset retirement obligation	-	-	-	1,754,280	1,754,280
Total	3,644,902	10,278	-	1,754,280	5,409,460

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates in Canada and, therefore, currently has limited exposure to foreign exchange risk arising from transactions denominated in foreign currencies. Other than Canadian dollar balances, the Company holds balances in cash and royalties payable that are denominated in US dollars, as outlined below. Accordingly, the Company is subject to foreign exchange risk relating to such balances in connection with fluctuations against the Canadian dollar. The Company has no program in place for hedging foreign currency risk.

As at December 31, 2024 and 2023, the Company held the following foreign currency-denominated balances:

	December 31, 2024	December 31, 2023
Cash (US$)	$ 1,638,654	$ 2,068
Trade receivables (US$)	954,263	-
Accrued liabilities (US$)	(346,628)	(346,628)
	2,246,289	(344,560)
Foreign exchange rate	1.44	1.32
Equivalent in Canadian dollars	$ 3,234,656	$ (454,819)

Based on the balances held as at December 31, 2024, a 10% change in the Canadian dollar per US dollar exchange rate would have resulted in an increase or decrease in the net loss for the year then ended of approximately $323,500 (December 31, 2023: $45,500).

Interest rate risk

Interest rate risk is the risk that cash flows will fluctuate due to changes in market interest rates. While the Company’s financial assets are generally not exposed to significant interest rate risk because of their short-term nature, changes in interest rates will have a corresponding impact on interest income realized on such assets.

The Company did not have any interest-bearing liabilities outstanding as at December 31, 2024 and 2023.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Provisionally priced revenues

As a result of the provisional pricing terms in its sales contracts, the Company is exposed to commodity price risk until final pricing is determined. Provisional pricing mechanisms embedded within the sales contracts have the character of a commodity derivative and are carried at fair value as part of trade receivables. Therefore, expected cash receipts in subsequent periods will be adjusted for any changes to provisionally priced trade receivables outstanding at period end. Final pricing is usually four to six months after the date of shipment; therefore, changes in metal prices may have a material impact on the final cash receipt.

As at December 31, 2024, the Company had trade receivables related to provisionally priced metal sales of $1,374,139, net of milling and refining charges. A 10% decrease in the realized price would reduce the final cash receipt by $137,414.

Other price risks

Other price risks are the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company has limited exposure to other price risks.

CAPITAL MANAGEMENT

The Company’s objectives in managing its capital is to ensure that the Company is able to safeguard its ability to continue as a going concern, continue its operations, and has sufficient capital to be able to meet its strategic objectives, including the continued exploration and development of its existing mineral projects and the identification of additional projects.

The Company’s primary source of capital is derived from equity issuances. As at December 31, 2024, capital consisted of equity attributable to common shareholders of $71,284,941 (December 31, 2023 - $45,784,084).

The Company has no externally imposed capital requirements and manages its capital structure in accordance with its strategic objectives and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may issue new shares in the form of private placements and/or secondary public offerings.

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

New standards and interpretations

The following new amendments to IAS 1 Presentation of Financial Statements have been adopted since the release of the Company’s financial statements for the year ended December 31, 2023.

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1), which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:

Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period.”
Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability.
Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application was permitted. The adoption of this amendment did not have any impact on the Company’s financial statements.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Standards and amendments issued but not yet effective

Following are the new standards and amendments issued by the IASB which are applicable to the Company’s financial statements. The Company will assess the impact of the adoption of these standards and amendments on its financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which is intended to give investors more transparent and comparable information about companies’ financial performance, thereby enabling better investment decisions. IFRS 18 introduces new sets of requirements to improve companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies through

Improved comparability in the statement of profit or loss or income statement;
Enhanced transparency of management-defined performance measures; and
More useful grouping of information in the financial statements.

IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged.

IFRS 9 Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to the classification and measurement requirements in IFRS 9. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These include:

Clarifying the classification and assessment of contractual cash flows of financial assets with environmental, social and corporate governance (“ESG”).
Settlement of liabilities through electronic payment systems - the amendments clarify the date on which a financial asset or financial liability is derecognized. The IASB also decided to develop an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met.

With these amendments, the IASB has also introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features, for example, features tied to ESG-linked targets. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

Annual Improvements to IFRS Accounting Standards

In July 2024, the IASB issued narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its regular maintenance of the Standards. The amended Standards are:

IFRS 1 First-time Adoption of International Financial Reporting Standards;
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
IFRS 9 Financial Instruments;
IFRS 10 Consolidated Financial Statements; and
IAS 7 Statement of Cash Flows.

The amendments are effective for annual periods beginning on or after January 1, 2026, with earlier application permitted. Annual improvements are limited to changes that either clarify the wording in an IFRS Accounting Standard or correct relatively minor unintended consequences or oversights in the Accounting Standards. They also correct minor conflicts between the requirements of the Accounting Standards.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

CHANGE IN ACCOUNTING POLICY

During the year ended December 31, 2024, the Company changed its accounting policy to capitalize rather than expense the acquisition costs of exploration and evaluation assets. The capitalization of acquisition costs is a standard approach in the mineral exploration and development industry, and the Company believes this accounting policy change provides more reliable and relevant financial information. Under the new policy, exploration and evaluation expenditures incurred on the Company's exploration and evaluation assets will continue to be expensed until it has been established that a mineral property is commercially viable and the Company has made a mine development decision. Thereafter, the Company capitalizes expenditures subsequently incurred to develop the mine prior to the start of mining operations. The audited consolidated financial statements for the year ended December 31, 2023 reflect the capitalization of $17,513,957 in acquisition costs and include the following transactions:

i. the acquisition of Ursa Major Minerals Inc. on February 7, 2017, which included mineral exploration properties with a value of $774,046;
ii. the Spanish River option agreement the Company entered into on November 2, 2020, which included cash and share payments between 2020 and 2023 with an aggregate value of $135,578;
iii. the acquisition of Lonmin Canada Inc. on November 7, 2022, which included mineral exploration properties with a value of $16,514,635; and
iv. a change in the asset retirement obligation estimate on the Company's Shakespeare property for $89,698 in 2023, originally recorded as exploration and evaluation expense.

The consolidated statement of financial position as at December 31, 2023 has been restated to reflect adjustments made as a result of this change in accounting policy. The accumulated effect of the change of $17,376,790 has been reflected in the opening deficit of the consolidated financial statements as of January 1, 2023. This change in accounting policy resulted in a $137,167 reduction to the net loss and comprehensive loss for the year ended December 31, 2023, from $9,859,046 to $9,721,879, and a $47,469 reduction in the cash used in operating activities from $10,583,203 to $10,535,734, with an offsetting increase to cash used in investing activities for the same amount.

The following is a summary of the changes to the Company's consolidated statements of financial position as at December 31, 2023 and January 1, 2023:

	As at December 31, 2023
	As previously reported	Adjustment	Restated
Exploration and evaluation assets	$ -	$ 17,513,957	$ 17,513,957
Total assets	$ 12,767,258	$ 17,513,957	$ 30,281,215
Total liabilities	$ 5,432,465	$ -	$ 5,432,465
Deficit	$ (42,862,317)	$ 17,513,957	$ (25,348,360)
Total shareholders' equity	$ 7,334,793	$ 17,513,957	$ 24,848,750
	As at January 1, 2023
---	---	---	---
	As previously reported	Adjustment	Restated
Exploration and evaluation assets	$ -	$ 17,376,790	$ 17,376,790
Total assets	$ 7,695,916	$ 17,376,790	$ 25,072,706
Total liabilities	$ 5,073,623	$ -	$ 5,073,623
Deficit	$ (33,003,271)	$ 17,376,790	$ (15,626,481)
Total shareholders' equity	$ 2,622,293	$ 17,376,790	$ 19,999,083

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

CRITICAL ACCOUNTING ESTIMATES

In the preparation of the consolidated financial statements, management has made judgments, aside from those that involve estimates, in the process of applying the accounting policies. The judgments which may have an effect on the amounts recognized in the consolidated financial statements include the following:

the assessment of the going concern assumption;
the recognition of deferred tax assets;
The valuation of stock options issued;
The valuation of RSUs issued; and
The valuation of warrants issued.

RISKS AND UNCERTAINTIES

Production, Operating and Mineral Exploration Risks

Upon closing the KGHM Transaction, the newly acquired McCreedy West mine will account for all of Magna’s commercial production and is expected to continue to account for all of its commercial production in the near term. Any adverse conditions affecting mining, processing conditions, labour relations or supply chains could have a material adverse effect on its financial performance and results of operations.

Magna has developed estimates of future production for the McCreedy West mine, but Magna cannot give any assurance that it will achieve production estimates. The failure of Magna to achieve its production estimates could have a material and adverse effect on future cash flows, profitability, share price, results of operations, and financial condition. Production estimates are dependent on, among other things, the accuracy of Mineral Reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions, physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing.

Magna’s actual production may vary from its estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors such as the need for sequential development of orebodies and the processing of new or different ore grades from those planned; mine or equipment failures; industrial accidents; potential adverse impacts of any new widespread illness or disease which may develop; changes in power costs and potential power shortages or permitting challenges related to power; natural phenomena (including consequences of climate change) such as inclement weather conditions, floods, droughts, wildfires, rock slides and earthquakes; encountering unusual or unexpected geological conditions; shortages of principal supplies needed for operation, including fuels, explosives, water and equipment parts; labour shortages, strikes, civil disobedience and protests; and restrictions or regulations imposed by government agencies or regulatory bodies. Such occurrences could result in damage to mineral properties, interruptions or delays in production, injury or death to persons, damage to property of Magna or others, monetary losses, and legal liabilities, forcing Magna to cease production.

Operations in which Magna has a direct or indirect interest are subject to all of the risks normally incidental to the exploration for, and the development and operation of, mineral properties, any of which could result in damage to properties or production facilities, delays, work stoppages, monetary losses, environmental damage, damage to or destruction of equipment, personal injury or death and possible legal liability. Magna has implemented comprehensive safety and environmental measures designed to comply with or exceed government regulations and to ensure safe, reliable and efficient operations in all phases of its operations.

Magna maintains liability and property insurance, where reasonably available, in such amounts it considers prudent. While Magna believes its insurance coverage adequately addresses material risks to which it is exposed and is at a level customary for its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which Magna is exposed. In addition, no assurance can be given that such insurance will be adequate to cover Magna’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If Magna were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if such liability was incurred at a time when they are unable to obtain liability insurance, the business, results of operations and financial condition of Magna could be materially

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

adversely affected. Magna may become subject to liability for hazards against which it cannot insure or which it may elect not to insure against because of high premium costs or other reasons.

Some of Magna’s properties are in the exploration stage. Mineral exploration and exploitation involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to avoid. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities.

Substantial expenditures are required to establish mineral reserves and resources through drilling, to develop metallurgical processes to extract the metal from the material processed and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. There can be no assurance that commercial quantities of ore will be discovered. There is also no assurance that even if commercial quantities of ore are discovered, that the properties will be brought into commercial production or that the funds required to exploit mineral reserves and resources discovered by Magna will be obtained on a timely basis or at all. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of the above factors are beyond the control of Magna. There can be no assurance that Magna’s mineral exploration activities will be successful. In the event that such commercial viability is never attained, Magna may seek to transfer its property interests or otherwise realize value or may even be required to abandon its business and fail as a “going concern.”

Estimation of Mineralization, Resources and Reserves

There is a degree of uncertainty attributable to the calculation of mineralization, resources and reserves and corresponding grades being mined or dedicated to future production. Until reserves or mineralization are actually mined and processed, the quantity of mineralization and reserve grades must be considered estimates only. These estimates depend upon geological interpretation and statistical inference drawn from drilling and sampling analysis, which may prove unreliable. There can be no assurance such estimates will be accurate. In addition, the quantity of reserves and mineralization may vary depending on commodity prices. Any material changes in the quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of a mine. In addition, there can be no assurance that recoveries from laboratory tests will be duplicated in tests under on-site conditions or during production. The inclusion of mineral resource estimates should not be regarded as a representation that these amounts can be economically exploited, and no assurances can be given that such resource estimates will be converted into reserves. Different experts may provide different interpretations of resource estimates.

Commodity Prices

The price of the common shares and Magna’s profitability, financial results and exploration activities may in the future be significantly adversely affected by declines in the price of base and precious metals. Metal prices fluctuate on a daily basis and are affected by a number of factors beyond the control of Magna, including the U.S. dollar and other foreign currency exchange rates, central bank and financial institution lending and sales, producer hedging activities, global and regional supply and demand, production costs, confidence in the global monetary system, expectations of the future rate of inflation, local and foreign taxation and tariff regimes, the availability and attractiveness of alternative investment vehicles, interest rates, terrorism and war, and other global or regional political or economic events or conditions.

The price of base and precious metals has fluctuated widely in recent years, and future trends cannot be predicted with any degree of certainty. In addition to adversely affecting Magna’s financial condition and exploration and development activities, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project, as well as have an impact on the perceptions of investors with respect to metal equities, and therefore, the ability of Magna to raise capital. A sustained, significant decline in the price of base and precious metals could also cause the development and operation of any properties in which Magna may hold an interest from time to time to be impracticable. Future production from any of Magna’s properties, if any, will be dependent upon, among other things, the price of nickel, copper, cobalt, gold, and platinum group metals being adequate to make

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

these properties economic. There can be no assurance that the market price of base and precious metals will remain at current levels, that such prices will increase or that market prices will not fall.

Exploration Costs

Magna’s exploration costs are based on certain cost estimates and assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. No assurance can be given that the cost estimates and the underlying assumptions will be realized in practice, which may materially and adversely affect Magna’s viability.

Regulatory Risks

All of Magna’s activities take place within Canada. Magna’s current exploration, development and production operations are subject to, and any future activities at any of its properties, including those on care and maintenance, will be subject to, regulation by governmental authorities. Achievement of its business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and Magna’s ability to obtain and retain all necessary regulatory approvals for the operation of its mining exploration, development and production activities. While Magna believes that it will be able to maintain its existing approvals and obtain regulatory approvals in a time and cost-effective manner in the future, changes to regulatory requirements could result in delays and could have a material adverse effect on the business, results of operations and financial condition of Magna.

Change in Laws, Regulations and Guidelines

Magna’s operations are subject to a variety of laws, regulations and guidelines relating to exploration, development, production, management, maintenance, transportation, storage and disposal of mining materials or discharge, and laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. While, to the knowledge of Magna’s management, Magna is currently in compliance with all such laws, changes to such laws, regulations and guidelines may have a material adverse effect on the business, results of operations and financial condition of Magna.

Permits

Magna requires licenses and permits from various governmental authorities to carry out exploration, development, production and maintenance at its properties. Obtaining permits can be a complex and time-consuming process. There can be no assurance that Magna will be able to obtain the necessary licenses and permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict Magna from continuing or proceeding with existing or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities. In addition, the requirements applicable to sustain existing permits and licenses may change or become more stringent over time, and there is no assurance that Magna will have the resources or expertise to meet its obligations under such licenses and permits.

Title to Properties

Acquisition of rights to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although Magna has investigated the title to all of the properties for which it holds concessions or other mineral leases or licenses or in respect of which it has a right to earn an interest, Magna cannot give an assurance that title to such properties will not be challenged or impugned. Magna can never be completely certain that it, or its option partners, will have valid title to its mineral properties. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. Magna does not carry title insurance on its properties. A successful claim that Magna does not have title to a property could cause Magna to lose its rights to that property, perhaps without compensation for its prior expenditures relating to the property.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Aboriginal Title and Rights Claims

Magna operates in some areas presently or previously inhabited or used by Indigenous peoples. Various national and international laws, codes, resolutions, conventions, guidelines and other materials relate to the rights of Indigenous peoples. Many of these materials impose obligations on the government to respect the rights of Indigenous peoples. Some mandate that the government consult with Indigenous peoples regarding government actions which may affect them, including actions to approve or grant mining rights or permits. The obligations of the government and private parties under the various national and international materials pertaining to Indigenous peoples continue to evolve and be defined. Magna’s current and future operations are subject to the risk that one or more groups of Indigenous peoples may oppose the continued operation, further development or new development of those projects or operations in which Magna holds an interest. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against Magna’s activities. Opposition by Indigenous peoples to Magna’s activities may require modification of, or preclude operation or development of, Magna’s projects or may require Magna to enter into agreements with Indigenous peoples with respect to Magna’s projects. Such agreements may have a material adverse effect on Magna’s business, financial condition, results of operations and reputation.

On June 26, 2014, the Supreme Court of Canada issued a decision in the case Tsilhqot’in Nation v. British Columbia (the “Tsilhqot’in Decision”) that may affect Magna’s mineral properties. In the Tsilhqot’in Decision, the Court issued the first declaration of Aboriginal title in Canadian history. The Court confirmed that the Tsilhqot’in Nation held Aboriginal title to an area in northern British Columbia within their traditional territory. While Magna’s mineral properties are not located within the areas involved in the Tsilhqot’in Decision, the decision has legal precedent implications for all areas in Canada where Indigenous peoples claim Aboriginal title and may lead other communities or groups to pursue similar claims in the areas where Magna’s properties are located. While an Aboriginal title claim remains unsettled either by a treaty or court ruling, there is the potential for Aboriginal title to be established, along with the inherent rights associated with Aboriginal title, which includes the exclusive right to decide how the land is used and the right to benefit from those uses.

In areas where Indigenous peoples claim treaty or Aboriginal rights, including Aboriginal title, the Crown (federal and provincial governmental agencies) must act honourably in its dealings, which may affect treaty or Aboriginal rights, whether proven or asserted. When a Crown action, such as granting a permit, may adversely affect those rights, then the Crown has a duty to consult with the affected Indigenous group before deciding on the permit. The Crown must then consider the potential impacts on the interest being claimed and how any impact may be avoided, mitigated or accommodated. Magna relies on the Crown to adequately discharge its duty of consultation before issuing any permit or right to Magna, including the grant of mineral titles and associated rights. To assist in managing the risk associated with any adverse impact on treaty or Aboriginal rights, Magna works to establish good relations and relationship agreements with affected Indigenous communities to confirm their support or consent for Magna’s rights and permits.

Magna cannot accurately predict whether Aboriginal rights and title claims will have a material adverse effect on its ability to carry out the intended exploration and work programs on its properties located in Canada. The legal basis for, and the strength of, an Aboriginal rights or title claim is a complex issue, and the prospect and impact of any resolution of any such claim through a court decision or settlement with the government is beyond the control of Magna and cannot be predicted with certainty.

Joint Venture Relationships

To the extent Magna holds or acquires interests in any joint ventures or enters into any joint ventures in the future, the existence or occurrence of inconsistent interests or inability to control certain strategic decisions could have a material adverse impact on Magna’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on future cash flows, earnings, results of operations and financial condition.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Acquisition of Additional Mineral Properties

If Magna loses or abandons its interest in one or more of its current or future exploration properties, there is no assurance that it will be able to acquire other mineral exploration properties of merit, whether by way of option or otherwise, should Magna wish to acquire any additional properties.

Technology

Magna operates in a competitive environment where its products and services are subject to technological change and evolving industry standards. Magna’s future success will depend on its ability to successfully transition and implement technology, information and infrastructure acquired from KGHM, enhance existing operations, accurately predict, anticipate and safeguard evolving technology, and respond to technological advances in its industry. These systems are critical to ensuring safety, future operational efficiency, cost management, and meeting environmental, social, and governance objectives. If Magna is unable to respond to technological changes, potential cyber-security threats or fails or delays to incorporate technological enhancements in a timely and cost-effective manner, its operations may become uncompetitive and it may be unable to recover its exploration expenses, which could negatively affect its profitability, reputation and the continued viability of its business.

Reliance on Management

The success of Magna’s business is dependent upon the ability, expertise, judgment, discretion, reputation and good faith of its senior management. While employment agreements are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees. Further, Magna cannot assure that key employees will transition from KGHM as anticipated. Any loss of the services of key personnel could have a material adverse effect on the business, operating results or financial condition of Magna.

Factors which may Prevent Realization of Growth Targets

Magna’s growth strategy with respect to its exploration properties and projects contemplates focusing on certain parts of the Shakespeare and Crean Hill projects, and assets acquired as part of the KGHM Transaction to identify mineral resources. There is a risk that proposed exploration activities may not be achieved on time, on budget, or at all, as it could be adversely affected by a variety of factors, including: delays in obtaining, or conditions imposed by, regulatory approvals; facility design errors; environmental pollution issues; non-performance by third party contractors; increases in materials or labour costs; construction performance falling below expected levels of output or efficiency; breakdown, aging or failure of equipment or processes; contractor or operator errors; labour disputes; disruptions or declines in productivity; inability to attract sufficient numbers of qualified workers; disruption in the supply of energy and utilities; and major incidents and/or catastrophic events, such as fires, explosions, earthquakes or storms.

Additional Financing Requirements

In order to continue to execute its anticipated growth strategy and maintain operational status upon acquiring the McCreedy West mine and other KGHM assets, Magna may require additional equity and/or debt financing to support ongoing operations, undertake capital expenditures, or undertake business combination transactions, acquisitions or other initiatives. There can be no assurance that additional financing will be available to Magna when needed or on terms which are acceptable. Magna’s inability to raise additional financing could limit its growth and may have a material adverse effect upon its business, operations, results, financial condition or prospects.

If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of common shares. Any debt financing could involve restrictive covenants relating to capital-raising activities and other financial and operational matters, which may make it more difficult for Magna to obtain additional capital and to pursue business opportunities.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Liquidity and Funding

Upon closing the KGHM Transaction and acquiring the McCreedy West mine, Magna is expected to generate operating cash flow and as a result, become less dependent on its ability to obtain future equity or debt funding to support long-term initiatives. Neither Magna nor any of the directors of Magna, nor any other party, can provide any guarantee or assurance that if further funding is required, such funding can be raised on terms favourable to Magna, or at all. Any additional equity funding will dilute existing shareholders of Magna. Further, no guarantee or assurance can be given as to when a project can be developed to the stage where it will generate cash flow. As such, a project will be dependent on many factors, including, for example, exploration success, subsequent development, commissioning and operational performance.

Repatriation of Earnings

There is no assurance that any countries other than Canada in which Magna may carry on business in the future will not impose restrictions on the repatriation of earnings to foreign entities.

Competition

Magna is expected to face competition from other companies, some of which can be expected to have longer operating histories and more financial resources than Magna. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of Magna.

Reliance on Key Inputs

Magna’s business is dependent on a number of key inputs, including supplies and equipment required to continue operations, as well as electricity, water and other local utilities, and is subject to change upon Magna acquiring operating assets. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of Magna. Further, some of these inputs may only be available from a single supplier or a limited group of suppliers. If a sole source supplier was to go out of business, Magna might be unable to find a replacement for such a source in a timely manner or at all. If a sole source supplier were to be acquired by a competitor, that competitor may elect not to sell to Magna in the future. Any inability to secure required supplies and services, or to do so on acceptable terms, could have a material adverse impact on the business, financial condition and operating results of Magna.

Dependence on Suppliers and Skilled Labour

The ability of Magna to compete and grow will be dependent on having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that Magna will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the exploration program contemplated by Magna may be significantly greater than anticipated by Magna’s management and/or may cost more than the funds available to Magna, in which circumstance Magna may curtail, or extend the timeframes for completing, its expansion plan or other growth initiatives. This could have a material adverse effect on the financial results and operations of Magna.

Management of Growth

Magna may be subject to growth-related risks, including capacity constraints and pressure on internal systems and controls. The ability of Magna to manage growth effectively will require it to continue to implement and improve its operational and financial systems, and to expand, train and manage its employee base. The inability of Magna to deal with this growth may have a material adverse effect on the business, financial condition, results of operations and prospects of Magna.

Conflicts of Interest

Certain of the directors and officers of Magna are also directors and officers of other companies, and conflicts of interest may arise between their duties as officers and directors of Magna and as officers and directors of such other companies.

Magna Mining Inc.
Management Discussion and Analysis
For the year ended December 31, 2024

Litigation

Magna may become party to litigation from time to time in the ordinary course which could adversely affect its business. Should any such litigation be determined against Magna, such a decision could adversely affect its ability to continue operating and the market price for its securities. Even if successful, such litigation would require Magna to expend significant time and money.

Market Conditions

Share market conditions may affect the value of Magna’s securities regardless of its operating performance. Share market conditions are affected by many factors, such as: general economic outlook; introduction of tax reform or other new legislation; interest rates and inflation rates; changes in investor sentiment toward particular market sectors; the demand for, and supply of, capital; social and political changes in Canada and elsewhere; and terrorism or other hostilities. The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Magna does not warrant the future performance of Magna or any return on an investment in Magna.

Dividends

Magna has no dividend record and does not anticipate paying any dividends on the common shares in the foreseeable future. Any dividends paid by Magna would be subject to tax and, potentially, withholdings.

Environmental and Employee Health and Safety Regulations

Magna’s operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land; the handling and disposal of hazardous and non-hazardous materials and wastes; and employee health and safety. Magna expects to incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or restrictions on Magna’s operations. In addition, changes in environmental, employee health and safety or other laws, more vigorous enforcement thereof, or other unanticipated events, could require extensive changes to Magna’s operations or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of Magna.

Unknown Environmental Risks for Past Activities

Exploration and mining operations involve the potential risk of releases of metals, chemicals, fuels, liquids having acidic properties and other contaminants to soil, air, surface water and groundwater. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated, and the risk of environmental contamination from present and past exploration or mining activities exists for all mining companies. Magna may be liable for environmental contamination and natural resource damages relating to the properties that it currently owns or operates or may own or operate in the future or at which environmental contamination occurred while or before Magna owned or operated the properties. No assurance can be given that potential liabilities for such contamination or damages caused by past activities at these properties do not exist.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca

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Magna Mining Inc. — Management Reports 2025

46860_rns_2025-04-09_be27e653-8ce8-4fcb-9ebf-28cdb547ec68.pdf

INTRODUCTION

FORWARD LOOKING STATEMENTS

OVERVIEW

Description of Business

HIGHLIGHTS DURING AND SUBSEQUENT TO THE YEAR ENDED DECEMBER 31, 2024

Corporate

Exploration

KGHM Assets

Crean Hill Project

Shakespeare Project

ACQUISITION OF KGHM'S SUDBURY BASIN OPERATIONS AND EXPLORATION ASSETS

CREAN HILL PROJECT UPDATED PRELIMINARY ECONOMIC ASSESSMENT ("PEA")

Financial Analysis

Qualified Persons

MINERAL RESOURCE ESTIMATES ("MRE")

Crean Hill Property Mineral Resource Estimate Notes:

Shakespeare Deposit MRE

Qualified Person

Shakespeare Property Mineral Resource Estimate Notes:

Combined MRE

MINERAL PROPERTIES AND EXPLORATION AND EVALUATION ASSETS

Crean Hill Project

Shakespeare Project

Spanish River

Shining Tree Nickel Project

STOCK OPTIONS

RESTRICTED SHARE UNITS

OUTLOOK

SUBSEQUENT EVENTS

Private Placement

Options Exercised

Warrants Exercised

SELECTED ANNUAL FINANCIAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

Three months ended December 31, 2024 and 2023

Years ended December 31, 2024 and 2023

General and administrative expenses

Exploration and evaluation expenditures

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Year ended December 31, 2024

Financing activities

Going concern

Dividends

Contractual commitments

Off-Balance Sheet Arrangements

TRANSACTIONS WITH RELATED PARTIES

OUTSTANDING SHARE DATA

FINANCIAL INSTRUMENTS

Carrying value and fair value

Fair value

Financial risk factors

Credit risk

Liquidity risk

Foreign exchange risk

Interest rate risk

Provisionally priced revenues

Other price risks

CAPITAL MANAGEMENT

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

New standards and interpretations

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

Standards and amendments issued but not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 9 Amendments to the Classification and Measurement of Financial Instruments

Annual Improvements to IFRS Accounting Standards

CHANGE IN ACCOUNTING POLICY

CRITICAL ACCOUNTING ESTIMATES

RISKS AND UNCERTAINTIES

Production, Operating and Mineral Exploration Risks

Estimation of Mineralization, Resources and Reserves

Commodity Prices

Exploration Costs

Regulatory Risks

Change in Laws, Regulations and Guidelines

Permits

Title to Properties

Magna Mining Inc. Management Reports 2025