NGEX MINERALS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2024

(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, 2024 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 as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The effective date of this MD&A is March 25, 2025. Additional information about the Company and its business activities is available on SEDAR+ at www.sedarplus.ca 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 engineering and other studies that are required to prepare its projects for eventual development by the Company, in collaboration with its partners, as applicable, 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 common shares trade on the Toronto Stock Exchange under the symbol "NGEX", and on the OTCQX under the symbol "NGXXF".

Lunahuasi

The Company owns a 100% interest in the Lunahuasi project, a high-grade copper-gold-silver deposit located in San Juan Province, Argentina ("Lunahuasi" or the "Lunahuasi Project"), which is the most recent major deposit discovered in the emerging Vicuña District, which also hosts the Caserones Mine, the Josemaría deposit, the Filo del Sol deposit, and the Company's Los Helados copper-gold deposit. Drilling at Lunahuasi has discovered a significant new zone of high-grade mineralization, showcasing some of the highest copper, gold and silver grades drilled to date in the Vicuña District and intersected globally in recent years. Follow-up drilling completed during the Phase 2 2023-2024 field program, which ended in April 2024, has demonstrated the significant size potential of the initially discovered high-grade copper-gold-silver veins and confirmed the presence of longer intercepts of high-grade stockwork mineralization. Both styles of mineralization are interpreted to be part of a porphyry copper-gold system centered nearby and following up on these initial findings will continue to be a focus for the Company moving forward.

The Lunahuasi Project, as currently defined, is located on the Nacimiento I concession. The Nacimiento I concession is subject to a 1% net smelter return ("NSR") royalty, which on December 31, 2024, was held by Filo Corp. ("Filo"), a related party of the Company by way of directors, officers and shareholders in common. On January 15, 2025, following the acquisition of Filo by Vicuña Corp., a joint venture formed by Lundin Mining Corporation ("Lundin Mining") and BHP Investments Canada Inc. ("BHP"), the 1% NSR royalty on the Nacimiento I concession is now held therein, which is not a related party of the Company.

The Nacimiento I concession is also subject to an additional third-party NSR royalty of 0.5% covering the first 10 years of production. The same third party is also entitled to a one-time payment of US$ 2.0 million upon commencement of production at Nacimiento I.

Los Helados

The Company's most advanced 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 (approximately 69%) partner and operator of the Los Helados Project, which is subject to a Joint Exploration Agreement (the "JEA") with its partner (approximately 31%), Nippon Caserones Resources LLC ("NCR"). NCR is a subsidiary of JX Advanced Metals Corporation, a Tokyo-based mining and smelting company that also has an indirect 30% ownership interest in the Caserones Mine, located approximately 17km from Los Helados. The remaining 70% controlling interest in the Caserones Mine is held by Lundin Mining. The Company and Lundin Mining are not related parties, however they are respectively part of the Lundin Group of Companies, which are entities in which companies owned by trusts whose settlor was the late Adolf H. Lundin hold varying degrees of equity interest. By virtue of its majority interest in the Caserones Mine, and it being a joint venture partner with BHP in the future development of the Josemaria and Filo del Sol projects, Lundin Mining currently has a significant interest in three of the major projects in the Vicuña District within which the Company's Los Helados and Lunahuasi Projects reside.

The total area of the Los Helados Property legal tenure is 31,428 hectares, all of which is subject to the JEA. While the Los Helados concessions are not subject to royalties, back-in rights, or other obligations in favour of third parties, pursuant to the terms of the JEA, a party's interest is automatically converted to a 0.5% net smelter return ("NSR") royalty if it is diluted to below 5%. In addition to a specific tax on mining activities, the Chilean government also levies royalties in the form of a mining tax on dividends paid by a Chilean mining company.

The Company's most recent Mineral Resource Estimate for the Los Helados Project is summarized in the following table, which has an effective date of October 31, 2023. The Company's Mineral Resources 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. In this MD&A, Mineral Resources may be referred to interchangeably as "Mineral Resource Estimates" or "Mineral Resource Estimations".

Los Helados Mineral Resources (0.33% CuEq Cutoff)
	Tonnage	Resource Grade				Contained Metal
Class	(billion tonnes)	Cu (%)	Au (g/t)	Ag (g/t)	CuEq (%)	Cu (billion lbs)	Au (million oz)	Ag (million oz)
Indicated	2.08	0.40	0.15	1.5	0.51	18.4	10.2	97.5
Inferred	1.08	0.34	0.10	1.5	0.42	8.2	3.6	50.2

The key assumptions, parameters, and methods used to develop these Mineral Resource Estimates are contained in the 43-101 technical report entitled "Technical Report on the Los Helados and Lunahuasi Projects, Chile and Argentina", dated December 13, 2023 (the "Technical Report"), prepared by Luke Evans, M.Sc., P.Eng., SLR Consulting (Canada) Ltd., and Giovanni Di-Prisco, Ph.D., P.Geo., Terra Mineralogical Services Inc. This report is available on the Company's website at www.ngexminerals.com or under the Company's profile at www.sedarplus.ca.

2024 OPERATING HIGHLIGHTS AND OUTLOOK

Lunahuasi Continues to Exceed Expectations with High-grades and Significant Potential for Scale

During the year ended December 31, 2024, the Company focused on advancing and accelerating exploration at the Lunahuasi deposit, located in San Juan, Argentina. Discovered in early 2023, Lunahuasi has quickly grown to become a cornerstone asset within the Vicuña District due to its remarkably high-grades, significant size potential, and strategic location close to neighbouring advanced properties in this emerging giant metals region.

In the first half of 2024, the Company successfully completed its second ever drill program at Lunahuasi with 12,952m of core drilling in 15 holes. The Phase 2 campaign continued to intersect long, bonanza-grade intervals in and around the initial discovery hole, DPDH002, and confirmed the presence of mineralized high-grade structures throughout a volume measuring at least 400m by 900m by 960m. Importantly, the Lunahuasi deposit remained open in all directions with several of the holes that marked the outer boundaries of the drill pattern returning significant mineralization, such as:

Northern boundary: DPDH002 which included 60.0m at 7.52% copper equivalent ("CuEq") (5.65% Cu, 2.04 g/t Au, 44.0 g/t Ag);
Southern boundary: DPDH021 which included 58.1m at 6.04% CuEq (3.53% Cu, 2.76 g/t Au, 56.3 g/t Ag) 380m south of the intersection in DPDH002; and
Western boundary: DPDH022 which included 12.1m at 4.48% CuEq (3.82% Cu, 0.59 g/t Au, 25.2 g/t Ag) near the bottom of the hole, 500m west of the intersection in DPDH002.

Building on the success of its Phase 2 program, the Company launched its ambitious Phase 3 drill program at Lunahuasi in October 2024, which is planned to continue into May 2025. As of the date of this MD&A, the Phase 3 program has already completed over 18,000m of drilling in 18 holes (DPDH024 to DPDH041), becoming the Company's largest campaign to date at Lunahuasi. The program also includes drill rigs with depth capacities beyond 2,000m which are intended to test the western extent to the system.

Most notably, the Phase 3 program is testing the Lunahuasi deposit at three target scales:

Long-range exploration holes (+300m spacing) are big step-outs that are testing for significant extensions of mineralization to the north, south, and west.
Mid-range step out holes (50-300m spacing) are exploring for extensions of the mineralized zone in all directions and start to fill in large gaps in the drill pattern.
Short-range infill holes (30-50m spacing) are testing the short-range variability of mineralized structures and high-grade zones and confirming the main structural orientations, ultimately contributing towards developing a future mineral resource estimate for Lunahuasi.

As of the date of this MD&A, four sets of assay results from the Phase 3 program have been released by the Company. Highlights from Phase 3 up to the date of this MD&A include:

Continuation of high- to bonanza-grade intersections across considerable widths, including within short-range holes, which have confirmed local bonanza grades within the mineralized structures. Highlights include:
DPDH024 which intersected 86.60m at 4.39% CuEq (1.76% Cu, 3.37 g/t Au, 20.6 g/t Ag), including 12.25m at 23.35% CuEq (9.36% Cu, 18.16 g/t Au, 84.7 g/t Ag);
DPDH028 which intersected 51.10m at 13.84% CuEq (5.98% Cu, 9.70 g/t Au, 90.4 g/t Ag);

DPDH032 which intersected 27.40m at 25.19% CuEq (7.80% Cu, 23.17 g/t Au, 55.9 g/t Ag) including 8.60m at 15.80% Cu, 69.82 g/t Au and 127.4 g/t Ag; and
DPDH035 which intersected 51.5m at 12.26% CuEq (including 10.42 g/t Au) including 21.50m at 23.81% CuEq (including 23.81 g/t Au);

Significant expansion of the Lunahuasi deposit with successful mid- and long-range step out holes that have extended the mineralized volume to a minimum distance of 1km north-south, east-west, and vertically. Of particular note, the largest step-outs completed at Lunahuasi and assayed to date include:
DPDH028, the best hole drilled to date at Lunahuasi, which was drilled deeper and to the west of all previous holes;
DPDH029, which was drilled 470m south of DPDH028 and returned 157.7m at 2.18% CuEq (1.67% Cu, 0.49 g/t Au, 16.7 g/t Ag); and
DPDH033, which extended the deposit 50m to the north with 16.25m at 6.79% CuEq (5.05% Cu, 1.87 g/t Au, 42.5 g/t Ag) plus 23.00m at 4.49% CuEq (2.34% Cu, 2.51 g/t Au, 35.6 g/t Ag);
Presence of elevated high-grade precious metals, particularly gold, with several intersections being comparable or even exceeding renowned world-class, high-grade gold deposits. Notable examples include:
DPDH024 with 4.05m at 42.58g/t Au;
DPDH025 with 5.74m at 19.13 g/t Au;
DPDH028 with 8.20m at 39.11 g/t Au, within a broader interval of 51.10m at 9.70 g/t Au;
DPDH032 with 27.4m at 23.17 g/t Au; and
DPDH035 with 51.50m at 10.42 g/t Au, including 21.50m at 23.81 g/t Au.

Composited intervals from all Lunahuasi holes up to the date of this MD&A, including from the Company's Phase 2 and Phase 3 drill programs can be found in the Company's most recent annual information form ("AIF"), as filed on SEDAR+ at www.sedarplus.ca.

In response to early success, the Phase 3 program was expanded from six to eight rigs in February 2025 and is now targeting up to 25,000m of drilling. With the deposit remaining open in all directions, one of the main objectives for the remainder of the current Phase 3 program will be to continue step out drilling to expand the known mineralized zones and test for extensions of the known mineralization to the west, north and south of the current drill pattern.

As of the date of this MD&A, full assay results having been received and released for holes DPDH024 to DPDH026, DPDH028, DPDH030 and DPDH031 and partial assays for an additional six holes (DPDH027, DPDH029 and DPDH032 through DPDH035). Remaining assay results from Phase 3 will be released as they are received, analyzed, and confirmed by the Company.

2024 CORPORATE HIGHLIGHTS

Successful Completion of Oversubscribed Financing

On October 31, 2024, the Company successfully closed an oversubscribed non-brokered private placement, pursuant to which the Company sold an aggregate of 16,082,453 common shares at a price of CAD$11.00 per common share, generating gross proceeds of approximately CAD$176.9 million (the "Financing"). Share issuance costs related to the Financing totaled $5.9 million, and included professional fees, regulatory fees, and 5% finders' fees payable in cash on approximately $46.5 million of the gross proceeds from the Financing.

As part of the Financing, Nemesia S.à.r.l. ("Nemesia") purchased 2,272,727 common shares, pursuant to the terms outlined above, for gross proceeds of $25.0 million. By virtue of Nemesia's shareholding in the Company in excess of 20%, it is considered a related party of the Company. In addition, as part of the Financing, directors and members of the executive management team of the Company purchased a total of 122,909 common shares pursuant to the terms outlined above, for gross proceeds of $1.4 million.

The net proceeds of the Financing have been, and will be, predominantly used towards furthering exploration programs at the Lunahuasi Project, continued exploration and maintenance of the Company's Los Helados Project, as well as for general corporate and working capital purposes.

The common shares issued under the Financing were subject to a hold period under applicable securities laws, which expired on March 1, 2025.

RESULTS FROM OPERATIONS

Year Ended	Dec-24	Dec-23	Dec-22
Net loss ($000's)	63,597	37,718	32,415
Loss per share, basic and diluted ($)	0.33	0.21	0.20
Total assets ($000's)	208,563	81,293	32,312

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-24	Sep-24	Jun-24	Mar-24	Dec-23	Sep-23	Jun-23	Mar-23
Exploration costs ($000's)	27,195	6,218	7,818	22,519	9,795	4,469	10,898	15,122
Operating loss ($000's)	30,634	12,253	9,795	24,378	11,714	8,675	12,116	16,483
Net loss ($000's)	26,427	9,847	7,579	19,744	8,614	4,218	9,719	15,167
Net loss per share, basic and diluted ($)	0.13	0.05	0.04	0.11	0.04	0.02	0.06	0.09

NGEx Minerals incurred a net loss of $63.6 million for the year ended December 31, 2024 (2023: $37.7 million), including an operating loss of $77.1 million (2023: $49.0 million). As a result 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, exploration and project investigation costs are the most significant expenditure category of the Company and for the year ended December 31, 2024, accounted for approximately 83% of the operating loss (2023: 82%). Due to the geographic location of the Company's mineral properties, the Company's business activities generally fluctuate with the seasons, with 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 or project work, could affect the level of exploration activities and net loss in a particular period.

Exploration and project investigation costs for the year ended December 31, 2024, were $63.8 million (2023: $40.3 million). The significant increase for the year ended December 31, 2024, is due primarily to the relatively larger field and drill programs undertaken by the Company during the year compared to the campaigns conducted during the comparative period. For the year ended December 31, 2024, the Company completed the bulk of its 4-rig, Phase 2 program at Lunahuasi and also initiated its 6-rig, Phase 3 campaign in October 2024, as discussed in the "2024 Operating Highlights and Outlook" section above. By comparison, for the year ended December 31, 2023, the Company had only conducted a small 2-rig maiden drill program at Lunahuasi to start the year, while drilling was focused on the Los Helados Project with a 4-rig expansion and infill program. Following the discovery of the Lunahuasi deposit during this first ever drill campaign, the Company made preparations for follow-up drilling, which began as Phase 2 in October 2023.

In addition, the higher exploration and project investigation costs for the year ended December 31, 2024, is due to the activity and related expenditures predominantly occurring in Argentina for the Lunahuasi project, whereas a significant portion of the activity in the comparative period occurred at the Los Helados Project, located in Chile. Specifically, operating in Argentina, relative to Chile, generally results in higher reported costs for financial reporting purposes due the country's high inflation, which increases Argentine peso-denominated costs, and restrictions placed on the official exchange rates, which value the Argentine peso at artificially high levels. In addition, costs incurred by the Company's Argentine's operating subsidiaries are subject to hyperinflation accounting adjustments, which increase transactions recorded during the period into a measuring unit current as of the period end. During the year ended December 31, 2024, exploration and project investigation costs included a hyperinflation adjustment of approximately $3.3 million as a result of the Company's exploration activity in Argentina (2023: $2.5 million).

For further details on the Company's application of hyperinflation accounting, and the methods by which it manages the deployment of capital into Argentina through the use of alternate funding mechanisms, refer to the Company's consolidated financial statements and related notes therein.

Excluding share-based compensation, administration costs for the year ended December 31, 2024 totaled $6.9 million (2023: $5.1 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, 2024, were higher than the 2023 comparative year primarily due to higher compensation costs, promotion and public relations costs and general office expenses. The increase in compensation costs for the year ended December 31, 2024, is due to severance payments made in the current periods, as well as a higher average personnel headcount and base compensation levels, which reflect increases in resources and support in response to the Company's growth since 2023. The increase in promotion and public relations costs during the year ended December 31, 2024, is the result of an increase in scope in the Company's investor relations initiatives to coincide with the recent increase in the Company's market capitalization and profile. Office and general costs have increased during the year ended December 31, 2024, due to additional fees paid in connection with the commencement of trading of the Company's common shares on the TSX and OTCQX in February and March 2024, respectively.

Interest income for the year ended December 31, 2024, totalled $3.6 million (2023: $1.9 million). The increase in interest income earned for the year ended December 31, 2024, is due primarily to the significantly higher average total balance of cash and short-term investments held by the Company during the year, which resulted from net proceeds raised by the Financing as discussed in the "2024 Corporate Highlights" section above.

For the year ended December 31, 2024, the Company reported a foreign exchange gain of $2.2 million (2023: loss of $0.1 million). The foreign exchange gain is due to the depreciation of the Canadian dollar against the US dollar, particularly during the latter portion of 2024, which resulted in gains realized on revaluation of US dollars held by the Company's Canadian headquarters into its Canadian dollar functional currency at December 31, 2024.

The Company recognized a net monetary loss of $512,258 during the year ended December 31, 2024 (2023: gain of $637,663), in relation to the application of hyperinflationary accounting for the Company's Argentine subsidiaries. The monetary loss recognized is the result of changes in the Argentine price indices and changes to the net monetary position of the Company's Argentine operating subsidiaries during the year ended December 31, 2024. 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, 2024, the Company recognized a gain of $9.2 million (2023: $9.0 million) on the use of marketable securities for this purpose, which represents the net benefit of having used this funding mechanism over traditional methods. Although the gains are comparable in size, more funding was provided to its Argentine subsidiaries during the year ended December 31, 2024, which reflects the significantly larger scope of work undertaken at Lunahuasi during 2024 as described in the "2024 Operating Highlights and Outlook" section above. However, during the year ended December 31, 2024, the spread between using this alternate funding mechanism over traditional methods significantly contracted, which has largely offset the impact of the increased funding.

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.

In other comprehensive loss, the Company reported a foreign currency translation loss of $114,672 for the year ended December 31, 2024 (2023: $929,853) on translation of subsidiary company accounts from their functional currency to the Canadian dollar presentation currency. For the year ended December 31, 2024, the foreign currency translation impact 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, 2024, the impacts of hyperinflation amounted a gain of $3.2 million (2023: loss of $1.3 million), which consists of adjustments recognized on the continuing inflation of opening non-monetary balances during the year and the ongoing translation of the Company's Argentine subsidiaries into the Canadian dollar presentation currency for consolidation.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2024, the Company had cash of $153.4 million, short-term investments of $45.2 million and net working capital of $188.9 million compared to cash of $59.5 million, short-term investments of $15.2 million and net working capital of $69.7 million as at December 31, 2023. The Company's total treasury, consisting of its cash and short-term investments, and net working capital increased during the year ended December 31, 2024, due primarily to net proceeds received from the Financing, as discussed above, and to $2.7 million in gross proceeds received pursuant to the exercise of stock options (2023: $1.5 million). The increases have been partially offset by funds used in operations, including mineral property and surface access rights payments, and for general corporate purposes.

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, 2024, the Company also engaged with Filo, as discussed below.

Buy back of Lunahuasi Royalty

On May 13, 2024, the Company repurchased two thirds of a 3% NSR royalty (i.e. a 2% NSR royalty) on the Nacimiento 1 concession from Filo, a related party at the time by way of directors, officers and shareholders in common, pursuant to a buy back option for cash consideration totaling US$ 1.5 million. The Company's Lunahuasi deposit, as currently defined, is located within the Nacimiento 1 concession. The consideration paid for the buy back had a Canadian dollar equivalent of $2,048,456, which has been recorded as an addition to the mineral property balance for Lunahuasi.

The buy back has resulted in a residual 1% NSR royalty on the Nacimiento 1 concession, as described in the "Core Business" section above.

Acquisition of mineral properties

In April 2024, the Company acquired a 100% interest in certain exploitation and exploration concessions located in Chile (the "Maricunga Properties") from Filo for total cash consideration having a Canadian dollar equivalent of $94,096. The Maricunga Properties are adjacent to the Valle Ancho and Interceptor properties (collectively, "Valle Ancho" or the "Valle Ancho Project"), in which the Company holds a 100% interest.

Related party services

The Company has cost sharing arrangements with Filo. 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 Filo, and vice versa. In addition, historically, the Company has engaged MOAR Consulting Inc. ("MOAR"), an exploration consulting firm, of which a director of the Company is the president. These transactions were incurred in the normal course of operations, and are summarized as follows:

	Year ended December 31,
	2024	2023
Management Services to Filo	269,069	285,642
Management Services from Filo	(298,654)	(436,784)
Exploration Consultation from MOAR	-	(11,825)

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:

	Related Party	December 31, 2024	December 31, 2023
Receivables and other assets	Filo	80,345	67,466
Accounts payable and accrued liabilities	Filo	(67,502)	(52,858)

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,
	2024	2023
Salaries and other payments	1,155,790	912,411
Short-term employee benefits	36,576	26,825
Directors fees	148,841	97,000
Stock-based compensation	5,573,733	3,074,327
Short-term incentive bonuses	1,130,000	1,122,000
Severance	290,000	-
	8,334,940	5,232,563

MATERIAL ACCOUNTING POLICIES

The Company's material accounting policies are described in Note 3 to the consolidated financial statements for the year ended December 31, 2024, as filed on SEDAR+ at www.sedarplus.ca.

New Accounting Pronouncements

The International Accounting Standards Board ("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, 2024.

IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued targeted amendments to the classification and measurement of financial instruments to respond to recent questions arising in practice, and to include new requirements not only for financial institutions, but also for corporate entities. The amendments to IFRS 9 and IFRS 7 comprise of the following:

Clarify the recognition and derecognition dates for certain financial assets and liabilities, including a new exception for financial liabilities settled through an electronic cash transfer system;
Provide additional guidance on assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
Introduce new disclosure requirements for instruments with contractual terms that can alter cash flows, such as financial instruments linked to the achievement of environmental, social and governance (ESG) targets;
Update the disclosure requirements for equity instruments designated at fair value through other comprehensive income (FVOCI).

These amendments will apply prospectively for annual reporting periods beginning on or after January 1, 2026, with early application permitted.

IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, aiming to enhance the transparency and compatibility of financial reporting across entities. This standard will replace IAS 1 and introduces potentially significant changes to the presentation of financial statements, particularly the statement of profit or loss. IFRS 18 introduces a specified structure by requiring income and expenses to be presented into three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided ("management-defined performance measures"), IFRS 18 requires disclosure of the explanations around those measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and notes.

The standard is effective for reporting periods beginning on or after January 1, 2027. Retrospective application is required, and early application is permitted.

The Company continues to assess the potential impacts of that the adoption of the new or amended financing reporting standards may have on its consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards, such as the underlying consolidated financial statements for the year ended December 31, 2024, 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, 2024 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, 2024.

FINANCIAL INSTRUMENTS

As at December 31, 2024, the Company's financial instruments consist of cash, receivables and other assets, short-term investments, trade payables and 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, 2024, 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 minimal as the Company deposits the majority of its cash with large Canadian financial institutions that have been accorded a strong investment grade rating by a primary rating agency or received adequate deposit insurance coverage.

(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, such as Nemesia. The Company also closely monitors and reviews its costs to date and actual cash flows on a monthly basis.

The maturities of the Company's financial liabilities as at December 31, 2024 are as follows:

	Total	Less than 1 year	1-5 years	More than 5 years
Accounts payable and accrued liabilities	12,576,024	12,576,024	-	-
Due to exploration partner	4,707,571	-	-	4,707,571
Total	17,283,595	12,576,024	-	4,707,571

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$ 3.3 million as of December 31, 2024, 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 $956,041 at December 31, 2024 (2023: $634,740). 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, 2024, the Company's largest foreign currency risk exposure existed at the level of its Canadian headquarters, where the Company held a net financial asset position denominated in US dollars having a Canadian dollar equivalent of approximately $53,800,000. A 10% change in the foreign exchange rate between the US dollar, and the Canadian dollar, NGEx Minerals' functional currency, would give rise to increases/decreases of approximately $5,380,000 in financial position/comprehensive loss.

OUTSTANDING SHARE DATA

As at March 25, 2025, the Company had 207,017,111 common shares outstanding and 11,007,999 share options outstanding under its share-based incentive plan.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure controls and procedures ("DC&P")

DC&P are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation. They include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company's management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's DC&P. As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have each concluded that the Company's DC&P, as defined in NI 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings, are effective to achieve the purpose for which they have been designed.

Internal controls over financial reporting ("ICFR")

The Company's ICFR are designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The Company's ICFR include policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with IFRS Accounting Standards; receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

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

Management uses the Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations for the Treadway Commission (COSO) in order to assess the effectiveness of the Company's ICFR.

The Company's management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's ICFR. As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have each concluded that the Company's ICFR, as defined in NI 52-109 – Certification of Disclosure in Issuer's Annual and Interim Filings, are effective to achieve the purpose for which they have been designed.

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. Further discussion and additional risk factors are also available in the Company's most recent AIF, as filed on SEDAR+ at www.sedarplus.ca. 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

Mineral 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 involve 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 personnel involved and the capital required to support exploration 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 elsewhere in this MD&A, and include the particular attributes of the deposit (such as size, grade, metallurgy, expected recovery rates of metals from the ore 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, precipitation, 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 Resources Estimates

The Company's reported Mineral Resources are estimations only. No assurance can be given that the estimated Mineral Resources are accurate or that the indicated level of copper, gold, silver or any other mineral can ultimately be recovered or produced. 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. Actual mineralization or formations may be different from those predicted. 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 mining shapes and slopes;
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.

It may take many years from the initial phase of drilling before production is possible and during that time the economic outlook and feasibility of exploiting a discovery may change, due to changes in factors such as, but not limited to, the market price of copper, gold and silver and certain other metals, production and capital costs, or reduced recovery rates. Such changes may have negative impacts on the merit of continued exploration and development related to the Company's Mineral Resources and may therefore have negative effects on its business.

Permitting

The Company's development and exploration activities are subject to permitting requirements in both Argentina and Chile. In particular, comprehensive environmental assessments will be necessary in Chile for any future development of Los Helados, and similarly in Argentina for Valle Ancho and Lunahuasi. 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/or its directors and officers, and may materially adversely affect the Company's business, results of operations or 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.

Surface Access

Argentina

In Argentina, mining rights, differ from the surface property rights. The Argentine Mining Code sets out rules under which surface rights and easements can be granted for a mining operation, and covers aspects including land occupation, rights-of-way, access routes, transport routes, rail lines, water usage and any other infrastructure needed for operations. In general, compensation must be paid to the affected landowner in proportion to the amount of damage or inconvenience incurred. However, no provisions or regulations have been enacted as to the nature or amount of the compensation payment. In instances where no agreement can be reached with the landowner, the Argentine Mining Code provides the mining right holder with the right to request the expropriation of the required property.

The Company has surface access rights but does not own any surface rights at the Lunahuasi Project or the La Rioja properties. The owners are the respective provincial states. However, in 2021 a group of claimants, known as the Lancaster Group, filed an opposition to the access easements allegedly based on their capacity as owners of a ranch covering the area of the Lunahuasi Project and La Rioja properties. As of the date of this MD&A, and to the knowledge of the Company, the Lancaster Group has not provided legal evidence of their ownership claims, such as registration of the surface land on the Real Estate Registry of the Province of San Juan and there is no legal evidence of their ownership. If the Lancaster Group were able to provide evidence of ownership of the land it is likely that the Administrative Court of Mines would uphold their right to compensation for use of the land for the time not covered by the statute of limitations. Access to the properties has not been affected for the Company. 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 Mineral Resources on its properties, which will require negotiations with private landowners for the additional ownership and/or surface rights 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.

Chile

Per the provisions outlined in the Chilean Mining Code, the mining concession is a right, distinct and independent from the ownership of the surface property, even if it has the same owner. Therefore, a mining concessionaire (such as the Company) must have a property, contractual or legal right to carry out mining activities over surface land, each as further detailed below.

a) Property rights: where the mining concessionaire owns the superficial property, it can carry out mining activities without the need to obtain authorization from third-party owners.

b) Contractual rights: the following contracts, among others, are noteworthy:

i. Lease: agreement with the owner of the surface property, which allows the mining concessionaire to carry out mining activities and to appropriate what is extracted.

ii. Land use authorization: agreement with the owner of the surface property, which allows the mining concessionaire to access the property and proceed with prospection and exploration activities.

c) Legal rights: easements, in accordance with the provisions set forth in the Chilean Mining Code where a titleholder of a mining concession, whether for exploration or exploitation, shall have the right to constitute easements over the surface land to enable the comfortable exploration or exploitation of its concessions. These easements may be:

i. Voluntary: the owner of the surface land agrees to the easement and enters into an easement agreement with the mining concessionaire, regulating, among other things, the location, purpose and duration of the easement, together with the compensation the mining concessionaire shall pay the surface landowner for the use of his land.

ii. Judicial: if the owner of the surface land does not agree to the easement, the mining concessionaire may file a claim to the civil courts. If the mining concessionaire fulfills certain requirements (effective potential for exploration and/or exploitation of mineral substances), the civil courts shall grant the easement, indicating the easement's location, purpose, duration and corresponding compensation. The easement is temporary and will cease to exist once the mining concession's exploitation or development is completed.

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 and the Company has entered into agreements with the owners providing for access to the Los Helados Project.

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 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

Present or future laws and regulations with respect to environmental protection standards or corporate social responsibility may affect the Company's operations. Environmental legislation is evolving in a manner that has trended towards 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. There is no assurance that regulatory and environmental approvals will be obtained on a timely basis or at all. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or to preclude entirely the economic development of a property.

Regulations governing development of mining operations with the potential to affect glaciers continues to evolve in both Chile and Argentina. Argentina's Congress has passed legislation designed to protect the country's glaciers. This law would restrict development on and around glaciers. The detailed regulations that will determine the administration and enforcement of this law have not yet been written but this legislation could affect the Company's ability to develop parts of the Company's properties in Argentina, including Valle Ancho and Lunahuasi. Furthermore, the Chilean Congress is also considering legislation designed to protect the country's glaciers. No such changes have yet been approved and accordingly, no proposed legislation has been enacted as of the date of this MD&A.

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, as well as with respect to changing requirements for disclosure and compliance. 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 Argentina, including in La Rioja Province, there has been from time to time environmental opposition to both mineral exploration and mining. The Lunahuasi deposit, as currently defined, is located on the Nacimiento I concession, which is located adjacent to La Rioja. Therefore, anti-mining sentiment could potentially affect the risk of successfully exploring and developing the Company's assets in or around those provinces, including Lunahuasi. In addition, Congress has passed legislation designed to protect the country's glaciers. This law would restrict development on and around glaciers. The detailed regulations that will determine the administration and enforcement of this law have not yet been written but this legislation could affect the Corporation's ability to develop parts of the Corporation's properties in Argentina. Furthermore, there is no assurance that future changes in regulations designed to protect the country's glaciers, or broader changes to Argentina's environmental protection regulations, if any, will not adversely affect the Corporation's ability to develop its mineral properties in Argentina, including the Lunahuasi Project, the costs associated therewith, or more generally, the Corporation's business, financial condition and results of operations.

In Chile, the current administration is discussing changes with respect to the environmental legal framework, which may affect the environmental and socio-political landscape in the country. No such changes have yet been approved and accordingly, no proposed legislation has been enacted as of the date of this MD&A. However, any changes ultimately enacted into new legislation by Chile which impact its environmental and socio-political landscape could affect the Company's ability to develop its properties in Chile, including the Los Helados Project, the costs associated therewith, or more generally, the Company's business, financial condition and results of operations.

Foreign Operations Risk

The Company conducts exploration activities in foreign countries, including Argentina and Chile. Each of these countries exposes 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, national border disputes, terrorism, illegal mining, changing political conditions, fluctuations in currency exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and tax regimes, changes to trade policies and tariffs, high or volatile rates of inflation, labour unrest and difficulty in understanding and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties, as well as the revocation or suspension of previously issued mining permits. Changes in mining or investment policies or shifts in political attitudes may also adversely affect the Company's existing assets and operations. Real and perceived political risk may also affect the Company's ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities. 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.

History of economic crisis and governmental intervention in Argentine economy

Argentina has historically defaulted on foreign debt repayments and on the repayment on a number of official loans to multinational organizations, most recently during an economic crisis from 2001 to 2003 and again in 2014 and 2020.

In addition, the Argentine government has historically exercised substantial control over, or intervention in, its economy, including through the regulation of market conditions and prices. In the past, the Argentine government has increased state intervention in the economy, including through expropriation and nationalization measures, price controls, exchange controls, establishment of minimum salary levels and mandatory employee benefits and restrictions on capital flows. In the future, the level of intervention in the economy by the Argentine government may continue or increase, including in response to social unrest or changing economic conditions, through expropriation, nationalization, intervention, forced renegotiation or modification of existing contracts, new taxation policies, establishment of price controls, or changes in laws, regulations and policies affecting foreign trade and investment. If taken, these measures may adversely affect Argentina's economy and, in turn, the Company's business, results of operations and financial condition.

Economic and Political Instability in Argentina

Some of the Company's mineral properties, such as the Valle Ancho Project and the Lunahuasi Project, are located in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina, and there may be material adverse consequences with respect to the Company and its operations as a result of the political or economic instability in Argentina.

Since taking office, President Javier Milei has introduced sweeping economic reforms, including devaluation of the country's official peso exchange rate against the United States dollar, removing several government subsidies, reducing the size of the government and proposing an omnibus bill with numerous articles, including the 2024 approval of the "Régimen de Incentivo para Grandes Inversiones (RIGI)" (Incentive Regime for Large

Investments). This regime is expected to provide significant incentives for investments across industries, including the mining sector, including benefits related to value added tax (VAT) and income tax, as well as exemptions from import and export duties. RIGI targets projects with minimum investment amounts ranging between US$200 million and US$900 million. Additionally, it grants fiscal stability and free availability of foreign currency. The Company has not yet applied for status under RIGI for the Lunahuasi Project. There is no certainty that an application to include the Lunahuasi Project under RIGI will be accepted by the Argentine government.

Economic and political uncertainty in Argentina continues to persist as of the date of this MD&A as the nature, extent or scope of changes introduced by President Milei and enacted, including RIGI, and the resulting impacts are undeterminable at this time, which may include, but are not limited to, changes to the gains resulting from the Company's use of marketable securities as a funding mechanism of its operations in Argentina.

Changes in local and federal administrations may also imply changes to current programs and policies affecting the Company's business and operations. Both Argentina's President and its Congress have considerable power to make decisions and determine government policies and actions that relate to the Argentine economy. Furthermore, some of the measures proposed by the government may also generate political and social opposition, which may in turn prevent the government from adopting its proposed measures.

The Company cannot foresee the measures that could be taken by any future administration, national or provincial, and the effects that such measures could have on the Argentine economy and in Argentina's ability to meet its financial obligations, that could adversely affect the Company's business, financial condition and results of operations.

Operational Risks in Argentina

Inadequate transportation and logistics infrastructure may present an operational challenge for some mining companies in Argentina. The country's road networks are often insufficient or poorly maintained, and its rail systems remain relatively underdeveloped, which may impact the Corporation's future operations should it require rail transport between its project sites and export ports. Water and sanitation infrastructure may also pose a challenge, particularly in arid mining regions where access to essential water resources is limited. Workforce and labour relations are another potential area of concern, due to complex labor dynamics, particularly involving powerful unions, which increase the risk of strikes and unrest. There can be no assurance that the future development or operation of the Corporation's projects in Argentina will not be affected by the then state of infrastructure or labour relations in Argentina.

Economic and Political Uncertainty in Chile

Political Stability and Economic Activity in Chile and other Emerging Markets

The Company's business depends in part on Chilean markets for labor and certain materials, services and equipment, and on factors relating to Chilean political stability generally. The Chilean economy has been historically influenced, to varying degrees, by economic conditions in other countries, especially the United States and China, its largest trading partners. Changes in Chilean economic growth in the future or developments affecting the Chilean economy, including consequences from a monetary policy normalization in the United States or a deceleration of economic growth in China or other developed nations to which Chile exports its goods, may have an impact on the Company's business. In addition, changes in economic or other policies by the Chilean government, which has exercised, and continues to exercise, substantial influence over many aspects of the private sector, or other political or economic developments in Chile, may have an impact on the Company's business. The continuing trade disputes between the United States and, among other nations, China, Canada and Mexico, as well as the evolution of the Chinese economy, may have an adverse effect on international trade and a slowdown is likely to negatively impact the price of copper. Persistent declines in the price of copper would have an adverse effect on the Chilean economy, which is the world's largest copper producing nation as of the date of this MD&A.

While, as of the date of this MD&A, no constitutional process or amendments to the Chilean constitution are in discussion, the Company cannot anticipate whether there will be any additional constitutional or legislative changes in Chile in the future. Any constitutional or legislative changes in Chile that impact management of the country's natural resources, or labor and social security legislation, among other matters, could affect the Company's business, financial condition and results of operations in Chile.

Uncertain Fiscal Policies Impacting Mining

On August 10, 2023, Law No. 21,591, also known as the Mining Royalty Law, was published in the Official Gazette of Chile, which eliminated the specific mining tax and established a new mining royalty tax. The new royalty tax comprises two main components: an ad valorem component which is only applicable to larger mining operations meeting certain annual sale thresholds, and a tax levied on mining operating margins. The new law also established maximum tax burdens on mining businesses.

Moreover, starting January 1, 2025, under Law No. 21,420 and Law No. 21,649, mining concession holders in Chile must pay annual fees of approximately US$4.50 per hectare for exploration concessions and US$29.90 per hectare for exploitation concessions during the first five years, however, concession holders may opt to maintain a payment of US$7.50 per hectare if they qualify as a productive mining operation, currently defined as a concession holder which is actively undertaking mining works or involved in projects with environmental approvals. To qualify, the concession holder must provide sufficient evidence of such mining works to the National Geology and Mining Service (SNGM). Annual fees are due in March, and failure to pay can result in loss of the concession through auction or the termination of the mining concession through a declaration of open land. On the other hand, exploitation fees for mining concessions not being worked will be increased progressively to up to US$897.3 per hectare by the 31st year from the date the law came into effect.

The recent changes to mining taxes, mining concession fees and royalties in Chile highlight the ability of the government to introduce tax and royalty reforms which could materially affect the Company's business interests in Chile, such as the Los Helados Project. Other changes could be considered or proposed in the future, including but not limited to increases to mining or income taxes, new royalties, changes to VAT, or increases or removal of maximum tax limits for mining companies. Such changes in the future could affect the Company's business, financial condition and results of operations in Chile.

Future compliance with a changing and complex regulation scheme may require changes in the Company's business practices.

The Company's exploration activities are also subject to other Chilean laws and regulations, which may change from time to time. Matters subject to regulation include, but are not limited to, concession fees, transportation, taxation and labor standards. While the Company does not believe that compliance with such laws and regulations will have a material adverse effect on its business, financial condition, or results of operations, there can be no assurance that more stringent enforcement of, or changes in, existing laws and regulations, or the adoption of additional laws and regulations, would not have an adverse effect on the Company's business, financial condition, or results of operations.

Health and Safety Hazards

Mineral 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 at the Company's sites 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 Mineral Exploration and 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.

Potential for Provincial Border Disputes

The Company's Lunahuasi deposit, as currently defined, is located within the Nacimiento I concession, located in San Juan Province, Argentina, which is adjacent to La Rioja Province, Argentina. In the past, there have been border disputes between the two provinces, or more generally, uncertainty of the exact border location. Accordingly, as a result of the proximity of the Lunahuasi deposit, as currently defined, to the interprovincial border, there is a risk that a future dispute may result in a portion of the Lunahuasi deposit falling outside of San Juan Province and into La Rioja Province.

While the Company also holds the adjacent concession in La Rioja Province, if a portion of the Lunahuasi deposit is determined to fall within La Rioja Province, such portion will be subject to the laws and regulations of that province, which may differ significantly from those of San Juan Province. Such outcomes could adversely affect the Company's business, financial condition and results of operations.

Uncertainty of Long-Term 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 which may be impacted by geopolitics or international conflict, changes in trade policies, 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 in the long term. 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.

Indigenous Peoples

The Company operates 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 Company'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 Company'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 non-governmental 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.

Metal Price Risk

The Company's portfolio of properties and investments have exposure to predominantly copper, gold, and silver prices. 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 US 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.

Joint Ventures

The Company holds an approximate 69.1% ownership interest in the Los Helados Property, and a 60.0% interest in the La Rioja properties, with the remaining respective interests of approximately 30.9% and 40.0% held by its joint exploration partner, NCR, pursuant to the JEA. While the Company is the operator of these assets, it may be subject to limitations and obligations under the JEA which may result in the Company's inability to pursue certain strategic initiatives or undertake the operations it would if it were the sole owner. The Company's operations at the Los Helados Project and the La Rioja properties are subject to the risks normally associated with the conduct of jointly-held projects and joint ventures, which may include, but are not limited to: disagreement or conflict with the partner on how to develop and operate the mine efficiently; inability or unwillingness of the partner to meet its obligations to the joint venture or third parties; the partner having economic or business interests or goals that are, or become, inconsistent with the Company's business interests or goals; bankruptcy of the partner; disputes or disagreement arising between the Company and its partner regarding operational or strategic decisions such as project financing, resource allocation, development milestones and offtake matters; litigation regarding joint venture matters; or breach, default or incompliance of the partner in respect of the JEA. The existence or occurrence of one or more of the foregoing circumstances and events could have a material adverse impact on

the profitability, future cash flows, earnings, results of operations and financial condition of the Los Helados Project or the Company as a whole.

Currency Risk

The Company transacts 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. In addition, the exchange rate between the US and Canadian dollars has experienced recent volatility following trade disputes, including the imposition of tariffs and retaliatory measures (or the threats thereof), between the two nations. 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.

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 October 31, 2023. The key assumptions, parameters, and methods used to estimate this Mineral Resource Estimate are contained in the 43-101 technical report entitled "Technical Report on the Los Helados and Lunahuasi Projects, Chile and Argentina", dated December 13, 2023 (the "Technical Report"), prepared by Luke Evans, M.Sc., P.Eng., SLR Consulting (Canada) Ltd., and Giovanni Di-Prisco, Ph.D., P.Geo., Terra Mineralogical Services Inc. This report is available on the Company's website at www.ngexminerals.com or under the Company's profile at www.sedarplus.ca

Mineral Resources are reported using a CuEq cutoff grade. Copper equivalent is calculated using US$ 3.90/lb copper, US$ 1,800/oz gold and US$ 20/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% + 0.681008Au (g/t) + 0.002989Ag (g/t) for the Upper Zone (surface to ~ 250 m); Cu% + 0.692039Au (g/t) + 0.004877Ag (g/t) for the Intermediate Zone (~250 m to ~600 m); Cu% + 0.688852Au (g/t) + 0.006068Ag (g/t) for the Deep Zone (> ~600 m).

Copper equivalent for Lunahuasi drill intersections is calculated based on US$ 3.00/lb Cu, US$ 1,500/oz Au and US$ 18/oz Ag, with 80% metallurgical recoveries assumed for all metals. The formula is: CuEq % = Cu % + (0.7292 * Au g/t) + (0.0088 * Ag g/t).

The Company's Mineral Resources 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", "budgets", "scheduled", "estimates", "forecasts", "intends", "projects", "targets", "assumes", "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 this MD&A, if any, and elsewhere, such as in the Company's most recent AIF, as filed on SEDAR+ at www.sedarplus.ca, 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: the use of net proceeds of the Financing; the future or ultimate owner(s) of strategic mineral assets within the Vicuña District where the Company's Los Helados and Lunahuasi projects are located; exploration and development plans and expenditures, including the size, scope, nature, timing and foci of the Company's future exploration programs, particularly at Lunahuasi; whether current interpretation of the exploration and/or drill results to date at Lunahuasi will be confirmed by future work, including statements regarding prospectivity of exploration properties or specific targets, the accuracy of a geological model or geological interpretation, the ability of future drilling to convert exploration potential to a Mineral Resource Estimate, the scale, grade, or significance of the centre of the system that is the source of the high-grade mineralization intersected at Lunahuasi, or the Company's ability to locate it; the future uses of the Company's cash and working capital; 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; assumptions that the Company will be able to carry out exploration program at Lunahuasi as planned; fluctuations in the current price of and demand for commodities; material adverse changes in general business and economic conditions, particularly in Argentina with respect to uncertainty around exchange rate and other economic policies potentially affecting the Company, as well as other factors associated with ongoing financial instability in Argentina; 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.