Running Fox Resource Corp. — Management Reports 2026

Apr 20, 2026

Running Fox Resource Corp.

Management Discussion and Analysis

For the Three Months Ended February 28, 2026

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

Running Fox Resource Corp. (the "Company" or "Running Fox") has adopted the format prescribed by the Canadian Securities Regulators for the Company's Management Discussion and Analysis ("MD&A"). The following MD&A has been prepared as of April 20, 2026 and should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three months ended February 28, 2026 and the related notes, together with the audited consolidated financial statements for the year ended November 30, 2025 and the related notes.

Our fiscal year end is November 30. References to a fiscal year refer to the calendar year in which such fiscal year ends. Our quarter ends are the three-month periods that end on the last day of February, May, August, and November. For instance, "Q1 2026" refers to the three months ended February 28, 2026.

The referenced consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are expressed in Canadian dollars, which is the Company's functional currency, unless otherwise indicated.

FORWARD-LOOKING INFORMATION

By its nature, this MD&A may contain certain information of a forward-looking nature. Such forward-looking information involves substantial known and unknown risks and uncertainties. Most of these are beyond the control of the Company and may include: the impact of unpredictable swings in government policies and requirements, general economic conditions, industry conditions, currency fluctuations, environmental risks, and volatility of commodity prices.

Readers are cautioned that the assumptions used, while considered reasonable by the Company at the time, could subsequently prove to be incorrect to various degrees. As such, readers are cautioned not to place undue reliance on forward looking statements.

1. Description of Business

The Company was incorporated under the laws of Province of British Columbia on September 1, 1981. The Company is in the business of reviewing, optioning, or acquiring suitable projects and developing those projects for eventual cash flow.

2. Overall Performance

The Company currently has no active business operations and generates no operating revenue. Management's current strategy is limited to maintaining the Company's reporting issuer status while evaluating potential strategic alternatives.

During Q1 2026, management continued its efforts to identify and evaluate viable business opportunities but also expanded its scope to include the exploration of a potential reorganization of the Company. There is no assurance that these efforts will be successful. The Company's

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

ability to continue as a going concern remains dependent upon its ability to obtain the necessary financing to meet its ongoing liabilities and to successfully complete a strategic transaction.

3. Results of Operations

Three Months Ended February 28, 2026

For three months ended February 28, 2026, the Company recorded operating expenses of $27,978, compared to$ 16,897 for the three months ended February 28, 2025. The variance is primarily attributable to management fees, which were $10,000 in Q1 2026 compared to $nil in Q1 2025. During Q1 2025, the Company's CEO voluntarily waived all management fees to preserve the Company's liquidity. In Q1 2026, management fees were recognized but partially waived at the discretion of the CEO to further support the Company's working capital. Aside from this variance, expenditures across all other categories remained generally comparable between the two periods.

For the three months ended February 28, 2026, the Company recorded a net and comprehensive loss of $29,613, compared to a net and comprehensive loss of$ 20,013 for the three months ended February 28, 2025. The increase was mainly driven by the recognition of management fees as mentioned above. The Company did not report any revenues during both periods.

4. Summary of Quarterly Results

For the three months ended	2026	2025				2024
	28-Feb	30-Nov	31-Aug	31-May	28-Feb	30-Nov	31-Aug	31-May
Revenue	-	-	-	-	-	-	-	-
Net income (loss) *	(29,613)	(5,157)	23,300	(14,848)	(20,013)	(79,335)	(12,454)	(88,000)
Net income (loss) per share	(0.00)	(0.00)	0.00	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)
Total assets	23,185	47,077	75,546	55,052	73,408	82,365	162,859	172,560
Total long-term liabilities	-	-	-	-	-	-	-	-
Weighted average shares outstanding	54,770,548	54,770,548	54,770,548	54,770,548	54,770,548	54,770,548	54,770,548	54,770,548

All financial information is prepared in accordance with IFRS. All dollar amounts are expressed in Canadian dollars, which is the Company's functional currency, unless otherwise indicated.

5. Liquidity

The following table contains selected financial information of the Company's liquidity from continuing operations:

	2026	2025				2024
	28-Feb	30-Nov	31-Aug	31-May	28-Feb	30-Nov	31-Aug	31-May
Cash	22,760	5,031	74,076	14,621	8,046	341	638	2,183
Working capital	4,392	32,816	37,846	14,419	29,139	49,025	128,178	140,450

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

At February 28, 2026, the Company had cash balance of $22,760 (November 30, 2025 - $5,031) and working capital of $4,392 (November 30, 2025 - $32,816). The decrease in working capital is primarily attributable to the disposition of the Company's investment portfolio to fund ongoing corporate administrative costs and regulatory obligations. During the current period, the Company sold substantially all of its marketable securities, with proceeds held in cash. While this resulted in a higher ending cash balance compared to the prior period, the overall current asset base declined as the Company did not raise any equity financing during the period and utilized existing resources to satisfy its operational requirements.

While the Company's current cash position is expected to be sufficient to maintain its public listing status and meet immediate obligations in the short term, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing or complete a strategic transaction.

Management is exploring various strategic alternatives and funding options. However, no formal commitments are currently in place, and there can be no assurance that such financing or a strategic transaction will be available on favourable terms, if at all.

Cash Flows

During the three months ended February 28, 2026, the Company experienced a net cash inflow of $17,729, compared to cash inflow of $7,705 in the comparative period. This change was driven by the following activities:

• Operating Activities: The Company utilized $22,114 of cash during the three months ended February 28, 2026, to fund ongoing administrative, regulatory, and other operating costs. In comparison, the Company utilized $5,826 of cash during the three months ended February 28, 2025. As the Company has no revenue-generating operations, it expects to continue experiencing negative operating cash flow for the foreseeable future.
• Investing Activities: These resulted in net cash inflow of $39,843 during the three months ended February 28, 2026 (2025 – inflow of $13,531), primarily associated with the proceeds received from the sale of marketable securities.
• Financing Activities: The Company did not undertake any financing activities during the current or prior fiscal year.

6. Segmented Information

The Company is currently identifying new business opportunities. All assets and operations are located in Canada.

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

7. Capital Resources

The Company's capital resources primarily rely on potential financings through brokered and non-brokered private placements and potential debt financing if favourable fiscal terms are available.

The Company will depend primarily upon equity to finance its future projects. There can be no assurance that capital requirements will be met by this means of financing as inherent risks are attached therein, including commodity prices, financial market conditions, and general economic factors.

There were no financing activities during the three months ended February 28, 2026.

8. Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for the three months ended February 28, 2026.

9. Related Party Transactions

For the three months ended February 28, 2026, the Company incurred $10,000 (2025 – $nil) in management fees to the Chief Executive Officer ("CEO") of the Company.

All of the above compensation paid was equal to fair value or market rates and approved by audit committee.

Other than as listed above, there were no payments to directors or officers by virtue of their holding directorship or officer positions. No payments were made for serving on audit committee or for serving on special assignments.

10. Use of Estimates and Judgments

See Note 2(c) of the Company's unaudited condensed interim consolidated financial statements for the three months ended February 28, 2026.

11. Accounting Standards Issued but Not Yet Effective

See Note 3 of the Company's unaudited condensed interim consolidated financial statements for the three months ended February 28, 2026.

12. Financial Instruments and Other Instruments

The Company's financial assets and liabilities consist of cash, marketable securities, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. See Note 10 of the Company's unaudited condensed interim consolidated financial

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

statements for the three months ended February 28, 2026 for further information.

13. Outstanding Share Data

Common Shares

Authorized: unlimited common shares without par value

As at February 28, 2026 and the date of this MD&A, the Company had 54,770,548 common shares outstanding. No share transactions had occurred during the period ended, and subsequent to, February 28, 2026.

Share Purchase Warrants

As at February 28, 2026 and the date of this MD&A, the Company had no outstanding share purchase warrants.

Stock Options

The Company's shareholders have approved a stock option plan pursuant to which options may be granted to directors, officers, employees, and consultants of the Company to a maximum of 10% of the issued and outstanding common shares. As the board of directors has not formally approved the plan, the Company has not enacted the stock option plan. As at February 28, 2026 and the date of this MD&A, the Company has not granted any stock options.

14. Disclosure Controls and Procedures and Internal Controls over Financial Reporting

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the three months ended February 28, 2026 and this accompanying MD&A.

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

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

15. Termination of Employment, Change in Responsibilities and Employment or Management Contracts

Other than the management agreement described below, the Company has no compensatory plans or arrangements with its Executive Officers regarding resignation, retirement, or termination of services, including any change in responsibilities following a change in control.

The Company is party to a management agreement with its President. The material terms of the agreement include a monthly fee of $5,000 (exclusive of applicable taxes) for a three-year term and a severance payment equal to two months' fees plus applicable taxes in the event of termination, unless otherwise waived in writing by the President.

16. Additional Corporate Governance Information

Board of Directors

The Board of Directors currently consists of three directors. D. E. Brodie is considered independent. Michael Meyers, currently interim CEO and President, and Steven Schurman, CFO, are considered not independent.

Board Constitution

The operations of the Company do not support a large board of directors, and the Board has determined that the current constitution of the Board is appropriate for the Company's current stage of development. Similarly, given the size of the Company, all the Company's operations are conducted by a small management team which is also represented on the Board.

Compensation of Directors

The directors receive no cash compensation for acting in their capacity as directors of the Company. The compensation for senior management of the Company is determined by and at the discretion of the Board and the compensation of the Chief Executive Officer is determined by the Board as a whole.

Directorships

The directors of the Company do not hold directorship positions in any other publicly listed entities.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business, and industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics which applies to the directors, officers, and employees of the Company. The Board expects that fiduciary duties placed on

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

individual directors by the Company's governing corporate legislation and the common law, as well as provisions under corporate legislation for required disclosures by directors and senior officers to the Company of transactions with the Company in which they may have an interest and of any other conflicts of duties and interests, will also ensure that these persons conduct themselves in the best interests of the Company.

Nomination of Directors

Any director is free to nominate individuals for election or appointment to the Board; however, the Corporate Governance Committee has the principal responsibility with respect to selection and nomination of director nominees. The Committee is also responsible for developing qualification criteria for new Board members for recommendation to the Board in accordance with National Policy 58-201 – Corporate Governance Guidelines. The Committee also has the sole authority to retain and terminate any search firm to be used to identify director candidates and has the authority to approve the search firm's fees and other retention terms.

In making its recommendations to the Board regarding director nominees, the Committee shall consider:

(a) the appropriate size of the Board;
(b) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
(c) the competencies and skills that the Board considers each existing director to possess;
(d) the competencies and skills each new nominee will bring to the Board, and
(e) whether or not each new nominee can devote sufficient time and resources to the nominee's duties as a director of the Company.

Compensation

The Audit Committee reviews annually the adequacy and form of compensation of the directors and executive officers of the Company to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director or executive officer.

In evaluating (or making recommendations to the Board of Directors with respect to) the level of compensation for the executive officers, the Audit Committee reviews and considers the Company's corporate goals and objectives relevant to compensation for its executive officers and evaluates the performance of each executive officer in light of those corporate goals and objectives. In considering the compensation for executive officers other than the President, the Committee takes into account the recommendation of the President.

All compensation arrangements between the Company and any director or executive officer of the Company or between any subsidiary of the Company and any director or executive officer of the Company must be approved by the Committee.

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

There are no standard or other arrangements under which Directors of the Company were compensated by the Company during the most recently completed financial year for acting in their capacity as Directors.

Other Board Committees

The Board of Directors of the Company has no standing committees other than the Audit Committee.

Assessments

The effectiveness of the Board of Directors as a whole, any committee of the Board and individual directors is assessed on an ongoing basis by the Board and senior management.

Policy on Purchase of Financial Interests

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors have purchased such financial instruments.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company's standard TSX-V "Rolling 10 %" Share Option Plan (the "Plan") is approved annually by shareholders at the annual general meetings of the Company. The Plan incorporates the TSXV policies that are effective and was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Board.

The Plan provides that options will be issued to directors, officers, employees, or consultants of the Company or a subsidiary of the Company. The Plan also provides that the number of Common Shares issuable under the Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. All options expire on a date not later than 10 years after the date of grant of such options. As the board of directors has not formally approved the plan, the Company has not enacted the stock option plan. There are currently no options outstanding.

17. Additional Audit Committee Information

Pursuant to the Business Corporations Act (British Columbia) and National Instrument 52-110 – Audit Committees ("NI 52-110"), the Company is required to have an audit committee.

Audit Committee Charter

Pursuant to NI 52-110, the Company's audit committee is required to have a charter. A copy of the Company's Audit Committee Charter is set out in Schedule "B" to its 2012 Information Circular.

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

Composition of the Audit Committee

As at the date of this MD&A, the following is information on the members of the Company's Audit Committee:

Names:

Steven Schurman, Chair of the Audit Committee

Michael Meyers, Member of Audit Committee

D. E. Brodie, Member of Audit Committee

Relevant Education and Experience: Yes as to all

Independent: Yes as to D. E. Brodie

Financial Literacy: Yes as to all

The following describes the relevant education and experience of the members of the Audit Committee:

Steven Schurman, Audit Committee Chair, CPG

Mr. Schurman has over 40 years of experience in public markets and was a Professional Geologist (retired). He is knowledgeable in financial matters pertaining to the junior resource industry and understands the principles of estimates, accruals, and reserves, as well as internal controls and financial reporting pertinent to the Company.

Michael Meyers, Audit Committee Member, BA, JD, is a lawyer who has been involved with the resource markets for many years. Mr. Meyers has dealt with resource properties, assets, claims, and grants. He is knowledgeable in financial matters pertaining to the junior resource industry and understands the principles of estimates, accruals, and reserves, as well as internal controls and financial reporting pertinent to the Company.

D. E. Brodie, Audit Committee Member

Mr. Brodie has been actively involved in the investment arena for many years, including real estate. He is knowledgeable in financial matters pertaining to the capital markets and understands principles of estimates, accruals, and reserves, as well as internal controls and financial reporting pertinent to the Company.

Reliance on Certain Exemptions

At no time since January 1, 2011 has the Company relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 by a securities regulatory authority or regulator.

Audit Committee Oversight

At no time since January 1, 2011 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company's Board of Directors.

---

Running Fox Resource Corp. Management Discussion and Analysis For the Three Months Ended February 28, 2026 (Expressed in Canadian Dollars)

Pre-approval Policies and Procedures for Non-Audit Services

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

18. Other MD&A Requirements

Additional information relating to the Company is available online on SEDAR+ at www.sedarplus.ca including the annual audited financial statements.

10