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Opawica Explorations Inc. Management Reports 2025

Apr 30, 2025

43339_rns_2025-04-29_3c346ff0-0420-4550-bd90-6c0799d17331.pdf

Management Reports

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O|P|W

OPAWICA EXPLORATIONS INC.

Suite 488 - 625 Howe Street, Vancouver, B.C. Canada V6C 2T6

T (604)681-3170, F (604)681-3552, [email protected]

www.opawica.com

OPAWICA EXPLORATIONS INC.

ANNUAL MD&A

FOR THE UNAUDITED PERIOD ENDED FEBRUARY 28, 2025

The following is the management's discussion and analysis ("MD&A") of Opawica Explorations Inc. (the "Company") prepared as of April 29, 2025 (the "Report Date"). This MD&A should be read together with the unaudited interim financial statements for the period ended February 28, 2025, with related notes to the interim financial statements. The MD&A is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to the potential future performance. The information in the MD&A may contain forward-looking statements.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth below.

Economic and industry factors are substantially unchanged with respect to a comparison of the Company's interim financial condition to the financial condition as at the most recently completed financial year end.

Additional information relating to the Company may be found on SEDAR at www.sedarplus.com.

1. CORE BUSINESS

Opawica Explorations Inc. was incorporated under the Business Corporations Act (Ontario) on September 17, 1975 and was continued into British Columbia by Certificate of Continuation issued under the Business Corporations Act (British Columbia) on September 29, 2006. The Company is listed on the TSX Venture Exchange ("TSX-V"), having the symbol OPW-V, as a Tier 2 mining issuer. The Company is a junior resource company engaged in the acquisition, exploration and evaluation of mineral properties in Canada for hosting gold and base metal deposits. As at the date hereof, the Company holds interests in the following mineral resource properties in Canada:

  • Arrowhead Property – 100% owned gold property consisting of 19 mineral claims in a contiguous claim block totalling 400.76 hectares, located in the Joannes Township approximately 30 km east of Rouyn Noranda, Quebec.
  • Bazooka Property – 100% owned gold property consisting of 29 mineral claims in one contiguous claim block totalling 1,317.93 hectares, located in the Beauchastel Township approximately 7 km southwest of Rouyn Noranda, Quebec.

OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 2

2. FINANCIAL CONDITION

The Company has not generated revenue from operations and incurred a net loss of $1,882,962 during the period ended February 28, 2025, has accumulated losses of $45,970,494 since inception and expects to incur further losses in the development of its business, all of which forms a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise financing and generate future profitable operations. As the Company is in the exploration stage, the recoverability of costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.

Over the past year, global stock markets have continued to experience volatility and a significant weakening in the aftermath of COVID-19. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. Volatility in financial markets subsequent to February 28, 2025, may have a significant impact on the Company’s financial position. The duration and impact of the higher inflationary environment, as well as the effectiveness of government and central bank responses, remains unclear at this time.

As at February 28, 2025, the Company had a working capital of $1,248,550 (August 31, 2024 -$803,475). The Company’s working capital was primarily comprised of the following balances:

  • Cash was $1,189,429 (August 31, 2024 - $414,058). The Company’s sources and uses of cash are discussed in section 4 “Cash Flows” below.
  • Sales tax receivable were $41,083 (August 31, 2024 - $27,913) and consist of GST input tax credits and QST input tax credits.
  • Investments of $65,000 (August 31, 2024 - $679,905) relates to common shares and warrants of a publicly traded company. The Company participated in a private placement during the 2022 year-end which closed during the 2023 year-end.
  • Prepaid expenses of $18,963 (August 31, 2024 - $14,363) and the long-term deposit balance of $26,245 (August 31, 2024 - $26,245) related to ordinary operating and exploration expenses.
  • As at February 28, 2025, the Company has $116,339 (August 31, 2024 - $116,339) due from the CEO related to expense advances, which are due on demand, unsecured and are non-interest bearing.
  • Trade and other payables were $63,790 (August 31, 2024 - $330,629). Trade and other payables are unsecured and are usually paid within 30 days of recognition.

As at February 28, 2025, the Company’s long-term assets were primarily comprised of the following:

  • Exploration and evaluation assets of $4,116,197 (August 31, 2024 - $3,911,700) consist of acquisition and exploration expenditures on the Arrowhead ($1,174,759 (August 31, 2024 - $1,166,275)); and Bazooka East and West properties ($2,941,438 (August 31, 2024 - $2,745,425)).

3. FINANCIAL PERFORMANCE

The Company is organized into one business unit being that of acquisition, exploration and evaluation activities in Canada.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 3

Because the Company is in the exploration stage, it did not earn any significant revenue and its expenses relate to the costs of operating a public company. Net loss and comprehensive loss for the period ended February 28, 2025, was $665,291 or $0.04 per share, compared to a loss of $275,901 for the period ended February 29, 2024 or $0.05 per share.

3.1 Total Expenses for the Three and Six Months Ended February 28, 2025 and 2024

Total expenses for the three months ended February 28, 2025, were $665,291 compared to $171,401 in expenses recorded for the 2024 comparative period.

Employee costs were $80,938 for the three months ended February 28, 2025, (February 29, 2024 - $79,500). Employee costs consist of consulting fees, management fees, salaries and benefits. The following is a breakdown of material components on the Company's employee costs for the three months ended February 28, 2025 and 2024.

Three months ended February 28, 2025 Three months ended February 29, 2024
$ $
Consulting fees 33,438 34,500
Management fees 47,500 45,000
80,938 79,500

Consulting fees were paid to various strategic business development and administrative consultants and officers of the Company. Management fees are period expenses paid to the CEO. See Related Party Transactions below.

General and administrative expenses were $558,353 for the three months ended February 28, 2025, compared to $171,401 in expenses for the 2024 comparative period, and $451,140 increase reflecting the beginning of investor relations and shareholder awareness activity and campaigns beginning in the quarter ended February 28, 2025 compared to $2,021 for the similar three month period in 2024. The following is a breakdown of the material components of the Company's general and administrative expenses for the three months ended February 28, 2025, and 2024.

Three months ended February 28, 2025 Three months ended February 29, 2024
$ $
Accounting and legal fees 51,204 10,267
Business development 29,821 124,004
Filing fees & transfer agent 12,783 3,217
Gain on loan settlement - (10,000)
Investor communications 449,024 2,021
Loss on investment 31,000 35,000
Office expenses 3,520 892
Rent 12,000 6,000
589,352 171,401

OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 4

Accounting and legal fees for the three months ended February 28, 2025, include accrued fees for the 2025 annual audit. Business development expenses include meals, entertainment and rentals.

Filing fees totalled $12,783 for the three months ended February 28, 2025, compared to $3,217 in filing fees recorded during the 2024 comparative period are greater due to filings of investor relations agreements with the TSX Venture Exchange.

Investor communications expenses totalled $449,024 for the three months ended February 28, 2025, compared to $2,021 in investor communications expenses recorded during the 2024 comparative period. During the period, the Company initiated an advertising and marketing campaign and hired investor relations groups with an intention to raise the profile of the Company. The program includes social media, online advertising, newsletters, website presence and other marketing initiatives.

4. CASH FLOWS

The Company is still considered to be in the exploration stage and as such, does not earn any revenues. During the six-month period ended February 28, 2025, the Company's total cash used in operating activities was $330,297 (February 29, 2024 - $47,848). The majority of the non-cash changes for operating activities during the current year was primarily due to the change in the fair value of the marketable securities investment of $614,905. Trade and other payables also decreased by $265,576 compared to $44,566 in the similar period ended February 29, 2024.

Total cash flows used in investing activities was $204,496 during the six-month period ended February 28, 2025 and consists of geological expenses paid for the work on the exploration mineral properties compared to the $35,840 spent in the same period ended February 29, 2024.

Total cash flows provided by financing activities was $2,532,532 during the six-month period ended February 28, 2025 (February 29, 2024 – Nil) and consists of proceeds from share issuances for both a financing and also for warrant exercises completed in the quarter less the associated fees deducted for commissions and legal work. Cash flows were not provided by financing activities during the 2024 comparative year.

5. SELECTED ANNUAL INFORMATION

The table below presents selected financial data for the Company's annual consolidated financial statements for each of the three most recently completed financial years. The financial data is prepared in accordance with IFRS and is presented in Canadian dollars.

August 31, 2024 August 31, 2023 August 31, 2022
$ $ $
Total Revenue - - -
Net loss and comprehensive loss for the year (436,902) (2,004,589) (2,640,849)
Loss per share, basic and diluted (0.03) (0.29) (0.65)
Total assets 5,190,523 5,125,805 5,617,870
Total long-term liabilities 540,093 540,093 40,000

OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 5

Cash dividend declared per share


Various factors contribute to the year-to-year variations in financial position and financial performance. The Company reduced its exploration activities during the 2024 year and spent time to analyze and compile the data gained from the previous drill campaigns. The Company completed a consolidation of its share capital during the year ended 2023 which resulted in the decrease in the loss per share amount in the table above.

The majority of total assets consists of exploration and evaluation assets which is typical for a junior exploration company.

6. DISCUSSION OF OPERATIONS

6.1 Property Acquisition, Exploration and Evaluation

The Company is in the mineral exploration business and has no revenues. Mineral interests in the form of exploration and acquisition costs totalled $4,116,197 as at February 28, 2025 (August 31, 2024 - $3,911,700).

6.2 GoldSpot Discoveries Corp.

On May 13, 2021, the Company entered into a geological consulting services agreement to engage GoldSpot Discoveries Corp. ("GoldSpot") to assist in the exploration of the Company's projects in the Quebec Abitibi Greenstone Belt and Central Newfoundland. GoldSpot has a large, collaborative team of geoscientists and data scientists focused on maximizing the chances of discovery using GoldSpot's proprietary technology and geoscience expertise. GoldSpot is a leading technology services company leveraging machine learning to transform the mineral discovery process.

GoldSpot used its artificial intelligence and machine learning expertise to delineate drill-ready targets as well as identify prospective areas regionally for the Company's portfolio of projects over the course of 18 months. As partial consideration for these services, GoldSpot was granted a 0.5% net smelter return ("NSR") royalty on the Company's Bazooka project in Quebec, and the following royalty options:

  • Option to acquire a further 0.5% NSR on Bazooka project in Quebec for $1,000,000;
  • Option to acquire 0.5% NSR on McWatters project in Quebec for $1,000,000;
  • Option to acquire 0.5% NSR on Arrowhead project in Quebec for $1,000,000;
  • Option to acquire 0.5% NSR on Chapel Island project in Newfoundland for $1,000,000;
  • Option to acquire 0.5% NSR on Eclipse project in Newfoundland for $1,000,000;
  • Option to acquire 0.5% NSR on Density project in Newfoundland for $1,000,000;
  • Option to acquire 0.5% NSR on Mass project in Newfoundland for $1,000,000; and
  • Option to acquire 0.5% NSR on Lil d'Espoir Lake project in Newfoundland for $1,000,000.

6.3 Arrowhead Property (Joannes Township, Quebec)

The Arrowhead property is subject to a 2% net smelter royalty, of which the Company may purchase one half at any time for $1,000,000. In addition, GoldSpot holds an option to acquire a 0.5% NSR on the property for $1,000,000 (see section 6.2 GoldSpot Discoveries Corp. above). The property consists of 19


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 6

mineral claims in a continuous claim block totalling 400.76 hectares, located in the Joannes Township approximately 30 km east of Rouyn Noranda, Quebec.

The Arrowhead property is fully surrounded by Agnico Eagle Mines Ltd., a major gold producer in the Abitibi region, who conducted a significant drilling campaign to the west and north of Arrowhead. Previous drill holes on the property intercepted 40 gold-copper mineralized zones enhance the property's potential for four types of mineralization: gold-rich VMS deposits, like at the Bousquet #2 and LaRonde mines; VMS deposits, like at the Louvicourt mine; gold-rich polymetallic veins, like at the Doyon and Mouska gold mines; and quartz-carbonate auriferous veins associated with regional E-W trending faults and shear zones, like at the O'Brien, Kewagama, Central-Cadillac, Wood-Cadillac and Lapa mines (Technical Report on Arrowhead, Yvan Bussières, P.Eng., OIQ # 31985, 2016).

During the year ended August 31, 2024, $Nil in drilling (2023 - $Nil) and $30,126 (2023 - $90,126) in geological consulting was expended on the property. During the quarter ended February 28, 2025 the Company recorded $8,484 in exploration on the Arrowhead property.

6.4 Bazooka Gold Property (Beauchastel Township, Quebec)

The Bazooka East and West gold properties combine for a total strike length of approximately seven kilometres along one of the most prolific auriferous structures in the world, the Cadillac Larder Lake Break ("CLLB"). The Company's 100% ownership, subject to various underlying royalties, of these properties will now be referred to as the Bazooka Gold Property.

The Bazooka Property consists of 29 mineral claims is one continuous claim block totalling 1,317.93 ha. The Property is located in Beauchastel Township, approximately 7 km southwest of Rouyn-Noranda, Quebec. In 2003, Lake Shore Gold Corporation drilled 1m with 316.13 grams per tonne gold ("g/t Au) on the Property.

The Bazooka Property occurs along one of the most prolific auriferous structures in the world, the Cadillac-Larder Lake Break/Fault (CLLB). The CLLB, in part, marks the boundary between the Archean Abitibi subprovince in the north and the predominantly metasedimentary Pontiac subprovince south of the fault. However, in the Bazooka Property area, the Pontiac metasedimentary rocks are in both conformable and faulted contact with the volcano-metasedimentary sequences of the Abitibi greenstone belt. The Pontiac metasedimentary belt mainly consists of wacke, siltstone, mudstone, conglomerate and minor metavolcanics that have been intruded by composite granitoid bodies.

Gold mineralization on the Property occurs within mixed, up to 60m wide (estimated true width), strong quartz-carbonate-sericite and talc-chlorite schists of sedimentary and ultramafic to mafic volcanic protoliths, respectively, and is referred to as the Main Zone. The alteration and mineralization are spatially associated with the CLLB zone, which is at the base characterized by up to 2.0m wide (estimated true width), strongly graphitic fault. The graphitic fault generally marks the contact between the sedimentary and ultramafic metavolcanic rocks.

The Main Zone (MZ), characterized by strong to intense quartz-carbonate-sericite and talc-chlorite-carbonate+/-quartz alteration, is generally mineralized with trace to 3% pyrite+arsenopyrite+/-chalcopyrite+/- pyrrhotite and locally contains fine specks of free gold in narrow quartz veins/stringers and highly silicified rocks. Patchy to locally pervasive fuchsite alteration (weak to strong) often accompanies quartz-sericite-carbonate alteration. Quartz-tourmaline veins occur locally both within and adjacent to the MZ.

The best gold mineralization within 15m - 60m wide (estimated true width) alteration/deformation zone is generally confined to 2m-10m wide (estimated true width), strongly to intensely silicified-carbonatized


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 7

horizon with grey or brownish quartz veins (centimetre-scale to up to 2.0m wide, estimated true width). Although mineralization occurs both in sedimentary and ultramafic units, the sedimentary rocks appear to be the most favourable host for auriferous quartz veining and related alteration. Most gold-bearing areas contain pyrite-arsenopyrite+/-chalcopyrite (trace to 3%) and +/- free gold, but these are by no means are universal features, as many areas with similar veins contain either no gold or yield weakly anomalous values. Similarly, areas with other alteration types, such as fuchsite and tourmaline, may or may not contain significant gold mineralization. In summary, although strong silicification, carbonatization and quartz veining are the best indicative features of significant gold mineralization on the Property, they do not always produce consistently better gold grades.

Gold is also associated with other alteration types (e.g., pervasive silicification with carbonate stringers, fuchsite and locally tourmaline) within the MZ but is of little or no economic significance because of narrow mineralization widths and sporadic occurrence.

6.4.1 Bazooka East and West Property (Beauchastel Township, Quebec)

The Bazooka East property is subject to a 2% net smelter royalty, of which the Company may purchase one half at any time for $1,000,000. The Company has granted Goldspot a 0.5% NSR on the Bazooka East and West properties. In addition, GoldSpot holds an option to acquire a 0.5% NSR on the properties for $1,000,000 (see section 6.2 GoldSpot Discoveries Corp. above).

For more information on the Bazooka East property, please refer to the Company's website at www.opawica.com and the NI 43-101 technical report dated March 20, 2016 that is filed on www.sedarplus.com.

Pursuant to an agreement dated July 27, 2016, the Company acquired an option to purchase a 100% interest in 24 mineral claims located in Beauchastel Township, Quebec, collectively known as the Bazooka West property. The Bazooka West property is subject to a 3% gross metal royalty, of which the Company may purchase 1% at any time before August 25, 2021, for $1,000,000.

During the year ended August 31, 2024, the Company expended $37,148 on geological consulting on the Bazooka claims. During the 2023 comparative year, the Company expended $106,134 which for geological consulting. During the quarter ended February 28, 2025 the Company recorded $196,013 in exploration on the Bazooka property.

6.5 Density, Eclipse and Mass Properties (Newfoundland and Labrador)

Pursuant to an agreement dated October 23, 2020, the Company entered into an exploration, development and mine operating agreement with Crest Resources Inc. ("Crest") whereby the parties staked claims in the Newfoundland area that were prospective for gold mineralization. The Company staked 906 claims under this agreement, known as the Density, Eclipse and Mass properties of which the Company was to hold an initial 70% interest and Crest would hold the remaining 30% interest. The claims were held in trust and the parties planned to transfer them to a joint venture company.

GoldSpot holds an option to acquire a 0.5% NSR on each of the properties for $1,000,000 (see section 6.2 GoldSpot Discoveries Corp. above).

The Properties host multiple gold bearing quartz vein systems and are located within the Newfoundland central gold belt. They lie within the Exploits Sub-Zone of the Dunnage Zone adjacent to and along the southeast margin of the Red Indian Line, a major (Appalachian-scale) collisional boundary and suture zone.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 8

During the year ended August 31, 2024, the Company expended $Nil (2023 - $Nil) in acquisition costs and $Nil (2023 - $26,049) in geology costs on the Properties. The Company obtained exploration permits for the Properties in 2023. During the year ended August 31, 2023, the Company wrote down the properties to $nil as it had no immediate plans for the claims. No further work was conducted during the year ending August 31, 2024 or the period ended February 28, 2025.

6.6 Lil d’Espoir Lake Property (Newfoundland and Labrador)

Pursuant to an agreement dated February 11, 2021, the Company acquired a 100% interest in the Lil d’Espoir Lake, Chapel Island and Richard Copper properties. The Lil d’Espoir Lake property is subject to a 1.5% NSR royalty of which the Company may purchase 0.75% for $1,000,000 at any time, and GoldSpot holds an option to acquire a 0.5% NSR on the property for $1,000,000 (see section 6.2 GoldSpot Discoveries Corp. above).

The Company obtained exploration permits for the property in 2023 but wrote the property down to $nil as it had no immediate plans for the property. No further work was conducted during the year ending August 31, 2024 or the period ended February 28, 2025.

6.7 Cornwall Property

On October 13, 2022, the Company executed a share purchase agreement with 1381766 whereby the Company acquired all of the issued and outstanding common shares of 1381766 in consideration for the issuance of 1,000,000 Opawica common shares with a fair value of $400,000. As 1381766 did not meet the definition of a business under IFRS 3 – Business Combinations, the acquisition was accounted for as the purchase of 1381766’s net assets by Opawica. The net purchase price was determined as an equity settled share-based payment, under IFRS 2 - Share-based payments, at the fair value of the equity instruments issued.

Consideration paid:

Consideration paid in common shares $ 400,000
Transaction costs - cash 28,701
$ 428,701

Fair value of net assets acquired:

Exploration and evaluation asset $ 428,701
$ 428,701

During the year ended August 31, 2024, the Company wrote down the property to $Nil as it had no future plans for exploration on the property (August 31, 2023 - $12,000) in geology costs on the property.

6.10 Qualified Person

Mr. Derrick Strickland, P.Geo. (OGQ # 35402, EGBC # 1000315), is the Qualified Person for Opawica Explorations Inc. and has reviewed and approved the technical content of this Report.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 9

7. SUMMARY OF QUARTERLY RESULTS

The table below presents selected financial data for the Company's eight most recently fiscal quarters as presented in the unaudited condensed interim consolidated financial statements. The financial data provided is prepared in accordance with IFRS and is presented in Canadian dollars. The large loss in the fiscal quarter ended November 30, 2024, is mainly due to the unrealized loss on marketable securities due to the reduction in share price of its asset holdings. Due to market volatility and share prices changes the gains and/or losses may or may not be realized by the Company.

31-May 31-Aug 30-Nov 29-Feb 31-May 31-Aug 30-Nov 28-Feb
Fiscal 2023 Fiscal 2024 Fiscal 2025
Revenues $ - $ - $ - $ - $ - $ - $ - $ -
Net loss $ 380,351 $ 1,394,660 $ 104,201 $ 275,901 $ 3,198 $ 113,819 $ 1,217,671 $ 665,291
Loss per share $ 0.03 $ 0.12 $ 0.01 $ 0.05 $ - $ 0.01 $ 0.07 $ 0.04

8. LIQUIDITY

The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on the ability of the Company to raise equity financing and the attainment of profitable operations. Management has been successful in raising equity financing in the past. However, there is no assurance that it will be able to do so in the future.

Factors that could impact on the Company's liquidity are monitored regularly and include market changes, gold price changes, and economic upturns or downturns that affect the market price of the Company's trading securities for the purposes of raising financing. The current state of equity markets has been favourable towards raising financing and Management believes that this condition will continue over the next twelve months.

Cash at February 28, 2025 was $1,189,429 compared to $414,058 as at August 31, 2024. Sales tax receivable at February 28, 2025 was $41,083 compared to $27,913 as at August 31, 2024, and consists of GST input tax credits and QST input tax returns.

Current liabilities total $182,264 (August 31, 2024 - $449,103) and consist of trade and other payables, loan payable, flow-through premium, and Part XII.6 tax on flow-through shares.

The Company had a working capital of $1,248,550 at February 28, 2025 compared to $803,475 at August 31, 2024.

The Company has no debt arrangements other than the loans referenced above.

Financings

On October 15, 2021, 10,000 (100,000 pre-consolidated) stock options priced at $1.15 were exercised for gross proceeds of $11,500. On the exercise of the options, $10,087 was reclassified from reserves to share capital. The proceeds have been recorded as a subscription receivable.

On May 8 and 19, 2023, the Company closed a non-brokered private placement to raise gross proceeds of $638,000 through the sale of 6,379,998 units priced at $0.10 per unit. Each unit consists of one common share and one share purchase warrant, with each whole warrant exercisable at a price of $0.15 per share for a three-year term. The warrants attached to the units had a residual value of $Nil.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
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The 6,379,998 warrants are subject to an acceleration clause stating: Pursuant to the financing, in the event the Company's share price closed at a price of $0.22 per share for a period of 10 consecutive trading days on the TSX Venture Exchange, the Company may accelerate the term of the eligible warrants to a period of 30 days commencing 7 days after the last premium trading day with notice given to the warrant holders in writing or by news release. No finders' fees were paid in respect to the private placement.

On June 5, 2024, the Company closed a non-brokered private placement to raise gross proceeds of $600,000 through the sale of 12,000,000 units priced at $0.05 per unit. Each unit consists of one common share and one share purchase warrant with each whole warrant exercisable at a price of $0.10 per share for a two-year period. The warrants attached to the units had a residual value of $Nil.

On November 21, 2024, the Company closed non-brokered private placement to raise gross proceeds of $1,242,100 through the issuance of 8,280,667 units at $0.15 per unit. Each unit consists of one common share and one common share purchase warrant, exercisable at $0.25 per share for a two-year term. As part of the closing, the Company has agreed to compensate the finding agents with a commission of up to 8% in cash, totalling $19,580 and up to 8% in purchase warrants, totalling 130,533 warrants, based on gross proceeds of the offering. Each purchase warrant is exercisable at $0.25 according to the terms described above.

On December 20, 2024, the Company closed non-brokered private placement to raise gross proceeds of $1,082,500 through the issuance of 4,330,000 units at $0.25 per unit. Each unit consists of one flow-through common share and one-half of one non-flow-through common share purchase warrant, exercisable at $0.40 per share for a two-year term. As part of the closing, the Company has agreed to compensate the finding agents with a commission of up to 6% in cash, totalling $64,950 and up to 6% in purchase warrants, totalling 259,800 warrants, based on gross proceeds of the offering. Each purchase warrant is exercisable at $0.40 according to the terms described above.

9. CAPITAL RESOURCES

The Company does not have any commitments for capital expenditures. The Company does not have any capital resources in the form of debt, equity and any other financing arrangements.

10. OFF-BALANCE SHEET ARRANGEMENTS

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

11. TRANSACTIONS BETWEEN RELATED PARTIES

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer and chief financial officer. Key management personnel compensation is comprised of the following:

Agreement with the CEO

The Company has entered into an officer and consulting agreement with 1218016 B.C. Ltd. ("1218016"), a company controlled by the Company's President and Chief Executive Officer (the "CEO") effective May 5, 2021, for a five-year term. As compensation for the services to be provided, the CEO's company received a monthly management fee of $15,000 effective January 1, 2022. If the agreement is terminated before the end of the term on March 1, 2026, the Company will be required to pay $360,000 in severance compensation. The executive is entitled to receive $150,000 once a resource is discovered with a carry over for 12 months, and a further $150,000 should the Company maintain a market capitalization of


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 11

$20,000,000 for 3 months. In the event of a change of control transaction, the executive is entitled to receive a one-time bonus of $400,000.

During the six-month period ended February 28, 2025, the Company incurred $90,000 (February 29, 2024 - $90,000) in management fees with the CEO’s company.

Agreement with the CFO

The Company entered into a consulting agreement with the Company’s current Chief Financial Officer (the “CFO”), effective July 1, 2021, for no fixed term. As compensation for the services provided, the CFO will receive a monthly fee of $5,000. In the event the consultant is terminated within 12 months following the date of a change of control event, the Company shall pay a fee of $250,000 within 30 days of termination.

During the six month period ended February 28, 2025, the Company incurred $30,000 (February 29, 2024 - $30,000) in consulting fees with the CFO’s company.

Other key management compensation

The Company has entered into an administrative services agreement with a company controlled by a family member of the CEO effective September 1, 2021, for no fixed term. As compensation for the services provided, the consultant will receive a monthly fee of $4,000. During the six month period ended February 28, 2025, the Company incurred $24,000 (February 29, 2024 – $24,000) in consulting fees with the company.

During the three-month period ended February 28, 2025, the Company paid $2,500 to directors and former directors and consulting fees of $Nil (February 29, 2024 - $Nil).

As at February 28, 2025, the Company has $116,339 (2024 - $124,004) due from the CEO, and $7,684 included in trade and other payables, due to the CFO of the Company. Amounts are due on demand, unsecured and are non-interest bearing.

12. PROPOSED TRANSACTIONS

There are no currently proposed transactions.

13. COMMITMENTS, EXPECTED OR UNEXPECTED EVENTS, OR UNCERTAINTIES

Provision for indemnity on flow-through shares

As at August 31, 2023, the Company fell short of its flow-through commitment by $1,009,519. As a result of not meeting the commitment by the deadline, the flow-through premium liability has been reduced to $nil by recognizing other income of $250,291, and the Company recorded a provision of $732,976 towards Part XII.6 tax and potential indemnification of tax liabilities to purchasers of the flow-through shares.

As at August 31, 2024, the Company reassessed the provision and recorded a recovery of $74,408 (2023 - $nil) on the potential indemnification of tax liabilities. As at August 31, 2024 the provision for indemnity and part XII.6 tax was $658,567 (2023 - $732,976).

Other commitments are disclosed in Section 11 of this report.

14. SIGNIFICANT CHANGES FROM PREVIOUS DISCLOSURE

There are no significant changes from previous disclosure on the Company.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 12

15. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Refer to Note 3 in the audited consolidated financial statements for the new accounting policy adopted during the year ended August 31, 2024 as filed on www.sedarplus.ca on December 27, 2024.

16. KNOWN TRENDS, RISKS OR DEMANDS

Credit risk

Credit risk is the risk of an unexpected loss associated with a counterparty's inability to fulfill its contractual obligations. Management evaluates credit risk on an ongoing basis and monitors activities related to amounts including the amounts of counterparty concentrations. The primary sources of credit risk for the Company arise from its financial assets consisting of cash and investments. The carrying value of these financial assets represents the Company's maximum exposure to credit risk. To minimize credit risk the Company only holds its cash with high credit chartered Canadian financial institutions and invests in public company shares. As at February 28, 2025, the Company has no financial assets that are past due or impaired due to credit risk defaults.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's financial liabilities consist of its trade and other payables, loan payable, and provision for indemnity. The Company has a working capital of $1,248,550 as at February 28, 2025 (August 31, 2024 - $803,475). The Company handles its liquidity risk through the management of its capital structure as described in Note 15 of the consolidated financial statements.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, investment fluctuations, and commodity and equity prices. The Company is not exposed to significant interest rate risk as the Company has no variable interest-bearing debt. The Company's ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in gold and metal prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. The Company's functional currency is the Canadian dollar. All of the Company's financial instruments are denominated in Canadian dollars and all current exploration occurs within Canada. In management's opinion there is no significant foreign exchange risk to the Company.

17. DISCLOSURE OF OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.

As at April 29, 2025, the Company has 39,338,767 common shares issued and outstanding.

As at April 29, 2025, the Company has 29,385,665 share purchase warrants outstanding.

As at April 29, 2025, the Company has 2,200,000 stock options outstanding.


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 13

18. SUBSEQUENT EVENTS

On April 3, 2025, the Company announced the closing of 1,385,000 Units to for total aggregate proceeds of $277,000 each consisting of one Common Share of the Company and one Common Share Purchase Warrant at a price of $0.20c per Unit. Each purchase Warrant is exercisable into one Common Share at an exercise price of $0.30 per share at any time up to 24 months following the closing date. The Company also maintains a Warrant Acceleration option allowing Opawica to accelerate the expiry date of the Warrants if the daily trading price of the Common Shares on the TSX Venture Exchange is greater than $0.42 per Common Share for the preceding 10 consecutive trading days. All securities issued under the Offering and including Warrants will be subject to a four (4) month holding period.

19. BOARD OF DIRECTORS AND OFFICERS

The directors of the Company are Blake Morgan (President and Chief Executive Officer), Philippe Havard, and Owen C. King. The Chief Financial Officer and Corporate Secretary is Marcy Kiesman.

20. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth below.

This Management’s Discussion & Analysis contains “forward-looking statements, within the meaning of applicable Canadian Securities legislation”, that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold and copper, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words 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 state that certain actions, events or results “may”, “could”, “would”, or “might” be taken, occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from any other future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: risks relating to the integration of acquisitions, risk relating to international operations, the actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; fluctuations in metal prices; as well as those risk factors discussed or referred to in the Company’s Management’s Discussion and Analysis for


OPAWICA EXPLORATIONS INC.
UNAUDITED INTERIM MD&A
FOR THE PERIOD ENDED FEBRUARY 28, 2025
PAGE 14

the year ended August 31, 2024 filed with the securities regulatory authorities in Canada and available at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.

21. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim financial statements of the Company and all the information in this Management’s Discussion and Analysis are the responsibility of management and have been approved by the Board of Directors.

The unaudited interim financial statements have been prepared by management in accordance with International Financial Reporting Standards. When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the consolidated financial statements are presented fairly, in all material respects. Management has prepared the financial information presented elsewhere in the Management’s Discussion and Analysis and has ensured that it is consistent with that in the consolidated financial statements.

The Company maintains systems of internal accounting and administrative controls in order to provide, on a reasonable basis, assurance that the financial information is relevant, reliable and accurate and that the Company’s assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board, and two of its members are independent directors. The Committee meets at least once a year with management, as well as the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the consolidated financial statements and the external auditors’ report. The Committee reports its findings to the Board for consideration when approving the consolidated financial statements for issuance to the shareholders. The Committee also considers, for review by the Board and approval by the shareholders, the engagement or reappointment of the external auditors.

OPAWICA EXPLORATIONS INC.

Blake Morgan

President and Chief Executive Officer