Pacific Ridge Exploration Ltd. — Management Reports 2024

Aug 21, 2024

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(An Exploration Stage Company)

Management’s Discussion and Analysis (MD&A)

Six months ended June 30, 2024

Management’s Discussion and Analysis Six months ended June 30, 2024

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This Management’s Discussion and Analysis (“MD&A”) of Pacific Ridge Exploration Ltd. (“Pacific Ridge” or the “Company”), dated August 21, 2024 , provides an update on the Company’s business activities, financial condition, financial performance, and cash flows for the six months ended June 30, 2024, and to the date of this MD&A. The annual financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards), and the consolidated condensed interim financial statements are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”).

Unless otherwise indicated, all figures are expressed in Canadian dollars. The first, second, third and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3”, and “Q4” respectively while the six-month period ended June 30, 2024 is referred to as “YTD 2024”.

The following information should be read in conjunction with the annual audited consolidated financials statements for the year ended December 31, 2023, and the corresponding annual MD&A, and the condensed interim consolidated financial statements for the six months ended June 30, 2024 (together, the “Financial Statements”), available on the SEDAR+ website at www.sedarplus.ca.

Pacific Ridge’s shares are listed on the TSX Venture Exchange under the symbol “PEX”, on the Over-theCounter Venture Markets (OTC-QB) under symbol PEXZF, and on the Frankfurt Stock Exchange (FSE) under the symbol “PQWN”. Additional information related to Pacific Ridge is also available on the Company’s website at www.pacificridgeexploration.com or on SEDAR+ at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements that are related to the Company’s activities and future financial results. The results for the current periods are not necessarily indicative of the results for any future period. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance as the mineral exploration business is not without risk and most exploration projects will not become mines. Pacific Ridge is subject to a number of risks and uncertainties due to the nature of its business and the early stage of its exploration projects. A detailed discussion of risks is presented in the annual MD&A for the year ended December 31, 2023; please refer to it.

Pacific Ridge’s disclosure of a technical or scientific nature has been reviewed and approved by Gerald G. Carlson, Ph.D., P. Eng., Chairman of the Company, and a Qualified Person under the definition of National Instrument 43-101.

HIGHLIGHTS

• On January 3, 2024, the Company announced that it had exercised its option to acquire a 100% interest in the RDP copper-gold project.

• On January 9, 2024, Pacific Ridge announced results for the three remaining holes at Kliyul, intersecting 110.0 m of 0.97% CuEq or 1.44 g/t AuEq within 455.8 m of 0.43%CuEq or 0.63 g/t AuEq, the best mineralized interval of the 2023 drilling program.

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Management’s Discussion and Analysis Six months ended June 30, 2024

• On March 8, 2024, Antofagasta gave notice of its intention not to continue with its earn-in agreement on the Company’s RDP property.

• On March 22, 2024, Pacific Ridge closed the first tranche of a non-brokered private placement, originally announced on February 22, 2024, and on March 4, 2024. The Company issued 7,469,679 flow-through units (“FT Units”) at a price of $0.095 per FT Unit for gross proceeds of $709,620. The Company also issued 12,072,500 non-flow-through units (“NFT Units”) at a price of $0.08 per NFT Unit for gross proceeds of $965,800.

• On April 5, 2024, Pacific Ridge closed the second and final tranche of the financing by issuing 1,058,750 non-flow-through units (“NFT Units”) units at a price of $0.08 per NFT unit for gross proceeds of $84,700.

• On April 8, 2024, the Company announced the resignation of Mr. Borden Putnam III from the board of directors.

• On April 30, 2024, Pacific Ridge announced the identification of a six km long copper-gold porphyry trend at the Chuchi copper-gold project “(Chuchi”).

• On June 6, 2024, the Company announced its 2024 exploration plans which include a diamond drill program at Chuchi, a Z-Axis Tipper Electromagnetic (“ZTEM”) and magnetotellurics (“MT”) geophysical surveys at the Kliyul copper-gold project (“Kliyul”) and an induced polarization (“IP”) survey at the Redton copper-gold project (“Redton”).

• On June 10, 2024, Pacific Ridge announced that it had closed the first tranche of its non-brokered private placement raising a total of $1,683,380. The Company issued 16,250,000 flow-through units ("FT Units") at a price of $0.08 per FT Unit for gross proceeds of $1,300,000. Pacific Ridge also issued 5,476,858 non-flow-through units ("NFT Units") at a price of $0.07 per NFT Unit for gross proceeds of $383,380 in a first tranche of the non-flow-through portion of the financing.

• On June 28, 2024, the Company announced results from its Annual General and Special Meeting held on June 27, 2024: Gerald Carlson, Blaine Monaghan, Bruce Youngman, and Gary Baschuk were elected directors, PricewaterhouseCoopers LLP was re-appointed as auditor of the Company, Pacific Ridge’s rolling incentive stock option plan was approved and the Company’s amended and restated articles were adopted, subject to TSX Venture Exchange acceptance. Additionally, the Company announced the retirement of Salvador Miranda, the former CFO of Pacific Ridge, and the appointment of Harry Nijjar as the new CFO of the Company.

• On August 7, 2024, Pacific Ridge announced that it has closed the second and final tranche of its non-brokered private placement raising a total of $24,500 The Company issued 350,000 non-flowthrough units ("NFT Units") at a price of $0.07 per NFT Unit for gross proceeds of $24,500.

RESOURCE PROPERTIES

Kliyul and Redton, British Columbia

In January 2020, the Company entered into an earn-in property agreement, as amended on April 7, 2020, and on July 22, 2020, with AuRico with respect to the Kliyul and Redton. During 2023, the Company reached an agreement with AuRico to acquire a 100% interest in Kliyul and Redton by issuing 16,996,099 common shares to AuRico.

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Management’s Discussion and Analysis Six months ended June 30, 2024

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Kliyul is located 50 km southeast of the Kemess mine and 5 km from the Omineca mining road and power line, in one of the most geochemically anomalous areas for copper and gold in the Quesnel Terrane. Kliyul contains several occurrences in the BC Minfile database, including the four major target areas that extend over a 4 km strike length: Kliyul Main Zone (“KMZ”) Parrish Hill/Bap Ridge, Ginger/Ginger South and M39. Each target represents an interpreted porphyry centre.

Redton adjoins Northwest Copper Corporation’s Kwanika property along its eastern and northern boundary. Redton is road accessible and underlain by the important Hogem Batholith.

Kliyul

In 2020, the Company completed a surface geophysical survey at Kliyul designed to probe the depth-extent of the chargeability and resistivity response related to the Kliyul mineralization, and to evaluate possible vectors to mineralization for a drill test of priority Cu-Au targets.

During August and September of 2021, Pacific Ridge completed 1,544 m of diamond drilling in three holes at Kliyul. All three holes encountered porphyry-style mineralization consisting of pyrite, chalcopyrite and lesser bornite in veins and as disseminations. Logging of the drill core demonstrated a veining sequence characterized by early magnetite-chlorite alteration and veining which is cross-cut by later-stage banded quartz-magnetite veins as well as later generations of quartz+magnetite+chalcopyrite veining. The later stage veining brings in Cu-bearing chalcopyrite+bornite with quartz as well as epidote and/or anhydrite+magnetite. Early magnetite and quartz-magnetite veins are interpreted to represent the higher temperature part of the porphyry system at KMZ. The presence of bornite is also an indication of proximity to the higher temperature core of a porphyry system and may be a positive vector towards the core of KMZ. All are characteristics associated with classic porphyry copper occurrences.

Pacific Ridge’s 2021 drill program produced the longest and highest-grade intervals ever returned from Kliyul. A summary of assay results from the three holes is shown in the table below:

Table 1. 2021 Kliyul Drill Highlights.

Hole	From(m)	To(m)	Width(m)	Cu(%)	Au(g/t)	*CuEq(%) **	AuEq(g/t)**
KLI-21-036	12.0	449.0†	437.0	0.22	0.60	0.64	0.95
including	12.0	33.0	21.0	0.34	1.30	1.24	1.83
including	294.0	435.0	141.0	0.36	1.11	1.13	1.67
KLI-21-037	12.3	579.0†	566.7	0.20	0.44	0.51	0.75
including	12.3	329.0	316.7	0.30	0.70	0.79	1.17
including	243.9	268.0	24.1	1.09	2.21	2.64	3.92
KLI-21-038	9.0	516.0†	507.0	0.15	0.39	0.43	0.63
including	9.0	351.0	342.0	0.17	0.50	0.53	0.78

• CuEq = ((Cu%) x $Cu x 22.0462) + (Au(g/t) x AuR/CuR x $Au x 0.032151) + (Ag(g/t) x AgR/CuR x $Ag x 0.032151)) / ($Cu x 22.0462). **AuEq = ((Au(g/t) x $Au x 0.032151) + ((Cu%) x CuR/AuR x $Cu x 22.0462) + (Ag(g/t) x AgR/CuR x $Ag x 0.032151)) / ($Au x 0.032151). Commodity prices: $Cu = US$3.25/lb, $Au = US$1,800/oz., and Ag = US$20.00/oz. There has been no metallurgical testing on Kliyul mineralization. The Company estimates copper recoveries (CuR) of 84%, gold recoveries (AuR) of 70%, and silver recoveries (AgR) of 65% based on the average recoveries from Kemess Underground, Mount Milligan, and Red Chris.) Factors: 22.0462 = Cu% to lbs per tonne, 0.032151 = Au g/t to troy oz per tonne, and 0.032151 = Ag g/t to troy oz per tonne. † End of hole

Between late June and late September 2022, the company completed a 12-hole, 7014.7 m drill program at KMZ and adjacent targets. Highlights of the drilling are shown in the table below:

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Management’s Discussion and Analysis Six months ended June 30, 2024

Table 2. 2022 Kliyul Drill Highlights.

Hole	From(m)	From(m)	To(m)	Width(m)	Cu(%)	Au(g/t)	Ag(g/t)	CuEQ*(%)	AuEQ(g/t)**
KLI-22-039	9.3	252.0		242.7	0.15	0.17	1.05	0.28	0.41
	22.0	43.4		21.4	0.38	0.48	3.96	0.73	1.08
	192.0	229.0		37.0	0.20	0.27	0.67	0.39	0.58
KLI-22-040	23.0	550.8		527.8	0.19	0.30	1.35	0.40	0.60
	170.0	268.0		98.0	0.33	0.90	3.42	0.96	1.42
	210.0	253.0		43.0	0.50	1.11	2.72	1.27	1.88
KLI-22-041	12.0	600.0		588.0	0.12	0.39	0.90	0.39	0.58
	280.0	323.0		43.0	0.09	1.59	1.34	1.17	1.74
	337.0	398.0		61.0	0.25	1.15	1.12	1.03	1.53
KLI-22-042	9.0	702.0		693.0	0.11	0.20	0.81	0.25	0.37
	438.0	474.4		36.4	0.14	0.62	0.99	0.56	0.83
KLI-22-043	9.0	516.0		507.0	0.17	0.19	0.82	0.31	0.46
	165.0	229.0		64.0	0.31	0.47	1.82	0.64	0.95
KLI-22-044	11.6	651.0		639.4	0.11	0.23	0.84	0.27	0.40
	409.0	432.2		23.2	0.24	0.94	1.40	0.89	1.32
KLI-22-045	112.0	184.0		72.0	0.21	0.59	1.96	0.62	0.93
KLI-22-046	273.0	442.0		169.0	0.20	0.46	1.65	0.52	0.77
	371.0	430.0		59.0	0.24	0.87	2.29	0.84	1.24
KLI-22-047	No significant values
KLI-22-048a	No significant values
KLI-22-049	144.0	484.0		340.0	0.15	0.20	0.80	0.29	0.42
KLI-22-050	58.0	584.0		526.0	0.20	0.43	1.03	0.49	0.73
	254.0	308.0		54.0	0.40	1.03	2.42	1.11	1.64
	354.0	443.0		89.0	0.28	1.05	1.20	1.00	1.48

In addition to the drill program, Pacific Ridge advanced geological work on several other interpreted porphyry centres that occur along the 4 km long northwest-trending corridor of porphyries and quartzsericite-pyrite alteration. The Company completed a 27 line-km IP survey across Ginger/Ginger South, Parish Hill/Bap Ridge, and M-39, mapping and rock geochemical sampling, e areas, a high-resolution aeromagnetic survey, and a LiDAR survey.

In 2023, the Company completed 10,284 m of drilling in 19 holes. It also completed a program of drill core relogging, petrographic studies and lithogeochemical analysis of portable XRF results by porphyry consultant Brock Riedell. Geological mapping and sampling were also carried out by geological consultant Jim Logan. Two molybdenite-bearing drill core samples from 2023 were processed for rhenium-osmium (Re-Os) age dating and analyzed by R.A. Creaser. On November 14, 2023, the Company announced that it had almost doubled the size of Kliyul from approximately 52 km[2] to approximately 98 km[2] .

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Management’s Discussion and Analysis Six months ended June 30, 2024

Table 3. 2023 Kliyul Drill Highlights.

Target	Hole ID	From (m)	To (m)	Width (m)	Cu (%)	Au (g/t)	Ag (g/t)	CuEQ (%)	AuEQ (g/t)
KMZ	KLI-23-051	6.3	138	131.7	0.16	0.18	1.07	0.29	0.43
KMZ/ KMZ West	KLI-23-052	11	539.5	528.5	0.16	0.17	1.02	0.28	0.41
	includes	63	200	137	0.22	0.26	1.41	0.4	0.6
	and	403.8	467	63.2	0.23	0.21	1.53	0.39	0.57
KMZ	KLI-23-054	11.7	552	540.3	0.19	0.36	1.09	0.44	0.65
	includes	181	486.5	305.5	0.23	0.51	1.22	0.59	0.87
	includes	301.5	439	137.5	0.29	0.66	1.39	0.75	1.11
	includes	301.5	344	42.5	0.45	1.31	2.74	1.37	2.04
Ginger	KLI-23-055	196.9	216	19.1	0.01	0.34	0.65	0.24	0.36
KMZ North	KLI-23-056	485.8	523	37.2	0.14	0.19	1.07	0.27	0.41
KMZ	KLI-23-057	175.4	562.8	387.4	0.1	0.2	0.76	0.24	0.36
	includes	290	379.2	89.3	0.21	0.25	0.91	0.38	0.57
	includes	304	338	34	0.24	0.29	0.97	0.44	0.66
KMZ North	KLI-23-058	17.1	528.6	511.4	0.16	0.29	1.01	0.36	0.53
	includes	105	493.5	388.5	0.18	0.35	1.05	0.42	0.62
	includes	211	261.9	50.9	0.23	0.52	1.63	0.59	0.88
	and	390	528.6	138.6	0.14	0.53	0.84	0.51	0.75
	includes	390	493.5	103.5	0.18	0.66	0.93	0.63	0.94
	includes	439.9	492.7	52.8	0.26	1.03	1.23	0.96	1.42
Parish Hill	KLI-23-059	181.1	193	11.9	0.04	0.1	1.02	0.12	0.18
		247.1	263.7	16.7	0.06	0.02	0.65	0.08	0.12
KMZ North	KLI-23-060	152	252	100	0.16	0.26	1.38	0.35	0.51
	includes	191	252	61	0.18	0.32	1.67	0.4	0.6
	and	584	586	2	0.81	10.25	35.5	7.96	11.83
Ginger S	KLI-23-061	224	227	3	0.03	0.21	0.61	0.18	0.26
KMZ	KLI-23-062	9	563	554	0.14	0.16	0.83	0.25	0.37
	includes	13	126	113	0.22	0.36	1.65	0.48	0.71
	includes	276	440.3	164.3	0.16	0.15	0.73	0.27	0.4
KMZ East	KLI-23-063	536	543.5	7.5	0.07	0.34	0.65	0.3	0.45
KMZ North	KLI-23-064	161	166	5	0.24	0.58	1.87	0.45	0.67
		230	234.7	4.7	0.06	0.57	5.5	0.48	0.71
		501.5	507.4	5.9	0.04	0.57	1.25	0.43	0.64
KMZ West	KLI-23-065	10.7	615.2	604.6	0.14	0.18	0.53	0.27	0.4
	includes	90	201	111	0.24	0.3	0.7	0.45	0.67
	includes	576	611	35	0.09	0.76	0.75	0.6	0.9
	includes	608.4	610	1.6	0.1	13.65	5	9.32	13.85
KMZ East	KLI-23-066	161	460	299	0.17	0.14	0.6	0.27	0.39

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Management’s Discussion and Analysis Six months ended June 30, 2024

Target	Hole ID	From (m)	To (m)	Width (m)	Cu (%)	Au (g/t)	Ag (g/t)	CuEQ (%)	AuEQ (g/t)
	includes	201	317.9	116.9	0.28	0.22	0.96	0.44	0.65
	and	627	Ɨ 644.0	17	0.05	0.14	0.6	0.15	0.22
KMZ	KLI-23-067	21.4	596	574.6	0.14	0.17	1.01	0.26	0.39
	includes	107.8	417	309.2	0.18	0.2	1	0.32	0.48
	includes	139.6	197	57.4	0.22	0.26	1.22	0.41	0.6
	includes	272	330	58	0.24	0.21	1.07	0.39	0.58
KMZ West	KLI-23-068	87.2	543	455.8	0.17	0.37	0.93	0.43	0.63
	includes	243	470.3	227.3	0.2	0.62	1.18	0.63	0.93
	includes	220	330	110	0.27	1.03	1.55	0.97	1.44
	includes	256.6	326	69.4	0.33	1.53	1.89	1.37	2.03
KMZ North	KLI-23-069	85	655	570	0.14	0.18	0.99	0.27	0.4
	includes	433.4	481	47.6	0.17	0.48	0.78	0.5	0.74
	and	584	629	45	0.38	0.28	2.2	0.58	0.86

In addition to more than doubling the size of Kliyul, the 2023 program provided valuable insights into the geology and mineralization at KMZ:

• The porphyry system is not confined to the central KMZ fault block and extends into adjacent fault blocks (KMZ West, KMZ East, and KMZ North) and the amount of fault offset is minimal.

• KMZ central block is interpreted as high standing relative to other blocks but mineralization in other blocks can still come close to surface despite the block-to block fault offsets.

• The porphyry system appears to have a gentle-to-moderate component of tilt to the west. This result has been determined consistently though separate vein and dyke modelling strategies.

• Modelling of magnetic susceptibility values of 10 x 10-3 SI or higher as a proxy for the potassic core zone suggests the porphyry system plunges steeply to the north-northeast or northeast.

• The porphyry system has at least three symmetrically zoned mineralization signatures over a 1,300 m-long east-west cross section. These include:

• potassic core zone (~250 m diameter) with higher Au:Cu (> 1), lower Ag:Au (< 3) values, and continuous magnetic susceptibility values of 10 x 10-3 SI or higher;

• chlorite-sericite peripheral zone between ~250-500 m from the deposit centre with lower Au:Cu (< 1) and higher Ag:Au values (> 3) and less continuous domains of 10 x 10-3 SI magnetic susceptibility;

• distal D-vein zone (quartz-sericite-pyrite) and/or local skarn occurrences with high Ag:Au values up to 1 km from the potassic core zone.

• A source pluton for the porphyry system has yet to be definitively identified but final drilling in 2023 intersected an alternating sequence of intermediate-felsic intrusive rocks that is suggestive of a pluton top or cupola zone at depth. This is located in KMZ North near the Valley Fault/Divide Lake Fault intersection. A hydrothermal breccia with upward-transported clasts has also been identified in this area.

• Main controls on porphyry mineralization are quartz diorite porphyry dykes, which constitute a dyke field in the known porphyry system, as well as early-stage structural corridors characterized by linear and semi-continuous ductile shear zones that may or may not be later developed in throughgoing brittle faults.

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Management’s Discussion and Analysis Six months ended June 30, 2024

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• The porphyry system is currently classified as a Low-K type calc-alkalic system and has some similarities to Kemess, Red Chris, and Saddle North. However, the Company believes that the best analogue is the Far Southeast project (Gold Fields).

Plans for 2024 at Kliyul include a 600-line km ZTEM geophysical survey, which commenced in late July, designed to assess deeper targets at KMZ and to define new targets along the 4 km mineralized trend. A mineralogical test program focusing on gold and copper deportment is also planned for 2024.

Redton

In 2020, the Company completed a one-hole, 434 m drill program, which tested the Redton North target, a 550 m by 250 m magnetic and IP chargeability anomaly with coincident 500 m x 100 m Cu-Mo soil anomaly, located 2.5 km north of Northwest Copper’s Kwanika Central Zone deposit. No significant copper or gold assays were encountered in the hole.

In 2022, the Company completed a 294-sample soil geochemical survey, defining two target areas Redton East and NEX. Copper and gold anomalies are consistent with past results and are interpreted to be dispersed down-ice to the east or southeast of geophysical anomalies at East Swan and NEX target areas. No work was carried out at Redton in 2023. An IP program is planned for Redton during the 2024 field season.

RDP, British Columbia

In May 2021, the Company acquired an option on the RDP Cu-Au porphyry project in central British Columbia, approximately 40 km west of Kliyul. On January 3, 2024, Pacific Ridge announced that it had exercised its option to acquire a 100% interest in RDP. In addition, the Company will issue 300,000 shares to the vendor on completion of 5,000 m of drilling and an additional 500,000 shares upon defining a 1,000,000 ounces of gold equivalent resource in the inferred or greater category. RDP is also subject to a 2% NSR payable to the vendor, half of which can be purchased at any time for $1.5 million.

RDP is 10,300 ha in size and lies within the Stikine Terrane, which is host to numerous significant porphyry deposits in northern British Columbia, including Kemess, Red Chris, Kerr - Sulphurets and Galore Creek. Exploration at RDP since the early 1970’s has included prospecting and mapping, various geochemical surveys, ground and airborne geophysical surveys, trenching and a limited amount of drilling. This work has identified three porphyry centres: Roy, Day and Porcupine. Mineralization at Roy consists of a quartzmagnetite-chalcopyrite stringer-stockwork veining within a monzonite intrusive. Trenching in 1991 encountered 0.121% Cu and 0.55 g/t Au over 62 m within an 80 m long trench. Only a single historical drill hole has been documented at Roy in 2011, and it encountered 122.95 m of 0.11% Cu and 0.64 g/t Au. At Day, mineralization includes pyrite, magnetite, chalcopyrite, minor molybdenite, and traces of bornite as disseminations and fracture fillings in a diorite and adjacent altered volcaniclastic rocks. Historical drill highlights include 58.8 m grading 0.67% Cu and 0.93 g/t Au (D-74-13) and 57 m of 0.54% Cu and 0.75 g/t Au (C-92-13). Porcupine had been explored as a stratabound, massive sulphide target, but recent interpretation of the alteration and soil geochemistry suggests the potential for porphyry style mineralization.

During 2021, the Company completed a mapping and sampling program at RDP, focusing on Roy and Day.

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Management’s Discussion and Analysis Six months ended June 30, 2024

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In February 2022, the Company signed an earn-in agreement with Antofagasta Minerals S.A. (“Antofagasta”), a wholly owned subsidiary of Antofagasta PLC on RDP. The Agreement granted Antofagasta the option to acquire a 75% interest in RDP by making payments of $1,350,000, plus a success payment of $800,000 upon exercise of the option, by spending $10,000,000 on exploration over eight years, and delivering a NI 43-101 compliant preliminary economic assessment report. In the first quarter of 2024, Antofagasta terminated the option.

During the 2022 field season, the Company completed a drilling program comprising six holes totaling 1,861 m. Holes RDP22-001 to 005 were drilled at different orientations from a single drill pad at Day and RDP22-006 was drilled at Roy. Highlight results are shown in the table below:

Table 4. 2022 RDP Drill Highlights.

Hole No	From(m)	To(m)	Width(m)	Cu(%)	Au(g/t)	Ag(g/t)	CuEQ(%)	AuEQ(g/t)
RDP22-001	9.5	61.0	51.5	0.51	0.65	2.59	0.97	1.44
RDP22-002	16.0	42.5	26.5	0.50	0.69	4.84	1.00	1.48
RDP22-003	13.1	72.5	59.4	0.78	1.20	2.99	1.61	2.39
RDP22-004	15.3	58.0	42.7	0.43	0.70	1.69	0.92	1.36
RDP22-005	15.8	513.0	497.2	0.37	0.40	1.60	0.66	0.97
	15.8	39.0	23.2	1.02	1.84	4.09	2.29	3.40
	15.8	123.0	107.2	0.63	1.10	2.91	1.39	2.06
	4.0	379.0	375.0	0.04	0.19	0.23	0.17	0.25
RDP22-006	4.0	30.1	26.1	0.12	0.54	0.50	0.49	0.72

The 2023 diamond drilling program at RDP totaled 1,428 metres in three drill holes. Two drill holes were completed at Day. These were large step-outs over 300 m to the northeast and northwest from the collar location for RDP-22-005. In addition, a single diamond drill hole tested Bird, located approximately 2.0 km north of Day, where Pacific Ridge discovered porphyry copper-gold mineralization in a stream cutbank in 2022.

On March 13, 2024, the Company announced that Antofagasta had terminated its option to earn an interest in RDP. The Company is compiling and reviewing all exploration data on RDP with the view to a future drill program.

No exploration is planned for RDP for 2024.

Chuchi and Chuchi South, British Columbia

The Company has the option to acquire up to a 75% interest in Chuchi from AuRico. Pacific Ridge has the right to earn a 51% interest by making cash payments totaling $60,000, issuing 2.0 million shares, and spending $5 million on exploration by the fourth anniversary of the agreement. The Company then has the right to increase its interest in Chuchi to 75% by making additional payments totaling $100,000, issuing 1.5 million shares, and completing an additional $5 million in exploration by the sixth anniversary of the agreement. Various claims are subject to up to 6% in net smelter royalties, which can be bought down to 2.1%.

On March 3, 2023, the Company announced that it had acquired an option to earn up to a 75% interest in the Chuchi South porphyry copper-gold project (“Chuchi South”)from American Copper Development Corporation and prospector Ronald Bilquist. Chuchi South adjoins Pacific Ridge’s Chuchi on the south and

Page 8 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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west. The acquisition of Chuchi South more than doubles the size of Pacific Ridge’s current land position at Chuchi.

Chuchi and Chuchi South (collectively, “Chuchi”) are located in North Central British Columbia. The combined property is more than 16,000 ha in size. Chcuhi is road accessible, located 90 km north of Fort St. James and 35 km northwest of Centerra Gold’s Mount Milligan mine. Chuchi is within the prolific Quesnel Terrane and is underlain by lower Jurassic volcanic and sedimentary rocks of the Takla Group. Porphyry Cu-Au mineralization at the BP and Rio Algom Zones is associated with a cluster of early Jurassic monzodiorite to syenite porphyry intrusions, dated at 188.5 Ma ± 2.5 Ma. The main BP Zone is defined by 4 km x 3 km halo of outer propylitic alteration surrounding a central 1.5 km x 1.5 km area of Cu-Au mineralization, which is open to depth and potentially to the east across the north-south trending Valley Fault. Important target zones at Chuchi South include Coho, Coho West, and Brooks.

Chuchi has a long history of exploration by companies such as Noranda, BP, Rio Algom, Kiska Metals and AuRico, and the project has had 8,886 m of drilling in 48 holes, of which 39 have targeted the main BP Zone. An additional 27 holes were drilled in 1991, but the records for this drilling have been lost. Most of the drilling was shallow, less than 150 m in depth, with many of the drill holes ending in mineralization. Grades within the mineralized portion of the BP Zone range from 0.21% to 0.4% Cu and from 0.21 g/t to 0.44 g/t Au. Pacific Ridge believes that the core of the porphyry system has yet to be identified. Chuchi also contains other targets that could represent porphyry centres.

During 2022, the Company completed a 720 line-km airborne ZTEM survey over the Chuchi claim block, followed by a two-week program of mapping and soil sampling over key target areas outlined by previous studies and the results of the ZTEM survey. The program identified several new porphyry targets.

In 2023, Pacific Ridge completed a ground-based 6.7 line-km IP geophysical survey at Chuchi. Two IP lines (2.5 line-km and 4.2 line-km) were completed and extended coverage across the BP, Digger and Klaw zones. At Chuchi South, Pacific Ridge completed 15 km of IP, including three lines (5 line-km each at 400 m linespacing) with coverage of both the 650 x 550 m Coho and 300 x 200 m Coho West surface geochemical target area.

When combined with previous geophysical surveys, including magnetometer, IP and ZTEM, the 2023 IP results have helped define targets at the BP Zone which will be tested by the Company’s in its inaugural 2024 drill program which commenced in mid August.

Onjo, British Columbia

On January 27, 2022, the Company entered into a property purchase agreement to acquire a 100% interest in the Onjo Cu-Au porphyry project (“Onjo”) in north-central British Columbia. The vendor retains a 2% NSR, with the Company having an option to purchase one quarter of the NSR at any time for USD $1,500,000. On February 22, 2022, the Company entered into a sale and purchase agreement to acquire a 100% interest in four internal claims at Onjo.

The 14,692 ha road accessible Onjo lies in the 1,300 km long Quesnel Terrane on the same magnetic trend that hosts the Mount Milligan mine, Chuchi and Kwanika porphyry discoveries.

Onjo hosts skarn and alkalic porphyry Cu-Au mineralization associated with monzonitic phases of the Witch Lake intrusions cutting Takla volcanic rocks, similar to the mineralization and host rocks at the

Page 9 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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Mount Milligan mine. The style of Cu-Au mineralization returned in historical drilling, combined with the presence of nearby skarn occurrences, leads Pacific Ridge to believe that past operators at Onjo encountered the upper levels of an alkalic porphyry system.

In 2022, the Company completed a 667 line-km airborne ZTEM survey over Onjo. The Company then carried out a ten-day program of mapping and soil sampling over key areas outlined by previous studies and the results of the ZTEM survey.

In 2023, the Company completed a 10 line-km Induced Polarization survey at Onjo, comprising two five km lines. The survey defined chargeability targets that correlate with the anomalous porphyry pathfinder geochemistry (Mo, Cu, Se, Te, Bi, As, Sb, Au, MPIx). No work is planned at Onjo in 2024.

Orbison, British Columbia

The Orbison project (a.k.a. Gap project) is a reconnaissance porphyry Cu-Au exploration program in central British Columbia. The Company is evaluating known properties and showings as well as examining regional geological, geophysical, and geochemical databases for evidence of potential porphyry Cu-Au mineralization. The Orbison claims were staked as a part of the Gap project.

Mariposa, Yukon

The Company’s 100% owned 295 km[2] Mariposa property is in the Yukon’s White Gold District, 120 km southeast of Dawson City, 40 km southeast of White Gold’s Golden Saddle deposit and 30 km eastnortheast of Newmont’s Coffee property. Prior exploration identified an open-ended 7 km long horizon of altered sulphide bearing quartz mica schist in the Skookum Zone area, in a setting favorable for hosting gold mineralization.

Since 2010, The Company has spent over $6 million exploring the Mariposa property, including geological mapping, soil geochemical surveys, geophysical surveys, trenching and drilling. Results are summarized on the Company’s web site.

During the 2022 field season, the Company completed a program of re-sampling and reclamation of historical trenches dating from 2012.

During 2023, all outstanding disturbance on the property was reclaimed, including the historical camp site on Scroggie Creek and trenches over the Skookum Main, Skookum West, and Hackly target areas.

In 2024, the Company plans a soil geochemical survey at Mariposa. The plans for advancing Mariposa include seeking a potential farm-out or sale of the property.

Eureka Dome, Yukon

The Company’s 100% owned 32 km[2] Eureka Dome property is located 70 km southeast of Dawson City, within the Klondike-White Gold District. Placer mining activity in Eureka Creek dates to the 1896 gold rush, with estimated historical production from Eureka and Black Hills Creeks of greater than 140,000 oz. Au.

The plans for advancing Eureka Dome include seeking a potential farm-out or sale of the property.

Page 10 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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Gold Cap, Yukon

The 100% owned 1,100 ha Gold Cap property adjoins the northeast boundary of White Gold Corp’s Golden Saddle property. The property was staked in 2009 based on an anomalous gold silt sample reported by the Geological Survey of Canada. In 2010, Pacific Ridge collected 1,766 soil samples and defined two anomalous gold zones.

The plans for advancing Gold Cap include seeking a potential farm-out or sale of the property.

SUMMARY OF CAPITALIZED ACQUISITION COSTS AND EXPLORATION EXPENSES

The following acquisition-related costs are carried by the Company in its consolidated condensed interim statement of financial position presented with its Financial Statements:

Balance, December 31, 2022 Option payments in cash Other payments in cash Staking costs Optionpayments in shares	Company-owned properties	Properties on option from thirdparties	Total
	Kliyul Redton Onjo Orbison RDP Mariposa BC BC BC BC BC BC	Chuchi Chuchi South BC BC
	$ $ $ $ $ $ 35,000 35,000 410,255 12,261 76,949 - - - - - (30,000) - - - - - - - 1,500 - 1,975 - - - 3,909,103 - - - - -	$ $ 33,323 - - - 11,893 50,000 - - -	602,788 (30,000) 61,893 3,475 3,909,103
Balance, June 30, 2023 Other payments in cash Staking costs Final acquisition in shares	3,945,603 35,000 412,230 12,261 46,949 - - - - - - - 30,000 - - - - - (339,922) - - - 108,500 -	45,216 50,000 5,000 - - - - -	4,547,259 5,000 30,000 (231,422)
Balance, December 31, 2023 Option payments in cash Otherpayments in cash	3,635,681 35,000 412,230 12,261 155,449 - - - - - - - 1,425 - - - - 7,840	50,216 50,000 5,000 - 9,041 -	4,350,837 5,000 18,306
Balance, June 30, 2024	3,637,106 35,000 412,230 12,261 155,449 7,840	64,257 50,000	4,374,143

Page 11 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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The following is a summary of exploration expenses incurred in each of the Company’s projects, the total of which is presented with the Company’s statement of loss and comprehensive loss presented with its Financial Statements:

Province/ Territory Property	Six Months endedJune 30
	2024 $ 2023 $
Kliyul BC Chuchi BC Mariposa YT Redton BC Chuchi South BC Onjo BC Orbison (Gap) BC RDP – Portion incurred by the Company BC RDP - Project management fees* BC General exploration	162,302 635,788 129,475 140,801 13,406 7,339 15,303 12,630 2,242 3,758 841 10,739 - 3,270 1,250 - (2,083) - 93,897 170,565
Total exploration expenses incurred bythe Company:	416,633 984,890
* Exploration in RDP financed by Antofagasta: * RDP option obligations financed byAntofagasta:	47,277 332,911 - -
Total exploration expenses	463,910 1,317,801

• During the six months ended June 30, 2024, $47,277 were incurred by Antofagasta (2023 - $332,911 plus $30,000 in a property option payment to the property’s underlying owner).

FINANCING ACTIVITIES

On March 22, 2024, the Company closed the first tranche of a non-brokered private placement (the “Financing). The Company issued 7,469,679 flow-through units (“FT Units”) at a price of $0.095 per FT Unit for gross proceeds of $709,620. The Company also issued 12,072,500 non-flow-through units (“NFT Units”) at a price of $0.08 per NFT Unit for gross proceeds of $965,800.

On April 5, 2024, the Company closed the second and final tranche Financing by issuing 1,058,750 NFT units at a price of $0.08 per NFT unit for gross proceeds of $84,700.

Each FT Unit is comprised of one common share of the Company issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one common share purchase warrant (“Warrant”). Each NFT Unit is comprised of one common share of the Company and one Warrant. Each Warrant is exercisable to purchase one additional non-flow-through common share at an exercise price of $0.12 any time on or before March 22, 2026.

The securities issued with the first tranche are subject to a hold period ending on July 23, 2024, while the ones issued with the second tranche subject to a hold period ending August 6, 2024.

On June 10, 2024, the Company closed the first tranche of its non-brokered private placement raising a total of $1,683,380. The Company issued 16,250,000 flow-through units ("FT Units") at a price of $0.08 per FT Unit for gross proceeds of $1,300,000. Pacific Ridge also issued 5,476,858 non-flow-through units ("NFT Units") at a price of $0.07 per NFT Unit for gross proceeds of $383,380 in a first tranche of the non-flowthrough portion of the Financing.

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Management’s Discussion and Analysis Six months ended June 30, 2024

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Each FT Unit is comprised of one common share of the Company issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one common share purchase warrant ("Warrant"). Each NFT Unit is comprised of one common share of the Company and one Warrant. Each Warrant is exercisable to purchase one additional non-flow-through common share at an exercise price of $0.12 any time on or before June 7, 2026. The securities are subject to a hold period ending on October 8, 2024. The Company paid finder's fees totalling $107,091 and finder's fees warrants totaling 1,367,380 in connection with the Financing. Each finder's warrant is exercisable to purchase one common share at an exercise price of $0.07 any time on or before June 7, 2026. The Financing and payment of finder's fees are subject to TSX Venture Exchange acceptance.

During the six months ended June 30, 2024, the Company issued 250,000 shares for gross proceeds of $26,250 pursuant to the exercise of stock options. The Company reclassified $20,876 of contributed surplus to share capital upon exercise of the options.

RESULTS OF OPERATIONS

		Three	months ended	Six	months ended
			June 30,		June 30,
	Note	2024	2023	2024	2023
		$	$	$	$
Administrative expenses
Amortization of right-of-use assets		19,167	19,167	38,334	29,338
Depreciation		1,320	984	2,712	2,035
Finance lease interest		859	2,697	2,194	4,268
Insurance	5	6,087	20,450	18,912	33,950
Professional and consulting fees	7	31,479	4,825	33,895	9,332
Management and administrative		85,826	109,966	171,687	212,711
Office operations and facilities		33,269	45,453	60,021	73,423
Shareholder communications		34,832	93,578	101,837	293,682
Share-based payments		-	22,010	5,458	517,935
Transfer agent and regulatoryfees		22,951	18,792	43,184	35,527
		235,790	337,922	478,234	1,212,201
Exploration expenses (income)
Exploration and evaluation costs	4	265,068	687,942	416,633	984,890
Mining tax credit		(31,677)	-	(31,677)	-
Propertyoptionpayments		-	-	-	(400,000)
	3	233,391	687,942	384,956	584,890
Other expenses (income)
Interest		(15,444)	(68,330)	(11,099)	(125,380)
Foreign exchange		2,064	1,634	2,713	2,148
		(13,380)	(66,696)	(8,386)	(123,232)
Net loss for theperiod		(455,801)	(959,168)	(854,804)	(1,673,859)

The Company has not yet determined whether any of its resource properties contain mineral reserves that are economically recoverable. All direct costs associated with the exploration of these properties have been expensed as incurred.

Page 13 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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Administration expenses

Amortization of $38,334 and finance lease interest of $2,712 reflect the lease costs of the Company’s administration offices and a truck used in supporting exploration activities. A new office sublease was entered into on February 1, 2023, and the truck was leased on April 1, 2023.

Depreciation of $2,712 relates to the Company’s equipment and furniture.

The $18,912 insurance expense corresponds to the Directors & Officers insurance, as well as exploration and commercial insurance, for 2024. Insurance decreased during Q2 2024 and YTD 2024 as there were greater exploration expenditures in the comparative periods resulting in higher insurance expense.

Professional and consulting fees increased in Q2 and YTD 2024 due to higher legal fees.

Management and administrative expenses decreased in Q2 2024 and YTD 2024 over the comparative period due to a decrease in shareholder communications and reduced compensation for executive officers to conserve cash for exploration activities.

Share-based payments relate to the fair value of the stock options granted and vested during the periods, as valued using the Black-Scholes options pricing model. This is a non-cash expense reflected in the contributed surplus line of the Company’s statement of financial position. During the period no stock options were granted, and share-based payments expense relates to the vesting of previously granted options.

Exploration-related expenses

Exploration and evaluation costs decreased in Q2 2024 and YTD 2024 relative to the comparative periods, and this was primarily dictated by the Company’s cash position during the current period prior to the financings completed in June 2024. During Q2, 2024 the Company received $31,677 corresponding to the British Columbia Mining and Exploration Tax Credit (“BCMETC”) corresponding to qualifying exploration expenses incurred during 2022.

Other expenses (income)

Interest income decreased during Q2 2024 and YTD 2024 as the Company had less cash on hand to generate interest income relative to the comparative periods. Additionally, the Company had to pay a late-filing interest charge during the YTD 2024 pursuant to Part XII.6 of the Income Tax Act (Canada) related to the flow-through amounts that were unspent during part of 2023.

Page 14 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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SUMMARY OF QUARTERLY RESULTS

The following table sets forth a comparison of information for the previous eight quarters:

		Three Months	Ended ($)
	June 30,	March 31,	December 31,	September 30,
	2024	2024	2023	2023
Revenue	-	-	-	-
Net loss	(455,801)	(399,003)	(685,491)	(5,439,899)
Basic and diluted loss per share*	(0.00)	(0.00)	(0.00)	(0.04)
Dividends per share	Nil	Nil	Nil	Nil
Total assets	7,009,868	6,190,404	5,157,202	7,432,861
Total long-term liabilities	-	-	4,317	8,432
		Three Months	Ended ($)
	June 30,	March 31,	December 31,	September 30,
	2023	2023	2022	2022
Revenue	-	-	-	-
Net loss	(959,168)	(714,691)	(1,324,368)	(4,433,768)
Basic and diluted loss per share*	(0.01)	(0.01)	(0.01)	(0.05)
Dividends per share	Nil	Nil	Nil	Nil
Total assets	12,139,732	8,851,718	8,625,038	4,166,355
Total long-term liabilities	23,875	27,421	-	-

Quarterly results

• During Q2, 2024, the Company concluded the financing activities described above, resulting in increased assets. The Company also received a mining tax credit of $31,677 during Q2 2024. The increase in loss during Q2 2024 compared to Q1 2024 is primarily driven by an increase in exploration expenditures during Q2 2024.

• During Q1, 2024, the Company closed a financing resulting in an increase in total assets. Expenses were down during the period due to reduced exploration costs during the quarter.

• During Q4, 2023, the Company issued 700,000 common shares at a price of $0.155 (equivalent to $108,500) to the underlying owner of RDP. With this, the Company now owns 100% of RDP. In addition, the Company received cash proceeds of $66,000 from the exercise of 1,100,000 stock options. The Company also recovered $62,025 for operator’s fees related to RDP on option to Antofagasta.

• During Q3, 2023, the Company closed the non-brokered private placement described under Financing activities , above, raising gross proceeds of $661,080. Also, during Q3 2023, with the exploration season in its more active period, the expenses were considerably higher than during the other quarters. This was consistent with Q3 of 2022.

• During Q2, 2023, the Company completed the acquisition of Kliyul and Redton through the issuance of 16,996,099 common shares at a deemed price of $0.23 per share, reflecting an increase in the value of share capital. As the acquisition costs are capitalized, this increase is also reflected in total assets. The Company also received proceeds of $11,500 from the exercise of 50,000 share purchase warrants with an exercise price of $0.23 per share. Exploration expenses increased due to the start of the 2023 field season.

Page 15 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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LIQUIDITY AND CAPITAL RESOURCES

The Company is dependent on raising funds through the issuance of shares or disposition of interests in resource properties in order to finance further acquisitions, undertake exploration and meet general and administrative expenses.

As at June 30, 2024, the Company had cash on hand of $2,407,698 of which $4,817 were part of Antofagasta’s funding for RDP. The Company’s working capital as at this date was approximately $2,304,439. The flowthrough tax liability of $162,498 relates to the Part XII.6 of the Income Tax Act (Canada) related to carrying unspent flow-through amounts during part of 2023 had been discharged at this date.

The Company’s consolidated condensed interim financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to continue its operations for at least twelve months from June 30, 2024, and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenue from operations to date and will require additional financing or outside participation to undertake further advanced exploration of its mineral properties. Future operations of the Company are dependent upon its ability to raise additional equity financing and maintain sufficient working capital and upon future production or proceeds from the dispositions of its mineral property interests.

The Company’s operations to date have been financed by the issuance of common shares, the exercise of share purchase warrants, and the exercise of stock options. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and liquidate its investments as necessary. During the six months ended June 30, 2024, the Company’s financing activities provided gross cash of $2,979,076 of which $2,009,620 were flow-through funds, through a non-brokered private placement financing.

Subsequent to June 30, 2024, the Company closed the second and final tranche of its non-brokered private placement raising a total of $24,500 The Company issued 350,000 non-flow-through units ("NFT Units") at a price of $0.07 per NFT Unit for gross proceeds of $24,500.

RELATED PARTY TRANSACTIONS

Related parties include the board of directors and officers, close family members and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

The Company has no compensation arrangements with its board of directors other than non-cash stock option grants. In the case of senior officers of the Company, which include the Chairman, the President & CEO, and the CFO, the Company provides certain compensation for termination without cause and for a change of control of the Company.

Key management includes the board of directors and executive officers.

Page 16 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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The following transactions with related parties took place:

	For the three	months ended	For the six	months ended
		June 30,		June 30,
	2024	2023	2024	2023
	$	$	$	$
Management fees Chairman	7,600	27,730	21,840	54,560
Management fees CEO	48,041	54,905	96,083	108,066
Management fees CFO	24,000	24,000	44,000	44,000
Share-basedpayments	-	-	-	347,613
	79,641	106,635	161,923	554,239

Management is of the opinion that these transactions have occurred in the normal course of operations.

OUTSTANDING SHARE DATA

All share information is reported as of August 21, 2024 in the following table:

	Number
Issued and outstanding common shares	173,415,343
Share options with a weighted average exercise price of $0.27	7,325,000
Warrants with a weighted average exerciseprice of$0.18	59,913,486
Fully diluted capital:	240,653,829

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

PROPOSED TRANSACTIONS

There are no proposed transactions as of the date of this MD&A.

CHANGES IN ACCOUNTING POLICIES

No new accounting policies have been adopted of changed during the six months ended June 30, 2024.

Page 17 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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FINANCIAL INSTRUMENTS

The Company has classified cash, other receivables, and trade payable and accrued liabilities at amortized cost, and its marketable securities as FVTOCI.

Fair values

As at June 30, 2024, the recorded amounts for cash, other receivables and trade payable and accrued liabilities approximate their fair values due to their short maturity. The Company’s marketable securities are measured at fair value on a recurring basis. These financial instruments are grouped into Level 1 to 3 based on the degree to which the significant inputs used to determine the fair value are observable. Marketable securities are classified within level 1 of the fair value hierarchy as their fair value measurement is derived from quoted prices in active markets for identical assets. Warrants are classified within level 2 of the fair value hierarchy as their fair value measurement is derived from inputs other than quoted prices included within level 1, that are observable either directly or indirectly. No financial instruments were considered level 3, which are fair value measurements derived from valuation techniques that include significant inputs that are not based on observable market data.

Interest rate risk

The Company’s cash held in financial institutions earns interest at variable interest rates. However, due to the short-term nature of these financial instruments, fluctuations in market rates do not have a material impact on the expected cash flows.

Credit risk

The Company has its cash deposited at one of Canada’s largest banks with an AA rating, federally insured, and therefore exposed to minimal credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities and through the management of its capital structure. At June 30, 2024, the Company had cash of $2,407,698 (December 31, 2023 - $541,840), trade payable and accrued liabilities of $41,222 (December 31, 2023 - $158,138), a financial liability of $4,817 (December 31, 2023 – $249,177) corresponding to cash provided by Antofagasta Minerals for exploration at the RDP property, a flow-through related tax liability of $nil (December 31, 2023 - $162,342), and lease liabilities of $23,257 (December 31, 2023 - $62,713).

Currency risk

As at June 30, 2024, the Company kept less than 1% of its cash in US dollars. A change in the value of the US dollar by 10% relative to the Canadian dollar would affect the Company’s working capital by an immaterial amount.

Price risk

As the Company no longer holds any marketable securities, there is no price risk at June 30, 2024.

Page 18 of 19

Management’s Discussion and Analysis Six months ended June 30, 2024

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CRITICAL ACCOUNTING ESTIMATES

The Company makes estimates and assumptions concerning the future that will, by definition, seldom equal actual results. The following are the areas of estimate and judgment applied by management that most significantly affects the Company's financial statements. These estimates and judgments have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Management applies judgment in reviewing for impairment indicators the carrying value of the resource properties on a quarterly basis, or whenever events or circumstances indicate that their carrying value may not be recovered. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. Indicators of impairment may include (i) the period during which the Company has the right to explore in the specific area has expired during the year or will expire in the near future and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and (iv) sufficient data exists to indicate that the carrying amount of the resource properties is unlikely to be recovered in full from successful development or by sale. No impairment indicators were identified by management during the six months ended June 30, 2024.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements for the six months ended June 30, 2024 and 2023, and this accompanying MD&A (together, the “Interim Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.

SUBSEQUENT EVENTS

On August 7, 2024, has closed the second and final tranche of its non-brokered private placement ("Financing") raising a total of $1,707,880. In this second tranche, Pacific Ridge issued 350,000 non-flowthrough units ("NFT Units") at a price of $0.07 per NFT Unit for gross proceeds of $24,500. The Company previously announced a first tranche closing of the Financing raising a total of $1,683,380 by the issuance of: (i) 5,476,858 NFT Units for gross proceeds of $383,380, and (ii) 16,250,000 flow-through units ("FT Units") at a price of $0.08 per FT Unit for gross proceeds of $1,300,000.

Page 19 of 19