Minnova Corp — Management Reports 2025

Aug 6, 2025

Management's Discussion and Analysis

FOR THE YEAR ENDED MARCH 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Management's Discussion and Analysis for the Years Ended March 31, 2025 and 2024

This Management Discussion and Analysis ("MD&A") of the financial condition and results of the operations of Minnova Corp. ("Minnova" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended March 31, 2025. This discussion should be read in conjunction with the audited financial statements of the Company for the years ended March 31, 2025 and March 31, 2024, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Minnova's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on Minnova's website at www.minnovacorp.ca or on SEDAR+ at www.sedarplus.ca.

Financial and Operating Highlights for the Fiscal Year Ended March 31, 2025

Financial Situation

• As of March 31, 2025, the Company had a cash position of $3,556, current liabilities of $1,808,975 and a net loss of $750,127. Exploration and evaluation expenditures during the twelve-month period totaled $109,735.
• Gold exhibited sustained increase in price during the year making new multi decade highs with a range of US$1,992 to $2,787 per ounce during the year ended March 31 2025. Subsequent to the period end the gold price achieved new all time high of US$3,500 per ounce. We believe gold price is a key driver to renew investor interest in the sector and specifically in projects like the PL Gold Mine and our restart plans. The project remains poised to advance when additional funding is available. Future investment will focus on development; diamond drilling to expand resources and reserves, updated Mineral Resource Estimate, revised mine development plan based on 1,000tpd mill capacity that prioritizes lower cost open pit mining methods, updated metallurgical test work and an updated feasibility study.
• Management and the Board of Directors have significantly de-risked the PL Gold Mine with numerous technical programs culminating with the 2017 positive Feasibility Study. Pending financing we believe our restart plan is well positioned to attract the required project development capital (debt and equity) and/or a development partner to ultimately deliver significant shareholder value.
• Subsequent to year end the Company raised $575,000 by issuing 11,510,000 units at a price of $0.05 to advance mine development plans.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Corporate Developments

• All initiatives and investments in clean energy have been ceased. Minnova Renewable Energy (MRE) was dissolved prior to fiscal year ended March 31, 2025.
• Planning for technical programs at the PL Gold Mine continued to advance. In addition to surface exploration and infill drilling the Company believes updated metallurgical test work to include ore sorting and gravity recovery studies could have a positive impact on the project.
• The work programs planned for 2025 and 2026 will help to advance the PL Gold Mine and inform a future feasibility study to be completed in 2026.
• Shares of the Company were halted on August 6, 2024 following OSC issuing a Cease Trade Order (CTO) for failing to file audited annual financial statements by the July 31, 2024 deadline. The reason for the delay in filing was the result of the auditor notifying the company they would not complete their audit work on time.
• The March 31, 2024 audited annual financial statements were filed on September 26, 2024. Following that, the Q2 June 30, 2024 financial statements were filed on October 10, 2024 bringing all regulatory filings up to date.
• The OSC was notified that all filings had been made and rescinded its CTO on October 12, 2024.
• On March 7, 2025 the TSXV completed its continuous listing review and shares of the company were re-instated for trading on March 11, 2025.
• The Company raised $575,000 by way of private placement in July 2025 to fund planned drilling and technical programs.
• During the year ended March 31, 2025 the Company agreed to settle an aggregate of $800,000 of indebtedness owed to certain arm's length and non-arm's length creditors through the issuance of 15,999,999 common shares in the capital of the Company at a price of $0.05 per common share.
• The Company continues to review and proactively solicit various financing strategies including M+A to accelerate the restart of the PL Gold Mine.

PL Gold Mine

• Management and the Board of Directors remain firmly committed to the future development of the PL Gold Mine. Efforts to advance the project and attract adequate funding have been intensive and widespread. We continue to review all available project/technical data to identify areas of further capital and operating costs savings as we advance towards the re-start of the mine.

• The development strategy for 2025/26 to further de-risk the project includes:

• Resource expansion drilling - Further delineate and expand the PL North mineralized structures and update deposit-scale geological model.

• Impact - Potential to expand gold mineralization. PL North not currently included in the 2017 Mineral Resource Estimate (MRE).
• Resource infill drilling - Tighter drill spacing to better delineate existing mineralized structures with an initial focus on near surface future open pits.
• Impact - Better define mineralized domains, update Mineral Resource Estimate and open pit and underground mine plans.
• File a Notice of Alteration (NOA) - Amend current underground mining license (Environment Act License 1207E) to include open pit mining methods.
• Impact - Update mine plan from the 2017 Feasibility Study to prioritize open pit production starting in year 1 at a rate to match 1,000 tpd mill capacity.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

• Finalize and Submit an Assessment of Alternatives Report - Used to determine if the Ragged TMF is in fact the best option for deposition of new tailings. The assessment will consider all possible alternatives for safe, long term tailings storage.
• Impact - Will support listing of Ragged TMF on Schedule 2 to of MDMEF.
• Submit Application for an Advanced Exploration Permits ("AEP") - Consider two 10,000 tonne open pit bulk samples. One on the PL deposit and one at the satellite Nokomis deposit.

• Impact - The PL bulk sample will be used for updated metallurgical test work including ore sorting and gravity recovery. At Nokomis the bulk sample will be used for initial metallurgical test work and to develop logistics solutions for future satellite mine operations.

• Drilling from 2017 to 2021 confirmed the exploration and resource expansion potential of the PL Gold Mine property.

• Identified new high-grade mineralized structures outside of the limits of the current PL resource and reserve estimate.
• DDH M-21-48x intersected bonanza gold grade of 101.6 g/t over 0.50 meter interval with a weighted average grade of 51.95 g/t over the 1 meter mineralized structure.
• The hole represents the biggest step-out hole in the history of the project highlighting the down-dip and on-strike resource expansion and exploration potential of the PL property.
• 6th highest grade assay in the history of the PL Deposit and highlights the potential for extremely high gold grades to occur in the mineralized structures that make up the PL Deposit and the evolving PL North target area.
• Prior drill programs achieved similar success and intersected new mineralized structures in the Footwall Tonalite with anomalous gold grades ranging from 0.5 g/t to 1.5 g/t over core widths of up to 9 meters.

• Extended the strike length of the footwall Tonalite intrusive body by over 1 kilometer to J Showing and a coincident northeast trending VTEM conductor.

• We continue to have discussions with various consultants and contractors for the planned restart of the PL Gold Mine including:

• Mineral Resource Estimate update
• Detailed engineering for both underground and open pit development including bulk sample development
• Water treatment and paste backfill
• Updated metallurgical studies to include ore sorting and gravity recovery studies
• Power line refurbishment contractors
• Equipment manufacturers

• Underground and surface mine contractors

• The Company completed a Feasibility Study ("2017 FS") on the restart of the PL Gold Mine initially as an underground mine. The 2017 FS was based on only the mineral reserve estimate and supersedes the July 9, 2014 - Updated Preliminary Economic Assessment ("Updated PEA") for a proposed open pit and underground mining and milling operation at the PL mine which considered mineral resources from the PL Gold Deposit and the satellite Nokomis Gold Deposit.

• The 2017 FS considered an initial underground mine plan and on-site processing to be followed by small scale open pit mine development to maximize extraction and enhance the economics of the project.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

• 590 tpd from underground at an average diluted grade of 7.00 g/t

• 190 tpd from open pits at an average diluted grade of 4.35 g/t

• We are committed to minimizing the long-term environmental impact of the project. As such, we have factored in underground paste backfill tailing storage to reduce tailings deposition into the past used and permitted Ragged Lake Tailings Management Facility (Ragged TMF).

• The proposed re-start of the PL Gold Mine as an underground operation at a through-put rate of not more than 600tpd falls within our existing Environment Act License 1207E requirements. The future development of open pits is subject to amending the Environment Act License 1207E to include open pit mining methods.

• Highlights from the 2017 FS, which uses a long-term gold price of US$1,250 per ounce gold and USD:CAD exchange rate of $1.30, include:

• Pre-tax Net Present Value ("NPV") at a 5% discount rate of $55.9 million and an Internal Rate of Return ("IRR") of 65%;

• After-tax NPV at a 5% discount rate of $36.7 million and IRR of 53%;
• Proven & Probable Mineral Reserves of 259,000 ounces of gold (1.27 million tonnes at 6.34 g/t Au), a subset of the Measured and Indicated Resources of 282,500 ounces of gold (1.48 million tonnes at 5.93 g/t Au). The 2017 FS excludes Inferred Resources of 301,700 ounces of gold (1.84 million tonnes at 5.08 g/t Au)
• After-tax payback of 1.5 years after plant start-up;
• Minimum 5-year mine life, mining and processing 1.27 million tonnes, averaging 6.34 grams per tonne ("g/t") gold, and producing 232,463 ounces of gold;

Results of Gold Price Sensitivity Analysis of the Base Case (2017 FS)

After-Tax NPV5%
Variation of Parameter Relative to Feasibility Study Base Case
(Base Case Gold Price - US$1,250 per oz = 0%)
Gold Price (US$/oz)	$1,125	$1,250	$1,875	$2,000	$2,250	$2,500	$2,750	$3000
% change	-10%	0%	50%	60%	80%	100%	120%	240%
ATNPV5% (C$M)	$6.21	$36.70	$185.62	$204.38	$264.83	$323.27	$382.82	$442.26
IRR %	16%	53%	184%	203%	257%	304%	346%	393%

Note: 1) Base Case study uses gold price of US$1250/oz and US$/C$ exchange rate 0.77, UG = Underground Reserves. 2) Impact of an increase in gold price, up to US$3,000 per ounce (higher than the 2017 FS), on the project's after-tax NPV5%. All other input variables held constant.

• The Company sought out and received its water license for industrial purposes in 2017.
• In 2014, the Company received clarification and confirmation from the Canadian Environmental Assessment Agency ("CEAA") that the PL Gold Project does not require an environmental assessment as a new mine and reconfirmed that Environment Act License 1207E is in full force and effect.
• In 2014, Environment Canada ("EC") confirmed that in order to deposit tailings into the past used and licensed Ragged TMF, the Company will be required to list it on Schedule 2 of the Metal and Diamond Mining Effluent Regulations ("MDMER"). To achieve a Schedule 2 listing, the Company will be required to submit an Assessment of Alternatives report to determine if the Ragged TMF is in fact the best option for deposition of new tailings. The assessment will consider all possible

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

alternatives for safe, long term tailings storage from environmental, socio-economic and technical perspectives.

Other Permits and Licenses currently in place include:

Permit/License	Permit/License	Expiry Date
Environment Act License – Permit to Mine	1207E	N/A
MINING LEASE	065	1 April 2034
License to Use Water for Industrial Purposes	2017-116	5 September 2027
Crown Land Permit – Access Road Right of Way	GP0002799	31 December 2025
Crown Land Permit – Water Pipeline Right of Way	GP0003758	31 December 2025
Crown Land Permit – Access Road Right of Way	GP0004038	31 December 2025
Crown Land Permit – Mine Tailings Containment	GP0004134	31 December 2025

Special Note Regarding Forward-Looking Statements

This Management's Discussion and Analysis includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Such risks and uncertainties include, but are not limited to, risks associated with the mining industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of the Company to obtain all permits, consents or authorizations required for its operations and activities; and health safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by the Company. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of the Company should not place undue reliance on these forward-looking statements. Statements in relation to "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.

Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this management discussion and analysis are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.

Overview and Strategic Activities

Minnova Corp. is a publicly traded company that historically has focused on de-risking and near-term re-start of gold production at its 100% owned PL Gold Mine and acquisition of other advanced, development stage - low capex near term cash flow projects. The company was originally incorporated on July 19, 1994 pursuant to the laws of the Companies Act of Barbados. Since the Company's management and the principal office of the Company are located in Toronto, Ontario, a continuance (the "Continuance") of the Company from the laws of Barbados to the laws of the Province of Ontario was filed on April 21, 2010. As a result of the Continuance, the corporate legislation that governs the Company ceased to be the Barbados Act and the Company is now

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

governed by the Business Corporations Act (Ontario). The registered office of the Company is located at 217 Queen Street W., Suite 401, Toronto, Ontario, M5V 0R2. On June 26, 2014, the Company changed its name to "Minnova Corp." and commenced trading on the Toronto Stock Exchange (Tier 2 mining issuer) at the opening on June 27, 2014 under the new symbol "MCI".

Since acquiring the PL Gold Mine in 2011 the Company has completed numerous drill programs, 3 positive Preliminary Economic Assessments ("PEA's") and announced a positive 2017 FS on November 1, 2017. The study confirmed management's view that re-starting the PL Gold Mine is an attractive gold development opportunity with an after-tax NPV5% of $36.7 million and after-tax IRR of 55% (at a long-term gold price of US$1,250 per ounce). Subsequent to the positive 2017 FS the Company continued to advance the PL Gold Mine towards production through ongoing technical programs to further de-risk and enhance already attractive project economics, including positive drill results outside of the current resource that demonstrated the resource and reserve expansion potential to the northwest in the area called the PL North target area.

The PL Gold Mine has significant existing infrastructure that contributes to low initial capital, short time to production and quick payback. Infrastructure includes a 1,000 tpd flotation mill, a portal and underground ramp to approximately 130 metres depth. The property is fully road accessible, has access to low cost electricity and is close to existing regional mining support infrastructure.

The Company continues to explore strategic alternatives on the best way to advance and fund the restart of PL, surface immediate value to shareholders and retain exposure to the future success of the PL Gold Mine, including; outright sale, a merger or other business combination with another party to surface value to shareholders and retain exposure to the future success of the PL Gold Mine.

In 2021 the Company created a subsidiary company called "Minnova Renewable Energy." Initial plans were to consider alternative energy as part of our overall energy demand requirements at the PL Gold Mine and potentially create additional jobs and economic development beyond planned mining operations and gold production.

Following board review of MRE that consider, investment requirements and alignment with shareholder feedback it was determined that MRE should be dissolved by March 31, 2025 and no further clean energy investments will be made.

The Company has achieved significant project milestones at its PL Gold Mine and remains focused on advancing the restart of mining operations. Considering current high inflation and heightened geopolitical tensions there is a positive outlook for higher future gold price. This in turn is supporting an increase in investor interest in small cap gold exploration and development companies. PL is an attractive near-term gold production opportunity, located in a low-risk jurisdiction. With this in mind we strongly believe PL represents significant value and are committed to unlocking this value through restart or a transaction that maximizes current and future value for Minnova shareholders. Our strategy for PL remains unchanged and we will continue to actively solicit M+A (JV, outright sale, or other restructuring options) in parallel with project financing initiatives.

Mineral Properties

Minnova's exploration activities are at an advanced stage. Any activities of Minnova will constitute exploratory searches for minerals and mine development. See "Risks and Uncertainties" below.

PL Gold Project

On October 8, 2010, Minnova completed the acquisition of the past-producing PL Gold Mine (the "PL Mine") and interests in the adjacent Nokomis property from Pioneer Metals ULC ("Pioneer"). The purchased properties together with staked properties are collectively called the PL Gold Project (the "PLP") and are all located 50 km northeast of the town of Flin Flon, Manitoba. Pioneer is a wholly owned subsidiary of Barrick Gold Corporation ("Barrick"). Past gold production amounted to just over 28,000 ounces in 1988 and 1989. Under the agreement, Minnova acquired 100% of Pioneer's interest in the PL Mine subject to a 3% Net Smelter Royalty ("NSR") that reduces to 2.5% and 2% if gold is below US$1,000/oz. and US$750/oz., respectively. The agreement also provided for the acquisition of Pioneer's 54% interest in the adjacent Nokomis property. In consideration of the

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

acquisitions, Minnova:
- made total payments of $2.5 million; and
- issued stock to Pioneer valued at $1.0 million.

On November 22, 2011, the Company completed the acquisition of the remaining 46% minority interest in the Nokomis property from Claude Resources Inc. ("Claude"). The property is located less than 8 kilometers northeast of the existing mine and mill infrastructure on the PLP, near Flin Flon, Manitoba.

PL Gold Mine

The PL Gold Mine features a 1,000 tonne-per-day mill and concentrator in excellent condition, a deposit developed by a 7,000 meter ramp to a depth of approximately 135 meters, and infrastructure related to the past-producing mine. In November 2017, Minnova updated the NI 43-101 mineral resource and reserve estimate for the former producing PL Gold deposit (the "PL Deposit").

Drilling to the end of June 30, 2017, has resulted in optimized in-pit and underground Measured & Indicated mineral resources totaling 282,500 ounces gold and Inferred mineral resources totaling 301,700 ounces gold. The resource was estimated by CSA Global Pty Ltd. using the results from over 416 historical drill holes by previous operators and 154 holes drilled by Minnova since December 2010.

PL Gold Deposit, Mineral Resource Estimate November 2017

Category	Au Cut-off (g/t)	Tonnes (Kt)	Au Grade (g/t)	Contained Au oz
Measured	2.5	425	7.53	102,900
Indicated	2.5	1,056	5.29	179,600
M+I	2.5	1,481	5.93	282,500
Inferred	2.5	1,846	5.08	301,700

Notes PL and Nokomis Deposits:
1. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource, and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured mineral resource category.
2. The PL and Nokomis NI 43-101 mineral resource estimate were prepared by Leon McGarry, B.Sc., P.Geo., of CSA Global Pty Ltd.
3. The NI 43-101 compliant mineral resources in this disclosure were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.
4. The volume of the historical mined areas was depleted from the resource estimate.
5. Grade capping values range from 30 to 45 g/t Au and affected 16 samples.
6. Bulk densities of 2.81 t/m³ were used for tonnage calculations.
7. A gold price of US$1,250/oz and an exchange rate of US$0.80=C$1.00 was utilized in the Au cut-off grade calculations of 2.5 g/t underground. Operating costs of C$125/t. Process recovery used was 95%.
8. Tonnes and ounces have been rounded to reflect the relative accuracy of the mineral resource estimate; therefore numbers may not total correctly.
9. Mineral Resource tonnes quoted are not diluted.
10. Mineral resources are not mineral reserves and by definition do not demonstrate economic viability. This mineral resource estimate includes inferred mineral resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated resource categories through further drilling, or into mineral reserves, once economic considerations are applied.
11. 1 troy ounce equals 31.10348 grams.

The mineral resource estimate is the basis of an inaugural mineral reserve estimate completed by A-Z Mining Professionals Ltd. All mineral reserves are proven and probable mineral reserves. Both the mineral resource and mineral reserve estimates take into consideration on-site operating costs (e.g. mining, processing, site services, general and administration, royalties), metallurgical recoveries, and selling costs. In addition, the reserves incorporate allowances for mining recovery and dilution, and overall economic viability.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

PL Gold Deposit, Mineral Reserve Estimate November 2017

Category	Diluted Tonnes (Kt)	Au Grade (g/t)	Contained Au (Koz)
Underground
Proven	367	7.77	92
Probable	586	6.51	123
Open Pits
Proven	87	4.71	13
Probable	226	4.21	31
Total Proven and Probable	1,266	6.34	259

1. Using a gold price of US$1,250/oz and an exchange rate of US$0.77 to CDN$1.00.
2. A gold cut-off grade of 4.0 g/t for underground mining and 2.7 g/t for open pit mining.
3. Rounding as required by reporting guidelines may result in summation differences.

New mineral reserve and resource estimates were in support of the 2017 FS which was completed by A-Z Mining Professionals Ltd and announced on November 1, 2017. The mine plan developed for the Feasibility Study considers the re-opening of the PL Gold Mine initially utilizing underground mining techniques as the environmental permits for this type of mining are already in effect and valid. The future development of open pits has been factored in and is subject to amending existing Environment Act License 1207E to include open pit mining methods. The mine plan incorporates only the mineral reserves from the PL Gold Deposit. It does not include any mineral resources from the PL Gold Deposit or the satellite Nokomis deposit.

2017 Feasibility Study vs July 2014 Preliminary Economic Assessment

	July 2014 PEA	November 2017 FS
Gold Price (US$/oz)	$1,300	$1,250
CAD:US$ Exchange Rate	1.05	1.30
Pre-tax NPV5% (C$M)	$97.70	$46.82
Pre-tax IRR	59%	65%
After-tax NPV5% (C$M)	$83.30	$36.70
After-tax IRR	55%	53%
After-tax payback (years)	1.5	1.5
Payable Gold Production (ounces)	483,000	232,463
Mine Life	11	5
Underground Grade (g/t)	7.26	7.00
Underground Production (million tonnes)	1.98	0.95
Open Pit Grade (g/t)	4.41	4.35
Open Pit Production (million tonnes)	0.56	0.31
Cash Operating Cost (US$/oz)	$798	$715
AISC (US$/oz)	$1,003	$942
Pre-Production Capex (C$M)	$26.30	$35.35
Sustaining Capital and Closure Costs (C$M)	$29.50	$54.16

The Company had provided a letter of credit in the amount of $75,000 to the Government of Manitoba under the terms of the closure plan on the PL Property. The letter of credit was used in the year ended March 31, 2021 and has not been replenished. The impact of this to the Company is unknown. The Company further provided all assets, goods and personal property involved in the operation of the PL Property, as a security of up to

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

$5,000,000 for the performance of the closure plan and the rehabilitation program. As at March 31, 2022 and 2023, the investment backing the letter of credit has been liquidated and not replaced.

The Company's provision for closure and reclamation costs are based on management's estimates of costs to abandon and reclaim mineral properties and facilities as well as an estimate of the future timing of the costs to be incurred. The Company has estimated its total provision for closure and reclamation to be $3,426,893 at March 31, 2025 ($3,286,352 March 31, 2024), based on a total present liability of $4,221,343 (March 31, 2024 - $4,656,122), an inflation rate of 1.33% (March 31, 2024 - 2.83%) and a discount rate of 3.51% (March 31, 2024 - 3.59%). Reclamation is expected to occur in approximately 14 years (March 31, 2024 - 15 years).

The following is an analysis of the provision for closure and reclamation:

	Year Ended March 31, 2025 $	Year Ended March 31, 2024 $
Beginning balance	3,286,352	2,889,083
Effect of changes in inflation and discount rate	23,316	(373,141)
Accretion incurred in the year	117,225	124,128
Total	3,426,893	3,286,352

Nokomis Property

The Company acquired an initial 54% interest in the Nokomis property in October 2011 and subsequently acquired the remaining 46% in November 2011. This property comprises approximately 2,200 hectares and is located northeast of, and is contiguous with, the PL property.

During the year ended March 31, 2014, the Company completed a survey of drill hole collars for drill holes that were drilled in fiscal 2012. The geology of the property was also reviewed and re-interpreted by examination and re-logging of previously drilled holes. As such expenditures were relatively low for the year ended March 31, 2013.

Drilling by the Company and previous operators supported an initial NI 43-101 resource estimate for the Nokomis Deposit that was published on April 17, 2014.

Nokomis Gold Deposit, Mineral Resource Estimate April 2014

	Category	Au Cut-off g/t	Tonnes	Au (g/t)	Contained Au ounces
In-Pit	Indicated	0.6	371,000	3.41	40,700
	Inferred	0.6	247,000	2.41	19,100

See Notes on PL and Nokomis Deposits Resource Estimates above.

On July 9, 2014, the Company completed a positive Updated PEA for a proposed open pit and underground mining and milling operation at the PL mine incorporating mineral resources from the PL Gold Deposit and the satellite Nokomis Gold Deposit. A combined open pit and underground mine plan and on-site processing at a rate of up to 900 tpd were selected to improve the economics of the project. The Nokomis Deposit is scheduled to come into production in year 3 of the mine life and contribute approximately 28,000 ounces of gold production until depletion in year 5. Minnova has not initiated the permitting process for the proposed Nokomis pit production but anticipates it can successfully permit the satellite deposit production as outlined in the Updated PEA.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Selected Annual Information

The following table set out highlights of the Company's financial results together with selected statements of financial position information for the years ended March 31, 2025, 2024 and 2023.

Years ended March 31	2025 $	2024 $	2023 $
Current Assets	$29,953	$28,749	$175,374
Non-Current Assets	180,462	193,350	207,764
Liabilities	5,235,868	4,597,981	4,426,301
Non-Current Liabilities	3,426,893	3,286,352	3,535,365
Equity (Deficiency)	(5,025,453)	(4,375,882)	(4,043,163)
Income (loss) per year	(750,127)	(374,981)	(1,766,895)
Income (Loss) per share –	(0.01)	(0.01)	(0.03)
Dividend	-	-	-

Selected Quarterly Information

Three Months Ended	Net Revenues ($)	Net Income (Loss)		Total Assets ($)
		Total ($)	Per Share (Basic and Diluted) ($)
2025-March 31	-	160,839	0.01	210,415
2024-December 31	-	(162,390)	(0.00)	230,736
2024-September 30	-	(389,349)	(0.01)	221,847
2024-June 30	-	(359,227)	(0.01)	219,129
2024-March 31	-	459,847	0.01	222,099
2023-December 31	-	(630,267)	(0.01)	256,286
2023-September 30	-	97,186	(0.00)	249,629
2023-June 30	-	(301,747)	(0.01)	270,059
2023-March 31	-	(1,120,350)	(0.02)	383,138

Results of Operations

Year Ended March 31, 2025, compared with Year Ended March 31, 2024

Minnova's net loss totaled $750,127 for the twelve months ended March 31, 2025, with basic and diluted loss per share of $0.01 for continuing operations. This compares with a net loss of $374,981 with basic and diluted loss per share of $0.01 for continuing operations for the twelve months ended March 31, 2024. The increase of $375,146 in net loss was principally due to:

• Research expenses of $108,000 for the year ended March 31, 2025 compared to $152,585 for the year ended March 31, 2024.
• Stock based payments for the year ended March 31, 2025 of $79,556, which was higher compared to

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

$38,302 for the year ended March 31, 2024.

• Professional and consulting fees for the year ended March 31, 2025, of $146,149 were lower than the $152,104 for the year ended March 31, 2024, due to decreased use of consultants.
• Change in provision for closure charges for the year ended March 31, 2025, of $(23,316) were lower than the $373,141 for the year ended March 31, 2024, due to changes in inflation rate and discount assumptions.
• General and administrative expenses for the year ended March 31, 2025, were $89,897, which was higher than the $83,949 for the year ended March 31, 2024, due to higher office and general expenses.
• Exploration and evaluation expenses of $109,735 for the year ended March 31, 2025 compared to $97,361 for the year ended March 31, 2024.

Three Months Ended March 31, 2025, compared with Three Months Ended March 31, 2024

Minnova's net income totaled $160,839 for the three months ended March 31, 2025, with basic and diluted income per share of $0.01 for continuing operations. This compares to net loss of $374,981 with basic and diluted loss per share of $0.01 for continuing operations for the three months ended March 31, 2024. The decrease of $535,820 in net loss was principally due to:

• Change in provision for closure charges for the three months ended March 31, 2025, of $334,258 were lower than the $373,141 for the year ended March 31, 2024, due to changes in inflation rate and discount assumptions.
• Research expenses of $54,000 for the three months ended March 31, 2024 compared to $190,787 for the three months ended March 31, 2023.
• Stock-based payments of $nil for the three months ended March 31, 2025 compared to $38,302 for the three months ended March 31, 2024.
• General and administrative was $25,363 for the three months ended March 31, 2025 compared to $83,949 for the three months ended March 31, 2024.

Liquidity and Capital Resources

This section should be read in conjunction with the audited condensed interim statements of financial position as at March 31, 2025, and the corresponding notes thereto.

The Company's financial statements have been prepared on a going concern basis, under which the Company is assumed to be able to realize its assets and discharge its liabilities in the normal course of operations. The Company currently has no revenue to finance its operations. It is therefore required to fund its activities through the issuance of equity securities and other financing alternatives. The Company's ability to continue as a going concern is therefore dependent upon its ability to raise funds.

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $(31,803,568). As at March 31 2025, the Company had cash of $3,556 and current liabilities of $1,808,975.

To continue operations and to fund future obligations, the Company will be required to raise funds through equity or other financing alternatives. Recent global economic conditions and market uncertainty may have an impact on the Company's ability to raise funds through the equity markets. Management believes that there are sources of financing available; however, there can be no assurance that the Company will be successful in its future fund-raising activities. See "Risks and Uncertainties" below.

The Company relies on issuance of equity securities and alternative sources of financing, if required, to maintain adequate liquidity to support its ongoing working capital commitments. The following table is a summary of quantitative data about what the Company manages as capital:

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

	March 31, 2025 $	March 31, 2024 $	Change $
Current Assets	29,953	28,749	1,204
Share capital	25,334,272	25,287,133	47,139
Share based payment reserve	1,443,843	1,473,091	(29,248)
Deficit	(31,801,538)	(31,136,106)	(1,215,894)

The Company monitors these items to assess its ability to fulfill its ongoing financial obligations, including its flow-through obligations, and its exploration program. To manage the Company's capital, given the recent economic conditions, management has streamlined operational costs and is preserving cash to the extent possible, while exploring means of raising additional funds as and when required.

As at March 31, 2025, the Company had a working capital deficit of $1,779,022 compared to working capital deficit of $1,282,880 as at March 31, 2024. Management believes that additional financing will be available to discharge current liabilities.

Amounts receivable were $26,397 at March 31, 2025 and consisted of HST/GST input tax credit claims compared to $27,371 as at March 31, 2024. The decrease is mainly due to the decreased level of HST/GST input tax credit claims during the year ended March 31, 2025. Amounts payable and accrued liabilities, which are expected to be paid in the normal course of business, were collectively $1,635,749 at March 31, 2025, compared to $1,194,471 at March 31, 2024.

Cash used in operating activities

Cash used in operations was $65,822 for the year ended March 31, 2025, compared to cash used in operations of $154,048 for the year ended March 31, 2024. The decrease of $88,226 in cash used in operations is due primarily to lower provision for closure and higher non-cash items including; prepaid expenses and accounts payable and accrued liabilities.

Cash from financing activities

The Company received net proceeds of $68,000 from the proceeds of equity financings and loans payable in the year ended March 31, 2025 as compared to proceeds of $25,700 during the year ended March 31, 2024. The increase of $42,300 in cash from financing activities is due primarily to a board investment to support ongoing operations.

Shares Issued and Outstanding

As of the date of this MDA, the issued and outstanding common shares of the Company totaled 97,950,175 and 5,755,000 share purchases warrants and 18,900 broker warrants outstanding. In addition, a total of 6,900,000 stock options have been granted to purchase common shares of the Company.

As of the date of this MD&A, share purchase warrants consisted of:

Number of Warrants Outstanding	Exercise Price ($)	Expiry date
4,255,000	0.10	July 14, 2027
1,500,000	0.10	July 28, 2027
5,755,000

As of the date of this MD&A, broker warrants consisted of:

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Number of Broker Warrants Outstanding	Exercise Price ($)	Expiry date
18,900	0.10	July 14, 2027
18,900

As of the date of this MD&A, stock options consisted of:

Number of Stock Options Outstanding	Exercise Price ($)	Expiry date
1,050,000	0.30	March 11, 2026
800,000	0.11	December 13, 2026
50,000	0.13	March 24, 2027
1,500,000	0.08	February 14, 2028
1,500,000	0.05	February 15, 2029
1,000,000	0.09	May 16, 2029
5,900,000

Financings

On July 28, 2025, the Company announced it completed the second and final tranche of its non-brokered private placement financing for gross proceeds of $150,000 through the issuance of 3,000,000 units at a price of $0.05 per Unit.

On July 14, 2025 the Company completed the first tranche of its non-brokered private placement financing for gross proceeds of $425,500 through the issuance of 8,510,000 units at a price of $0.05 per Unit.

On July 21 2024, 420,000 broker warrants were exercised for proceeds of $21,000.

On July 25, 2024, the Company issued an unsecured promissory note in the principal amount of $25,000 with an annual interest rate of 15% and is due on demand to a director of the Company.

On July 25, 2024, the Company issued an unsecured promissory note in the principal amount of $2,000 with an annual interest rate of 15% and is due on demand to the CEO of the Company.

On August 14, 2024, the Company issued an unsecured promissory note in the principal amount of $20,000 with an annual interest rate of 15% and is due on demand to a director of the Company.

On September 23, 2024, the Company issued an unsecured promissory note in the principal amount of $20,000 with an annual interest rate of 15% and is due on demand to the CEO of the Company.

On July 20, 2023, the Company issued an unsecured promissory note in the principal amount of $33,000 with an annual interest rate of 15% and is due on demand to a company controlled by the interim Chief Financial Officer ("CFO") of the Company. See financial statements note 10 ii.

On July 24, 2023, the TSX Venture Exchange approved the issuance of an aggregate of 132,000 common shares of the Company as a loan bonus to the company controlled by the interim CFO of the Company. The common shares were valued at $3,960 (note 12(b)) based on stock price of the Company's common shares on the date of issuance and had been recorded as the transaction cost of the loan payable to the company controlled by the interim CFO.

Related Party Transactions

Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

(a) The Company entered into the following transactions with related parties:

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

	Twelve Months ended March 31,
	2025 $	2024 $
Irwin Lowy LLP (i) - professional and consulting fees	20,008	39,939

(i) A director and interim CFO of the Company is a partner at Irwin Lowy LLP, a law firm, and the fees relate to professional services provided by the firm. As at March 31, 2025, the Company owed $102,137 (2024 - $93,922) to this firm and this amount is included in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing with no fixed terms of repayment.

As at March 31, 2025, $2,412 (March 31, 2024 - $278) of cash was held in the Irwin Lowy LLP trust account.

(b) Remuneration of directors and key management personnel of the Company was as follows:

	Twelve Months ended March 31,
For the Years Ended March 31, 2024 2023	2025 $	2024 $
Directors’ fees	64,000	64,000
Amounts paid or accrued to CEO for salaries, consulting and benefits	240,000	240,000
Share-based payments	51,711	33,195

Director fees - the Board of Directors do not have employment or service contracts with the Company. Directors are entitled to director fees and stock options for their services. As at March 31, 2025, the Company owed $321,998 (March 31, 2024 - $257,998) to the directors and $166,451 (March 31, 2024 - $166,951) to the CEO of the Company which was included in the accounts payable and accrued liabilities. These amounts are unsecured, non-interest bearing with no fixed term of repayment.

(i) As at March 31, 2025, the Company owed $606,684 (March 31, 2024 - $320,083) to a corporation controlled by the Chief Executive Officer ("CEO") of the Company and this amount is included in accounts payable and accrued liabilities. This amount is unsecured, non-interest bearing with no fixed terms of repayment. During the year ended March 31, 2025, $108,000 (March 31, 2024 - $108,000) of these fees were recorded as exploration and evaluation expenditures, $108,000 (March 31, 2024 - $108,000) were recorded as research expenses and $24,000 (March 31, 2024 - $24,000) were recorded in management and directors' compensation.

Significant Accounting Judgments and Estimates

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Assets' Carrying Values and Impairment Charges

In the determination of carrying values and impairment charges, management looks at the higher of the

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

recoverable amount or fair value less costs to sell in the case of assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.

Mineral Reserve Estimates

The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, "Standards of Disclosure for Mineral Projects", issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources including many factors beyond the Company's control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management's assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company's financial position and results of operations.

Estimation of Decommissioning and Restoration Costs and the Timing of Expenditures

The cost estimates are updated annually to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. See Note 11 in the financial statements for details of provision for closure and reclamation.

Income, Value Added, Withholding and Other Taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Share Based Payments

Management determines costs for share based payments using market-based valuation techniques. The fair value of the market based, and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made, and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Contingencies

Refer to Notes 7, 10, 19 and 20 in the Financial Statements

Future Accounting Changes

See Note 3 in the Financial Statements.

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Financial Instruments

The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no significant changes in the risks, objectives, policies and procedures for managing risk during the year ended March 31, 2025 and 2024.

Credit Risk

Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, amounts receivable and restricted cash equivalents. Restricted cash equivalents consist of a GIC which was sold during the year ended March 31 2021 with a reputable Canadian financial institution. The Company does not hold any non-bank asset backed commercial paper. Management believes that the credit risk concentration with respect to its financial instruments is remote.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2025, the Company did not have sufficient cash and cash equivalents to settle current liabilities of $1,808,975 ($1,311,629 March 31, 2024). Management believes that additional financing will be available to discharge current liabilities.

Most of the Company's accounts payable and accrued liabilities have contractual maturities of greater than 3 months and are subject to normal trade terms.

Foreign Currency Risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions at this time are small; and therefore, does not hedge its foreign exchange risk.

Commodity Price Risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices as it relates to precious and base metals to determine the appropriate course of action to be taken by the Company. Management believes commodity price risk to be remote as the Company is not a producing entity.

Fair Value

The Company has, for accounting purposes, designated its cash and amounts receivable as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified for accounting purposes as other financial liabilities, which are measured at amortized cost.

As of March 31, 2025 and 2024, both the carrying and fair value amounts of the Company's financial instruments are approximately equivalent because of the limited term of these instruments.

Managing Capital

The Company manages its capital with the following objectives:

• to ensure sufficient flexibility to achieve the ongoing business objectives including funding of future resource-based exploration and investment initiatives; and
• to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and the industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of its mineral properties for the mining of gold. The capital structure is reviewed

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

by management and the Board of Directors on an ongoing basis.

The Company considers its capital to be total shareholders' equity (managed capital), which at March 31, 2025, totaled ($5,025,453) (March 31, 2024 – ($4,375,882)).

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, as well as other investing and financing activities. The forecast is regularly updated based on activities related to the acquisition, exploration and development of its mineral properties. The Board of Directors regularly reviews the Company's capital management approach. The Company's capital management objectives, policies and processes have remained unchanged during the year ended March 31, 2025 and 2024.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange ("TSXV"), which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.

As of March 31, 2025, the Company is not compliant with the policies of the TSXV. The impact of this violation is not known and is ultimately dependent on the discretion of the TSXV.

Commitments and Contractual Obligations

The Company's exploration activities are subject to environmental regulation (including regular environmental impact assessments and permitting) in each of the jurisdictions in which its mineral properties are located. Such regulations cover a wide variety of matters including, without limitation, prevention of waste, pollution and protection of the environment, labour relations and worker safety. The Company may also be subject under such regulations to cleanup costs and liability for toxic or hazardous substances which may exist on or under any of its properties or which may be produced as a result of its operations. It is likely that environmental legislation and permitting will evolve in a manner which will require stricter standards and enforcement. This may include increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a higher degree of responsibility for companies, their directors and employees. The Company has not determined and is not aware whether any provision for such costs is required and is unable to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future due to the uncertainty surrounding the form that these laws and regulations may take. The Company had provided a letter of credit in the amount of $75,000 to the Government of Manitoba under the terms of the closure plan on the PL Property. The letter of credit was used in the year ended March 31, 2021 and has not been replenished. The impact of this to the Company is unknown. The Company further provided all assets, goods and personal property involved in the operation of the PL Property, as a security of up to $5,000,000 for the performance of the closure plan and the rehabilitation program. As at March 31, 2025 and 2024, the investment backing the letter of credit has been liquidated and not replaced.

The following table sets out as at March 31, 2025, the Company's known contractual obligations and the estimate time horizon for their repayment.

Contractual Obligations	Payments due by period
	Total	<1 year	1-3 years	3-5 years	>5 years
Closure and reclamation	$ 3,426,893	-	-	-	$ 3,426,893
Total	$ 3,426,893	Nil	Nil	Nil	$ 3,426,893

The Company is party to a senior management contract and is committed to annual payment of fees of $240,000. This contract contains clauses requiring additional payments of up to $480,000 to be made upon the occurrence of certain events such as a change of control or termination without cause. As a triggering event has not occurred, the contingent payments have not been reflected in these financial statements.

See Note 20 of the Financial Statements for additional disclosure.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Risks and Uncertainties

Mining Industry

The exploration for, development and mining of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, and metal prices which are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The Company's activities are directed towards the extraction of ore and the search, evaluation, development and mining of future mineral deposits. Several of the mineral properties in which the Company has an interest contain no known body of commercial ore and any exploration programs thereon are exploratory searches for ore, while other properties in which the Company has an interest are subject to preliminary stages of exploration and development programs only. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of further commercial quantities of ore.

There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than Minnova will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

The exploration and development activities of the Company are subject to various federal, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration and development activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Company's exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration and development, mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Company.

Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

in development of new mining properties.

Permits and Licenses

On May 12, 2012, the Company notified Manitoba Conservation and Water Stewardship that it had acquired the assets of Pioneer Metals, namely the PL Gold Mine and its associated Environment Act License No. 1207E. The Provincial Ministry was also notified of our intent to re-start operations and comply in all respects with the water quality limits, sampling and reporting criteria set out in the Metal and Diamond Mines Effluent Regulation ("MDMER"). On May 17, 2012, the Ministry confirmed our Environmental License was in good standing to re-start mining operations and noted our duty to comply with all criteria set out in the MDMER.

Mineral exploration and mining activities may only be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining laws and regulations. No guarantee can be given that the necessary exploration and mining permits and licenses will be issued to the Company or, if they are issued, that they will be renewed, or that the Company will be in a position to comply with all conditions that are imposed. Nearly all mining projects require government approval. There can be no certainty that these approvals will be granted to the Company in a timely manner, or at all.

Environmental Risks and Hazards

All phases of the Company's operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability. Production at mineral properties may involve the use of dangerous and hazardous substances. While all steps will be taken to prevent discharges of pollutants into the groundwater and the environment, the Company may become subject to liability for hazards that cannot be insured against.

Commodity Prices

The future profitability of the Company will be directly related to the market price of metals. Metal prices fluctuate considerably and are affected by numerous factors beyond the Company's control, such as industrial demand, inflation and expectations with respect to the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, forward sales by producers, production and cost levels and changes in investment trends. If these prices were to decline significantly or for an extended period of time, the Company might be unable to continue its operations, develop its properties or fulfill its obligations under its agreements with its partners or under its permits and licenses. As a result, the Company might lose its interest in, or be forced to sell, some of its properties. In the event of a sustained, significant drop in metal prices, the Company may be required to re-evaluate its assets, resulting in reduced estimates of reserves and resources and in material write-downs of the Company's investment in mining properties and increased amortization, reclamation and closure charges. Furthermore, since metal prices are established in US dollars, a significant increase in the value of the Canadian dollar relative to the US dollar, coupled with stable or declining metal prices, could adversely affect the Company's results with respect to development of, and eventual sale of these metals.

Failure to Achieve Exploration Target and Cost Estimates

The Company prepares future exploration and capital cost estimates. Actual exploration and costs may vary from the estimates for a variety of reasons such as adverse weather conditions, unexpected labour shortages or strikes, equipment failures and other interruptions in development capabilities. Exploration and development costs may also be affected by increased mine development costs, increases in drilling costs, labour costs, raw material costs, inflation and fluctuations in currency exchange rates. Failure to achieve exploration and

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MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

development targets or cost estimates could have a material adverse impact on our cash flow and overall financial performance.

Share Price Fluctuations

The market price of securities of many companies experience wide fluctuations in price that are not necessarily related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that fluctuations in Minnova's share price will not occur.

Conflicts of Interest

Certain directors of the Company also serve as directors and/or significant shareholders of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors to be in a position of conflict. In the event that a director or executive officer has a material interest in any transaction being considered by the Company, any such conflict will be subject to and governed by procedures prescribed by the Business Corporations Act (Ontario) (the "OBCA"), which require a director or officer of a corporation experiencing such a conflict to disclose his interest and refrain from voting on any such matter unless otherwise permitted by the OBCA. In addition, Section 134 of the OBCA provides that every director must act honestly and in good faith with a view to the best interests of the Company. Section 134 is a formalization of the fundamental fiduciary duty that a director has to the corporation and encompasses, among other obligations, a duty of loyalty and a duty of confidentiality. As a fiduciary, a director may not interfere with, or take advantage of, any opportunities that rightfully belong to the Company. If such director was to take any action which preferred the interests of a third party to the interests of the Company, such director would be liable to the company for a breach of his fiduciary duty, regardless of any legal duties which such director may have to the third party.

Land Title

Although title to the Company's mineral properties has been reviewed by or on behalf of the Company and title opinions were delivered to the Company, no assurances can be given that there are no title defects affecting the properties. Title insurance generally is not available for mining claims in Canada, and the Company's ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. The Company has not conducted surveys of all the claims in which it holds direct or indirect interests; therefore, the precise area and location of such claims may be in doubt. Accordingly, the properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate the properties as permitted or to enforce its rights with respect to its properties.

Requirement of Additional Financing

The continuing development of the Company's properties will depend upon the Company's ability to obtain financing through debt financing, equity financing or the joint venturing of projects or other means. No assurance can be given that the Company will be successful in obtaining the required financing on acceptable terms, if at all.

CSR, Safety and Health

The Corporation engages in and adheres to the principles of sound Corporate Social Responsibility with the local communities and people where it operates. While the Corporation recognizes that the funds to achieve these goals are derived from shareholders investment in the Corporation, it also believes that those same shareholders recognize that pragmatic and cost-effective CSR activity benefits all stakeholders and enables ongoing field activity with the support of local leaders, government, landowners and the community in general. There were no lost time accidents during the period. There were no reportable environmental compliance events during the period.

Dependence on Personnel

The Company's ability to manage growth effectively will require the Company to continue to implement and improve the Company's management systems and to recruit and train new employees. Although the Company

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

has done so in the past, the Company cannot assure that it will be successful in attracting and re-training skilled and experienced personnel.

Off Balance Sheet Items

There are no off balance sheet items.

Outlook

Minnova Corp. is a gold mine development Company focused on the restart of its 100% owned, past producing PL Gold Mine. Restart efforts are supported by a Positive Feasibility Study completed in 2017 at a gold price of US$1,250 per ounce. The study concluded the restart of the PL Mine, at an average annual production rate of 46,493 ounces over a minimum 5-year mine life was economically robust. Importantly the global resource remains open to expansion, as does the reserve. The PL Gold Mine benefits from a short pre-production timeline forecast at 15 months, a valid underground mining permit (Environment Act 1207E), an existing 1,000 tpd processing plant, over 7,000 meters of developed underground ramp to -135 metres depth. The project is fully road accessible and close to existing mining infrastructure in the prolific Flin Flon Greenstone Belt of Central Manitoba.

Considering current high gold price and advanced status of the PL Gold mine with significant built infrastructure and existing permits the Company plans to accelerate development with work programs that include: drilling to expand resources and reserves, updated Mineral Resource Estimate, and a revised mine development plan based on 1,000 tpd mill capacity that prioritizes lower cost open pit mining methods. Concurrently the company will initiate selected site development/upgrades and mill refurbishment efforts.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Chief Executive Officer ("CEO") and Interim Chief Financial Officer ("CFO"), on a timely basis so that appropriate decisions can be made to facilitate full and timely disclosure to the public.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was conducted March 31, 2024, by and under the supervision of management, including the CEO and Interim CFO. Based on this evaluation, the CEO and CFO have concluded that disclosure controls and procedures, as defined in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports that are filed or submitted under Canadian securities legislation are recorded, processed, summarized and reported within the time periods specified in those rules.

Because of inherent limitations, internal control over financial reporting and disclosure controls can provide only reasonable assurances and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Audit Committee of the Company has reviewed this MD&A, and the financial statements for the year ended March 31, 2025, and the board of directors approved these documents prior to their release.

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Minnova Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – YEAR ENDED MARCH 31, 2025

Additional Disclosure for Venture Corporations

	Twelve Months Ended March 31,
	2025 $	2024 $
Office and general	37,170	50,691
Stock exchange and transfer agent fees	40,224	29,339
Shareholder information	12,593	3,919
Total	89,987	83,949

Subsequent Events

i. On May 7, 2025 the Company announced a private placement financing for gross proceeds of up to $800,000 through the issuance of up to 16,000,000 units at a price of $0.05 per Unit. Each unit is comprised of one common share of the Company and one-half of one whole Common Share purchase warrant of the Company. Each Warrant entitling the holder thereof to purchase one Common Share at a price of $0.10 per Common Share for a period of two (2) years from the date of issuance, provided, however, that should the closing price at which the Common Shares exceed $0.20 for twenty (20) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Warrant term such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term.

ii. On July 14 2025, the Company closed the initial tranche of the Offering through issuance of 8,510,000 units for gross proceeds of $425,000. On July 28, 2025, the Company completed the final tranche of the Offering through issuance of 3,000,000 units for gross proceeds of $150,000.

iii. On July 28, 2025 the Company settled an aggregate of $800,000 of indebtedness owed to certain creditors of the Company through the issuance of an aggregate of 15,999,999 common shares of the Company at a price of $0.05 per share.

iv. On July 30, 2025, 900,000 stock options of the Company expired unexercised.

"Signed Gorden Glenn"

"Signed Christopher Irwin"

Gorden Glenn
Chief Executive Officer
August 5, 2025

Christopher Irwin
Interim Chief Financial Officer

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