Northern Uranium Corp. — Management Reports 2024

Nov 28, 2024

NORTHERN URANIUM CORP

Management's Discussion and Analysis of Financial Position and Results of Operations ("MD&A")

The following Management's Discussion and Analysis of the results of operations and financial position, prepared as of November 28, 2024 should be read in conjunction with the interim financial statements of Northern Uranium Corp. for the nine months ended September 30, 2024, and the related management discussion and analysis (the "annual MD&A"). The interim financial statements for the nine months ended September 30, 2024 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise indicated.

The Company was incorporated on July 19, 2005 under the Canada Business Corporations Act, and changed its name from MPVC Inc. to Northern Uranium Corp. as of June 27, 2014. Until November 7, 2019, the Company was listed on the TSX Venture Exchange ("TSXV") under the ticker symbol UNO; as of November 8, 2019, at the direction of the TSXV, the listing was transferred to NEX, the junior exchange of the TSXV under the trading symbol UNO-H.

Additional information related to the Company, including its final prospectus is available for viewing on SEDAR+ at www.sedarplus.ca.

Going Concern of Operations

The Company does not generate revenue from operations. As the Company has no revenues, its ability to continue as a going concern is dependent on obtaining additional financing.

Forward-Looking Statements

Certain statements in this report are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this report. For a description of material factors that could cause the Company's actual results to differ materially from the forward-looking statements in this MD&A, please see "Risks and Uncertainties".

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim any intention or obligation to update or revise

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any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview of the Company

After the sale of its business assets in late 2008, the Company transferred its stock listing to the NEX and began looking for a transaction to meet Exchange listing requirements. During fiscal 2013, the Company commenced the process of acquiring a Uranium exploration project in Manitoba and during the first quarter of fiscal 2014 completed a significant financing that allowed it to begin work on the project. The Company graduated to the TSX Venture during the first quarter of fiscal 2014. Its main project has been the North West Manitoba uranium project; the Company has reached 70% ownership of that project and has finalized a joint venture agreement at the 70/30% level. On July 23, 2018, the Company announced that it does not intend to continue with this project and is seeking a potential buyer of it. Due to the lack of ability to move forward with the uranium project and the difficulty in obtaining financing, the Company's shares were moved back to the NEX on November 8, 2019.

Overall Performance

As at September 30, 2024, the Company has incurred cumulative losses of $13,026,582 (December 31, 2023 – $12,948,620) and has working capital deficit of $1,039,361 (December 31, 2023 – $961,397).

The key performance driver for the Company is the acquisition and development of prospective mineral properties. By acquiring and exploring projects of superior technical merit, the Company increases its chance of finding and developing an economic deposit.

At present, the Company's project has not yet reached the producing stage; therefore, the Company is not anticipating profit or positive cash flow from operations. Until such time as the Company is able to realize any profits, the Company will report an annual loss and will rely on its ability to obtain equity or debt financing to fund ongoing operations.

Selected Annual Information

The following table provides a brief summary of the Company's financial data for the three most recent fiscal years (year ends where the Company has had activity). For more detailed information, refer to the Financial Statements.

	Year Ended December 31, 2023	Year Ended December 31, 2022	Year Ended December 31, 2021
Total revenues	$ -	$ -	$ -
Loss before other items	93,190	53,493	63,425
Loss for the year	93,190	53,493	63,425
Basic and diluted loss per share	0.00	0.00	0.00
Total assets	1,950	5,383	11,536

The Company has not paid any dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance the growth of its business.

(2)

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Results of Operations

During the nine months ended September 30, 2024, the Company incurred a net operating loss of $77,964 (nine months ended September 30, 2023 – loss of $39,815). Significant expenses for the period are as follows:

• The Company recorded $389 (September 30, 2023 – $7,414) in corporate administration fees; the decrease relates to no corporate administration services provided.
• The Company recorded $55 (September 30, 2023 – $5,747) in office and administrative expenses; the decrease relates to a change in shared office costs allocations during the current period.
• Accounting & audit fees of $34,244 (September 30, 2023 – $4,182) were incurred; the decrease relates to audit fees paid for the December 31, 2022 year end and a retainer paid for the December 31, 2023 year end.
• The Company incurred $8,705 in transfer agent and filing fees (September 30, 2023 – $8,516); the decrease relates to less filing fees incurred this period.
• The Company incurred $18,000 in rent (September 30, 2023 – $nil); the increase relates to rent expense of $2,000 per month incurred this period.
• The Company incurred $16,571 in interest expense (September 30, 2023 – $nil); the increase relates to 1% interest charged per month on outstanding principal amount and unpaid interest incurred this period.

Summary of Quarterly Results

	Three Months Ended September 30, 2024	Three Months Ended June 30, 2024	Three Months Ended March 31, 2024	Three Months Ended December 31, 2023
Total revenues	$ -	$ -	$ -	$ -
Loss before other items	18,005	44,135	15,824	53,375
Loss for the period	18,005	44,135	15,824	53,375
Basic and diluted loss per share	0.00	0.00	0.00	0.00
	Three Months Ended September 30, 2023	Three Months Ended June 30, 2023	Three Months Ended March 31, 2023	Three Months Ended December 31, 2022
Total revenues	$ -	$ -	$ -	$ -
Loss before other items	18,203	14,110	7,502	22,644
Loss for the period	18,203	14,110	7,502	22,644
Basic and diluted loss per share	0.00	0.00	0.00	0.00

The three month period ended December 31, 2022 incurred higher costs due to recognizing year end accruals, as well as claims fee payments made to keep the Northern Manitoba claims in good standing. The three month period ended March 31, 2023 reflects general company expenditures only, while the three month period ended June 30, 2023 included additional time spent by management on general operations. The three month period ended September 30, 2023 reflects the exploration expenditure of $13,957 for claim maintenance. The three month period ended December 31, 2023 reflects the corporate administrative services of $23,293. The three month period ended June 30, 2024 reflects the audit fee payment for December 31, 2022 and a retainer for December 31, 2023.

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(4)

Liquidity and Capital Resources

As at September 30, 2024, the Company had cash and cash equivalents of $4,969.

Off-balance sheet arrangements

The Company has not entered into any off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Financial instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, and accounts payable and accrued liabilities. Cash and cash equivalents consists of cash. The Company has no asset backed commercial paper. Cash and cash equivalents, receivables and accounts payable and accrued liabilities are measured at their amortized cost which approximates their fair value due to their short-term nature. The Company classifies fair values of financial instruments within a three-level hierarchy that prioritizes the inputs to fair value measurement and reflects the significance of the inputs used in making the fair value measurements. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include valuations using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Level 3 valuations are based on inputs that are unobservable and significant to the overall fair value measurement. As at March 31, 2024, the Company had no financial instruments measured at fair value and requiring classification in the hierarchy.

Changes in accounting policies including initial adoption

Certain pronouncements were issued by the International Accounting Standards Board (the “IASB”) or the IFRS Interpretations Committee that are mandatory for accounting periods beginning on or after January 1, 2023 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded.

Critical accounting estimates

The accounting estimates considered to be significant to the Company are as follows:

i) In computing any stock based compensation expense, the Company uses the fair-value method of accounting for stock based payments related to incentive stock options awards granted, modified or settled. Under this method, compensation cost attributable to options granted is measured at fair value at the grant date and expensed over the vesting period with a corresponding increase to contributed surplus. In determining the fair value, the Company makes estimates of the expected volatility of the stock as well as an estimated discount rate. Changes to these estimates could result in the fair value of the stock based compensation being less than or greater than the amount recorded.

ii) The recognition of deferred tax assets. The Company considers whether the realization of deferred tax assets is probable in determining whether or not to recognize these deferred tax assets

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(5)

Outstanding share data

As at September 30, 2024, the Company had 6,494,460 common shares issued and outstanding and there are no outstanding stock options. Effective July 28, 2024 the Company consolidated its capital on a twenty-five (25) old for one (1) new basis. Following the consolidation, the Company has 6,494,460 common shares issued and outstanding and there are no outstanding stock options.

On October 24, 2024, the Company issued 76,923 common shares in its capital to T-Bone Ventures Inc. ("T-Bone") at a deemed price of $0.13 per share as a bonus to T-Bone for providing a $50,000 loan to the Company. The Company's proposal to issue bonus shares was accepted for filing by the TSX Venture Exchange. The shares are restricted from trading until February 25, 2025.

Risks and uncertainties

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company's properties has a known commercial ore deposit. Operations, the status of mineral property rights, title to the properties and the recoverability of amounts shown for mineral properties in emerging nations can be affected by changing economic, regulatory and political situations. Other risks facing the Company include competition, environmental and insurance risks, fluctuations in metal prices, share price volatility and uncertainty of additional financing.

Mineral Exploration Property

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties is in good standing. However, while the Company still maintains that there is value in the property, at this point, it does not have the ability to move it forward. As such, the Company's exploration and evaluation assets has a carry value of $nil as of December 31, 2023 (December 31, 2022 – $nil).

Northern Manitoba Project

The Company has entered into an agreement with CanAlaska Uranium Ltd ("CanAlaska") to acquire up to 80% of its Northwest Manitoba Property by carrying out a three-stage $11.6 million exploration program. As at December 31, 2016, the Company had spent the required funds on the project and had met the 70% earn-in agreement. The Company formalized a joint venture agreement at the 70/30% level in September 2018.

In the course of reaching the 70% earn-in milestone, the Company has made total cash payments of $85,000 and issued 12,000,000 shares (issued at prices ranging from $0.02 per share to $0.12 per share) and 6,000,000 purchase warrants (issued at exercise prices ranging from $0.05 per share to $0.15 per share). All of the issued purchase warrants expired unexercised.