Minsud Resources Corp. — Management Reports 2024

Apr 26, 2024

Management’s Discussion and Analysis of the Consolidated Financial Statements

For the Year Ended December 31, 2023

Minsud Resources Corp. 340 Richmond Street West Toronto, Ontario M5V 1X2

Contact: Ramiro Massa Phone: +54 9 11 5663 1512 E-mail: rmassa@minsud.com

Contact: Mike Johnston Phone: +1 416-479-4466 E-mail: info@minsud.com

MINSUD RESOURCES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS

For the Year Ended December 31, 2023

INTRODUCTION

The following is a Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Minsud Resources Corp. (the “Company” or “Minsud”) to enable a reader to assess the financial condition and results of operations of the Company for the year ended December 31, 2023.

This MD&A has been prepared as at April 23, 2024 unless otherwise indicated.

This MD&A should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023 including the related note disclosure (the “Financial Statements”). The Financial Statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiary Minsud Argentina Inc. (“MAI”), and MAI’s subsidiary Minera Sud Argentina S.A. (“MSA”), an Argentinean company in which MAI has a 99.63% ownership interest. The Financial Statements are prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures included therein and in the following MD&A are expressed in Canadian dollars unless otherwise indicated. References to US$ are to United States dollars.

The Company’s head office and principal business address is 340 Richmond Street West, Toronto, Ontario M5V 1X2. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and trades its common shares on the TSX Venture Exchange (the “Exchange”), under the symbol MSR. Additional information relevant to the Company’s activities, including press releases, can be found on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca or on the Company’s website at www.minsud.com.

MANAGEMENT’S RESPONSIBILITIES FOR FINANCIAL REPORTING

The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.

The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.

The Board is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board carries out this responsibility principally through its audit committee. The members of the audit committee are appointed by the Board and have sufficient financial expertise to assume this role with the Company. The majority of the audit committee members are independent and not involved in the Company’s daily operations.

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively referred to as “forward-looking information”) which relate to future events or the Company’s future performance and may include, but are not limited to, statements about strategic plans, spending commitments, future operations, results of exploration, anticipated financial results, future work programs, mineral estimates and deposits, the mineral potential of the Chita Valley Project, capital expenditures and expected working capital requirements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,

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“estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved.

Readers are cautioned not to place undue reliance on forward looking information and there can be no assurance that forward looking information will prove to be accurate as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking information if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking information will materialize. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking information, include, but are not limited to: inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting drilling results and other geological data; the possibility of project delays and cost overruns or unanticipated costs and expenses; fluctuations in the currency markets (such as the Canadian Dollar, Argentine Peso and the United States Dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and Argentina or other countries in which the Company may carry on business in the future; operating or technical difficulties in connection with exploration and development activities; risks and hazards associated with the business of mineral exploration and development (including environmental hazards or industrial accidents); risks relating to the credit worthiness or financial condition of suppliers and other parties with whom the Company does business; the presence of laws and regulations that may impose restrictions on mining, including those currently enacted in Argentina; employee relations; relationships with and claims by local communities; availability and increasing costs associated with operational inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; business opportunities that may be presented to, or pursued by, the Company; challenges to, or difficulty in maintaining, the Company’s title to properties; uncertainties relating to the availability and costs of financing needed in the future; and the factors identified under “Risk Factors” in this MD&A. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.

The forward looking information contained in this MD&A are based upon assumptions management believes to be reasonable including, without limitation: financing will be available for future exploration, development and operating activities; the actual results of the Company’s development and exploration activities will be favourable or at least consistent with management’s expectations; operating, development and exploration costs will not exceed management’s expectations; all requisite regulatory and governmental approvals for development projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions will be favourable to the Company such as the continuing support for mining by local governments in Argentina; the price of gold and/or other applicable metals and applicable interest and exchange rates will be favourable to the Company or at least consistent with management’s expectations; no title disputes will exist with respect to the Company’s properties; debt and equity markets and other applicable economic conditions will be favourable to the Company; the availability of equipment and qualified personnel to advance exploration projects and; the execution of the Company’s existing plans and further exploration and development programs for its projects, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.

This forward-looking information represents the Company’s views as of the date of this MD&A. The Company anticipates that subsequent events and developments may cause the Company’s views to change. The Company does not undertake to update any forward-looking information, either written or oral, that may be made from time to time by, or on behalf of the Company, subsequent to the date of this discussion, other than as required by law.

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CORPORATE OVERVIEW

The Company was incorporated under the Business Corporations Act (Ontario) on October 11, 2007 under the name “Rattlesnake Ventures Inc.” and changed its name to “Minsud Resources Corp.” on May 10, 2011 upon the completion of its Qualifying Transaction (as defined under the policies of the Exchange through which it ceased being a capital pool company).

As a result of its Qualifying Transaction, the Company acquired all of the issued and outstanding shares of Minsud Resources Inc. (“MSR”) by way of a three cornered amalgamation resulting in the amalgamation of MSR and 1830835 Ontario Inc., a wholly owned subsidiary of the Company, to form MAI (the “Minsud Transaction”). At the time of the completion of the Minsud Transaction, MAI became the owner of 95% of the issued outstanding shares of MSA, which was previously held by MSR. As at December 31, 2023, MAI held 144,951,699 of the 145,494,299 outstanding common shares of MSA, representing an ownership interest of 99.63%. As of the date of this MD&A, MAI holds 49.9% of the outstanding shares of MSA (see discussion of the Earn-In Agreement below).

As of the date of this MD&A, the members of the Company’s Board of Directors are Alberto Francisco Orcoyen, Carlos Alberto Adamo (non-executive Chairman), Agustin Dranovsky, Lucia Dragonetti, Pablo Taussig, and Paul F. Andersen. As of the date of this MD&A, Mr. Orcoyen, Mr. Adamo and Ms. Dragonetti form the Company´s audit committee, and Mr. Taussig, Mr. Adamo and Mr. Dranovsky form the compensation committee.

As of the date of this MD&A, the Board of Directors is made up of a majority of independent directors in accordance with the guidance of the Exchange policies. The independent directors are Carlos Adamo, Lucia Dragonetti, Pablo Taussig and Alberto Orcoyen

PRINCIPAL BUSINESS OF THE COMPANY

The Company’s principal exploration project is the Chita Valley project (the “Chita Valley Project”) consisting of three contiguous core properties: the Chita, Brechas Vacas and Minas de Pinto mineral concessions (totaling 8,350 ha), and five additional properties in Argentina. As of December 31, 2023, the Company controlled an area of 19,883 hectares or 199 square kilometers in Argentina via its direct ownership of the mining rights or through its interests in various trusts that own mining rights as described below.

As of December 31, 2023, Minsud, through its subsidiary MSA, owned 100% of the Minas de Pinto, Chita and Brechas Vacas core properties and the five adjacent properties (Chita Este, Brechas Vacas Oeste, Chita Norte, Chita Sur and Fortuna I). On November 15, 2023, Minsud exercised its option to purchase the remaining 35% beneficial interest in the Minas de Pinto Trust, and has become the indirect owner of 100% of the Minas de Pinto property.

A 0.6% net smelter return royalty (“NSR”) is payable to the Brechas Vacas property owners, with Minsud having the option to purchase a 0.3% NSR at any time for a one-time payment of US$400,000. A 2% NSR on future production revenue from the Chita Norte and Chita Sur exploration permits is payable to Troy Resources Argentina Ltd. Minsud has the right to purchase one half or 1% of the NSR royalty by paying US$750,000. A 2% NSR on future production revenue from the Fortuna I exploration permit is payable to Teck Argentina Ltd. Minsud has the right to purchase one half or 1% of the NSR royalty by paying US$600,000.

As of December 31, 2023, the Company owned 100% of the mining rights at La Rosita project (5,986 ha), a gold and silver prospect located within the Deseado Massif in Santa Cruz Province. On January 15, 2024, the Company signed an agreement to transfer it’s ownership to an arm's length acquirer. In exchange for the transfer, MAI will receive a 2.5% net smelter royalty ("NSR") and the acquirer has the option to acquire 50% of the NSR for US$1,500,000.

On November 1, 2019, the Company signed an earn-in agreement (the “Earn-In Agreement”) with South32 Aluminum (Holdings) Pty Ltd (“South32”) to explore the Chita Valley Project. The Earn-in Agreement grants to South32 the right to acquire up to a 50.1% direct interest in MSA at the end of the 4-years Earn-in period.

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On April 13, 2023, in accordance with the Earn-In Agreement, South32 exercised its Earn-In Right to acquire 50.1% of MSA.

On April 5, 2024, Minsud announced the issuance to South32 of a 50.1% ownership interest in MSA. Pursuant to its exercise of its Earn-In Right, South32 has subscribed for MSA shares representing a 50.1% ownership interest (the “MSA Shares”) in consideration for South32’s already funded capital contributions to MSA of C$27 million under the Earn-In Agreement (the “South32 Initial Capital Contribution”). Further, MAI will not be obligated to contribute any amount to an approved program and budget for the Chita Valley Project until the later of (i) the date on which the aggregate of the South32 Initial Capital Contribution and future amounts contributed and funded by South32 in respect of MSA approved programs and budgets equals C$42 million and (ii) April 5, 2026.

BUSINESS DEVELOPMENTS DURING THE YEAR ENDED DECEMBER 31, 2023

Financing

Since June 2012, management has been able to raise more than $12.5 million through fourteen non-brokered private placements from investors that share the Company’s long-term vision.

The Company’s most recent financing occurred in December 2021, when the Company raised $350,000 and $627,000 through the exercise of stock options and warrants, respectively.

Projects

On March 26, 2018, Minsud filed a National Instrument 43-101 (“NI 43-101”) Technical Report and updated Mineral Resource Estimate on the Chita South Porphyry Deposit. The Mineral Resource Estimate considers copper as a primary consideration along with molybdenum, gold and silver mineralization. The latest estimate includes Indicated Resources of 33.02 million tonnes at a grade of 0.43% Cu, 0.07 g/t Au 2.28 g/t Ag and 0.018% Mo and Inferred Resources of 8.59 million tonnes at a grade of 0.40% Cu, 0.07 g/t Au. 1.73 g/t Ag and 0.016% Mo.

However, the mineral potential of the Chita Valley Project as a whole goes far beyond the Indicated and Inferred Resources at Chita South Porphyry. The results from Phase IV exploratory activities, together with previous drilling phases, have expanded the Chinchillones porphyry-epithermal system, now thought to encompass at least 2 km x 2 km footprint, and open at depth exceeding 850m (limit of previous drilling). Drilling has demonstrated superimposed broad zones of polymetallic Zn-Pb-Cu-Au-Ag mineralization hosted in linear hydrothermal breccia bodies of both epithermal high sulfidation and intermediate sulfidation affinities. These breccia bodies are believed to be fed from at least two separate porphyry centers.

With favourable topography, abundant water, access to power, excellent infrastructure and friendly climate, the Chita Valley Project has the field conditions to explore on a year-round basis and no active alpine glaciers are possible below approximately 4,100 m ASL.

EARN-IN AGREEMENT WITH SOUTH32

On November 1, 2019, the Company, MAI and MSA, signed the Earn-In Agreement with South32, a whollyowned subsidiary of South32 Limited, to explore the Chita Valley Project. Minsud and South32 are together referred to as the “parties”.

South32 Limited is a globally diversified mining and metals company producing bauxite, alumina, aluminum, energy and metallurgical coal, manganese, nickel, silver, lead and zinc at its operations in Australia, Southern Africa and South America.

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- Earn In Agreement and Amended Earn In Agreement

The Earn-In Agreement grants to South32 the right to acquire up to a 50.1% direct interest in MSA at the end of the earn-in period.

Under the Earn-in Agreement, South32 will provide up to $14 million in capital contributions to MSA over a period of 4 years, as follows: (i) not less than $3.5 million by December 31, 2020; (ii) not less than an aggregate of $7 million by December 31, 2021; (iii) not less than an aggregate of $10.5 million by December 31, 2022; and (iv) not less than an aggregate of $14 million by December 31, 2023. South32 has the right to withdraw at the end of each year. Once South32 has complied with its funding obligations, South32 may exercise its right to acquire a 50.1% direct interest in MSA by electing to subscribe for 10% of MSA's shares, in consideration for its funding, and acquire the remaining 40.1% of MSA's shares from MAI for a consideration of $14 million.

In accordance with the terms of the Earn-In Agreement, as amended between South32 and Minsud, South32 had the right to exercise its Earn-In Right upon advancing initial capital contributions to MSA of no less than C$14 million (the “South32 Initial Capital Contribution”) for a period of four years in order to fund MSA’s exploration programs. South32 advanced the South32 Initial Capital Contribution within a period of three years and on April 13, 2023, in accordance with the Earn-In Agreement, exercised its Earn-In Right to acquire 50.1% of MSA. Upon exercise of the Earn-in Right, the Prefeasibility Study Election, Bankable Feasibility Study Election and Purchase Election included in the original Earn-in Agreement, and disclosed in the Company's previous consolidated financial statements were removed.

As part of the exercise of the Earn-In Right the parties to the Earn-In Agreement have agreed to certain amendments to the Earn-In Agreement and the Shareholders’ Agreement. One such amendment (the “Cash In Option”) allows the Company to elect for South32’s acquisition of the 50.1% stake in MSA to be effected by way of a subscription for shares of MSA in consideration for South32’s Initial Capital Contribution. Pursuant to the Cash In Option, MAI will not be obliged to contribute any amount to an approved program and budget until the aggregate of the South32 Initial Capital Contribution and the amounts contributed and funded by South32 in respect of MSA approved programs and budgets following the South32 Initial Capital Contribution equals C$42 million.

On November 24, 2023, the Company exercised its Cash-In Option (and the acquisition of 50.1% ownership interest in MSA was expected to be completed on the earlier of (i) the completion of the Year 4 annual exploration program; and (ii) February 14, 2024. (the “Completion”). The date of Completion was deferred to April 5, 2024 as agreed upon by the parties.

As at December 31, 2023, South32 invested a total of $26,069,236 (US$19,790,310) (2022 - $14,595,812 (US$11,254,842)) to the Earn-in Agreement. These payments have been deferred as a liability and represents a portion of the funding that will form the consideration for South32's investment in MSA, should South32 exercise its right to acquire a 50.1% direct interest in MSA as discussed above.

On April 5, 2024, South32 was issued a 50.1% interest in MSA in consideration for its previously funded capital contributions to MSA of $27,000,000 pursuant to the Earn-in Agreement. At the same time, South32 and MAI entered into a shareholders' agreement to govern the management and operation of MSA which will include further exploration and, if economically feasible, the development and exploitation of the Chita Valley Project. MAI will not be obligated to contribute any amount to an approved program and budget for the Chita Valley Project until the later of (i) the date on which the aggregate of the South32 Initial Capital Contribution and future amounts contributed and funded by South32 in respect of MSA approved programs and budgets equals $42,000,000 and (ii) April 5, 2026.

Geological Features

The Chita Valley Project is located near the northern limit of the present day amagmatic (not volcanic) ChileanPampean (Argentina Sierras Pampeanas) flat slab segment of the Andean Cordillera (~28°–33°S), which is characterized by low-angle subduction of the Nazca plate beneath South America (porphyry copper deposits belt in Chile-Argentina, are related to this tectonic feature).

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The Chita Valley Project is the eastern part of a N-trending, late Oligocene to Miocene magmatic arc, containing numerous porphyry and epithermal deposits and prospects, which spans the northern transition zone between the Chilean-Pampean flat slab segment and the central Andean steep slab, including the Chilean Maricunga gold belt to the north. In the neighboring, El Indio belt, west of Chita (Chile – Argentina border), volcanic rocks are widespread, whereas, where the Chita Valley Project is situated, the volcanic pipe is rather less extensive due to erosional removal during kilometre scale by Miocene uplift to expose the late Paleozoic to Triassic basement, conformed at place by the thin-skinned tectonic Aguas Negras Paleozoic Fm and by crystalline lower conformed by Permian granite intrusive. Thin- and thick-skinned tectonic events are related to emplacements of the major porphyry systems in Chile.

Additionally, porphyry emplacement into the Aguas Negras Fm quartzites, a non-reactive rock with very low permeability, permitted recurrent magmatic fluid pulses which formed late, structurally controlled, fissurefilling veins. These structurally controlled veins with anomalously high Au and Ag values have been emplaced in the lithocap at the top of the Chita South and North and are representative of porphyry continuity below the Chita Valley to the west, below the quartzite lithocap. Phreato-hydrothermal breccias intersected in the recent drill programs are indicative of a deep, eroded porphyry system and high rate of uplift and erosion of the magmatic-hydrothermal system during emplacement.

At the Chinchillones area, a sequence consisting mainly of quartzites of the Aguas Negras Fm are intruded by Quartz diorite-dacite porphyry, presenting typical cross-cutting veins related to a concealed porphyry system below the Chita Valley, which geophysical surveys have confirmed. The Chinchillones target hosts Au-Ag-CuPb-Zn intermediate sulphide vein mineralization and structural characteristics consistent with the structural system observed along a northeast structural trend at Chita North and Chita South which also host anomalously high Au-Cu-Pb-Ag-Zn mineralization of a similar nature.

The 2021-2023 drill results at Chinchillones support continuous polymetallic mineralization (Pb-Ag-Zn-CuAu), affiliated with porphyry Cu-Mo mineralization, occurring in a zone measuring at least 2 km x 2 km. The potential for a large porphyry copper-molybdenum system in the Chinchillones area has been interpreted to remain open at depth.

Drilling has confirmed higher-grade zones corresponding to discrete phreatic hydrothermal breccia bodies traversing the porphyry mineralization, indicating telescoping / hydrothermal collapse of the magmatic system. The presence of multiphase intrusions suggests a cluster of porphyry bodies which would present further compelling exploration targets.

Work Program performed during fiscal 2022:

The Company commenced Phase IV drill program in May 2022 and planned to complete a 26,000 m program by the first quarter of 2023.

The principal objectives of the Phase IV program include further delineation of the mineralized body discovered during the Phases I to III programs (2020 and 2021), test additional centers of polymetallic mineralization at the Chinchillones area and to probe the down-dip continuity to the South Chita Porphyry (PSU) deposit.

Chinchillones Target

The newly drilled holes have confirmed the presence of mineralized intrusive bodies hosting porphyry-style Cu-Au-Mo-Ag at depth, beneath the high sulphidation mineralization intersected near surface.

The results from CHDH22-62 are highly significant as they reveal the presence of a Cu-Au-rich intrusive body with tonalitic composition that differs both compositionally and texturally from the principal dioritic porphyry Cu-Mo body at Chinchillones. This auriferous porphyry traverses a larger mineralized porphyry Cu-Mo body at depth. Importantly, the mineralized porphyry column, which consistently exhibits high Cu grades, is open to at least 850m. Near the surface, a related alteration-mineralization footprint is present, characterized by an extensive zone of advanced argillic alteration (pyrophyllite-kaolinite-silica-alunite) that trends broadly NNE,

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with a strike length of at least 700m and width of 450m.

Drillholes CHDH22-62 and CHDH22-57 now validate the unequivocal presence of a second tonalitic porphyry, which is associated with intra-mineral dacitic bodies. The central porphyry at Chinchillones is believed to be an earlier phase, occurring as roof pendants and angular clasts within the tonalite porphyry-associated dacitic volcanic unit. This provides a clear temporal separation between the two productive porphyries, further supporting the interpretation of distinct mineralizing events.

Near the surface, a high sulphidation system is present, which is characterized by pervasive sulphidic replacement of host rocks, massive sulphidic pods/lenses, pervasive sulphidic disseminations, and sulphides infilling hydrothermal breccia matrix. The sulphides comprise of varying amounts of pyrite, chalcopyrite, covellite, tennantite, enargite, chalcocite, digenite, bornite, sphalerite, galena, calaverite, and hessite.

The drillhole CHDH22-64 has further expanded the extent of Cu-Mo mineralization encountered by the previously reported drillholes ( see press releases dated December 23, 2022, and October 13, 2022 ). With 311m at 0.19% Cu, 0.02 g/t Au, 2.36 g/t Ag and 513ppm Mo from 560m (open at depth) including 75m at 0.15% Cu, 1,095 ppm Mo and 0.19 ppm Re from 796m highlighting higher-grade molybdenum and coincident rhenium mineralization. This drillhole terminated in an intra-mineral hydrothermal breccia, which notably contains fragments of angular to sub-rounded clasts of both tonalite and diorite porphyries. In the last 200 metres, there is remnant potassic alteration with moderate intensity phyllic overprint. Notable features include the presence of stockwork quartz-molybdenite-pyrite-chalcopyrite veinlets, porphyry-related B and A veins, and K-feldspar veinlets.

The drilling phases completed in 2020 and 2021 confirmed a productive advanced argillic alteration (pyrophyllite-quartz-pyrite) hosting high sulphidation mineralization zone (tennantite-chalcopyrite-sphaleritegalena-enargite), encroaching down to 300m below surface and occupying almost the entire eastern edge of the Chinchillones porphyry-epithermal complex. The drillholes in this sector intersected slivers of the mineralized porphyry amongst advanced argillic-altered dacitic lithologies. It is interpreted that these porphyry Cu-Mo bodies progress to a much larger and higher-grade mineralization at depth or along strike.

The drillholes CHDH22-43 and CHDH22-50, yielded high-grade high sulphidation Cu-Zn-Pb-Ag mineralized intervals occurring in a broad advanced argillic (pyrophyllite-kaolinite-pyrite-secondary silica) altered dacitic lithologies. This important NNE-trending porphyry and epithermal corridor comprise an area of at least 1 kmlong and 350m-wide. Drilling demonstrated that the high sulphidation mineralization extends down-dip to at least 500m.

Drillhole CHDH22-50 yielded mineralized dacitic porphyry affected by strong pyrophyllite-dominated advanced argillic alteration and traversed by highly sulphidic intra-mineral hydrothermal breccias. This hole, together with CHDH22-47, confirmed a mineralized dioritic Cu-Mo porphyry at depth. The best intervals are from 77 to 719m, 642m with 0.27% Cu and 7.4 g/t Ag which include high sulphidation structures of about 20m thick at 1.51% Cu, 0.20 ppm Au, 31ppm Ag.

Drillhole CHDH22-43 yielded 90m of advanced argillic altered phreatic hydrothermal breccia. Mineralization is largely as disseminated Cu sulphides with 112m at 0.42% Cu from 30m to 142m, emplaced along the contact of a dacite porphyry with the quartzites of the Permian Aguas Negras Fm.

Drillhole CHDH22-47 intersected advanced argillic-altered dacitic porphyry cut by late, lower-grade dacites. The most interesting sections range from 278m to 474m with 196m of 0.22% Cu; and from 574m to 782 m, 208m at 0.20% Cu and 178ppm Mo. This section heralded the commencement of porphyry-type mineralization towards the end of the drillhole. Although the Cu values are of moderate grade, a mineralized dioritic porphyry was confirmed.

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South Porphyry Target (PSU)

Drillholes CHDH22-48 and CHDH22-49 tested the Chita South Porphyry (PSU) at depth. Cu-Mo mineralization was confirmed below 120m, at least up to 250 m depth. The low-level As-Sb and Zn-Pb-Ag-Au values are thought to indicate deeper erosional level compared to the emplacement level at Chinchillones, where high sulphidation veins and replacement are more pervasive.

Drillhole CHDH22-48 intersected 212m from 32m to 244m at 0.25% Cu, 200 ppm Mo. The hole intersected NE-trending 10-15m veins and vein network (interpreted to be intermediate sulphidation type veins) hosting Zn-Pb-Ag-Au. This drillhole was terminated at 578 m due to drilling difficulties and did not reach the planned depth.

Drillhole CHDH22-49 reached a total depth of 750.3m. Moderate to strong potassic alteration was observed throughout the hole. The current results of Phase IV, together with previous drilling phases, confirmed the continuity of a Cu-Mo porphyry system to the northeast. This mineralization style is thought to support a highly telescoped system. The Chita Valley porphyry system and related epithermal mineralization represent a large magmatic-hydrothermal system, along approximately 4 km strike and spanning the east-west-trending Chita Valley corridor.

Work Program performed during fiscal 2023:

The drilling program commenced in 2022 continued, as planned, into 2023. Since the commencement of the Earn-in agreement with South32, a total of ninety-eight (98) drillholes have been completed to date, encompassing 63,168 metres. In 2023, Minsud completed 25,986.4 metres of diamond drilling. Of this, 16,148.4 metres were from scout drilling and 9,838.0 metres were from the infill drilling program. The current results of the Phase IV exploratory activities, together with previous drilling phases, have confirmed an expanded Chinchillones porphyry-epithermal system, now estimated to cover a minimum area of 2 km x 2 km. The zone is open to more than 1,000m depth, which was the limit of previous drilling equipment utilized on the project. Significant results are shown below.

Continued drilling in Phase IV was mainly concentrated in the SW-NE corridor at the eastern end of the Chinchillones target. Drilling tested the lateral and depth continuity of the previously reported drillholes CHDH23-73 and CHDH23-62, the High-Grade sector of the main mineralized bodies.

Drillholes CHDH23-82 through CHDH23-98 intersected porphyritic dacite bodies with disseminated and early mineralization hosted in veinlets, with marked advanced argillic alteration, superimposed on quartz-sericitic alteration of the early bodies at depth. These dacites are cross-cut by high-grade hydrothermal-intrusive breccias. Cu-Au mineralization occurs disseminated in the porphyritic dacite and largely within the breccia matrix. The geometry and extent of this zone has not yet been fully established, but this confirms the high-grade mineralization found at depth in previously reported holes.

2023 drilling at the Chinchillones Target was highly successful in defining further mineralization at the target and has yielded results beyond initial expectations, demonstrating the Project’s scale and potential as significantly greater than previously anticipated.

Chinchillones Target

CHDH23-69 was drilled to test the continuity of the polymetallic trend in the Chinchillones West Area. It was drilled with an orientation of 135°/-80° and reached a depth of 1,242 metres. Significant polymetallic (Zn-PbAu-Cu-Mo) mineralization intervals for drillhole CHDH23-69 included 786.0m @ 0.43% Cu, 368 ppm Mo, 0.23 g/t Au and 15.78 g/t Ag, from 456 to 1,242m (open at depth). The drillhole intersected a high-grade breccia body emplaced within precursor diorites hosting early mineralization A and B veins that is at least 120 metres wide and remains open along strike. The geometry and extent of this body are yet to be fully established. These hydrothermal breccia characteristics are affiliated with, and are thought to form part of, the mineralized breccias

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found in other drillholes. Thus, this zone of higher-grade breccias has a drill-demonstrated strike length of at least 250m and a vertical column of at least 600m.

CHDH23-73 was drilled to test the continuity of the NNE trend containing high sulphidation mineralization and strong advanced argillic alteration in the east Chinchillones area. 670.0m @ 0.30% Cu, 0.13 g/t Au and 4.17 g/t Ag, from 360 to 1,030m (open at depth). This hole was comprised of intercalated phreatomagmatic breccia and fine to medium grained porphyritic dacite. Rocks exhibit moderate sericitic alteration with superimposed silicification and mineralization appearing as 5% sulphides (dominantly pyrite + chalcopyrite) in zoned disseminations and veinlets.

CHDH23-75 was drilled with an orientation of 135°/-75° to a depth of 483.2 metres. 296.0m @ 0.36% Cu, 0.10 g/t Au, 6.85 g/t Ag, 0.16% Zn, from 54.0 to 350.0m. Intercalated, matrix-supported phreatomagmatic breccia and dacite bodies. Breccia is comprised of subangular dacite and quartzite fragments. Medium to strong advanced argillic alteration (kaolinite + pyrophyllite) and 5-7% sulphides. HS (high sulphidation) zone comprises pyrite + enargite + chalcopyrite + tennantite.

CHDH23-79 was drilled with an orientation of 315°/-75° to a depth of 305 metres. 263.0m @ 0.28% Cu, 0.15 g/t Au, and 8.92 g/t Ag, and 0.16% Zn from 35.0 to 298.0m. Intercalated phreatomagmatic breccia and dacite. Matrix-supported breccia is comprised of rounded to subrounded quartzite and dacite fragments of variable size in a dacitic rock flour matrix. Moderate advanced argillic alteration (dickite-pyrophyllite) and cavity-fill.

CHDH23-82 was drilled with an orientation of 315°/-75° to a depth of 921 metres. The hole intersected 767.0m @ 0.25% Cu, 0.05 g/t Au and 4.91 g/t Ag from 154m depth, including 18.0m @ 0.95% Cu, 0.21 g/t Au, 10.06 g/t Ag from 684m depth. The drillhole was comprised of intercalated phreatomagmatic breccia and fine to medium grained porphyritic dacite, with moderate to strong advanced argillic alteration with pyrophyllite and kaolinite. Few local pyrite veins with moderate (3-5%) disseminated chalcopyrite, chalcocite, and pyrite. 5 to 10 cm HS veins between 380 to 400m with chalcopyrite, tennantite, and sphalerite.

CHDH23-87 was drilled with an orientation of 315°/-75° to a depth of 850 metres. The hole intersected 700.0m @ 0.23% Cu, 0.08 g/t Au, 5.47 g/t Ag, from 112m, including 18.0m @ 1.77% Cu, 0.40 g/t Au, 101.2 g/t Ag, 0.32% Zn, from 112m. The drillhole was comprised of medium-grained porphyritic dacite with argillic alteration, moderate sulphides and few fine HS veins. Highlights included abundant Cu-Zn in a fracture zone (pyrite-chalcopyrite-tennantite-sphalerite +/- galena). At depth, medium to fine grained porphyritic diorite with moderate quartz-sericite alteration and pyrophyllite in fracture fill and HS veins. Abundant molybdenite in quartz veins, with early microveins associated with chalcopyrite and digenite. Finely disseminated mineralization in cavity fills and veins. Moderate (5-7%) sulphides.

CHDH23-88 was drilled with an orientation of 315°/-75° to a depth of 801 metres. The hole intersected 715.0m @ 0.24% Cu, 0.11 g/t Au, and 4.92 g/t Ag from 86.0m to end of hole, open at depth, including 34.0m @ 1.33% Cu, 0.71 g/t Au, and 6.13 g/t Ag from 582.0 to 616.0m. The drillhole was comprised of porphyritic dacite. Moderate to strong quartz-sericite alteration and pervasive silicification. Abundant mineralization with moderate pyrite and chalcopyrite. From 746m, medium-grained porphyritic diorite with moderate chloritic/sericitic alteration and advanced argillic alteration in fractures and moderate frequency veins. Moderate (3-5%) sulphides, dominantly pyrite with chalcopyrite, sphalerite, tennantite and molybdenite.

CHDH23-91 was drilled with an orientation of 315°/-75° to a depth of 850 metres. The hole intersected 386.0m @ 0.27% Cu, 0.07 g/t Au and 3.19 g/t Ag, 200 ppm Mo, from 458.0m depth. Up to 530.3m, the drillhole was dominantly comprised of intercalated, clast-supported, phreatomagmatic breccia. The breccia body hosts mineralized clasts of dacitic composition, quartzites and early dioritic porphyry. There are intervals with late silicification and high sulphidation veins. Strongly silicified zones host up to 5% sulphides (pyrite-tennantitesphalerite-molybdenite-chalcopyrite). A medium grained tonalite porphyry was encountered from 530m hosting stockwork, B+A and Mo veins with up to 5-7% sulphides (pyrite-chalcopyrite-molybdenite-sphalerite).

CHDH23-95 was drilled with an orientation of 135°/-70° to a depth of 826 metres. The hole intersected 194.0m @ 0.27% Cu, 0.03 g/t Au and 7.16 g/t Ag, 479 ppm Mo, 1858 ppm Zn, from 570.0m depth. The drillhole was

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comprised of medium to fine grained, early dioritic porphyry. Moderate quartz-sericite alteration overprinted potassic alteration. There is a strong stockwork zone, with 20-25 vein/m frequency of B-type (with molybdenite) and A-type veins. Sulphides up to 3-5% (pyrite-chalcopyrite-molybdenite) occur as disseminations and in early quartz veins. Abundant chalcopyrite and molybdenite in quartz veins.

CHDH23-96 was drilled with an orientation of 315°/-65° to a depth of 801 metres. The hole intersected 555.0m @ 0.43% Cu, 0.19 g/t Au and 4.80 g/t Ag, from 246m depth, including 44.0m @ 1.12% Cu, 0.29 g/t Au, 9.52 g/t Ag, from 462.0m depth. The drillhole was comprised of intercalated phreatomagmatic breccias and fine to medium grained porphyritic dacite. Dominantly matrix-supported, polymictic, advanced argillic-altered dacitic breccias. Significant mineralization occurs as minute, frequent sulphide disseminations and in high sulphidation veins hosting up to 5% pyrite-bornite-sphalerite-tennantite. Narrow intervals of high sulphidation veins with more than 50% sulphides. This higher-grade intercept shows potential continuity with the high-grade intercepts from CHDH23-73, CHDH22-62, CHDH23-69, CHDH23-77, CHDH22-57 and CHDH23-81, all of which exhibit similar Cu-Au geochemistry.

New Target to the NE of Chinchillones

Hole CHDH23-70 was drilled to a depth of 618.2 metres. Intersected 8.0m @ 0.49% Cu, 0.19 g/t Au and 10.45 g/t Ag from 372.0 to 380.0m, as well as 16.0m @ 0.40% Cu, 1.14 g/t Au, and 4.56 g/t Ag, from 564.0 to 580.0m. Intersected narrow, high-sulphidation structures measuring 8 and 16 metres containing chalcopyrite, pyrite and sphalerite.

Link Zone Target

The Link Zone target is located between the South Porphyry (aka PSU) and Chinchillones targets. Scout drilling in this area has confirmed the presence of high-grade mineralized structures hosted in the sedimentary Aguas Negras Formation and Tertiary-aged domes.

CHDH23-72 is located on the eastern edge of the Link Zone. It was drilled with an orientation of 135°/-65° to a depth of 762 metres. Intersected 166.0m @ 0.11% Cu, 180 ppm Mo, 515 ppm Zn, from 132.0 to 298.0m and 34.0m @ 0.12% Cu, 8.39 g/t Ag, 0.15% Zn, from 684.0 to 718.0m. From 246m to 509m intercalated early dioritic and andesitic porphyries were intersected, which could correspond to the West extension of the Chita primary porphyry (PSU).

Work Program performed during fiscal 2024 to the date of this MD&A:

The drilling program commenced in 2022 continued, as planned, through 2023 and into 2024. On February 14, 2024, MSA announced that it would be continuing the Chinchillones infill drilling program covering an area of approximately 2.5 square kilometres, for the purpose of generating a mineral resource estimate on the Property. Originally announced on November 20, 2023, the program now comprises 27,488 metres of diamond drilling, distributed in 32 drillholes. A total of 13 drillholes totaling 9,838 metres (CHDH23-86 to CHDH23-98) were completed by the end of December 2023. Grid interval/hole spacing is currently set at approximately 150 metres. The average depth of the planned drilling is approximately 800 metres. This phase of drilling is expected to be completed by the third quarter of 2024. The goal of the continued drilling includes outlining the geometry of the high-grade Cu-Au body identified in CHDH22-62 through CHDH23-69 and CHDH23-96, associated with the eastern edge of the Dome.

The 2024 roadmap announced in the February 14, 2024 news release also included: (1) continuation of metallurgical testing on representative domains to stablish high, medium, and low-grade domains for metallurgical and recovery testing; (2) continuation of mineralogical studies, Terraspec, TIMA, and QXRD on sample; (3) to obtain an NI 43-101 resource estimate at the Chinchillones area within Chita Valley Project by the end of Q4 2024, and; (4) continuation of the development of new Exploration Targets identified during geological mapping surveys completed in 2023.

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SELECTED ANNUAL INFORMATION

The following selected financial data for the financial years ended December 31, 2021, 2022 and 2023 are derived from the audited Consolidated Financial Statements of the Company for the financial years ended December 31, 2021, 2022 and 2023.

As at and for the Year Ended December 31, 2023 ($) As at and for the Year Ended December 31, 2022 ($) As at and for the Year Ended December 31, 2021 ($) Net loss for the year (9,903,629) (3,614,812) (2,161,084) Comprehensive income (loss) for the year (10,707,777) (1,178,409) (74,879) Loss per share, basic and diluted (0.06) (0.02) (0.01) Loss per share from continuing operations, basic and diluted (0.06) (0.02) (0.01) Non-current assets 27,767,183 27,513,327 18,906,790 Current Assets 3,940,507 3,582,698 3,189,421 Non-current liabilities - 19,720,687 9,844,096 Current Liabilities 26,734,769 928,657 1,099,676 Working Capital (22,794,262) 2,654,041 2,089,745 Share Capital 19,388,155 19,328,842 19,371,637 Shareholders’ Equity 4,972,921 10,446,681 11,152,439	As at and for the Year Ended December 31, 2023 ($) As at and for the Year Ended December 31, 2022 ($) As at and for the Year Ended December 31, 2021 ($) Net loss for the year (9,903,629) (3,614,812) (2,161,084) Comprehensive income (loss) for the year (10,707,777) (1,178,409) (74,879) Loss per share, basic and diluted (0.06) (0.02) (0.01) Loss per share from continuing operations, basic and diluted (0.06) (0.02) (0.01) Non-current assets 27,767,183 27,513,327 18,906,790 Current Assets 3,940,507 3,582,698 3,189,421 Non-current liabilities - 19,720,687 9,844,096 Current Liabilities 26,734,769 928,657 1,099,676 Working Capital (22,794,262) 2,654,041 2,089,745 Share Capital 19,388,155 19,328,842 19,371,637 Shareholders’ Equity 4,972,921 10,446,681 11,152,439	As at and for the Year Ended December 31, 2023 ($) As at and for the Year Ended December 31, 2022 ($) As at and for the Year Ended December 31, 2021 ($) Net loss for the year (9,903,629) (3,614,812) (2,161,084) Comprehensive income (loss) for the year (10,707,777) (1,178,409) (74,879) Loss per share, basic and diluted (0.06) (0.02) (0.01) Loss per share from continuing operations, basic and diluted (0.06) (0.02) (0.01) Non-current assets 27,767,183 27,513,327 18,906,790 Current Assets 3,940,507 3,582,698 3,189,421 Non-current liabilities - 19,720,687 9,844,096 Current Liabilities 26,734,769 928,657 1,099,676 Working Capital (22,794,262) 2,654,041 2,089,745 Share Capital 19,388,155 19,328,842 19,371,637 Shareholders’ Equity 4,972,921 10,446,681 11,152,439
	Net loss for the year Comprehensive income (loss) for the year Loss per share, basic and diluted Loss per share from continuing operations, basic and diluted Non-current assets Current Assets Non-current liabilities Current Liabilities Working Capital Share Capital Shareholders’ Equity	As at and for the Year Ended December 31, 2023 ($) As at and for the Year Ended December 31, 2022 ($) As at and for the Year Ended December 31, 2021 ($)
		(9,903,629) (3,614,812) (2,161,084) (10,707,777) (1,178,409) (74,879) (0.06) (0.02) (0.01) (0.06) (0.02) (0.01) 27,767,183 27,513,327 18,906,790 3,940,507 3,582,698 3,189,421 - 19,720,687 9,844,096 26,734,769 928,657 1,099,676 (22,794,262) 2,654,041 2,089,745 19,388,155 19,328,842 19,371,637 4,972,921 10,446,681 11,152,439

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Project expenditures for the year ended December 31, 2023 are as follows:

Year ended December 31, 2023	Chita ($)	Brechas Vacas ($)	Minas de Pinto ($)	Other ($)	Total ($)
Acquisition costs (a)	7,407	7,407	1,112,247	NIL	1,127,061
Drilling	7,479,488	2,204,638	472,969	NIL	10,157,095
Road	136,783	132,316	41,560	NIL	310,659
Assays	1,089,317	448,456	39,267	NIL	1,577,040
Labour and Technical Fees	915,848	701,219	259,723	NIL	1,876,790
Vehicles and Equipment	95,723	71,094	20,365	NIL	187,182
Travel and Lodging	85,833	27,631	7,517	NIL	120,981
Project Management	(1,099,682)	(319,782)	18,209	NIL	(1,401,255)
Current Expenditures	8,710,717	3,272,979	1,971,857	NIL	13,955,553
Currency Translation Adjustment	(23,586,616)	(12,140,294)	(5,458,985)	(8,499)	(41,194,394)
Effects of Hyperinflation	15,763,881	8,255,006	3,550,099	11,694	27,580,680
Write-offs	NIL	NIL	NIL	(16,519)	(16,519
Balance –beginning of Year	14,906,432	8,366,134	3,764,402	13,324	27,050,292
Balance – end of Year	15,794,414	7,753,825	3,827,373	NIL	27,375,612

(a) See Chita Valley Project section “Mining rights” discussed previously and note 6 to the Consolidated Financial Statements.

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Project expenditures for the year ended December 31, 2022 are as follows:

Year ended December 31, 2022	Chita ($)	Brechas Vacas ($)	Minas de Pinto ($)	Other ($)	Total ($)
Acquisition costs (a)	49,589	9,985	122,254	NIL	181,828
Drilling	2,848,475	366,510	9,019	NIL	3,224,004
Road	105,366	81,633	24,983	NIL	211,982
Assays	458,752	254,558	5,720	NIL	719,030
Labour and Technical Fees	463,488	412,014	81,730	NIL	957,232
Vehicles and Equipment	64,508	74,666	13,238	NIL	152,412
Travel and Lodging	53,764	27,737	4,703	NIL	86,204
Project Management	(659,666)	(293,048)	(42,558)	NIL	(995,272)
Current Expenditures	3,384,276	934,055	219,089	NIL	4,537,420
Currency Translation Adjustment	(5,176,318)	(3,225,106)	(1,486,342)	(5,620)	(9,893,386)
Effects of Hyperinflation	6,994,636	4,468,449	2,074,058	7,915	13,545,058
Balance –beginning of Year	9,703,838	6,188,736	2,957,597	11,029	18,861,200
Balance – end of Year	14,906,432	8,366,134	3,764,402	13,324	27,050,292

(a) See Chita Valley Project section “Mining rights” discussed previously and note 6 to the Consolidated Financial Statements.

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Chita Valley Project (Chita – Brechas Vacas – Minas de Pinto)

During the year ended December 31, 2023, the Company spent $13,955,553 on the continued exploration of the Chita Valley Project, an increase of $9,418,133 when compared to expenditures of $4,537,420 during the year ended December 31, 2022.

During the 2020, 2021, 2022 and 2023 fiscal years, the Company successfully conducted and executed the “Approved Program and Budget” as defined in the Earn-in Agreement. The first year of the agreement covered 14 months, commencing on November 1, 2019, and ending on February 28, 2021; the second year covered 12 months commencing on March 1, 2021 and ending on February 28, 2022; the third year covered 12 months commencing on March 1, 2022 and ending on February 28, 2023; the forth year covered 12 months commencing on March 1, 2023 and ending on February 28, 2024.

• Drilling program: Since the commencement of the Earn-in agreement with South32, a total of ninety-eight (98) drillholes have been completed to date, encompassing 63,168 metres. In 2023, Minsud completed 25,986.4 metres of diamond drilling distributed in 33 drillholes. Of this, 16,148.4 metres were from scout drilling and 9,838.0 metres were from the infill drilling program. In 2022, the Company completed 15,836 metres distributed in 23 drillholes.

• Mineralogical studies During the year ended December 31, 2022, the Company hired a laboratory from Colombia to complete chalcographic and petrographic studies. During 2023, the Company hired Corescan to complete spectral scanning, data processing and data reporting for 4,000m of diamond drill core. Corescan’s hyperspectral core imager system integrates hyperspectral imaging (mineralogy), high resolution RGB images (photography) and 3D surface profiling (morphology) to identify mineralogical assemblages and map surface structure, delivering advanced geological models for greenfield exploration, through to ore processing and mine optimization. Additionally, the Company has continued to complete chalcographic and petrographic studies.

• Baseline studies: During 2022 and 2023, the Company continued performing quarterly surveys to analyze the characteristics and quality of the water, the stream water flow volume and laboratory assays at several points along the Chita Valley. During 2022 and 2023, the Company also completed a Flora & Fauna survey for spring seasons, together with wetlands and limnology studies to analyze biological characteristics of the water and an archeological survey at Brechas Vacas property. Also, in 2023, the Company completed an underground water survey, with the objective of obtaining a first approach to the functioning of the underground water system in the area and lay the foundations for future research and more detailed analysis.

• Community Relationship Program: Since 2020, the Company has carried out a community relations program designed to guide the interactions with the local communities and other stakeholders to establish and maintain the social license required to operate the project from the exploration stage towards the prefeasibility of the Chita Valley project. The Community Relationship Program is mainly based on key pillars such as water, health, and education. During 2023, the Company completed several community actions including the donation of all the necessary materials to execute a civil work for the extension and repair of the drinking water network in Bella Vista, Iglesia.

• Legal measurement (Mensura): During January 2021, the Company completed the legal measurements of the boundaries of Chita IV, V and VI which have been approved by the Ministry of Mines. As of the date of this MD&A the Company has already begun the legal measurements of the boundaries of Brechas Vacas block (including mineral properties Luis, Luis I and Luis IV) and Fortuna I, which are expected to be filed under the Ministry of Mines by second quarter 2024.

• Minas de Pinto trust: On May 6, 2020, MSA entered into a Transfer Agreement, pursuant to which MSA acquired an additional 15% interest in the Minas de Pinto Trust in exchange for aggregate cash payments of US$400,000, payable in eight semi-annual payments of US$50,000 starting on May 7, 2020 until November 7, 2023. Furthermore, the parties entered a second addendum to the Option, which would allow MSA to purchase the remaining 35% interest in the Minas de Pinto Trust by paying US$935,000 on or before April 7, 2024. As of the date of this MD&A, the Company has paid all eight installments for a total amount of US$400,000 ($527,373),and has also exercised the option to purchase the remaining 35% beneficial interest in the Minas de Pinto Trust for US$935,000, following which it became the indirect owner of a 100% interest in the Minas de Pinto property through its 100% beneficial interest in the Minas de Pinto Trust. Upon acquisition of the 100%

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beneficial interest in the Minas de Pinto Trust, the Trust was dissolved and the properties were transferred to MSA, resulting in direct ownership of the properties by MSA.

• Equipment and infrastructure: During fiscal 2022, several fixed asset investments were made at the Chita camp: purchased two new 4WD vehicles, acquired an automated drill-core cutting machine to increase safety and efficiency in operations, an x-ray fluorescence (XRF) analyzer, a 50Kva power generator, a satellite internet repeater, a 55m[2] office module container fully equipped with kitchen and full toilet, and a biodigester system to ecologically process the effluents reducing environmental impact. Also, during 2022, maintenance work was completed at the Chita warehouse to increase safety and enhance operations on site. An additional maritime container was purchased and conditioned to be used as storage at the Chita camp. During 2023, the Company continued investing in equipment and infrastructure and made several investments to continue enhancement of its operations: purchased three additional 4WD vehicles, acquired a binocular microscope with zoom range 8:1, completed the set up of its new warehouse in San Juan city of 1,500 m[2] , installing a total of 154 racks of four levels each increasing storage capacity up to 1,300 pallets (180,000 m of drill core), set up a new office in San Juan city for the operations team and a meeting point.

• Mining canons: The Company is up to date with its mining canon obligations, which are the amounts to be paid to maintain its mining rights. As of the date of this MD&A, the Company paid its mining canon obligations for the first two semesters of fiscal 2023 and first semester of fiscal 2024 for all of its mineral properties.

• Mina Gabriela: On July 4, 2022 the Company signed an agreement with San Juan Mining S.A. to acquire a mineral property named “Mina Gabriela” located in the central area of the Chita Valley Project, in San Juan Province, Argentina. Under the terms of the Transfer Agreement singed, Minsud acquired 100% of Mina Gabriela’s rights for a cash purchase price of US$30,000. The “Mina Gabriela’’ property has an area of 30 hectares which is within and overlapping the Chita property.

• Trust Agreement with Landowners: On December 5, 2022, the Company signed a "Trust Agreement" with landowners in the Chita Valley Project. The Trust Agreement grants the purchase option of the property for a cash payment of US$1,500,000 (the "Purchase Price") during a term of 15 years, which can be paid at any time during the life of the Trust Agreement. The Purchase Price turns into an obligation if an "Acceleration Event" occurs, such as a confirmation by the Ministry of Mining of the Province of San Juan approving the feasibility study of the Chita Valley Project. To maintain the purchase option in good standing, the Company must comply with the following staggered payment (the "Maintenance Payments"): from year one to year five, annual payments of US$20,000; from year six to year ten, annual payments of US$40,000; and from year eleven to year fifteen, annual payments of US$100,000. The Maintenance Payments are in addition to the Purchase Price and are required until the Company's satisfaction of the Purchase Price. After the end of each five-year tranche, the Company must demonstrate to the trustee and Trustors a minimum annual investment of US$1,000,000 under the "Mineral Properties" asset, as disclosed in its annual consolidated financial statements.

OPERATING ACTIVITIES AND FINANCIAL PERFORMANCE

During the year ended December 31, 2023, the Company incurred total expenses of $9,932,751 representing an increase of $6,323,130 when compared to expenses of $3,609,621 for the year ended December 31, 2022.

Cash expenses incurred by the Company of $990,235 for the year ended December 31, 2023, represent an increase of $278,294 when compared to cash expenses of $711,941 for the year ended December 31, 2022. The increase is a result of increased professional fees and general and administration expenses.

Professional and regulatory fees include management salaries and fees paid for the services of the CEO and CFO, as well as general accounting, audit, legal, consulting and regulatory fees. The Company incurred professional and regulatory fees of $751,552 during the year ended December 31, 2023. These expenses represent an increase of $176,758 when compared to expenses of $574,794 incurred during the year ended December 31, 2022. The increase is mainly related to an increase in management compensation, legal and consulting fees during the year ended December 31, 2023.

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The Company incurred marketing and communications expenses of $18,389 during the year ended December 31, 2023, representing a decrease of $12,781 when compared to expenses of $31,170 incurred during the year ended December 31, 2022.

The Company incurred general and administrative expenses of $159,834 during the year ended December 31, 2023, which represents an increase of $102,759 when compared to expenses of $57,075 incurred during the year ended December 31, 2022. The increase is primarily a result of increased labor costs in MSA.

The Company incurred taxes on ownership of MSA of $60,460 during the year ended December 31, 2023, which represents an increase of $11,558 for the year ended December 31, 2023, when compared with expenses of $48,902 incurred during the year ended December 31, 2022. This tax represents 0.5% of the net assets held by a foreign company on an Argentinean subsidiary.

During the year ended December 31, 2023, the Company disposed of pieces of equipment for proceeds of $47,838, which resulted in gains on the disposition of the same amount as the assets had been depreciated in full at the time of sale. There were no such transactions during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company wrote off VAT credits in the amount of $791,824, an increase of $271,221 when compared to write-offs of $520,603 during the year ended December 31, 2022. These amounts represent sales taxes paid in Argentina that are no longer refundable to the Company.

The Company incurred the following non-cash expenses that contributed to the net losses for the years ended December 31 2023, and 2022:

• Expenses related to share-based payments during the year ended December 31, 2023, were $5,170,267, an increase of $4,697,616 when compared to share-based payments of $472,651 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company granted 8,050,000 stock options to certain directors, officers, employees and consultants of the Company. During the year ended December 31, 2022, the Company granted 3,060,000 stock options to certain officers of the Company. The fair value of these stock options will be expensed as share-based compensation expense over the vesting period of the stock options. The year-over-year increase in share-based payment expense is related to the fair value of the stock options granted during fiscal 2023 and the continued vesting of the stock options granted during fiscal 2022.

• As a result of Argentina’s hyper-inflationary economy and the accounting of it, the Company incurred a loss of $2,980,425 during the year ended December 31, 2023, as a result of the application of inflation factors to the net monetary assets (asset less liabilities) of MSA during the year. The Company incurred a loss of $1,904,426 during the year ended December 31, 2022. Argentina has been designated a hyper-inflationary economy since July 1, 2018.

• Finally, the significant downward currency translation adjustment of $804,148 resulted in a comprehensive loss of $10,707,777 during the year ended December 31, 2023. The currency translation adjustments were due to fluctuations in the value of the Argentine Peso against the US Dollar as well as the fluctuation of the Canadian Dollar against the US Dollar. An upward currency translation adjustment of $2,436,403 resulted in an overall comprehensive loss of $1,178,409 during the year ended December 31, 2022.

It should be noted that, historically, the Company’s foreign currency translation in accordance with IFRS has had a negative impact on the Canadian Dollar values of the MSA net assets, and the Company has reported losses related to the foreign currency translation on its consolidated statement of comprehensive loss. This negative impact is the result of the habitual trend in Argentina to devalue its currency due to high internal inflation rates. According to the Central Bank of Argentina, the inflation rate for 2023 was 211.40% (inflation for 2022 was 94.8%). The currency translation adjustments discussed above primarily relate to amounts capitalized as mineral properties. The impact of the translation on the Company’s liquid assets was minimal.

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SELECTED QUARTERLY INFORMATION

The following table shows selected financial information related to the results of the Company´s most recent periods. The information contained in this table should be read in conjunction with the Company´s Financial Statements.

Fiscal Year		2023	2023			2022	2022
For the quarters ended	Dec	Sep	Jun	Mar	Dec	Sep	Jun	Mar
				$
Net Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net loss for the period	(3,616,021)	(2,190,791)	(2,998,273)	(1,098,544)	(1,513,349)	(895,418)	(728,963)	(477,083)
Comprehensive Income (Loss) for the period	(5,434,675)	(1,724,182)	(2,795,629)	(753,291)	(1,702,324)	372,256	265,702	(114,044)
Income (Loss) per share, basic and diluted	(0.03)	(0.01)	(0.02)	(0.00)	(0.02)	(0.00)	(0.00)	(0.00)
Income (Loss) per share from continuing operations, basic and diluted	(0.03)	(0.01)	(0.02)	(0.00)	(0.02)	(0.00)	(0.00)	(0.00)

Factors affecting quarterly results

Fluctuations in quarterly results are primarily caused by the continuation of the effects of Hyperinflation during fiscal 2022 and 2023, and fluctuations of the Argentine Peso against the Canadian Dollar as usually calculated as Currency Translation Adjustment (CTA).

LIQUIDITY AND CAPITAL RESOURCES

The Company had working deficit of $22,794,262 as at December 31, 2023, compared to working capital of $2,654,041 as at December 31, 2022. As at December 31, 2023, the Company held cash and cash equivalents of $3,476,405 versus $2,856,838 as at December 31, 2022. The main cause of the working capital deficiency as at December 31, 2023 is the reclassification of the deferred exploration recovery to current liabilities from non-current liabilities in connection with the issuance of shares of the Company’s subsidiary, MSA, to South32 under the terms of Earn-in Agreement and amendments, which occurred on April 5, 2024.

On January 9[, ] 2023, the Company granted 2,450,000 incentive stock options under the Company’s stock option plan to certain officers, directors, and employees. The stock options are exercisable at a price of $0.30 per share, all of which shall vest as to one-quarter on January 9, 2023, one-quarter on June 9, 2023, one-quarter on January 9, 2024, and one-quarter on June 9, 2024, and shall be exercisable for a period of five years from the date of issuance.

On April 27,2023, the Company granted 100,000 incentive stock options under the Company’s stock option plan to certain directors of the Company. The stock options are exercisable at a price of $0.375 per share, all of which vest immediately and shall be exercisable for a period of five years from the date of issuance.

On May 11, 2023, the Company granted 5,300,000 incentive stock options under the Company’s stock option plan, of which 4,000,000 options were granted to certain directors and the CEO of the Company. The stock options are exercisable at a price of $0.696 per share, all of which shall vest as to one-quarter on May 11, 2023,

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one-quarter on November 11, 2023, one-quarter on May 11, 2024, and the balance on November 11, 2024, and shall be exercisable for a period of five years from the date of issuance.

On August 4, 2023, the Company granted an aggregate of 200,000 incentive stock options to certain consultants of the Company. The options are exercisable at a price of $0.872 per share which shall vest one-quarter on the date of grant, one-quarter on February 4, 2024, one-quarter on August 4, 2024, and one-quarter on August 4, 2024, and shall be exercisable for a period of five years from the date of grant.

On February 11, 2022, the Company granted 3,060,000 incentive stock options under the Company’s stock option plan to certain officers and directors. The stock options are exercisable at a price of $0.30 per share, all of which shall vest as to one-quarter on February 11, 2022, one-quarter on August 11, 2022, one-quarter on February 11, 2023, and one-quarter on August 11, 2023 and shall be exercisable for a period of five years from the date of issuance.

During the year ended December 31, 2023, the Company issued 200,000 common shares for gross proceeds of $63,750 pursuant to the exercise of stock options.

Since inception, the Company has closed fourteen non-brokered private placements and signed the Earn-in Agreement and the Amended Earn-In Agreement with South32 to finance exploration at the Chita Valley Project. In the long term, the Company is dependent on obtaining future financing for the exploration and development of its properties and for any new projects. The Company’s ability to obtain future financings may be affected by several factors including the sustainability of commodity prices and the capital markets for mining business.

Share Capital

As at the date of this MD&A the Company´s share position consists of:

Shares outstanding	164,948,515
Options outstanding	12,626,000
Warrants	-
Put and Call Option	-
TOTAL	177,574,515

Stock Options Outstanding

As at the date of this MD&A the following options are issued and outstanding:

ExercisePrice	Options Vested Options Unvested Remaining Contractual Life (Years) ExpiryDate
$0.10 $0.15 $0.30 $0.30 $0.38 $0.70 $0.872	1,400,000 - 1.24 July 16, 2025 416,000 - 1.82 February 12, 2026 2,810,000 - 2.81 February 11, 2027 1,837,500 612,500 3.72 January 9, 2028 50,000 - 4.02 April 27, 2028 2,650,000 2,650,000 4.06 May 11, 2028 100,000 100,000 4.29 August 4, 2028 9,263,500 3,362,500 3.33

Put and Call Option

Upon completion of the Minsud Transaction, the Company entered into a put and call option agreement with Compañía de Tierras Sud Argentino S.A. in connection with the 542,600 shares of MSA not acquired by the Company (which represented 5% of the total number of issued and outstanding shares of MSA at the time of acquisition) which included an irrevocable covenant to not divest or encumber such shares. The put and call

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option agreement allows the remaining 542,600 shares of MSA to be exchanged for 790,000 common shares of the Company at the option of either party, at any time. On April 5, 2024, the Company issued 790,000 common shares in exchange for 542,600 shares of MSA pursuant to the Company's exercise of its right to call under the Put and Call Option Agreement.

COMMITMENTS AND CONTINGENCIES

Services agreement with the Company’s Vice-President (Exploration)

On January 25, 2022, the Company and the Company's Vice-President (Exploration) signed a consulting agreement for a fixed monthly fee of US$3,500 for the twelve-month period ending January 25, 2023. Either party can terminate the agreement without consequence by giving 60 days advance notice to the other party.

On April 27, 2023, the Company entered into a service agreement with a new Vice-President (Exploration) for a monthly fee of US$4,000. The service agreement will remain in full force and effect indefinitely. The service agreement can be terminated by either party by giving the other party thirty (30) days written notice or by a mutual agreement between the parties.

Consulting services agreement

On November 17, 2023, the Company entered into a service agreement for various administrative and regulatory tasks with a consultant for a monthly fee of US$6,500. The service agreement has a term of twelve months but can be terminated by either party by giving the other party sixty (60) days written notice or by a mutual agreement between the parties.

RELATED PARTY TRANSACTIONS

During the year ended December 31, 2023 and 2022, the Company incurred the following related party transactions:

i) Transactions

• a. A total salary of $359,540 (2022 - $324,292) was charged by Ramiro Massa, the President and CEO of the Company.

• b. A total of $52,768 of accounting and regulatory compliance fees (2022 - $48,500) and $24,000 of CFO fees (2022 - $24,000) were charged by Forbes Andersen LLP, an accounting firm in which Mike Johnston, the Company's CFO and Corporate Secretary, is a partner.

• c. A total of $40,685 of professional fees (2022 - $54,594) and $192 (2022 - $1,025) of mineral property exploration expenses were charged by Mario A. Alfaro Cortes, the Company's current Vice-President (Exploration). These amounts have been capitalized to mineral properties.

• d. A total of $47,295 of professional fees (2022 - $Nil) and $2,742 (2022 - $Nil) of mineral property exploration expenses were charged by a company controlled by Casey Lewis, the Company's current Vice-President (Exploration). These amounts have been capitalized to mineral properties.

ii) Period-end Balances

• a. As at December 31, 2023, accounts payable and accrued liabilities included $88,610 payable to Ramiro Massa, the President and CEO of the Company.

• b. As at December 31, 2023, accounts payable and accrued liabilities included $14,390 payable to Forbes Andersen LLP, an accounting firm in which Mike Johnston, the Company's CFO, is a partner.

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All related party transactions were in the normal course of operations. Amounts owing to related parties are non-interest bearing and have no repayment terms.

OFF-BALANCE SHEET TRANSACTIONS

The Company currently has not entered into any off-balance sheet arrangements.

BASIS OF PRESENTATION

The Company’s Financial Statements have been prepared in accordance with IFRS as issued by the IASB.

The Company has not yet established whether its mineral properties contain resources or reserves that are economically recoverable. The recovery of amounts capitalized as mineral properties is dependent upon the discovery of economically recoverable resources or reserves, the ability of the Company to arrange appropriate financing to complete the development of properties, and upon future profitable production, or alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis, all of which are uncertain.

The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to fund its exploration programs, maintain its mineral properties concession rights and exploration agreements with purchase options, discharge its liabilities as they become due and generate positive cash flows from operations.

The Financial Statements are prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of the business. Accordingly, the Financial Statements do not give effect to adjustments that may be necessary, should the Company be unable to continue as a going concern. If the going concern assumption is not used, then the adjustments required to report the Company’s assets and liabilities at liquidation values could be material to the Financial Statements.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Critical accounting estimates used in the preparation of the Financial Statements are related to the recoverable value of the Company’s mineral properties, as well as the value of stock-based compensation. These estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

The Company records all of its property acquisition costs and direct exploration costs as an asset until the properties are placed into production, sold, or abandoned, at which time the costs will either be amortized on a units-of-production basis or fully charged to operations. Management reviews the carrying value of the mineral properties for impairment or permanent declines in the value of the property, such as abandonment, and the related project balances are then written off.

Estimates related to share-based payments include the volatility of the Company’s stock price, as well as when stock options may be exercised. The timing of exercise of stock options is out of the Company’s control and depends on various factors including the market value of the Company’s shares and the financial objectives of the holders of stock options.

RISK FACTORS

There are many risk factors facing companies involved in the mineral exploration industry. Risk management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all the risks inherent to the industry, the Company strives to manage these risks, to the greatest extent possible. The following risks are most applicable to the Company but may not be the only risks faced by the Company. Risks and uncertainties not presently known by the Company or which are presently considered

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immaterial may also adversely affect the Company’s business, projections, results of operations and/or conditions (financial or otherwise).

Industry and Mineral Exploration Risk

Mineral exploration is highly speculative in nature, involves many risks and frequently is non-productive. There is no assurance that the Company’s exploration efforts will be successful. At present, the Company’s projects do not contain any proven or probable reserves. Success in establishing reserves is a result of a number of factors, including the quality of the project itself. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Because of these uncertainties, no assurance can be given that planned exploration programs will result in the establishment of mineral resources or reserves. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond the Company’s control. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital. The Company may be subject to risks which could not reasonably be predicted in advance. Events such as labour disputes, environmental issues, natural disasters or estimation errors are prime examples of industry related risks. The Company attempts to balance this risk through ongoing risk assessments conducted by its technical team.

Mineral Resource Estimates

The Company’s reported mineral resources (the “ Mineral Resources ”) are estimations only. No assurance can be given that the estimated Mineral Resources will be recovered. By their nature, Mineral Resource estimations are imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove unreliable because, among other factors, they are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. Mineral Resource estimations may require revision (either up or down). There are numerous uncertainties inherent in estimating 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. There can be no assurance that recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions. In particular, factors that may affect Mineral Resource estimates include:

• changes in interpretations of mineralization geometry and continuity of mineralization zones;

• input parameters used to constrain the block cave underground mining shapes that constrain the Mineral Resources;

• metallurgical and mining recoveries;

• operating and capital cost assumptions;

• metal price and exchange rate assumptions;

• confidence in modifying factors, including assumptions that surface rights to allow infrastructure to be constructed will be forthcoming;

• delays or other issues in reaching agreements with local or regulatory authorities and stakeholders;

• changes in land tenure requirements or permitting requirements from those discussed in the report; and

• • changes in the environmental regulations or laws governing the property. Changes in key assumptions and parameters could result in a restatement of Mineral Resource estimates.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and there is no assurance that they will ever be mined or processed profitably. Due to the uncertainty which may attach to

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Mineral Resources, there is no assurance that all or any part of measured or indicated Mineral Resources will ever be converted into Mineral Reserves. Any material reductions in estimates of Mineral Resources could have a material adverse effect on the Company’s results of operations and financial condition.

Geopolitical Risk

The Company may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploitation and production, price controls, export controls, currency availability, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organizations, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on mineral exports, increased financing costs, and site safety. In addition, legislative enactments may be delayed or announced without being enacted and future political action that may adversely affect the Company cannot be predicted. Any changes in regulations or shifts in political attitudes that may result, among other things, in significant changes to mining laws or any other national legal body of regulations or policies are beyond the control of the Company and may adversely affect its business.

Economic Instability in Argentina

All of the Company’s mineral properties are located in Argentina. There are risks relating to an uncertain or unpredictable economic environment in Argentina. In December 2019, the Argentinian government reinstated currency controls previously lifted, which, among other impacts, restricts the ability of companies and its citizens to obtain foreign currencies, in each case requiring Central Bank approval. The government has also reversed corporate tax rate reductions previously introduced by the previous opposition government.

Foreign Operations Risk

The Company conducts its exploration activities in Argentina. The Company’s operations in Argentina expose the Company to risks that may not otherwise be experienced if all operations were located in Canada. The risks include, but are not limited to, illegal mining, changing political conditions, fluctuations in currency exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and tax regimes, high rates of inflation, labour unrest and difficulty in understanding and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties, as well as the revocation or suspension of previously issued mining permits. Changes in mining or investment policies or shifts in political attitudes may also adversely affect the Company’s existing assets and operations. Real and perceived political risk may also affect the Company’s ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities. Numerous countries have introduced changes to mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership, mandatory government participation, taxation and royalties, exploration licensing, export duties, and repatriation of income or return of capital. There can be no assurance that industries, which are deemed of national or strategic importance in countries in which the Company has assets, including mineral exploration, will not be nationalized. There is a risk that further government limitations, restrictions or requirements, not presently foreseen, will be implemented. Changes in policy that alter laws regulating the mining industry could have a material adverse effect on the Company. There can be no assurance that the Company’s assets in these countries will not be subject to nationalization, requisition or confiscation, whether legitimate or not, by an authority or body.

In addition, in the event of a dispute arising from foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company. Non-compliance with applicable laws, regulations and permitting requirements (including allegations of such) may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed or causing the withdrawal of permits or mining licenses, and the imposition of corrective measures requiring

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material capital expenditure or remedial action resulting in materially increased cost of compliance, reputational damage and potentially impaired ability to secure future approvals and permits. The Company may be required to compensate third parties for loss or damage and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Liquidity Risk

Liquidity risk is the risk that the Company will be unable to meet the obligations associated with its working capital. The Company has sufficient funds to settle its short-term working capital requirements. The Company’s ability to manage liquidity risk in the future will be dependent on, but not limited to, its ability to raise financing necessary to fund its exploration programs, defend its mineral properties concession rights, discharge its liabilities as they become due and generate positive cash flows from operations.

Sources of Funds and Share Price Fluctuation Risks

The only sources of funds presently available to the Company are the sale of equity/debt capital or through a Partner Agreement. There is no assurance that such sources will continue to be available, in the short term or at all. Failure to obtain additional financing on a timely basis could cause the Company to reduce or terminate its proposed operations and the loss of some or all of the value of an investment in the securities. Securities markets have at times in the past experienced a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be exploration stage companies such as the Company have experienced wide fluctuations in share prices which have not necessarily been related to their operating performance, underlying asset values or prospects. There can be no assurance that these kinds of share price fluctuations will not occur in the future, and if they do occur, how severe the impact may be on the Company’s ability to raise additional funds through equity issues and the corresponding effect on the Company’s financial position.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Tax

The Company runs its business in different countries and strives to run its business in as tax efficient a manner as possible. The tax systems in certain of these countries are complicated and subject to changes. For this reason, future negative effects on the result of the Company due to changes in tax regulations cannot be excluded. Repatriation of earnings to Canada from other countries may be subject to withholding taxes. The Company has no control over withholding tax rates.

Operating Hazards Risks

Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to persons or property and possible environmental damage. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides, weather conditions and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in extraction operations and the conduct of exploration programs. The Company’s exploration activities will be subject to the availability of third-party contractors and equipment. There are also physical risks to the exploration personnel. The Company maintains insurance for amounts which it considers adequate, however, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons,

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in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.

Pandemic Diseases

The Company’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases. These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Company’s exploration operations to operate as intended due to shortage of skilled employees, shortages in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, the declines in the price of precious metals, capital market volatility, or other unknown but potentially significant impacts. Given the fact that the Company’s properties are located in Argentina, there are potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infection disease outbreak. As such, both catastrophic outbreaks as well as regional and local outbreaks can have a significant impact on the Company’s operations. The Company may not be able to accurately predict the quantum of such risks. In addition, the Company’s own operations are exposed to the infectious disease risks noted above and as such the Company’s operations may be adversely affected by such infectious disease risks. Accordingly, any outbreak or threat of an outbreak of a virus or other contagions or epidemic disease could have a material adverse effect on the Company, its business, results from operations and financial condition.

Current Global Financial Conditions

The economic viability of the Company’s business plan is impacted by the Company’s ability to obtain financing. The economic conditions and outlook of the jurisdictions in which the Company’s projects reside, and more generally global economic conditions, may impact the general availability of financing through public and private debt and equity markets, as well as through other avenues. Significant political, market, economic, natural or manmade events may have wide-reaching effects and, to the extent they are not accurately anticipated or priced into markets, may result in sudden periods of market volatility and correction. Periods of market volatility and correction may have an adverse impact on economic growth and outlook, as well as lending and capital markets activity, all of which may impact the Company’s ability to secure adequate financing on favorable terms, or at all. Most recently, global financial markets experienced a period of correction and increased volatility during the COVID-19 pandemic and the conflict between the Russian Federation and Ukraine, which began in March 2020 and February 2022, respectively, and are ongoing as of the date of this MD&A. As these global events evolve, there is no guarantee that credit market conditions will not worsen. A general risk adverse approach to investing, decreases in consumer spending and increases in the unemployment rate and consumer debt levels, which may become more predominant as a result of market turmoil, may limit the Company’s ability to obtain future equity financing. Inability to obtain financing at all, or on acceptable terms, may have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Other events may also result in volatility and disruption to global supply chains, operations, mobility of people, patterns of consumption and service, and financial markets, and therefore potentially have a negative impact on the Company’s ability to secure financing on favourable terms, or at all, its access to the project, or its ability to execute its business initiatives, including its field programs. Such events may include catastrophic events, either on a global scale or in the specific jurisdictions where the Company has its projects, and include, but are not limited to, financial crises, such as that which occurred globally in 2008, earthquakes, tsunamis, floods, typhoons, fires, power disruptions, other natural or manmade disasters, terrorist attacks, wars, riots, civil unrest or other conflicts, outbreaks of a public health crises, including epidemics, pandemics or outbreaks of new infectious diseases or viruses, as well as related and attendant events. Furthermore, general market, political and economic conditions, including, for example, inflation, interest and currency exchange rates, structural changes in the global mining industry, global supply and demand for commodities, political developments, legislative or regulatory changes, social or labour unrest and stock market trends will affect the Company’s operating environment and its operating costs, profit margins and share price. Uncertainty or adverse changes relating to government regulation, economic and foreign policy matters, and other world events have the

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potential to adversely affect the performance of and outlook for the Canadian and global economies, which in turn may affect the ability of the Company to access financing on favourable terms or at all. The occurrence of negative sentiment or events in the Canadian and broader global economy could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, as well as political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does not maintain insurance against political risks.

Commodity Price Risk

Mineral prices fluctuate widely and are affected by numerous factors beyond the Company's control such as the sale or purchase of commodities by various central banks, financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, international supply and demand, speculative activities and increased production due to new mine developments, improved mining and production methods and international economic and political trends. The Company's revenues, if any, are expected to be in large part derived from the extraction of mineral products. As such, the effect of these factors on the price in future product sales, and therefore the economic viability of any of the Company's exploration projects, cannot accurately be predicted. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit. Further, the prices of metals and minerals and future expectation of such prices have a significant impact on the market sentiment for investment in mining and mineral exploration companies.

Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows from the Company's operations will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk with respect to cash balances and transactions as a portion of these amounts are denominated in US dollars and Argentine Pesos. The Company has not entered into any foreign currency contracts to mitigate this risk.

The Company’s primary operations are located in Argentina. The Company raises funds in Canadian dollars and pays most of its Argentinean costs in United States Dollars or Argentinean Pesos, and is therefore subject to foreign exchange risk on this payment stream. As the proceeds from financings are often immediately converted to Argentinean Pesos, these cash reserves are subject to foreign exchange risk.

Environmental Risk

Exploration projects or operations are subject to the environmental laws and applicable regulations of the jurisdiction in which the Company operates. Environmental standards continue to evolve, and the current trend is moving toward a longer, more complete and rigid process. The Company reviews environmental matters on an ongoing basis. When appropriate, the Company will make appropriate provisions in its financial statements for any potential environmental liability. However, there is no assurance that existing or future environmental regulation will not materially adversely affect the Company’s business, financial condition and results of operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, 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, including the

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Company, 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.

Community Relations and Public Opposition to Mining Activities

While the Company seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, there is no guarantee that its efforts in this respect will mitigate this potential risk. Non-governmental Organizations or local community groups could direct adverse publicity against and/or disrupt the operations of the Company in respect of one or more of its properties, despite the Company's successful compliance with social and environmental best practices. Any such actions and the resulting media coverage could have adverse effects on the reputation and financial condition of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the business, financial condition, results of operations, cash flows or prospects of the Company.

Permits and Licenses Risks

The operations of the Company will require licenses and permits from various governmental authorities. The Company believes it will be able to obtain in the future all necessary licenses and permits to carry on the activities which it intends to conduct and intends to comply in all material respects with the terms of such licenses and permits. There can be no guarantee, however, that the Company will be able to obtain and maintain, at all times, all licenses and permits required to undertake its proposed exploration or to place its properties into commercial production and to operate mining facilities if its exploration programs are successful. Amendments to current laws and regulations governing the operating and activities of the Company and the more stringent implementation thereof could have a substantial adverse impact on the business, financial condition and the results of operations of the Company. Obtaining necessary permits, leases and licenses can be a complex, time consuming process and the Company cannot be certain that it will be able to obtain necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits, leases and licenses and complying with these permits and applicable laws and regulations could stop, delay or restrict the Company from proceeding with the development of an exploration project or the development and operation of a mine. Any failure to comply with applicable laws and regulations or permits could result in interruption or closure of exploration, development or mining operations, or fines, penalties or other liabilities. The Company could also lose its licenses or permits under the terms of its existing agreements.

Title Matters Risk

While the Company has followed and intends to follow standard industry accepted due diligence procedures with respect to title for any mineral claims in which it has or will acquire a material interest, there is no guarantee that title to such properties will not be challenged or impugned. There is no guarantee of title to any of the Company’s properties. The Company’s properties may be subject to prior unregistered agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples. Surveys have not been carried out on the Company’s mineral properties, and their boundaries and areas could be in doubt. The rules governing mining concessions in Argentina are complex and any failure by the Company to meet requirements would have a material adverse effect on the Company. Any defects in the title to the Company’s properties could have a material and adverse effect on the Company. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorizations nor that such exploration and mining authorizations will not be challenged or impugned by third parties. Although the Company has not had any problem renewing its licenses in the past there is no guarantee that it will always be able to do so. Inability to renew a license could result in the loss of any project located within that license.

Option, Joint Venture and Earn In Agreements

The Company has and may continue to enter into option agreements, joint ventures, and/or earn in agreements (collectively “Partner Agreements”) as a means of gaining property interests and raising funds. Any failure of any partner to meet its obligations to the Company or other third parties, or any disputes with respect to third

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parties' respective rights and obligations, could have a negative impact on the Company. The Company may be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, and the result may be a materially adverse impact on the strategic value of the underlying properties. Under the terms of such Partner Agreements, in the event a partner decided to cease funding and terminate the Partner Agreement, the Company’s business, financial results, and condition may be subject to the material adverse effects.

Competition and Marketability Risks

The resource industry is intensely competitive in all its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. Competition could adversely affect the Company’s ability to acquire suitable properties for exploration in the future.

Management Risk

The success of the Company’s future business is largely dependent on a relatively small number of key members of management. The loss of any key member could be detrimental if a suitable replacement could not be found at a comparable compensation level.

No Assurance of Profitability

The Company has no history of earnings and due to the nature of its business there can be no assurance that the Company will ever be profitable. The Company has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or from the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether a commercial deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or syndication of its properties, there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.

Possible Dilution to Present and Prospective Shareholders

The Company’s plan of operation, in part, contemplates the financing of its business by the issuance of securities and possibly incurring debt. Any transaction involving the issuance of previously authorized but unissued common shares, or securities convertible into common shares, would result in dilution, possibly substantial, to present and prospective shareholders. The Company has sought a joint venture partner to fund the exploration of the Rosita Project. Offering an interest in its Rosita Project to a partner would dilute the Company’s interest in the project.

Risk of Legal Proceedings in the Ordinary Course of Business

Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The Company’s operations are subject to the risk of legal claims by employees, unions, contractors, lenders, suppliers, joint venture partners, shareholders, governmental agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. Defense and settlement costs can be substantial, even with respect to claims that have no merit. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. The litigation process could, as a result, take away from the time and effort of the Company’s management and could force the Company to pay substantial legal fees or penalties. There can be no assurances that the resolutions of any such

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matters will not have a material adverse effect on the Company’s business, financial condition and results of operations.

Capital Risk Management

The Company defines capital as total equity. The Company manages its capital to ensure that funds are available or are scheduled to be raised to provide adequate funds to carry out the Company’s defined exploration programs, meet its ongoing administrative costs, property maintenance and option payments. This is achieved by the Board’s review and acceptance of exploration budgets that are achievable using existing resources and the matching and timely release of the next stage of expenditures with the resources made available from private placements or other fundraising. There can be no assurance that the Company will be able to continue using equity capital in this manner.

Credit Risk Management

Credit risk is the risk that one party to a financial instrument will fail to meet its obligations and cause a financial loss. The Company’s main credit risk arises from its cash deposits with banks. The Company limits its counterparty risk on its deposits by dealing only with financial institutions with high credit ratings. The Company is also exposed to credit risk on its financial assets.

- Compliance with Anti Corruption Laws

The Company is subject to various anti-corruption laws and regulations such as the Canadian Corruption of Foreign Public Officials Act. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. The Company's projects are located in Argentina, which is perceived as having fairly high levels of corruption relative to Canada. The Company cannot predict the nature, scope or effect of future anti-corruption regulatory requirements to which the Company's operations might be subject or the manner in which existing laws might be administered or interpreted. Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company's business, financial condition and results of operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company's business, financial condition and results of operations.

HYPERINFLATION

During the year ended December 31, 2023, the annual rate of inflation for Argentina, as reported by the Banco Central de la Republica Argentina, was 211.40% (2022 - $94.8%). Therefore, Argentina remains a hyperinflationary economy. The functional currency of MSA is the Argentine Peso. The Company has prepared these consolidated financial statements on the historical cost approach within IAS 29.

IAS 29, Financial Reporting in Hyper-Inflationary Economies, (“IFRS 29”) applies to the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy. The designation of an economy as hyperinflationary involves the assessment of several factors and requires the Company to make certain estimates and judgments, such as the assessment of historic inflation rates and anticipation of future trends. Changes in such estimates may significantly impact the carrying value of the Company's non-monetary assets or liabilities, and results of operations that are subject to hyperinflationary adjustments, and the related gains and losses with the consolidated statements of income (loss) and comprehensive income (loss).

To measure the impact of inflation on its consolidated financial position and results, the Company has elected

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to use the Wholesale Price Index (Indice de Precios Mayoristas or “IPIM”) for periods up to December 31, 2016, and the Retail Price Index (Indice de Precios al Consumidor or “IPC”) thereafter. These price indices have been recommended by the Government Board of the Argentine Federation of Professional Councils of Economic Sciences (“FACPCE”).

As a result of the change in the IPC during the period, the Company recognized a net expense of $2,980,425 (2022 – $1,904,426), to adjust transactions recorded during the year into a measuring unit current as of December 31, 2023. The level of the IPC at December 31, 2023 was 3,533.19 (December 31, 2022 – 1,134.59), which represents an increase of 211.40% over the IPC at December 31, 2022.

The application of hyperinflation accounting required restatement of the Argentine subsidiary's nonmonetary assets and liabilities, shareholders’ equity, and comprehensive loss items from the transaction date when they were first recognized into the current purchasing power which reflects a price index current at the end of the reporting period before being included in the Financial Statements. The resulting financial information is more meaningful, relevant and representative of a measuring unit current as of the reporting date. To measure the impact of inflation on its financial position and results, the Company has elected to use price indices that have been recommended by the Government Board of the Argentine Federation of Professional Councils of Economic Sciences (“FACPCE”).

QUALIFIED PERSONS

The scientific and technical data included in this MD&A has been reviewed by Mr. Case Lewis, Professional Geoscientist and Vice President (Exploration) of the Company and a geological consultant. Mr. Lewis is a Qualified Person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. However, due to inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud. There have not been any changes in the Company’s disclosure controls and procedures and the internal control over financial reporting that occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations of controls and procedures:

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

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ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.ca

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