Relevant Gold Corp.

Management’s Discussion and Analysis

For the years ended December 31, 2023 and 2022

(Expressed in Canadian dollars)

This Management’s Discussion and Analysis (“MD&A”) of Relevant Gold Corp. and its subsidiary (the “Company”) supplements but does not form part of the audited consolidated Financial Statements and the notes thereto for the years ended December 31, 2023 and 2022 (collectively referred to hereafter as the “Financial Statements”). This MD&A provides management’s comments on the Company’s operations for the years ended December 31, 2023 and 2022 and the Company’s financial condition as at December 31, 2023, as compared with December 31, 2022.

The Financial Statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. All amounts are presented in Canadian dollars, the Company’s presentation currency, unless otherwise stated. References to US$ are to United States dollars. The functional currency of the Company and its subsidiaries is disclosed in the notes to the Financial Statements. Other information contained in this document has been prepared by management and is consistent with the data contained in the Financial Statements.

The Company’s certifying officers are responsible for ensuring that the Financial Statements and MD&A do not contain any untrue statements of a material fact or omissions of material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s certifying officers certify that the Financial Statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company as at the date of and for the periods presented in the filings.

In this MD&A, the words “we”, “us”, or “our”, collectively refer to Relevant Gold Corp. and its subsidiary. The first, second, third and fourth quarters of the Company’s Fiscal years are referred to as “Q1”, “Q2”, “Q3” and “Q4”, respectively. The years ended December 31, 2023 and 2022 are referred to as “Fiscal 2023” and “Fiscal 2022”, respectively.

This MD&A takes into account information available up to the approval of the Financial Statements and MD&A by the Board of Directors on March 28, 2024 (“MD&A Date)”.

The Company’s Board of Directors provides an oversight role with respect to all public financial disclosures by the Company.

Management is responsible for the preparation and integrity of the Company’s Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is responsible for ensuring that information disclosed externally, including the information contained within the Company’s Financial Statements and MD&A, is complete and reliable.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this document constitute forward-looking information under applicable securities legislation. Forwardlooking information typically contains statements with words such as "anticipate", "believe", "estimate", "will", "expect", "plan", "intend", or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to:

our business plan and investment strategy; and
general business strategies and objectives.

Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document which includes, but is not limited to:

taxes and capital, operating, general and administrative and other costs;
general business, economic and market conditions;
the ability of the Company to obtain the required capital to finance its investment strategy and meet its commitments and financial obligations;
the ability of the Company to obtain services and personnel in a timely manner and at an acceptable cost to carry out activities; and
the timely receipt of required regulatory approvals.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as there can be no assurance that such expectations will prove to be correct. Forwardlooking information is based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially than anticipated and described in the forward-looking information. The material risks and uncertainties include, but are not limited to:

meeting current and future commitments and obligations;
general business, economic and market conditions;
the uncertainty of estimates and projections relating to future costs and expenses;
changes in, or in the interpretation of, laws, regulations or policies;
the ability to obtain required regulatory approvals in a timely manner;
the outcome of existing and potential lawsuits, regulatory actions, audits and assessments; and
other risks and uncertainties described elsewhere in this document.

The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled "Risk Factors and Uncertainties" herein. The forward-looking information contained in this document is made as at the date hereof and, except as required by applicable securities law, the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

COMPANY OVERVIEW

Relevant Gold Corp. was incorporated under the Business Corporations Act in British Columbia on July 30, 2020. The Company has interests in exploration and evaluation assets in the United States and its principal business is the exploration and development of those assets. The head office, principal address, registered address, and records office of the Company is located at Suite# 3000, Bentall Four-1055 Dunsmuir Street, Vancouver, BC, V7X 1K8.

The Company was listed on the Canadian Securities Exchange (“CSE”) under the symbol “RGC” from August 11, 2022 to August 8, 2023. On August 9, 2023, the Company’s common shares commenced trading on the TSX Venture Exchange (“TSX-V”) under the symbol “RGC”.

On September 18, 2023, the Company’s common shares commenced trading on the OTCQB Venture Market (the “OTCQB”) under the symbol “RGCCF”. The Company received depository trust company eligibility which makes the Company’s shares more accessible to institutional and retail investors in the United States.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

OVERALL PERFORMANCE

The Company has no substantial revenue and supports its operations through the sale of equity or assets such as mineral properties. The value of any mineral property is dependent upon the existence or potential existence of economically recoverable mineral reserves. See Section “Risk Factors and Uncertainties”, below.

SUBSEQUENT EVENTS

Purchase of Golden Buffalo Gold Property

On January 9, 2024, pursuant to the Purchase Agreement with GBMC (Note 7(a)), the Company acquired 88 mining claims for purchase consideration of 1,500,000 common shares of the Company with a fair value of $277,500, which was recorded as an acquisition cost under exploration and evaluation expenditures in profit or loss.

In connection with the Purchase Agreement, the Company may complete the following milestone payments and common share issuances:

US$1,000,000 cash payment and 500,000 common shares of the Company upon the completion of a National Instrument (“NI”) 43-101 Standards of Disclosure for Mineral Projects compliant mineral resource estimate exceeding one million ounces of gold on the Golden Buffalo Gold Property;
US$1,000,000 cash payment upon filing of a NI 43-101 Standards of Disclosure for Mineral Projects compliant feasibility study for the Golden Buffalo Gold Property; and
US$9,000,000 cash payment upon the commencement of commercial production of the Golden Buffalo Gold Property or any portion thereof.

Stock options grant

On January 9, 2024, the Company granted 300,000 stock options to new consultants of the Company. The options have an exercise price of $0.20, expiration date of January 9, 2027 and vest over a period of one year.

Escrow securities

On February 11, 2024, 2,265,696 common shares, 382,500 stock options and 1,800,000 warrants were released from Escrow.

MINERAL PROPERTIES

The Company is focused on discovering and developing district-scale, high-grade gold and precious metal deposits through a New Eyes on Old Rocks® approach and has generated its current project portfolio under a new scientific model for gold evolution in Wyoming, USA. Recent scientific research indicates the timing of gold mineralization in the Abitibi belt is similar to timing of gold mineralization in Wyoming (approximately 2.6 billion years ago) when the two land masses were still connected. Guided by this hypothesis, the Company has developed targets and sent Boots On The Ground® to test the theory. The Company has assembled 5 district-scale properties across two major camps (South Pass Camp and Bradley Peak Camp). Numerous targets have proven to meet the criteria for district-scale gold opportunities.

Golden Buffalo Gold Property

The Golden Buffalo Gold Property is located south of the Wind River Mountain Range in west-central Wyoming within the South Pass Gold Camp. The project site is located approximately 60 kilometers southeast of Lander, Wyoming in Fremont County and is comprised of both unpatented claims on public land managed by the Bureau of Land Management (“BLM”) and private patented claims/land.

The Golden Buffalo Gold Property comprises a block of unpatented claims surrounding smaller areas of private lands, state lands, and other unpatented claims. The total land area controlled by Relevant Gold in the Golden Buffalo Gold Property is about 3,725 hectares (9,500 acres) with 459 unpatented claims. Relevant Gold has completed a Purchase Agreement with Golden Buffalo Mining Company (“GBMC”) to complete the acquisition of 88 BLM mining claims (700 ha) (the “Subject Property”) in the core of the Golden Buffalo property. The Subject Property was previously held under a lease with option to purchase agreement (“Lease Option”) with GBMC. Pursuant to the Purchase Agreement, GBMC received (i) 1,500,000 common shares of the Company, (ii) up to three potential milestone payments more particularly described above, and (iii) a 3% net smelter return (NSR) royalty on the Subject Property.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

GBMC has completed small scale exploration and mining activities since summer of 2020. They have used an excavator to trench along a shear zone for upwards of 20 m (60 ft) and up to 3.5 m (12 ft) deep. The mined material has then been crushed and processed using a gravity separation circuit. This process has shown coarse gold in the shear zone and produced fine gold and gold nuggets. Some of these gold nuggets are several centimeters in length. GBMC has reported historical gold production of roughly 600 oz since 2020 (non-National Instrument (“NI”) 43-101 Standards of Disclosure for Mineral Projects compliant).

Relevant Gold has performed detailed geology and structural mapping, rock chip sampling, ground geophysics, and a soil geochemistry survey. Rock chip assay values range from below detection limit to included 168 ppm Au. Visible and coarse gold has been mapped and sampled at surface. The geochemical signatures correlate well with mapped structures and mineralogy. Gold dominantly occurs in quartz veins within mapped shear zones. The highest-grade sample (168 ppm Au) was obtained from an extensional vein within a mapped shear zone. Most of the rock chip samples show potential pathfinder elements that correlate with an unexposed shear zone. 425 soil samples were collected in 2021 and analyzed with an XRF along a grid spaced at 150 m and sampled at 25 m intervals across mapped shear zones. The soil survey shows an east-west trend of arsenic anomalies over 1 km and suggests soil sampling is a strong vector for mineralization throughout the property. A 2023 soil sampling program was completed and further described below.

Federal BLM and State DEQ drilling permits are in hand for the Golden Buffalo Gold Property, with a total of 31 approved drill sites. During the year ended December 31, 2022, the Company completed the field-based exploration of its 15,095-hectare South Pass Gold Field, Wyoming properties. The exploration program work included (See Press Release 11/07/2022):

Completion of a 3,478 m diamond core drilling program on its Golden Buffalo Gold Property, located approximately 10 km east of the historic Atlantic City/South Pass City gold mining district in Fremont County, WY, USA; and
Completion of trenching and detailed mapping and sampling at the Golden Buffalo Gold Property; and
Completion of a regional mapping and sampling program at Golden Buffalo, Shield-Carissa, and Windy Flats projects (Figure 1).

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Figure 1 : Digital bedrock compilation geologic map of the South Pass granite-greenstone terrane with Relevant Gold’s properties and associated 2022 exploration work highlighted. Light blue unit is the Miner’s Delight Formation.

The Company mobilized a drill rig on July 15, 2022, to undertake a 4,000 m diamond drilling program specifically designed to test the Golden Buffalo Shear Zone (“GBSZ”) and related surface mineralization at depth and along strike, as well as test for parallel shear zones north of GBSZ identified via 2021 surface mapping. The 20 m wide anastomosing GBSZ was first excavated in 2020 by the previous operator, GBMC, where GBMC exposed and reportedly excavated approximately 400+ ounces of highgrade gold mineralization, including visible coarse (bonanza style) gold, out of the quartz vein rich GBSZ.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

The Company completed 26 holes for a total of 3,478 m of both HQ and PQ oriented diamond core drilling (Figure 2) aimed at supplying the Company with subsurface data necessary for vectoring towards an opportunity of scale. Early inclement weather caused the Company to finish the drilling just short of the targeted 4,000 m.

Highlights of the drilling program include 1 metre (core length) of 83.8 g/t Au in Hole 22GB-012 and 14 of 26 holes reporting anomalous gold (>0.1 g/t Au). The results indicate that the Golden Buffalo Shear is a fertile orogenic gold structure and provides initial proof of concept that large scale Abitibi-style mineralization may exist in central Wyoming.

Drilling Highlights include:

Hole 22GB-012: 1 metre (m) core length of 83.8 g/t Au from 170m - 171m and 2m grading 0.17 g/t Au from 171173m representing a discrete 3m shear zone grading 28 g/t Au
22GB-013: 1.29m (core length) of 0.62 g/t Au from 104.32m - 105.61m and 0.84m of 1.16 g/t Au from 138m - 138.84m
Hole 22GB-006: 3.2m (core length) of 0.53 g/t Au from 32m - 35.2m
Mineralization was consistently found in individual shear strands within the overall 20m+ wide Golden Buffalo Shear Zone.
54% of holes drilled intersected anomalous (>0.1 g/t Au) gold mineralization (Table 1).
Orogenic/Abitibi-style alteration observed in all 26 drill holes.
Drill holes stepping out 400-500m to the North confirmed continuity of multiple mineralized shear zones parallel to the Golden Buffalo Shear Zone (GBSZ).

The full news release can be viewed here: Press Release - February 6, 2023.

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Figure 2: Plan view map of drill hole traces with downhole lithology and gold assays (100ppb = 0.1 g/t).

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Highlighted Drilling Results:

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Table 1. Highlight intercepts of gold assay results from initial 2022 drilling at Golden Buffalo. This table shows all the anomalous gold assay results of >/= 0.1 g/t Au with results of >0.25 g/t as bolded text . All intervals shown above are core length intervals.

The Company completed a detailed mapping (1:200 scale) and trench sampling program at its Golden Buffalo Gold Property (Figure 3). Sampling of the Golden Buffalo Shear Zone contacts yielded multiple anomalous to high-grade gold (> 1 g/t Au) samples, highlighted by a 4.1 g/t Au result . These results (Table 2), combined with the drilling results, confirm a fertile orogenic gold system exists at Golden Buffalo and provide initial proof of concept for the Company’s broader exploration thesis connecting the Archean rocks of Wyoming to the Abitibi gold belts of Canada during the time of mineralization; approximately 2.65 billion years ago.

Highlights from detailed mapping and trenching at the Golden Buffalo Gold Property include:

4.1 g/t Au sampled along northern contact of the Golden Buffalo Shear Zone
2.5 g/t Au sampled along the southern contact of the Golden Buffalo Shear Zone
High-grade (> 1 g/t Au) gold occurs in different vein styles and orientations:
1. Vertical shear parallel veins and contact zones
2. Late undulating shallow dipping veins
3. Shallow dipping extensional veins
Chlorite-Hematite-Silica alteration dominates the shear zone
New sub-unit of the Miner’s Delight Formation identified associated with surface mineralization
The full news release can be viewed here: Press Release - February 16, 2023.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

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Figure 3 : 2022 sample locations along the Northern and Southern contacts of the Golden Buffalo Shear Zone as well as the 50m N-S trench with systematic spaced samples. Gold results are displayed in ppb.

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Table 2: Rock chip sample highlights for mapping and trenching samples collected during the 2022 exploration season at Golden Buffalo. The table includes gold (1 ppm = 1 g/t) along with select trace element vector geochemistry reported in Parts Per Million (ppm). 15 of 64 samples returned reportable gold and associated geochemical values.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Detailed mapping and sampling of both new North-South and new and existing East-West trenches continues to refine the Company’s understanding of surface mineralization, alteration, and structural controls at the Golden Buffalo Gold Property and informs our observations of the drill core. 2023 work was focused on refining the high-grade GBSZ targets and exploring the potential offset east and west extensions via soil sampling and geologic mapping (Figure 4).

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Figure 4 : Plan view map of Golden Buffalo project with the recently purchased GBMC property highlighted red, location of high-grade drilling and trench sampling of the primary GBSZ, and the 2023 soil sampling lines.

More than 2,100 soil samples were collected during the 2023 exploration season, covering the Golden Buffalo Gold Property area. The Company plans to continue this survey early next spring, expanding across the Company’s other South Pass project areas. The sample grid was designed with north-south oriented sampling lines spaced 400 m apart and samples were taken every 25 m. The 2023 soil sampling and geological mapping program highlighted a 3.5 km2 arsenic anomaly surrounding a newly mapped 2+ km western extension of the gold-rich Golden Buffalo Shear Zone (GBSZ). Arsenic is a very powerful pathfinder for targeting gold mineralization in Abitibi-style orogenic gold systems and its importance is rapidly emerging at Golden Buffalo (Figure 5).

RELEVANT GOLD CORP. Management’s Discussion and Analysis

For the years ended December 31, 2023 and 2022

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Tertiary Cover
No Samples
Surface trench 168 g/t Au
& 83.8 g/t Au drill
intercept
Tertiary Cover
No Samples
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Figure 5: Arsenic geochemistry in soils interpolation map of the Golden Buffalo Project.

The focus of all regional field work to date by Relevant Gold in the South Pass granite-greenstone terrane has been on deciphering the geology, structural architecture, and potential for orogenic gold mineralization within the Archean supracrustal rocks of the South Pass granite-greenstone terrane. Based on the Company’s underlying thesis connecting Wyoming to the well-known Abitibi Terrane, this work continues to check the key criteria for orogenic shear-hosted opportunities of scale.

Lewiston Gold Property

The Lewiston Gold Property is located in west-central Wyoming, south of the Wind River Mountain Range in the historic Lewiston mining district. The project site is located approximately 65 km southeast of Lander, Wyoming in Fremont County and is comprised of a discontinuous block of 692 unpatented and 3 patented claims surrounding smaller areas of private lands and other unpatented claims. The total land area controlled by Relevant Gold in the Lewiston Gold Property is about 5,621 hectares (13,890 acres).

Historically, the gold mineralization occurs within shear zones with multigenerational quartz veining, with high-grade free gold associated with oxidized quartz veins. The Lewiston Gold Property has at least two major fold orientations as well as two orientations of shearing. The primary shear corridor is oriented NE-SW with a strong lineation plunging to the NE along the shear fabric. This, along with an intersecting E-W shear zone, may create structural conduits for gold bearing fluids to travel along and mineralize the shear zone and surrounding wallrock near reactive horizons. Mineralization is seen as gold bearing quartz veins with arsenopyrite + pyrite + chlorite +/- sheelite within the shear zone. Outside the core of the shear zones, there is brittle stockwork silicification + chloritization. The technical work completed on the project between 2019 - 2021 included detailed geology and structural mapping, ground geophysics, soil geochemistry, and widespread rock chip sampling, and has confirmed historic reports of shear-zone hosted gold mineralization at numerous target areas throughout the property and surface rock chip assay values range from below detection limit to included 62 ppm Au (Figure 6).

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

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Figure 6: Plan view of Lewiston property map displaying geology, Relevant Gold rock chip gold assays, arsenic rock geochemistry and 6 highlighted target areas, including Heavy Hand that had 1,560 m of drilling in 2023.

Federal BLM and State DEQ drilling permits are in hand for both the Heavy Hand and Northstar target areas (Figure 6), with a total of 26 approved drill sites. The Heavy Hand and Northstar areas are previously undrilled targets lying along a 2-kilometer long, 500-meter-wide corridor laced by multiple mineralized shear zones. Numerous rock-chip samples in this area have returned high-grade gold assays (ranging from below detection limit to 62.4 g/t gold) from the surface. This initial drill program was designed as a proof-of-concept program to test: A) alteration and mineralization profiles between sub-parallel shear zones; B) depth to sulfide mineralization below the oxidized zone; C) structural architecture of shears; and D) occurrence of shear-parallel and cross-cutting extensional quartz-sulfide veining. (Figure 7).

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Figure 7: Left: Bedrock geology and Au-As rock chip geochemistry map of the “Heavy Hand” area of Relevant Gold’s Lewiston Gold Property; Right: Conceptual drill target cross-section.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

2023 exploration at Lewiston Gold Property included 11 holes totalling 1,560 metres of diamond core drilling into the Heavy Hand target located within the northern portion of the Lewiston Gold Property (Figure 8) (see News Release, February 15, 2024).

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Figure 8. Plan view map of 1,560 meter Heavy Hand drilling program with hole locations and drill traces.

Drilling intersected shear-hosted gold mineralization in 10 of 11 drill holes , cutting multiple near-vertical shears across a 500 m wide corridor, 600 m along strike, and to vertical depths of 225 m, illustrating a sizeable oxide gold footprint at the apex of a prominent orogenic gold system. Mineralized shear structures are highlighted by 10 m (core length) averaging 0.35 g/t Au in hole 23-LD011 and 6 m (core length) averaging 0.29 g/t Au in Hole 23-LD010 including 1 m (core length) of 0.96 g/t Au . Narrow higher-grade shears are highlighted by 0.5 m (core length) of 1.9 g/t Au . and 0.7m (core length) at 1.72 g/t Au .

Eleven holes were completed, totaling 1,560 m of HQ diamond core drilling at the Heavy Hand target (Figure 8) with over 90% (10 of 11) of drill holes intersecting reportable gold mineralization ( 0.1 g/t Au or greater ). Assay Highlights include (full table of reportable results):

➢ Hole 23-LD011:
10 m core length averaging 0.35 g/t Au from 273m – 283m ; including 1 m of 0.96 g/t Au from 273 m – 274 m.
2 m core length averaging 0.37 g/t Au from 302 m – 304 m within fresh Arsenopyrite-Pyrite-Pyrrhotite mineralization.
➢ Hole 23-LD010 :
5 m core length averaging 0.16 g/t Au from 18 m – 23 m.
0.7 m core length of 1.72 g/t Au from 78 m – 78.7 m.
6 m core length averaging 0.29 g/t Au from 99 m – 105 m.
10 m core length averaging 0.10 g/t Au from 137 m – 147 m.
➢ Hole 23-LD009 :
2.4 m core length averaging 0.30 g/t Au from 13.71 – 16.10 m.
4 m core length averaging 0.18 g/t Au from 80 m – 84 m.
➢ Hole 23-LD007 : 0.5 m core length of 1.9 g/t Au from 69 m-69.6 m.
➢ Hole 23-LD002A : 10.34 m core length averaging 0.1 g/t Au from 117.14 m – 127.48 m within a larger 33.5 m strongly altered hematite-chlorite-biotite-sericite-sulfide shear zone.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

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Figure 9 : Plan view map of the Heavy Hand target with drill hole traces in red, gold assays in yellow and surface rock chip gold assays in green (100 ppb = 0.1 g/t) along with geology projected to surface. The cross-section line is also illustrated as a NW-SE slice in Figure 10.

The drill holes reported here from the 2023 Heavy Hand exploration program are some of the first efforts to identify district-scale orogenic gold opportunities in the historic Lewiston mining district within the South Pass Gold Fields in Central Wyoming. Heavy Hand is 1 of 6 (see Lewiston property map) high-grade targets at the 100% owned 5,620 ha Lewiston project which are permitted and awaiting future drill testing (Figure 6).

Hole 23-LD011 intersected multiple strongly altered hematite-chlorite-sericite-biotite-sulfide shear zones including 10 m (core length) averaging 0.35 g/t Au from 273-283 m as well as fresh arsenopyrite-pyrite-pyrrhotite mineralization including 2 m core length averaging 0.37 g/t Au from 302 m-304 m. Importantly, this indicates un-altered mineralization continues below the oxidized zone to depths of over 225m beneath the surface. Four other drill holes (Figure 9 and Figure 10) intersected the same mineralized shear zones along strike to the north, illustrating potential continuity of oxide gold mineralization over 250 m of strike length. The continuity of mineralization is highlighted by three distinct intervals in hole 23-LD010 including 5 m core length averaging 0.16 g/t Au from 18 m-23 m , 6 m core length averaging 0.29 g/t Au from 99 m-105 m , and 10 m core length averaging 0.1 g/t Au from 137 m-147 m respectively (Figure 10). The continuity of these structural corridors provides a “panel” of favorable conditions to target high-grade ore-shoots common in orogenic gold systems.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

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Figure 10: Cross section of drill holes looking NE illustrate gold assays and geology.

The significant corridor of multiple near-vertical mineralized shear zones observed at Heavy Hand is consistent with known fertile orogenic gold systems and provides additional proof of concept that large scale Abitibi-style mineralization may exist in central Wyoming. Furthermore, this suggests that modern orogenic gold exploration concepts such as those developed in the prolific Canadian Abitibi Gold Belt (>200 million ounces of gold production) can be applied in the region. Importantly, recent plate tectonic studies suggest that Wyoming was connected to the Abitibi Gold Belt at the time of mineralization and was later rifted apart to its present position. This increases the potential that the multiple shears identified to date within the Company’s 15,095hectare land package should have excellent potential for a major gold discovery.

Key Observations from Drill Core

The Company’s primary focus for this drilling program was to test mapped surface shear zones to depth along strike, and to begin to define the subsurface geology, architecture, alteration, and pathfinder geochemistry. The following key observations were made (see core photo and assay highlights).

Geology:
The geology at Heavy Hand is comprised of metagraywacke-slates of the Miners Delight Formation interlaced with brittle-ductile shearing and complex orogenic quartz-carbonate vein arrays.
Mafic greenstone rocks have been observed in core and mapped at surface to the south and indicate a more complex geological framework than ever previously recognized.
Continued detailed logging and geologic modeling will better identify lithological context, contact zones, and relationships to gold mineralization.
Structure:
The Heavy Hand stacked shear zone corridor has been mapped on surface as a 500 m wide zone traceable along strike for at least 1 km north-south.
Drilling intersected a total of 9 mineralized shear zones, including 3 blind shear zones and has traced these shear zones from surface to a vertical depth of 225 m.
A >600 m strike length of mineralized shear zones was drilled and intersected within multiple drill holes illustrating continuity both at depth and along strike.
Shear zones consist of an anastomosing, multi-strand array of NE-SW striking, steeply west (70°-90°) dipping sub-vertical structures that vary in width from 1.0 m to >45 m.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Alteration
Intense oxidized orogenic/Abitibi-style alteration was observed in all 11 drill holes.
Alteration mineralogy includes an assemblage of strongly oxidized and altered rock including hematite, biotite, chlorite, actinolite, sericite, tourmaline and silicification ( Figure 11 ).
Mineralization:
Gold mineralization exists within the oxide zone of intensely altered hematite-chlorite-sericite-biotite shear intervals and contact zones within the Miner’s Delight formation host rock.
The last drill hole 23-LD011 intersected fresh arsenopyrite-pyrite-pyrrhotite mineralization at 225 m below the surface and confirmed an oxidation zone boundary at about 175 m-200 m depth below the surface.
Abundant episodic, orogenic quartz vein arrays were cut in every drill hole.
The style of orogenic quartz-sulfide veining is typical of that occurring in a brittle-ductile transition zone including pyrite-arsenopyrite-pyrrhotite assemblages ( Figure 12 ).
The mineralization and geochemistry observed from drilling at Heavy Hand support that it’s lying in the apex of a larger mineralized system.

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Figure 11: Photo of section of core from hole 23-LD002A displaying intense hematite, chlorite, sericite alteration, complex quartz-carbonate veining, and rusty oxidized remnant sulfides.

Figure 12: Photo of core from hole 23-LD011 displaying fresh, unaltered, fine to coarse grained, euhedral arsenopyrite within a complex quartz-carbonate vein with dark green chlorite alteration selvages.

Shield-Carissa

The Shield-Carissa project that the Company acquired in 2020 is located in the South Pass Mining District, a parallel orogenic shear zone district located approximately 18 kilometers west of the Lewiston Gold Property. This property’s early exploration work suggests the apex of another strongly mineralized shear zone and is adjacent and parallel to the historic Carissa Mine trend less than 1 kilometer away that produced over 180,000 ounces of gold historically.

This 3,800+ acre project is 100% owned by the Company and is comprised of 204 unpatented mining claims managed by the Bureau of Land Management. Two historic orogenic gold mines exist on the property; 1) B & H Mine, and 2) Carrie Shields Mine though the Company has no records of historic production.

In 2023, the Company completed a detailed mapping and rock sampling program at Shield-Carissa focused on generating Abitibi-scale targets for follow up delineation and drilling. The results illustrate multiple high-grade gold-bearing orogenic shear zones cutting newly recognized mafic greenstones. The Company successfully identified five new mineralized shears within a NE-trending structural corridor at least 2.7km x 1km (Figure 13) returning numerous gold and silver bearing samples highlighted by 18.9 g/t Au and 486 g/t Ag . The corridor includes three principal target zones hosting multiple historic gold mines and prospects. The most well defined is the Palmetto Zone where 2023 mapping identified over 1 km of interlacing shears linking the historic Carrie Shields and B&H mines (Figure 13).

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

- Highlights of the 2023 Shield Carissa program

Newly identified 2.7km x 1km NE-trending structural corridor cutting favorable mafic greenstone host rocks similar to those that host mineralization elsewhere in the district.
59 grab and rock chip samples were taken along this corridor, of which 35% of samples reported anomalous gold (greater than 0.1 g/t Au).
High-grade rock chip sample results include:
A0843932 – 18.9 g/t Au – quartz vein.
A0843826 – 13.4 g/t Au – altered wall rock.
A0843806 – 9.39 g/t Au – quartz vein.
A0843824 – 5.87 g/t Au – altered wall rock.
A0843933 – 5.56 g/t Au – altered wall rock.
A0843813 – 0.45 g/t Au and 486 g/t Ag – actinolite/chlorite/sulfide vein.
See full table of highlighted results here.
The corridor includes three target zones : 1) Palmetto, 2) Hornet, and 3) Gold Nugget.
Overall results continue to show Abitibi Gold Belt-style geology and scalable, high-grade orogenic mineralization, reaffirming the Company’s thesis connecting Wyoming gold to the prolific Abitibi gold belts.

Figure 13 : plan map highlighting 2023 rock chip sampling results and newly expanded target zones. Click the image above to access a high-resolution version.

Bradley Peak

The Bradley Peak property is located in the Seminoe Mountains in central Wyoming, and consist of 5,700 acres (2,306 hectares) of contiguous active BLM mining claims 100% owned by Relevant Gold Corp. Multiple orogenic shear-zone hosted mineralization styles and intrusion related mineralization styles have been traced across the property and sampled by the Company with results illustrating high-grade gold, silver, and copper. Project highlights include:

47+ km of prospective shear zones showing classic orogenic gold and volcanogenic massive sulfide style mineralization observed across the greenstone district.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Historic samples of up to 89 g/t Au + 5.8% Cu; Relevant Gold 2019 rock chip samples included 72.4 g/t Au and 6.5 g/t Au and 3.7% Cu ; Relevant Gold 2023 rock samples included 5.3 g/t Au, 107 g/t Ag, and 6.5% Cu .
Host Lithologies: Greenstone Belt assemblage (greenstone, amphibolite, intrusions, iron-formation) with mineralization traps stemming from rheologic contrasts and carbonate facies iron formation.
Mineralogy: Gold-Arsenopyrite-Chalcopyrite-Pyrite-Pyrrhotite
Vector Elements: Au-Ag-Sb-Hg-Bi-Cu-W
Structure: Major secondary P-shears with brittle-ductile transition zones and complex re-folded folds within a large anticline structure forming off of the primary Archean Oregon Trail Structural Belt (OTSB) that is considered to have been connected to the Abitibi Gold Belts during the time of mineralization (~2.7 – 2.6 Ga).

The Company completed mapping and sampling at Bradley Peak in 2019 confirming shear-zone hosted grades up to 6.5 g/t Au and 3.7% Cu via rock chip sampling. Following up on those initial results, the Company carried out a detailed mapping and rock sampling program in 2023 that successfully identified three new district-scale gold and copper target zones on its 5,700 acre Bradley Peak Project, located in central Wyoming, USA. Rock chip sampling along over 30km of newly mapped shears identified widespread gold and copper mineralization including up to 5.3 g/t gold at the Deserted Treasure Zone, and 107 g/t silver and 6.25% copper at Kortes Zone . The 2023 program was the first systematic exploration step for this project and yielded the following highlights (figure 13):

3 target zones identified : 1) Kortes, 2) Apex, and 3) Deserted Treasure.
Over 15% of all samples contained detectable gold (>0.01 g/t Au) and 9 of those samples have >1% copper (Cu) (Table 3)
Outcrop Sample A0843887 reported 5.3 g/t gold (Au) and 1.1% copper (Cu)
Outcrop Sample A0843763 reported 6.25% copper (Cu ), 107 g/t silver (Ag) and 0.13 g/t gold (Au)
Outcrop Sample A0843759 reported 4.97% copper (Cu) and 0.27 g/t gold (Au)

Summary of 2023 Bradley Peak Work Program

Relevant Gold’s exploration thesis is based on extensive academic research that links Wyoming to the Abitibi gold belts at the time of gold mineralization (2.65 billion years ago) and shows how the two crustal blocks rifted apart (2.1 billion years ago) to where they presently reside. The Company achieved strong initial proof of this concept in 2022 at the Golden Buffalo Gold Property (See Feb. 06, 2023 News Release), and provided the basis for a robust 2023 regional exploration program to systematically identify additional new target opportunities across Relevant Gold’s portfolio of 5 district-scale assets. This year’s initial mapping & sampling program at Bradley Peak had 3 main goals:

Understand the potential & scale of gold mineralization
Answer key geologic questions
Establish Target Zones

The 2023 mapping and sampling program was designed to characterize the gold and pathfinder element signatures of the rock assemblages existing on the property and answer important geological questions. The major observations from this initial mapping and sampling program are:

Bradley Peak is a complex greenstone belt terrane comprising mafic volcanics, intrusives and metasedimentary rocks that exhibit strong indicators of a large-scale orogenic gold/copper system.
More than 30+ km of previously unrecognized prospective shear zones were mapped in 2023 with mineralization, alteration, structure, and lithology similar to that of the Abitibi Greenstone Belt.
3 district-scale target areas showing multiple styles of mineralization were identified:
Orogenic style (Apex, Kortes and Deserted Treasure)
Intrusion-related (Apex and Kortes).
Airborne geophysics was recently published by the Wyoming Geological Survey and US Geological Survey and will further aid in exploration targeting (See May 24, 2023 News Release).

A total of 216 rock chip samples were assayed for gold and multi-element geochemical suites. 34 samples had detectable gold (>0.01 g/t Au) including 9 samples that also carried >1% copper (Cu) (See Table 3 below). This work successfully identified 3 district-scale high-grade Au, Ag, and Cu target areas: 1) Kortes, 2) Apex, 3) Deserted Treasure (Figure 14).

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

==> picture [519 x 401] intentionally omitted <==

Figure 14 : Bedrock geology map of Bradley Peak project with 2023 sampling results, previous Relevant Gold samples and the three newly identified target zone areas. Subset maps are zoomed in to each target zone area.

Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights	Bradley Peak Project - 2023 Assay Highlights
Sample_ID	Au (ppm)	Ag (ppm)	As (ppm)	Cu (%)	Cu (ppm)	Pb (ppm)	Sb (ppm)	W (ppm)	Zn (ppm)	Rock Type
A0843887	5.35	16.87	59	1.105	11050	1511.1	1.4	0.5	1776	Qtz-carb-cpy vein
A0843764	0.879	3.2	514.5	3.365	33650	10.6	2	1.7	1163	Qtz-carb-cpy vein
A0843856	0.685	0.18	48.1		298.6	10	0.9	1.1	81	Gossanous vein bx
H583476	0.597	0.3	7.5		60.6	44.4	0.8	396.7	67	Chl-act schist w/ox py
A0843765	0.414	4.37	178.3	1.377	13770	47.2	9.9	2.6	2007	Qtz-carb-cpy vein
A0843759	0.274	5.59	267.2	4.974	49740	12.1	9.2	0.8	3246	Qtz-carb-cpyvein
A0843926	0.252	0.28	382.2		104.1	3.4	4	1.1	138	Lim-goe qtz vein
A0843920	0.223	1.62	343.6		167.8	28.2	3.6	0.3	6	Silicified, ox qtz vein bx
A0843760	0.181	3.81	680.4		2440.6	321.9	13	1	1150	Qtz vein in chl-act schist
A0843861	0.149	6.35	164.4	3.254	32540	34.3	3.2	2.2	335	Qtz-carb-cpy vein
A0843763	0.134	107	177.5	6.25	62500	9.8	1.6	1.2	599	Bx, ox, qtz-carb-cpy vein
A0843758	0.091	4.02	226.4		6524.6	70.8	2	0.4	1678	Qtz-carb-cpy vein
A0843909	0.061	5.41	50.7	2.798	27980	3.1	1.1	0.3	39	Qtz-carb-cpy vein
A0843866	0.035	4.11	417.2	2.391	23910	24.5	2.1	2.7	517	Qtz-carb-cpy vein
A0843862	0.022	2.3	120.1	2.367	23670	51.3	29.6	3.1	1455	Altered mafic schist
Abbreviations: Actinolite = act; Breccia = bx; Carbonate = carb; Chlorite = chl; Chalcopyrite = cpy; Fine-grained = fg; Goethite =goe;Limonite= lim; Oxidized=ox;Pyrite=py; Quartz =qtz

Table 3 : Highlight assay and geochemistry results from the 2023 mapping and sampling program at Bradley Peak.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Kortes Zone

The Kortes target zone has at least 1.8 kilometers of mapped hydrothermally altered shear zone with up to 6.5 g/t Au, 107 g/t Ag, and 6.25% Cu in complex quartz-carbonate-chalcopyrite veins of variable widths (Figure 14). This target area lies in the northern portion of Bradley Peak where 2023 work found gold mineralization within orogenic quartz-carbonate veins, hosted in both mafic to ultramafic metavolcanics, mafic to ultramafic intrusions, and iron-formation. There is additional evidence for intrusion-related vein arrays.

Mineralized shear zones are observed as Reidel P-shears reflecting progressive wrenching along the Kortes Fault. Alteration includes abundant ankerite in halos surrounding shear zones in mafic rocks and iron-formation as well as hydrothermal, retrograde alteration assemblages including chlorite-actinolite-sulfide in mafic rocks adjacent to shear zones and quartz veins.

Apex Zone

Relevant Gold has recognized previously unmapped sheared and altered Quartz-Feldspar-Porphyry intrusive rocks within the larger package of mafic greenstone volcanics. Gold, copper, and base metal mineralization has been sampled throughout the Apex Zone with grades up to 1.18 g/t Au and 2.14% Cu (Figure 14). Additionally, multiple areas of quartz-sericite-pyrite altered rocks containing anomalous gold and pathfinder elements were newly identified within sheared zones to the northwest of the known historic mining corridor. This suggests the broader Apex Zone could host additional orogenic gold and/or intrusion-related vein systems.

The Apex zone is centrally located within an at least 4.5 km shear zone and hosts two historic mines including the Apex Mine and the Sunday Morning Prospect. No historic production numbers are known, but significant workings are present, and the Wyoming Geological Survey reports up to 2.1 ppm Au, 27 ppm Ag, and 5.8% Cu from the Sunday Morning Prospect.

Deserted Treasure Zone

The Deserted Treasure zone is another shear-hosted, orogenic, quartz-carbonate vein array in a broad fold hinge in altered mafic metaigneous rocks, mafic metavolcanics, and iron-formation cut by multiple NE-trending shear zones. The zone is bound by the Dewesse Fault, which is a crustal-scale fault juxtaposing the Bradley Peak Ultramafic complex with the Sunday Morning Creek Metavolcanics. This fault acted as a conduit for deeply sourced hydrothermal fluids. The area is affected by widespread chlorite-carbonate-epidote alteration associated with mylonitic to cataclastic zones hosting quartz-carbonate-chalcopyrite veins with local occurrences of visible gold. 2023 rock chip sampling returned up to 5.35 g/t Au and 1.1% Cu and Relevant Gold samples collected in 2019 returned up to 72.4 g/t Au.

Other Properties

The Company owns 100% interest in the Windy Flats project located southeast of the historic Carrissa mine in the South Pass Mining District. This is a Greenfields project comprised of 313 contiguous unpatented BLM mining claims covering approximately 6,200 acres. In addition to the assets described above, the Company continues to generate and review assets for acquisition that fit their Wyoming/Abitibi gold thesis.

SELECTED ANNUAL INFORMATION

A summary of selected information of the Company’s financial position is as follows:

		Year ended	December 31,
	2023	2022	2021
	$	$	$
Net loss and comprehensive loss	(3,404,580)	(6,087,945)	(2,543,094)
Net loss per share - basic and diluted	(0.06)	(0.13)	(0.09)
Total assets	1,246,558	1,348,652	889,339
Total liabilities	558,164	323,425	318,769
Workingcapital	689,196	1,039,340	570,570

The Company reported a decrease in net loss and comprehensive loss of $3,404,580 compared to $6,087,945 in the prior year due to the decrease in field-based exploration expenses at the Golden Buffalo Gold Property and a decrease in share-based compensation from the immediate vesting of all common shares from granted to directors and officers in Fiscal 2023.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

RESULTS OF OPERATIONS

The following discussion explains the variations in the key components of the Company’s operating results. As with most junior mineral exploration companies, the results of operations are not the main factor in establishing the financial health of the Company. Of greater significance are the mineral properties in which the Company has, or may earn, an interest, its working capital, and how many shares it has outstanding. For details on the results of work on and other activities in connection with the Company’s exploration of mineral properties, see “Exploration and Evaluation Expenditures”.

	Q4 2023	Q4 2022	Fiscal 2023	Fiscal 2022
	$	$	$	$
Operating expenses
Consulting	15,000	15,000	80,000	67,100
Exploration and evaluation expenditures	847,855	1,593,581	2,386,017	4,109,721
Filing fees	10,771	3,475	86,976	38,961
General and administrative	21,843	44,229	86,442	208,369
Investor relations	54,912	60,819	112,454	61,839
Management fees	116,482	114,531	461,627	365,069
Professional fees	50,937	47,816	170,707	302,668
Share-based compensation	-	16,490	27,482	961,865
	1,117,800	1,895,941	3,411,705	6,115,592
Other income (expenses)
Foreign exchange	6,311	61,734	(14,439)	7,446
Other expense	-	-	(5,326)	-
Other income	8,944	10,748	26,890	20,201
Net loss and comprehensive loss for theperiod	(1,102,545)	(1,823,459)	(3,404,580)	(6,087,945)

Q4 2023 compared to Q4 2022

The Company reported a net loss and comprehensive loss of $1,102,545 compared to $1,823,459 in the prior year comparable period. The primary drivers of this decrease in the net loss and comprehensive loss were as follows:

Exploration and evaluation expenditures decreased to $847,855 compared to $1,593,581 in the prior year comparable period primarily due to higher expenses of fieldwork, drilling and trenching activities incurred in the Golden Buffalo Gold Property during the prior year comparable period and lower expenses incurred in the first phase of drilling program in the Lewiston Gold Property during the current period.
General and administrative decreased to $21,843 compared to $44,229 in the prior year comparable period primarily due to a decrease in office work requirements for exploration activities for exploration in the Golden Buffalo Gold Property decreased in the current period.
Share-based compensation decreased to $nil compared to $16,490 in the prior year comparable period due to the stock options granted to directors and officers on May 20, 2022, which fully vested on May 20, 2023.

Partially offsetting the decrease in the net loss and comprehensive loss were increases to certain expenses as follows:

Filing fees increased to $10,771 compared to $3,475 in the prior year comparable period due to additional expenses incurred for maintaining listings on the TSX-V and OTCQB in the current period.

Fiscal 2023 compared to Fiscal 2022

The Company reported a net loss and comprehensive loss of $3,404,580 compared to $6,087,945 in the prior year. The primary drivers of this decrease in the net loss and comprehensive loss were as follows:

Exploration and evaluation expenditures decreased to $2,386,017 compared to $4,109,721 in the prior year primarily due to the higher drilling costs for the Golden Buffalo Gold Property in prior year. In the current year, exploration expenses at the Golden Buffalo Gold Property were minimal. Partially offsetting the decrease was exploration costs associated with the drilling exploration program at the Lewiston Gold Property that commenced during September 2023.
General and administrative decreased to $86,442 compared to $208,369 in the prior year due to the receipt of a supplier credit of $53,712 (US$40,000) in June 2023 and a decrease in office work requirements for exploration activities for exploration in the Golden Buffalo Gold Property.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Professional fees decreased to $170,707 compared to $302,668 in the prior year. Professional fees during the current year were incurred for corporate tax preparation, annual audit activities, the Company’s OTCQB application and legal oversight for continuous disclosures. Professional fees during the prior year included corporate disclosures, audit fees and fees incurred for the public listing completed on August 11, 2022.
Share-based compensation decreased to $27,482 compared to $961,865 in the prior year due to the immediate vesting of 3,750,000 stock options granted to directors and officers on May 20, 2022, which fully vested on May 20, 2023.

Partially offsetting the decrease in the net loss and comprehensive loss were increases to certain expenses as follows:

Investor relations increased to $112,454 compared to $61,839 in the prior year due to increased marketing activities including conference attendance, analytics, and subscriptions services during the current period.
Management fees increased to $461,627 compared to $365,069 in the prior year due to the addition of new management roles during Q3 2022, to support planned future exploration and evaluation activities.
Filing fees increased to $86,976 compared to $38,961 in the prior year due to an increase in expenses incurred for maintaining listings on the TSX-V and OTCQB.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes selected quarterly financial information for the last eight quarters:

Q4 2023 Q32023	Q2 2023	Q1 2023
$ $ Net loss and comprehensive loss (1,102,545) (1,585,834) Net lossper share - basic and diluted (0.02) (0.03)	$ (304,628) (0.01)	$ (411,573) (0.01)

Q4 2022 Q32022 Q2 2022		Q1 2022
$ $ $ Net loss and comprehensive loss (1,823,459) (2,522,595) (1,182,094) Net lossper share - basic and diluted (0.04) (0.05) (0.02)		$ (559,797) (0.01)

During the last eight quarters, the Company’s net loss has ranged between $304,628 and $2,522,595. Quarterly losses are correlated to the level of exploration activity in any given quarter. Exploration expenditures decreased in Q1 2023 and Q2 2023 due to the completion of drilling targets at the Golden Buffalo Gold property in Fiscal 2022. Since the acquisition of the Lewiston Gold Property in October 2020, the Company incurred exploration expenditures upon the commencement of field-based exploration resulting in the increase of net loss and comprehensive loss in Q3 2023.

In Q1 2022, activities were limited as compared to other quarters while the Company worked to complete a non-brokered private placement of common shares. The loss amounts in Q2 through Q4 2022 increased as a result of non-cash share-based compensation associated with the grant of stock options and the drilling program at the Golden Buffalo Gold Property which commenced in late Q2 2022. In addition, completing the Company’s public listing in Q3 2022 resulted in increased professional fees. Included in the losses for the quarters from Q2 to Q4 2022, were increased management fees, which driven by fees paid to new management roles added to assist exploration and increased investor relations. The decreases in net loss during Q1 and Q2 2023 were due to significantly less exploration expenditures incurred from curtailing the drilling program at the Golden Buffalo Gold Property starting 2023. Net loss increased in Q3 2023 primarily due to exploration expenses incurred on the drilling program at the Lewiston Gold Property starting September 2023. The decrease in net loss in Q4 2023 is primarily due to a decrease in exploration expenses at the Golden Buffalo Gold Property.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

EXPLORATION AND EVALUATION EXPENDITURES

A summary of the Company’s exploration and evaluation expenditures for the years ended December 31, 2023 and 2022 are as follows:

	Q4 2023	Q4 2022	Fiscal 2023	Fiscal 2022
	$	$	$	$
Golden Buffalo Gold Property
Acquisition cost	-	-	-	380,010
Analysis	-	135,967	138,090	135,967
Claim fees	-	-	158,243	162,129
Drilling and trenching	-	955,564	37,356	2,086,925
Decommissioning expenses, net of accretion	52	94,273	(8,598)	94,273
Equipment rental	16,348	32,205	16,348	61,485
Field work	86,882	166,898	124,808	370,405
Lease payments	(19,615)	-	308,565	168,866
Materials and supplies	12,639	20,461	14,679	75,284
Vehicle expense	-	5,231	1,906	14,433
Other	19,971	81,144	82,281	181,925
	116,277	1,491,743	873,678	3,731,702
Lewiston Gold Property
Claim fees	709	-	135,393	137,676
Drilling and trenching	310,670	-	715,232	-
Decommissioning expenses, net of accretion	60,494	-	60,494	-
Equipment rental	62,152	-	62,615	-
Field work	93,024	-	116,095	-
Lease payments	92,641	92,329	92,641	92,329
Materials and supplies	7,102	-	8,181	-
Vehicle expense	1,465	-	3,341	-
Other	48,860	-	59,972	20
	677,117	92,329	1,253,964	230,025
General exploration
Claim fees	-	1,112	134,684	134,492
Dues and subscriptions	-	-	4,923	-
Equipment rental	-	-	-	283
Field work	43,455	-	79,671	47
Lease payments	3,461	3,503	3,461	3,503
Materials and supplies	7,544	-	7,544	-
Repairs and maintenance	-	-	2,683	-
Vehicle expense	-	116	1,477	251
Other	1	4,778	23,932	9,418
	54,461	9,509	258,375	147,994

	847,855	1,593,581	2,386,017	4,109,721

Golden Buffalo Gold Property

The Golden Buffalo Gold Property comprises a block of unpatented claims and private lands surrounding smaller areas of private lands, state lands, and other unpatented claims. The total land area controlled by the Company in the Golden Buffalo Gold Property is about 3,845 hectares (9,500 acres). The Company controls a total of 459 unpatented BLM lode mining claims which includes a lease with an option-to-purchase agreement on 88 claims controlled by Golden Buffalo Mining Company (“Lease Option”). The Company has a lease with option to purchase agreement with claims and private patented lands controlled by Hay Hook Ranch LLC which includes 320 acres of private patented land.

On August 20, 2021, the Company entered into a lease agreement with option to purchase the Golden Buffalo Gold Property. The Company can acquire a 100% undivided interest in the property by exercising the option to purchase at any time prior to the 7th anniversary of the date of the agreement for total purchase consideration of US$15,000,000 and 1,500,000 common shares of the Company.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

The Company has paid the following acquisition costs:

$378,087 (US$300,000) cash and issued 500,000 common shares of the Company at $0.20 per share for a total value of $100,000 on August 20, 2021, the effective date of the agreement;
$380,010 (US$300,000) on January 1, 2022.

Additionally, the Company has paid the following lease payments to keep the agreement in good standings:

$130,563 (US$100,000) on August 20, 2022;
$268,280 (US$200,000) on August 20, 2023.

Subsequent to the year ended December 31, 2023, the Company entered into a new purchase agreement (“Purchase Agreement”) with Golden Buffalo Mining Inc. (“GBMC”) to complete the acquisition of the Golden Buffalo Gold Property. As a result, the Lease Option was terminated.

The Company will be granted the exclusive and unrestricted right to access, explore, and develop the properties for the duration of the agreement. The claims are subject to a 3% net smelter royalty regardless of whether the option to purchase is exercised. The Company can reduce the net smelter royalty to 1% by paying US$5,000,000 at any time during the term of the agreement.

Hay Hook Property

On May 23, 2022, the Company entered into a lease agreement with Hay Hook Ranch, LLC, with option to purchase 640 acres of surface lands, known as split-estate under the Stock Raising Homestead Act, as well as approximately 320 acres of patented fee lands, including both the surface and mineral rights located in Fremont County, Wyoming (the “Hay Hook Property”). The Hay Hook Property is contiguous to the Golden Buffalo Gold Property.

The Company has the option to purchase the Hay Hook Property for a purchase price of US$3,500,000. Until such time as the option is exercised, the Company is required to make a series of lease payments in the amounts and by the dates as follows:

US$30,000 payable on May 23, 2022, the effective date of the agreement (fully paid $38,303);
US$30,000 payable on May 23, 2023 (fully paid $40,285);
US$30,000 payable on May 23, 2024;
US$60,000 payable on May 23, 2025;
US$66,000 payable on May 23, 2026;
US$72,600 payable on May 23, 2027;
US$79,860 payable on May 23, 2028; and
US$87,846 payable on May 23, 2029.

The lease payments are not credited towards the purchase price if the option is exercised. The lease payments will be credited towards future royalty payments if the option is exercised.

The lands are subject to a 2% net smelter returns royalty. The Company can reduce the net smelter returns royalty to 1% by paying US$4,000,000 at any time during the term of the agreement.

Lewiston Gold Property

On October 13, 2020, the Company purchased a 100% interest in the Fremont and Carbon County, Wyoming project from Relevant Resources LLC for purchase consideration of 12,000,000 common shares of the Company with a fair value of $161,000. Relevant Resources LLC is controlled by the Chief Executive Officer and Chief Exploration Officer of the Company.

Gyorvary claims

On December 18, 2020 (the “Agreement Date”), the Company entered into a lease agreement with Gyorvary Mining Company, Inc., with option to purchase a series of claims located in the state of Wyoming (the “Gyorvary claims”). The Company can acquire a 100% undivided interest in the claims by exercising the option to purchase at any time prior to the 50th anniversary of the date of the agreement for total purchase consideration of US$4,000,000. Gyorvary claims are contiguous to the Lewiston Gold Property.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Until such time as the option to purchase is exercised, the Company is required to make a series of annual lease payments amounting to US$68,000 on or before each anniversary of the agreement date, with the exception of the first series of lease payments, half of which were due upon entering the agreement and half of which are payable on the six-month anniversary of the Agreement Date. These lease payments are not credited towards the purchase price if the option to purchase is exercised.

The Company has paid the following lease payments:

US$34,000 payable on December 18, 2020, the effective date of the agreement (fully paid $42,952);
US$34,000 payable on June 18, 2021, the six-month anniversary of the agreement (fully paid $42,850);
US$68,000 payable on December 18, 2021 (fully paid $85,700);
US$68,000 payable on December 18, 2022 (fully paid $92,329);
US$68,000 payable on December 18, 2023 (fully paid $92,641).

The Company will be granted the exclusive and unrestricted right to access, explore, and develop the properties for the duration of the agreement.

The claims are subject to a 3% net smelter royalty regardless of whether the option to purchase is exercised. However, 50% of all lease payments made prior to the exercise of the option to purchase will be credited against future royalties.

SOURCES AND USES OF CASH

	Fiscal 2023	Fiscal 2022
	$	$
Cash used in operating activities	(3,125,242)	(4,825,370)
Cash used in investing activities	(61,358)	(80,160)
Cash provided by financing activities	3,040,265	5,594,447
Change in cash during the period	(146,335)	688,917
Cash, beginning of the period	1,197,916	508,999
Cash,end of theperiod	1,051,581	1,197,916

For Fiscal 2023, the Company reported a decrease in cash used in operating activities to $3,125,242 compared to 4,825,370, in the prior year, largely due to a decrease in cash spent on exploration activities at the Golden Buffalo Gold Property.

Cash provided by financing activities in both Fiscal 2023 and Fiscal 2022 were the result of non-brokered private placement of common share units. The Company plans to use these funds for exploration and working capital purposes.

RELATED PARTY TRANSACTIONS

Key management personnel include those persons that have the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and nonexecutive members of the Company’s Board of Directors and corporate officers.

During the year ended December 31, 2023, exploration and evaluation expenditures of $169,451 (2022 - $620,562), general and administrative expenses of $35,159 (2022 - $179,560), and professional fees of $nil (2022 - $50,879) were incurred with Big Rock Exploration, LLC (“Big Rock”), a company controlled by Rob Bergmann and Brian Lentz, who are the Chief Executive Officer (“CEO”) and Chief Exploration Officer (“CXO”), respectively, and founding members of the Company. As at December 31, 2023, $200,159 (December 31, 2022 - $183,248) was due to Big Rock and included in accounts payable and accrued liabilities.

During the year ended December 31, 2023, the Company incurred $84,452 (2022 - $43,518) of exploration and evaluation expenditures, $8,544 (2022 - $5,461) of general and administrative expenses, $nil (2022 - $1,020) of investor relations and $461,627 (2022 - $365,069) of management fees with BRI, LLC, a company controlled by the CEO and CXO of the Company. As at December 31, 2023, $42,561 (December 31, 2022 - $nil) was due to BRI, LLC and included in accounts payable and accrued liabilities.

During the year ended December 31, 2023, the Company incurred $60,000 (2022 - $60,500) of consulting fees with Mahesh Liyanage Ltd., a company controlled by Mahesh Liyanage, the Company’s CFO.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

During the year ended December 31, 2023, the Company incurred share-based compensation of $nil (2022 - $778,286) with the key management personnel. The share-based compensation related to the stock options granted to the Company’s Board of Directors and corporate officers in May 2022.

A summary of the Company’s related party transactions is as follows:

	Fiscal 2023	Fiscal 2022
	$	$
Consulting	60,000	60,500
Exploration and evaluation expenditures	253,903	664,080
General and administrative	43,703	185,021
Investor relations	-	1,020
Management fees	461,627	365,069
Professional fees	-	50,879
Share-based compensation	-	778,286
	819,233	2,104,855

As at December 31, 2023, a total of $242,720 (December 31, 2022 - $183,248) was due to the related parties and included in accounts payable and accrued liabilities. The amounts are unsecured, non-interest-bearing and have no fixed term of repayment.

OUTSTANDING SHARE DATA

A summary of the number of the Company’s issued and outstanding equity instruments is as follows:

	December 31,	MD&A
	2023	Date
	#	#
Common shares issued and outstanding	62,291,226	63,791,226
Warrants	18,146,240	18,146,240
Options	3,675,000	3,975,000

TECHNICAL DISCLOSURE

All technical disclosure covering the Company’s mineral properties was prepared under the supervision of Mr. Brian Lentz, Chief Exploration Officer, for the Company. Mr. Lentz is a Certified Professional Geologist (#11999) with the American Institute of Professional Geologists and a Qualified Person under the definition of NI 43-101 Standards of Disclosure for Mineral Projects . Mr. Lentz is not independent by virtue of his position as a director, management team member, and a major shareholder.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

As at December 31, 2023, the Company had cash of $1,051,581 (December 31, 2022 - $1,197,916) and accounts payable and accrued liabilities of $415,844 (December 31, 2022 - $229,152) with contractual maturities of less than one year. The Company had sufficient cash to meet its current liabilities as at December 31, 2023. The Company assessed its liquidity risk as low as at December 31, 2023, however, will require additional financing to fund future operations.

The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances and suitable debt financing and/or other financing arrangements. While the Company’s management has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future. These factors create material uncertainties, which in turn cast significant doubt as to the Company’s ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at December 31, 2023 or at the MD&A Date.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

CONTINGENT LIABILITIES

The Company has no contingent liabilities as at December 31, 2023 or at the MD&A Date.

INVESTOR RELATIONS

Starting September 1, 2023, the Company engaged Independent Trading Group, Inc. (“ITG”) to provide marketing-making services to the Company in accordance with the policies of the TSX-V for a fee of $6,000 per month, payable monthly in advance. The service agreement will renew automatically unless terminated by one of the parties pursuant to the terms of the agreement. ITG and the Company are unrelated and unaffiliated entities and neither ITG nor its principals have any interest in the securities of the Company.

PROPOSED TRANSACTIONS

The Company has no proposed transactions as at December 31, 2023 or at the MD&A Date.

CHANGES IN ACCOUNTING POLICIES

The Company adopted the following amendments to accounting standards, which are effective for annual periods beginning on or after January 1, 2023:

Disclosure of accounting policies - amendments to IAS 1 and IFRS Practice Statement 2

The amendments to IAS 1 Presentation of financial statements and IFRS Practice Statement 2 Making materiality judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Company’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company’s financial statements.

Definition of accounting estimates - amendments to IAS 8

The amendments to IAS 8 Accounting policies, changes in accounting estimates and errors clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Company’s financial statements.

Deferred tax related to assets and liabilities arising from a single transaction - amendments to IAS 12

The amendments to IAS 12 Income Taxes narrow the scope of the initial recognition exception, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases and decommissioning liabilities. The amendments had no impact on the Company’s financial statements.

SIGNIFICANT ESTIMATES AND JUDGMENTS

The preparation of the Financial Statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The 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, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Valuation of share-based compensation

The Company uses the Black-Scholes option pricing model for valuation of share-based compensation recorded in connection with stock option grants. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating and mineral property expenditures and meet its liabilities for the ensuing year as they fall due involves judgment based on historical experience and other factors including the expectation of future events that are believed to be reasonable under the circumstances. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions exist that may cast significant doubt upon the Company’s ability to continue as a going concern.

Decommissioning liability

The Company’s expected future costs for site closure and reclamation activities is subject to significant management estimates. Estimates of reclamation costs could change as a result of changes in regulatory requirements and management assumptions regarding the timing and amount of the future expenditures and estimates of inflation and discount rates. Decommissioning liabilities represent management’s best estimate of the present value of the future reclamation and remediation obligation. The actual future expenditures may differ from the amounts currently provided.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value information

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – 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 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Cash is classified as Level 1 in the fair value hierarchy. The Company’s reclamation bonds and accounts payable and accrued liabilities are classified as and measured at amortized cost. The fair value of reclamation bonds and accounts payable and accrued liabilities approximates their carrying values due to the relatively short term to maturity of these instruments.

Credit risk

Credit risk is the risk of loss to the Company associated with the counterparty’s inability to fulfill its payment obligations. The Company’s credit risk relates primarily to cash and reclamation bonds. The Company minimizes its credit risk related to cash by placing cash with major financial institutions. Reclamation bonds are held by the Wyoming Department of Environmental Quality. The Company believes it has no significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company is exposed to liquidity risk through accounts payable and accrued liabilities. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and seeking equity financing when needed.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s financial assets and financial liabilities are not exposed to interest rate risk as the Company has no financial instruments that are subject to variable interest rates. The Company is not exposed to interest rate risk as at December 31, 2023.

Foreign currency risk

Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies (US$).

A summary of the Company’s financial assets and liabilities that are denominated in US$ is as follows:

	December 31,	December 31,
	2023	2022
	$	$
Cash	147,122	118,324
Reclamation bonds	141,518	80,160
Accountspayable and accrued liabilities	(361,818)	(187,853)

A 5% change in the foreign exchange rates would result in an impact of approximately $3,400 to the Company’s net loss.

RISK FACTORS AND UNCERTAINTIES

The Company is subject to many risks that may affect future operations over which the Company has little control. These risks include, but are not limited to, intense competition in the resource industry, market conditions and the Company’s ability to access new sources of capital, mineral property title, results from property exploration and development activities, and currency fluctuations. The Company has incurred losses since inception and there is no expectation that this situation will change in the foreseeable future.

Competition

Other exploration companies, including those with greater financial resources than the Company, could adopt or may have adopted the same business strategies and thereby compete directly with the Company, or may seek to acquire and develop mineral claims in areas targeted by the Company. While the risk of direct competition may be mitigated by the Company’s experience and technical capabilities, there can be no assurance that competition will not increase or that the Company will be able to compete successfully.

Access to capital

The exploration and subsequent development of mineral properties is capital intensive. Should it not be possible to raise additional equity funds when required, the Company may not be able to continue to fund its operations which would have a material adverse effect on the Company’s potential profitability and ability to continue as a going concern. At present, the Company has cash resources to fund planned exploration for the next twelve months. Timing of additional equity funding will depend on market conditions as well as exploration requirements.

Market

The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Foreign operations and political risk

The Company’s mineral properties are located in United States. In foreign jurisdictions, mineral exploration and mining activities may be affected in varying degrees by political or economic instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may materially adversely affect its business, or if significant enough, may make it impossible to continue to operate in certain countries. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and exploration health and safety. These risks are not unique to foreign jurisdictions and apply equally to Canada.

Mineral property tenure and permits

The Company has completed a review of its mineral property titles and believes that all requirements have been met to ensure continued access and tenure for these titles. However, ongoing requirements are complex and constantly changing so there is no assurance that these titles will remain valid. The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.

Although the Company acquired the rights to some or all of the resources in the ground subject to the tenures that it acquired, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. It is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry-on exploration activities, the Company will be able to negotiate a satisfactory agreement with existing landowners for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions.

Speculative nature of mineral exploration and development

The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no assurance that commercial quantities of ore will be discovered on any of the Company’s properties.

Even if commercial quantities of ore are discovered, there is no assurance that the mineral property will be brought into production. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as its size, grade, metallurgy, and proximity to infrastructure; commodity prices, which have fluctuated widely in recent years; and government regulations, including those relating to taxes, royalties, land tenure, land use, aboriginal rights, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, and the Company’s business may be adversely affected by its inability to advance projects to commercial production.

Commodity prices

The prices of gold, silver, copper, lead, zinc, molybdenum, and other minerals have fluctuated widely in recent years and are affected by a number of factors beyond the Company’s control, including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, consumption patterns, and speculative activities and increased production due to improved exploration and production methods. Fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies and the willingness of companies to participate in joint ventures with the Company and the level of their financial commitment. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

RELEVANT GOLD CORP. Management’s Discussion and Analysis For the years ended December 31, 2023 and 2022

Conflicts of interest

Certain directors and officers of the Company also serve as directors, officers and advisors of other companies involved in natural resource exploration and development. To the extent that such companies may participate in ventures with the Company, such directors and officers may have conflicts of interest in negotiating and concluding the terms of such ventures. Such other companies may also compete with the Company for the acquisition of mineral property rights. In the event that any such conflict of interest arises, the Company’s policy is that such director or officer will disclose the conflict to the board of directors and, if the conflict involves a director, such director will abstain from voting on the matter. In accordance with the Business Corporations Act (BC), the directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company.

Dependence upon others and key personnel

The success of the Company’s operations will depend upon numerous factors including its ability to attract and retain additional key personnel in exploration, marketing, joint venture operations and finance. This will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel, and consultants can be particularly intense.

Government regulation

The Company operates in an industry which is governed by numerous regulations, including but not limited to, environmental regulations as well as occupational health and safety regulations. Most of the Company’s mineral properties are subject to government reporting regulations. The Company believes that it is in full compliance with all regulations and requirements related to mineral property interest claims.

However, it is possible that regulations or tenure requirements could be changed by the respective governments resulting in additional costs or barriers to development of the properties. This would adversely affect the value of properties and the Company’s ability to hold onto them without incurring significant additional costs. It is also possible that the Company could be in violation of, or non-compliant with, regulations it is not aware of.

Uninsured or uninsurable risks

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

OTHER INFORMATION

Additional information about the Company is available on the Company’s website at https://relevantgoldcorp.com/ and on SEDAR+ at www.sedarplus.ca.

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Relevant Gold Corp. — Management Reports 2024

48170_rns_2024-03-28_3200cde2-d3a3-405f-b861-869324bf9a53.pdf