Origen Resources Inc. - Management Reports 2024

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(An Exploration Stage Company)

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE YEAR ENDED OCTOBER 31, 2023

Dated: February 26, 2024

Corporate Registered Office

Suite 880 – 320 Granville Street, Vancouver, BC, V6C 1S9, Canada. Tel: 604-638-3456

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023

INTRODUCTION .......................................................................................................................................................................... 3 NATURE OF BUSINESS ............................................................................................................................................................... 3 HIGHLIGHTS FOR THE YEAR ENDED OCTOBER 31, 2023 AND THE PERIOD UP TO FEBRUARY 22, 2024 ......... 4 FORWARD-LOOKING STATEMENTS..................................................................................................................................... 6 EXPLORATION AND EVALUATION ASSETS ........................................................................................................................ 8 Salta Properties, Argentina ......................................................................................................................................................... 8 Tres Cerros Properties, Argentina ............................................................................................................................................ 10 Esperanza Property, Argentina ................................................................................................................................................. 13 Mina Angela Property NSR Royalty, Argentina ........................................................................................................................ 15 El Quemado Property NSR Royalty, Argentina ......................................................................................................................... 16 Mirador, Solario, Ventana and Terraza Properties, Argentina ................................................................................................. 16 Lacsha Property, Peru ............................................................................................................................................................... 16 Auquis Property, Peru ............................................................................................................................................................... 17 Jacha Property, Peru ................................................................................................................................................................. 17 Qualified Person and Quality Control/Quality Assurance ........................................................................................................ 18 Exploration and evaluation assets continuity ............................................................................................................................ 19 SELECTED ANNUAL INFORMATION ................................................................................................................................... 21 SUMMARY OF QUARTERLY RESULTS ............................................................................................................................... 21 FINANCIAL RESULTS FROM OPERATIONS ...................................................................................................................... 22 LIQUIDITY AND CAPITAL RESOURCES ............................................................................................................................. 23 OFF–BALANCE SHEET ARRANGEMENTS .......................................................................................................................... 25 RELATED PARTY TRANSACTIONS ...................................................................................................................................... 25 PROPOSED TRANSACTIONS .................................................................................................................................................. 26 CRITICAL ACCOUNTING ESTIMATES ................................................................................................................................ 26 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT ................................................................................................. 26 MATERIAL PROCEEDINGS .................................................................................................................................................... 27 OUTSTANDING SHARE DATA ................................................................................................................................................ 27 DISCLOSURE CONTROLS AND PROCEDURES ................................................................................................................. 27 RISK AND UNCERTAINTIES ................................................................................................................................................... 28 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE ................................ 32 APPROVAL .................................................................................................................................................................................. 32

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) for Latin Metals Inc. (“Latin Metals” or the “Company”) for the year ended October 31, 2023 has been prepared by management in accordance with the requirements of National Instrument 51-102 and compares its financial results for the year ended October 31, 2023 to the year ended October 31, 2022. This MD&A provides a detailed analysis of the business of Latin Metals and should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the years ended October 31, 2023 and 2022.

All financial information, unless otherwise indicated, has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars unless otherwise noted.

The effective date of this MD&A is February 26, 2024.

NATURE OF BUSINESS

Latins Metals Inc. is a mineral resources exploration company, and its principal business activity is the acquisition, exploration and evaluation of mineral resource properties located in South America. At the date of this document, the Company has projects in Argentina and Peru. The Company operates with a Prospect Generator model focusing on the acquisition of prospective exploration properties at a low cost, completing initial evaluation through cost-effective exploration to establish drill targets, and ultimately securing joint venture partners to fund drilling and advanced exploration. Shareholders are exposed to the upside of a significant discovery without the dilution associated with funding the highest-risk drill-based exploration.

Latin Metals’ common shares are listed on the TSX Venture Exchange (“TSX-V”) and trade under the symbol “LMS” as well as on the OTCQB Venture Market under the symbol “LMSQF”.

The Company’s mailing address is Suite 890 – 999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada. The registered and records offices of the Company are located at Suite 880 – 320 Granville Street, Vancouver, BC, V6C 1S9, Canada.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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HIGHLIGHTS FOR THE YEAR ENDED OCTOBER 31, 2023 AND THE PERIOD UP TO FEBRUARY 26, 2024

Corporate highlights

Salta Properties. On November 14, 2022, the Company announced that it had submitted applications for additional exploration properties in the area surrounding the Organullo Project.
El Quemado Project . On March 3, 2023, the Company announced sale of a 100% interest in the El Quemado project to South American Lithium Ltd. (“SALi”) for total consideration of $0.9 million, of which $0.4 million in cash and $0.5 million in SALi’s shares (1,000,000) and warrants (1,000,000). Latin Metals retain a 2% Net Smelter Returns Royalty on the project.
Debt Financing. On September 27, 2023, the Company announced that it had secured loans in the amount of $600,000. The loans have a one-year term and bear interest at the rate of 10% per annum, compounded annually. The Company agreed to issue 6,000,000 bonus common-share purchase warrants to the lenders each of which warrants will entitle the holder to purchase one common share of the Company for a period of one year at an exercise price of $0.10 per share.
Equity Financing. On February 6, 2024, the Company closed its previously announced non-brokered private placements of 10,000,000 units at $0.07 per unit for gross proceeds of $700,000. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share at a price of $0.15 per share until February 6, 2026.

Exploration highlights

Lacsha Drill Permit . On January 9, 2023, the Company announced that it has secured a drill permit at the Lacsha copper project. The drill permit is an FTA (Ficha Tecnica Ambiental) consisting of permission to construct all necessary access roads and 20 drill pads, from which up to 43 drill holes may be completed to depths up to 1,000m below surface.
Auquis Geochemical Results. On November 3, 2022, the Company announced results from a second surface rock sampling program at Auquis, defining a core area of high-grade mineralization that measures 1.5km by 1.5km. Within this core area, combined results of 265 rock sample results return grades ranging from 6ppm to 5.8% copper (average 0.10% copper) and from 0.3ppm to 236ppm molybdenum (average 4.9ppm molybdenum). On April 4, 2023, the Company announced the discovery of new copper porphyry (Tinto zone) and skarn (Blanco zone) mineralization at the Auquis property. Sampling at the Blanco Zone returned values of up to 9.3% zinc, 6.1% lead, 2.8% copper, 176 g/t silver and 82 ppb gold. On April 24, 2023, the Company announced the completion of a ground magnetic survey and the interpretation of significant anomalies adjacent to and underlying mapped zones of porphyry and skarn mineralization. On September 27, 2023, the Company announced positive results that reinforce potential porphyry and skarn mineralization at Blanco and Tinto zones.
AngloGold Exploration at Organullo . On November 22, 2023, March 6, 2023, and November 14, 2022, the Company provided an update on AngloGold’s exploration activities. AngloGold completed a helicopterborne magnetic and radiometric survey in November 2023. The survey collected magnetic and radiometric data along 3,500 line-km, covering most of the property. Survey lines were flown on a 100m spacing northsouth and a 1,000m spacing east-west, at an average flight height of 60m above ground. A drill permit application has been submitted for up to 11,900m (up to 39 drill holes) on the Breccia Hill, Axel, and Nemo targets. Identification of three advanced argillic alteration centres over a 6km strike length is a significant step forward for the project. AngloGold’s current plans include 7,000m of Phase 1 drilling in 2024, which will be completed with two drill rigs subject to receipt of drill permits. AngloGold is consulting with local stakeholders regarding the planned exploration programs.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Cerro Bayo Project. On December 8, 2022 and June 19, 2023, the Company provided an update on Barrick’s exploration activities at the Cerro Bayo project, reporting that Barrick had completed geological mapping, 1,000 line-km magnetic survey, 759 rock chip samples and 100 rock channel samples. The exploration program was targeting potential bonanza grade gold and silver at 150m to 200m depth from palaeosurface. On October 27, 2023, Barrick provided 90 days notice of its intention to terminate the option agreement. Over the course of the option agreement, Barrick defined 8 drill target areas within a 6km-wide trans-tensional basin, spending a total of $2.6 million and adding considerable value to the Cerro Bayo Project. The Company will now seek to secure a new partner to explore this high-priority property.
Mirador Copper Project – On January 17, 2023, the Company announced staking of the Mirador Copper project totaling 99,000 hectares and located within Salta Province, Argentina. The property is prospective for sediment-hosted copper deposits, and initial reconnaissance has identified outcropping mineralization with one sample grading 2.4% copper and 628ppm vanadium. On July 17, 2023, the Company announced the discovery of additional outcropping sediment-hosted copper mineralization on the Mirador.
Solario Copper Project – One June 5, 2023, the Company announced the acquisition of the Solario copper project, located within Salta Province, Argentina, which was acquired from an underlying vendor for $1 million Argentina peso.
Ventana Copper Project – On July 17, 2023, the Company announced the acquisition of the Ventana copper project, located within Salta Province, Argentina, which was acquired from an underlying vendor for $1 million Argentina peso.
Terraza project . On January 23, 2024, the Company announced that it acquired by staking 68,000-hectared Terraza copper exploration project located within Juyay Province, Argentina, and with this increased its sediment-hosted copper exploration ground holding to more than 500,000 hectares in total across 4 projects.
Tillo Copper Project – On January 30 and February 8, 2023, the Company announced the results of soil, talus and rock sampling at the Tillo copper project. The 253 soil and talus surveying discovered zones of high-grade copper mineralization including the largest zone which measures approximately 2,500m x 1,000m in area. Within this zone, copper values range from 250 ppm to a peak of 1,050 ppm copper, with supporting molybdenum mineralization. On June 13, 2023, the Company announced that it had received positive rock sampling results from the Tillo property with rock 24 samples from 140 collected grading greater than 0.2% copper.
Para Copper Project – On February 14, 2023, the Company announces that it has discovered zones of highgrade copper mineralization at the Para project. Within the project, the results of talus sampling have been very positive with anomalous copper analysis ranges from 251 ppm to a peak of 1,505 ppm copper, with supporting molybdenum mineralization up to 46 ppm. The geochemical anomalies are open to the northwest, and as a result, Latin Metals has staked an additional 1,300 hectares for a new total of 1,900 hectares.
Jacha Copper Project – On October 16, 2023, the Company announced that it had signed an agreement with the community located in Paruro, Cusco region, which cleared that path for exploration at Jacha project. The Company has commenced Phase I soil and rock chip sampling program covering 1,000 hectares of the project.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information (collectively, “forwardlooking statements”) within the meaning of applicable Canadian and U.S. securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. Information concerning mineral resource/reserve estimates and the economic analysis thereof contained in preliminary economic analyses or prefeasibility studies also may be deemed to be forward-looking statements in that they reflect a prediction of the mineralization that would be encountered, and the results of mining that mineralization, if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate, plans and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

the Company’s strategies and objectives, both generally and in respect of its specific mineral properties or exploration and evaluation assets;
the timing of decisions regarding the timing and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company’s exploration programs;
the Company’s estimates of the quality and quantity of the resources and reserves at its mineral properties;
the timing and cost of planned exploration programs of the Company and the timing of the receipt of result thereof;
the Company’s ability to meet its financial obligations as they come due, to be able to raise the necessary funds to continue operations, and general economic conditions.

Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward looking statements are risks and uncertainties beyond the Company’s ability to predict or control, including, but not limited to, risks related to the Company’s inability to raise the necessary capital to be able to continue in business and to implement its business strategies, to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, and other risks identified under “ Risk Factors ”.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward looking statements contained in this MD&A. Such statements are based on several assumptions which may prove incorrect, including, but not limited to, assumptions about:

the level and volatility of the price of commodities;
the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company’s planned exploration;
conditions in the financial markets generally;
the Company’s ability to attract and retain key personnel;
the accuracy of the Company’s resource/reserve estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based.

These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forwardlooking statements.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company’s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations. See “Risk Factors – Insufficient Financial Resources/Share Price Volatility”.

All the Company's public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accessed via www.sedarplus.com and the Company’s website at www.latin-metals.com and readers are urged to review these materials.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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EXPLORATION AND EVALUATION ASSETS

The Company has exploration properties in Argentina and Peru, which are described in more detail below.

Salta Properties, Argentina

Salta Properties include three distinct projects: Organullo property, Ana Maria property and Trigal property.

Pursuant to an agreement dated October 1, 2004 between the Company and an Argentinean individual, the Company purchased a 100% interest in eight minas in Salta Province, Argentina, know as Organullo property, in consideration of the issuance of 70,000 common shares. The Ana Maria property was acquired through staking and comprises three separate exploration claims, totaling almost 10,000 hectares and located near and partly contiguous with the Company’s Organullo gold project. The Trigal property is a grassroots gold and silver exploration project, which is contiguous with the El Quevar property- an advanced PEA-stage silver exploration project owned by Golden Minerals Company and currently held under option by Barrick Gold Corporation.

Organullo property has an exploration history of almost a century. It was initially explored and mined on a small scale at the Julio Verne Mine in the 1930’s, producing copper, bismuth and gold. Mining activity involved excavation of more than 450 m of workings on 3 levels. Few details of production are available, but concentrates were reported to average 12.5% bismuth and 8.2% copper with gold ranging between 10-20 g/t and sampling on several subsequent exploration programs confirmed the high gold grades found underground. Previous explorers include Fabricaciones Militares (in Partnership with the United Nations), Triton Mining Corporation, Northern Orion Exploration, Newmont Overseas Exploration (Chile), Newmont Peru, Cardero Resources Corp., Latin Metals and most recently Yamana Gold Inc. (2018 to 2020).

Option Agreement with AngloGold

On May 27, 2022, the Company entered into a binding option agreement with AngloGold Argentina Exploraciones S.A. (“AngloGold”), a wholly owned subsidiary of AngloGold Ashanti Ltd. Subsequently, AngloGold provided notice that all conditions precedent have been satisfied, and as a result the option agreement’s commencement date has been established as June 2, 2022. Under the terms of the option agreement, Latin Metals granted to AngloGold the option to earn up to an 80% interest in the Company’s Organullo, Ana Maria, and Trigal Gold projects (the “Salta Properties”) located in Salta Province, northwestern Argentina.

Under the terms of the option agreement, AngloGold has been granted the option to earn an initial 75% interest in the Salta Properties by making cash payments to Latin Metals in the aggregate amount of USD $2,575,000 and spending an aggregate amount of USD $10,000,000 on exploration expenditures related to the Projects within five years of the commencement date.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Date	Payments in cash (US$) Expenditures commitments (US$)
On or before June 17, 2022 On or before June 2, 2023 On or before June 2, 2024 On or before June 2, 2025 On or before June 2, 2026 On or before June 2,2027	275,000 (received) - 100,000 (received) - 150,000 2,000,000 200,000 - 850,000 4,000,000 1,000,000 4,000,000
Total	US$ 2,575,000 US$ 10,000,000

Upon the fulfilment of the payment obligations and exploration expenditures set forth above, and the delivery by AngloGold to Latin Metals of a notice of exercise of the Option (the “Option Exercise Date”) and subject to the exercise of Top-Up Right (as defined below), AngloGold and Latin Metals will be deemed to have formed a joint venture (the “Joint Venture”) for the continued exploration, development and, if warranted, commercialization of the Projects, in respect of which the initial participating interests of the parties will be, AngloGold as to 75% and Latin Metals as to 25%.

Upon the exercise of the Option, AngloGold may give notice to Latin Metals of its intention to increase its interest in the Salta Projects to 80% (the “Top-Up Right”). The Top-Up Right may be exercised within 150 days of the Option Exercise Date by AngloGold:

preparing and delivering to Latin Metals an independent Measured and Indicated Mineral Resource estimate prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) on one or more deposits contained within the Projects; and
paying to Latin Metals an amount of USD $4.65 per gold equivalent ounce contained within the Measured and Indicated Mineral Resource estimate.

Upon the exercise of the Top-Up Right, the parties’ interests in the Joint Venture will be adjusted such that the participating interests of the parties will be AngloGold as to 80% and Latin Metals as to 20%.

If and when the parties form the Joint Venture, the provisions of the agreement governing the Joint Venture will be negotiated and settled by the parties and will provide, among other things, that if the participating interest of either party falls below 10%, the interest of such party shall be converted to a 2% net smelter returns royalty, half of which (being 1%) can be purchased by the other party for USD $5,000,000 at any time until the date that is three (3) months after a production decision concerning one or more of the Salta Projects has been made.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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Tres Cerros Properties, Argentina

Tres Cerros properties are located within the highly prospective Deseado Massif in Santa Cruz Province, Argentina.

Option agreement with underlying property owners

On February 7, 2019, the Company entered into three definitive option agreements, as amended, pursuant to which the Company was granted options to acquire a 100 % interest, subject to certain royalty conditions, in eight properties as follows:

1) Property group 1: the Cerro Bayo, Cerro Bayo Sur and Flora Este properties;
2) Property group 2: the Aylen, Aylen Oeste and Pedro properties; and
3) Property group 3: the Fiorentina & Fiorentina Norte properties.

The Company can earn an initial 80% interest (the “First Option”), followed by the remaining 20% interest (the “Second Option”), by making staged cash and common shares payments.

On March 23, 2022, the Company terminated its options regarding Property group 2 and Property group 3. The Company considers each property group a separate CGU, and accordingly, in connection with the termination of the option agreements for these two property groups, an impairment loss of $320,971 was recognized. The Company used Level 3 fair value hierarchy inputs in estimating the impairment of the exploration and evaluation assets.

The exploration and evaluation assets balance within Tres Cerros disclosure as at October 31, 2023 and 2022 reflects the Company’s retained interest in Property group 1: the Cerro Bayo, Cerro Bayo Sur and Flora Este properties.

Details on the consideration the Company is required to pay and issue shares in respect to the Cerro Bayo, Cerro Bayo Sur and Flora Este properties (Property group 1) is as follows:

Cerro Bayo, Cerro Bayo Sur & Flora Este Properties

Due Date	Payments in cash (US $) Shares Payments in shares or cash (US $)	Cumulative earned interest
April 8, 2019 May 1, 2020 November 1, 2020 April 30, 2021 May 1, 2021 May 10, 2022(1) May 10, 2023(2) May 10, 2024 May 10, 2025	12,500 (paid) - 7,500 (paid) 175,000 (issued) 8,750 (paid) 175,000 (issued) 8,750 (paid) - 50,000 (paid) 450,000 (issued) 75,000 (paid) 77,334 (paid) 100,000 (paid) 133,577 (paid) 200,000 182,789 500,000 253,093	- - - 35% 51% 71% 80%
Total	US $962,500 800,000 US $646,732	80%

(1) Total of US$ 152,334 was paid directly to the underlying owner of the properties by Barrick Gold Corporation pursuant to an earn-in agreement with the Company (see disclosure below - section “Barrick Earn-in agreement”).

(2) Barrick paid US$ 100,000 directly to the underlying owner of the properties. The Company issued 757,437 common shares with a fair value of USD 133,577 ($181,785) to the underlying owner of the properties as per the terms of the underlying option agreement. The fair value per share was based on the listed market price of the Company’s common shares at the date of issuance.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

For the year ended October 31, 2023 ___________

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As part of the earn-in commitment, Latin Metals is required to deliver a technical report in accordance with NI 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

For a period of 120 days after the exercise of the First Option for each property group, the Company will have the Second Option to acquire the remaining 20% (aggregate 100%) interest, by making a payment of US $400,000 cash and a payment of US $400,000 payable in common shares of the Company, or in cash (at the Company’s option) to the underlying owners.

Acquisition of 100% is subject to a 0.75% NSR royalty, of which two-thirds of the royalty (0.5%) can be purchased at any time for US$ 1,000,000.

If the Company elects not to exercise the Latin Metals Second Option, the parties will be deemed to have entered a joint venture, with the initial participating interests of Latin Metals being 80% and the vendors being 20%. If either party’s participating interest falls below 10% then that party’s interest will be converted to a 1% NSR Royalty, one half of which (0.5%) can be purchased by the other party for US $1,000,000.

Barrick Earn-in agreement

On February 5, 2022, Latin Metals and Barrick entered into an earn-in agreement whereby Barrick has the right to acquire up to an 85% interest in the Cerro Bayo, Cerro Bayo Sur and Flora Este properties. Barrick’s earn-in right consists of an initial option (the “Barrick First Option”) to acquire a 70% interest in the properties and a second option (the “Barrick Second Option”) to acquire an additional 15% (aggregate 85%) interest.

On February 25, 2022, the parties entered into an agreement with the underlying property owner to, amongst other things, acknowledge Barrick’s rights under the earn-in agreement and authorize Barrick to conduct operation on the properties.

To exercise the Barrick First Option and earn a 70% interest, Barrick is required to:

(1) Make cash payments totaling US$ 2,321,793 to the underlying owner of the Properties pursuant to the Underlying Option Agreement (US$ 385,911 paid to date);
(2) Make cash payments to Latin Metals totaling US$ 750,000 (US$ 200,000 paid to date);
(3) Incur exploration expenditures with respect to the Properties totaling US$ 5,000,000, of which US$ 1,000,000 is a binding commitment; and
(4) Prepare and deliver to Latin Metals a Preliminary Economic Assessment prepared in accordance with NI 43-101.

To exercise the Barrick Second Option and earn an additional 15% interest, Barrick is required to:

(1) Make additional cash payments to Latin Metals totaling US$ 425,000 (aggregate US$ 1,175,000); and
(2) Sole fund all costs and deliver to Latin Metals a Prefeasibility Study prepared in accordance with NI 43-101.

Barrick may at any time during the term of the earn-in agreement accelerate the timing for payment of any or all cash payments to Latin Metals and the underlying owner of the Properties, delivery of technical studies, and incurring exploration expenditures.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Details on cash payments to Latin Metals and work commitments requirements are as follows:

		Cash Payments to	Expenditure	Technical
Option	Date(1)	Latin Metals	Commitments	Report
		(US $)	(US $)	Requirement
	Effective Date; February 25, 2022	150,000 (paid)	-	-
	February 25, 2023	50,000 (paid)	-	-
	February 25, 2024	50,000	1,000,000(2)	-
Barrick First	February 25, 2025 February 25, 2026	50,000 75,000	- -	- -
Option	February 25, 2027	100,000	2,000,000	-
	February 25, 2028	125,000	-	-
				Preliminary
	February 25, 2029	150,000	2,000,000	Economic
				Assessment
		750,000	5,000,000
Barrick	February 25, 2030	175,000	-	-
Second Option	February 25, 2031	250,000	-	Prefeasibility Study
	Total	US $1,175,000	US $5,000,000

(1) Subject to Barrick’s right to accelerate and customary force majeure provisions.

(2) US $1,000,000 is binding commitment (work or cash in lieu).

The table below represents the payments due under the underlying option agreement for Property group 1, assumed by Barrick:

Date(1)(2)	Payment (US $)(3)
By April 20, 2022(4)	152,334 (received)
By April 20, 2023(5)	233,577 (received)
By April 20, 2024	382,789
By April 20, 2025(6)	753,093
Upon the exercise of Latin Metals’ option under the Underlying Option Agreement(7)	800,000
Total	$2,321,793

(1) Subject to Barrick’s right to accelerate and customary force majeure provisions.

(2) Amended on August 10, 2022 to adjust cash payment deadlines to May 5[th] if payment is made directly to Tres Cerros

(3) Under the terms of the Underlying Option Agreement, payments may be made in cash and/or shares of Latin Metals, at the discretion of Latin Metals. If Latin Metals elects to satisfy a portion of these payments by the issuance of shares to the underlying owner, then the cash value of such issued shares will be paid by Barrick to Latin Metals and the amount to paid to the underlying owner will be reduced by a corresponding amount.

(4) US$ 152,334 was paid directly to the underlying owner of the properties by Barrick

(5) Barrick paid US$ 100,000 directly to the underlying owner of the properties and US$ 133,577 ($181,785) to the Company. The Company issued 757,437 common shares with a fair value of US$ 133,577 ($181,785) to the underlying owner of the properties as per the terms of the underlying option agreement. The fair value per share was based on the listed market price of the Company’s common shares at the date of issuance.

(6) The payment on this date, together with the delivery of an NI 43-101 technical report on the Properties addressed to the underlying owners, will complete the exercise of the First option under the Underlying Option Agreement, wherein Latin Metals will have earned an 80% interest in the properties.

(7) The payment on this date will complete the exercise of the Second option under the Underlying Option Agreement, wherein Latin Metals will have earned a 100% interest in the properties.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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On October 27, 2023, the Company announced that Barrick had provided notice to the Company of their intention to relinquish the option and terminate the earn-in agreement, effective January 25, 2024. The Company is seeking to secure a new option partner to fund the project going forward.

Esperanza Property, Argentina

The Esperanza copper-gold porphyry is in San Juan Province in northwestern Argentina. It is approximately 135 km north of the city of San Juan and consists of 32 Minas and 10 demacias totaling 516 hectares. Elevations at the project range from 2,800 m to 3,250 m above sea level. The property is accessible by road and exploration can generally be conducted year-round.

The Esperanza copper-gold mineralization is associated with a porphyry-epithermal system.

A total of 23 drill holes have been completed on the project between 2007 and 2018 for a total of 7,600 m. Most recently, the Company completed 965 m of drilling in 2018, again focusing on the copper-gold-porphyry system. Drill hole 18-ESP-025 collared in mineralization and continued to drill mineralized rock to end of hole (387m; hole abandoned due to drilling difficulties). Laboratory results for the drill hole grade 0.57% copper and 0.27g/t gold. This includes 232 m from surface grading 0.74% copper and 0.33g/t gold. Mineralization remains open at depth.

All drill holes targeting porphyry-style mineralization intersected copper-gold mineralization and many of the holes were terminated in mineralization. Furthermore, several drill holes demonstrate increasing grade with depth. Porphyry style mineralization is open in all directions, in particular to the west and north where porphyry style alteration is mapped at surface and untested by drilling. With mineralized drill holes open laterally and at depth, there is considerable work to be done to complete drill testing of existing priority drill targets.

Esperanza option agreement with underlying vendors

On March 1, 2017, the Company received TSX-V approval on the Esperanza option agreement to acquire a 100% interest in the Esperanza copper-gold porphyry deposit. On July 9, 2018 (as amended), the Company entered into a Definitive property option agreement in respect to Esperanza.

Under the option the Company has the right to earn a 100 % interest in the project through the payment of US $2,306,000 and the issuance of common shares of the Company valued at US$ 500,000 (at the time of issuance) to the vendor.

On May 13, 2021, the Company executed an amended option agreement with the underlying vendors, which amended the amount and schedule of remaining cash payments and share issuances. In particular, all cash and share payments after June 2021 will be conditional on the granting of a drill permit by the authorities of the Government of the Province of San Juan. On October 19, 2022, the agreement was further amended to state that the permit grant date shall be deemed to be December 31, 2022, unless the permit grant date occurs on or prior to December 1, 2022. As at October 31, 2023, the total amount of cash payments made pursuant to the option agreement was US$ 1,073,000.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

On December 14, 2023, the Company executed an amended option agreement with the underlying vendors, which amended the amount and schedule of remaining cash payments and share issuances. The amending agreement postpones the December 31, 2023 cash payment until May 5, 2024, and reduces the amount of the payment to US$100,000 (which payment is an irrevocable commitment). The remaining payments to fulfill the amended terms of the definitive property option agreement is as follows:

Date	Payments in cash	Payments in
	(US$)	shares (US$)
Payments made as of October 31, 2021 and 2022	623,000 (paid)
January 10, 2023	200,000 (paid)	-
June 30, 2023	250,000 (paid)	-
May 5, 2024	100,000	-
30 days following receipt of a drilling permit(1)	250,000	-
12 months following receipt of a drilling permit	250,000	-
18 months following receipt of a drilling permit	250,000	250,000
24 months following a receipt of a drilling permit	383,000	250,000
Total	$ 2,306,000	$ 500,000

(1) If a drill permit for Esperanza is not secured by the Company on or prior to July 31, 2025, the underlying optionor has the right to terminate the definitive option agreement.

Upon completion of the option payments and share issuances the Company will be deemed to have exercised the option and will have earned an undivided 100% legal and beneficial interest in and to the project, subject to a 2% NSR Royalty to be granted to the vendor. The Company will have a right to buy back 0.5 % of the NSR Royalty for US$ 1,000,000, at which time the NSR Royalty payable to the vendor shall be 1.5%.

A finder’s fee in the amount of US$172,800, is payable in common shares of the Company over six years. The total number of common shares issued as at October 31, 2022 for finders fees for Esperanza project was 893,091. During the year ended October 31, 2023, the Company issued 711,400 common shares fair valued at $96,039 (US$ 70,820) as a final payment in shares of the finder’s fee.

Earn-in agreement with Libero Copper and Gold

On January 20, 2021, the Company signed a letter agreement with Libero Copper and Gold (“Libero”), pursuant to which Libero has been granted an option to acquire a 70% interest in the Esperanza copper-gold project. In order to exercise the option, Libero is required to make cash payments in the aggregate of US$ 2,403,000 and incur exploration expenditures on Esperanza project of US$ 2,000,000.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

On May 26, 2021, and September 28, 2022, the Company and Libero amended the letter agreement to align the schedule of payments with the amended option agreement with the underlying owners and modify the timing of exploration expenditure commitments accordingly. The amended agreement terms are outlined below:

	Assumed payments due	Cash payments to	Exploration
Due Date	under underlying option agreement	Latin Metals	expenditures
	(US $)	(US $)	(US $)
June 14, 2021	220,000(received)	-	-
December 15, 2021	-	250,000(received)	-
December 10, 2022	200,000(received)	-	-
June 20, 2023	250,000 (received)	-	-
December 6, 2023	350,000	250,000	1,000,000
June 6, 2024	433,000	-	-
December 6, 2024	450,000	-	1,000,000
Total	$ 1,903,000	$ 500,000	$ 2,000,000

Upon the exercise of the option, Libero and the Company will be deemed to have formed a joint venture for the continued exploration and development of the Project, in respect of which the initial participating interests of the parties shall be Libero as to 70%, and Latin Metals as to 30%.

On December 21, 2023, the Company announced that it had issued a Notice of Default and Termination to Libero and terminated the earn-in agreement due to Libero’s failure to make a payment in the amount of US$ 350,000 on or before December 6, 2023.

Mina Angela Property NSR Royalty, Argentina

The Mina Angela property is in Chubut province in southern Argentina. The property was explored by several companies between 1951 and 1978 and production commenced in 1978. The underground mine was operated by Cerro Castillo SA until 1992 producing more than 150,000 ounces of gold. The mineralized system remains open at depth. Government records from 1983 until the mine closed in 1992 show mining production was 1.04 million tonnes for this period with average grades of: 4.0 g/t gold; 48.4 g/t silver; 2.0% lead; 0.4% copper; 4.6% zinc.

In April 2004, the Company entered into an acquisition agreement, pursuant to which and in consideration of aggregate cash payments to the vendor of US$ 400,000, the Company acquired a 100% interest in 44 mineral concessions, known as Mina Angela, in Chubut Province, Argentina, subject to a 1% net smelter return royalty (“NSR Royalty”) to the vendor.

On September 12, 2020, the Company signed an option agreement with Patagonia Gold Corp. (“Patagonia”) under the terms of which Patagonia was granted an irrevocable option to acquire a 100% interest in the Mina Angela property. On March 12, 2021, the Company received an option exercise notice from Patagonia. As of the date of this MD&A, the Company received in aggregate US$ 590,000 from Patagonia, pursuant to the option agreement for Mina Angela. A final payment of US$ 500,000 is due to be paid within thirty days of verification that the legal restrictions preventing development of mining activity in the Chubut Province and at the Mina Angela property have been lifted.

Latin Metals is entitled to receive a 1.25% NSR Royalty on any future production from the property, half of which royalty can be repurchased by Patagonia from Latin Metals at any time for cash consideration of US$ 1,000,000.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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El Quemado Property NSR Royalty, Argentina

The project area is in Salta Province, approximately 80 km west of the city of Salta and consists of 7,959 hectares in 19 claims. The El Quemado pegmatite is part of the El Quemado pegmatite field, at the northern end of the Pampean pegmatite province. Several known pegmatite occurrences are located within the property, some of which have seen historical exploitation for niobium, tantalum, and bismuth.

The Company entered into an option agreement with an arm’s length individual in June 2016 to acquire 100% interest in El Quemado property. In September 2018, the Company exercised the option following the issuance of 357,500 shares, earning a 100% interest, subject to a 2% NSR Royalty. During the year ended October 31, 2022, the Company and the vendor agreed to extinguish the 2% NSR Royalty for a cash payment of 1,500,000 Argentinian pesos ($16,207) made by the Company to the vendor.

On March 3, 2023, the Company announced sale of a 100% interest in the El Quemado project to South American Lithium Ltd. (“SALi”) for total consideration of $400,000 in cash (received) and 1,000,000 units(received) in the capital of SALi. Each unit consists of 1,000,000 common shares issued at a deemed price of $0.50, and 1,000,000 share purchase warrants exercisable at $1.00 for a period of 5 years.

Latin Metals retain a 2% NSR Royalty on the project. One half of the 2% NSR Royalty can be purchased at any time prior to production by SAL from the Company for US$3,000,000 cash.

Mirador, Solario, Ventana and Terraza Properties, Argentina

During the year ended October 31, 2023, and to date, the Company acquired Mirador, Solario and Ventana properties in Salta Province and the Terraza property in Juyay Province. The Mirador property consists of approximately up to 99,000 hectares acquired by staking. The approximately 170,000-hectare Solario property and the approximately 176,000-hectare Ventana property were each acquired for cash payments $1 million Argentina pesos under the terms of two sale and purchase agreements. Finally, the approximately 68,000-hectare Terraza project was acquired by staking.

The properties are grass roots exploration properties, which are prospective for sediment-hosted copper mineralization. Initial reconnaissance at Mirador has identified outcropping mineralization at several locations within the property and with one sample grading 2.4% copper and 628ppm vanadium. Planned work includes extensive stream sediment sampling to geochemically screen the four properties in their entirety.

Lacsha Property, Peru

The Company acquired the Lacsha copper property, located in the Peruvian Coastal Copper Belt, by staking. The Project is located approximately 110 km by road from Lima, 40 km from the coast, and is accessible yearround by paved road. The 4,000-hectare Lacsha project was selected for staking based on the results of historical multi-element geochemistry and anomalies that extend over an area measuring 5.0 km x 2.5 km. The claims lie immediately south and contiguous with a large block hosting Newmont Corporation’s Sumacwayra coppermolybdenum discovery.

The Company has completed extensive surface exploration including surface geochemical sampling through stream sediment sampling, talus fine sampling, continuous rock chip sampling, a ground magnetic survey of the property, and an extensive induced polarization survey.

Surface lithology, structure and geochemistry together with new geophysical data at Lacsha are consistent with porphyry-related sulphide mineralization and strengthen a series of compelling drill targets. The ground

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

For the year ended October 31, 2023 ___________

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magnetic survey identified several zones with highly magnetic response, which are interpreted to be associated with magnetite mineralization within a central porphyry potassic alteration. The IP survey defined extensive areas of high chargeability (>20 mv/v), which is a signature often associated with sulphide mineralization. The cores of these anomalies reach 25 mv/v at depths of approximately 100m from surface and potentially reflect copper sulphide mineralization. Areas of high resistivity (>2,000 ohm*m) are consistent with silicification (overlying a vertically zoned porphyry system).

Integration of surface geochemistry with geophysics further supports drill targets. Copper (>300ppm, up to 1590ppm) and molybdenum (>10ppm, up to 85ppm) anomalies (talus samples) are centered over the interpreted porphyry system where a copper rich core may be present. Zinc and lead depleted above the target (proximally), with anomalous values distally which is considered a typical geochemical zonation for upright, intact porphyry copper systems. The geochemistry dovetails with the surface geophysics where copper and molybdenum geochemical anomalies are coincident with magnetic (high) and IP chargeability (high) features increasing confidence in the drill targets.

In January 2023, the Company announced that it has secured a drill permit at the Lacsha copper project. The drill permit is an FTA (Ficha Tecnica Ambiental) consisting of permission to construct all necessary access roads and 20 drill pads, from which up to 43 drill holes may be completed to depths up to 1000m below surface.

Auquis Property, Peru

The Company acquired the Auquis copper property, located in the Peruvian Coastal Copper Belt, by staking and recently expanded the project to 3,600 hecatres. The Project is located approximately 377 km south by road from Lima, 95 km from the coast, and is accessible year-round by paved road.

Soil sampling results define high-grade anomalous copper over a 3km x 2km area. A total of 253 soil samples within this area show copper-in-soil values greater than 500 ppm (0.05%) and up to 2,300 ppm (0.23%) copper. Subsequent rock sampling of 234 rock chip samples were collected to follow up on anomalous soil samples. Rock chip sampling highlighted copper grades ranging from 22 ppm to 12.8% copper across the property. Follow-up surface rock sampling added a total of 200 additional rock samples, returning anomalous mineralization grading up to 5.8% copper and 236ppm molybdenum. A total of 434 rock samples have now been collected across the project area, defining a core area of high-grade mineralization that measures 1.5km by 1.5km. Within this core area, combined results of 265 rock sample results return grades ranging from 6ppm to 5.8% copper (average 0.10% copper) and from 0.3ppm to 236ppm molybdenum (average 4.9ppm molybdenum).

Follow up exploration resulted in the discovery of new copper porphyry (Tinto zone) and skarn (Blanco zone) mineralization at the Auquis property. Sampling at the Blanco Zone returned values of up to 9.3% zinc, 6.1% lead, 2.8% copper, 176 g/t silver and 82 ppb gold. The Company subsequently completed a ground magnetic survey resulting in the interpretation of significant anomalies adjacent to and underlying mapped zones of porphyry and skarn mineralization.

Jacha Property, Peru

The Company acquired the Jacha copper property by staking. The 100% owned property consists of 2,200 hectares and is located in the Southern Peru Copper Belt, 150 km from Cuzco, and is accessible year-round by paved and unpaved road.

The Southern Peru Copper Belt is an Eocene-Oligocene-aged belt hosting numerous productive copper-gold porphyry and skarn systems, including Las Bambas, Tintaya, Constancia, Haquira and Antapaccay. The Jacha exploration property is located centrally within the belt.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

The Jacha project has potential for porphyry and skarn copper mineralization. Historical geochemistry consists of more than 1,000 soil samples, which define copper anomalies over two areas of approximately 3.0 km by 1.5 km and 2 km by 0.5 km. Soil values within the anomalous area range from 2 ppm to 446 ppm copper and up to 46 ppm molybdenum. The geochemical anomaly is open to the north and south.

In October, 2023, the Company signed an agreement with the community located in Paruro, Cusco region, which cleared that path for exploration to begin at the Jacha project. The Company has commenced Phase I soil and rock chip sampling program covering 1,000 hectares of the project.

Tillo Property, Peru

The 2,000-hectare Tillo project is lovated in Peru’s Coastal Copper Belt. Latin Metals’ work has begun with the geochemical sampling of soils and talus fines for 253 geochemical samples. Several anomalous samples have been delineated, including the largest zone, which measures approximately 2,500m x 1,000m in area. Within this zone, copper values range from 250 ppm to a peak of 1,050 ppm copper, with supporting molybdenum mineralization. A suite of three rock samples were collected returning copper grades ranging from 0.19% to 1.36%, with associated molybdenum mineralization ranging from 5ppm to 94ppm. Rock sampling of the main 2,500m x 1,000m anomaly returned positive results with rock 24 samples from 140 collected grading greater than 0.2% copper, with a maximum grade of 5.9% copper and 421 ppm molybdenum.

Para Property, Peru

The 1,900-hectare Tillo project is located in Peru’s Coastal Copper Belt. The Company has discovered zones of high-grade copper mineralization with initial work focusing on geochemical sampling of talus fines for a total of 56 geochemical samples. The results of talus sampling have been very positive with anomalous copper analysis ranges from 251 ppm to a peak of 1,505 ppm copper, with supporting molybdenum mineralization up to 46 ppm. The geochemical anomalies are open to the northwest, and as a result, Latin Metals has staked an additional 1,300 hectares for a new total of 1,900 hectares.

Qualified Person and Quality Control/Quality Assurance

Keith Henderson, PGeo., is the Company’s qualified person as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis for the mineral property disclosure in this MD&A and has approved the disclosure herein. Mr. Henderson is not independent of the Company, as he is an employee and a shareholder of the Company.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Exploration and evaluation assets continuity

	ARGENTINA	PERU	TOTAL

Balance, October 31, 2021 Acquisition costs Shares issued for finder’s fees, fair value Option proceeds Claim maintenance and legal fees	$ 4,536,533 52,738 (922,743) 242,995	$ 443,220 - - 26,073	$ 4,979,753 52,738 (922,743) 269,068
Total acquisition costs (proceeds) for the year Exploration costs Community relations Field expenses, incl. support contractors Geological consulting Geochemical Geophysical	(627,010) - - 8,937 - -	26,073 40,651 158,608 270,442 40,111 62,883	(600,937) 40,651 158,608 279,379 40,111 62,883
Total exploration costs for the year Recovery Impairment	8,937 265,837 (320,971)	572,695 - -	581,632 265,837 (320,971)
Balance, October 31, 2022 Acquisition costs Shares issued for option payment, fair value Shares issued for finder’s fees, fair value Option payments Option proceeds Sale proceeds Claim maintenance and legal fees	$ 3,863,326 181,785 96,039 634,419 (987,090) (900,000) 192,937	$ 1,041,988 - - - - 28,331	$ 4,905,314 181,785 96,039 634,419 (987,090) (900,000) 221,268
Total acquisition costs(proceeds) for the period Exploration costs Community relations Field expenses, incl. support contractors Geological & geophysical Geochemical Geophysical Salaries Share-based compensation IVA non-refundable	(781,910) - - - - - - - -	28,331 29,872 118,544 95,695 17,215 139,043 42,400 49,463 28,199	(753,579) 29,872 118,544 95,695 17,215 139,043 42,400 49,463 28,199
Total exploration costs for the period	-	520,431	520,431
Recovery Impairment	457,530 -	- (32,014)	457,530 (32,014)
Balance, October 31, 2023	$ 3,538,946	$ 1,1,558,736	$ 5,097,682

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

For the year ended October 31, 2023 ___________

ARGENTINIAN EXPLORATION PROPERTIES	Salta properties	Tres Cerros	Esperanza	El Quemado	Mirador	Solario	Ventana	TOTAL Argentina
Balance, October 31, 2021 Acquisition costs Shares issued for finder’s fees, fair value Option proceeds Claim maintenance andlegal fees	$ 36,309 - (345,510) 43,364	$ 602,996 - (191,205) 155,431	$ 3,296,305 52,738 (317,850) 11,460	$ 600,923 - (68,178) 32,740	$ - - - -	$ - - - -	$ - - - -	$ 4,536,533 52,738 (922,743) 242,995
Total acquisition costs (recoveries) for the year Exploration costs Geologicalconsulting	(302,146) -	(35,774) 8,937	(253,652) -	(35,438) -	- -	- -	- -	(627,010) 8,937
Total exploration costs for the year Recovery Impairment	- 265,837 -	8,937 - (320,971)	- - -	- - -	- - -	- - -	- - -	8,937 265,837 (320,971)
Balance, October 31, 2022 Acquisition costs Shares issued for option pmnt, fair value Shares issued for finder’s fees, fair value Option payments and claims staking Option proceeds Sale proceeds Claim maintenance andlegal fees	$ - - - - (133,750) - -	$ 255,188 181,785 - - (249,650) - 16,127	$ 3,042,653 - 96,039 603,967 (603,690) - 16,381	$ 565,485 - - - - (900,000) 10,735	$ - - - 19,270 - - 125,643	$ - - - 5,591 - - 12,107	$ - - - 5,591 - - 11,944	$ 3,863,326 181,785 96,039 634,419 (987,090) (900,000) 192,937
Total acquisition costs for the period Recovery	(133,750) 133,750	(51,738) -	112,697 -	(889,265) 323,780	144,913 -	17,698 -	17,535 -	(781,910) 457,530
Balance, October 31, 2023	$ -	$ 203,450	$ 3,155,350	$ -	$ 144,913	$ 17,698	$ 17,535	$ 3,538,946

PERUVIAN EXPLORATION PROPERTIES	Lacsha	Auquis	Jacha	Yanba	Para	Tilo	Loli	Total Peru

Balance, October 31, 2021 Acquisition costs Claim maintenance and legal fees Exploration costs Community relations Field expenses Geological consulting Geochemical Geophysical	$ 286,120 7,547 38,631 110,059 173,086 21,038 62,883	$ 75,184 13,585 2,020 43,372 84,895 19,073 -	$ 46,027 - - 3,892 5,647 - -	$ 15,996 - - 1,214 402 - -	$ 7,686 4,941 - - - - -	$ 8,082 - - 80 6,412 - -	$ 4,125 - - - - - -	$ 443,220 26,073 40,651 158,608 270,442 40,111 62,883
Totalexplorationcostsforthe year	405,688	149,360	9,539	1,616	-	6,492	-	572,695
Balance, October 31, 2022 Claim maintenance and legal fees Exploration costs Community relations Field expenses, incl.support contractors Geological Geochemical Geophysical Salaries Share-based compensation IVA non-refundable	$ 699,355 7,742 15,383 37,282 26,644 - - - 24,732 -	$ 238,129 2,493 7,018 41,955 20,396 426 88,669 7,554 24,731 16,078	$ 55,566 - 4,113 6,668 4,312 - 664 8,727 - 120	$ 17,612 811 296 50 13,245 - - - - -	$ 12,627 5,391 764 20,379 10,895 4,362 16,045 8,518 - 3,683	$ 14,574 7,929 2,298 12,210 18,229 12,427 33,665 8,518 - 8,318	$ 4,125 3,965 - - 1,974 - - 9,083 - -	$ 1,041,988 28,331 29,872 118,544 95,695 17,217 139,043 42,400 49,463 28,199
Total exploration costs for the period Impairment	104,041 -	206,827 -	24,604 -	13,591 (32,014)	64,646 -	95,665 -	11,057 -	520,431 (32,014)
Balance, October 31, 2023	$ 811,138	$ 447,449	$ 80,170	$ -	$ 82,664	$ 118,168	$ 19,147	$ 1,558,736

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023

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SELECTED ANNUAL INFORMATION

The following table sets forth selected annual financial information for the fiscal years ended October 31, 2023, 2022 and 2021. The following selected financial information has been derived from the audited financial statements and accompanying notes, prepared in accordance with IFRS, unless otherwise noted, and should be read in conjunction with the Company’s audited financial statements.

	October 31,	October 31,	October 31,
Financial Year Ended	2023	2022	2021
Loss and comprehensive loss for the year	$ (1,075,404)	$ (1,077,339)	$ (462,684)
Loss per share, basic and fully diluted	(0.02)	(0.02)	(0.01)
Recovery of exploration and evaluation assets	457,530	265,837	271,086
Exploration and evaluation assets	5,097,682	4,905,314	4,979,753
Total assets	6,562,102	6,242,898	5,918,539
Total non-current financial liabilities	33,254	55,324	-
Working capital (deficit)	(331,685)	1,002,053	780,698
Net loss per share	(0.02)	(0.02)	(0.01)

Loss and comprehensive loss fluctuations over the three years were driven mainly by write-off of exploration and evaluation assets in 2023 of $32,014 (2022 - $320,971, 2021 - $nil), fluctuations in stock-based compensation of $448,259 in 2023 (2022- $nil, 2021 - $53,707, foreign exchange gains of $217,392 in 2023 (2022 - $143,377, 2021 - $149,709), and recovery of exploration and evaluation assets.

SUMMARY OF QUARTERLY RESULTS

The table below sets out the quarterly results for the past eight quarters:

*Quarter endedAmounts in***	Oct 31,	Jul 31,	Apr 30,	Jan 31,	Oct 31,	Jul 31,	Apr 30,	Jan 31,
*000’s*	2023	2023	2023	2023	2022	2022	2022	2022
Income (loss) and
comprehensive income (loss)	$ (289)	$ (244)	$ 219	$ (760)	$ (322)	$ (62)	$ (514)	$ (179)
Earnings (loss) per share –
basic and diluted	(0.0)	(0.0)	0.0	(0.01)	(0.01)	(0.00)	(0.01)	(0.00)
Exploration and evaluation
assets	5,098	4,890	4,648	5,192	4,905	4,850	4,688	4,993
Total assets	6,562	6,220	6,393	5,955	6,243	5,248	5,266	5,936
Working capital (deficit)	(332)	112	634	517	1,002	210	433	641

During the quarter ended April 30, 2022, the Company recorded an impairment charge of $315,804 upon termination of the option agreements for two groups of properties, as disclosed under the section Tres Cerros Properties, Argentina above.

During the quarter ended July 31, 2022, the Company recorded a recovery of exploration and evaluation assets of $246,302 ( Salta Properties, Argentina ). In addition, the Company recorded a foreign exchange gain of $76,790, which was predominantly attributable to the Company’s operations in Argentina.

During the quarter ended January 31, 2023, the Company recorded a share-based compensation expense of $448,259, pursuant to the issuance of 5,030,000 stock options.

(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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During the quarter ended April 30, 2023, the Company recorded a recovery on exploration and evaluation assets of $653,380 in connection with the sale of El Quemado property.

During the quarter ended July 31, 2023, the Company recorded a recovery on exploration and evaluation assets of $133,750 in connection with the Salta projects earn-in agreement with AngloGold.

The variation seen over such quarters is primarily dependent upon the success of the Company’s ongoing property evaluation program and the timing and results of the Company’s exploration activities on its then current properties, none of which are possible to predict with any accuracy. There are no general trends regarding the Company’s quarterly results, and the Company’s business of mineral exploration is not seasonal, except to the extent that exploration works on certain properties may be restricted to certain portions of the year if prevailing weather conditions make such work prohibitively expensive or practically impossible to complete at other times. Quarterly results can vary significantly depending on whether the Company has granted any stock options, paid any employee bonuses and these are factors that account for material variations in the Company’s quarterly net losses, none of which are predictable. General operating costs other than the specific items noted above tend to be quite similar from period to period. The variation in income is related solely to the interest earned on funds held by the Company, which is dependent upon the success of the Company in raising the required financing for its activities which will vary with overall market conditions and is therefore difficult to predict.

FINANCIAL RESULTS FROM OPERATIONS

As with most junior mineral exploration companies, financial results of operations are not the main factor in establishing the financial health of the Company. Of far greater significance are the mineral properties in which the Company has, or may earn, an interest, its working capital and how many shares it has outstanding. Quarterly results can vary significantly depending on whether the Company has abandoned any properties, received option payments for a property in excess of the costs incurred, or granted any stock options.

Year ended October 31, 2023 (“2023”) compared to the year ended October 31, 2022 (“2022”)

During 2023 the Company incurred a net loss of $1,075,404 or loss per share of $0.02 compared to a net loss of $1,077,339 or loss per share of $0.02 for 2022. The decrease in net loss of $1,935 was driven by an increase in recovery of exploration and evaluation assets in 2023 by $191,693, an increase in gain in fair value remeasurement of investments by $311,526, an increase in foreign exchange gain by $74,015, and a decrease in impairment of exploration and evaluation assets by $288,957. These favorable variances were offset by an increase in share base compensation expense in 2023 by $448,259 and an overall increase in general and administrative expenditures.

Significant variances are discussed below:

Share-based compensation of $448,259 was recognized in 2023 due to 5,030,000 stock options fairvalued at $0.10 per option were granted and vested during the year. Share-based compensation expense allocated to exploration and evaluation assets in 2023 was $49,463. Share-based compensation in 2022 was $nil as no stock options were granted or vested during the period.
Consulting fees increased to $499,427 in 2023 compared to $315,016 in 2022, an increase of $184,411 driven by an increase in the need of consulting services for the Company’s operations in Argentina, as well as an increase in consulting fees in respect to corporate development and corporate communications.
Investor relations and promotions increased to $232,195 in 2023 compared to $206,521 in 2022, an increase of $25,676 due to the Company’s participation in larger number of investment conferences in 2023.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Travel expenses increased to $85,846 in 2023 from $44,766 in 2022, an increase of $41,080 driven by the increased participation of the Company’s representatives in investors conferences.
Professional fees were $175,476 in 2023 compared to $151,159 in 2022, an increase of $24,217, due to an increased need of corporate matters legal services.
Office and general expenses increased to $124,743 2023 from $91,632 in 2022, an increase of $33,111 mainly driven by office rent increases commensurate with the increase in the Company’s activities compared to the same period of the previous year.
Depreciation expense increased to $38,417 in 2023 from $8,648 in 2022, an increase of $29,769, mainly due to depreciation of right of use asset - office lease, which commenced in August 2022.
Salaries, directors’ fees, and benefits increased to $251,767 in 2023 from $216,026 in 2022, an increase of $35,741 commensurate with the increase in the Company’s activities.

Quarter ended October 31, 2023 (“Q4 2023”) compared to the quarter ended October 31, 2022 (“Q4 2022”)

For the quarter ended October 31, 2023, the Company recorded a net loss of $289,288 ($0.00 per share), compared to a net loss of $322,470 ($0.01 per share) for the quarter ended October 31, 2022, a decrease of $33,182. The decrease in net loss was mainly driven by a decrease in investor relations and promotions (by $31,722), professional fees (by $22,430), consulting fees (by $7,977), and travel expenses (by $3,075) and an increase in foreign exchange gain (by $105,546).

During the quarter ended October 31, 2023, the Company made an adjustment to the recovery of exploration and evaluation assets by decreasing the recovery by $330,779 and increasing with the same amount fair value remeasurement of investments gain to reflect the subsequent fair value remeasurement of the warrants issued to the Company on sale of El Quemado project to South American Lithium Corp. The adjustment did not have an impact on the financial results of the Company for Q4 2023 and previous quarters. During the quarter ended October 31, 2023, the Company recorded a loss of $19,253 on fair value remeasurement of investments, bringing the total fair value remeasurement of investments gain for the year ended October 31, 2023 to $311,526.

LIQUIDITY AND CAPITAL RESOURCES

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been predominantly financed by the sale of its equity securities by way of private placements and the subsequent exercise of share purchase warrants issued in connection with such private placements as well as loans and convertible debentures. However, the exercise of warrants and options is dependent primarily on the market price and overall market liquidity of the Company’s securities, over which the Company has no control, at or near the expiry date of such warrants and options and therefore there can be no guarantee that any existing warrants and options will be exercised.

When acquiring an interest in mineral properties through purchase or option the Company will sometimes issue common shares to the vendor or optionee of the property as partial or full consideration for the property interest to conserve its cash.

The Company expects that it will operate at a loss for the foreseeable future, and that it will require additional financings to maintain its existing level of operations and / or acquire and explore mineral resource properties in its portfolio during and beyond 2024.

On October 31, 2022, the Company closed its previously announced non-brokered private placement for aggregate gross proceeds of $1,227,612 through the issuance of 12,276,117 units at a subscription price of $0.10

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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per unit. Each unit consists of one common share in the capital of the Company and one common share purchase warrant, with each warrant entitling the holder to purchase one common share at a price of $0.20 per share until October 31, 2025. In connection with the October 2022 private placement, the Company incurred share issuance costs in the amount of $37,087, of which $1,750 for cash commission and $35,337 for legal and regulatory fees.

On September 27, 2023, the Company secured loans in the gross amount of $600,000, of which $400,000 are loans from related parties. The loans have a one-year term and bear interest at the rate of 10% per annum, compounded annually. The Company agreed to issue 6,000,000 bonus common-share purchase warrants to the lenders each of which warrants will entitle the holder to purchase one common share of the Company for a period of one year at an exercise price of $0.10 per share.

As of October 31, 2023, the Company’s cash on hand was $333,624 compared to $1,136,196 as of October 31, 2022. The Company had a working capital deficit of $331,685 as of October 31, 2023 compared to working capital of $1,002,053 as of October 31, 2022.

Net cash flows for the years ended October 31, 2023 and 2022 were as follows:

Net cash flow	Year	ended October 31,
	2023	2022
Operating activities	$ (1,403,219)	$ (964,970)
Investing activities	61,966	61,444
Financing activities	538,681	1,185,525
Change in cash for the period	(802,572)	277,999
Cash, beginning of the period	1,136,196	858,197
Cash, end of the period	$ 333,624	$ 1,136,196

Net cash flow from investing activities in the year ended October 31, 2023, includes cash spent on exploration and evaluation assets of $1,258,897 (October 31, 2022 - $861,299), and cash proceeds from mineral properties option agreements and sale of mineral property interest of $987,090 and $400,000 respectively (October 31, 2022 - $922,743 and $nil).

On February 6, 2024, the Company closed its previously announced non-brokered private placements of 10,000,000 units at $0.07 per unit for gross proceeds of $700,000. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share at a price of $0.15 per share until February 6, 2026.

The Company currently has no further funding commitments or arrangements for additional financing now (other than the potential exercise of options and warrants) and there is no assurance that the Company will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty whether the Company will be able to secure any additional financing in the current equity markets. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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Use of proceeds

The Company completed a $1.3 million private placement in October 2021 and a $1.23 million private placement in October 2022. The total net proceeds from these private placements were intended to fund option payments for, and ongoing work at the Company’s exploration projects and for general working capital. Since the closing of the October 2021 and October 2022 private placements to October 31, 2023, the Company has used the net proceeds therefrom (approximately $2.4 million) on the acquisition of equipment (approximately $0.1 million), option payments and claim maintenance (approximately $1 million), exploration work (approximately $1.3 million), loans repayment ($0.2 million), and general working capital, including recoveries from partners, property option proceeds and 2023 loan proceeds (additional working capital of approximately $0.5 million).

OFF–BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements to which the Company is committed.

RELATED PARTY TRANSACTIONS

All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing, and have no specific terms of settlement, unless otherwise noted.

Key management personnel compensation

The Company’s key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Company’s key management personnel comprises officers and directors of the Company. Key management personnel compensation is as follows:

		2023		2022
Directors’ fees, salaries and benefits	$	233,750	$	189,033
Consulting fees1		92,680		72,200
Share-based compensation		336,476		-
	$	662,906	$	261,233

1 Fees paid to a corporation for personnel that is acting as key management of the Company.

As at October 31, 2023 the Company had amounts payable to key management personnel of $41,706 included in accounts payable and accrued liabilities (October 31, 2022 - $28,947).

No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three and nine months ended October 31, 2023 and 2022.

Loans from related parties

During the year ended October 31, 2023, the Company secured short-term loans in the amount of $75,000 from the CEO and $325,000 from two directors of the Company, totaling $400,000, as part of the total short-term loans amount of $600,000 as disclosed in the Liquidity and capital resource section above. The Loans have a one-year term and bear interest at the rate of 10% per annum compounded annually, payable on the maturity date. In connection with the Loans, the Company issued 4,000,000 common share purchase warrants in aggregate to the related parties. Each warrant entitles the holder to purchase one common share of the Company for a period of one year at an exercise price of $0.10 per share.

As at October 31, 2023, the Company accrued interest of $7,097 payable to related parties in respect of the Loans (October 31, 2022 - $nil), included in accounts payable and accrued liabilities.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Office lease agreement

Effective August 1, 2022, the Company entered into an office sub-lease agreement with a term of three years, with Velocity Minerals Ltd. (“Velocity”). The Company and Velocity share a common officer and director. Prior to this agreement, the Company reimbursed Velocity for office rent on a month-to-month basis with no fixed term commitment.

		2023		2022
Rent	$	47,790	$	27,000

As at October 31, 2023 the Company had amounts payable to Velocity of $8,342 included in accounts payable (October 31, 2022 - $nil).

Subsequent to October 31, 2023, Velocity, as a head leasee, sublet the office to a third party, effective February 1, 2024. The Company and Velocity reached an agreement to terminate the office sub-lease agreement between the Company and Velocity effective February 1, 2024, without any penalties for the Company.

PROPOSED TRANSACTIONS

As at the date of this MD&A there are no proposed transactions.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of recoveries and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Areas requiring a significant degree of estimation and judgment relate to the recoverability of the carrying value of exploration and evaluation assets, determining whether an acquisition is a business combination or an assets acquisition, fair value measurements of financial instruments and share-based compensation and other equitybased payments, the recognition and valuation of provisions for restoration and environmental liabilities, lease liabilities, and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

As at October 31, 2023, the Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, lease liabilities, and short-term loans. The fair values of accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity. Lease liability and short-terms loans are measured at amortized cost. The Company’s cash and cash equivalents, which is classified under level 1 of the fair value hierarchy, is measured at fair value

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

using quoted market price at period end. The Company’s investments in common shares and warrants of South American Lithium Corp. have been fair valued using Level 3 inputs of the fair value hierarchy.

Financial risk management

The Company is exposed in varying degrees to a variety of financial instrument related risks, including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk. Details of the primary risks that the Company is exposed to are laid out in the notes to the Company’s audited annual consolidated financial statements for the years ended October 31, 2023 and 2022. Management has determined that these risks, individually and in aggregate, are immaterial to the Company.

MATERIAL PROCEEDINGS

The Company is not a party to any material proceedings. The Company continually evaluates new opportunities, including new properties by staking, acquisition, or joint venture.

OUTSTANDING SHARE DATA

	February 26, 2024	October 31, 2023
Common shares issued and outstanding	81,476,251	71,476,251
Options outstanding	5,985,000	6,135,000
Warrants outstanding	23,528,116	18,276,117
Fully diluted	110,989,367	94,390,701

DISCLOSURE CONTROLS AND PROCEDURES

As defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, disclosure controls and procedures require that controls and other procedures be designed to provide reasonable assurance that material information required to be disclosed is duly gathered and reported to senior management in order to permit timely decisions and timely and accurate public disclosure. Management is responsible for the establishment and maintenance of a system of internal control over financial reporting. This system has been designed to provide reasonable assurance that assets are safeguarded and that the financial reporting is accurate and reliable. The condensed interim consolidated financial statements as at and for the year ended October 31, 2023 have been prepared by management in accordance with IFRS and in accordance with accounting policies set out in the notes to the annual audited consolidated financial statements. Management of the Company have evaluated the design of the Company’s disclosure controls and procedures and the design of internal controls over financial reporting as required by Canadian securities laws and have concluded that such procedures are adequate to ensure accurate and complete disclosures in public filings.

There are inherent limitations in all control systems and no disclosure controls and procedures can provide complete assurance that no future errors or fraud will occur. An economically feasible control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

As a Venture Issuer, the Company is not required to certify the design and evaluation of the issuer’s disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”). In addition, there are inherent limitations on the ability of management to design and implement on a cost-effective basis DC&P and ICFR for the Company, which may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports required under securities legislation.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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RISK AND UNCERTAINTIES

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties. Due to the nature of the Company’s proposed business and the present stage of exploration of its mineral properties the following risk factors, among others, will apply:

Acquisition of Mineral Claims under Agreements: The agreements pursuant to which the Company has the right to acquire or maintain interests in a number of its properties provide that the Company must make a series of cash payments and/or share issuances over certain time periods, expend certain minimum amounts on the exploration of the properties or contribute its share of ongoing expenditures. Failure by the Company to make such payments, issue such shares or make such expenditures in a timely fashion may result in the Company losing its interest in such properties. There can be no assurance that the Company will have, or be able to obtain, the necessary financial resources to be able to maintain all of its property agreements in good standing, or to be able to comply with all of its obligations thereunder, with the result that the Company could forfeit its interest in one or more of its mineral properties.

Capital Controls: The Company has operations in Argentina. Effective December 2019 changes to Argentina’s tax law allowed the Argentine Central Bank to regulate funds coming into and flowing out of Argentina in order to maintain stability and support the economic recovery of the country. The Argentine Government has not set an expiry date for these restrictions, and they remain in place. Changes to capital controls have the potential to affect short-term liquidly and how exploration operations are funded.

Dependence Upon Others and Key Personnel: The success of the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce resources from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Company’s operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel and consultants is particularly intense in the current marketplace.

Dilution to the Company’s Existing Shareholders: The Company will require additional equity financing be raised in the future. The Company may issue securities on less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.

Environmental Matters: Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund. The Company’s right to exploit any resource property is and will continue to be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

Exploration and Mining Risks: Fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.

In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.

Financing Risks: The Company has limited financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Fluctuation of Commodity Prices: Even if commercial quantities of resource deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the product produced. Factors beyond the control of the Company may affect the marketability of any substances discovered. Commodity prices have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved exploration and production methods. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

Foreign Operations: The Company’s operations consist of the acquisition, exploration, development, and investment in mineral resource properties. The majority of the Company’s operations and business are outside of Canada, and as such, the Company’s operations are exposed to various political and other risks and uncertainties. The Company conducts its operations through foreign subsidiaries and substantially all its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between or among Latin Metals and such entities could restrict or impact the Company’s ability to fund its operations. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s business, financial condition, and results of operations.

General Economic Conditions: Many industries, including the gold and base metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability. Specifically:

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023 ___________

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the global credit/liquidity crisis could impact the cost and availability of financing and the Company’s
overall liquidity;
the volatility of commodity prices may impact the Company’s future revenues, profits and cash flow;
• volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
the devaluation and volatility of global stock markets impacts the valuation of the Company’s shares, which
may impact the Company’s ability to raise funds through the issuance of shares.

Government Regulation: Any exploration, development or production operations carried on by the Company will be subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, resource taxes and labour standards. In addition, the profitability of any commodity is affected by the market for those commodities which are influenced by many factors including changing production costs, the supply and demand, and the rate of inflation, the inventory of commodity producing corporations, the political environment and changes in international investment patterns.

Increased Costs: Management anticipates that costs at the Company’s projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. In addition, exploration program costs are affected by the price of commodities such as fuel, rubber and electricity and the availability (or otherwise) of consultants and drilling contractors. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on the Company’s operating funds and ability to continue its planned exploration programs.

Insufficient Financial Resources: The Company does not presently have sufficient financial resources to undertake by itself the exploration and development of all of its significant exploration and development programs. The development of the Company’s properties will therefore depend upon the Company’s ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties. In particular, failure by the Company to raise the funding necessary to maintain in good standing the various option agreements it has entered into could result in the loss of the rights of the Company to such properties.

No Assurance of Profitability: The Company has no history of earnings and due to the nature of its business there can be no assurance that the Company will ever be profitable. The Company has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or, possibly, from the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether a commercial deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.

Permits and Licenses: The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.

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(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

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For the year ended October 31, 2023 ___________

Price Fluctuations and Share Price Volatility: In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.

Resource Industry is Intensely Competitive: The Company’s business is the acquisition, exploration and development of resource properties. The resource industry is intensely competitive, and the Company will compete with other companies that have far greater resources.

Resource Exploration and Development is Generally a Speculative Business : Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting both from the failure to discover mineral deposits and from finding mineral deposits which, though present, are insufficient in size and grade at the then prevailing market conditions to return a profit from production. The marketability of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact 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 invested capital.

Surface Rights and Access: Although the Company acquires the rights to some or all of the resources in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its resource tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry on exploration activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction.

Title: Although the Company has taken steps to verify the title to the resource properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to resource properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples.

Uninsured or Uninsurable Risks: The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

U.S. PFIC Status: The Company may be a “passive foreign investment company” under the U.S. Internal Revenue Code, which may result in material adverse U.S. federal income tax consequences to investors in Common Shares that are U.S. taxpayers: Investors in the Company’s common shares that are U.S. taxpayers should be aware that the Company expects it will be in the current year, a “passive foreign investment company” under Section 1297(a) of the U.S. Internal Revenue Code (a “PFIC”). If the Company is or becomes a PFIC, generally any gain recognized on the sale of its common shares and any “excess distributions” (as specifically

31 | P a g e

(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

For the year ended October 31, 2023 ___________

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defined) paid on its common shares must be rate ably allocated to each day in a U.S. taxpayer’s holding period for the common shares. The amount of any such gain or excess distribution allocated to prior years of such U.S. taxpayer’s holding period for the common shares generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year, and the U.S. taxpayer may be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.

Alternatively, a U.S. taxpayer that makes a “qualified electing fund” (a “QEF”) election with respect to the Company generally will be subject to U.S. federal income tax on such U.S. taxpayer’s pro rata share of the Company’s “net capital gain” and “ordinary earnings” (as specifically defined and calculated under U.S. federal income tax rules), regardless of whether such amounts are actually distributed by the Company. U.S. taxpayers should be aware, however, that there can be no assurance that the Company will satisfy record keeping requirements under the QEF rules or that the Company will supply U.S. taxpayers with required information under the QEF rules, in event that the Company is a PFIC and a U.S. taxpayer wishes to make a QEF election. As a second alternative, a U.S. taxpayer may make a “mark-to-market election” if the Company is a PFIC and its common shares are “marketable stock” (as specifically defined). A U.S. taxpayer that makes a mark-to-market election generally will include in gross income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares as of the close of such taxable year over (b) such U.S. taxpayer’s adjusted tax basis in the common shares.

The above paragraphs contain only a summary of certain U.S. federal income tax considerations. Investors should consult their own tax advisor regarding the PFIC rules and other U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares of the Company.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning the Company’s general and administrative expenses and exploration and evaluation expenses is provided in the Company’s annual consolidated financial statement and interim consolidated financial statements, which are all available on Company’s website and its profile on SEDAR+ at www.sedarplus.com.

APPROVAL

The Board of Directors of the Company has approved the disclosures in this MD&A on February 26, 2024.

Additional information on the Company available on SEDAR+ at www.sedarplus.com and on the Company’s website www.latin-metals.com.

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Origen Resources Inc. — Management Reports 2024

47903_rns_2024-02-27_6ba9edf9-ae30-420b-b542-a375cbe88d3b.pdf

MANAGEMENT’S DISCUSSION & ANALYSIS

Corporate Registered Office

(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS For the year ended October 31, 2023

TABLE OF CONTENTS

INTRODUCTION

NATURE OF BUSINESS

HIGHLIGHTS FOR THE YEAR ENDED OCTOBER 31, 2023 AND THE PERIOD UP TO FEBRUARY 26, 2024

Corporate highlights

Exploration highlights

FORWARD-LOOKING STATEMENTS

EXPLORATION AND EVALUATION ASSETS

Salta Properties, Argentina

Option Agreement with AngloGold

Tres Cerros Properties, Argentina

Option agreement with underlying property owners

Barrick Earn-in agreement

Esperanza Property, Argentina

Esperanza option agreement with underlying vendors

Earn-in agreement with Libero Copper and Gold

Mina Angela Property NSR Royalty, Argentina

El Quemado Property NSR Royalty, Argentina

Mirador, Solario, Ventana and Terraza Properties, Argentina

Lacsha Property, Peru

Auquis Property, Peru

Jacha Property, Peru

Tillo Property, Peru

Para Property, Peru

Qualified Person and Quality Control/Quality Assurance

Exploration and evaluation assets continuity

(An Exploration Stage Company) MANAGEMENT’S DISCUSSION & ANALYSIS

SELECTED ANNUAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

FINANCIAL RESULTS FROM OPERATIONS

Year ended October 31, 2023 (“2023”) compared to the year ended October 31, 2022 (“2022”)

Quarter ended October 31, 2023 (“Q4 2023”) compared to the quarter ended October 31, 2022 (“Q4 2022”)

LIQUIDITY AND CAPITAL RESOURCES

Use of proceeds

OFF–BALANCE SHEET ARRANGEMENTS

RELATED PARTY TRANSACTIONS

Key management personnel compensation

Loans from related parties

Office lease agreement

PROPOSED TRANSACTIONS

CRITICAL ACCOUNTING ESTIMATES

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

Financial risk management

MATERIAL PROCEEDINGS

OUTSTANDING SHARE DATA

DISCLOSURE CONTROLS AND PROCEDURES

RISK AND UNCERTAINTIES

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

APPROVAL

More from Origen Resources Inc.

Origen Resources Inc. Management Reports 2024