MTB Metals Corp. — Management Reports 2025

Apr 23, 2025

MTB METALS

MTB METALS CORP.
(An Exploration Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025

OVERVIEW AND INTRODUCTORY COMMENT

MTB Metals Corp. ("MTB" or the "Company") is a Canadian based mineral exploration company listed on the TSX Venture Exchange under the trading symbol "MTB" and on the OTCQB under the trading symbol of "MBYMF". The Company is a Canadian based mineral exploration company with extensive property holdings in the Stewart Camp in the very prolific Golden Triangle of British Columbia.

The Company has six active projects spanning 580 square kilometres, namely the Telegraph project, the American Creek project, the BA project, the Red Cliff project, the Theia project, and the Southmore project.

The Company recognizes environmental, social and governance ("ESG") best practices as key components to responsible mineral exploration and development. The Company's exploration programs are conducted to meet or exceed environmental regulations, while respecting the communities and environments in which we operate. MTB strives to earn its social license with local and Indigenous communities by meeting with stakeholders, regulators, and other concerned parties before, and during, exploration work to understand traditional and cultural issues important to these communities. MTB's approach is based on transparency, open communication, inclusivity, and respect, to better enable social and economic benefit for communities as well as value for investors.

This MD&A is dated April 23, 2025 and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed interim financial statements and the related notes for the three months ended February 28, 2025 and the Company's audited financial statements as at November 30, 2024 and the related notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS").

Additional information relevant to the Company and the Company's activities can be found on SEDAR+ at www.sedarplus.ca, and/or on the Company's website at www.mtb-metals.com.

All currency amounts are expressed in Canadian dollars unless otherwise noted.

MTB Metals Corp.
Management's Discussion & Analysis

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MTB METALS

MAJOR QUARTERLY OPERATING MILESTONES

Telegraph Project

During the quarter ended February 28, 2025 and subsequently, the Company has been actively negotiating with the optionor of the Telegraph (DOK) Property to extend the timing of the cash and share payments that were due on January 15, 2025. The Company also negotiated with the optionor of the Telegraph (DOKX-Yeti) Property to extend the $25,000 cash payment that was due on April 30, 2024 by one year until April 30, 2025 in exchange for an additional cash payment of $5,000.

Corporate

Subsequent to February 28, 2025, on March 11, 2025, the Company received a binding notice from Canada Revenue Agency ("CRA") reassessing the Company's British Columbia Mining Exploration Tax Credits ("BCMETC") and resource-related deductions for the years ended November 30, 2020, 2021, 2022 and 2023, as well as the flow-through share renounciations in 2020, 2021, 2022 and 2023. Despite the Company providing evidence and detailed descriptions regarding the Company's position as to why the amounts are eligible for deductions, CRA denied all such amounts and on March 20, 2025, CRA issued the notice of reassessments noting that the Company owes $60,026 for BCMETC repayments, arrears interest and refund interest. The Company is also assessed for $12,647 Part XII.6 tax owed under the flow-through share program. The Company has 90 days to appeal against CRA's notice of reassessments.

QUARTERLY FINANCIAL CONDITION

Capital Resources

The Company is aware of the current conditions in the financial markets and has planned accordingly. The Company's current treasury and the future cash flows from warrants and options, along with the planned developments within the Company as well as with its JV partners will allow its efforts to continue throughout 2025. If the market conditions prevail or improve, the Company will make adjustment to budgets accordingly.

Liquidity

As at February 28, 2025, the Company's working capital deficiency was $517,767 (November 30, 2024 - $291,046). With respect to working capital, $75,403 was held in cash (November 30, 2024 - $174,309). The decrease in cash of $98,906 was mainly due to $45,576 used in operating activities, $46,030 used in exploration and evaluation assets, $410 used in reclamation bonds, and $6,890 used in share issuance costs.

Operations

During the three months ended February 28, 2025, the Company reported a loss of $13,760,160 ($0.11 loss per share) (2024 – $222,221 ($0.00 loss per share)).

MTB Metals Corp. Management's Discussion & Analysis

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MTB METALS

Excluding the non-cash share-based payments of $Nil (2024 - $73,084), the Company's general and administrative expenses amounted to $72,319 during the three months ended February 28, 2025 (2024 – $178,106), a decrease of $105,787 mainly due to the decreases in (a) consulting fees (from 2024's 54,540 to 2025's $Nil), (b) shareholders' communications (from 2024's $39,208 to 2025's $10,628), and (c) accounting and audit fees (from 2024's $30,000 to 2025's $15,800). The Company continues to monitor its use of cash and has been actively seeking ways to conserve cash.

The other major items for the three months ended February 28, 2025, compared with February 29, 2024 were:

• Fair value gain on marketable securities of $Nil (2024 – $85,505);
• Realized loss on marketable securities of $Nil (2024 - $57,500);
• Write-down of exploration and evaluation assets of $13,688,621 (2024 - $Nil) aligning with the potential market value of these assets; and
• Tax reassessments of $72,673 (see “Major Quarterly Operating Milestones – Corporate” section for discussion) (2024 - $Nil).

SIGNIFICANT RELATED PARTY TRANSACTIONS

During the quarter, there was no significant transaction between related parties.

COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES

As of the date of this MD&A, other than disclosed in this MD&A – Quarterly Highlights, the Company does not have any commitments, expected or unexpected, or uncertainties.

RISK FACTORS

In our MD&A filed on SEDAR+ March 28, 2025 in connection with our annual financial statements (the "Annual MD&A"), we have set out our discussion of the risk factors Exploration risks, Market risks and Financing risk which we believe are the most significant risks faced by the Company. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company's undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.

DISCLOSURE OF OUTSTANDING SHARE DATA

The authorized share capital of the Company consists of an unlimited number of common shares without par value. The following is a summary of the Company's outstanding share data as at February 28, 2025:

MTB Metals Corp. Management's Discussion & Analysis

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MTB METALS

Issued and outstanding
	February 28, 2025	April 23, 2025
Common shares outstanding	128,658,055	128,658,055
Stock options	5,475,000	5,225,000
Vested RSUs pending share issuance	500,000	500,000
Warrants	28,133,552	28,133,552
Finder's warrants	1,550,143	1,550,143
Fully diluted common shares outstanding	164,316,750	164,066,750

QUALIFIED PERSON

Mr. Andrew Wilkins, P.Geo, is a Qualified Person, as defined by National Instrument 43-101. Mr. Andrew Wilkins has reviewed the technical contents of this MD& A.

Cautionary Statements

This document contains "forward-looking statements" within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration results and plans, and our other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, our estimates of exploration investment, the scope of our exploration programs, and our expectations of ongoing administrative costs. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by law. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks. Readers are cautioned not to place undue reliance on forward-looking statements.

MTB Metals Corp.

Management's Discussion & Analysis