NGEx Minerals - Management Reports 2023

NGEX MINERALS LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

(Amounts in Canadian Dollars unless otherwise indicated)

The following management’s discussion and analysis (“MD&A”) of NGEx Minerals Ltd. (“NGEx Minerals” or the “Company”) should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and related notes therein. The financial information in this MD&A is reported in Canadian dollars unless otherwise indicated and is derived from the Company’s annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The effective date of this MD&A is March 31, 2023. Additional information about the Company and its business activities is available on SEDAR at www.sedar.com and the Company’s website www.ngexminerals.com.

Some of the statements in this MD&A are forward-looking statements that are subject to risk factors set out in the cautionary note contained herein.

CORE BUSINESS

NGEx Minerals is a mineral exploration company with copper-gold and gold exploration projects in Argentina and Chile. The Company’s strategy is to create value for its shareholders through prudent management and deployment of its capital resources, by expanding and increasing the quality of its mineral resources through successful exploration and acquisitions and by advancing the engineering and other studies that are required to prepare its projects for eventual development by the Company and its partners or by third parties. The overall objective is to position the Company as a top tier mineral exploration-development investment opportunity.

The Company has a strong management team and board with extensive experience in the resource sector, particularly in Chile and Argentina. The board and management team have an appropriate mix of geological, engineering, financial, and business skills to advance the Company’s projects and to generate value for its shareholders.

The Company’s current flagship asset is its Los Helados copper-gold deposit, located in Region III of Chile (“Los Helados”, the “Los Helados Property” or the “Los Helados Project”). The Company is the majority partner and operator of the Los Helados Project, which is subject to a Joint Exploration Agreement (the “JEA”) with its partner, Nippon Caserones Resources Co. Ltd. (“NCR”). NCR became the Company’s partner on April 1, 2020, when Pan Pacific Copper (“PPC”) transferred its interest in the Los Helados Property to NCR. NCR is a subsidiary of JX Nippon Mining and Metals Corporation, a Tokyo-based mining and smelting company that also currently operates the Caserones Mine, located approximately 15km from Los Helados. NCR’s interest in the Caserones Mine is held through a subsidiary that is subject to a recently announced agreement whereby Lundin Mining Corporation will acquire a controlling stake.

The JEA stipulates that when a party (the “first party”) thereto funds less than its pro rata share of expenditures related to Los Helados, resulting in the other party (the “second party”) funding in excess of its respective pro rata share, the first party’s interest shall be reduced with a corresponding increase to the second party’s interest.

Accordingly, due to NCR having funded less than its pro rata share of expenditures related to Los Helados for the period from September 1, 2015 to August 31, 2022, the Company’s interest has increased to approximately 69%. For the period from September 1, 2022, to August 31, 2023, which encompasses the current exploration and drill program currently underway at the Los Helados Project, NCR elected to fund its pro rata share of qualifying expenditures and the Company’s interest in the Los Helados Property remains at 69% as at the date of this MD&A.

The Company’s most recent Mineral Resource estimate for the Los Helados Project, with an effective date of April 26, 2019, is summarized in the following table:

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Los Helados Mineral Resource (0.33% CuEq Cutoff)
Tonnage Resource Grade Contained Metal
Cu Au Ag
(million Cu Au Ag CuEq
Class (billion (million (million
tonnes) (%) (g/t) (g/t) (%)
lbs) oz) oz)
Indicated 2,099 0.38 0.15 1.37 0.48 17.6 10.1 92.5
Inferred 827 0.32 0.10 1.32 0.39 5.8 2.7 35.1
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The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the 43-101 technical report for the Los Helados Project, entitled “Technical Report on the Los Helados Porphyry Copper-Gold Deposit, Chile”, dated August 6, 2019 and authored by F. Devine, P.Geo., G. Zandonai, RMCMC, and G. Di Prisco, P.Geo. This report is available on the Company’s website at www.ngexminerals.com or under the Company’s profile at www.sedar.com.

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “NGEX”.

2022 OPERATING HIGHLIGHTS AND OUTLOOK

H1 2022 Los Helados Drill Program Successfully Confirms Multiple High-grade Centres; 2022-2023 Follow-up Campaign Continues to Extend High-grade Mineralization

The Company undertook a drill program at Los Helados between January to June 2022 (the “H1 2022 Los Helados Program”), which completed 10,312 metres and successfully:

Expanded, and demonstrated continuity of, mineralization associated with the high-grade breccia phase at the core of the current Mineral Resource at Los Helados, now called the Condor Zone. The Condor Zone was the main target of the H1 2022 Los Helados Program, and drilling sought to confirm continuity through infill drilling, and test the potential for extension as guided by a reinterpretation of the Los Helados geological model in 2021;
Confirmed the existence of a second high-grade centre to the Los Helados deposit, the Fenix Zone, located at the western edge of the current Mineral Resource. The Fenix Zone remains open at depth, towards the surface, and laterally. Most importantly, the identification and confirmation of the Fenix Zone as a separate and distinct mineralized feature from the Condor Zone validates the Company’s recently revised geological interpretation, which hypothesizes that the Los Helados deposit hosts multiple centres of high-grade mineralization and that elevated grades do not necessarily dissipate away from the Condor Zone; and
Discovered a third distinct, high-grade centre to the Los Helados deposit, the Alicanto Zone, located 550m north of the Condor Zone, which further affirms the Company’s reinterpreted geological model. The Alicanto Zone was discovered by drillhole LHDH078, which returned 474.8m at 0.61% copper equivalent (“CuEq”), including 100.0m at 1.20% CuEq. This newly discovered zone of high-grade mineralization remains open in all directions.

Assay results received, analyzed and released by the Company in relation to the H1 2022 Los Helados Program are summarized as follows:

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From To Length Cu Au Ag CuEq [1 ] Zones
Hole-ID (m) (m) (m) (%) (g/t) (g/t) (%) Intersected
LHDH073 124.0 1,000.0 876.0 0.56 0.28 2.1 0.74
incl. 216.0 912.0 696.0 0.60 0.31 2.2 0.80 Condor Zone
incl. 314.0 524.0 210.0 0.76 0.45 2.8 1.06
LHDH074 42.0 1,058.3 1,016.3 0.45 0.31 1.9 0.65
incl. 136.0 890.0 754.0 0.52 0.30 2.0 0.71
and incl. 210.0 504.0 294.0 0.60 0.41 2.1 0.87 Condor Zone
and incl. 606.0 746.0 140.0 0.64 0.29 2.5 0.83
and incl. 816.0 890.0 74.0 0.58 0.25 2.5 0.74
LHDH075 14.0 922.0 908.0 0.39 0.24 1.3 0.55
incl. 88.0 652.0 564.0 0.47 0.29 1.4 0.65
Condor Zone
incl. 222.0 602.0 380.0 0.51 0.31 1.6 0.70
incl. 222.0 378.0 156.0 0.59 0.42 1.7 0.86
LHDH076 110.0 1,400.0 1290.0 0.60 0.21 2.3 0.74
incl. 138.0 922.0 784.0 0.63 0.25 1.9 0.80 Condor Zone
incl. 138.0 542.0 404.0 0.77 0.35 2.2 1.00
and incl. 1,166.0 1,400.0 234.0 0.80 0.24 4.5 0.97
incl. 1,166.0 1,308.0 142.0 1.14 0.35 3.8 1.38 Fenix Zone
incl. 1,384.0 1,400.0 16.0 0.86 0.19 23.4 1.11
LHDH077 0.0 989.0 989.0 0.51 0.27 1.7 0.69
incl. 42.0 778.0 736.0 0.58 0.32 1.9 0.79
incl. 328.0 548.0 220.0 0.69 0.41 2.4 0.95
Condor Zone
incl. 328.0 452.0 124.0 0.71 0.47 2.6 1.02
Upper ext. 42.0 150.0 108.0 0.53 0.38 1.6 0.77
Lower ext. 526.0 778.0 252.0 0.57 0.20 2.0 0.71
LHDH078 566.0 1,040.8 474.8 0.55 0.08 1.7 0.61
Alicanto
incl. 700.0 1,040.8 340.8 0.67 0.09 2.0 0.73
Zone
incl. 844.0 944.0 100.0 1.10 0.14 2.1 1.20
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1 CuEq for drill intersections is calculated based on US$ 3.50/lb Cu, US$ 1,700/oz Au and US$ 20/oz Ag, with metallurgical recoveries of 88% for copper, 76% for gold and 60% for silver based on a comprehensive program of metallurgical testwork. The formula is: CuEq % = Cu % + (0.6117 * Au g/t) + (0.0057 * Ag g/t).

2 Los Helados hosts large-scale porphyry and associated breccia mineralization and drilled lengths are interpreted to be approximate true widths.

The Company launched a follow-up extension drill campaign at Los Helados in November 2022, which will continue through April 2023 (the “2022/2023 Los Helados Program”). The 2022/2023 Los Helados Program has focused on testing for extensions of the high-grade mineralization intercepted in the Fenix and Alicanto Zones. The drill program has deployed directional drilling to optimize drilling efficiency and reduce the number of total metres required to effectively test the targets at depth. Directional drilling uses specialized down hole tools to direct the drill bit toward multiple target areas from a single pilot hole, allowing for different targets to be tested from a single drill collar.

As of the date of this MD&A, results to date from the 2022/2023 Los Helados Program have further extended the Condor Zone, as well as the high-grade mineralization within the Fenix and Alicanto Zones, with all three zones remaining open to further expansion. Of particular interest are the results from the Alicanto Zone, where the current program has returned some of the highest-grade intercepts to date at Los Helados, and support the notion that this zone is a distinct high-grade centre at the northern edge of the current drill pattern. The Alicanto Zone is adjacent to the boundary shared with the Caserones properties, which are owned and operated by the Company’s partner at Los Helados.

Highlights to date from the 2022/2023 Los Helados Program include:

LHDH083, which intersected 122.1m at 1.05% CuEq from 884.0m, within a broader intersection of 626.0m at 0.59% CuEq from 514.0m. LHDH083 was the first step out hole of the current program completed into the Alicanto Zone, and the intersection is 90m east of the zone’s discovery intersection in LHDH078;
LHDH081, which was drilled across the Fenix Zone and returned 1,168.8m at 0.43% CuEq, including 220.0m at 0.72% CuEq. This hole successfully extends the mineralization of the zone 130m to the northwest; and
Drilling at the Condor Zone continued to provide extension and confirmation of continuity, with holes LHDH079 returning 1,215.2m at 0.43% CuEq, including 256.9m at 0.65% CuEq and 100.2m at 0.64% CuEq, and LHDH082 intersecting 981.3m at 0.48% CuEq, including 826.0m at 0.73% CuEq within a broader intersection of 489.7m at 0.60% CuEq.

Assay results received, analyzed and released by the Company in relation to the 2022/2023 Los Helados Program are summarized as follows:

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From To Length Cu Au Ag CuEq [1 ] Zones
Hole-ID (m) (m) (m) (%) (g/t) (g/t) (%) Intersected
LHDH079 148.0 1,363.2 1,215.2 0.32 0.18 1.5 0.43
incl. 676.0 932.9 256.9 0.54 0.16 2.6 0.65 Condor Zone
and incl. 985.8 1,086.0 100.2 0.53 0.17 1.4 0.64
LHDH081 436.0 1,604.8 1,168.8 0.37 0.08 1.8 0.43
Fenix Zone
incl. 1,144.0 1,364.0 220.0 0.63 0.12 2.6 0.72
LHDH082 152.0 1,133.3 981.3 0.38 0.15 1.7 0.48
incl. 550.0 1,039.7 489.7 0.46 0.20 1.9 0.60 Condor Zone
incl. 826.0 968.0 142.0 0.55 0.26 2.3 0.73
LHDH083 514.0 1,140.0 626.0 0.46 0.20 1.9 0.59
Alicanto
incl. 678.0 724.0 46.0 0.28 0.96 1.2 0.87
Zone
and incl. 884.0 1,006.1 122.1 0.94 0.14 2.7 1.05
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2 Los Helados hosts large-scale porphyry and associated breccia mineralization and drilled lengths are interpreted to be approximate true widths.

The ongoing 2022/2023 Los Helados Program will continue to be focused on defining the geometry and size of the Alicanto and Fenix Zones, with the majority of the remaining holes of the program allocated to this objective. Several additional holes have now been completed, with assays underway. Results will be released as they are received, analyzed and confirmed by the Company.

Maiden Exploration Program Launched at Potro Cliffs

During the latter half of 2022, the Company applied for permits and began making preparations for the undertaking of a drill campaign at its Potro Cliffs copper-gold exploration target (“Potro Cliffs”), located in San Juan Province, Argentina. Potro Cliffs is the largest untested hydrothermal system in the emerging Vicuña District, which hosts several sizeable copper-gold deposits, such as Josemaria, Filo del Sol, and the Company’s Los Helados Project. The Potro Cliffs target lies along the same major north-northeast structural trend that controls the Filo del Sol deposit located approximately 8 km to the south and Los Helados located approximately 9 km to the north.

The Company received permits in late December 2022, and began drilling at Potro Cliffs in January 2023 with two rigs. To date, the Company has completed its first two holes at Potro Cliffs, one from the plateau at the top of the cliff and another collared in the valley approximately 700 metres below, and results will be released as they are received, analyzed and confirmed by the Company.

Drilling at Potro Cliffs has continued through March 2023 with drill targeting guided by the geology of the first two holes.

New Copper-Gold Porphyry System Discovered at Valle Ancho; Earn-in Completed

In May 2022, the Company confirmed its discovery of a new copper-gold porphyry system at the La Quebrada target at the Valle Ancho and Interceptor properties (collectively, “Valle Ancho” or the “Valle Ancho Properties”), located in Catamarca Province, Argentina, with an intersection of 596.5m of 0.50% CuEq.

The 2021/2022 drill campaign at Valle Ancho (the “2021/2022 Valle Ancho Program”), which was concluded in March 2022, consisted of 3,060 metres of diamond drilling to drill test priority exploration targets. At La Quebrada, five widespaced reconnaissance holes were completed, three of which intersected significant intervals of copper-gold mineralization consistent with a large porphyry system. The three discovery holes were drilled to depths of 601m, 271m and 431m, with each ending in mineralization. These are the first holes ever drilled by the Company at La Quebrada and the discovery will be an exciting target of future drill campaigns at Valle Ancho, as the Company looks to better understand extent, geometry and controls of this mineralization.

Assay results from the five holes completed at La Quebrada are summarized as follows:

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La Quebrada – Copper-gold Porphyry Discovery
From To Length Cu Au Ag CuEq [1 ]
Hole-ID (m) (m) (m) (%) (g/t) (g/t) (%)
VADH003 4.0 600.5 596.5 0.23 0.37 1.4 0.50
incl. 4.0 108.0 104.0 0.25 0.50 1.5 0.62
incl. 350.0 600.5 250.5 0.23 0.40 1.6 0.53
VADH004 No significant values
VADH005 0.0 271.0 271.0 0.12 0.26 1.1 0.32
incl. 76.0 271.0 195.0 0.14 0.29 1.2 0.36
incl. 138.0 224.0 86.0 0.15 0.33 1.5 0.40
VADH006 8.0 431.0 423.0 0.19 0.27 2.2 0.40
incl. 162.0 270.0 108.0 0.22 0.38 1.9 0.50
incl. 292.0 428.0 136.0 0.25 0.32 4.2 0.50
VADH007 No significant values
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1 CuEq for drill intersections is calculated based on US$ 3.50/lb Cu, US$ 1,700/oz Au and US$ 20/oz Ag, with metallurgical recoveries of 80% assumed for all metals. The formula is: CuEq % = Cu % + (0.7083 * Au g/t) + (0.0083 * Ag g/t).

In addition, the 2021/2022 drill tested two additional exploration targets, Nordin and Anomalia 4. While the hole completed at Anomalia 4 did not return any significant mineralized intersections, hole VADH001 at the Nordin target returned 150m at 1.05 g/t Au from surface, and VADH002 intersected 198m at 0.63 g/t Au from surface, including 70m at 0.94 g/t Au. This mineralization occurs completely within oxidized rock and is characterized by even grade distribution throughout the depth of each hole. Initial assessment and interpretation suggest that the mineralization discovered in these two holes is consistent with the style of mineralization observed in the neighbouring Maricunga Gold Belt in Chile.

Assay results from the two holes completed at the Nordin target are summarized below:

Nordin Target – Near Surface, Oxide Gold Discovery

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From To Length Au Ag
Hole-ID (m) (m) (m) (g/t) (g/t)
VADH001 0.0 150.0 150.0 1.05 0.67
incl. 4.0 128.0 124.0 1.21 0.73
incl. 36.0 56.0 20.0 2.12 0.59
VADH002 0.0 198.0 198.0 0.63 0.44
incl. 0.0 70.0 70.0 0.94 0.46
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The Company’s interest in the Valle Ancho Properties was held through an option agreement with the Province of Catamarca, whereby it may earn a 100% interest in Valle Ancho by making US$8.0 million in total project expenditures by the end of 2022. In November 2022, after having completed the minimum expenditure requirement, the Company prepared requisite reports and made its formal submissions to the Province of Catamarca to complete the Valle Ancho earn-in.

2022 CORPORATE UPDATE

Credit Facility

On September 28, 2022, the Company obtained an unsecured US$3.0 million credit facility (the “2022 Facility”) from Zebra Holdings and Investments S.à.r.l (“Zebra”) and Lorito Holdings S.à.r.l. (“Lorito”) to provide financial flexibility to fund ongoing exploration and for general corporate purposes. Zebra and Lorito are companies controlled by a trust settled by the late Adolf H. Lundin. Zebra and Lorito report their respective security holdings in the Company as joint actors, as the term is defined by Canadian securities regulations, and are related parties by virtue of their combined shareholding in the Company in excess of 20%.

As consideration for the 2022 Facility, Zebra and Lorito received 12,500 common shares upon execution thereof (the “Commitment Shares”) and shall receive an additional 200 common shares each month, for every US$50,000 in principal outstanding, prorated accordingly for the number of days outstanding. The 2022 Facility matures on September 28, 2023, and no interest is payable in cash during its term.

All common shares issued in conjunction with the facilities are subject to a four-month hold period under applicable securities laws.

As at December 31, 2022, no amount remained drawn or outstanding against the 2022 Facility.

$30.0 Million Equity Financing

On October 25, 2022, the Company closed a non-brokered private placement, pursuant to which the Company sold an aggregate of 15,000,000 common shares at a price of $2.00 per common share, generating aggregate gross proceeds of $30.0 million (the “Financing”). Share issuance costs related to the Financing totaled $0.6 million, and included professional fees, regulatory fees, and 5% finders’ fees payable in cash on approximately $11.6 million of the gross proceeds from the Financing.

The common shares issued under the Financing were subject to a hold period, which expired on February 26, 2023.

Approximately $1.8 million of the net proceeds was used shortly after closing of the Financing to fully repay the amounts drawn against the 2022 Facility, and the remaining net proceeds from the Financing have been, and will continue to be, used towards furthering work programs in Chile and Argentina, as well as for general corporate and working capital purposes.

RESULTS FROM OPERATIONS

Year Ended	Dec-22	Dec-21	Dec-20
Net loss($000’s)	32,415	5,457	5,893
Lossper share,basic and diluted($)	0.20	0.04	0.05
Total assets($000’s)	32,312	25,733	5,378

NGEx Minerals is a junior exploration company and, as such, its net losses are largely driven by its exploration and project investigation activities and there is no expectation of generating operating profits until it identifies and develops a commercially viable mineral deposit.

Key financial results for the last eight quarters are provided in the table below.

Three Months Ended	Dec-22	Sep-22	Jun-22	Mar-22	Dec-21	Sep-21	Jun-21	Mar-21
Exploration costs ($000's)	6,038	4,539	9,765	8,582	3,518	1,390	356	402
Operating loss ($000’s)	8,384	6,243	10,497	9,296	4,213	1,863	810	833
Net loss ($000’s)	8,020	6,068	9,651	8,676	2,390	1,491	784	793
Net loss per share, basic and diluted($)	0.04	0.04	0.06	0.06	0.01	0.01	0.01	0.01

Due to the geographic location of the Company’s mineral properties, the Company’s business activities generally fluctuate with the seasons, through increased exploration activities during the summer months in South America. As a result, a general recurring trend is the increase in exploration expenditures, and therefore net losses, for the fourth quarter and first quarter of a fiscal year, relative to the second and third quarters. In addition, other relevant factors, such as the financial position of the Company, other corporate initiatives, as well as the type and scope of planned exploration/project work, could affect the level of exploration activities and net loss in a particular period.

NGEx Minerals incurred a net loss of $32.4 million for the year ended December 31, 2022 (2021: $5.5 million), including an operating loss of $34.4 million (2021: $7.7 million). Exploration and project investigation costs are the most significant expenditure category of the Company and for the year ended December 31, 2022 accounted for approximately 84% of the operating loss (2021: 73%). This is reflective of the Company’s accounting policy to expense its exploration costs through the consolidated statement of comprehensive loss, except for mineral property option payments and mineral property acquisition costs, which are capitalized.

Exploration and project investigation costs for the year ended December 31, 2022 were $28.9 million (2021: $5.7 million). The increase for the year ended December 31, 2022 is primarily due to the Company having undertaken the H1 2022 Los Helados Program, initiated the 2022/2023 Los Helados Program, began preparations for a maiden drill campaign at the Potro Cliffs exploration target, as well as completed the 2021/2022 Valle Ancho during the year ended December 31, 2022, as discussed in the “2022 Operating Highlights and Outlook” section above. By comparison, for the year ended December 31, 2021, the Company’s exploration activities were much lower having only commenced the 2021/2022 Valle Ancho Program and undertaken preparations for the H1 2022 Los Helados Program.

Excluding share-based compensation, administration costs for the year ended December 31, 2022, totaled $3.1 million (2021: $1.6 million). Share-based compensation, a non-cash cost, reflects the amortization of the estimated fair value of options over their vesting period and is based to a large degree on the Company’s share price and its volatility. The actual future value to the option holders may differ materially from these estimates as it depends on the trading price of the Company’s shares if and when the options are exercised. In addition, as the granting of options and their vesting is at the discretion of the Board, the related expense is unlikely to be uniform across quarters or financial years. Administration costs, exclusive of share-based compensation costs, for the year ended December 31, 2022, were higher than 2021 due primarily to an increase in compensation costs resulting from increased personnel and the general easing of COVID-19 restrictions, which led to increased travel, promotional and general office support costs.

For the year ended December 31, 2022, the Company recognized financing costs of $50,303 (2021: $136,436). The decrease is the result of the Company’s lower utilization of credit facilities to fund ongoing exploration and general corporate purposes during 2022, in comparison to 2021.

Also, the Company recognized net monetary gain of $54,798 during the year ended December 31, 2022 (2021: net monetary loss of $54,923), in relation to the application of hyperinflationary accounting for the Company’s Argentine subsidiaries. The monetary gain recognized is the result of changes in the Argentine price indices and changes to the Company’s net monetary position during the year. Further discussion regarding the application of hyperinflationary accounting has been provided in the notes to the consolidated financial statements.

From time to time, the Company acquires and transfers marketable securities as a mechanism to facilitate intragroup funding transfers between its Canadian parent and its Argentine operating subsidiaries. During the year ended December 31, 2022, the Company recognized a gain of $1,975,356 (2021: $2,477,478) on the use of marketable securities for this purpose, which represents the net benefit of having used this funding mechanism over traditional methods. The decrease in the gain is the result of less funding provided to its Argentine subsidiaries during the year ended December 31, 2022, compared to 2021.

No tax recovery is recognized as a result of the nature of the Company’s activities and the lack of reasonably expected taxable profits in the near term.

For the year ended December 31, 2022, the Company recognized other losses totaling $212,531 (2021: $33,431) in relation to the revaluation of a non-current obligation by the Company to fund US$3.4 million for NCR’s share of exploration expenditures at the La Rioja properties (the “Obligation”). As at December 31, 2022, the Company reviewed the nature and timing of future expenditures at the La Rioja properties and increased its expected annual funding of NCR’s share of future exploration expenditures based on its best estimate of exploration activities to be conducted on the project moving forward. This revision reduces the estimated timeframe for the settlement of the Obligation. The effect of this change in future estimated expenditures at the La Rioja properties is an increase in the present value of amounts due to NCR, which results in a loss recognized in the consolidated statement of comprehensive loss for the year ended December 31, 2022.

In other comprehensive income, the Company reported foreign currency translation gains of $310,220 for the year ended December 31, 2022 (2021: loss of $686,032) on translation of subsidiary company accounts from their functional currency to the Canadian dollar presentation currency. For the year ended December 31, 2022, the foreign currency translation gain is primarily the result of fluctuations of the Canadian dollar relative to the Chilean peso over the year. In addition, for the year ended December 31, 2022, the impacts of hyperinflation amounted to a loss of $84,302 (2021: gain of $56,277) and consist of adjustments recognized on the continuing inflation of opening non-monetary balances during the year and the ongoing translation of the Company’s Argentine subsidiary into the Canadian dollar presentation currency.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2022, the Company had cash of $23.2 million and net working capital of $20.2 million, compared to cash of $21.0 million and net working capital of $20.0 million as at December 31, 2021. The Company’s cash increased during the year ended December 31, 2022 due to the $29.4 million in net proceeds generated by the Financing, which have been partially offset by funds used in operations, including mineral property and surface access rights payments, and for general corporate purposes. In addition, during the year ended December 31, 2022, the Company received $495,847 (2021: $58,225) in gross proceeds on the exercise of stock options.

The Company anticipates that it will deploy the majority of its treasury and capital resources towards furthering exploration programs in Chile and Argentina, and for general corporate and working capital purposes.

Credit Facilities

In February 2021, the Company obtained an unsecured US$3.0 million credit facility (the “2021 Facility”) from Zebra and Lorito, which matured on February 19, 2022 with no amounts drawn or owing. No interest was paid in cash during its term.

On September 28, 2022, the Company obtained the 2022 Facility, which provided the Company with access to US$3.0 million from Zebra and Lorito (see “2022 Corporate Update” section above). The 2022 Facility matures on September 28, 2023, and any undrawn amounts will remain available to the Company until maturity.

Liquidity

Based on NGEx Minerals’ financial position at December 31, 2022, the Company anticipates the need for further funding to advance its South American exploration projects beyond the current exploration campaigns, as appropriate. Historically, capital requirements have been primarily funded through equity financing, joint ventures, disposition of mineral properties and investments, and the use of short-term credit facilities extended by its major shareholders, such as Zebra and Lorito.

Management is confident that additional funding will be secured to fund planned expenditures for at least twelve months from December 31, 2022. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Company’s mineral properties, the state of international debt and equity markets, as may be impacted by inflation and investor perceptions and expectations with respect to the global copper, gold, and/or silver markets. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Company. If necessary, depending on the amount of funding raised, the Company may explore opportunities to defer the timing of certain discretionary expenditures and the Company’s planned initiatives and other work programs may be postponed, or otherwise revised.

RELATED PARTY TRANSACTIONS

Under the normal course of operations, the Company may undertake transactions or hold balances with related parties. Other than those related party transactions identified elsewhere in this MD&A, during the year ended December 31, 2022, the Company has also engaged with Josemaria Resources Inc. (“Josemaria”) and Filo Mining Corp. (“Filo Mining”), related parties by way of directors, officers and shareholders in common, and MOAR Consulting Inc. (“MOAR”), an exploration consulting firm, of which a director of the Company is the president.

Josemaria ceased to be a related party of the Company following the acquisition of all of its issued and outstanding common shares by Lundin Mining Corporation, which closed on April 28, 2022.

Related party services

The Company has cost sharing arrangements with Josemaria and Filo Mining. Under the terms of these arrangements, the Company may, from time to time, provide management, technical, administrative and/or financial services (collectively, “Management Services”) to Josemaria and Filo Mining, and vice versa. In addition, the Company may, from time to time, engage MOAR to provide exploration consultation. These transactions were incurred in the normal course of operations, and are summarized as follows:

		Year ended
	December 31,
	2022	2021
Management Services to Josemaria	-	83,524
Management Services to Filo Mining	364,343	591,415
Management Services from Josemaria	-	(42,058)
Management Services from Filo Mining	(902,414)	(549,787)
Exploration Consultation from MOAR	(12,750)	(57,000)

Related party balances

The amounts due from (to) related parties, and the components of the consolidated statement of financial position in which they are included, are as follows:

		December 31,	December 31,
	Related Party	2022	2021
Receivables and other assets	Josemaria	-	27,996
Receivables and other assets	Filo Mining	112,163	24,343
Accounts payable and accrued liabilities	Josemaria	-	(1,667)
Accounts payable and accrued liabilities	Filo Mining	(186,449)	(15,113)

Key management compensation

The Company’s key management personnel have the authority and responsibility for overseeing, planning, directing and controlling its activities and consist of the Board of Directors and members of the executive management team. Total compensation expense for key management personnel, and the composition thereof, is as follows:

		Year ended
		December 31,
	2022	2021
Salaries and other payments	572,667	474,000
Short-term employee benefits	17,514	14,000
Directors fees	92,458	82,000
Stock-based compensation	1,983,771	458,478
Short-term incentive bonuses	690,000	-
Severance	-	75,000
	3,356,410	1,103,478

SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant account policies are described in Note 3 the consolidated financial statements for the year ended December 31, 2022, as filed on SEDAR at www.sedar.com.

New Accounting Pronouncements

The IASB and/or the IFRS Interpretations Committee have issued new standards and amendments, or interpretations to existing standards, which were not yet effective and not applied by the Company as at December 31, 2022. The Company continues to evaluate these changes to determine their impact, if any.

IAS 1, Presentation of Financial Statements

The IASB published Non-current Liabilities with Covenants (Amendments to IAS 1) to clarify how covenants with which an entity must comply within 12 months after the reporting period affect the classification of the related liability. Effectively, liabilities are to be classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if the entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period. These amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption.

The IASB has also issued amendments to IAS 1 and the IFRS Practice Statement 2, Making Materiality Judgements, to provide guidance on the application of materiality judgments with respect to an entity’s accounting policy disclosures. These amendments to IAS 1 replace previous requirements to disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. These amendments are effective January 1, 2023, with early adoption permitted. Prospective application is required on adoption.

The Company does not expect adoption of these amendments to have a material impact on its consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in accordance with IFRS, such as the underlying consolidated financial statements for the year ended December 31, 2022, requires management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and expenditures. These estimates, assumptions and judgements are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Actual results could differ and such differences could be material. Estimates, assumptions and judgements are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates, assumptions and judgements, and the resulting effects on the carrying amounts of the Company’s assets and liabilities, are accounted for prospectively. Information about estimates, assumptions, judgements and other sources of estimation uncertainty as at December 31, 2022 that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next year are provided below:

Valuation of mineral properties – The Company carries the acquisition costs of its mineral properties at cost less any provision for impairment. At each reporting date, the Company reviews its mineral properties for indicators of impairment, which requires the Company to exercise key judgements, including but not limited to, the Company’s right to explore the mineral property, whether the Company has further plans or budgets for substantive expenditures for the ongoing exploration and evaluation of the mineral property, the impact of exploration and evaluation results to date with respect to the mineral property, and the likelihood that the carrying value of the mineral property will be recovered in the future through development or sale of the asset. If indicators of impairment are identified, the Company would further review the carrying values of the applicable mineral properties to determine if their carrying values may exceed their fair value, which also requires the Company to make significant judgments and estimates. The judgments and estimates mentioned above are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mineral properties.

The Company has determined that no indicators of impairment exist for its mineral properties as of December 31, 2022.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, receivables and other assets, trade payables and accrued liabilities, amounts owing pursuant to the 2022 Facility, if any, non-current accrued liabilities and the amounts due to its exploration partner, NCR. Other than for the amounts due to its exploration partner, the carrying values of the Company’s financial instruments are considered to be reasonable approximations of fair value due to their short-term nature. For amounts due to its exploration partner, the Company revalues the liability from time to time based on revisions to the timing and amounts of expected future settlement, which the Company believes is a reasonable approximation of fair value. Between revaluations, the liability is accreted.

As at December 31, 2022, the Company’s financial instruments are exposed to the following financial risks, including credit, liquidity and currency risks:

(i) Credit risks associated with cash is mitigated by the Company’s practice of holding the majority of its cash with a large Canadian financial institution that has been accorded a strong investment grade rating by a primary rating agency.
(ii) Liquidity risks associated with the inability to meet obligations as they become due are minimized through the management of its capital structure and by maintaining good relationships with significant shareholders and creditors, such as Zebra and Lorito. The Company also closely monitors and reviews its costs to date and actual cash flows on a monthly basis.

Based on NGEx Minerals’ financial position at December 31 2022, the Company anticipates the need to obtain further funding to advance its South American exploration projects beyond the current exploration campaigns, as appropriate.. Please refer to the discussion provided in the “Liquidity and Capital Resources” section above for further details.

The maturities of the Company’s financial liabilities as at December 31, 2022 are as follows:

		Less than		More than
	Total	1 year	1-5 years	5 years
Accounts payable and
accrued liabilities	7,327,951	7,327,951	-	-
Non-current accrued liabilities	338,600	-	338,600	-
Due to explorationpartner	4,582,690	-	-	4,582,690
Total	12,249,241	7,327,951	338,600	4,582,690

In accordance with the terms of a Joint Exploration Agreement between the Company and the partner, NCR, the Company is required to fund NCR’s share of exploration expenditures related to the La Rioja properties (the “Obligation”). The undiscounted value of the Obligation remained US$3.4 million as at December 31, 2022, and has no defined timeline for settlement. The Obligation has been discounted at an annual effective rate of 8%, and recorded at its present value having the Canadian dollar equivalent of $630,460 at December 31, 2022 (2021: $393,719). The figure provided in the preceding table represents the Canadian dollar equivalent of the liability on an undiscounted basis.

(iii) Foreign currency risk can arise when the Company or its subsidiaries transact or have net financial assets or liabilities which are denominated in currencies other than their respective functional currencies.

At December 31, 2022, the Company’s largest foreign currency risk exposure existed at the level of its Chilean operating subsidiary, where the Company held a net financial asset position denominated in US dollars having a Canadian dollar equivalent of approximately $6.1 million. A 10% change in the foreign exchange rate between the US dollar, and the Chilean Peso, the subsidiary’s functional currency, would give rise to increases/decreases of approximately $611,000 in financial position/comprehensive loss.

OUTSTANDING SHARE DATA

As at March 31, 2023, the Company had 172,163,530 common shares outstanding and 12,674,000 share options outstanding under its share-based incentive plan.

RISKS AND UNCERTAINTIES

The operations of the Company are speculative due to the high-risk nature of its business, which includes the acquisition, financing, exploration, development and operation of mineral and mining properties. There are a number of factors that could negatively affect the Company’s business and the value of its common shares, and these risk factors could materially affect the Company’s future operations and financial position and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Significant risk factors have been identified by the Company and are listed below. The following information pertains to the outlook and conditions currently known to the Company that could have a material impact on the financial condition of the Company. Other factors may arise that are not currently foreseen by management of the Company that may present additional risks in the future. Current and prospective security holders of the Company should carefully consider these risk factors, as they could materially affect the Company’s future operations and

could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Exploration and Development Risk

Mining exploration, development and operations generally involve a high degree of risk that cannot be eliminated, and which can adversely impact the Company’s success and financial performance. Exploration for and development of mineral deposits involves a high degree of risk and few properties that are explored are ultimately developed into producing mines.

Discovery of mineral deposits is dependent upon a number of factors, not the least of which are the technical skills of the exploration personnel involved and the capital required for the programs. The cost of conducting programs may be substantial and the likelihood of success is difficult to assess. There is no assurance that the Company’s mineral exploration activities will result in any discoveries of new bodies of commercial ore. There is also no assurance that even if commercial quantities of ore are discovered that a new ore body would be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is dependent upon a number of factors, some of which are discussed separately in the subsequent sections, and include the particular attributes of the deposit (such as size, grade, metallurgy and proximity to infrastructure and labour), the interpretation of geological data obtained from drilling and sampling; feasibility studies; the cost of water and power; anticipated climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour costs; commodity price fluctuations; government regulations, including regulations relating to prices, taxes, royalties, land tenure and use, allowable production, importing and exporting of minerals, and environmental protection. Most of the above factors are beyond the control of the Company. Development projects will also be subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing, as major expenses are typically required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect the Company’s business.

The Company’s operations are subject to all of the hazards and risks normally encountered in the exploration and development of copper, gold, and silver projects and properties, including unusual and unexpected geologic formations, seismic activity, rock slides, ground instabilities or failures, mechanical failures, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, facilities, damage to life or property, environmental damage and possible legal liability.

As appropriate, the Company may seek to mitigate its exploration risk by diversifying its portfolio, or through the establishment of joint ventures and option agreements with third parties.

Mineral Resource Estimates

The Company’s reported 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 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.

Title Risk

The Company has investigated its right to explore and exploit its properties and, to the best of its knowledge, those rights are in good standing. The results of the Company’s investigations should not be construed as a guarantee of title. Other parties may dispute the title to a property, or the property may be subject to prior unregistered agreements or liens and transfers or land claims by aboriginal, native, or Indigenous Peoples. The title may be affected by undetected encumbrances or defects or governmental actions. The Company has not conducted surveys of all of its properties, and the precise area and location of claims or the properties may be challenged and no assurances can be given that there are no title defects affecting such properties. The rules governing mining concessions in Chile and 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.

According to the Company’s records and analysis, it has successfully completed the minimum exploration expenditure required to earn a 100% interest in the Valle Ancho properties, as stipulated by an option agreement between the Company and the Province of Catamarca, Argentina. While the Company is of the opinion that that material conditions and requirements of the earn-in at Valle Ancho have been completed prior to the deadline of December 31, 2022, as of the date of this MD&A, its submission to the Province of Catamarca is still under review and it has not yet received written confirmation with respect thereto.

Surface Access

The Company has surface access rights but does not own any surface rights at the Los Helados Project. The owners of the surface rights are in agreement with the Company’s subsidiaries in conducting activities on their ground.

From time to time, a land possessor may dispute the Company’s surface access rights and, as a result, the Company may be barred from its legal temporary occupation rights. Surface access issues have the potential to result in the delay of planned exploration programs, and these delays may be significant. Such delays may have a material adverse effect on the Company.

The Company may require additional surface rights and property interests to further develop or exploit the resources on its properties, which will require negotiations with private landowners for the additional ownership and/or surface rights in order for the Company to fully operate. Surface rights may also be regulated and restricted by applicable law. There is no assurance that the Company will be able to obtain the required surface rights or negotiate successfully with private landowners to allow it to develop its properties and establish commercial mining operations on a timely basis. To the extent additional surface rights are available, they may only be acquired at significantly increased prices, potentially adversely impacting financial performance of the Company.

Environmental and Socio-Political Risks

The Company seeks to operate within environmental protection standards that meet or exceed existing requirements in the countries in which the Company conducts activities. The Company also aims to conduct its activities in accordance with high corporate social responsibility principles. Present or future laws and regulations, however, may affect the Company’s operations. Environmental legislation is evolving in a manner that requires stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The Company is currently engaged in exploration with limited environmental impact. Future environmental costs may increase due to changing requirements or costs associated with exploration and the developing, operating and closing of mines. The Company is subject to environmental regulation in the various jurisdictions in which it operates. Failure to comply with these laws, regulations and permitting requirements may result in enforcement actions, 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 or in the exploration or development of mineral properties may also 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. Furthermore, 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.

Programs may also be delayed or prohibited in some areas due to technical factors, new legislative constraints, social opposition or local government capacity or willingness to issue permits to explore in a timely manner.

In parts of Argentina, there is environmental opposition to both mineral exploration and mining. Accordingly, there may be a certain degree of anti-mining sentiment that could potentially affect the risk of successfully exploring and developing the Company’s assets in those provinces.

In Chile, the currently elected government is discussing changes to its constitution which may include changes to the current environmental and socio-political landscape in that country. Additionally, the

Chilean Congress is also considering legislation designed to protect the country’s glaciers. No changes have yet been made to the constitution and any proposed legislation has not yet been approved; however, depending on its final language, these changes could affect the Company’s ability to develop the Los Helados Project. See below for further discussion.

Foreign Operations Risk

The Company conducts exploration activities in foreign countries, including Argentina and Chile. Each of these countries expose the Company to risks that may not otherwise be experienced if all operations were located in Canada. The risks vary from country to country and can include, but are not limited to, civil unrest or war, terrorism, 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 Company’s existing assets and operations. Real and perceived political risk may also affect Company’s ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities. Chile is typically viewed as a favourable mining jurisdiction; however, certain Canadian issuers have recently experienced regulatory action with regards to Chilean operations, specifically with respect to increased permitting timelines.

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 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.

Economic and Political Instability in Argentina

Some of the Company’s mineral properties, such as Valle Ancho project and the Potro Cliffs exploration target, are located in Argentina. There are risks relating to an uncertain or unpredictable political and

economic environment in Argentina, especially as there is social opposition to mining operations in certain parts of the country. During an economic crisis in 2001 to 2003 and again in 2014 and 2020, Argentina defaulted on foreign debt repayments and on the repayment on a number of official loans to multinational organizations. In addition, the government has renegotiated or defaulted on contractual arrangements. The current government, which took office in December 2019, has reinstated currency controls previously lifted by the opposition government, which, among other impacts, restricts the ability of companies and its citizens to obtain United States dollars, in each case requiring Central Bank approval (resulting in, at times, a limitation on the ability of multinational companies to distribute dividends abroad in United States dollars). The current government has also reversed corporate tax rate reductions previously introduced by the previous opposition government.

While the political environment in Argentina continues to develop, and the status of currency controls and restrictions remains fluid, past actions indicate that the Argentinean government may from time to time alter or impose additional requirements or policies that may adversely affect the Company’s activities in Argentina, or in its ability to attract joint venture partners or obtain financing for its projects in the future. In addition, economic instability in Argentina may negatively impact the timeliness or recoverability of amounts collectible from the government of Argentina.

There may be material adverse consequences with respect to the Company and its operations as a result of political or economic instability in Argentina.

Economic and Political Uncertainty in Chile

Since October 2019, Chile has experienced increased frequency in wide scale public demonstrations demanding, among other things, constitutional and legal reforms, including demands for social program benefit increases and public funding for services that are currently private. In 2020, Chile voted in favor of drafting a new Constitution and in 2021 elected the constituent assembly tasked with preparing a new draft for consideration by the voters in the future. In December 2021, Gabriel Boric was elected President on a platform that committed to implement significant social, economic, and political changes. Simultaneously, the government has been considering tax and royalty reforms and has introduced or proposed a number of changes that affect or could affect businesses, including but not limited to a new royalty structure. Other changes could be considered or proposed in the future, including but not limited to increases to mining or income taxes or new royalties or changes to value added taxes. The constituent assembly may also propose a Constitution that could fundamentally alter key rights (such as water rights and mineral tenure) or introduce new ones (like environmental personage) that could affect the Company’s Los Helados Project and financial condition.

Permitting

The Company’s development and exploration activities are subject to permitting requirements in both Argentina and Chile. In particular, comprehensive environmental impact assessments will be necessary in Chile for any future development of Los Helados, and similarly in Argentina for Valle Ancho and Potro Cliffs. Following the receipt of environmental approvals, additional permits, licences, authorizations, and certificates will be required to proceed to project construction, including, for example, mining water and fuel delivery, sewage water treatment, hazardous waste plans, drilling and closure plans. Failure to obtain required permits and/or to maintain compliance with permits once obtained could result in injunctions, fines, suspension or revocation of permits and other penalties.

There can be no assurance that the Company will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Activities required to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines.

Previously issued permits may be suspended or revoked for a variety of reasons, including through government or court action. Failure to obtain and/or comply with required permits can have serious consequences, including: damage to the Company’s reputation, stopping the Company from proceeding with the development of a project, negatively impacting further development of a mine, and increasing the costs of development and litigation or regulatory action against the Company, and may materially adversely affect the Company’s business, results of operations or financial condition.

Negative Operating Cash Flow

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development and acquisition of its properties, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project. The Company currently has negative cash flow from operating activities.

Uncertainty of Funding and Dilution of Shareholders’ Interests in the Company

The exploration and development of mineral properties requires a substantial amount of capital and may depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. General market conditions, volatile metals prices, a claim against the Company, a significant disruption to the Company’s business, or other factors may make it difficult to secure the necessary financing. There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms. Failure to obtain any necessary additional financing may result in delaying or indefinite postponement of exploration or development or even a loss of property interest. If the Company needs to raise additional funds, such financing may substantially dilute the economic and voting rights of the Company’s shareholders and reduce the value of their investment. Since the Company’s capital needs depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing or nature of any such future offering of securities. Thus, holders of common shares of the Company bear the risk of any future offerings reducing the market price of the common shares and diluting their shareholdings in the Company.

Metal Price Risk

The Company’s portfolio of properties and investments have exposure to predominantly copper, gold, and silver. Commodity prices fluctuate widely and are affected by numerous factors beyond the Company’s control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The prices of these metals greatly affect the value of the Company, the price of the common shares of the Company and the potential value of its properties and investments. This, in turn, greatly affects its ability to form joint ventures, option agreements and the structure of any joint ventures formed. This is due, at least in part, to the underlying value of the Company’s assets at different metals prices.

Pandemic Outbreaks

Since early 2020, the COVID-19 pandemic has at times negatively impacted and increased volatility of global financial markets and may continue to do so. The economic viability of the Company’s long-term business plan is impacted by its ability to obtain financing, and global economic conditions impact the general availability of financing through public and private debt and equity markets, as well as through other avenues.

The health and safety of the Stakeholders remain the Company’s priority, and the Company’s camp facilities and offices have implemented travel restrictions, surveillance, monitoring and response plans, as necessary, to reduce the risk of COVID-19 exposure and outbreak, including health screening of personnel when appropriate.

As the Company continues to monitor developments with respect to COVID-19, both globally and within its operating jurisdictions, it will remain adaptive and will implement any such changes to its COVID-19 protocol, or its business in general, as may be deemed appropriate to mitigate any potential impacts to its business and its Stakeholders. Such changes, may include, but are not limited to, reduced operations, temporary closures of the Company’s project site or offices, and deviations from the timing and nature of previous operating plans. Moreover, sustained COVID-19 outbreaks have resulted in operational and supply chain delays and disruption as a result of governmental regulation and preventative measures being implemented worldwide, including in Argentina. The Company could also be required to close, curtail or otherwise limit its operating activities as a result of the implementation of any such governmental regulation or preventative measures in the jurisdictions in which the Company operates, or as a result of sustained COVID-19 outbreaks at its project site or facilities. Any such closures or curtailments could have an adverse impact on the business of the Company.

In addition to the COVID-19 pandemic, other future outbreaks of infectious diseases, or the threat of such outbreak, could have a material adverse effect on the Company by causing operational and supply chain delays and disruptions, labour shortages and shutdowns, social unrest, breach of material contracts and customer agreements, government or regulatory actions or inactions, changes in tax laws, payment deferrals, increased insurance premiums, decreased demand for base and precious metals, declines in the price of base and precious metals, delays in permitting or approvals, governmental disruptions, capital markets volatility, or other unknown but potentially significant impacts. In addition, governments may impose strict emergency measures in response to the threat or existence of an infectious disease, which could have a material adverse effect on the Company’s business.

Health and Safety Hazards

Mining exploration and operations involve health and safety hazards that could adversely affect the Company’s reputation, business and future operations. By nature, exploration and mining activities present a variety of hazards and associated health and safety risks. Workers involved in the Company’s operations are subject to many inherent health and safety risks and hazards, including, but not limited to, rock falls, slides or bursts, equipment or structural fires, falls of ground, floods, chemical and biological hazards, mineral dusts, atmospheric hazards including low oxygen levels, gases and fumes, high altitude work, use of explosives, noise, electricity, fixed and moving equipment, civil disturbances and criminal activity, which could result in occupational illness or health issues, personal injury, and loss of life, and/or facility and workforce evacuation. Even though robust health and safety controls and risk mitigation measures are in place across the Company’s operations, health and safety incidents may occur. The overall management of health and safety is governed in accordance with the requirements of the Company’s Responsible Mining Development Policy. While significant effort is made to control and eliminate potential health and safety risks, these risks cannot be eliminated and may adversely affect the Company’s reputation, business, and future operations.

Incidents resulting in serious injury or death, or those having a negative impact on surrounding communities (real or perceived) could result in litigation, civil or criminal sanctions, regulatory action

(including, but not limited to suspension of operations and/or fines and penalties), increased community tensions, or otherwise adversely affect the Company’s reputation and ability to meet its objectives.

Indigenous Peoples

The Company may operate in some areas that are presently or were previously inhabited or used by Indigenous Peoples. Various international and national laws, codes, resolutions, conventions, guidelines, and other material relate to the rights of Indigenous Peoples. Many of these materials impose obligations on government to respect the rights of Indigenous People. Some mandate that government consult with Indigenous People regarding government actions, which may affect Indigenous People, including actions to approve or grant mining rights or permits. ILO Convention 169, which has been ratified by Argentina and Chile, is an example of such an international convention. The obligations of government and private parties under the various international and national materials pertaining to Indigenous People continue to evolve and be defined. Examples of recent developments in this area include the United Nations Declaration of the Rights of Indigenous People and the International Finance Corporation’s revised Performance Standard 7, which requires governments to obtain the free, prior, and informed consent of Indigenous Peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits. The Company’s current and future operations are subject to a risk that one or more groups of Indigenous People may oppose continued operation, further development, or new development of the Copmany’s projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the Company’s activities. Opposition by Indigenous People to the Company’s operations may require modification of, or preclude operation or development of, the Company’s projects or may require the Company to enter into agreements with Indigenous People with respect to the Company’s projects.

Non-Governmental Organization Intervention

In recent years, certain communities of both Indigenous Peoples and others, as well as nongovernmental organizations, have been vocal and negative with respect to mining activities. The Company’s relationship with the communities in which it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. Community groups or non-governmental organizations may create or inflame public unrest and anti-mining sentiment among the inhabitants in areas of mineral development. These communities and organizations have taken such actions as protests, road closures, work stoppages and initiating lawsuits for damages. Such organizations can be involved, with financial assistance from various groups, in mobilizing sufficient local anti-mining sentiment to prevent the issuance of required permits for the development of mineral projects of other companies. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk. Any actions by communities and non-governmental organizations may have a material adverse effect on the Company’s activities, financial position, cash flow and results of operations.

Ability to Import Key Services and Suppliers

The Company operates in Argentina and Chile and requires the importation and use of specialist services and equipment to successfully execute on planned work programs. The ability to import key services and supplies into Argentina and Chile is regulated by various governmental authorities and the rules and

regulations governing the importation of key services and supplies are subject to change. The Company has no control over changes which may affect the ability to import required services and supplies.

Dependence on Key Personnel

The Company’s success will largely depend on the efforts and abilities of certain senior officers and key employees. Certain of these individuals have significant experience in the mining industry and, in particular, the mining industry in South America. While the Company does not foresee any reason why such officers and key employees will not remain with the Company, if for any reason they do not, the Company could be adversely affected. The Company has not purchased key man life insurance for any of these individuals.

No Operating History

Exploration projects have no operating history upon which to base estimates of future cash flows. Substantial expenditures are required to develop mineral projects. It is possible that actual costs and future economic returns may differ materially from the Company’s estimates. There can be no assurance that the underlying assumed levels of expenses for any project will prove to be accurate. Further, it is not unusual in the mining industry for new mining operations to experience unexpected problems during start-up, resulting in delays and requiring more capital than anticipated. There can be no assurance that the Company’s projects will move beyond the exploration stage and be put into production, achieve commercial production or that the Company will produce revenue, operate profitably or provide a return on investment in the future. Mineral exploration involves considerable financial and technical risk. There can be no assurance that the funds required for exploration and future development can be obtained on a timely basis. There can be no assurance that the Company will not suffer significant losses in the near future or that the Company will ever be profitable.

Conflicts of Interest

Some of the directors and employees/officers of the Company are also directors and employees/officers of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director or employee/officer of the Company may be offered to another company or companies with which the director or employee/officer is associated and may not be presented or made available to the Company. The directors and employees/officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest that they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed by the Company’s Code of Business Conduct and Ethics and the Canada Business Corporations Act.

Trading Price for the Common Shares is Volatile

The securities of publicly traded companies, particularly mineral exploration and development companies, can experience a high level of price and volume volatility and the value of the Company’s securities can be expected to fluctuate depending on various factors, not all of which are directly related to the success of the Company and its operating performance, underlying asset values or prospects. These include the risks described elsewhere in this MD&A. The trading price of the Company’s common shares has been and may continue to be subject to large fluctuations, which may result in losses to investors. The trading price of the Company’s common shares may increase or decrease in response to a number of events and factors, including:

issuances of common shares or debt securities by the Company;

the Company’s operating performance and the performance of competitors and other similar companies;
the addition or departure of key management and other personnel;
the expiration of lock-up or other transfer restrictions on outstanding common shares;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors;
the public’s reaction to the Company’s press releases, other public announcements and the Company’s filings with the various securities regulatory authorities;
changes in recommendations by research analysts who track the Company’s common shares or the shares of other companies in the resource sector;
the number of common shares to be publicly traded after an offering; and
the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements”.

In addition, the market price of the common shares is affected by many variables not directly related to the Company’s success and therefore not within the Company’s control. Factors which may influence the price of the Company’s securities, include, but are not limited to: worldwide economic conditions; changes in government policies; local community opposition to mining projects generally; investor perceptions; movements in global interest rates and global stock markets; variations in operating costs; the cost of capital that the Company may require in the future; the market price of metals, including copper, gold and silver; the price of commodities necessary for the Company’s operations; recommendations by securities research analysts; the share price performance of the Company’s competitors; news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related industry and market issues affecting the mining sector; publicity about the Company, the Company’s personnel or others operating in the industry; loss of a major funding source; and all market conditions that are specific to the mining industry, including other developments that affect the market for all resource sector shares, the breadth of the public market for the common shares, and the attractiveness of alternative investments. The effect of these and other factors on the market price of Shares on the exchanges on which the Company trades has historically made the Company’s share price volatile and suggests that the Company’s share price will continue to be volatile in the future.

As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Control of NGEx Minerals

As at the date of this MD&A, Zebra and Lorito, who report their security holdings as joint actors, are control persons of NGEx Minerals (as defined by the Canadian securities regulations). As long as Zebra and Lorito maintain significant interests in the Company, they will have the ability to exercise certain influence with respect to its affairs and significantly affect the outcome of the votes of shareholders. There is a risk that the interests of Zebra and Lorito differ from those of other shareholders.

As a result of the significant holdings of Zebra and Lorito, there is a risk that the Company’s securities are less liquid and trade at a relative discount compared to circumstances where these persons did not have the ability to influence or determine matters affecting NGEx Minerals. Additionally, there is a risk that their significant interests in the Company discourages transactions involving a change of control thereof, including transactions in which an investor, as a holder of the Company’s securities, would otherwise receive a premium for its Company’s securities over the then-current market price.

Infrastructure

Development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power and water supplies are important determinants that affect costs. The Company’s ability to obtain a secure supply of power and water at a reasonable cost depends on many factors, including: global and regional supply and demand; political and economic conditions; problems that can affect local supplies; delivery; and relevant regulatory regimes. Power and water are currently in short supply throughout Northern Chile and this may adversely affect the ability of the Company to explore and develop its Chilean project. Unusual or infrequent weather phenomena, sabotage or government, and other interference in the maintenance or provision of such infrastructure could adversely affect the activities and profitability of the Company.

Establishing such infrastructure will require significant resources, identification of adequate sources of raw materials and supplies and necessary cooperation from national and regional governments, none of which can be assured. There is no guarantee that the Company will secure these power, water and access rights going forward or on reasonable terms.

Global Financial Conditions and their Impact on Share Prices and Access to Financing

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 favourable terms, or at all.

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 its projects, 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 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.

Currency Risk

The Company will transact business in a number of currencies including but not limited to the US Dollar, the Argentine peso and the Chilean peso. The Argentine peso in particular has had significant fluctuations in value relative to the US and Canadian dollars. Ongoing economic uncertainty in Argentina as well as unpredictable changes to foreign exchange rules may result in fluctuations in the value of the Argentine peso that are greater than those experienced in the recent past. Fluctuations in exchange rates may have a significant effect on the cash flows of the Company. Future changes in exchange rates could materially affect the Company’s results in either a positive or a negative direction. The Company does not currently engage in foreign currency hedging activities.

Information Systems and Cyber Security

The Company's operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Application of Anti-Corruption and Anti-Bribery Laws

The Company is required to comply with anti-corruption and anti-bribery laws, including the Extractive Sector Transparency Measures Act, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the countries in which the Company conducts its business. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company.

Competition

There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential, as well as the necessary labour and supplies required to develop such properties. The Company competes with other exploration and mining companies, many of which have greater financial resources, operational experience and technical capabilities than the Company, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. The Company may not be able to maintain or acquire attractive mining properties on terms it considers acceptable, or at all. Consequently, its financial condition could be materially adversely affected.

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.

Climate Change and Carbon Pricing

Climate change is a top priority for many countries and jurisdictions around the world and governments and regulators continue to implement and develop new rules and regulations to control carbon gas or “green-house” gas emissions attributable to climate change. As part of their efforts to shift to lowercarbon economies, governments have implemented carbon pricing, a mechanism that harnesses market forces to address climate change by creating financial incentives to lower emissions. Some of these mechanisms include the implementation of taxes on fuel sales, emissions trading schemes, and fossil fuel extraction fees, all of which are expected to play an ongoing role in global efforts to address climate change. The cost of compliance with various climate change regulations will ultimately be determined by the regulations themselves and by the markets that evolve for carbon credits and offsets and, as a result, the financial impact, if any, on the Company’s operations cannot yet be fully understood.

The potential physical impacts of climate change due to extreme weather events on the Company’s operations are also highly uncertain and may be particular to the unique geographic circumstances associated with the Company’s projects and operations. Due to changes in global climate conditions, many scientists predict an increase in the frequency of extreme weather events such as severe and unpredictable rain and snowfall precipitation, winds, floods, droughts, and other types of extreme weather conditions and events. Such events could disrupt the Company’s operations and development activities; impact the Company’s equipment and infrastructure; impede access to the Companys projects and properties; or threaten the health and safety of the Company’s employees and contractors.

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.

Conducting Business through Foreign Subsidiaries

The Company conducts a portion of its business through one or more foreign subsidiaries, and a portion of its assets may be held by such entities. Accordingly, any limitation on the transfer of cash or other assets between the Company and its subsidiaries, or among its subsidiaries, could restrict the Company’s ability to fund operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s valuation.

Litigation Risk

All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, the litigation process could take away from management time and efforts and the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s financial position, results of operations or the Corporation’s property development.

Outside Contractor Risks

It is common for certain aspects of mining operations, such as drilling, to be conducted by outside contractors. As a result, the Company is subject to a number of risks, including: reduced control over the aspects of the tasks that are the responsibility of the contractors; failure of the contractors to perform under their agreements with the Company; inability to replace the contractors if their contracts are terminated; interruption of services in the event that the contractors cease operations due to insolvency or other unforeseen events; failure of the contractors to comply with applicable legal and regulatory requirements; and failure of the contractors to properly manage their workforce resulting in labour unrest or other employment issues.

Taxes, Royalties and Other Charges

The Company runs its business in different countries and strives to run its business in as tax efficient a manner as possible. The Company is potentially subject to taxes (including income taxes and mineral taxes), various fees and royalties imposed by various levels of government across the jurisdictions in which it operates. The laws imposing these taxes, fees and royalties and the manner in which they are administered may in the future be changed or interpreted in a manner that materially and adversely affects our business, financial position and results of operations. Repatriation of earnings to Canada from other countries may be subject to withholding taxes or restricted by currency controls. The Company has no control over withholding tax rates.

QUALIFIED PERSON AND TECHNICAL INFORMATION

The scientific and technical disclosure included in this MD&A have been reviewed and approved by Bob Carmichael, P. Eng. (BC). Mr. Carmichael is the Company's Vice-President of Exploration and a Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects. (“NI 43-101”).

Mineral Resource estimates for the Los Helados Project have an effective date of April 26, 2019. The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the 43-101 technical report for the project, entitled “Technical Report on the Los Helados Porphyry Copper-Gold Deposit, Chile”, dated August 6, 2019 and authored by F. Devine, P.Geo., G. Zandonai, RMCMC, and G. Di Prisco, P.Geo. This report is available on the Company’s website at www.ngexminerals.com or under the Company’s profile at www.sedar.com.

Mineral Resources are reported using a CuEq cutoff grade. Copper equivalent is calculated using US$3.00/lb copper, US$ 1,300/oz gold and US$23/oz silver, and includes a provision for selling costs and metallurgical recoveries corresponding to three zones defined by depth below surface. The formulas used are: CuEq% = Cu% + 0.6264Au (g/t) + 0.0047Ag (g/t) for the Upper Zone (surface to ~ 250 m); Cu% + 0.6366Au (g/t) + 0.0077Ag (g/t) for the Intermediate Zone (~250 m to ~600 m); Cu% + 0.6337Au (g/t) + 0.0096Ag (g/t) for the Deep Zone (> ~600 m).

Copper equivalent values reported for the 2021/2022 Valle Ancho Program, the H1 2022 Los Helados Program, and the 2022/2023 Los Helados Program were based on US$ 3.50/lb Cu, US$ 1,700/oz Au and US$ 20/oz Ag. Respective assumed metal recoveries and CuEq formulae are as presented in the footnote to the associated tables of summarized drill results (see “2022 Operating Highlights and Outlook” section above).

The Company’s Mineral Resource estimates as reported in this MD&A have been prepared in accordance with the CIM Definition Standards that are incorporated by reference in NI 43-101.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made and information contained herein in the MD&A constitutes “forward-looking information” and forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking information” or “forward-looking statements”) concerning the business, operations, financial performance and condition of NGEx Minerals. The forward-looking information contained in this MD&A is based on information available to the Company as of the date of this MD&A. Except as required under applicable securities legislation, the Company does not intend, and does not assume, any obligation, to update this forward-looking information. Generally, any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance, (often, but not always, identified by words or phrases such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", “projects” , “estimates”, “budgets”, “scheduled”, “forecasts”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible”, "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results “will”, "may", "could", "would", “should”, "might" or "will be taken", "will occur" or "will be achieved" or the negative connotations thereof and similar expressions) are not statements of historical fact and may be forward-looking statements.

All statements other than statements of historical fact may be forward-looking statements. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks and uncertainties relating to, among other things, the inherent uncertainties regarding Mineral Resource estimates, cost estimates, changes in commodity prices, currency fluctuation, financings, changes in share price; unanticipated resource grades, infrastructure, results of exploration activities, cost overruns, availability of materials and equipment, timeliness of government approvals, taxation, political risk and related economic risk and unanticipated environmental impact on operations as well as other risks, and uncertainties and other factors, including, without limitation, those referred to in the “Risks and Uncertainties” section of the MD&A, and elsewhere, which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

The Company believes that the expectations reflected in the forward-looking statements and information included in this MD&A are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements and information should not be unduly relied upon. This statement and information is as of the date of the MD&A. In particular, this MD&A contains forward-looking statements or information pertaining to: the assumptions used in the Mineral Resources estimates for the Los Helados Project, including, but not limited to, geological interpretation and grades; assumptions made in the interpretation of drill results, geology, grade and continuity of mineral deposits; expectations regarding access and demand for equipment, skilled labour and services needed for exploration and development of mineral properties; and that activities will not be adversely disrupted or

impeded by exploration, development, operating, regulatory, political, community, economic and/or environmental risks. In addition, this MD&A may contain forward-looking statements or information pertaining to: exploration and development plans and expenditures, including the size, scope, nature, timing and foci of the Company’s future exploration programs, particularly at Los Helados, Valle Ancho and Potro Cliffs; the anticipated improvements to efficiency that will be realized through directional drilling at Los Helados; the amount or timing of drilling that will be completed during the 2022/2023 Los Helados Program;whether current interpretation of the exploration and/or drill results to date will be confirmed by future work, including statements regarding prospectivity of exploration properties, the accuracy of a geological model, or the ability to extend and define of the Fenix, Alicanto and Condor Zones at Los Helados; the result of the Province of Catamarca’s review of the Company’s submission with respect to the completion of the earn-in expenditure at Valle Ancho to secure a 100% interest therein and the timing thereof; the expected results or success of exploration activities at Potro Cliffs, including but not limited to, drill results from the current program underway and the anticipated drill meters to be completed at Potro Cliffs, including whether the Company will drill holes in addition to the two initially planned and completed; the expected timing of assay results generated by the Company's drill program at Potro Cliffs; the future uses of the Company’s cash and working capital, including the net proceeds resulting from the Financing; the success of future exploration activities; potential for the discovery of new mineral deposits or expansion of existing mineral deposits; ability to build shareholder value; expectations with regard to adding to Mineral Resources through exploration; expectations with respect to the conversion of Inferred Resources to an Indicated Resource classification, or the conversion of Indicated Resources to a Measured Resource classification; ability to execute the planned work programs; estimation of commodity prices, Mineral Resources, estimations of costs, and permitting time lines; ability to obtain surface rights and property interests; currency exchange rate fluctuations; requirements for additional capital; government regulation of mining activities; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; and other risks and uncertainties.

Forward-looking information is based on certain assumptions that the Company believes are reasonable, including that the current price of and demand for commodities will be sustained or will improve, the supply of commodities will remain stable, that the general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms and that the Company will not experience any material labour dispute, accident, or failure of plant or equipment. These factors are not, and should not be construed as being, exhaustive. Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in such statements, as a result of the factors discussed in the “Risk and Uncertainties” section of this MD&A, and elsewhere. All of the forward-looking information contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.

Statements relating to "Mineral Resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the Mineral Resources described can be profitably produced in the future.