Silver North Resources Ltd. — Management Reports 2024

Jan 30, 2024

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SILVER NORTH RESOURCES LTD. (Formerly Alianza Minerals Ltd.) MANAGEMENT’S DISCUSSION AND ANALYSIS

September 30, 2023

INTRODUCTION

This is Management’s Discussion and Analysis (“MD&A”) for Silver North Resources Ltd. (formerly Alianza Minerals Ltd.) (“Silver North” or the “Company”) and has been prepared based on information known to management as of January 29, 2024.

The MD&A is intended to complement and supplement the Company’s consolidated financial statements, but it does not form part of those consolidated financial statements. The MD&A should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended September 30, 2023, 2022 and 2021 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included in those financial statements and/or this MD&A are quoted in Canadian dollars unless otherwise specified.

FORWARD LOOKING STATEMENTS

Certain sections of this MD&A provide, or may appear to provide, a forward-looking orientation with respect to the Company’s activities and its future results. Consequently, certain statements contained in this MD&A constitute expressed or implied forward-looking statements. Terms including, but not limited to, “anticipate”, “estimate”, “believe” and “expect” may identify forward-looking statements. Forwardlooking statements, while they are based on the current knowledge and assumptions of the Company’s management, are subject to risks and uncertainties that could cause or contribute to the actual results being materially different than those expressed or implied. Readers are cautioned not to place undue reliance on any forward-looking statement that may be in this MD&A.

Forward looking statements that have been made in this MD&A include:

• Plans for exploration of the Company’s exploration and evaluation assets;

• Impairment of long-lived assets;

• The progress, potential and uncertainties of the Company’s exploration and evaluation assets in Canada (Yukon) and USA (Nevada and Colorado);

• References to future commodity prices;

• Budgets or estimates with respect to future activities;

• Estimates of how long the Company expects its working capital to last;

• Expectations regarding the ability to raise capital and to continue its exploration and development plans on its properties; and

• Management expectations of future activities and results.

ADDITIONAL INFORMATION

Financial statements, MD&A’s and additional information relevant to the Company and the Company’s activities can be found on SEDAR at www.sedarplus.com and/or on the Company’s website at www.silvernorthres.com.

SILVER NORTH RESOURCES LTD. Management’s Discussion & Analysis

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SUMMARY AND OUTLOOK

Silver North’s primary assets are its 100% owned Haldane silver project and the Tim silver project (under option to Coeur Mining, Inc. (“Coeur”)). Silver North also holds gold and base metal projects in Yukon Territory, Colorado and Nevada and is actively seeking partners for them. Silver North also holds certain royalties on projects in North and South America.

Silver North recognizes environmental, social and governance (“ESG”) best practices as key components to a responsible mineral exploration and mining sector. The Company’s exploration programs are conducted to meet or exceed environmental regulations, while respecting the communities and environments in which we operate. Silver North strives to earn its social licence wherever it is active, whether that be in northern Canada or southwestern United States, meeting regularly with local communities, regulators and other concerned parties before, and during, exploration work to understand issues important to local and Indigenous communities. Silver North’s approach is based on transparency, open communication, inclusivity and respect, to better enable social and economic benefit for communities as well as value for investors.

The environment for junior resource companies has been challenging for many months and it is anticipated that recovery of the sector may take many more months. We evaluate our projects on a regular basis using criteria that include political environment, relative cost of exploration, seasonality and type of mineral. As a result of our review, we may from time to time add or drop the Mineral Properties.

The Company completed a non-brokered private placement in two tranches closing October 19, 2023 and December 28, 2023 by issuing 2,700,000 non-flow-through units (“Unit”) at a price of $0.20 per Unit for gross proceeds of $540,000 and 2,300,000 flow-through shares (“FT Share”) at a price of $0.20 per FT Share for gross proceeds of $460,000. Each Unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share for a 36-month period at a price of $0.30. In connection with the financing, the Company paid $24,640 in cash finder’s fees and issued 123,200 finder’s warrants, each of which is exercisable into one common share at a price of $0.20 for a period of 36 months.

The proceeds of the flow-through shares will be spent on Canadian Exploration Expenditures as defined in the Income Tax Act, Canada. The proceeds of non-flow-through units are used for the Company’s working capital, general corporate expenses and to undertake further early stage exploration in certain USA and Canada properties, and for generating new projects.

For the 2023 fiscal year, the Company has continued to monitor its cash very closely and is focusing on key objectives to improve shareholder value. The Company intends to raise more funds either through exploration partnership agreements or with additional private placements in fiscal 2024.

Additional Mineral Property information, including 2023 activity, can be found in Section 3 and more detailed Mineral Property information can be found on the Company’s website at www.silvernorthres.com.

Management’s overall expectations for the Company are positive, due in part to the following factors:

• The Company is focusing its exploration on silver (and gold/base metal) due to management’s expectation of increasing silver (and gold/base metal) prices;

• The Company is active exploring on its Haldane property;

• The Company’s option agreement with Coeur Mining Inc. (“Coeur”) on the Tim property remain in good standing;

• The Company is working towards negotiating with potential partners on its existing portfolio of properties; and

• Positive results and progress on the Company’s exploration projects.

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TABLE OF CONTENTS

1. Background ............................................................................................................................................. 4
2. Overview .................................................................................................................................................. 4
2(a) Company Mission and Focus ...................................................................................................... 4
2(b) Qualified Person .......................................................................................................................... 4
2(c) Description of Metal Markets ..................................................................................................... 4
2(d) Use of the terms “Mineral Resources” and “Mineral Reserves” ............................................ 4
3. Mineral Properties ................................................................................................................................... 5
3(a) Canada .......................................................................................................................................... 5
i. Haldane, Yukon Territory, Canada ..................................................................................... 5
ii. Tim Property, Yukon Territory, Canada ............................................................................. 7
iii Yukon Territory, Canada - Others ....................................................................................... 8
3(b) USA ............................................................................................................................................... 9
i. Twin Canyon, Colorado, USA .............................................................................................. 9
ii. Klondike, Colorado, USA ...................................................................................................... 9
iii. Stateline, Colorado, USA ................................................................................................... 12
iv. BP, Nevada, USA ................................................................................................................ 13
v. East Walker, Nevada, USA ................................................................................................ 14
vi. Ashby, Nevada, USA .......................................................................................................... 14
3(c) Mexico ......................................................................................................................................... 15
4. Risks and Uncertainties ...................................................................................................................... 17
5. Impairment of Long-lived Assets ....................................................................................................... 18
6. Material Financial and Operations Information ................................................................................ 18
6(a) Selected Annual Financial Information ................................................................................... 18
6(b) Summary of Quarterly Results ................................................................................................ 19
6(c) Review of Operations and Financial Results ........................................................................... 19
6(d) Liquidity and Capital Resources .............................................................................................. 20
6(e) Disclosure of Outstanding Share Data ..................................................................................... 21
6(f) Off-Balance Sheet Arrangements ............................................................................................. 22
6(g) Transactions with Related Parties ........................................................................................... 22
6(h) Financial Instruments ............................................................................................................... 24
6(i) Management of Capital Risk ..................................................................................................... 26
7. Events after the Reporting Period ....................................................................................................... 26
8. Policies and Controls ........................................................................................................................... 27
8(a) Significant Accounting Judgments and Estimates .................................................................. 27
8(b) Exploration and Evaluation Assets .......................................................................................... 27
9. Internal Control Over Financial Reporting ......................................................................................... 28
10. Information on the Officers and Board of Directors ........................................................................ 28

SILVER NORTH RESOURCES LTD. Management’s Discussion & Analysis

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1. Background

Silver North was incorporated in Alberta, Canada, on October 21, 2005 under the Business Corporations Act of Alberta .

On August 14, 2023, the Company changed its name from “Alianza Minerals Ltd.” to “Silver North Resources Ltd.” and consolidated its shares on a five pre-consolidation common shares for one new common share basis (“Consolidation”) and began trading on the TSX Venture Exchange (the “Exchange” or “TSXV”) under the symbol “SNAG”. Historical information on the formation of the Company can be found on the Company’s website www.silvernorthres.com or on SEDAR at www.sedarplus.com.

2. Overview

2(a) Company Mission and Focus

The Company’s goal is to advance its 100% owned Haldane silver project and Tim silver project (under option to Coeur).

The Company also actively seeks to partner its other gold and base metal projects in Yukon Territory (Canada), Colorado and Nevada (USA).

2(b) Qualified Person

Jason Weber, BSc., P.Geo is the Qualified Person as defined under National Instrument 43-101 responsible for the technical disclosure in this document. Mr. Weber is the President and Chief Executive Officer of Silver North.

Mr. Weber prepared the technical information contained in this MD&A.

2(c) Description of Metal Markets

Silver (and gold/base metal) prices have remained above their long term averages, albeit with high levels of volatility. Market interest in silver and gold exploration is currently stronger than for base metals.

Market interest in exploration for copper, zinc and lead is increasing. The Company will continue to monitor its resources relative to its opportunities during the fiscal year.

2(d) Use of the terms “Mineral Resources” and “Mineral Reserves”

Any reference in this MD&A to Mineral Resources does not mean Mineral Reserve.

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

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3. Mineral Properties

The Company has properties in Yukon Canada and Colorado and Nevada USA. The following is a brief description of the Mineral Properties owned by the Company.

3(a) Canada

i. Haldane, Yukon Territory, Canada

On March 2, 2018, the Company purchased a 100% interest in the Haldane Property from Equity Exploration Consultants Ltd. (“Equity”). The 8,579-hectare (429 claims) Haldane Property is located 25 km west of Keno City, Yukon Territory, in the western portion of the Keno Hill Silver District.

On December 14, 2022, the Company announced that crew completed exploration work at Haldane. The program was successful in extending the strike length of the BT structure at the Bighorn Target to 525 metres in length, with at least 1,400 metres of potential strike length exposure within prospective Basal Quartzite unit rocks. This program upgrades this target in terms of drilling priority for 2023. Exploration at Haldane is investigating the extensions of historical high-grade silver production on the property as well as recently defined targets, such as the West Fault where Silver North is outlining high-grade silver mineralization which recently returned 3.14 m (true width) averaging 1,351 g/t silver, 2.43% lead and 2.91% zinc in drilling.

Four target areas were investigated in the 2022 program, Bighorn, Sundown, Bighorn East and Ross West. Field work at Bighorn targeted the extension of known mineralization identified in surface trenches and diamond drilling in 2019. This hole (HLD19-15) was the first test within a 900 metre long silver-lead soil geochemical anomaly, intersecting four separate structures in drilling, with one yielding 2.35 m of 125.7 g/t silver and 4.39% lead. Trench BHU3 intersected faulted quartzites and schists of the Basal Quartzite Member of the Keno Hill Formation approximately 250 m south of HLD19-15. No sulphides remain, but sampled oxide mineralization from a 2 m chip sample returned 32.7 g/t silver. This structure, now termed the BT structure, has been identified in drilling and in surface trenching over 525 metres of strike length with at least 1,400 metres of strike potential in the favourable Basal Quartzite Member host rocks. Importantly, further potential to expand the BT structure strike exists where the fault continues within the Basal Quartzite under cover of the overlying Sourdough Member. In light of these encouraging results, Silver North elevated the Bighorn target as a priority for drill testing in 2023, along with the West Fault.

Crews were unable to identify the source of anomalous soil geochemical results, largely due to the depth of overburden and a lack of outcrop at the Sundown and Ross West target areas. At Bighorn East intrusive sills and dykes identified in the area were not precious metals bearing.

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On January 30, 2023, the Company provided an outline of drilling and other exploration activities planned for the Haldane silver project in Yukon. Work will include airborne electromagnetic and magnetics surveys and drilling at the high grade West Fault silver discovery and the emerging Bighorn silver target.

Management is planning airborne electromagnetic and magnetic surveys to help map lithologies, refine target structures (strike extensions and offsets) and potentially identify new target structures that may be silver bearing. This work would be followed up by trenching where applicable and diamond drilling. Drilling will target the extensions down plunge on the West Fault target where high-grade silver mineralization has been identified over an area 100 meters by 90 meters in size, and on two structural levels within the West fault structure. Drilling would aim to build on previous intersections at West fault including 1.8 metres of 818 grams per ton silver, 3.47% lead, 1.03% zinc and 3.14 metres of 1,315 grams per ton silver, 2.43% lead, 2.91% zinc (true widths). At least four holes are planned to test the extensions of this mineralization on 50 metre step-outs.

Drilling is also planned for the Bighorn target located 3 kilometers to the northwest of the West Fault. The Bighorn target was identified from soil geochemical sampling that returned anomalous values for lead and

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silver in soils. The only drill hole at this target returned 125.7 grams per ton silver and 4.39% lead over 2.35 metres from previously unrecognized vein structures. Trenching and groundwork in 2022 programs was able to refine targeting at Bighorn, and additional drilling will test this target for its potential to host wide, high grade silver mineralization.

Additional drilling will also target the Main and Middlecoff targets, and any targets generated from the geophysical data and trenching.

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Silver-equivalent values are calculated assuming 100% recovery using the formula: ((20 * silver (g/t) / 31.1035) + (1650 * gold (g/t) / 31.1035) + (0.90 * 2204 * lead %/100) + (1.10 * 2204 * zinc %/100)) (31.1035 / 20). Metal price assumptions are US$20/oz silver, US$1650/oz gold, US$0.90/lb lead and US$1.10/lb zinc.

ii. Tim Property, Yukon Territory, Canada

In 2013, the Company’s predecessor, Tarsis Resources Ltd. (“Tarsis“) completed a focused work program to re-evaluate a historical zone of silver-lead-zinc rich carbonate replacement mineralization originally exposed by mechanized trenching in 1988. Historical chip sampling across the zone returned

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352 g/t silver and 9.12% lead across 4.00 metres. In addition to this exposure, similar mineralization was also reported in adjacent trenches 180 and 250 metres on either side of the central trench. This zone has never been tested with drilling. Tarsis resampled the central trench in 2013, returning 3.7 metres assaying 365 g/t silver and 7.5% lead from a channel sample.

On January 27, 2020, subsequently amended on December 5, 2023, the Company announced that it signed an option agreement with a subsidiary of Coeur Mining Inc. (“Coeur”) for Coeur to acquire the road-accessible Tim property located in southern Yukon. Exploration at Tim property is targeting highgrade silver-lead mineralization similar to that at Coeur’s at its Silvertip operation, located 19 kilometres south of the Tim property.

Coeur can earn an initial 51% interest in the Tim property by completing item numbers 1 to 7 per the table below:

	Date/Period	Expenditures	Option Payment
1	On the Effective Date	None	$10,000 (received)
2	On or before 1stanniversary of the Class 1 Notification Date	$50,000 (completed)	$15,000 (received)
3	On or before 2ndanniversary of the Class 1 Notification Date	$500,000	$25,000 (received)
4	By December 31, 2023	-	$50,000 (received)
5	By December 31, 2024	$700,000	$75,000
6	By December 31, 2025	$1,100,000	$100,000
7	By December 31, 2026	$1,353,073	$100,000
8	By December 31, 2027	-	$100,000
9	On or before the 8thanniversary of the Class 1 Notification Date	-	$100,000

(*) Class 1 Notification Date is December 16, 2020.

As further consideration for the agreed upon amendments, Coeur agreed to make a one-time payment of $50,000 to the Company on or before December 31, 2023 (received January 4, 2024).

After earning an initial 51% interest in the property, to increase its interest to 80%, Coeur must finance a feasibility study and notify the Company of its intention to develop a commercial mine on the property on or before the eighth anniversary from the date of notification of the Class 1 exploration permit, as well as completing item numbers 8 and 9 per the table above.

With the receipt of the exploration permit for Tim, Coeur is currently planning a drilling program to test high grade silver mineralization identified in trenching and its potential to continue to depth, possibly reflected by an EM conductive anomaly coincident with the downdip projection of this mineralization. Exploration is targeting CRD-style mineralization similar to that hosting Coeur’s Silvertip Mine, 19 km south of Tim.

iii Yukon Territory, Canada - Others

The Company is assessing the next stages of work for its three other Yukon projects: Goz Creek (zincsilver in central Yukon), Mor Property (gold-silver-base metal drill intersections in southern Yukon) and White River (high grade gold-silver+copper in southwest Yukon). Management is prioritizing these projects for option and where appropriate, programs to upgrade targets to drill-ready status.

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3(b) USA

i. Twin Canyon, Colorado, USA

On June 17, 2020, the Company acquired a lease of the Twin Canyon gold property in southwest Colorado

The Company agreed to assume the terms of Myron Goldstein and Jon Thorson commitments under the lease, namely the annual lease payments of US$15,000 for ten years, with the right to extend the lease for two additional terms of ten years each. The original property owner has a 1.5% NSR on the property, two-thirds (1%) of which is purchasable at any time for US$1,000,000. If annual NSR payments exceed US$20,000 in a given year, the Company will not have to make the annual US$15,000 lease payment for that year.

Twin Canyon hosts disseminated gold mineralization in bleached Junction Creek sandstone that was first recognized to host gold in the 1950s. The property is located 20 km from the town of Mancos, Colorado.

The Company conducted exploration programs to expand the soil geochemical coverage with a 200sample survey to assess the potential for additional gold mineralization in the Junction Creek sandstone and prioritize targets for follow-up. This program had commenced.

On January 11, 2023, the Company received notice that its proposal for drilling at Twin Canyon has been approved by the United States Forest Service and the Colorado Division of Reclamation, Mining and Safety, subject to certain standard operating conditions and placement of a $18,104 bond. Silver North has now received all necessary permits to conduct a proposed 13 hole drill program from 8 drill pads, totaling approximately 3,950 metres of drilling. The Company intends to find a partner to fund the drill program.

ii. Klondike, Colorado, USA

On June 15, 2021, the Company and Imperial X PLC announced that the two companies struck a Strategic Alliance (the “Strategic Alliance”) to explore for copper deposits in the United States. This Strategic Alliance focuses on the identification, acquisition and advancement of copper projects in the southwestern US states of Arizona, Colorado, New Mexico and Utah. Together, the two companies intend to identify new copper exploration opportunities to acquire and advance with the intent of finding a partner to further the projects. Imperial X PLC changed its name to Cloudbreak Discovery PLC (“Cloudbreak”).

Under the terms of the Strategic Alliance, either company can introduce projects to the Strategic Alliance. Projects accepted into the Strategic Alliance will be held 50/50 but funding of the initial acquisition and any preliminary work programs will be funded 40% by the introducing partner and 60% by the other party. Project expenditures are determined by committee, consisting of two senior management personnel from each party. The Company is the operator of Alliance projects unless the Alliance steering committee determines, on a case-by-case basis, that Cloudbreak would be a more suitable operator. The initial term of the Alliance is two years and may be extended for an additional two years.

The Klondike project is located approximately 25 km south of Naturita, Colorado. This property lies within the Paradox Copper Belt, which includes the producing Lisbon Valley Copper Mine. There are numerous historical copper occurrences that have been identified throughout the district; however, many of these have not been explored using modern exploration techniques.

On December 3, 2021, the Company and Cloudbreak entered into an option agreement with Volt Lithium Corp. (formerly known as Allied Copper Corp.) (“Volt” or “Allied”) to explore the Klondike property. On

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February 1, 2022, the option agreement was amended with the following terms where the Company and Cloudbreak will each receive 50% of the option payments.

Date/Period	Expenditures	Option Payment	Option Payment
		Cash	Shares	Warrants
On the Effective Date	None	$50,000 (Company’s portion of $25,000 received)	None	None
On the Closing Date (February 3, 2022)	None	$150,000 (Company’s portion of $75,000 received)	2,000,000 (Company’s portion of 1,000,000 shares received)	None
On or before 1stanniversary ofthe ClosingDate	$500,000	None	2,000,000	None
On or before 2nd anniversary of the Closing Date	$750,000	None	3,000,000	None
On or before 3rdanniversary ofthe ClosingDate	$1,500,000	$100,000	None	3,000,000
On or before 4thanniversary ofthe ClosingDate	$2,000,000	$100,000	None	None

On February 3, 2023, the Company received notice from option partner, Volt, that Volt terminated its option on the Klondike property, effective February 2, 2023. The Company and Cloudbreak retain a 100% interest in this property.

The Company and Cloudbreak did not mutually agree to extend the Strategic Alliance agreement and the agreement terminated in June 2023.

On November 30, 2022, the Company announced that five holes were completed testing the North East Fault (2 holes), West Graben Fault (2 holes) and East Graben Fault (1 hole) targets. Hole KDB22-05 tested a strand of the West Graben Fault yielding long intersections of alteration and 42 metres of anomalous copper mineralization in a halo surrounding a fault intersection of 4.26% copper over 1.06 metres. Management interprets this result to indicate strong potential for copper mineralization on the main strand of the West Graben Fault. This target is a priority for the next phase of drilling at Klondike.

North East Fault Target

Two holes were drilled in a scissor pattern to test the trace of the North East Fault. Neither hole was able to get to the target depth due problems with the drill rig. KDB22-01 was collared on Salt Wash Member sandstone that is strongly mineralized in the target area, including previous chip samples including 4.6 m that averaged 1.56% copper and 1.4 g/t silver in 2021 sampling. The first 3.4 metres of malachite and copper oxide mineralization were not recovered due to broken ground and setting casing, with the next 6.8 metres averaging 0.51% copper, while KDB22-04 intersected 3.08 m of 0.24% copper from 14.57 metres depth.

The presence of significant copper mineralization at the tops of KDB22-01 and -04 is particularly encouraging as the targeted North East Fault was not tested. Copper mineralized sandstones at the Northeast Fault target can be traced along the fault and outboard from it into the adjacent sandstones over an area 200 metres long by 100 metres wide before becoming obscured beneath gravel cover.

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Further anomalous copper, including 2.1 metres of 463 ppm copper, was encountered over one kilometre to the northwest where the structure and host strata next appear from beneath the same gravel cover.

West Graben Fault

KDB22-02 and -05 were located to test the West Graben Fault target. KDB22-05 intersected an eastern strand of the West Graben fault, which contained native copper and chalcocite at a depth of 44.96 metres. This interval returned 4.26% copper over 1.06 metres within a broad interval of anomalous copper mineralization (chalcocite and copper oxide) averaging 0.15% over 42 metres (excluding the high grade interval – 0.043% copper over 42 metres). This hole exhibits extensive alteration and bleaching, with chalcocite and copper oxides within four different sedimentary units within the hole. The strong copper mineralization within the fault strand and the extent of alteration and bleaching in adjacent units suggests the main strand of the fault remains a highly prospective target.

East Graben Fault

One hole targeted the East Graben Fault, where surface sampling returned anomalous copper over 2 km of strike length, including 2.8% copper with 37.8 g/t silver and 1.5% copper with 24.3 g/t silver in rock samples. KDB22-03 encountered patchy malachite and copper oxides throughout the section cutting sandstones of the Salt Wash Formation. Again, due to difficulties with the drill rig, the fault itself was not intersected and the target remains untested. The presence of patchy copper mineralization, particularly in the Salt Wash Formation indicates potential for copper mineralization between the two graben bounding faults (East and West Graben faults), a distance of 600 metres from KDB22-05.

Figure 1 . Klondike Geology and Drill Plan with Copper Results

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On February 14, 2023, the Company announced that the Colorado State Board of Land and Commissioners approved the extension of a State Lease at the Klondike property for an additional four

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years. This Lease provides for the exclusive right to conduct mineral exploration on the 6,400-acre (2,590 Ha) parcel included within the existing Klondike Property.

iii. Stateline, Colorado, USA

On November 29, 2021, the Strategic Alliance of the Company and Cloudbreak announced the acquisition of the Stateline Property (“Stateline”), located in Colorado and Utah, consisting of 22 unpatented mining claims acquired from local prospectors.

The Stateline property is located approximately 40 kilometres southwest of Naturita, Colorado, covering the state boundary between Utah and Colorado at the southeast end of the Lisbon Valley. This property lies within the Paradox Copper Belt, which includes the producing LVMC. There are numerous historical copper occurrences that have been identified throughout the belt, however, many of these have not been explored using modern exploration techniques.

At Stateline, historical exploration was conducted as part of the regional programs associated with the LVMC. Previous explorers reported copper mineralization highlighted by results of 1.6% copper and 1.7 g/t silver in outcrop. Mineralization visible in outcrop occurs as disseminated malachite, which may be amenable to modern open pit mining with Solvent Extraction Electro Winning (“SXEW”) processing similar to the LVMC. The mineralization noted to date is interpreted to be the southeast extension of the Flying Diamond mineralization, which is a current target of interest associated with the LVMC.

Figure 1. Stateline Property Location and Regional Geology Plan Map

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Stateline is located adjacent to a northwest trending graben bounding fault near the southeast terminus of the Paradox Basin salt-cored anticline in a similar structural and stratigraphic setting as the LVMC.

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Copper mineralization occurs in bleached and altered, permeable sandstone units adjacent to the faults. Copper mineralization in outcrop includes malachite, azurite, chalcocite and black copper oxides.

Historical surface sampling of mineralized outcrops has yielded assay results up to 1.6% copper and 1.7 g/t silver and 0.45% copper and 2.1 g/t silver. Disseminated copper-silver mineralization has also been identified in several outcropping sandstones in other stratigraphic positions. Both styles of mineralization will be investigated in upcoming work programs with the goal of refining drill targets in these units. Initial work will include detailed geological mapping, soil and rock sampling, and geophysics.

The project is road accessible year-round, via a network of roads through the valley, including those supporting access to the LVMC. The project is comprised of 22 mining claims on Federal mineral rights managed by the BLM. Ground covered by the current claims was at one time part of the Lisbon Valley Mining Complex claim package.

The Stateline project was purchased from the underlying vendors for a USD$20,000 cash payment and a further USD$40,000 payment in the form of cash and/or shares.

On February 10, 2022, the Company and Cloudbreak announced the optioning of the Stateline property to Volt. Under the Stateline Option Agreement, Volt can earn a 100% interest in the property under the following terms (all payments amounts are split 50/50 between the Company and Cloudbreak):

Date/Period	Expenditures	Option Payment	Option Payment
		Cash	Shares
On the Effective Date	None	$40,000 (Company’s portion of$20,000received)	None
On the Closing Date (September8,2022)	None	$50,000 (Company’s portion of$25,000received)	500,000 (Company’s portion of 250,000 sharesreceived)
On or before 1stanniversary ofthe ClosingDate	$500,000	$50,000	750,000
On or before 2ndanniversary ofthe ClosingDate	$750,000	$75,000	1,500,000
On or before 3rdanniversary ofthe ClosingDate	$1,000,000	$100,000	1,500,000
On or before 4thanniversary ofthe ClosingDate	$1,500,000	None	None

The Company and Cloudbreak did not mutually agree to extend the Strategic Alliance agreement and the agreement terminated in June 2023.

On August 11, 2023, Volt terminated the option agreement and the Company now retains a 100% interest in this property.

iv. BP, Nevada, USA

The BP property, acquired from Almaden Minerals Ltd. (“Almaden”) in June 2013, is located in Elko County, 57 km south of Carlin, Nevada and 41 km northwest of the Bald Mountain Mine. The property has had little previous gold exploration prior to a reconnaissance program in 2010 that identified gold-bearing jasperoid and anomalous gold and pathfinder geochemistry on surface. Alianza conducted a mapping and prospecting program in 2017 that identified potential structural conduits for mineralizing fluid flow as evidenced by anomalous pathfinder geochemistry and the presence of barite, clay alteration and limonite staining near the intersections of prominent structures. Additional evidence of favourable structural setting

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is seen in the eastern portion of the property where repetition of the stratigraphy suggests a series of northeast trending structures. Significantly, new jasperoid occurrences were identified along the aforementioned structures in proximity to the projected intersection with northwest trending graben structures. Jasperoids are elevated in gold and pathfinder geochemistry, including arsenic, barium, mercury, molybdenum and antimony. Almaden retains a 2% NSR royalty on future production on this property.

In 2019, the Company completed mapping, prospecting and stratigraphic studies at the BP property. The work performed were funded by Hochschild under option agreements where Hochschild terminated in November 2019 and the Company retains 100% interest in both the Bellview and BP properties.

In late 2021, the Company completed a conodont fossil study to aid in determining the identity of key stratigraphic sedimentary units on the BP property.

During the year ended September 30, 2023, the Company sold the BP property to Almadex with Almadex reimbursing the Company the property fees paid in fiscal 2023. The Company wrote off the remaining $307,548 of capitalized exploration and evaluation costs.

v. East Walker, Nevada, USA

The East Walker property, acquired from Sandstorm in January 2015, is located in Lyon County, west of Hawthorne. The geology is prospective for high-sulphidation epithermal gold mineralization. Outcrop mapping expanded the area of clay-silica alteration, which remains open to the north and south, to at least 900 by 600 metres in size. Geochemical results and visual observations indicate significant leaching, but two areas were chip sampled approximately 70 metres apart, returning 20 metres averaging 1.38 g/t Au and 23.1 metres averaging 0.49g/t Au. The system appears to consist of steeply east-west oriented structures. Limited prior drilling (shallow, vertical holes dating back to the mid 1980’s) has not tested these high angle structures.

A 2% NSR is payable to NER from production from some claims on the property and a 1% NSR is payable to Sandstorm from all the claims on the property.

During the year ended September 30, 2023, the Company dropped the East Walker property and wrote off $31,395 of capitalized exploration and evaluation costs.

vi. Ashby, Nevada, USA

The Ashby property, acquired from Sandstorm in January 2015, is located in Mineral County, near Hawthorne. The claims cover mesothermal gold-bearing quartz veins within the Jurassic Dunlap Formation. Historic production of 9,000 ounces is reported from the 1930’s and several hundred ounces per year during the 1980’s and 1990’s. Vein widths range from 15 centimeters to 1.8 meters and gold grades are reported from sub-gram to multi-ounce intervals. The property has had very limited modern exploration.

A 2% NSR is payable to NER and a 1% NSR is payable to Sandstorm on production from the property.

On August 2, 2017, the Company signed an exploration lease agreement to lease the Ashby gold property to Nevada Canyon Gold Corp. (“Nevada Canyon”). Under the terms of the agreement, Nevada Canyon made a US$1,000 payment on signing and an annual payment of US$2,000 and will grant a 2% Net Smelter Royalty (“NSR”) on future production from the Lazy 1-3 claims comprising the Ashby property. Nevada Canyon will also be responsible for all claim fees and certain reclamation work to be undertaken on the property. The initial term of the lease is 10 years and can be extended for an additional 20 years.

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3(c) Mexico

The Company has a 1% Net Smelter Royalty, capped at $1,000,000, on certain Mexican properties that were sold to Almadex Minerals Limited.

4(d) Peru

On March 23, 2023, the Company sold its project data associated with the La Estrella project in Peru to Highlander Silver Corp. (“Highlander”) in consideration for the payment of $15,000 and the issuance of 75,000 common shares of Highlander.

The Company retains a 1.08% Net Smelter Royalty on the Pucarana property.

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Exploration and Evaluation Assets for the year ended September 30, 2023

Balance at September 30, 2022 Additions during the year Acquisition costs: Claim staking Property acquisition Exploration expenditures: Camp, travel and meals Drilling Field equipment rental Field supplies and maps Geochemical Geological consulting Licence and permits Management fees Permitting Reclamation Reporting, drafting, sampling and analysis Trenching Less: Option payment received Proceeds received in excess of exploration and evaluation asset costs - recognized as income Recovered exploration expenditures Write-down of properties Net additions Foreign currency translation Balance at September 30, 2023

Haldane Tim Others Dropped Total $ 4,963,946 $(49,949) $ 1,763,858 $ 347,660 $ 7,025,515 - - 5,799 - 5,799 - - 13,520 - 13,520 - - 19,319 - 19,319 14,293 - 19,786 - 34,079 - - 20,926 - 20,926 - - 7,009 - 7,009 297 - 146 - 443 4,868 - 11,782 - 16,650 65,517 5,791 36,046 - 107,354 - - 46,139 - 46,139 - - 15,642 12,939 28,581 - 12,000 64,545 1,023 77,568 - - 717 - 717 - - 304 - 304 - - 270 - 270 84,975 17,791 223,312 13,962 340,040 - - (44,897) - (44,897) - 82,158 50,850 - 133,008 - (50,000) (171,825) (18,546) (240,371) - - -(338,943) (338,943) 84,975 49,949 76,759 (343,527) (131,844) -(7,893) (4,133) (12,026) $ 5,048,921 $ - $ 1,832,724 $ - $ 6,881,645

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4. Risks and Uncertainties

The Company is engaged in the exploration for mineral deposits. These activities involve significant risks which even with careful evaluation, experience and knowledge may not, in some cases, be eliminated. The Company’s success depends on a number of factors, many of which are beyond its control. The primary risk factors affecting the Company include inherent risks in the mining industry, metal price fluctuations and operating in foreign countries and currencies.

Inherent risks within the mining industry

The commercial viability of any mineral deposit depends on many factors, not all of which are within the control of management. Some of the factors that will affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure and use, environmental protection and reclamation and closure obligations could also have a profound impact on the economic viability of a mineral deposit.

Mining activities also involve risks such as unexpected or unusual geological operating conditions, floods, fires, earthquakes, other natural or environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or for other reasons. The Company does not currently maintain insurance against political or environmental risks. Should any uninsured liabilities arise, they could result in increased costs, reductions in profitability, and a decline in the value of the Company’s securities.

There is no assurance at this time that the Company’s current mineral properties will be economically viable for development and production.

Prices for gold and other commodities

Metals prices are subject to volatile price fluctuations and have a direct impact on the commercial viability of the Company’s exploration properties. Price volatility results from a variety of factors, including global consumption and demand for metals, international economic and political trends, fluctuations in the US dollar and other currencies, interest rates, and inflation. The Company has not hedged any of its potential future gold or other metal sales. The Company closely monitors gold prices as well as other metal prices to determine the appropriate course of action to be taken by the Company.

Foreign currency risks

The Company uses the Canadian dollar as its measurement and reporting currency, and therefore fluctuations in exchange rates between the Canadian dollar and other currencies may affect the results of operations and financial position of the Company. The Company does not currently have any foreign currency or commercial risk hedges in place.

The Company raises the majority of its equity financings in Canadian dollars while foreign operations are predominately conducted in Peruvian soles and US dollars. Fluctuations in the exchange rates between the Canadian dollar, US dollar and Peruvian soles may impact the Company’s financial condition.

Risks Associated with Foreign Operations

The Company’s investments in foreign countries such as USA carry certain risks associated with different political, business, social and economic environments. The Company is currently evaluating gold and other commodities in USA, but will undertake new investments only when it is satisfied that the risks and

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uncertainties of operating in different cultural, economic and political environments are manageable and reasonable relative to the expected benefits.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance and regulatory characteristics of property rights in certain foreign countries. Access to mineral properties also involves certain inherent risks due to the change in local ranchers and land owners.

Future government, political, legal or regulatory changes in the foreign jurisdictions in which the Company currently operates or plans to operate could affect many aspects of the Company’s business, including title to properties and assets, environmental protection requirements, labor relations, taxation, currency convertibility, repatriation of profits or capital, the ability to import necessary materials or services, or the ability to export produced materials.

The exploration of mineral resources in USA is subject to a comprehensive review, approval and permitting process that involves various federal, state and local agencies. There can be no assurance given that the required approvals and permits for a mining project, if technically and economically warranted, on the Company’s claims can be obtained in a timely or cost-effective manner. The US government may enact a law requiring royalties on minerals produced from federal lands, including unpatented claims.

Competition

The Company competes with larger and better-financed companies for exploration personnel, contractors and equipment. Increased exploration activity has increased demand for equipment and services. There can be no assurance that the Company can obtain required equipment and services in a timely or costeffective manner.

Financing

All of the Company’s short- to medium-term operating and exploration cash flow have been derived from external financing. Should changes in equity-market conditions prevent the Company from obtaining additional external financing in the future, the Company will review its exploration-property holdings and programs to prioritize project expenditures based on funding availability.

5. Impairment of Long-lived Assets

The Company completed an impairment analysis as at September 30, 2023, which considered the indicators of impairment in accordance with IAS 36, “Impairment of Assets”. Management concluded that no further impairment charges were required other than those already taken because:

• there have been no significant changes in the legal factors or climate that affects the value of the properties;

• all property rights remain in good standing;

• there have been no significant changes in the projections for the properties;

• exploration results are generally positive; and

• the Company intends to continue its exploration and development plans on its properties or seek optionees/partners for future exploration of its properties.

6. Material Financial and Operations Information

6(a) Selected Annual Financial Information

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The following selected annual financial information has been derived from the last three audited financial statements of the Company, which have been prepared in accordance with IFRS. All dollar amounts are expressed in Canadian dollars.

6(b) Summary of Quarterly Results

6(b) Summary of Quarterly Results
	Year Ended September 30, 2023	Year Ended September 30, 2022	Year Ended September 30, 2021
General and administrative expenses	$ 627,057	$1,338,320	$1,256,900
Write-off of exploration and evaluation assets / Impairment allowance	338,943	1,038,046	8,469
Loss for the year	795,040	2,051,990	939,124
Basic and diluted loss per share	0.02	0.07	0.03
Total assets	7,162,990	8,094,131	8,379,553
Total long-term financial liabilities	Nil	Nil	Nil
Cash dividend declared–per share	N/A	N/A	N/A

The following is a summary of the Company’s financial results for the last eight quarters:

	Threemonths ended	Threemonths ended	Threemonths ended	Threemonths ended
	September 30, 2023	June 30, 2023	March 31, 2023	December 31, 2022
Loss before other items	212,548 $	113,150 $	164,001 $	137,358 $
Net loss	462,436 $	119,143 $	61,300 $	152,161 $
Loss per share	0.01 $	0.00 $	0.00 $	0.00 $

	Three months ended	Three months ended	Three months ended	Three months ended
	September 30, 2022	June 30, 2022	March 31, 2022	December 31, 2021
Loss before other Items	210,786 $	305,863 $	625,592 $	196,079 $
Net loss	708,642 $	754,195 $	411,886 $	177,267 $
Loss per share	0.02 $	0.02 $	0.01 $	0.01 $

6(c) Review of Operations and Financial Results

For the three months ended September 30, 2023 compared with the three months ended September 30, 2022:

The Company recorded a net loss for the three months ended September 30, 2023 of $462,436 (loss per share - $0.01) compared to a loss of $708,642 (loss per share - $0.02) for the three months ended September 30, 2022.

During the three months ended September 30, 2023, expenses slightly increased to $212,548 (2022 – $210,786). The change in the expenses was mainly due to: (a) accounting and legal fees of $80,512 (2021 - $51,248); (b) investor relations and shareholder information of $47,992 (2022 - $95,019) and (c) wages, benefits and consulting fees of $58,156 (2022 – $40,513).

The other major items for the three-months ended September 30, 2023, compared with September 30, 2022, were:

• Fair value loss on marketable securities of $3,750 (2022 - fair value gain of $25,515);

• Proceeds received in excess of exploration and evaluation assets costs of $133,008 (2022 - $43,005);

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• Write-down of exploration and evaluation assets of $338,943 (2022 - $596,699); and

• Write-down of VAT receivables of $42,706 (2022 - $Nil).

The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.

For the year ended September 30, 2023 compared with the years ended September 30, 2022 and 2021:

The Company recorded a net loss for the year ended September 30, 2023 of $795,040 (loss per share - $0.02) compared to a loss of $2,051,990 (loss per share - $0.07) for the year ended September 30, 2022 and a loss of $939,124 (loss per share - $0.03) for the year ended September 30, 2021.

Excluding share-based payments of $Nil (2022 - $365,300; 2021 - $202,304), expenses decreased to $627,057 (2022 – $973,020; 2021 – $1,054,596). The change in the expenses was mainly due to changes in: (a) investor relations and shareholder information of $144,501 (2022 - $465,385; 2021 - $517,551); and (b) accounting and legal fees of $169,483 (2022 - $201,577; 2021 - $207,000).

The other major items for the year ended September 30, 2023, compared with September 30, 2022 and 2021, were:

• Fair value gain on marketable securities of $76,985 (2022 - fair value loss of $84,485; 2021 - $Nil);

• Flow-through share premium recovery of $4,221 (2022 - $28,828; 2021 - $349,676);

• Proceeds received in excess of exploration and evaluation assets costs of $133,008 (2022 - $341,966; 2021 - $Nil);

• Write-down of exploration and evaluation assets of $338,943 (2022 - $1,038,046; 2021 - $8,469); and

• Write-down of VAT receivables of $42,706 (2022 - $Nil; 2021 - $Nil).

The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.

6(d) Liquidity and Capital Resources

As at September 30, 2023, the Company had a working capital deficiency of $683,757 (September 30, 2022 - $171,465). As at September 30, 2023, $135,203 was held in cash (2022 - $403,093) and $ Nil was held in restricted cash (2022 - $234,081). The change is due to (a) operating activities of $369,853; (b) net exploration and evaluation assets expenditures of $452,748; while being offset by (c) proceeds from sale of marketable securities of $216,232; (d) net proceeds from financing activities of $106,965; and (e) a decrease in deposits of $12,224.

During the year ended September 30, 2023, the Company issued common shares pursuant to the exercise of 87,860 warrants for cash proceeds of $21,965. The Company also received gross proceeds of $1,000,000 for the non-brokered private placement closed in two tranches on October 19, 2023 and December 28, 2023 (see “Summary and Outlook” section).

On October 19, 2023, the Company completed a non-brokered private placement (see “Summary and Outlook” section).

During 2024, as in prior years, the Company expects to spend most of its funds on exploration and administration and the source of those funds is generally from private placement financing. While current

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cash positions are low at year end, Silver North does expect to be able to raise sufficient funds to continue with its exploration plans and pay for its administration costs for following year.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives.

6(e) Disclosure of Outstanding Share Data

Common Shares

Authorized: unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.

	Issued and Outstanding September 30, 2023 January 29, 2024	Issued and Outstanding September 30, 2023 January 29, 2024
Commonshares	31,877,994	36,877,994

Stock option transactions and the number of stock options for the year ended September 30, 2023 are summarized as follows:

Expiry date	Exercise price	September 30, 2022	Granted	Exercised	Expired / cancelled	September 30, 2023
March 14, 2023	$0.50	168,000	-	-	(168,000)	-
July 30, 2024	$0.50	345,000	-	-	-	345,000
October 15, 2025	$0.70	401,000	-	-	-	401,000
January 18, 2027	$0.50	1,160,000	-	-	-	1,160,000
March 17, 2027	$0.50	100,000	-	-	-	100,000
Options outstanding		2,174,000	-	-	(168,000)	2,006,000
Options exercisable		2,174,000	-	-	(168,000)	2,006,000
Weighted average
exerciseprice		$0.54	$Nil	$Nil	$0.50	$0.54

The continuity of warrants for the year ended September 30, 2023 is as follows:

		Exercise	September 30,				September 30,
Expiry date		price	2022	Issued	Exercised	Expired	2023
October 9, 2022		$1.00	767,037	-	-	(767,037)	-
March 15, 2023	(a)	$0.25	3,820,000	-	(87,860)	(3,732,140)	-
May 19, 2025		$0.625	1,000,000	-	-	-	1,000,000
March 15, 2025	(b)	$0.50	-	87,860	-	-	87,860
Outstanding			5,587,037	87,860	(87,860)	(4,499,177)	1,087,860
Weighted average
exercise price			$0.59	$0.50	$0.25	$0.38	$0.61

(a) On February 15, 2023, the exercise price of the 3,820,000 warrants was amended from $0.50 to $0.25 and the expiry date was extended to March 15, 2023.

(b) Pursuant to the warrant incentive program, 87,860 warrants were exercised for 87,860 common shares and 87,860 incentive warrants at a price of $0.50 expiring on March 15, 2025.

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The continuity of finder’s warrants for the year ended September 30, 2023 is as follows:

	Exercise	September 30,				September 30,
Expiry date	price	2022	Issued	Exercised	Expired	2023
October 9, 2022	$0.675	267,807	-	-	(267,807)	-
June 14, 2023	$0.60	133,117	-	-	(133,117)	-
Outstanding		400,924	-	-	(400,924)	-
Weighted average
exercise price		$0.65	$Nil	$Nil	$0.65	$Nil

As at the date of the MD&A, the remaining outstanding stock options, warrants and finder’s warrants, if all exercised, would increase the Company’s cash by $2,143,020. However, some of the strike prices of the options, warrants and finder’s warrants are greater than the current share price, and this may influence whether options, warrants and finder’s warrants that expire in the near future will be exercised.

As at the date of this MD&A, there were 36,887,994 common shares issued and outstanding and 41,445,054 common shares outstanding on a diluted basis.

6(f) Off-Balance Sheet Arrangements

None at this time.

6(g) Transactions with Related Parties

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

For the year ended September 30, 2023	For the year ended September 30, 2023	For the year ended September 30, 2023	For the year ended September 30, 2023	For the year ended September 30, 2023	For the year ended September 30, 2023	For the year ended September 30, 2023
	Short-term employee benefits	Post- employment benefits	Other long- term benefits	Termination benefits	Share-based payments	Total
Jason Weber Chief Executive Officer, Director	162,000 $	$Nil	$Nil	$Nil	$Nil	162,000 $
Rob Duncan VP of Exploration	150,000 $	$Nil	$Nil	$Nil	$Nil	150,000 $

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For the year ended September 30, 2022

	Short-term employee benefits	Post- employment benefits	Other long- term benefits	Termination benefits	Share-based payments	Total
Jason Weber Chief Executive Officer, Director	162,000 $	$Nil	$Nil	$Nil	59,000 $	221,000 $
Rob Duncan VP of Exploration	150,000 $	$Nil	$Nil	$Nil	44,250 $	194,250 $
Winnie Wong Chief Financial Officer	$Nil	$Nil	$Nil	$Nil	29,500 $	29,500 $
Marc G. Blythe Director	$Nil	$Nil	$Nil	$Nil	29,500 $	29,500 $
Mark T. Brown Director	$Nil	$Nil	$Nil	$Nil	44,250 $	44,250 $
Craig Lindsay Director	$Nil	$Nil	$Nil	$Nil	29,500 $	29,500 $
John Wilson Director	$Nil	$Nil	$Nil	$Nil	14,750 $	14,750 $
Sven Gollan Director	$Nil	$Nil	$Nil	$Nil	23,100 $	23,100 $

For the year ended September 30, 2021	For the year ended September 30, 2021	For the year ended September 30, 2021	For the year ended September 30, 2021	For the year ended September 30, 2021	For the year ended September 30, 2021	For the year ended September 30, 2021
	Short-term employee benefits	Post- employment benefits	Other long- term benefits	Termination benefits	Share-based payments	Total
Jason Weber Chief Executive Officer, Director	162,000 $	$Nil	$Nil	$Nil	30,270 $	192,270 $
Rob Duncan VP of Exploration	145,625 $	$Nil	$Nil	$Nil	30,270 $	175,895 $
Winnie Wong Chief Financial Officer	$Nil	$Nil	$Nil	$Nil	20,180 $	20,180 $
Marc G. Blythe Director	$Nil	$Nil	$Nil	$Nil	20,180 $	20,180 $
Mark T. Brown Director	$Nil	$Nil	$Nil	$Nil	30,270 $	30,270 $
Craig Lindsay Director	$Nil	$Nil	$Nil	$Nil	20,180 $	20,180 $
John Wilson Director	$Nil	$Nil	$Nil	$Nil	20,180 $	20,180 $

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Related party transactions and balances

		Years ended	Years ended	Balance due	Balance due
	Services	September 30, 2023	Setpember 30, 2022	As at September 30, 2023	As at September 30, 2022
Amounts due to:
Jason Weber	Consulting fee and share-basedpayment	162,000 $	221,000 $	56,700 $	$Nil
Rob Duncan	Consulting fee and share-basedpayment	150,000 $	194,250 $	49,679 $	$Nil
Pacific Opportunity Capital Ltd.(a)	Accounting, financing, and shareholder communication services	158,000 $	201,500 $	$ 527,644(b)	$ 379,717(b)
Mark Brown	Expenses reimbursement	9,546 $	19,250 $	3,082 $	5,857 $
TOTAL:		479,546 $	636,000 $	637,105 $	385,574 $

(a) The president of Pacific Opportunity Capital Ltd., a private company, is a director of the Company.

(b) Includes a $63,465 advance that is non-interest bearing without specific terms of repayment.

6(h) Financial Instruments

The Company’s financial instruments consists of cash, restricted cash, due from alliance partner, receivables, accounts payable and accrued liabilities, due to related parties and funds held for optionee which are all in the normal course of business.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, market risk and commodity price risk.

(a) Currency risk

The Company’s property interests in USA make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company’s exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk. A 10% change in the US dollar and the Peruvian nuevo sol over the Canadian dollar would change the results of operations by approximately $7,800.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution.

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(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company does not have sufficient cash to settle its current liabilities, and further funding will be required to meet the Company’s short-term and long-term operating needs. The Company manages liquidity risk through the management of its capital structure.

Accounts payable and accrued liabilities are due within the current operating period.

(d) Market risk

Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates. As at September 30, 2023, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits. Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.

The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of these commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.

i) Interest rate risk

As at September 30, 2023, the Company’s exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash. Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase, the Company may mitigate future exposure by entering into fixed-rate deposits. A 1% change in the interest rate, with other variables unchanged, would not significantly affect the Company.

ii) Foreign exchange risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and Peruvian nuevo sol, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

(e) Commodity price risk

The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper.

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The Company’s input costs are also affected by the price of fuel. The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

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).

The following table sets forth the Company’s financial assets measured at amortized cost by level within the fair value hierarchy.

As at September 30, 2023		Level 1		Level 2			Level 3			Total
Assets:
Cash	$	135,203	$		-	$		-	$	135,203

6(i) Management of Capital Risk

The Company considers its capital to be its shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the acquisition and exploration of mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets, or adjust the amount of cash.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

In order to maximize ongoing development efforts, the Company does not pay dividends. The Company’s approach to managing capital remains unchanged from the year ended September 30, 2023.

There were no changes to the Company’s approach to capital management during the period and the Company is not subject to any externally imposed capital requirements.

7. Events after the Reporting Period

None other than disclosed already in other sections.

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8. Policies and Controls

8(a) Significant Accounting Judgments and Estimates

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, 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:

Critical judgments

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:

• the determination that the Company will continue as a going concern for the next year;

• the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation assets may not be recoverable;

• the determination that there are no restoration, rehabilitation and environmental costs to be accrued; and

• the determination that the functional currency of the parent is the Canadian dollar, the functional currency of its subsidiary in the USA is the US dollar and the functional currency of its subsidiaries in Peru is the Peruvian nuevo sol.

8(b) Exploration and Evaluation Assets

The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims. Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment. An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.

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The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

Upon transfer of “Exploration and evaluation costs” into “Mine Development”, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”. After production starts, all assets included in “Mine development” are transferred to “Producing Mines”.

All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditures are not expected to be recovered, they are charged to operations. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.

9. Internal Control Over Financial Reporting

Changes in Internal Control over Financial Reporting (“ICFR”)

In connection with National Instrument 52-109, Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company will file a Venture Issuer Basic Certificate with respect to financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issue Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI52-109.

Disclosure Controls and Procedures

The Company’s CEO and CFO are responsible for establishing and maintaining the Company’s disclosure controls and procedures. Management, including the CEO and CFO, have evaluated the procedures of the Company and have concluded that they provide reasonable assurance that material information is gathered and reported to senior management in a manner appropriate to ensure that material information required to be disclosed in reports filed or submitted by the Company is recorded, processed, summarized and reported within the appropriate time periods.

While management believes that the Company’s disclosure controls and procedures provide reasonable assurance, they do not expect that the controls and procedures can prevent all errors, mistakes, or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

10. Information on the Officers and Board of Directors

Directors:

Mark T. Brown, B.Comm, CPA, CA, Executive Chairman Jason Weber, BSc, P.Geo Marc G. Blythe, MBA, P.Eng. Sven Gollan Craig T. Lindsay, CFA

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Audit Committee members:

Marc G. Blythe, Craig T. Lindsay and Mark T. Brown

Management:

Jason Weber, BSc, P. Geo – Chief Executive Officer, President Winnie Wong, CPA, CA – Chief Financial Officer and Corporate Secretary Rob Duncan, MSc, -– Vice President - Exploration

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