New Earth Resources Corp. — Management Reports 2025

Jul 29, 2025

OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

This management's discussion and analysis of the financial position and results of operations of Oberon Uranium Corp. (the "Company" and "Oberon") is prepared as of July 29, 2025 and should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for year ended March 31, 2025 and 2024, which were prepared in accordance with accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in Canadian dollars.

FORWARD LOOKING STATEMENTS

The Company's consolidated financial statements for the year ended March 31, 2025 and this accompanying MD&A contain statements that constitute "forward-looking statements" within the meaning of National Instrument 51-102. Continuous Disclosure Obligations of the Canadian Securities Administrators.

It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations as of July 29, 2025.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, "forward-looking statements." These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words "believes", "expects", "anticipates", "estimates", "intends", "plans", "forecasts", or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve certain risks, uncertainties and assumptions. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements.

All of the Company's public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review these materials.

DESCRIPTION OF BUSINESS

Oberon Uranium Corp. was incorporated under the Business Corporations Act of British Columbia on October 14, 2021. On October 14, 2021, the Company changed its name to Oberon Uranium Corp. The address of the Company's head office and registered office is 4204 - 1011 West Cordova Street, Vancouver, BC V6C 0B2, Canada.

Oberon is a uranium exploration company which holds the Lucky Boy uranium project, a past-producing uranium mine located in Arizona, USA. Oberon also owns 3 mineral claims totaling 365 hectares in Saskatchewan, Canada

On November 18, 2022, the Company filed a Listing Statement with the Canadian Securities Exchange (the "CSE") and on November 23, 2022, the Company shares were approved for trading on the CSE under the symbol "OBRN".

The Company's consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which presumes that the Company will realize its assets and discharge its liabilities in the normal course of business for at least the next twelve months. The Company has experienced losses and negative cash flow from operations since incorporation. As at March 31, 2025, the Company had not yet generated revenues and had a working capital deficiency of $400,887. These factors indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent upon obtaining additional financing sufficient to cover its operating costs.

The consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

its liabilities in other than the normal course of business and at amounts difference from those reflected in the accompanying consolidated financial statements.

OVERALL PERFORMANCE

The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and achieve future profitable operations. As at March 31, 2025, the Company had a working capital deficit of $400,887 (March 31, 2024 - $170,310) had not yet achieved profitable operations and had an accumulated deficit of $5,296,531 (March 31, 2024 - $1,186,867) since its inception. The Company expects to incur further losses in the development of its business. All of these circumstances comprise a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. If the going concern assumption were not appropriate for the Company's consolidated financial statements, it could be necessary to restate the Company's assets and liabilities on a liquidation basis.

On April 3, 2023, the Company finalized a share purchase agreement (the "Asset Acquisition") to acquire all of the issued and outstanding shares of 2037881 Alberta Ltd in exchange for 20,000,000 common shares of the Company, fair valued at $3,800,000 and $7,000 in cash.

It was determined that at the date of the acquisition, April 3, 2023, the activities of 2037881 Alberta Ltd. did not constitute that of a business as defined by IFRS 3 and the acquisition was accounted for as an asset acquisition. There were no liabilities assumed as part of the purchase and 2037881 Alberta Ltd.'s only asset was 23 mineral claims near Uranium City, Saskatchewan Canada, comprising of the Fusian Uranium Zone project. Upon closing the transaction, 2037881 Alberta Ltd became a subsidiary of the Company and the purchase price allocation was as follows:

Net assets acquired	$
Exploration and evaluation assets	3,807,000
Total purchase price	$
Cash	7,000
20,000,000 common shares @ $0.19 each	3,800,000
	3,807,000

In addition, 2037881 Alberta Ltd. signed a royalty agreement dated April 13, 2023, pursuant to which, the mineral claims comprising the Fusion Uranium Zone project are subject to a 3% production royalty in favour of the royalty holders. Under the purchase agreement, the Company has the right to buy back the royalty for $1,000,000 at any time.

The results of 2037881 Alberta Ltd. have been consolidated in the financial statements from the date of acquisition.

During the year ended March 31, 2025, the Company recorded an impairment expense of $3,107,000 on the Fusion Zone Project. The impairment assessment was triggered by indicators under IFRS 6, specifically the Company's decision to pursue the sale of the project following a shift in strategic focus. In accordance with IAS 36 Impairment of Assets, the recoverable amount was determined based on the fair value less costs of disposal, which was estimated using the subsequent sale price.

Subsequent to March 31, 2025, the Company sold the Fusion Zone Project for $700,000.

Acquisition of Carbon

On April 5, 2024, the Company finalized a share purchase agreement to acquire all of the issued and outstanding shares of Carbon Markets Inc. ("Carbon"). in exchange for 17,600,000 common shares of the Company, fair valued

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

at $792,000.

It was determined that at the date of the acquisition, April 5, 2024, the activities of Carbon did not constitute that of a business as defined by IFRS 3 and the acquisition was accounted for as an asset acquisition. There were no liabilities assumed as part of the purchase and Carbon's only asset was 3 mineral claims in Saskatchewan Canada. With the acquisition of these claims the Company controls ground surrounding and adjacent to past producing mines. Upon closing the transaction, Carbon became a subsidiary of the Company, and the purchase price allocation was as follows:

Net assets acquired	$
Cash	397
Exploration and evaluation assets	791,603
Total purchase price	$
17,600,000 common shares @ $0.045 each	792,000
	792,000

The results of Carbon have been consolidated in the financial statements from the date of acquisition.

During the year ended March 31, 2025, the Company recorded and impairment expense of $761,603 on the Saskatchewan Uranium (Carbon) Project. The impairment assessment was triggered by indicators under IFRS 6, specifically the Company's decision to pursue a sale of the project following a shift in strategic focus. In accordance with IAS 36 Impairment of Assets, the recoverable amount was determined to be $nil, as no future economic benefits were expected from the project. As a result, the full carrying amount was written off.

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OBERON URANIUM CORP.

Management's Discussion and Analysis

For the Years Ended March 31, 2025 and 2024

EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation expenditures as at March 31, 2025 and March 31, 2024 are as follows:

	Lucky Boy Project	Element 92 Project	Fusion Uranium Zone Project	Saskatchewan Uranium	Total
	$	$	$	$	$
Acquisition Costs
Balance, March 31, 2023	148,127	150,000	-	-	298,127
Acquisition costs – cash	21,655	-	7,000	-	28,655
Acquisition costs – shares	12,500	-	3,800,000	-	3,812,500
Sale of asset	-	(150,000)	-	-	(150,000)
Balance, March 31, 2024	182,282	-	3,807,000	-	3,989,282
Acquisition costs – shares	-	-	-	791,603	791,603
Impairment	-	-	(3,107,000)	(791,603)	(3,898,603)
Balance, March 31, 2025	182,282	-	700,000	-	882,282
Exploration and Evaluation Expenses
Balance, March 31, 2023	122,233	11,500	-	-	133,733
Sale of asset	-	(11,500)	-	-	(11,500)
Balance, March 31, 2024	122,233	-	-	-	122,233
Exploration costs	19,913	-	-	-	19,913
Balance, March 31, 2025	142,146	-	-	-	142,146
Total
Balance, March 31, 2024	304,515	-	3,807,000	-	4,111,515
Balance, March 31, 2025	324,428	-	700,000	-	1,024,428

Lucky Boy Project

On January 12, 2022, the Company entered into an option agreement to acquire an undivided 100% interest in the Lucky Boy mineral claims located in Gila County, Arizona, (the "Lucky Boy Project") from GeoXplor Corp. (the "Optionor").

The Lucky Boy Project is subject to a 3% gross overriding royalty payable to the optionor, of which one-half of 3% can be purchased for USD $2,500,000 for a period of one year following commencement of commercial production. In order to exercise the option and earn a 100% interest in the Lucky Boy Project, the Company is required to make the cash payments and issue common shares as follows:

Date for completion	Option payment (US$)	Common shares
On execution of the letter agreement (non-refundable) (paid)	5,000	-
On completion of Go-Public transaction (shares issued) (paid)	50,000	500,000
1st anniversary of the completion of a Go-Public Transaction (issued)	-	250,000
Total	55,000	750,000

On December 15, 2022, the Company made a cash payment of USD $50,000 ($66,661) under the option agreement for the Lucky Boy project; upon completion of the go-public transaction on November 23, 2022.

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

On January 11, 2024, the Company issued 250,000 common shares, fair valued at $12,500 to satisfy the final conditions of the Lucky Boy Project agreement.

During the year ended March 31, 2024, the Company incurred $21,655 in acquisition costs related to staking.

Element 92 Project

On January 26, 2022, the Company entered into an Option Agreement (the "Element 92 Option Agreement") with Tamed Mining Corp. ("Tamed") to acquire a 100% undivided interest in the Element 92 property located in northern Saskatchewan, Canada on the southern end of the Athabasca region. As per the Element 92 Option Agreement the Company made a cash payment of $30,000 and issued 6,000,000 common shares of the Company, fair valued at $120,000, thus satisfying the requirements of the Element 92 Option Agreement and acquiring a 100% undivided interest in the property.

On March 12, 2024, the Company sold the Element 92 project to PLLR for cash considerations of $10,000 and 2,000,000 common shares of PLLR, which were valued at $140,000. The Company recorded a loss on sale of exploration assets of $11,500.

Fusion Zone Project

On April 3, 2023, the Company acquired 23 mineral claims totaling 20,060 hectares near Uranium City, Saskatchewan, Canada known as the Fusion Uranium Zone project. The claims comprising of the Fusion Uranium Zone project are subject to a 3% production royalty in favour of the royalty holders. The Company has the right to buy back the royalty for $1,000,000 at any time. During the year ended March 31, 2025, the Company recorded an impairment expense of $3,107,000 on the Fusion Zone Project. Subsequent to March 31, 2025, the Company sold the Fusion Zone Project for $700,000.

Saskatchewan Uranium

On April 5, 2024, the Company acquired 3 mineral claims totaling 365 hectares in Saskatchewan, Canada. The claims further expand the Company's uranium holdings in Saskatchewan as the Company now controls ground surrounding existing and past producing mines. During the year ended March 31, 2025, the Company recorded an impairment expense of $791,603 related to the Saskatchewan Uranium claims.

RESULTS OF OPERATIONS

Year ended March 31, 2025

The Company reported a net loss for the year ended March 31, 2025, of $4,109,664 (2024 - $388,569). The change was primarily due to the following:

• Advertising and promotion were $nil (2024 - $127,400) as the Company preserved cash for core business activities.
• Consulting fees were $26,938 (2024 - $74,023). The decrease is due to additional business development consultants being engaged in the comparative period due to increased corporate activity.
• The Company recorded a realized loss on marketable securities of $10,338 (2024 - $nil).
• The Company recorded an impairment of exploration assets of $3,898,603 (2024 - $nil) related to the Fusion Uranium Zone project and the Carbon property.

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

Three months ended March 31, 2025

The Company reported a net loss for the three months ended March 31, 2025, of $3,921,738 (2024 - $44,854). The change was primarily related to the Company recording impairment of exploration assets of $3,898,603 (2024 - $nil).

SUMMARY OF QUARTERLY RESULTS

	Three Months Ended
	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024
	$	$	$	$
Revenue	Nil	Nil	Nil	Nil
Net loss	(3,921,738)	(39,839)	(131,869)	(16,218)
Basic and diluted loss per share	(0.06)	(0.00)	(0.00)	(0.00)
Dividends per share	Nil	Nil	Nil	Nil
Total assets	1,036,911	4,938,328	4,955,558	5,123,726
Total long-term liabilities	-	-	-	-
Working capital (deficit)	(400,887)	(315,252)	(275,413)	(123,631)
	Three Months Ended
	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
	$	$	$	$
Revenue	Nil	Nil	Nil	Nil
Net loss	(44,854)	(80,586)	(122,702)	(140,427)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)
Dividends per share	Nil	Nil	Nil	Nil
Total assets	4,264,486	4,244,487	4,289,906	4,361,732
Total long-term liabilities	Nil	Nil	Nil	Nil
Working capital	(170,310)	(265,301)	(184,715)	(62,013)

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2025 the Company had a working capital deficit of $400,887 (2024 – $170,310) comprised of cash and amounts receivable, reduced by accounts payable and accrued liabilities of $369,120 and advances payable of $44,250.

For the year ended March 31, 2025, the Company used cash of $116,704 (2024 – $50,167) in operating activities primarily due to the Company's net loss less changes in non-cash working capital. The Company received $110,146 (2024 – $3,000) from investing activities primarily from proceeds of $129,662 from the sale of marketable securities. During the year ended March 31, 2025, the Company had no financing activities. During the year ended March 31, 2024, the Company received advances of $44,250

The Company's principal assets are at an exploration stage and as a result the Company has no current source of operating cash flows. The Company relies on its ability obtain equity financing to fund administration expenses and future exploration programs. The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on the successful completion of a financing or by monetizing assets. There is no certainty that these and other strategies will be successful.

FINANCING ACTIVITIES AND CAPITAL EXPENDITURES

The Company's authorized share capital consists of an unlimited number of common shares without par value.

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

During the year ending March 31, 2025, the Company had the following transactions:

• On April 5, 2024, the Company issued 17,600,000 common shares pursuant to an agreement to acquire all of the issued and outstanding shares of Carbon (Note 5). The shares were valued at $792,000.

During the year ending March 31, 2024, the Company had the following transactions:

• On April 3, 2023, the Company issued 20,000,000 common shares pursuant to an agreement to acquire all issued and outstanding shares of 2037881 Alberta Ltd. The fair value estimated for the shares is $3,800,000, based on a $0.19 share price (Notes 4 and 5).
• On January 11, 2024, the Company issued 250,000 common shares to satisfy the Lucky Boy Project option agreement (Note 5). The fair value estimated for the shares is $12,500.

RELATED PARTY TRANSACTIONS

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

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.

A summary of key management personnel compensation is as follows:

	2025	2024
	$	$
Management and director fees^{1}	60,000	60,000
Professional fees^{2}	38,404	40,276
Total	98,404	100,276

1 Management and director fees consist of fees paid or accrued to the CEO and directors of the Company.
2 Professional fees include amounts paid or accrued to a company in which the CFO acted as management.

At March 31, 2025, amounts owing to key management of $227,474 (2024 - $169,928) were included in accounts payable and accrued liabilities. The amounts were incurred in the normal course of business, are unsecured, non-interest bearing and due on demand.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not engaged in any off-balance sheet arrangements during the year ended March 31, 2025.

CRITICAL ACCOUNTING POLICIES

The details of the Company's accounting policies are presented in Note 2 of the consolidated financial statements for the year ended March 31, 2025.

CAPITAL MANAGEMENT

Capital is comprised of items within the Company's shareholder's equity. As at March 31, 2025, the Company's shareholder's equity was $623,541. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its on-going liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

The Company is dependent on the capital markets as its sole source of operating capital and the Company's capital resources are largely determined by the strength of the junior resource markets and by the status of the Company's projects in relation to these markets, and its ability to compete for investor support for its projects. The Company is not subject to any externally imposed capital requirements.

FINANCIAL INSTRUMENTS

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 – Inputs that are not based on observable market data.

The fair value of cash is based on Level 1 inputs of the fair value hierarchy. The Company's fair value of marketable securities were based on the quoted market prices of the shares as at March 31, 2025 and was therefore measured using Level 1 inputs.

The fair value of the Company's accounts payable approximates their carrying values due to their short-term nature.

RISK FACTORS

The business and operations of the Company are subject to numerous risks, many of which are beyond the Company's control. The Company considers the risks set out below to be some of the most significant to potential investors in the Company, but not all of the risks are associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently unaware or which it considers to be material in relation to the Company's business actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company's securities could decline and investors may lose all or part of their investment.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management and attempts to ensure that sufficient financial resources are available to meet liabilities as they come due. As at March 31, 2025, the Company had cash of $589 current liabilities of $413,37 and current assets of $12,483.

Foreign Exchange rate risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company's started carrying out operations in Canada and the United States. The Company has an interest in an exploration and evaluation property located in the United States, for which it has not incurred exploration costs during the year. These factors expose the Company to foreign currency exchange rate risk, which could have an adverse effect on the profitability of the Company. At this time, the Company currently does not have plans to enter into foreign-currency future contracts to mitigate this risk.

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

Interest Rate Risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities and it does not believe it is currently subject to any significant interest rate risk

Other business risks that could impact the Company's ability to execute on its business plan include, but are not limited to, the following:

Price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices and the stock market to determine the appropriate course of action to be taken by the Company.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Financing Risks

The Company is dependent upon share issuances to provide the funding necessary to meet its general operating expenses and will require additional financing to continue to explore its mineral properties. Issuances of additional securities will result in dilution of the equity interests of the Company's shareholders. The Company may issue additional common shares in the future as further capital is required and on the exercise of outstanding options or other convertible securities issued from time to time. Sales or issuances of substantial amounts of additional securities, or the availability of such securities for sale, could adversely affect the market prices for the Company's securities. A decline in the market prices of securities of the Company could impair the Company's ability to raise additional capital through the sale of new common shares should it desire to do so. In addition, if additional common shares or securities convertible into common shares are sold or issued, such sales or issuances.

Commodity risk

The profitability of the Company's operations, if ever established, will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable. The prices of these commodities are affected by numerous factors beyond the Company's control.

Permits and Licenses

The Company will require licenses and permits from various governmental and non-governmental authorities for its operations. The Company has obtained, or plans to obtain, all necessary licenses and permits required to carry on the activities it is currently conducting or which it proposes to conduct under applicable laws and regulations. However, such licenses and permits are subject to change in regulations and in various operating circumstances. The Company provides no assurance that it will obtain all necessary licenses and permits required to carry out exploration, development and mining operations.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, and labour relations, repatriation of income and return of capital. This may affect both the Company's ability to undertake exploration and development activities in respect of the properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate the properties. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

Currency Risk

Currency fluctuations may affect the cash flow which the Company may realize from its operations, since most

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OBERON URANIUM CORP.
Management's Discussion and Analysis
For the Years Ended March 31, 2025 and 2024

mineral commodities are sold in a world market in United States dollars. The Company's costs are incurred primarily in Canadian dollars.

Dependence on Key Individuals

The Company is dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on the Company. In addition, the Company will be highly dependent upon contractors and third parties in the performance of its exploration and development activities. The Company provides no guarantee that such contractors and third parties will be available to carry out such activities on behalf of the Company or be available upon commercially acceptable terms.

OUTSTANDING SHARE DATA

The following table summarizes the outstanding share capital as of the date of the MD&A:

	Number	Exercise price	Expiry Date
Common Shares	62,535,000	n/a	n/a

MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

Information provided in the MD&A and the consolidated financial statements is the responsibility of management. In the preparation of the consolidated financial statements, estimates are sometimes necessary to make a determination of the carrying value for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the consolidated financial statements. Management maintains a system of internal controls to provide reasonable assurance that the Company's assets are safeguarded and to facilitate the preparation of relevant and timely information.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certification of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the year ended March 31, 2025, and this accompanying MD&A (together the "Annual Filings").

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.

ADDITIONAL INFORMATION IN RELATION TO THE COMPANY

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca under Oberon Uranium Corp.