Quarterback Resources — Management Reports 2025

Jun 30, 2025

MANAGEMENT DISCUSSION FOR QUARTERBACK RESOURCES INC.

FOR THE SIX MONTHS ENDED APRIL 30, 2025
PREPARED AS OF JUNE 30, 2025

Background

This discussion and analysis of financial position and results of operations is prepared as at June 30, 2025 and should be read in conjunction with the audited financial statements and related notes as at and for the period from the Company's inception on April 16, 2024 to October 31, 2024, as well as the interim financial statements for the six-month period ended April 30, 2025. The interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Except as otherwise disclosed, all dollar figures included therein and the following management discussion and analysis ("MD&A") are quoted in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR+ at www.sedarplus.ca.

Cautionary Statement on Forward Looking Information

This Management's Discussion and Analysis may include forward-looking statements with respect to business plans, activities, prospects, opportunities and events anticipated or being pursued by the Company and the Company's future results. Although the Company believes the assumptions underlying such statements to be reasonable, any of the assumptions may prove to be incorrect. The anticipated results or events upon which current expectations are based may differ materially from actual results or events. Therefore, undue reliance should not be placed on such forward-looking information. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the uncertainty as to property development and exploration milestones (3) the risk that the Company does not execute its business plan, (4) inability to retain key employees, (5) inability to finance exploration and growth, and (6) other factors beyond the Company's control.

Forward-looking statements speak only as of the date of this MD&A and actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based may not occur. The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this MD&A and, subject to applicable securities laws, does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Overview

The Company was incorporated pursuant to the British Columbia Business Corporations Act on April 16, 2024 under the name "Quarterback Resources Inc." The Company is engaged in the business of mineral exploration in British Columbia and its objective is to locate and, if warranted, develop economic mineral properties.

On June 17, 2025, the Company's common shares became listed and commenced trading on the Canadian Securities Exchange ("CSE") under the symbol "QB".

The Company holds an option to acquire a 100% interest, subject to a 2% net smelter returns royalty, in 11 mining claims located in the Omineca Mining Division of British Columbia covering 11,110 hectares (the "Property").

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Twin Property

Quarterback commissioned and filed via SEDAR+ an independent technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") with respect to the Property. The NI 43-101 technical report recommended an additional phase of exploration on the Property consisting of prospecting, mapping, and sampling.

The Property is located in north-central British Columbia, approximately 150 km north-northwest of Fort St. James, in the Omineca Mining Division. The Property is underlain entirely by Crown Land and is situated within the traditional territory of the Takla First Nation (part of the Carrier Sekani Tribal Council) and of the Nak'azdli Whut'en First Nation. The project is centered at 55.66o N latitude and 125.30o W longitude on NTS map sheet 93N/11 and on TRIM maps 093N.064, 065, 074 and 075. Access to the Property is from Mackenzie or from Fort St. James, via a network of logging roads.

The Property is located 250 air-kilometres northwest of Prince George. Access from Prince George is either by Highways 16 and 27, 160 kilometres west-northwest to Fort St. James, then via the unpaved Leo Creek, Driftwood, and Kwanika Forest Service Roads a further 221 kilometres to the turnoff to the Property near the confluence of Twin Creek with Kwanika Creek. Alternately, access is north from Prince George on Highway 97 for 150 kilometres to the Finlay Forest Development Road, then via the unpaved Finlay, Manson, and Germansen Lake roads for 210 kilometres to the turnoff to the Property. It can take five hours or more to reach this point from Prince George, depending on road conditions. Final access is via a 14-kilometre access road, which heads northwest and roughly parallels Twin Creek, to the camp area (Takla-Rainbow Zone). This final 14-kilometre road is presently in poor condition and can take in excess of one hour to travel by four-wheel drive vehicle. The nearest major community is Prince George, which has a population of about 78,000 and offers a full range of services, including a skilled labour pool and a full-service International Airport. Fuel, supplies and labour are also available at Fort St. James, which has a population of about 1,600.

The Property is irregular in shape, measuring approximately 15 kilometres from north to south and 14 kilometres from east to west at its widest points with ample space and suitable topography to develop a potential mining operation, including sites suitable for processing and tailings and waste storage. An irregular strip of claims in the southeastern portion of the Property covers the permitted access road. The Property is located within the Swannell Ranges. It is roughly centered on Twin Creek, which flows to the southeast through a broad valley to its confluence with Kwanika Creek near the southeast corner of the Property. The southern portion of the Property covers a portion of the Groundhog Creek valley, while the northern portion adjoins the southern edge of the Omineca River valley.

The topography is steep to rugged, with elevations on the claims ranging from 900 metres in the Omineca River valley in the northwest, to in excess of 2,000 metres at the height of land in the northeast. Numerous peaks and ridges on the Property exceed 1,950 metres in elevation. The Takla-Rainbow Zone, and the camp and historic core storage area, is located near the headwaters of Twin Creek, at an elevation of about 1,600 metres. Twin Creek provides an ample source of water for drilling.

Outcrop exposure is variable across the Property. On steep hillsides and ridges, rock exposure can be moderate to good, although very steep hillsides are often covered in talus. The broad Twin Creek valley is covered by glacial and colluvial sediments and has minimal rock exposure. Overburden depth in drill holes at the Takla-Rainbow zone (in the Twin Creek valley) is typically three to eight metres, but can reach in excess of 13 metres. Soil development varies across the Property, and must be considered when interpreting soil geochemical data.

Permits from the Ministry of Mining and Critical Minerals, formerly known as the Ministry of Energy, Mines and Low Carbon Innovation, are required for any exploration or development work that involves mechanized

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ground disturbance. No such work can commence without prior approval. Reclamation bonds are required before final permit approval is granted, with bonding commensurate with the amount of disturbance.

An important component of the permitting process, and of successful project operation anywhere in Canada, is meaningful First Nations engagement. BC's Consultative Area Database (CAD) provides contact information for Indian Bands or First Nations who may have aboriginal interests within the query area. The CAD identifies six First Nation entities who may have interests in the area encompassing the Property, including the Takla Nation, Nak'azdli Whut'en, Tsay Keh Dene Nation, Kwadacha Nation, West Moberly First Nations, and Halfway River First Nation. Each of these groups is given the opportunity to review permit applications and to express concerns about how the proposed work may impact their interests.

The closest Indian Reserves to the Property are the North Tacla Lake 7/7A and North Tacla Lake 12 reserves, respectively 46 kilometres to the southwest and 45 kilometres to the northeast of the Property, and the Cheztainya Lake 11 reserve, 47 kilometres to the west. The community in the vicinity is at Takla Landing, on the North Tacla Lake 7/7A reserve, which has about 250 residents. Sasuchan Development Corp., the economic arm of the Takla First Nation, is a key contact for those undertaking industrial activity in the region. Their underlying principles include respect for the land, people and culture, creation of sustainable career and employment opportunities for Takla Nation members, and providing economic wealth for the Takla Nation.

The presence of any parks or special use areas can also impact the ability to successfully permit mining operations within Canada. There are no parks within the limits of the property. The western tongue of Omineca Provincial Park adjoins the Twin Property in the northwest, while Nation Lakes Provincial Park is located 24 kilometres to the south of the Property. There are also numerous Wildlife Habitat areas in the vicinity of the Property where timber harvesting is not allowed. These high elevation lands are special management zones to protect Northern Caribou calving habitat. Timber harvesting is not allowed within these areas. A small area in the western portion of the Property covers a portion of Wildlife Habitat areas 7-046, 047, 048, and 049. The Optionor applied for a multi-year area-based Notice of Work for the Twin Property in March, 2024 to cover the exploration camp, road modification, trenching, diamond drilling (50 holes) and geophysics (IP) over a five-year period.

There is a long history of exploration and mining in the general region in which the Property (formerly the Takla Rainbow property) is situated. Placer gold was discovered on creeks in the vicinity of the Property in the 1860s. From the late 1860s to early 1870s, the area was part of the Omineca Gold Rush, with active placer mining on Vital and Silver Creeks west of the Property and on Manson and Germansen Creeks to the east. Placer mining has continued intermittently on these creeks and others (including Twin Creek and Twenty Mile Creek in the more immediate vicinity of the Property) to the present time.

Boulders of cinnabar and nuggets of arquerite (an amalgam of silver and mercury) found during placer mining in Silver Creek near its confluence with Kenny Creek, led to the discovery of mercury mineralization along the Pinchi Creek fault zone. The Bralorne-Takla Mercury mine, eight kilometres southwest of the Property, produced approximately 60,000 kilograms of mercury during the period from 1943 to 1944, before shutting down due to a decreased demand for mercury.

Copper mineralization has been known in the area since at least the 1930s, when the Lorraine property, 21 kilometres to the north of the Property, was first staked. Widespread exploration for porphyry copper mineralization was conducted throughout the region in the late 1960s and early 1970s, and led to the discovery of numerous areas of porphyry-style copper mineralization, including what would become the Kemess and Mount Milligan mines as well as the Kwanika project 10 kilometres south of the Twin Property. The first references to work on the Twin Property date from this era.

The importance of the Quesnel terrane as a host to porphyry copper-gold style mineralization is well known and the region continues to be actively explored. In the mid-2000s, a 46,000 square kilometre portion of the

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central Quesnel terrane was targeted in the QUEST project (Quesnellia Exploration Project), a co-operative project between Geoscience BC, the Geological Survey of Canada and the BC Geological Survey, which was designed to provide a regional geological, geochemical, and geophysical framework for this highly prospective region of the province. The Property is located within the QUEST area.

In 2024, the Company completed a work program on the Property consisting of data compilation, geophysical interpretation, soil geochemistry, rock geochemistry, and historic drill core examination and sampling.

Overall Performance

Because Quarterback is involved in the exploration of mineral property without any known economic quantities of mineralization, it has not generated any revenue to date and is unlikely to realize revenue in the foreseeable future. Management anticipates that it will incur expenses in connection with the exploration of its mineral property, compliance with applicable securities rules and continuous disclosure requirements, and general and administrative costs.

During the six months ended April 30, 2025, the Company incurred a net loss of $145,229, a significant increase from the net loss of $nil during the same period in fiscal 2024. The increase was primarily due to the share-based compensation expense relating to the Company's grant of incentive stock options to its directors and officers, and the professional fees incurred in connection with its prospectus and listing statement. The Company anticipates that it will continue to incur increasing expenses in fiscal 2025 as it conducts further exploration on its Property and complies with its disclosure obligations as a publicly listed entity.

Summary of Quarterly Results

The following table sets out selected financial information for the Company for the period from the Company's inception on April 16, 2024 to October 31, 2024 (the Company's fiscal year end), as well as the three-month interim period ended January 31, 2025 and six-month interim period April 30, 2025.

	2ndQuarter Ended 4-31-25	1stQuarter Ended 01-31-25	4thQuarter Ended 10-31-24	3rdQuarter Ended 7-31-24	Period from Inception on April 16, 2024 to April 30, 2024
Total Revenues	Nil	Nil	Nil	Nil	Nil
Operating Loss	(140,729)	4,500	(21,053)	(94)	Nil
Total Net Loss	(140,729)	(4,500)	(21,053)	(94)	Nil
Total Net Loss Per Share	(0.07)	(0.00)	(0.01)	Nil	Nil

Factors causing significant variations in quarterly results are as follows:

During the period from the Company's inception on April 16, 2024 to October 31, 2024, the Company's fiscal year end, it did not generate any revenue and incurred expenses of $21,147. These expenses consisted of professional fees of $21,000 and general and administrative expenses of $147. During the period, the Company also incurred $171,292 in exploration and evaluation expenditures that it capitalized on its balance sheet.

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During the three-month period ended January 31, 2025, the Company did not generate any revenue and incurred expenses of $4,500, which consistent entirely of professional fees related to accounting.

During the three-month period ended April 30, 2025, the Company recorded an operating and net loss of $140,729, which was comprised of general and administrative expenses of $379, professional fees of $37,428, share-based compensation expenses of $97,922, and transfer agent and filing fees of $5,000.

Liquidity and Capital Resources

As at April 30, 2025, the Company had current assets of $269,904 and current liabilities of $44,179, resulting in a working capital of $225,725. Total shareholders' equity was $408,116 as at April 30, 2025.

Following incorporation on April 16, 2024, the Company capitalized itself through the sale of an aggregate of 2,000,000 of its common shares at $0.005 each to its directors and officers for proceeds of $10,000. Following the acquisition of its interest in the Property on May 30, 2024, the Company completed an offering on June 30, 2024 through which it raised an additional $320,000 through the sale of 6,400,000 Series "A" Special Warrants at $0.05 each. In August 2024, the Company sold 466,000 Series "B" Special Warrants at $0.20 pursuant to a crowdfunding offering for proceeds of $93,200.

During the period ended April 30, 2025, the Company completed a private placement of 297,000 special warrants in total at $0.20 per special warrant for a total net proceeds of $57,400. Each special warrant entitles the holder to acquire one common share, upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company's final prospectus for no additional consideration. As at April 30, 2025, the Company had a cash balance of $261,443.

The Company holds the Option to acquire a 100% interest in the Property, which is in the exploration stage, and has not generated revenue to date. Management anticipates that it will incur considerably more expenses following the listing of the Common Shares on the CSE without generating any revenue. Funding requirements will include increased professional fees necessary to comply with applicable securities rules and increased exploration costs as the Company carries out expenditures on its Property.

Off Balance Sheet Arrangements

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

Management and Related Party Transactions

During the six months ended April 30, 2025, the Company recognized share-based compensation of $97,922 (period from April 16, 2024 (date of incorporation) to April 30, 2024 – $nil) in connection with its grant of incentive stock options to directors and officers of the Company.

Critical Accounting Estimates

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements. Accordingly, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

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Significant areas requiring the use of estimates include fair value of share-based payments, the recoverability of exploration and evaluation assets, and unrecognized deferred income tax assets. Actual results could differ from those estimates.

Judgments made by management include the factors used to determine the assessment of whether the going concern assumption is appropriate. The assessment of the going concern assumption requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company's ability to continue as a going concern.

Recently Adopted Accounting Standards

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's interim financial statements.

Financial Instruments

The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of the Company's financial instruments, which include cash and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) 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 a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Management monitors the amount of credit extended to the parties for expense recoveries. The carrying amount of financial assets represents the maximum credit exposure.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

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(d) 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 commodity and equity prices. The Company does not have significant exposure to these risks.

Flow-Through Shares

The Company from time-to-time issues flow-through common shares to finance a portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors.

Disclosure of Outstanding Security Data

Common Shares

As at April 30, 2025, and the date of this MD&A, the Company had 2,000,000 and 9,263,000 common shares issued and outstanding, respectively.

Stock Options

As at April 30, 2025, and the date of this MD&A, the Company had 900,000 stock options outstanding, which are exercisable at $0.10 per share and expire on June 17, 2035.

Special Warrants

As at April 30, 2025, and the date of this MD&A, the Company had 7,263,000 and nil special warrants outstanding, respectively.

Warrants

As at April 30, 2025, and the date of this MD&A, the Company had nil and 6,400,000 warrants outstanding, respectively. The 6,400,000 outstanding warrants as of the date of this MD&A are exercisable at $0.10 per share until June 17, 2030.

Additional Disclosure for Venture Issuers without Significant Revenue

During the six months ended April 30, 2025, the Company recorded general and administrative expenses of $379, which consisted primarily of bank and filing fees.

Additional Information

Additional information relating to Quarterback Resources Inc. is located at www.sedarplus.ca.