PALAMINA CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

General

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of Palamina Corp. (“Palamina”, or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the years ended December 31, 2024 and 2023. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, together with the notes thereto (“the financial statements”). Results are reported in Canadian dollars, unless otherwise noted.

The financial statements and the financial information contained in this MD&A were prepared in accordance with IFRS Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Please refer to Note 3 of the annual audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023 for disclosure of the Company’s material accounting policies.

The audit committee of the Company has reviewed this MD&A and the audited consolidated financial statements for the years ended December 31, 2024 and 2023 and the Company’s Board of Directors approved these documents prior to their release.

This MD&A is dated April 30, 2025 and is current to that date.

Additional information relating to the Company is available free of charge on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”) website at www.sedarplus.ca, on Palamina’s website at www.palamina.com.

Caution Regarding Forward Looking Information

This MD&A includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical fact, that address future exploration activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements.

Qualified Person

Technical information contained in this MD&A has been prepared by or under the supervision of Mr. Alvaro Fernandez-Baca, P. Geo., Vice-President, Exploration of Palamina, who acts as Palamina’s Qualified Person (“QP”) as defined by National Instrument 43-101 – “Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Fernandez-Baca has reviewed work practices and verified the data comprising such technical information, including sampling, analytical and test data underlying the information or opinions contained in this MD&A.

In addition, Mr. Yury Valdivieso, Palamina’s lead geologist and project manager in Peru, is responsible for the execution of all exploration programs. Mr. Valdivieso has a MSc. in economic geology and is a member of the Society of Economic Geologists (“SEG”), the Geological Society of Peru (“SGP”) and the College of Engineers of Peru (“CIP”).

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Overview

Palamina is an exploration stage company focused on the exploration for economic mineral deposits in Peru through its wholly owned subsidiaries, Palamina S.A.C. (“Palamina Peru”) and Sociedad Minera Vicus Exploraciones S.A.C. (“Vicus”) and to a much lesser extent in Mexico through its wholly owned subsidiary, Palamina S.A. de C.V. (“Palamina Mexico”). Palamina was incorporated on April 23, 2015, under the Business Corporations Act (Ontario). The Company’s head office is located at 145 King Street West, Suite 2870 Toronto, Ontario M5H 1J8. Palamina is a reporting issuer pursuant to the securities laws of Ontario, British Columbia, Alberta, and Saskatchewan and is listed in Canada on the TSX Venture Exchange (“TSX-V”) under the symbol PA and in the United States on the OTCQB under the symbol PLMNF.

Management’s strategy for building Palamina into a profitable resource company and maximizing shareholder value is to acquire and explore properties with the potential to host significant economic deposits within prolific mining districts in Peru. The Company explores primarily for gold and silver and has an acquire and hold strategy for it copper precious metal assets, with the objective of enhancing the value of its properties either by direct exploration or through option or joint venture agreements with third parties. This strategy diversifies the business risks inherent in developing a single property.

Corporate Highlights

On April 28, 2025, Palamina announced the sale of all 4,833,333 shares held in Winshear Gold Corp. (“Winshear”) for gross proceeds of $290,002. As a result of the sale, Palamina has ceased to hold an shares of Winshear and ceased to be an insider.
On April 14, 2025, Winshear offered to return the Gaban gold and Ica copper-gold projects in Peru back to Palamina. Palamina has advised Winshear that it intends to take back ownership of both projects subject to review.
September 17, 2024, Palamina completed the acquisition of 100% of the shares of Sociedad Minera Vicus Exploraciones S.A.C. (“Vicus”) from Aurania Resources Ltd. (“Aurania”) (TSX-V: ARU), in consideration for the issuance of 350,000 common shares of Palamina at a deemed price of $0.15 per share or CDN$52,500, pursuant to a Share Purchase Agreement signed on June 10, 2024. Vicus holds the mineral rights to the 9,800-hectare Pluma copper-silver project (“Pluma”) in northeastern Peru. Prior to June 30, 2024, Palamina Peru paid US$29,400 in 2024 validity fees associated with the Pluma project. The remaining projects held by Vicus were allowed to lapse. As part of the transaction, Aurania has retained a 1% net smelter return (“NSR”) royalty on the Pluma project. Palamina has the right to buy back half of the NSR for $1,000,000.
On September 9, 2024, Palamina received the 2024 advance royalty payment from Winshear in respect of the Gaban gold project, of US$100,000 (CDN$135,610).
On July 9, 2024, Palamina held its annual and general meeting of shareholders. Shareholders approved fixing the number of directors at four, approved all four directors standing for re-election, re-appointed the Company’s auditors and re-approved the Company’s stock option plan. Christina McCarthy did not stand for re-election.
On June 10, 2024, Palamina signed a Share Purchase Agreement to acquire 100% of the shares of Vicus from Aurania and paid the validity fees due at the end of June to retain the Pluma copper-silver project.
On April 1, 2024, Palamina appointed Alvaro Fernandez-Baca as Vice-President, Exploration and Hall Stewart and Jerry Blackwell as advisors. A total of 1,100,000 incentive stock options were granted, exercisable at $0.15 per common share.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

On February 13, 2024, Winshear consolidated its outstanding common share capital on the basis of three (3) pre-Consolidation shares for one (1) post-Consolidation share thereby modifying Palamina’s ownership to 4,833,333 common shares Winshear or 15.38% of the 31,418,632 shares outstanding.

Operational Highlights

On March 25, 2025, Palamina announced assay results with up to 7.86 grams per tonne gold (“g/t Au”) over 1 metre from field work completed in February of 2025 in the Sol de Oro (“SDO”) North zone at Usicayos.
On January 20, 2025, Palamina completed an initial systematic soil sampling program utilizing a hand held X-Ray Fluorescence (“XRF”) spectrometer at its Galena silver-copper project which identified large silver, copper, manganese anomalies.
On December 9, 2024, Palamina announced final drill results from its 2024 scout drilling program at Usicayos which returned 0.72 g/t Au over 52 metres at SDO North and 0.63 g/t Au over 40 metres at SDO South.
On November 14, 2024, Palamina commenced a pXRF soil sampling program and announced completion of a remote sensing study at its Galena silver-copper project.
On November 4, 2024, Palamina released assay results from the first three drillholes from the SDO East zone on its Usicayos gold project and reported visible gold intercepts in the fourth and fifth drillholes at SDO South awaiting assay results.
On October 15, 2024, Winshear commenced its inaugural drilling program in the Coritiri zone at its Gaban gold project.
In August of 2024, Palamina commenced a drilling program to test the SDO East, SDO South and SDO North zones at its flagship Usicayos gold project.
In July of 2024, SGS Laboratories (“SGS”) completed a mineralogical study where a 20 kg bulk sample returned an overall grade of 3.6 g/t Au where 99.73% occurs as liberated gold and approximately 10% of the gold occurs in grains larger than 150 microns.
In July of 2024, Palamina completed a drone-based magnetic survey over the entire 4.5 km long mineralized gold trend at its 100% owned Usicayos gold project.
In late April/early May of 2024, Palamina resumed exploration at the Usicayos gold project to include the hiring of a structural geological consultant and further mapping and sampling of the Sol de Oro zone.
In February/April 2024, Alvaro Fernandez-Baca completed preliminary site visits to Palamina’s Usicayos, Galena, Cori, Bendi and Cristel projects.
On February 29, 2024, Palamina released geochemical results from its December 2023 field program in the SDO zone at the Usicayos gold project. Highlights include 1 metre of 153 g/t Au at SDO South and 4 metres at 5.2 g/t Au at SDO East.

Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

Peru Properties

LAND BANK OF GOLD PROJECTS IN THE PUNO OROGENIC GOLD BELT

The Puno Orogenic Gold Belt ("POGB") is an auriferous, southeasterly trending metasedimentary belt located in southern Peru which follows the Andean trend and covers an area of approximately 175 km NW-SE by up to 75 km NE-SW in the Puno region of Peru. The POGB is a section of a larger 3,400 km long belt of orogenic rocks extending from Argentina in the south, through Bolivia and the Puno region, to the Pataz region in northern Peru. The POGB is flanked on the northeast by the gold producing Madre de Dios region in Peru. Palamina's exploration targets in this region are 'pizarra' or orogenic, slate-hosted gold systems.

Orogenic gold mineralization in the Puno region occurs in association with regional-scale structures, generally hosted by deformed and folded slates and related metasediments. Palamina is targeting continuous, tabular zones of orogenic gold mineralization within fine-grained, sheared, locally metamorphosed sedimentary rocks. Mineralization often occurs as discrete, stacked horizons as bedding-or shear-parallel horizons within the host rock. Gold mineralization typically consists of native gold in distinctive "packages" of fine-grained quartz veins, veinlets and micro-veinlets. Globally, orogenic-type gold deposits are often known to extend to vertical depths greater than 1,000 metres. Important examples of orogenic deposits in the POGB in Peru include Ollachea & La Rinconada.

The orogenic gold belt in Puno hosts more than 100 known hard-rock gold occurrences and over 50 hard-rock mining operations are being operated by small and medium-scale artisanal miners. Palamina believes the POGB has considerable potential to contain a significant number of additional yet undiscovered orogenic gold deposits. Erosion of these gold-bearing structures (by both fluvial and glacial processes) is widely considered to be the source for the extensive alluvial gold deposits located in the low-lying Madre de Dios region of Peru's Amazon basin.

There has been a significant up-grading of road access in the Puno region (example: Pacific-Atlantic interoceanic highway) and power infrastructure (example: 206 MW San Gaban hydro-electric facility). It is Palamina's belief that these infrastructure developments greatly assist exploration of the POGB and will support future mine developments in the region.

Comparison with other Gold Projects in the POGB:

The Ollachea orogenic gold deposit, located 60 km northwest of the Usicayos project and 30 km south of the Gaban project, reportedly occurs along a structurally deformed east-west trending regional shear structure on the edge of the SE trending POGB. Similarly, 75 km southeast of Usicayos, the large orogenic gold occurrence at La Rinconada also features a significant east-west inflection zone. Midway between Ollachea and La Rinconada, the Usicayos gold project also lies along a comparably deformed east-west trending structural jog.

Usicayos Gold Project

At the Usicayos gold project, Palamina holds title and application rights to 11,612 hectares of mineral concessions. There are no underlying payments or royalties. The Usicayos gold project is located near the town of Usicayos. The Usicayos concessions extend east and west of the town of Usicayos at elevations ranging from 3,200 to 4,700 m. Rock exposure in the area is generally excellent as the properties sit predominantly above the tree line.

Palamina has prioritized parts of a 4.5 km mineralized gold trend for drilling at Usicayos, consisting of three separate gold zones trending southwest to northeast; Sol de Oro ("SDO"), Cayos and Veta. Veta was the initial discovery zone followed by the Cayos zone and more recently the SDO zone.

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Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

From the fall of 2021 to the spring of 2022, Palamina drilled six diamond drillholes over a total 2,081 metres in the Veta Zone. On July 6, 2022, Palamina announced results for all six diamond drillholes with select results reporting; VE-01-2021 returned 8 m @ 0.44 g/t Au, VE-02-2021 1 m @ 3.09 g/t Au (visible gold in intercept), VE-03-2021 24 m @ 0.5 g/t Au, VE-04-2021 11 m @ 0.8 g/t Au, VE-05-2021 4 m @ 0.67 g/t Au (visible gold in intercept), VE-06-2021 11 m @ 0.68 g/t Au. Drilling in the Veta zone tested the entire 800 metre long gold-bearing quartz vein system exposed at surface.

On August 4, 2022, Palamina completed the acquisition of 200 hectares in the SDO zone whereby Palamina gained full control of $100\%$ of the mining rights to the entire $4.5 \mathrm{~km}$ mineralized gold trend. Palamina has since focused its mapping and sampling in the SDO zone, southwest of the Veta Zone. Four targets have been identified, the SDO North, SDO East, SDO South and SDO West targets. Since 2022, 589 rock chip and channel samples have been collected from the four zones. A drone-based topographic survey was completed over the $4.5 \mathrm{~km}$ long area. Historical adits exist over the zone, where individual channel samples have locally yielded up to $200 \mathrm{~g} / \mathrm{t} \mathrm{Au}$ over 0.9 metres.

On April 5, 2023, Palamina received approval of the modification of its Declaración de Impacto Ambiental ("DIA") permit at the Usicayos gold project, which allows for the re-allocation of a further 35 drill pads in the SDO and Cayos gold zones. On September 5, 2023, Palamina Peru received its Authorization to Initiate Exploration Activities ("AIEA") permit. With the advent of the rainy season in November, drilling was postponed to the end of the rainy season in 2024.

The SDO zone is hosted in Paleozoic Ananea and Sandia Formation shale and mudstone and is controlled by regional shear zones developed by regional thrusting. The host shear structure at SDO is the widest identified at Usicayos to date, measuring approximately $1.5\mathrm{km}$ in width and $2.2\mathrm{km}$ in strike length. Gold mineralization is found along continuous "mantos" developed parallel to foliation along the carbonaceous shear zone. The foliation either side of a major NW-SE fault dips steeply towards the centre, suggesting a possible near vertical feeder zone (or "flower structure") at the heart of the SDO zone. Drilling at SDO is designed to test this interpretation. Visible gold has been located in all four zones.

On February 29, 2024, Palamina reported the following select results from the SDO East and South zones:

ZONE	SAMPLE LOCATION	SAMPLE TYPE	LENGTH (m)	Au (g/t)
SDO S	Outcrop	Channel	3.2	9.3
SDO S	Outcrop	Including	1.2	18.4
SDO S	Underground	Channel	1.0	1.2
SDO S	Underground	Channel	1.0	153
SDO S	Outcrop	Channel	4.5	3.4
SDO S	Outcrop	Including	1.0	9.1
SDO S	Underground	Channel	1.0	11.4
SDO S	Underground	Channel	1.0	6.6
SDO S	Underground	Channel	1.0	3.3
SDO E	Outcrop	Channel	1.0	2.6
SDO E	Outcrop	Channel	1.0	1.7
SDO E	Outcrop	Channel	4.0	5.2
SDO E	Outcrop	Including	1.0	9.6
SDO E	Outcrop	Channel	9.0	0.8
SDO E	Outcrop	Channel	1.0	3.2

Table 1: Select results from December 2023 channel sampling program at SDO East and SDO South

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Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

In April of 2024, Palamina commenced its first field exploration campaign post the rainy season in the SDO North and SDO East zones. On May 29, 2024, results from 169 channel samples collected from SDO North were announced. All were analyzed by Certimin, using metallic screening methods to better quantify coarse gold in the zone and improve the variability observed previously. Highlighted results from SDO North returned the following:

TARGET	SAMPLE LOCATION	CHANNEL	FROM (m)	TO (m)	LENGTH (m)	Au (g/t)
SDO N	Outcrop	SDON2405-01	0	2	2	26.67
SDO N	Outcrop	SDON2405-02	0	2	2	7.07
SDO N	Outcrop	SDON2405-03	0	3	3	5.87
SDO N	Outcrop	SDON2405-04	0	6	6	5.02
SDO N	Outcrop	Including	4	6	2	8.28
SDO N	Outcrop	SDON2405-05	0	4	4	2.68
SDO N	Outcrop	SDON2405-06	3	9	6	1.37

Table 2: Select results from April-May 2024 sampling program at SDO North

These samples were collected from shallow west-dipping Manto structures extending approximately 300 metres in a north-south direction. A larger coarse gold component is observed at or near where east-west brittle faults intersect the main shear zone.

In July of 2024, Deep Sounding E.I.R.L completed a drone-based magnetic survey over the entire $4.5\mathrm{km}$ long trend generating a detailed Digital Terrain Model ("DTM") and a new high-resolution topographic map.

In July of 2024, SGS Laboratories ("SGS") provided a bulk sample mineralogical study from material collected in the SDO East zone. The study returned an overall grade of $3.6\mathrm{g / t}$ Au where $99.73\%$ of the gold was liberated and approximately $10\%$ of the gold occurs in grains larger than 150 microns.

In late September 2024, Palamina initiated a first ever diamond drilling program in the SDO zone. A total of nine diamond drillholes were completed over 2,036 metres by November 2024, with three holes at SDO East, four holes at SDO South and two holes at SDO North. All holes have intercepted gold mineralization or quartz veins and shear zones which host surface gold mineralization. Results were returned as follows:

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Zone	Hole ID	From (m)	To (m)	Interval (m)*	Gold (g/t)
SDO East	USI24-01	14	44	30	0.14
SDO East	USI24-02	30	90	60	0.22
	Including	64	74	10	0.66
	Including	68	69	1	2.93
	and	174	75	1	2.63
SDO East	USI24-03	60	73	13	0.38
	Including	65	68	3	1.04
	and	125	132	7	1.87
	Including	125	128	3	3.48
SDO South	USI24-04	43	47	4	0.82
		91	107	16	1.52
	Including	91	93	2	8.69
		118	158	40	0.63
	Including	129	132	3	2.22
	Including	141	143	2	5.83
		181	185	4	0.47
		207	208	1	2.38
		223	224	1	2.71
		248	259	11	0.80
SDO South	USI24-05	22	26	4	0.71
		53	75	22	0.50
	Including	62	64	2	1.42
		86	123	37	0.47
	Including	86	86.5	0.5	24.6
SDO South	USI24-06	45	60	15	0.13
SDO North	USI24-07	35	87	52	0.72
	Including	56	64	8	2.59
	Including	61	63	2	5.12
SDO North	USI24-08	21	56	35	0.75
	Including	46	48	2	8.45

Table 3: Select results from September-November 2024 drilling program at SDO East, South and North

At SDO South, drillhole USI24-04 intercepted a mineralized blind microdiorite intrusive 113 metres down hole, with gold mineralization associated with pyrite and pyrrhotite, occurring as disseminations and in massive sulfide veinlets. USI24-05 is a scissor hole drilled from the same platform. Mineralization at SDO South dips to the north on the south end of the flower structure. Both drillholes intercepted multiple visible gold zones associated with pyrite and pyrrhotite.

At SDO North drillholes USI24-07 & USI24-08 both intercepted broad zones of gold mineralization above the Corihausi fault, a gently south-dipping shear zone at the north end of the flower structure. Mineralization remains open to the south and to the east where multiple gold anomalies have been identified in previous surface sampling programs. Gold mineralization at SDO North occurs in a metasedimentary sequence consisting principally of carbonaceous shale and sandstone, with a well-developed penetrative foliation dipping to the south.

Palamina Corp.

Management's Discussion & Analysis

Figure 1: Analytical signal map from the SDO zone showing location of the recent drilling.

At the south end of the flower structure, drillholes USI24-06 and USI24-09 have established that pyrite and pyrrhotite likely account for the WSW-ENE magnetic trend extending over 1km from the SDO West zone to the SDO South zone. While assay results for drillhole USI24-06 and USI24-09 did not return economic grades, the holes visually confirmed the presence of the same pyrrhotite-pyrite-chalcopyrite-arsenopyrite assemblage as seen in USI24-04.

The SDO North and Cayos Zones are both hosted in metasediments within the north end of the proposed Usicayos flower structure, with gold mineralization controlled by south dipping shear zones. The Cayos zone returned 3m of $35\mathrm{g / t}$ Au in a channel sample at surface and has yet to be drill tested. Positive flower structures develop in transpressional structural regimes and can represent ideal fluid pathways for gold-rich fluids in orogenic systems. At SDO, structural mapping and interpretation by Palamina geologists postulates a flower structure centred between SDO North and SDO South, with reverse faults and shear zones dipping towards a central fault zone.

Palamina's first mapping and sampling program in 2025 identified a new shear zone located approximately 200 metres southeast of the SDO North mineralized zones. Individual mineralized shears within the broader zone are approximately 2 metres thick at surface and dip at a low angle to the south. Gold is associated with quartz veining within the shear zone. Continuous channel sampling in this area yielded up to $1\mathrm{m}$ @ 7.86 g/t Au. These shear zones are interpreted to be subparallel to the mineralized zones identified in drill holes USI24-07 (35m at 0.75 g/t Au including 2m at 8.45 g/t Au) and USI24-08 (52m at 0.72 g/t Au including 8m at 2.59 g/t Au). Palamina geologists believe that the SDO North mineralized zones may potentially be continuous where systematic drilling is required to define the full extent and continuity of the mineralized envelope.

A further mineralized shear zone was identified 150 metres further east where two channel samples yielded up to $1\mathrm{m}$ @ $3.95\mathrm{g / t}$ Au. This shear zone, located 500 metres north of drillholes USI24-02 and USI24-03, may represent the northern extension of the SDO East zone and be part of a continuous corridor of gold-bearing shear zones linking the SDO East and SDO North zones.

Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

Figure 2: Surface 1 metre channel sample results in the SDO North and northern extension of the SDO East zones

Figure 3: Planned 2025 drill target areas to test extension of SDO North to the south and juncture of SDO North & SDO South structures

In 2025, Palamina plans to complete a drilling program to begin to define a gold resource at SDO North, test the juncture of the SDO North and SDO South zones at depth and complete an inaugural round of drilling in the Cayos zone. Drilling is planned once the rainy season ends and road access is completed.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Panorama Gold Project

Palamina owns the mineral rights to 2,400 hectares at Panorama. The Panorama application area sits within the Ananea formation and lies within the same regional structural corridor as Palamina’s Usicayos gold project and Gold Mining Inc.’s Crucero gold project. No exploration work was carried out during 2024.

Cristel Gold Project

The Cristel project consists of 3,500 hectares of mineral rights over a large colour anomaly and an Al-generated target resulting from a POGB study completed by Goldspot Discoveries Inc. Cristel sits southeast of Minera IRL’s Ollachea gold deposit and northwest of Palamina’s Usicayos gold project. In February 2024, Alvaro Fernandez Baca, along with Palamina’s geological team, carried out a site visit. No further exploration work was carried out during 2024.

Bendi Gold Project

Palamina holds title to 6,232 hectares covering the Bendi gold project, located to the northeast of the Usicayos gold project. Staking has been based on Palamina’s understanding of prospective district-scale geological features in the Benditani Mine district and proximity to historical and current operating small-scale orogenic gold mines in the area. Mining in the Benditani district reportedly dates back to Pre-Inca times.

Palamina’s exploration efforts at Bendi to date have focused on two highly prospective sub-parallel district-scale structures; 1) The Carol structure is an approximately 15 km long NW-SE trending shear zone interpreted to have developed in close association with the core of an anticline. This structure transects the southwestern sector of the Bendi concessions. The auriferous Carol anomaly is located southwest of the Huacolcota mine. At Carol, Palamina has reported rock chip samples returning up to 47.8 g/t Au and channel samples returning high values of 1.8 m of 13.4 g/t Au and 234 g/t Ag (Palamina news release October 29, 2018); 2) The Mantos structure is a 7 km long thrust-related shear-zone trending sub-parallel to the host shear structure of the Benditani gold mine. Palamina has reported rock chip samples returning 25.4 g/t Au and 9.9 g/t Au from the Mantos Gold Anomaly (Palamina news release October 29, 2018). In April 2024, Alvaro Fernandez Baca, along with Palamina’s geological team, carried out a site visit. No further exploration work was carried out during 2024.

Cori Gold Project

Palamina holds title to approximately 11,347 hectares at the Cori gold project. Palamina geologists report that over 1,200 informal miners are mining native gold from orogenic quartz veins in at least 7 separate mining camps within a NW-SE geological trend. Palamina has staked the available strike extensions of this structure in both directions as well as the possible northerly down-dip extensions on the north side of the Corimayo mountains. Palamina completed an airborne geophysical study over the Cori project in 2018. A minimum expenditure strategy is being implemented at Cori while the Company awaits results from a drilling program to be carried out in 2024 on the contiguous Gaban gold project held by equity partner Winshear. In April of 2024, Alvaro Fernandez Baca, along with Palamina’s geological team, carried out a site visit. No further exploration work was carried out during 2024.

Inca Gold Project

At the Inca gold project, Palamina has secured the mineral rights to 2,600 hectares in the POGB northeast of the Ollachea gold deposit near the town of Ayapata. In August 2022, Palamina completed a drone survey over Inca and a brief mapping / sampling program. No exploration work was carried out during 2024.

Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

LAND BANK OF COPPER PRECIOUS METAL PROJECTS

Palamina has an "acquire and hold" strategy for its existing copper precious metal projects in southeastern & northeastern Peru. In September 2024, Palamina Corp. (Canada) completed the acquisition of 100% of the shares of Vicus from Aurania. Vicus holds a 100% ownership in the Pluma copper silver project located in northeastern Peru. Palamina has started the process of transferring 100% of the Galena, Volcano and Sora Copper Precious Metal Projects in southeastern Peru into Vicus. The addition of a second 100% wholly owned Peruvian subsidiary, provides Palamina with greater flexibility moving forward to separately fund and advance both its land bank of copper precious metal projects to be held by Vicus and its land bank of gold projects held in Palamina Peru.

Figure 4: Copper Precious Metal Projects in the Santa Lucia District in Southeastern Peru

Galena Silver-Copper Polymetallic Project

Palamina holds application and mineral rights to 8,200 hectares at Galena. The Galena project is located at the southwest end of the Santa Lucia mining district, west of the city of Puno. The property was acquired to investigate the Ag-Cu-Pb-Zn potential of the area. Nearby polymetallic mines include the Santa Bárbara, Santa Lucia and Tacaza mines, and the Berenguela carbonate hosted Ag-Cu-Mn project. Mineralization identified to date is interpreted to be related to fault structures and fractures with a NE-SW orientation and as galena and copper oxide disseminations in volcanic rocks. The Tertiary volcanic sequence is underlain by the same Cretaceous aged carbonate sequence that hosts the mineralization in the nearby Berenguela project.

Since 2019, Palamina has conducted four mapping and sampling programs, and completed ground magnetics and IP surveys testing the possible sources for mineralization in the Azul Zone, the Gris Zone and the Verde Zone.

The Gris Zone contains silver bearing galena mineralization hosted in Tertiary volcanic rocks. The Verde Zone shows copper oxide mineralization in fractures and joints in the same volcanic rocks. Company geologists interpret this mineralization to be remobilized from a deeper source, possibly hosted in the same Cretaceous carbonate rocks that host the nearby Berenguela deposit.

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Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

In November 2024, a remote sensing ("RS") survey was completed by ALS Goldspot ("ALS"), which broadly identified alteration assemblages typical of carbonate replacement deposits ("CRD"), such as manganese oxides, which are being followed up by systematic soil sampling using a portable pXRF. ALS processed information collected using the Worldview 3 commercial satellite, then incorporated geological parameters such as structural controls and alteration assemblages to generate spectral domains for future follow-up work. Data processing included spectral clustering and spectral classification to produce target maps such as the one shown in Figure 1, highlighting manganite (a manganese hydroxide), kaolinite and goethite as proxies for Berenguela style mineralization.

Figure 5: Processed satellite imagery showing enhanced and clustered mineral mapping for manganite, kaolinite and goethite

The Galena Project lies on the intersection of two major regional structural trends: a northwest-southeast thrust and fold belt linked to the main Andean orogeny and regional northeast-southwest extensional faults interpreted to accommodate post orogenic collapse. Furthermore, Galena lies on the southeastern extension of the Eocene-Oligocene Las Bambas porphyry belt, with the nearby Pinaya project located 20 kilometers to the northwest.

In November 2024, Company geologists initiated a $100 \times 100$ metre systematic B horizon soil sampling survey at Galena, covering the Gris and Verde zone. Samples are homogenised at Palamina's Juliaca facility and readings are taken using a portable XRF. A portion of the samples will be sent to commercial assay laboratories for QAQC checks.

Palamina is planning a follow-up ground gravity geophysical survey over the Gris and Verde zones to identify areas where the limestone at depth may be replaced by sulfides.

Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

Sora Copper Gold Porphyry Project:

Palamina has application rights to 338 hectares southeast of Ivanhoe Electric Inc’s (“Ivanhoe Electric”) (TSX: IE) Pinaya copper gold porphyry project. Ivanhoe Electric is reportedly planning to drill deep Induced Polarization (“IP”) targets to test for a larger porphyry source to their known Pinaya copper gold deposit which outcrops at surface. Palamina’s Sora concessions cover a portion of the IP targets generated from the Typhoon technology.

Volcano Copper Silver Project

Palamina has application and title rights to 3,843 hectares west of Aftermath Silver Ltd.’s (TSX-V: AAG) Berenguela silver copper manganese project and north and south of the Santa Barbara copper silver CRD within the historic and established Santa Lucia mining district. Volcano was staked to cover prospective ground in the northeast CRD trend and to cover open ground between the Berenguela and Santa Barbara deposits and a possible copper gold porphyry source at depth.

COPPER SILVER PROJECT IN NORTHEASTERN PERU

Pluma Sedimentary Hosted Copper Silver Project

Pluma covers 9,800 hectares north and contiguous to Hannan Metals Limited’s (“Hannan”) San Martin copper silver project. Hannan’s San Martin is subject to an earn-in with the Japan Organization for Metals and Energy Security (“JOGMEC”). JOGMEC has the option to earn up to a 75% beneficial interest in the San Martin Project from Hannan by spending up to US$35,000,000 to deliver a feasibility study or completing certain expenditure milestones.

Hannan’s San Martin project and Palamina’s Pluma concessions occur along the same northwest trending fold-thrust belt. Salt domes and their associated emplacement structures are viewed as conduits for potential mineralization. The Pluma concessions are intersected by a highway with known mineralized copper outcrops north of the highway. Palamina’s Pluma concessions and Hannan’s concessions are shown below:

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Mexican Property

Palamina Corp. maintains a presence in Mexico through its Mexican subsidiary. Palamina previously held a single property in Mexico (“El Santuario”) with title rights to 1,372 hectares in the Cardonal district in Hidalgo State in central Mexico. Due to the focus on exploration in Peru, Palamina has not maintained the tax payments nor annual minimum exploration expenditures from 2018 to current that are required to keep El Santuario in good standing. In the event the Mexican mines department cancels the El Santuario claim, Palamina’s Mexican subsidiary may remain liable for any taxes owing.

WINSHEAR GOLD CORP. (TSX-V: WINS) – FORMER EQUITY & ROYALTY PARTNER

On September 19, 2019, the Company entered into an agreement with Winshear, whereby Palamina sold 100% of the application and mining rights to the Gaban gold, Yang gold and Ica Iron Oxide Copper-Gold (“IOCG”) projects in Peru to Winshear (the “Winshear Sale”). Palamina and Winshear elected to drop the Yang claim after an unsuccessful exploration campaign.

On April 14, 2025, Winshear Gold offered to return the Gaban gold and Ica copper-gold projects in Peru back to Palamina. Palamina has advised Winshear that it intends to take back ownership of both projects subject to review.

On April 28, 2025, Palamina announced the sale of its entire investment of 4,833,333 common shares of Winshear for aggregate gross proceeds of $290,002. As a result of the sale, Palamina has ceased to be an insider of Winshear.

Palamina holds a 2% NSR royalty on all of Winshear’s projects in addition to the obligation of Winshear to pay escalating annual advance royalty payments to Palamina to maintain the claims. The 2% NSR and the advance payments will cease to be obligations once the claims are returned to Palamina.

Gaban Gold Project

Palamina is conducting a review to decide if it wishes to retain the rights to all or part of the 15,625 hectares that form the Gaban gold project. To date, five outcropping shear zones hosting quartz veins and veinlets have been identified in the mountain ridges surrounding the Yanamayo river. Winshear was targeting the shear zones in the POGB as the hard rock potential source of alluvial gold mineralization found in the streams. In August 2019, Winshear filed an NI 43-101 Technical Report on the Gaban gold project authored by Mining Plus Pty. Ltd. On October 7, 2022, Winshear received its DIA from the Ministry of Mines in Peru, the suite of environmental and social studies required ahead of any drilling at the Gaban property. The DIA allows for the construction of up to 40 drill pads and covers the 900 m by 2,200 m Coritiri target, which has never been drill tested. In 2024, Winshear began its inaugural drilling program at Gaban. A total of 4 drillholes testing the Coritiri zone were completed.

Highlights from the drilling include 4 metres grading 3.8 g/t Au from 93 metres, including 1 metre grading 14.74 g/t Au in hole Gaban 24-02;, 21 metres grading 1.29 g/t Au from 102 metres in hole Gaban 24-02 and 4 metres grading 5.04 g/t Au from 189 metres in hole Gaban 24-04.

Ica Iron Oxide Copper-Gold Project

Palamina is conducting a review to decide if it wishes to retain the rights to all or part of the 2,198 hectares that make up the Ica IOCG project located within the coastal IOCG belt of southern Peru.

Further information on the Gaban and Ica properties, including the NI 43-101 Technical Report on the Gaban gold project, can be found on Winshear’s website at www.winshear.com.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Overview of Financial Results

Three Months and Year Ended December 31, 2024 vs. December 31, 2023

(Expressed in Canadian Dollars)	Three Months Ended December 31,		Year Ended December 31,
	2024	2023	2024	2023
Expenses
Exploration and evaluation	$ 935,044	$ 320,401	$ 2,495,768	$ 847,732
Salaries, director and management fees	67,812	278,700	280,985	488,389
Investor relations	55,859	17,354	110,023	87,718
Shareholder costs and filing fees	10,413	7,939	60,958	52,430
Professional fees	10,968	12,718	67,686	55,246
Office and general	19,539	14,389	72,983	57,478
Depreciation	4,452	1,843	15,813	8,005
Share-based compensation	13,654	111,996	59,112	112,296
Total expenses	(1,117,741)	(765,340)	(3,163,328)	(1,709,294)
Other income (expense)
Gain on disposal of investment in	-	65,425	-	65,425
Gain on dilution	-	241,963	-	241,963
Bank charges	(420)	(550)	(1,851)	(2,829)
Loss on foreign exchange	(5,580)	(1,172)	(15,650)	(7,169)
Interest income	3,047	774	62,194	1,301
Advance royalty	-	-	135,610	67,715
Share of (loss) income of associate	(141,532)	3,626,744	(237,066)	3,615,630
Net (loss) income for the period	$ (1,262,226)	$ 3,167,844	$ (3,220,091)	$ 2,272,742
Net (loss) income per share
Basic and diluted (loss) income per share	$ (0.02)	$ 0.04	$ (0.04)	$ 0.03

Three months ended December 31, 2024 vs. three months ended December 31, 2023

Net loss for the three months ended December 31, 2024 was $1,262,226 compared to net income of $3,167,844 for the three months ended December 31, 2023.

The share of income of associate (Winshear) for the three months ended December 31, 2023 was $3,626,744, compared to a share of loss of associate of $141,532 for the three months ended December 31, 2024. In December 2023, Winshear recognized a large gain resulting from its settlement with the government of Tanzania with Palamina recording a gain related to its proportionate interest in Winshear. In addition, Palamina recorded a gain of $65,425 on the sale of 243,000 shares of Winshear at $0.27 per share and recorded a dilution gain of $241,963 on various issuances of share capital by Winshear relating to a financing, stock option and warrant exercises.
Exploration and evaluation expenditures for the three months ended December 31, 2024 were $935,044 compared to $320,401 for the three months ended December 31, 2023. The Q4 2024 increase is the result of a drilling program conducted during the quarter in the Sol de Oro zone at the Company's Usicayos gold project. By comparison, during Q4 2023, Palamina completed a less expensive channel sampling and geological reconnaissance program on the Sol de Oro zone at the Usicayos gold project.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Salaries, director and management fees were $67,812 for the three months ended December 31, 2024 compared to $278,700 for the three months ended December 31, 2023. In general, these expenses relate to the CEO salary of $43,750, fees for the Company’s CFO and financial consultant totalling $18,000 and director fees. Q4 2023 was $210,888 higher due to an accrual for $210,000 in management and director bonuses tied to the return of capital from Winshear. No bonuses have been accrued in 2024.
Investor relations costs were $55,859 for the three months ended December 31, 2024 compared to $17,354 for the three months ended December 31, 2023. In general, these amounts included quarterly market making fees of $10,500. The additional Q4 2024 costs related to the attendance at two conferences during the quarter in London, U.K and Germany. The additional Q4 2023 costs related to marketing fees paid to a U.S. based consultant.
Shareholder costs and filing fees were $10,413 for the three months ended December 31, 2024 compared to $7,939 for the three months ended December 31, 2023. In general, these expenses include listing fees on the TSX Venture Exchange and the OTC, transfer agent fees, the cost of the Company’s annual meeting of shareholders, the cost of disseminating news releases and filing fees. Q4 2024 was higher due to the additional cost of news releases disseminated during Q4 2024 compared to Q4 2023.
Professional fees were $10,968 for the three months ended December 31, 2024 compared to $12,718 for the three months ended December 31, 2023. In general, these fees include legal fees and the accrual for the annual audit and tax return preparation and filing.
Office and general expenses were $19,539 for the three months ended December 31, 2024 compared to $14,389 for the three months ended December 31, 2023.
Share-based compensation was $13,654 for the three months ended December 31, 2024, compared to $111,996 for the three months ended December 31, 2023. The Q4 2024 amount relates to the amortization of the grant date fair value of 1,000,000 options granted April 1, 2024 that vest over a period of three years, while the Q4 2023 amount relates to the grant date fair value of 1,585,000 options granted on December 15, 2023. These amounts are non-cash expenses.
Interest income for the three months ended December 31, 2024 was $3,047 compared to $774 for the three months ended December 31, 2023. During 2024, the Company had excess cash available for investment invested in a GIC with a major Canadian bank. During 2024, the GIC was redeemed with the final redemption occurring on December 9, 2024. There was no material excess cash available for investment during 2023.

Year ended December 31, 2024 vs. year ended December 31, 2023

Net loss for the year ended December 31, 2024 was $3,220,091 compared to net income of $2,272,742 for the year ended December 31, 2023.

The share of income of associate (Winshear) for the year ended December 31, 2023 was $3,615,630, compared to a share of loss of associate of $237,066 for the year ended December 31, 2024. During 2023, Winshear recognized a large gain resulting from its settlement with the government of Tanzania, with Palamina recording a gain related to its proportionate interest in Winshear. In addition, Palamina recorded a gain of $65,425 on the sale of 243,000 shares of Winshear at $0.27 per share and recorded a dilution gain of $241,963 on various issuances of share capital by Winshear relating to a financing, stock option and warrant exercises.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Exploration and evaluation expenditures were $2,495,768 for the year ended December 31, 2024 compared to $847,732 for the year ended December 31, 2023. In general, the annual fluctuation in exploration expenditures is the result of the timing of exploration activities conducted in Peru based on available funding. In 2024, Palamina was fully funded to carry out its exploration programs in Peru, whereas it did not have the same financial ability in 2023. During 2024, Palamina conducted its maiden drilling program in the Sol de Oro zone at its Usicayos gold project as well as other activities. Exploration activities were carried out to a far lesser degree during 2023.
Salaries, director and management fees were $280,985 for the year ended December 31, 2024 compared to $488,389 for the year ended December 31, 2023. In general, these expenses relate to the CEO salary of $175,000 plus CPP and EI premiums, fees for the Company’s CFO and financial consultant totalling $77,000 and director fees. 2023 was $207,404 higher principally due to a Q4 2023 accrual for $210,000 in management and director bonuses tied to the return of capital from Winshear. No bonuses have been accrued in 2024.
Investor relations costs were $110,023 for the year ended December 31, 2024 compared to $87,718 for the year ended December 31, 2023. In general, these amounts include annual market making fees of $42,000. The additional 2024 costs relate principally to the attendance at conferences including the Vancouver Resource Investment Conference (“VRIC”), PDAC in Toronto and conferences during the quarter in London, U.K and Germany. The addition 2023 costs principally related to marketing fees paid to a U.S. based consultant and the 2023 attendance at the VRIC and PDAC Toronto conferences.
Shareholder costs and filing fees were $60,958 for the year ended December 31, 2024 compared to $52,430 for the year ended December 31, 2023. In general, these expenses include listing fees on the TSX Venture Exchange and the OTC, transfer agent fees, the cost of the Company’s annual meeting of shareholders, the cost of disseminating news releases and filing fees. 2024 was higher principally due to higher fees paid to the TSX Venture Exchange in relation to a PIF and fees associated with the acquisition of Vicus and higher OTC fees compared to 2023.
Professional fees were $67,686 for the year ended December 31, 2024 compared to $55,246 for the year ended December 31, 2023. In general, these fees include legal fees and the accrual for the annual audit and tax return preparation and filing. 2024 is higher due to higher audit fees recorded in 2024 relating to the 2023 audit and higher legal fees related to the acquisition of Vicus.
Office and general expenses were $72,983 for the year ended December 31, 2024 compared to $57,478 for the year ended December 31, 2023.
Share-based compensation was $59,112 for the year ended December 31, 2024, compared to $112,296 for the year ended December 31, 2023. The 2024 amount relates to the grant date fair value of 100,000 options granted April 1, 2024 and the amortization of the grant date fair value of 1,000,000 options granted April 1, 2024 that vest over a period of three years. The 2023 amount relates to the grant date fair value of 1,585,000 options granted on December 15, 2023. These amounts are non-cash expenses.
Interest income for the year ended December 31, 2024 was $62,194 compared to $1,301 for the year ended December 31, 2023. On February 28 2024, the Company purchased a GIC with a majory Canadian bank in order to invest its excess cash on hand. The GIC was redeemed in tranches throughout the year with the final redemption occurring on December 9, 2024. There was no material excess cash available for investment during 2023.
Advance royalty income increased in 2024 compared to 2023 as the annual advance royalty payment from Winshear in respect of the Gaban gold project increased to US$100,000 (CDN$135,610) in 2024 from US$50,000 (CDN$67,715) in 2023.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Selected Quarterly Financial Information

The following table is a summary of selected financial information for the Company for the eight most recently completed financial quarters. It has been derived from the unaudited condensed consolidated interim financial statements of the Company. The information has been prepared by management in accordance with IFRS and is expressed in Canadian dollars.

| Statement of Loss (Income) | Q4 2024
Dec. 31, 2024
(unaudited) | Q3 2024
Sep. 30, 2024
(unaudited) | Q2 2024
June 30, 2024
(unaudited) | Q1 2024
Mar. 31, 2024
(unaudited) |
| --- | --- | --- | --- | --- |
| Exploration and evaluation | $ 935,044 | $ 759,654 | $ 640,098 | $ 160,972 |
| Administrative expenses | 170,591 | 135,489 | 163,723 | 140,333 |
| Depreciation | 4,452 | 5,386 | 4,093 | 1,882 |
| Share-based compensation | 13,654 | 13,654 | 31,804 | - |
| Interest income | (3,047) | (12,681) | (22,975) | (23,491) |
| Share of loss (income) of associate | 141,532 | 51,121 | (5,587) | 50,000 |
| Advance royalty income | - | (135,610) | - | - |
| Net loss | $ (1,262,226) | $ (817,013) | $ (811,156) | $ (329,696) |
| Loss per share – basic and diluted | $(0.02) | $(0.01) | $(0.01) | $(0.00) |
| Assets | $ 504,961 | $ 1,630,668 | $ 2,326,079 | $ 3,081,505 |
| Statement of Loss | Q4 2023
Dec. 31, 2023
(unaudited) | Q3 2023
Sept. 30, 2023
(unaudited) | Q2 2023
June 30, 2023
(unaudited) | Q1 2023
Mar. 31, 2023
(unaudited) |
| --- | --- | --- | --- | --- |
| Exploration and evaluation | $ 320,401 | $ 149,036 | $ 265,756 | $ 112,539 |
| Administrative expenses | 332,822 | 121,185 | 150,784 | 146,468 |
| Depreciation | 1,843 | 1,994 | 2,037 | 2,131 |
| Share-based compensation | 111,996 | - | - | 300 |
| Gain on disposal of investment in associate | (65,425) | | | |
| Gain on dilution | (241,963) | | | |
| Interest income | (774) | (450) | - | (77) |
| Share of (income) loss of associate | (3,626,744) | - | - | 11,114 |
| Advance royalty income | - | (67,715) | - | - |
| Net income (loss) | $ 3,167,844 | $ (204,050) | $ (418,577) | $ (272,475) |
| Income (loss) per share – basic and diluted | $0.04 | $(0.00) | $(0.01) | $(0.00) |
| Assets | $ 3,710,997 | $ 201,426 | $ 565,167 | $ 237,735 |

Over the past eight quarters exploration and evaluation expenditures ranged from a high of $935,044 in the fourth quarter of 2024 to a low of $112,539 in the first quarter of 2023. The expenditures have been fairly consistent in a range of $100,000-$300,000 fluctuating based on timing of exploration activities and available financial resources with an increase beginning in the second quarter of 2024, reflective of the drilling program conducted in the Sol de Oro zone at the Usicayos gold project.
Administrative expenses ranged from a low of $121,185 in the third quarter of 2023 to a high of $332,822 in the fourth quarter of 2023. The amounts have been consistent over the last several quarters, with the increase in the fourth quarter of 2023 relating to $210,000 in management and director bonuses tied to the return of capital from Winshear.
Share-based compensation, which is a non-cash item, fluctuates as a result of the timing associated with the granting and vesting of stock options and the recording of the associated grant date fair value as share-based compensation expense.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Share of loss and income of associate (Winshear), has ranged from a low of $nil in the second and third quarters of 2023 to a high of $3,626,744 of income in Q4 2023. The amount will fluctuate based on the quarterly income or loss incurred by Winshear and whether or not Palamina has a carrying value associated with its investment in Winshear. The carrying value cannot be written down to less than $nil. The large income during the fourth quarter of 2023 relates to Palamina’s proportionate interest in the income recorded as a result of Winshear’s gain on the settlement with the government of Tanzania.
The advance royalty due from Winshear is payable annually, due by September 19th each year. In 2024, the advance royalty payment increased from US$50,000 (CDN$67,715) received in August 2023 to US$100,000 (CDN$135,610) received in September 2024.

Liquidity and Capital Resources

The Company’s cash decreased by $2,952,259 during the year ended December 31, 2024, compared to an increase of $2,958,870 during the year ended December 31, 2023. As at December 31, 2024, the Company had cash of $87,913 compared to $3,040,172 as at December 31, 2023.

Working Capital and Financial Position

As at December 31, 2024, the Company had a working capital deficiency of $401,769 compared to a working capital surplus of $2,482,817 as at December 31, 2023. As at December 31, 2024, the Company had assets of $504,861 (December 31, 2023 - $3,710,997). Total assets as at December 31, 2024 consisted of $87,913 of cash (December 31, 2023 - $3,040,172), $7,688 of HST receivable (December 31, 2023 - $9,685), $16,097 due from its associate Winshear (December 31, 2023 - $nil), $121,850 of prepaid expenses and other assets (December 31, 2023 - $200,964), $78,072 of equipment (December 31, 2023 - $29,769) and a carrying value of $193,341 in investment in associate (December 31, 2023 - $430,407).

A summary of the Company’s cash position and changes in cash for the years ended December 31, 2024 and 2023 are provided below:

	Years Ended December 31,
	2024	2023
Cash used in operating activities – gross	$ (2,824,395)	$ (1,561,073)
Changes in non-cash operating working capital	(67,673)	290,158
Cash used in operating activities – net	(2,892,068)	(1,270,915)
Cash (used in) provided by investing activities	(60,191)	3,503,725
Cash provided by financing activities	-	726,060
Decrease in cash during the year	(2,952,259)	2,958,870
Cash, beginning of year	3,040,172	81,302
Cash, end of year	$ 87,913	$ 3,040,172

Year ended December 31, 2024 vs. year ended December 31, 2023

Operating Activities

Cash used in operating activities before changes in non-cash working capital during the year ended December 31, 2024 was $2,824,395 compared to $1,561,073 for the year ended December 31, 2023. The increase of $1,263,322 primarily relates to a significant increase of $1,648,036 in exploration and evaluation activities during 2024, partially offset by a reduction in salaries, director and management fees with no bonus in 2024 compared to $210,000 in 2023 and an increase in advance royalty income in 2024 compared to 2023, with the 2024 advance royalty being US$100,000 (CDN$135,610) compared to US$50,000 (CDN$67,715) during 2023.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Investing Activities

Cash used in investing activities during the year ended December 31, 2024 was $60,191 compared to cash provided by investing activities of $3,503,725 for the year ended December 31, 2023. The 2024 amount relates to the purchases of a truck and computer equipment in Peru. The 2023 amount relates to return of capital payment by Winshear of $3,625,000 and net proceeds of $65,425 from the sale of 243,000 shares of Winshear at $0.27 per share, offset by the exercise of 775,000 Winshear warrants at $0.10 per share and 546,000 at $0.20 per share for an aggregate cost of $186,700.

Financing Activities

Cash provided by financing activities during the year ended December 31, 2024 was $nil compared to $726,060 for the year ended December 31, 2023. The 2023 amount relates to a non-brokered private placement that closed June 15, 2023, of 6,000,000 units at a price of $0.125 per unit for gross proceeds of $750,000 net of $23,940 of share issue costs. These include $2,625 in finder’s fees, $15,624 in legal fees and $5,691 in listing fees charged by the TSX Venture Exchange.

Liquidity Outlook

The Company began the year with cash of $3,040,172 after having received a payment of $3,625,000 from Winshear on December 8, 2023, by way of a return of capital following Winshear’s receipt of a settlement payment from the Republic of Tanzania. This significant inflow of cash into Palamina was entirely non-dilutive to Palamina shareholders.

As at December 31, 2024, the Company had cash of $87,913. The decrease in cash is principally related to the $2,443,768 of exploration and evaluation expenditures for the year ended December 31, 2024, along with the Company’s 2024 general and administrative expenses.

From January to April 2025, aggregate advances of $216,182 have been made to the Company by the President and CEO, a company wholly-owned by him and a company wholly-owned by his wife. These advances were made to fund the Company’s ongoing operations.

On April 25, 2025, the Company sold 4,833,000 common shares of Winshear at a price of $0.06 per share and the remaining 333 shares on April 28, 2025 at a price of $0.065 per share for aggregate gross proceeds of $290,002. The Company no longer holds any investment in Winshear.

At this time the Company will rely on the proceeds from the sale of Winshear common shares to fund its short-term needs. Palamina will have to raise additional funds to fully fund its 2025 corporate operating budget and to fund further exploration at its properties in Peru.

In general, completion of all of the Company’s ongoing and future exploration and development initiatives and its ability to continue as a going concern are subject to successfully raising additional funding. There can be no certainty as to the ability of the Company to raise sufficient additional financing in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern (see “Risks and Uncertainties”).

Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Key Management Compensation

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

Year Ended December 31,
	2024	2023
Management fees – President and CEO	$ 175,000	$ 275,000
Management fees – CFO	60,000	90,000
Directors’ fees	22,375	107,750
Total fees paid to management and directors	257,375	472,750
Share-based payments	50,892	98,415
	$ 308,267	$ 571,165

Related Party Transactions

On June 8, 2023, the Company received a payment of US$9,900 (CDN$13,224) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period January 1 to June 30, 2023.

On June 15, 2023, directors of the Company subscribed for 1,370,000 units at a price of $0.125 per unit for proceeds of $171,250, as part of the 6,000,000 unit non-brokered private placement closed by Palamina on that date.

On August 18, 2023, the Company received a payment of US$4,950 (CDN$6,708) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period July 1 to September 30, 2023.

On August 21, 2023, the Company received a payment of US$50,000 (CDN$67,715) from Winshear, in respect of the 2023 advance royalty payment due September 19, 2023.

On November 1, 2023, the Company received a payment of US$4,950 (CDN$6,868) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period October 1 to December 31, 2023.

In November 2023, Palamina sold 243,000 shares of Winshear at $0.27 per share for net proceeds of $65,425. Palamina also exercised 775,000 warrants at $0.10 per share and 546,000 warrants at $0.20 per share at an aggregate cost of $186,700 to hold 14,500,000 shares of Winshear, prior to their 3 for 1 share consolidation.

On December 8, 2023, Palamina received proceeds of $3,625,000 from Winshear as a return of capital of $0.25 on 14,500,000 pre-consolidation common shares.

During March and April 2023, the President and CEO advanced funds totaling $38,500 to the Company. These advances were repaid on May 11, 2023. In addition, during the period September to November 2023, the President and CEO made further advances totaling $46,500 to the Company. These advances were repaid on December 18, 2023. The advances, which were unsecured, non-interest bearing and had no fixed terms for repayment, were made to fund the Company's ongoing operations until an alternate source of funding became available.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

In November 2023, the Company’s CFO made an advance of $77,500 to the Company to facilitate the exercise of 775,000 Winshear warrants at $0.10 per share. The advance was repaid on December 18, 2023 from the proceeds received from Winshear through the return of capital.

On July 26, 2024, the Company received a payment of US$4,950 (CDN$6,676) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period January 1 to March 31, 2024.

On August 7, 2024, the Company received a payment of US$4,950 (CDN$6,773) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period April 1 to June 30, 2024.

On September 11, 2024, the Company received a payment of US$100,000 (CDN$135,610) from Winshear, in respect of the 2024 advance royalty payment due September 19, 2024.

On December 19, 2024, stock options to purchase up to 745,000 common shares of the Company at an exercise price of $0.25 per share, granted on December 19, 2019, expired unexercised. 250,000 of these were held by the President and CEO, 75,000 by a director and 75,000 by a former director.

At December 31, 2024, $48,171 (December 31, 2023 - $238,378) included in accounts payable and accrued liabilities was owing to related parties. These amounts are unsecured, non-interest bearing, with no fixed terms of repayment. As at December 31, 2024, $16,097 was due from associate (December 31, 2023 - $nil).

SUBSEQUENT EVENTS

Expiry of Stock Options

On January 8, 2025, stock options to purchase up to 150,000 common shares of the Company at an exercise price of $0.30 per share, granted on September 20, 2020, up to 350,000 common shares of the Company at an exercise price of $0.33 per share, granted on July 17, 2021, up to 75,000 common shares of the Company at an exercise price of $0.11 per share, granted on November 29, 2022 and up to 150,000 common shares of the Company at an exercise price of $0.15 per share, granted on December 15, 2023, to a former director of the Company expired unexercised in accordance with the terms of the Plan.

On April 8, 2025, stock options to purchase up to 250,000 common shares of the Company at an exercise price of $0.17 per share, granted on April 8, 2022 to two consultants, expired unexercised.

Amount Due from Associate

On February 14, 2025, the Company received a payment of US$11,187 (CDN$16,097) from its associate Winshear, in respect of the reimbursement of amounts owing to the Company for the period July 1 to December 31, 2024.

Advances from Related Party

From January to April 2025, aggregate advances of $216,182 were made to the Company by the President and CEO, a company wholly-owned by him and a company wholly-owned by his wife. The advances, which are unsecured, non-interest bearing and have no fixed terms for repayment, were made to fund the Company’s ongoing operations until an alternate source of funding becomes available.

Investment in Associate

On April 11, 2025, the Company received notice from Winshear that it has decided to relinquish the Gaban gold and Ica IOCG projects and has offered the return of these projects to Palamina. On April 13, 2025, Palamina notified Winshear that it intends to take back ownership of both projects subject to certain due diligence matters.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

As a result of this development, Palamina sold its entire investment in Winshear (the “Winshear Shares”) by selling 4,833,000 Winshear Shares at $0.06 per share on April 25, 2025, and 333 Winshear Shares on April 28, 2025 at $0.065 per share for aggregate gross proceeds of $290,002.

OUTSTANDING CAPITAL AND SHARE DATA

Palamina’s authorized capital stock consists of an unlimited number of common shares without par value. As at April 30, 2025, there were 71,634,836 common shares issued and outstanding.

As at April 30, 2025, the Company also had the following items issued and outstanding:

6,021,000 common share purchase warrants at a weighted average exercise price of $0.25.
4,165,000 stock options at a weighted average exercise price of $0.17.

DIVIDENDS

The Company has neither declared nor paid any dividends on its Common Shares. The Company intends to retain its earnings, if any, to finance growth and expand its operation and does not anticipate paying any dividends on its Common Shares in the foreseeable future.

OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2024, the Company has not entered into any off-balance sheet arrangements.

PROPOSED TRANSACTIONS

In the normal course of business, the Company evaluates property acquisition and sale transactions and, in some cases, makes proposals to acquire or sell such properties. These proposals, which are usually subject to Board and sometimes regulatory and shareholder approvals, may involve future payments, share issuances and property work commitments. These future obligations are usually contingent in nature and generally the Company is only required to incur the obligation if it wishes to continue with the transaction.

As of April 30, 2025, there are no material property acquisitions or possible transactions that the Company is examining.

FINANCIAL INSTRUMENTS

The Company manages its exposure to a number of different financial risks arising from its operations as well as its use of financial instruments including market risks (commodity prices, foreign currency exchange rate and interest rate), credit risk and liquidity risk through its risk management strategy. The objective of the strategy is to support the delivery of the Company’s financial targets while protecting its future financial security and flexibility.

Financial risks are primarily managed and monitored through operating and financing activities and, if required, through the use of derivative financial instruments. The Company does not use derivative financial instruments for purposes other than risk management. The financial risks are evaluated regularly with due consideration to changes in the key economic indicators and up to date market information. A summary of the Company’s risk exposures as it relates to financial instruments are reflected below:

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and the prices of commodities and equities.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, particularly as they relate to gold and silver to determine the appropriate course of action to be taken by the Company.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cash bears interest at market rates. In the event that the Company held interest bearing debt, the Company could be exposed to interest rate risk. The Company does not have any interest-bearing debt. Other current financial assets and liabilities are not exposed to interest rate risk because of their short-term nature.

Foreign currency risk

The Company's exploration activities are conducted primarily in Peru. Major purchases and exploration expenditures are transacted in Peruvian soles and U.S. dollars. Administrative expenditures and cash and cash equivalents balances are primarily transacted in Canadian dollars. The Company has exposure to foreign currency risk. The Company mitigates the risk of foreign currency fluctuations by converting Canadian currency to Peruvian soles and U.S. dollars when required to fund expenditures in those currencies.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash. The Company has reduced its credit risk by investing its cash with a Canadian chartered bank.

Liquidity risk

The Company's approach to managing liquidity risk is to endeavor to have sufficient liquidity to meet liabilities when due. As at December 31, 2024, the Company had current assets of $233,548 (December 31, 2023 - $3,250,821) including cash of $87,913 (December 31, 2023 - $3,040,172) to settle current liabilities of $635,317 (December 31, 2023 - $768,004) resulting in a working capital deficit at December 31, 2024 of $401,769 (December 31, 2023 - $2,482,817 working capital surplus).

The Company's financial assets and liabilities as at December 31, 2024 and 2023 were as follows:

	Amortized Cost	FVTPL	Total
December 31, 2023
Financial assets
Cash	$ 3,040,172	$ -	$ 3,040,172
Financial liabilities
Accounts payable and accrued liabilities	$ 768,004	$ -	$ 768,004
December 31, 2024
Financial assets
Cash	$ 87,913	$ -	$ 87,913
Due from associate	$ 16,097	$ -	$ 16,097
Financial liabilities
Accounts payable and accrued liabilities	$ 635,317	$ -	$ 635,317

The fair values of these financial instruments approximate their carrying values because of their short-term nature.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Sensitivity analysis

Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over the next 12-month period:

(i) Interest rate risk is limited to cash and cash equivalents balances, primarily held in Canadian and US dollars in Canada.

(ii) The Company’s subsidiaries hold financial assets and liabilities denominated in the U.S. dollar and Peruvian Sol, that give rise to foreign exchange risk. If the U.S. dollar rose or fell in relation to the Canadian dollar by 5% with all other variables held constant, net comprehensive loss for the year ended December 31, 2024 would have been approximately $1,000 higher/lower. If the Peruvian Sol rose or fell in relation to the Canadian dollar by 5% with all other variables held constant, accumulated other comprehensive loss for the year ended December 31, 2024 would have been approximately $100 higher/lower.

(iii) Commodity price risk could adversely affect the Company. In particular, the Company’s future profitability and viability from mineral exploration depends upon the world market price of valuable minerals. Commodity prices have fluctuated significantly in recent years. There is no assurance that, even if commercial quantities of valuable minerals may be produced in the future, a profitable market will exist for them. As of December 31, 2024, the Company is not a producer of minerals. As a result, commodity price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Company’s liquidity and its ability to meet its ongoing obligations.

GOING CONCERN

The audited consolidated financial statements of the Company have been prepared on the basis that the Company will continue as a going concern, which presumes that it will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has no history of operations and is in the early stage of development. Due to continuing operating losses, the application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations or in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. It is not possible to predict whether such future financing will be available, or if available, will be on reasonable terms, or if the Company will attain profitable levels of operations. Palamina does not currently have adequate cash resources to fund its operations over the next twelve months and will require additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing level of corporate overhead and discharge its liabilities as they come due. There can be no certainty of the ability of the Company to raise sufficient additional funding in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The audited consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. If management is unsuccessful in securing capital, the Company’s assets may not be realized or its liabilities discharged at their carrying amounts and these differences could be material. Changes in future conditions could require material write-downs of the carrying amounts of mineral properties.

USE OF ESTIMATES AND JUDGMENT

The preparation of these financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the financial statements. On an

Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates and judgements, relate to the valuation of share-based payments, determination of functional currency, tax provisions, determination of significant influence and impairment of investment in associate, and contingencies. Significant estimates and judgments made by management in the preparation of these financial statements are outlined below:

Share-based Payment Transactions

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model. This estimate also requires determining the most appropriate inputs to the Black-Scholes valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 10 to the audited financial statements.

Functional Currency

The determination of the Company's functional currency requires analyzing facts that are considered primary factors, and if the result is not conclusive, the secondary factors. The analysis requires the Company to apply significant judgment since primary and secondary factors may be mixed. In determining its functional currency the Company analyzed both the primary and secondary factors, including the currency of the Company's operating costs in Canada, Peru, and Mexico and sources of equity financing.

Tax Provisions

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made. Value-added taxes receivable are stated after evaluation as to their collectability and an appropriate allowance for doubtful accounts is provided where considered necessary. The determination of the appropriate allowance for doubtful accounts requires the application of significant judgment with respect to the collectability of the amounts outstanding and is based on historical experience.

Determination of Significant Influence and Impairment of Investment in Associate

Effective September 19, 2019, which is the date of acquisition, the Company has classified Winshear Gold Corp. as an associate based on management's judgment that the Company has significant influence through board representation and voting rights.

Impairment exists when the carrying value of the investment in associate exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The determination of impairment requires significant judgement and can be triggered by significant adverse changes in the market, economic or legal environment in which the associate operates.

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Palamina Corp.
Management's Discussion & Analysis
For the Year Ended December 31, 2024

MATERIAL ACCOUNTING POLICIES

The Company's material accounting policies are described in Note 3 to the audited financial statements for the year ended December 31, 2024. The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from those estimates. The following is a list of the accounting policies that management believes are critical, due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability and expense being reported:

(a) Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries: Palamina S.A.C. and Sociedad Minera Vicus Exploraciones S.A.C., companies based in Peru and Palamina S.A. de C.V., a company based in Mexico.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases.

All inter-company transactions, balances, income and expenses are eliminated on consolidation.

(b) Mineral properties

All exploration and evaluation costs, including the cost of acquiring exploration rights are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, in which case subsequent exploration costs and the costs incurred to develop a property are capitalized to mineral properties or property, plant and equipment ("PPE"). On the commencement of commercial production, depletion of each mining property will be provided on a unit-of-production basis using estimated reserves as the depletion base. Consideration received under mineral property option agreements, including advance royalty payments, is recorded as other income.

(c) Decommissioning, restoration and similar liabilities ("Asset retirement obligation" or "ARO")

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and PPE, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is expensed as incurred. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. As at December 31, 2024 and 2023 there were no AROs.

(d) Income (loss) per share

The basic income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The diluted income (loss) per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The dilutive effect of outstanding options and warrants is calculated assuming that all common share equivalents have been exercised at the beginning of the year (or at the time of issuance, if later), and that

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Palamina Corp.
Management’s Discussion & Analysis
For the Year Ended December 31, 2024

the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period. Certain in-the-money outstanding stock options of the Company were dilutive for the year ended December 31, 2023. The diluted income per share calculation for the year ended December 31, 2023, includes 1,110,000 in-the-money stock options exercisable at $0.11 per share. All outstanding options and warrants were anti-dilutive as at and for the year ended December 31, 2024.

(e) Financial Assets

All financial assets are initially recorded at fair value and designated upon inception into one of the following categories: fair value through profit or loss ("FVTPL"), fair value through other comprehensive income ("FVOCI") or amortized cost.

Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through net income (loss).

Financial assets classified as amortized cost are initially measured at fair value. Subsequently they are measured at amortized cost. The Company's cash and due from associate are designated as amortized cost.

Financial assets classified as FVOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss). As at December 31, 2024 and 2023, the Company had no assets classified as FVOCI.

Transaction costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

The Company's financial assets subject to impairment are receivables which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable has been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

(f) Financial liabilities

All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or amortized cost.

Financial liabilities classified as amortized cost are initially recognized at fair value less directly attributable transaction costs. After initial recognition, they are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period. The Company's accounts payable and accrued liabilities are classified as amortized cost.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL are recognized through the statement of loss. At December 31, 2024 and 2023, the Company has not classified any financial liabilities as FVTPL.

(g) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of comprehensive loss, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

(h) Cash

Cash held in Canada consists of cash on deposit with a major Canadian bank. The remainder of the Company’s cash is held in banks in Peru. Cash is measured at amortized cost.

(i) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(j) Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company is the Canadian dollar and the functional currency of Palamina Mexico is the Mexican Peso. The functional currency of Palamina Peru and Vicus is the U.S. dollar. The consolidated financial statements are presented in Canadian dollars which is the Company’s presentation currency.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income (loss).

Group companies

The results and financial position of entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- assets and liabilities are translated at the closing rate at the date of that statement of financial position,
- income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the date of the transaction), and
- all resulting exchange differences are recognized as a separate component of equity.

(k) Equipment

Equipment is measured at cost less accumulated depreciation and any impairment losses.

Depreciation is recognized in net loss and is calculated as follows:
Vehicles and equipment
20% declining

(l) Share-based payments

Share-based payment transactions

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

Share based payment transactions involving non-employees are measured at the estimated fair value of the goods or services received. In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment.

Equity-settled transactions

The costs of equity-settled transactions with employees are measured by reference to the estimated fair value of the equity instruments at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share option reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided, that all other performance and/or service conditions are satisfied.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

For those stock options and warrants that are cancelled or expire unexercised, the recorded value is transferred to deficit.

(m) Investment in associate

Associates are entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Investments over which the Company has the ability to significantly influence are initially recorded at cost. When the initial recognition of the investment in the associate occurs as a result of a loss of control of a former subsidiary, the fair value of the retained interest in the former subsidiary on the date of the loss of control is deemed to be the cost on initial recognition. Investment income (loss) is calculated using the equity method.

The Company’s share of the associate’s profit or loss is recognized in the statement of income (loss) and its share of movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Company’s share of losses in an associate, equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the statement of income (loss).

Profits and losses resulting from upstream and downstream transactions between the Company and its associate are recognized in the Company’s financial statements only to the extent of unrelated investors’ interests in the associate. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Dilution gains and losses arising in investments in associates are recognized in the statement of income (loss).

The investment account of the investor reflects:

i) the cost of the investment in the investee;
ii) the investment income or loss (including the investor’s proportionate share of discontinued operations and extraordinary items) relating to the investee subsequent to the date when the use of the equity method first became appropriate; and
iii) the investor’s proportion of dividends paid by the investee subsequent to the date when the use of the equity method first became appropriate.

(n) Income tax

Income tax expense is comprised of both current and deferred income taxes. Income tax expense is recognized in the statement of income (loss) and comprehensive income (loss) except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Deferred income tax is provided for temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(o) New accounting policies

New Standards Issued and Adopted

The Company adopted the following accounting standards and amendments to accounting standards, effective January 1, 2024:

On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that:

settlement of a liability includes transferring a company’s own equity instruments to the counterparty, and
when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity.

The amendments have been adopted by the Company, however the amendments did not result in any changes to the financial statements.

Standards and Amendments Issued But Not Yet Effective

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact on the Company and have been excluded.

Standards issued, but not yet effective or adopted include:

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which is intended to give investors more transparent and comparable information about companies’ financial performance, thereby enabling better investment decisions. IFRS 18 introduces new sets of requirements to improve companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies through

Improved comparability in the statement of profit or loss or income statement;
Enhanced transparency of management-defined performance measures; and
More useful grouping of information in the financial statements.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged.

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

In May 2024, the IASB issued amendments to the classification and measurement requirements in IFRS 9. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These include:

Clarifying the classification and assessment of contractual cash flows of financial assets with environmental, social and corporate governance (“ESG”).
Settlement of liabilities through electronic payment systems - the amendments clarify the date on which a financial asset or financial liability is derecognized. The IASB also decided to develop an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met.

With these amendments, the IASB has also introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features, for example features tied to ESG-linked targets. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

Annual improvements to IFRS Accounting Standards

In July 2024, the IASB issued narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its regular maintenance of the Standards. The amended Standards are:

IFRS 1 First-time Adoption of International Financial Reporting Standards;
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
IFRS 9 Financial Instruments;
IFRS 10 Consolidated Financial Statements; and
IAS 7 Statement of Cash Flows.

The amendments are effective for annual periods beginning on or after January 1, 2026, with earlier application permitted. Annual improvements are limited to changes that either clarify the wording in an IFRS Accounting Standard or correct relatively minor unintended consequences or oversights in the Accounting Standards. They also correct minor conflicts between the requirements of the Accounting Standards

COMMITMENTS AND CONTINGENCIES

Under the terms of the Company’s mining concessions, the Company must make periodic tax payments and perform minimum levels of exploration to maintain these concessions in good standing. Failure to meet these requirements would lead to the forfeiture of the Company’s rights to these properties.

The Company’s exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Palamina Peru has committed to making remaining payments totaling US$17,000 in 2025 in respect of its office in Lima, Peru, at a rate of US$1,700 per month.

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Palamina Corp.

Management’s Discussion & Analysis
For the Year Ended December 31, 2024

OTHER RISK FACTORS

There are a number of risks and uncertainties that may have a material and adverse impact on the future operating and financial performance of Palamina and could cause Palamina’s proposed plans, prospects, strategies, events, operating and financial performance and results to differ materially from the estimates described in forward-looking statements and forward-looking information in this MD&A related to Palamina. These include widespread risks associated with any form of business and specific risks associated with Palamina’s business and its involvement in the early-stage exploration and development industry. An investment in Palamina Shares, as well as Palamina’s prospects, is highly speculative due to the high-risk nature of its business and the early stage of its exploration and development activities, as well as due to the limited assets and cash resources of Palamina. Shareholders of Palamina may lose their entire investment. The risks described below are not the only ones facing Palamina. Additional risks not currently known to Palamina, or that Palamina currently deems immaterial, may also impair Palamina’s proposed plans, prospects, strategies, events, business, operations, financial performance and results. If any of the following risks actually occur, Palamina’s plans, strategies, events, business, financial performance and condition, results and prospects could be adversely affected.

Exploration, Development and Operating Risks

Mining operations generally involve a high degree of risk. Palamina’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, precious metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration, development and mining of any of Palamina’s exploration properties is furthermore subject to a number of macroeconomic, legal and social factors, including the price of gold, silver and copper, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable adequate machinery, equipment or labour and obtaining necessary services in jurisdictions in which Palamina operates. Unfavourable changes to these and other factors have the potential to negatively affect Palamina’s business, plans, prospects, strategies, financial performance and condition and results.

The exploration for and development of mineral deposits is a speculative venture involving significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate or even mitigate. While the discovery of a commercially viable ore body may result in an increase in value for shareholders, few mineral properties which are explored are ultimately developed into producing mines. At present, none of the Company’s properties have a known body of bankable commercial ore and the proposed exploration programs are exploratory. There is no certainty that the expenditures made by Palamina towards the exploration and evaluation of mineral deposits on its properties will result in discoveries or production of commercial quantities of gold or other minerals.

Substantial expenditures may be required to locate, evaluate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site, and substantial additional financing will be required. It is impossible to ensure that Palamina will be able to secure the necessary financing needed to pursue the exploration or development activities planned by Palamina or that its activities will result in an economically viable or profitable commercial mining operation. The decision as to whether a particular property contains a commercial mineral deposit and should or could be brought into production will depend on the results of exploration programs and/or geological and other studies, and the recommendations of duly qualified engineers and geologists. Several significant factors will be considered, including, but not limited to: (i) the particular attributes of the deposit, such as size, grade, metallurgical characteristics, and proximity to infrastructure; (ii) mineral prices, which are highly cyclical; (iii) government regulations, including regulations relating to prices,

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

taxes, royalties, land tenure, land use, permitting, importing and exporting of minerals and environmental protection; (iv) available working capital and ongoing costs of exploration and development; (v) availability, terms and cost of additional funding; and (vi) local community and landowner opposition to access mineral rights. The exact effect of these factors cannot be accurately predicted, but one or any combination of these factors may result in Palamina not being able to pursue its business plans or strategy or its shareholders not receiving an adequate return on invested capital.

Early Stage Status and Nature of Exploration

The terms “Resource(s)” or “Reserve(s)” cannot be used to describe any of the Palamina’s exploration properties due to the early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if further exploration will result in the determination of any mineral resource. Any information, including quantities and/or grade, described in this MD&A should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the viability or profitability of future operations.

Few properties that are explored are ultimately developed into producing mines. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

The economics of exploring and developing mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of mining and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current planned exploration and development programs of Palamina will result in economically viable or profitable commercial mining operations. The profitability of Palamina’s operations will be, in part, directly related to the costs and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral reserves that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on those properties that are actually developed.

No assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as a resource, or that any such mineral resource will ever qualify as a commercially viable (or mineable) deposit which can be legally and economically exploited. Where expenditures on a property have not led to the discovery of mineral reserves, incurred expenditures will generally not be recoverable.

Additional Capital

Palamina plans to focus on evaluating its properties and exploring for minerals and will use its working capital to carry out such activities. However, the exploration and development of Palamina’s exploration properties is expected to require substantial additional financing. The ability of Palamina to arrange such additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the business and performance of Palamina. Failure to obtain additional financing could result in delaying or indefinite postponement of exploration, development or production on any or all of Palamina’s exploration properties or a loss of a property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Palamina. If additional financing is raised by Palamina through the issuance of securities from treasury, control of Palamina may change and security holders may suffer potentially significant dilution.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Joint Ventures and Subsidiaries

Palamina may, in the future, operate some of its activities and properties through joint ventures, subsidiaries, options, earn-ins or similar arrangements in order to fully exploit the exploration and production potential of its exploration assets. There can be no assurance that Palamina will be able to identify and successfully negotiate joint venture or similar arrangements with third parties on terms that are favourable to Palamina, or at all. Palamina may, in the future, be unable to meet its share of costs incurred under such arrangements and may have its property interests subject to such arrangements reduced as a result or even face termination of such arrangements.

Palamina is also subject to the typical risks associated with joint ventures and similar arrangements, including disagreement on how to develop, operate or finance the properties and activities and contractual and legal remedies of Palamina’s partners in the event of such disagreements. In addition, any limitation on the transfer of cash or other assets between Palamina and such entities, or among such entities, could restrict Palamina’s ability to fund its activities efficiently. Any such limitations or the perception that such limitations may exist now or in the future, could have an adverse impact on Palamina’s business, plans, prospects, value and stock price.

No History of Operations

Palamina is an early-stage exploration and development company and has no history of mining or refining mineral products. As such, Palamina is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that Palamina will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations.

No History of Earnings

Palamina has not yet commenced operations and therefore has no history of earnings or of a return on investment, and there is no assurance that certain of its property interests or other assets will be economically viable or will be advanced to generate earnings, operate profitably or provide a return on investment in the future. No operating revenues are anticipated until one of Palamina’s projects comes into production, which may or may not occur. Palamina will continue to experience losses unless and until it can successfully develop and begin profitable commercial production at one of its mining properties. There can be no assurance that Palamina will be able to do so.

No History of Profitability

Palamina is an early exploration and development stage company with no history of revenues or profitability. There can be no assurance that the activities of Palamina will be economically viable or profitable in the future. Palamina will require additional financing to further explore, develop, acquire, and achieve commercial production on its property interests and, if financing is unavailable for any reason, Palamina may become unable to acquire and retain its property interests and carry out its business plan.

Market Price and Trading of Palamina’s Shares

Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the Palamina Shares is also likely to be significantly affected by its financial condition and results.

As a result of any of these factors, the market price of the Palamina Shares at any given point in time may not accurately reflect Palamina’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Palamina may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Industry and Economic Factors Affecting Palamina

Palamina is a junior resource company focused primarily on the evaluation, exploration and development of mineral properties and potential acquisition of mineral properties in the future. Palamina’s future performance is largely tied to the financial markets related to junior resource companies, which is often cyclical. Palamina will continuously monitor several economic factors including the uncertainty regarding the price of gold, silver and copper and the availability of equity financing for the purposes of mineral exploration and development. Palamina’s future performance is largely tied to its ability to raise additional financing needed to fund its ongoing exploration and operating activities and to pursue the exploration and the development of its mineral property interests and the overall financial markets. Financial markets in the mining sector are likely to continue to be volatile reflecting ongoing concerns about the global economy, and the general pessimistic outlook in the mining sector. Companies worldwide have been affected negatively by these trends. As a result, Palamina may have difficulties raising equity financing needed for the purposes of mineral exploration and development, particularly without excessively diluting the interests of its current shareholders. With continued market volatility expected, Palamina’s current strategy is to continue a modest exploration program on its properties using existing cash and funds generated through equity financings if and when available and to seek out other prospective business opportunities, including entering into option arrangements and/or joint ventures. Palamina believes that this focused strategy will enable it to pursue its business strategy and plans in the near term. These trends may limit Palamina’s ability to develop and/or further explore its properties, and/or acquire other property interests that could be acquired in the future. Management will monitor economic conditions and estimate their impact on Palamina’s plans, strategies and activities and incorporate these estimates in short-term operating and longer-term strategic decisions.

Reliance on a Limited Number of Properties

The only material property interests of Palamina are its interests in Peru where the Coasa property is a material property for purposes of NI 43-101. While Palamina may seek to acquire additional mineral properties that are consistent with its business objectives, there can be no assurance that Palamina will be able to identify suitable additional mineral properties or, if it does identify suitable properties, that it will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to Palamina or at all.

Commodity Prices

The price of Palamina’s securities, its financial condition and results, and its access to the capital required to finance its exploration activities may in the future be adversely affected by declines in the price of precious and base metals and, in particular, the price of gold and silver. Base and precious metal prices fluctuate widely and are affected by numerous factors beyond Palamina’s control such as the sale or purchase of base and precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. If these or other factors continue to adversely affect the price of base and precious metals, the market price of Palamina’s securities may decline. A severe decline in the price of a mineral being explored or produced or expected to be explored or produced by Palamina would have a material adverse effect on Palamina, and could result in the suspension of exploration or development of properties by Palamina.

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Palamina Corp.

Management’s Discussion & Analysis
For the Year Ended December 31, 2024

Insurance and Uninsured Risks

Palamina’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties, personal injury or death, environmental damage to Palamina’s exploration properties or the properties of others, delays in the ability to undertake exploration, monetary losses and possible legal liability.

Palamina does not currently maintain insurance in respect of suck risks. Although Palamina may in the future maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, such insurance even if obtained will not cover all the potential risks associated with a mining company’s operations. Palamina may also be unable to obtain and maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not generally available to Palamina or to other companies in the resource industry on acceptable terms. Palamina might also become subject to liability for pollution or other hazards which it may not be insured against or which Palamina may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Palamina to incur significant costs that could have a material adverse effect upon its business, plans, prospects, financial performance and condition and results. The payment of such liabilities could reduce or eliminate Palamina’s available funds or could exceed the funds available to Palamina to pay such liabilities and result in bankruptcy.

Environmental Risks and Hazards

The mining and mineral processing industries are subject to extensive environmental regulation for the protection of the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. These regulations may adversely affect Palamina or require it to expend significant funds. There is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for Palamina to remain in compliance with such laws and regulations.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect Palamina’s operations. Environmental hazards may exist on the properties on which Palamina holds interests which are unknown to Palamina at present and which have been caused by previous or existing owners or operators of the properties or by current or previous surface rights owners.

Palamina cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect its business, plans and financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely affect Palamina.

Permitting

Palamina’s current and anticipated future activities will require approvals and permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, exploration, development, mining, production, taxes, labour standards, health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There is no assurance that delays will not occur in connection with obtaining all such necessary approvals and permits for the existing activities or additional approvals or permits for any

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

possible future changes to operations. Prior to any development on any of its properties, Palamina must receive permits from appropriate governmental authorities. There can be no assurance that Palamina will obtain or continue to hold all permits necessary to develop or continue its activities at any particular property. Delays in obtaining or a failure to obtain any licenses or permits or extensions thereto, challenges to the issuance of such licenses or permits, whether successful or unsuccessful, changes to the terms of such licenses or permits or a failure to comply with the terms of any such licenses or permits that Palamina has obtained, could have a material adverse effect on Palamina by delaying or preventing or making more expensive exploration and/or development.

Title to Mining Concessions

The acquisition of the right to explore and/or exploit mineral properties is a detailed and time-consuming process. Although Palamina has either obtained title opinions or reviewed title for its properties, there is no guarantee that title to such property interests will not be challenged or impugned. Palamina’s mineral properties may be subject to prior registered or unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects and land claims. A successful challenge to the validity of, or the precise area and location of, these claims could result in Palamina being unable to operate on its properties as permitted or being unable to enforce its rights with respect to its properties.

Further, in order to maintain the mining concessions, Palamina must incur certain minimum exploration expenditures annually or risk forfeiture of the mining concessions and any such expenditure made to such time. In light of Palamina’s cash resources anticipated following the completion of the Arrangement, and in the absence of Palamina obtaining additional sources of funding, it is possible that Palamina may not be able to continue to commit the required minimum exploration expenditures required for its properties beyond the near-term.

Infrastructure

Development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, and government or other interference in the maintenance or provision of such infrastructure could adversely affect Palamina’s business, plans, prospects, financial condition and results.

Competition

The resource and mining exploration industry is intensely competitive in all of its phases. As a result of this competition, some of which is with significantly larger, established mining companies with substantial capabilities and greater financial and technical resources than Palamina, Palamina may be unable to continue to explore and develop its existing properties, or to acquire additional mineral properties in the future. Palamina may also encounter increasing competition from other resource and mining companies, many of which are significantly larger with significantly greater resources, in its efforts to hire experienced mining professionals.

Government Regulation

The mineral exploration activities (as well as the potential for eventual mining, processing and development activities) of Palamina will be subject to extensive laws and regulations governing prospecting, exploration, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, waste disposal, water use, land claims of local people, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.

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Palamina Corp.

Management’s Discussion & Analysis
For the Year Ended December 31, 2024

Government approvals, approval of the local population and permits are currently, and may in the future be required in connection with Palamina’s proposed activities. To the extent such approvals are required and not obtained, Palamina may be curtailed or prohibited from continuing its exploration or development activities or from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties or mining operations may be required to compensate those suffering loss or damage by reason of their activities and may have civil or criminal fines or penalties imposed for violations of applicable laws. Regulators in Peru have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.

Palamina’s mineral exploration and development activities may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase royalties payable or the costs related to Palamina’s activities or maintaining its properties. Operations may also be affected in varying degrees by government regulations with respect to restrictions on exploration, development, production, price controls, government imposed royalties, claim fees, export controls, income taxes, and expropriation of property, environmental legislation and mine safety. The effect of these factors cannot be accurately predicted. Although Palamina’s exploration and development activities are expected to be carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration or development.

Furthermore, any shift in political attitudes, or amendments to current laws and regulations governing activities of exploration, development, mining or milling or more stringent implementation thereof are beyond the control of Palamina and could have a substantial adverse impact on Palamina.

Foreign Operations

Palamina’s material exploration property is located in Peru and are subject to those jurisdiction’s laws. As such, Palamina’s activities will be and may increasingly be exposed to various levels of political, economic and other risks and uncertainties. Palamina believes the present attitude of Peru to foreign investment and resource exploration to be favourable, but investors should assess the political risks of investing in a foreign country. These risks and uncertainties vary from country to country and include, but are not limited to: terrorism; hostage taking; military repression; fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; and changing political conditions and governmental regulations, including changing environmental legislation.

Peru is working to develop greater political and economic stability. However, Peru continues to experience heightened levels of political and economic instability due to regional geopolitical instability. These conditions may be exacerbated by current global economic conditions. This instability may cause changes to existing governmental regulations affecting mineral exploration and mining activities, and exposes Palamina to various risks associated with emerging markets, and/or may have a material adverse effect on Palamina’s plans, properties, business, financial condition and results. While Palamina intends to implement various controls relative to its operations, including controls ensuring compliance with the Corruption of Foreign Public Officials Act, there is no assurance that such controls will eliminate such risks.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

These controls in conjunction with future periodic site visits are anticipated to provide management with the necessary internal controls relative to the operations in Peru. Palamina will also monitor the business and regulatory environment of Peru in order to minimize the potential impact on costs and operations.

Variations from the current regulatory, economic and political climate could have an adverse effect on the affairs of Palamina. Changes, if any, in resource exploration or investment policies or shifts in political attitudes in Peru may adversely affect its activities or viability. Activities may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on operations, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the plans, properties, business, financial condition or results of Palamina.

In addition, in the event of a dispute arising from foreign operations, Palamina may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. It is not possible for Palamina to accurately predict such developments or changes in laws or the extent to which any such developments or changes may have a material adverse effect on Palamina’s business.

Influence of Third Party Stakeholders

Some of the lands in which Palamina holds an interest, or the exploration equipment and roads or other means of access which Palamina intends to utilize in carrying out its work programs or general business activities, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims or do not consent to Palamina carrying on activities on lands subject to their interests or claims, Palamina’s work programs may be delayed or prevented, even if such claims are not meritorious. Such claims or delays may result in significant financial loss and loss of opportunity for Palamina.

Palamina may need to enter into negotiations with landowners and other groups in local communities in Peru in order to conduct further exploration and development work on its properties. There is no assurance that future discussions and negotiations will result in agreements with landowners and other local community groups in Peru or if such agreements will be on terms acceptable to Palamina so that Palamina may continue to conduct exploration and development activities on these properties.

Share Price Fluctuations

In recent years, securities markets have experienced a high level of price and volume volatility. The securities of many companies, particularly those considered exploration-stage companies such as Palamina, have experienced wide fluctuations in market prices which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that the price of the Palamina Shares will be unaffected by any such volatility. The market price of the shares of mineral resource companies is also significantly affected by short-term changes in commodity prices, precious and base metal prices or other mineral prices.

Acquisitions and Integration

From time to time, Palamina may examine opportunities to acquire additional exploration and/or mining assets and businesses. Any acquisition that Palamina may choose to complete may be of a significant size relative to the size of Palamina, may change the nature or scale of Palamina’s business and activities, and may expose Palamina to new geographic, political, operating, financial and geological risks. Palamina’s success in its acquisition activities, if any, depends upon its ability to obtain additional sources of financing,

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate any acquired operations successfully with those of Palamina. Any acquisitions would be accompanied by risks. In the event that Palamina chooses to raise debt capital to finance any such acquisitions, Palamina’s leverage will be increased. If Palamina chooses to use equity as consideration for such acquisitions, existing shareholders may suffer significant dilution. There can be no assurance that Palamina would be successful in obtaining additional sources of financing or in overcoming these risks or any other problems encountered in connection with such acquisitions.

Management of Growth

Palamina may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of Palamina to manage growth effectively will require it to continue to implement and improve its operations and financial systems and to expand, train and manage its employee base. The inability of Palamina to deal with this growth could have a material adverse impact on its business, plans, operations and prospects.

Dilution

Financing the development of a mineral property through to production, should feasibility studies show it is recommended, would be expensive and Palamina would require additional monies to fund development and exploration programs and potential acquisitions. Palamina cannot predict the size of future issuances of Palamina Common Shares or the issuance of debt instruments or other securities convertible into Palamina Common Shares. Likewise, Palamina cannot predict the effect, if any, that future issuances and sales of Palamina’s securities will have on the market and market price of the Palamina Shares. If Palamina raises additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders. Sales of substantial numbers of Palamina securities, or the availability of such Palamina securities for sale, could adversely affect the market, liquidity and any prevailing market prices for Palamina’s securities.

Dividend Policy

No dividends on the Palamina Common Shares have been paid by Palamina to date. Payment of any future dividends will be at the discretion of Palamina’s board of directors after taking into account many factors, including Palamina’s operating results, financial condition and current and anticipated cash needs. At this time, Palamina has no source of cash flow and anticipates using all available cash resources towards its stated business objectives and retaining all earnings, if any, to finance its business activities.

Key Personnel

Palamina’s development will be dependent on the efforts of key management and potentially other key personnel. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The loss of any of these people, particularly to competitors, could have a material adverse effect on Palamina’s business. Further, with respect to the future development of Palamina’s exploration properties, it may become necessary to attract both international and local personnel for such development. The marketplace for key skilled personnel is highly competitive, which means the cost of hiring, training and retaining such personnel may increase. Factors outside Palamina’s control, including competition for human capital and the high level of technical expertise and experience required to executive this development, will affect Palamina’s ability to identify and retain the specific personnel required.

Due to the relatively small size of Palamina, the loss of key personnel or Palamina’s inability to attract and retain additional highly skilled employees or consultants may adversely affect its business, activities and future plans. Palamina does anticipate carrying any “key person” life insurance in respect of any of its directors, officers or other employees.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Risk of Litigation

Palamina may become involved in disputes with other parties in the future which may result in litigation or other legal proceedings. The results of legal proceedings cannot be predicted with certainty. If Palamina is unable to resolve these disputes favourably, it may have a material adverse impact on the ability of Palamina to carry out its business plan.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Conflicts of Interest

Certain of the directors and officers of Palamina also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving Palamina will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Palamina and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the OBCA and other applicable laws.

Cautionary Note Regarding Forward-Looking Information

Except for statements of historical fact relating to Palamina, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future price of precious and/or base metals; success of exploration activities; cost and timing of future exploration and development; requirements for additional capital and other statements relating to the financial and business prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration results will not be consistent with the Company’s expectations; timing and availability of external financing on acceptable terms and in light of the current decline in global liquidity and credit availability; the uncertainty of conducting activities within a joint venture structure; currency exchange rates; government regulation of mining operations; failure of equipment or processes to operate as anticipated; risks inherent in mineral exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations; and uncertain political and economic environments. Although management of Palamina has attempted to identify important factors that could cause actual results to differ materially from those

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Caution Regarding Adjacent or Similar Mineral Properties

This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the “SEC”) set forth in the SEC’s Industry Guide 7 (“SEC Industry Guide 7”) strictly prohibit information of this type in documents filed with the SEC. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefore or economics with respect thereto, are not indicative of mineral deposits on the Company’s properties or the potential production from, or cost or economics of, any future mining of any of the Company’s mineral properties.

Disclosure and Internal Controls

Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the financial statements.

In contrast to the certificate required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Form 52-109FV2), the Company utilizes the Venture Issuer Basic Certificate which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109 (“NI 52-109”). In particular, the certifying officers filing the Certificate are not making any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s IFRS.

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a Venture Issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

The Corporation’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for the design and effectiveness of disclosure controls and procedures (“DC&P”) and the design of international control over financial reporting (“ICFR”) to provide reasonable assurance that material information related to the Corporation is made known to the Corporation’s certifying officers. The Corporation’s CEO and the CFO have evaluated the design and effectiveness of the Corporation’s DC&P as of December 31, 2024, and have concluded that these controls and procedures are effective in providing reasonable assurance that material information relating to the Corporation is made known to them by others within the Corporation. The CEO and CFO have also evaluated the design and effectiveness of the Corporation’s ICFR as of December 31, 2024, and concluded that these controls and procedures are effective in providing reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner.

During the current period there have been no changes in the Corporation’s DC&P or ICFR that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Other MD&A Requirements

Additional Disclosure for Companies Without Significant Revenue

Additional disclosure concerning Palamina’s exploration and evaluation expenditures, mineral property costs and general and administrative expenses is provided in the Company’s audited consolidated financial statements and in Note 13 of the audited consolidated financial statements for the years ended December 31, 2024 and 2023 that are available on the Company’s website at www.palamina.com and on SEDAR+ at www.sedarplus.ca.

Approval

The Board of Directors of Palamina approved the disclosure contained in this MD&A on April 30, 2025. A copy of this MD&A will be provided to anyone who requests it from the Company.

Additional Information

Officers:

Andrew Thomson, President, Chief Executive Officer and Director
Michael Farrant, Chief Financial Officer and Corporate Secretary
Alvaro Fernandez-Baca, Vice-President, Exploration

Directors:

Peter Bojtos, P. Eng., Director (1) (2)
Alistair Waddell, Director (3) (4)
Sean Spraggett, Director (3) (4)
Andrew Thomson, President, Chief Executive Officer and Director

(1) Audit Committee Chair
(2) Corporate Governance and Compensation Committee Chair
(3) Member of the Audit Committee
(4) Member of the Governance and Compensation Committee

Legal Counsel, Auditors and Transfer Agent

WeirFoulds LLP, Legal Counsel
McGovern Hurley LLP, Auditors
Computershare Investor Services Inc., Transfer Agent

AI assistant

Palamina Corp. — Management Reports 2025

47307_rns_2025-04-30_963e3561-0351-44c2-891c-5779f7b730c4.pdf

PALAMINA CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

General

Caution Regarding Forward Looking Information

Qualified Person

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Overview

Corporate Highlights

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Operational Highlights

Peru Properties

LAND BANK OF GOLD PROJECTS IN THE PUNO OROGENIC GOLD BELT

Comparison with other Gold Projects in the POGB:

Usicayos Gold Project

Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

Palamina Corp.

Management’s Discussion & Analysis

Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

Palamina Corp.

Management’s Discussion & Analysis

Panorama Gold Project

Cristel Gold Project

Bendi Gold Project

Cori Gold Project

Inca Gold Project

LAND BANK OF COPPER PRECIOUS METAL PROJECTS

Galena Silver-Copper Polymetallic Project

Palamina Corp.

Management's Discussion & Analysis

For the Year Ended December 31, 2024

Sora Copper Gold Porphyry Project:

Volcano Copper Silver Project

COPPER SILVER PROJECT IN NORTHEASTERN PERU

Pluma Sedimentary Hosted Copper Silver Project

Palamina Corp.

Management’s Discussion & Analysis

Mexican Property

WINSHEAR GOLD CORP. (TSX-V: WINS) – FORMER EQUITY & ROYALTY PARTNER

Gaban Gold Project

Ica Iron Oxide Copper-Gold Project

Palamina Corp.

Management’s Discussion & Analysis

Overview of Financial Results

Three months ended December 31, 2024 vs. three months ended December 31, 2023

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Year ended December 31, 2024 vs. year ended December 31, 2023

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Selected Quarterly Financial Information

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Liquidity and Capital Resources

Working Capital and Financial Position

Year ended December 31, 2024 vs. year ended December 31, 2023

Operating Activities

Palamina Corp.

Management’s Discussion & Analysis

For the Year Ended December 31, 2024

Palamina Corp. Management Reports 2025