O2Gold Inc. — Management Reports 2024

Apr 25, 2024

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O2Gold Inc.

Management’s Discussion and Analysis

For the years ended December 31, 2023 and 2022

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

The following Management Discussion & Analysis (the “ MD&A ”) of the financial condition and results of the operations of O2Gold Inc. (“ O2Gold ” or “ the Company ”) as of April 23, 2024 constitutes management’s review of the factors that affected the Company’s financial and operating performance for the years ended December 31, 2023 and 2022.

This MD&A should be read in conjunction with the accompanying audited consolidated financial statements of the Company and the notes thereto for the years ended December 31, 2023 and 2022. These documents are prepared in accordance with International Financial Reporting Standards (“ IFRS ”) including comparative figures unless otherwise noted.

All monetary amounts included in this report are expressed in Canadian dollars, the Company’s reporting currency, unless otherwise noted.

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and can be accessed at www.sedarplus.ca.

Incorporation and nature of activities

O2Gold was incorporated under the Canada Business Corporations Act on April 20, 2012. The Company’s common shares are listed on the NEX Exchange, a board of the TSX Venture Exchange under the symbol “OTGO.H”. The address of its head office and principal place of business is 198 Davenport Road, Toronto (Ontario), Canada, M5R 1J2.

The consolidated financial statements include the accounts of O2Gold and those of its wholly owned subsidiaries: 11023926 Canada Inc., and Trinité S.A.S., a Colombian company.

O2Gold is an exploration Company that is not currently engaged in exploration activities. The Company continues to seek opportunities that are beneficial to shareholders.

On April 15, 2024, the Company entered into a share exchange agreement (the “Agreement”) with Quebec Aur Ltd., a private Ontario corporation (the “Target”) and its shareholders (the “Shareholders”) respecting the purchase of a gold mining exploration property in Quebec through the acquisition of 100% of the issued and outstanding shares of the Target from the Shareholders. The largest of the two Shareholders is also a >10% security holder of the Company. In addition, subsequent to December 31, 2023, the CFO of the Company became the CFO of one of the Shareholders.

Pursuant to the Agreement, the Company will issue 5,000,000 of its common shares to the Shareholders in exchange for all of the issued and outstanding shares of the Target.

Qualified Persons

Marcelo Albuquerque, P.Geo., is the qualified person (as defined in NI 43-101) who has reviewed and approved the scientific and technical information in this document.

Otú Centro

In 2020, the Company entered into a definitive agreement with, inter alia , Bullet Holding Corp. (“ Bullet ”), a private company, pursuant to which the Company acquired in 2021 a 100% interest in a gold mining project in Colombia known as the Otú Centro Project.

The Otú Centro Project consists of interests in mining claim titles and applications in the Segovia/Zaragosa regions of Antioquia in Colombia (the “Otú Centro Project”).

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Exploration Work

From January 2021 until February 2022, the Company mapped and collected samples of mineralized veins in La Aurora-Quintanillo, a target where Bullet had previously carried out mapping and sampling of tunnels that were then in production.

During May and December 2021, ground geophysics works were carried out on the La Aurora, Quintanillo, and Aparecida targets, using four methods (Spontaneous Potential - SP, Electrical Resistivity Profiling - ERP, Vertical Electrical Sounding - VES, and Electrical Resistivity Tomography - ERT) to observe the extent of mineralized quartz veins observed during the mapping and sample collection.

In January 2022, the final interpretation reports of ground geophysics data were presented (Spontaneous Potential – SP; Electrical Resistivity Profiling – ERP; Vertical Electrical Sounding – VES Electrical Resistivity Tomography – ERT), performed on the Aurora, Quintanillo, Aparecida, EsmeraldaBotella targets.

Based on the results of exploration, the Company elected not to exercise its option on the Otú Centro Project and returned the asset on August 4, 2022.

FINANCIAL RESULTS

Three months ended December 31, 2023 and 2022

Operating activities

The Company reported net loss from continuing operations of $89,293 ($0.00 per share) and net loss from discontinued operations of $nil ($nil per share) in the three months ending December 31, 2023, compared to a net loss from continuing operations of $767 ($0.00 per share) and net loss from discontinued operations of $89,540 ($0.03 per share) for the same period of the prior year, reflecting:

• a) Exploration and evaluation expenses of $nil in the three months ended December 31, 2023 ($141 in the three months ended December 31, 2022).

For accounting purposes, option payments to acquire the right to mineral properties and expenses related to the exploration and evaluation of these properties are expensed as incurred.

The exploration and evaluation costs were related to the Otú Centro Project and have been reclassified as discounted operations on the consolidated statements of loss and comprehensive loss. As the Otú Centro Project was returned on August 4, 2022, there were no exploration and evaluation expenses in the three months ended December 31, 2023.

• b) Professional and consulting fees for the three months ended December 31, 2023 and 2022 are summarized below:

	For the three months ending	For the three months ending
	December 31,
	2023($)	2022($)
Consulting fees	43,288	40,221
Audit fees	15,000	15,000
Legal fees	1,220	-
Totalprofessional and consultingfees	59,508	55,221

Shareholder communication and transfer agent fees: In the three months ended December 31, 2023, the Company incurred $4,032 in shareholder communication and transfer agent fees, compared with $3,999 in the corresponding period of the prior year.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

• c) General and administrative expenses: In the three months ended December 31, 2023, the Company incurred $15,286 in general and administrative expenses, compared with $25,441 in the corresponding period of the prior year.

• d) During the three months ended December 31, 2022, the Company recorded other losses of $89,399, relating to the Company’s disposal of the Otú Centro Project in August 2022.

• e) During the three months ended December 31, 2023, the Company recorded a foreign exchange loss of $10,467, compared to foreign exchange gain of $83,894 during the three months ended December 31, 2022.

Financing activities

The Company had no financing activities during the three months ended December 31, 2023 and 2022.

Investing activities

The Company had no investing activities during the three months ended December 31, 2023 and 2022.

Years ended December 31, 2023 and 2022

Operating activities

The Company reported net loss from continuing operations of $362.520 ($0.02 per share) and net loss from discontinued operations of $nil ($nil per share) in the year ending December 31, 2023, compared to a net loss from continuing operations of $660,861 ($0.04 per share) and net income from discontinued operations of $2,016,276 ($0.12 per share) for the same period of the prior year, reflecting:

• a) Exploration and evaluation expenses of $nil in the year ended December 31, 2023 ($814,591 in the year ended December 31, 2022).

For accounting purposes, option payments to acquire the right to mineral properties and expenses related to the exploration and evaluation of these properties are expensed as incurred.

The exploration and evaluation costs were related to the Otú Centro Project and have been reclassified as discounted operations on the consolidated statements of loss and comprehensive loss. As the Otú Centro Project was returned on August 4, 2022, there were no exploration and evaluation expenses in the year ended December 31, 2023.

• b) Professional and consulting fees for the year ended December 31, 2023 and 2022 are summarized below:

	For the year ending	For the year ending
	December 31,
	2023($)	2022($)
Consulting fees	184,893	295,220
Audit fees	60,761	70,567
Legal fees	1,983	342
Totalprofessional and consultingfees	247,637	366,129

The decrease in consulting fees in the year ended December 31, 2023 was a result of reduced executive compensation and corporate development consulting fees following the return of the Otú Centro Project in August 2022.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

• c) Shareholder communication and transfer agent fees: In the year ended December 31, 2023, the Company incurred $17,681 in shareholder communication and transfer agent fees, compared with $57,354 in the corresponding period of the prior year. The decrease was a result of reduced corporate activity in 2023.

• d) General and administrative expenses: In the year ended December 31, 2023, the Company incurred $82,938 in general and administrative expenses, compared with $365,392 in the corresponding period of the prior year. The decrease is a result of returning the Company’s exploration asset in 2022 and reducing general operating costs.

• e) Travel expenses: In the year ended December 31, 2023, the Company incurred $nil in travel expenses, compared with $23,844 in the corresponding period in the prior year as a result of returning the Company’s exploration asset and reduction of discretionary costs.

• f) During the year ended December 31, 2022, the Company recorded other gains of $3,064,019, comprised of a gain of $3,070,259 relating to the Company’s disposal of the Otú Centro Project and a (loss) of ($6,240) related to sale of certain property, plant, and equipment.

• g) During the year ended December 31, 2023, the Company recorded accretion expense of $nil, and a foreign exchange loss of $14,264, compared to accretion expense of $233,152 related to the acquisition of the Otú Centro Project and a foreign exchange gain of $151,858 during the year ended December 31, 2022.

Financing activities

The Company had no financing activities during the year ended December 31, 2023. During the year ended December 31, 2022, the Company generated $500,000 from financing activities, consisting of the proceeds of a private placement financing completed in September 2022.

Investing activities

The Company had no investing activities during the year ended December 31, 2023. The Company generated $35,126 in cash during the year ended December 31, 2022 from the proceeds of the sale of some of the Company’s property, plant and equipment.

Liquidity and capital resources

The Company has no long-term debt and a working capital deficiency (current assets less current liabilities) of $(193,067) as of December 31, 2023 (no long-term debt and working capital of $169,453 as of December 31, 2022). Information regarding the working capital of the Company for the previous eight quarters is presented below:

	2023	2023	2023	2023	2022	2022	2022	2022
	Q4-2023	Q3-2023	Q2-2023	Q1-2023	Q4-2022	Q3-2022	Q2-2022	Q1-2022
Cash	132,836	202,199	226,803	262,137	334,566	17,447	38,872	201,328
Receivables	7,827	16,596	19,703	21,956	22,267	521,142	8,904	14,551
Prepaid Expenses	6,567	-	9,648	17,011	26,821	16,592	42,734	256,805
Current Liabilities	340,297	322,569	275,693	234,264	214,201	297,503	3,437,939	2,996,806
Working Capital	(193,067)	(103,774)	(19,539)	66,840	169,453	257,678	(3,347,429)	(2,524,122)

Management of the Company believes that it does not have sufficient funds to pay its ongoing general and administrative expenses, to pursue exploration and to meet its liabilities, obligations and existing commitments for the ensuing 12 months as they become due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company’s ability to continue future operations beyond December 31, 2024 and meet its remaining liabilities is dependent on management’s ability to secure additional financing in the future, which may be completed in a number of

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

ways, including, but not limited to, the issuance of debt or equity instruments. Management will pursue such additional sources of financing when required.

While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts eventually realized for assets might be less than amounts reflected in these consolidated financial statements.

Summary of quarterly information

	2023	2023	2023		2022	2022	2022	2022
	Q4-2023	Q3-2023	Q2-2023	Q1-2023	Q4-2022	Q3-2022	Q2-2022	Q1-2022
Net income/(loss)from continuingoperations	(89,293)	(84,235)	(86,379)	(102,613)	5,473	(55,805)	(207,698)	(399,717)
Net income/(loss)from discontinued operations	-	-	-	-	(95,780)	3,152,202	(638,738)	(404,522)
Net income/(loss) per share(basic)- continuingoperations	(0.01)	(0.00)	(0.00)	(0.01)	0.00	(0.00)	(0.01)	(0.03)
Net income/(loss) per share(basic)- discontinued operations	-	-	-	-	(0.01)	0.18	(0.02)	(0.03)
Net income/(loss) per share(diluted)- continuingoperations	(0.01)	(0.00)	(0.00)	(0.01)	0.00	(0.00)	(0.01)	(0.03)
Net income/(loss) per share(diluted)- discontinued operations	-	-	-	-	(0.01)	0.15	(0.02)	(0.03)
Total assets	147,230	218,795	256,154	301,104	383,654	557,263	101,302	506,605

Select annual information

The financial results from the Company’s three most recently completed fiscal years are as follows:

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Outstanding share data

On September 13, 2022, the Company completed a 10:1 share consolidation. Prior to the consolidation, the Company had 134,395,870 common shares outstanding, and following the consolidation had 13,439,577 common shares outstanding. All current and comparative common share, earnings per share, stock option and warrant amounts in this document have been retroactively adjusted to reflect the share consolidation.

As at the date of this MD&A, the Company has:

• 23,439,577 common shares outstanding.

• 35,000 stock options outstanding with an expiry date of August 26, 2025. If all the options are exercised, 35,000 shares would be issued for gross proceeds of $101,500.

Related party transactions

Key management includes directors and officers. The compensation paid or payable to key management during the years ended December 31, 2023 and 2022 is presented below:

	Year ended	December 31,
	2023	2022
	$	$
Consultingfees	71,096	140,924

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Included in accounts payable and accrued liabilities as at December 31, 2023 is $8,319 (December 31, 2022 - $30,000) due to a former director and officer of the Company.

Included in accounts payable and accrued liabilities as at December 31, 2023 is $176,025 (December 31, 2022: $74,325) due to 2227929 Ontario Inc. for office administration services. The former CEO of the Company is also a director of 2227929 Ontario Inc. During the year ended December 31, 2023, the Company incurred $90,000 in office administration expenses to 2227929 Ontario Inc. (year ended December 31, 2022: $97,500).

A former director of the Company was the controlling shareholder of Bullet at the time of the settlement agreement related to the Otú Centro Project.

Amounts owing to related parties are unsecured, non-interest bearing and due on demand.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Management and board changes

On January 20, 2022, Ryan Ptolemy was named the Chief Financial Officer of the Company, replacing Deborah Battiston, who retired.

On February 2, 2022, Raziel Zisman and Fayyaz Alimohamed resigned from the Company’s Board of Directors.

On May 3, 2022, Peter Michel was named the Chief Financial Officer of the Company, replacing Ryan Ptolemy.

On July 28, 2022, Neil Said, Kam Gill, and Christopher Younger were elected to the Company’s Board of Directors.

On August 22, 2022, Fred Leigh was named the President and Chief Executive Officer of the Company following the resignation of Jaime Lalinde. In addition, Jaime Lalinde and Algimantis Didziulis resigned from the Company’s Board of Directors.

On March 22, 2023, Roger Lemaitre was appointed to the Company’s Board of Directors, replacing Christopher Younger.

On December 6, 2023, Scott Moore was appointed as the President, Chief Executive Officer and a director of the Company, following the resignation of Fred Leigh as President and Chief Executive Officer. In addition, Neil Said resigned from the Company’s Board of Directors.

Management’s responsibility for financial information and critical accounting estimates

The Company’s consolidated financial statements are the responsibility of management. The consolidated financial statements were prepared by the Company’s management in accordance with IFRS. A description of the Company's significant accounting policies can be found in Note 2 of the Company's 2023 annual consolidated financial statements.

When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income, and expenses. The actual results are likely to differ from the judgments, estimates, and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income, and expenses are discussed in Note 3 of the Company’s 2023 annual consolidated financial statements.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Financial instruments

The Company considers managing risk as being an integral part of its development and diversification strategies. The Company uses a proactive and rigorous approach for the management of the financial risks to which it is exposed. The Company’s management manages financial risks. The Company focuses on actively securing short to medium term cash flows by minimizing exposure to financial markets.

The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes.

The Company’s most significant financial risk exposure and its financial risk management policies are discussed in Note 8 of the consolidated financial statements for the years ended December 31, 2023 and 2022.

Risk factors

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company’s future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company.

Nature of Mineral Exploration and Mining

The Company does not hold any interest in a mining property in production. The Company’s viability and potential for success lie in its ability to complete exploration to develop, exploit and generate revenue out of mineral deposits. The exploration and development of mineral deposits involves significant financial risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate.

While discovery of a mine can lead to substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that any exploration programs on the Company’s properties will result in a profitable commercial mining operation.

The operations of the Company will be subject to all of the hazards and risks normally associated to exploration and development of mineral properties, any of which can result in damage to life or property, environmental damage and possible legal liability. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered or in excess of insurance coverage or in compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of a deposit, such as its size and grade, proximity to infrastructure, financing costs and government regulations, including regulations relating to prices, taxes and royalties, infrastructures, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on capital.

Financing Risks

The Company has limited financial resources, and there is no assurance that additional funding will be available to it for further exploration work or the development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

adequate financing in the future or that terms of the financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company, with possible dilution or loss of such interests.

No Assurance of Title

The acquisition of titles to mineral projects is a detailed and time-consuming process. Although the Company takes precautions to ensure that property agreements are valid and legally binding, and that title of the property can be transferred and properly recorded by obtaining a legal opinion from local counsel, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in its properties may not be challenged or impugned.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations. Disruptions in the supply of products and services required for the Company’s activities in any of the jurisdictions in which it operates would also adversely affect its business, results of operations and financial condition.

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for the sale of the same. There can be no assurance that mineral prices will be such that the Company’s properties can be mined at a profit. Factors beyond the control of the Company may affect the marketability of any minerals discovered. The prices of many base and precious metals have experienced volatile and significant price movements over short periods of time and are affected by numerous factors beyond the control of the Company.

No Significant Revenues

To date, the Company has not recorded any revenues, other than interest and investment income, and the Company has no dividend record. The Company has not commenced commercial production on any properties. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. There can be no assurance that the Company will generate any revenues or achieve profitability.

Dilution and Future Sale of Common Shares

The Company may issue additional shares in the future, which would dilute current shareholder holdings. The Company’s articles of incorporation permit, among other things, the issuance of an unlimited number of common shares and the interests of the holders of the Company’s common shares may be diluted thereby.

Conflicts of Interest

The directors and officers of the Company may serve as directors and/or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Canada Business Corporations Act to disclose the conflict of interest and abstain from voting on the matter.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Environmental Regulations

The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving toward stricter standards, and enforcement, fines and penalties for non-compliance are becoming more stringent.

Dependence on Key Personnel

The Company is dependent on a relatively small number of key employees or consultants, the loss of any of whom could have an adverse effect on its operations. The Company does not currently have key person insurance on these individuals.

Anti-corruption Laws

The Company is required to comply with the Corruption of Foreign Public Officials Act (Canada), which has recently seen an increase in both the frequency of enforcement and severity of penalties. Although the Company’s code of conduct mandates compliance with anti-corruption laws, there can be no assurance that the Company’s internal control policies and procedures will always protect the Company from recklessness, fraudulent behavior, dishonesty or other inappropriate acts. Violation or alleged violation of anti-corruption laws could lead to civil and criminal fines and penalties, reputational damage and other consequences that may materially adversely affect the Company’s financial condition and results of operation.

Potential Volatility of Share Price

There can be no assurance that an active trading market for the Company’s common shares will be sustained. The market price of the Company’s common shares is volatile and could be subject to wide fluctuations due to a number of factors, including but not limited to: actual or anticipated fluctuations in the Company’s results of operations; changes in estimates of the Company’s future results of operations by management or securities analysts; introduction of new products or services by the Company or its competitors; and general industry changes. In addition, the financial markets have in the past experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many venture and mining issuers and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may adversely affect the market price of the Company’s shares.

Use of and Reliance on Experts Outside Canada

The Company uses and relies upon a number of legal, financial and industry experts outside of Canada as required given its corporate and operational structure. Some of these industry professionals may not be subject to equivalent educational requirements, regulations, and rules of professional conduct or standards of care as they would be in Canada. The Company manages this risk through the use of reputable experts and review of past performance. In addition, the Company uses, where possible, experts and local advisers linked with firms also operating in Canada to provide any required support.

Uninsurable Risks

Development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company’s results of

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

operations and financial condition and could cause a decline in the value of the Company’s common shares. The Company does not intend to maintain insurance against environmental risks.

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O2Gold Inc. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Forward-looking information

This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, dispositions and strategy, development potential and timetable of the Company’s exploration properties; the Company’s ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company, recent estimates of costs and other factors that are set out herein. Forward-looking information is 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 related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry. Although management of the Company has attempted to identify important factors that could 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 actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update its forward-looking information, except in accordance with applicable securities laws.

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