Silver Wolf Exploration Ltd. — Management Reports 2024

Apr 27, 2024

Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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The following discussion and analysis of the operations, results, and financial position of Silver Wolf Exploration Ltd. (the “Company” or “Silver Wolf”) should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the notes thereto.

This Management Discussion and Analysis (“MD&A”) is dated April 26, 2024, and discloses specified information up to that date. Silver Wolf is classified as a “venture issuer” for the purposes of National Instrument 51-102.

We recommend that readers consult the “Cautionary Statement” on the last page of this report.

Additional information relating to the Company can be obtained by contacting Peter Latta, the President & Director of the Company, on SEDAR at www.sedar.com, or on the Company’s website at www.silverwolfexploration.com.

Business Overview

Silver Wolf Exploration Ltd. (“the Company”) was incorporated under the laws of the Province of British Columbia. Its principal business comprises the exploration for and development of mineral properties.

The Company is in the exploration stage. The common shares of the Company commenced trading on the TSX Venture Exchange on November 29, 2006, under trading symbol GRK, and are now trading under the symbol SWLF. The Company is classified as a Mineral Exploration company. The financial statements, to which this MD&A relates, have been prepared on a going concern basis, which presumes the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company has accumulated losses of $6,107,040 since incorporation. The Company’s ability to meet its obligations and maintain its operations is contingent upon additional financing or profitable operations in the future.

2023

On November 2, 2023, that the company has received the exploration diamond drilling permit for the "El Soldado" claim at the Ana Maria Project. This permit was granted by the Secretariat of Environment and Natural Resources, SEMARNAT.

While the permit for the southern "El Soldado" claim has been secured, the permits for the central "La Recompensa" claim are still in the processing stage. It's important to note that the application for the exploration permit associated with the "La Recompensa" claim was submitted approximately six weeks later than the application for the southern "El Soldado" claim.

The Company has previously reported geochemical sampling which totaled 1,010 samples, with both La Recompensa and El Soldado properties returning several significant sampling grades throughout the year. Highlights included 37.0 g/t gold and 7.6% zinc over 0.7m reported in our news release dated January 18, 2022, and from a channel sample at the outcropping skarn structure at the La Recompensa claim in our news release dated August 9, 2022 with 1,536 g/t of silver, 34.0% lead and 19.4% zinc sampled at the El Soldado Claim. Full results available on our website found news release page found at this link.

Silver Wolf is mainly focus in properties in Mexico, in anticipation of commencing the proposed drill program later this year.

The first priority for exploration drilling is at El Soldado, the southern claim block. These claims are located in an area that is prolific for carbonate replacement deposits (CRDs). These are typically high grade, and the work from our 2021/2022 program has shown high grade values and geological hallmarks that suggest a

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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CRD may be present and is worth prioritizing.

The El Soldado claim is hosted by the Cretaceous Aurora limestone formation. It has been observed that Ag-Pb-Zn mineralization has a preferred linear orientation along a NW-SE trend. Mineralization is hosted in recrystallized limestone associated with a system of mantos and breccias with thicknesses ranging from 15 to 50 cm, and the presence of fine-grained black sulfides. Mineralized breccias contain sulfide clasts of 0.5 to 1 cm size with presence of abundant calcite veins and oxides such as hematite and jarosite. Common hydrothermal minerals also include calcite, siderite, manganese, and quartz. The orientation of mineralized breccia bodies is controlled by NW-SE and NE-SW structures with inclinations ranging from 55° to 75°. The folding of the limestone units is interpreted to control the location of mineralization.

The second priority is the skarn zone at the La Recompensa claim. A skarn structure has been identified outcropping on surface and has been traced to the length of the claim on the boundary between the El Sarnoso intrusive rock and the Aurora limestone country rock. An airborne magnetic survey performed in 2022 confirmed the extent of the skarn structure as well as identifying its size. Silver Wolf will begin the drill program on this claim after reviewing the results of the southern claim to ensure a measured approach to drilling is taken.

Silver Wolf continues to focus on what it can control. This includes managing spending rate while maintaining a tight share structure, expanding the geological team through the Company’s extensive wealth of industry experience and connections, and undertaking detailed and practical geological work to refine and prioritize our top drill targets. The Company’s goal is capital efficient exploration so that more dollars go directly into the ground to provide the best opportunity for a significant mineral discovery.

Property Descriptions

Ana Maria Property

The Ana Maria property is located 21 kilometres (km) northwest of the City of Gómez Palacio and the adjacent City of Torreón, and 1 km north of the town of Dinimita, in the municipality of Gómez Palacio, Durango, Mexico. The claims are located in the Minitas mining district in the Guadalupe Victoria mining region. The property consists of 9 mining concessions encompassing 2,549 hectares (ha).

Minimal documentation exists regarding the history and production at Ana Maria; however, historical reporting states that La Lucha was exploited for Iron (Fe) and Manganese (Mn). Production terminated in 1943 and it was estimated to have produced 12,000 tons of material and reserves of approximately 25,000 tons.

The historical estimates of production and reserves as stated above are for historical reference only and do not use the categories set out in NI 43-101. The estimates are deemed relevant from the perspective that mineralization is present on the property which may indicate the existence of other related mineral assemblages. The QP has not validated nor verified these historical estimates nor any underlying data as information and data is not available. The QP has not done sufficient work to classify the estimates and the issuer is not treating the historical estimate as current. The source of the information is the Mexican Government website and USGS (United States Geological Survey) website.

These projects are located in the North West-South East (NW-SE) striking fold-thrust belt of the Sierra Madre Oriental within a west trending prong known as the Sierras Transversales or the Monterrey-Torreón transverse system. It divides the Mesa Central, an elevated plateau to the South, from the eastern Mexican Basin and Range to the North.

The region hosts a number of carbonate replacement deposits (CRD´s) within Cretaceous limestones and dolomites. Mineralization is associated with large stocks, dykes or sills of granitoids ranging from diorites to quartz monzonites and rhyolites and inferred to be lower crustal in origin. Mineralization is present as skarns

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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or massive sulphides and occurred during Mid-Tertiary volcanism when the aforementioned intrusions were emplaced (Megaw et al., 1988 and references therein). The deposits typically produce silver, lead, zinc and copper although some districts, such as Ojuela (~10 kilometres from Ana Maria and La Zorra), are enriched in gold relative to typical CRD´s.

El Laberinto Property

The El Laberinto Property is located in the “Sierra de la Silla” northwest of the town of Francisco I. Madero in the municipality of Panuco de Coronado. It is approximately 60 kilometers northeast of the city of Durango City, México. The property consists of mining concession encompassing 91.7 ha.

El Laberinto is situated within the Tepehuano terrane, as are Ana Maria, La Recompensa, and the El Soldado projects, but in close proximity to the contact with the Tahue terrane, W of the Sierra Madre Oriental. The carbonates that host the CRD projects are absent; no Mesozoic rocks survived erosional processes in the region. Instead of the thrust belts of the Sierra Madre Oriental, the region is controlled by a series of North West-South East (NW-SE) to North North West-South South East (NNW-SSE) striking faults that create a horst-and-graben topography.

The main mineralized material at El Laberinto are comprised of iron, lead and zinc sulphides with minor silver sulphosalts. Gold and silver are present with minor lead and copper and to a lesser extent zinc. Values of gold and silver are localized in oxidized portions of the system suggesting that supergene enrichment may be an important component of the deposit. Mineralization is found in quartz veins, veinlet zones and, to a lesser degree, dissemination around veins and veinlets.

In the mid-1990’s, the El Laberinto historical exploration performed by “Compañía Minera Mexicana de Avino S.A. de C.V.” was focused on the objective of evaluating the potential of the main vein.

The historic work consisted of mapping and geological surface sampling, diamond drilling (3 Holes totaling 753.73 metres), mine development of the Jabalí Tunnel, with a strike length of 300 metres over the main structure and 80 metres in a cross-cut.

The historical exploration work as stated above are for historical reference only. The QP has not validated nor verified the data as the information is not currently available. The source of the information is an internal report from the previous operator, Endeavor Silver Corporation.

From September 2012 through to July 2013, work was carried out as part of the agreement between Avino Gold & Silver Mines (Avino) and Endeavour Silver Corp. (EDR) to test the potential of mineralization in the El Laberinto Claim.

This historical work included a mapping and systematic sampling campaign, collecting a total of 208 samples on surface with values of up to 8 grams per tonne (“g/t”) gold & 421 g/t silver with the anomalous values mostly coming from the Laberinto Structure.

The drilling completed at that time was focused on the South part of the Laberinto Structure which was thought to have had the best potential of mineralization with large volumes and low grades. A total of 5 Holes were completed with 1,367 meters drilled and 2,800 samples were collected in both alteration zones and structures focused particularly in the host rock.

The historic exploration activities as listed above were performed by previous operators. The QP has not validated nor verified the information nor any underlying data however the information is considered reasonable and reliable.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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Qualified Person

Dr. Honza Catchpole P.Geo Director for Silver Wolf Exploration Ltd, is a Qualified Person ("QP") as defined by National Instrument 43-101 ("NI 43-101"), and has approved the scientific and technical disclosure on the Ana Maria and the Laberinto Properties, and prepared or supervised its preparation.

Review of Operations

Year ended December 31, 2023 compared with the year ended December 31, 2022.

		2023	2022	Note
General and Administrative Expenses
Administrative salaries and benefits		$ 43,460	$ 63,997	1
Automobile		1,097	1,280
Consulting fees		30,000	35,202
Depreciation		8,024	7,306
Foreign exchange loss		4,322	110,368	2
Interest and bank charges		3,585	7,870
Listing and filing fees		19,674	38,087
Office and miscellaneous		46,062	67,334	3
Professional fees		64,906	115,907	4
Share-based compensation		-	304,500	5
Shareholder information		41,053	115,173	6
Transfer agent fees		15,771	15,419
Net Loss For The Period		(277,954)	(882,443)
Other Items
Other income		3,000	-
Gain on forgiveness of debt-related party		-	56,849	8
Net Loss For the Year		(274,954)	(825,594)	9
Items that may be reclassified subsequently to income or loss:
Unrealized gain (loss) on investments		(8,450)	33,723
Reclassification of accumulated loss on
Investments sold		-	322,958	7
Currency translation differences		171,509	189,154
Total Comprehensive Loss	$	(111,895)	$ (279,759)
Basic and Diluted Loss per Share		$(0.01)	$(0.02)	9
Weighted Average Number of Shares Outstanding		35,664,870	33,368,403

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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1. Administrative benefits and salaries for the year ended December 31, 2023, were $43,460 compared to $63,997 for the year ended December 31, 2022. The decrease is primarily due to lower corporate activity and administrative costs associated with exploration expenditures on the Ana Maria and Laberinto properties in the current period.

2. Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During the year ended December 31, 2023 the Canadian dollar depreciated in relation to the United States dollar and Mexican peso, resulting in a foreign exchange gain.

3. Office and miscellaneous for year ended December 31, 2023, were $46,062 compared to $67,334 for year ended December 31, 2022. Lower office expenses due to lower corporative activity and administrative cost during 2023.

4. Professional fees for year ended December 31, 2023, were $64,906 compared to $115,907 for year ended December 31, 2022. The decrease is mainly due to lower audit and legal fees.

5. Share-based payments are a result of the vesting of Nil stock options granted during the year ended December 31, 2023, compared to 1,830,000 stock options vesting during the year ended in 2022.

6. Shareholder information expenses for the year ended December 31, 2023, were $41,053 compared to $115,173 for the year ended December 31, 2022. The decrease is mainly due to lower investor relations and promotional activities at the corporate level.

7. Realized loss on investment sold for year ended December 31, 2022, mainly due to the company disposed of 125,000 common shares of Garibaldi resources Corp for proceeds of $50,383 and resulting in a reclassification from comprehensive loss to accumulated loss for $322,958. There was no comparable transaction un the current year.

8. Gain on forgiveness of debt was $56,582 for the year ended December 31, 2022, mainly due to outstanding amounts payable to a related party being forgiven by the related party. See “Related Party Transactions” section for further details. There was a comparable transaction in 2023.

9. As a result of the transactions in the period, the Company recorded a loss of $274,954 or $0.01 per share for the year ended December 31, 2023, compared to a loss of $825,594 or $0.02 for the year ended December 31, 2022. The loss is a direct result of the items noted above.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

Three months ended December 31, 2023 compared with the three months ended December 31, 2022.

	2023	2022	Note
General and Administrative Expenses
Administrative salaries and benefits	$ 10,240	$ 10,043
Automobile	274	274
Consulting and management fees	7,500	10,000
Depreciation	4,615	1,137
Foreign exchange (gain) loss	2,495	35,029	1
Interest and bank charges	1,319	1,441
Listing and filing fees	3,442	6,599
Office and miscellaneous	39,197	16,665
Professional fees	14,067	87,265	2
Shareholder information	11,613	41,390	3
Transfer agent fees	2,631	3,198
Operating Loss	(97,393)	(213,041)
Other Items
Other income	3,000	-
Gain on forgiveness of debt	-	56,849	4
Net Loss For the Period	(94,391)	(156,192)	5
Other Comprehensive Income (Loss)
Items that will not subsequently be re-classified to net
income or loss:
Unrealized gain (loss) on investments	(2,275)	13,398
Currency translation differences	50,060	59,634	2
Total Comprehensive Loss	(46,606)	(83,160)
Basic and Diluted Loss per Share	$(0.00)	$(0.00)	5
Weighted Average Number of Shares Outstanding	35,763,500	35,263,500

1. Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During the three months ended December 31, 2022 the Canadian dollar remained fairly constant in relation to the US dollar and Mexican peso, except for in the third quarter where the Canadian dollar depreciated, resulting in a foreign exchange gain.

2. Professional fees for the three months ended December 31, 2023, were $14,067 compared to $87,265 for the three months ended December 31, 2022. The lower fees is primarily due to lower audit and legal fees.

3. Share holder information for the three months ended December 31, 2023, was $11,613 compared to $11,613 during the same period last year. The decrease is mainly due to lower investor relations and promotional activities at the corporate level.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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1. Gain on forgiveness of debt was $56,582 for the year ended December 31, 2022, mainly due to outstanding amounts payable to a related party being forgiven by the related party. See “Related Party Transactions” section for further details. There was no such comparable transaction in 2023.

2. As a result of the transactions in the period, the Company recorded a loss of $93,914, for the three months ended December 31, 2023, compared to a loss of $156,192, for the three months ended December 31, 2022. The increased loss is a direct result of the items noted above and resulted in a basc and diluted loss per share of $0.00 for both periods.

Summary of Quarterly Results

	2023	2023	2023	2023	2022	2022	2022	2022
Quarter ended	Dec.31 **Q4 **	Sep.30 Q3	Jun.30 **Q2 **	Mar.31 **Q1 **	Dec. 31 **Q4 **	Sep. 30 Q3	Jun. 30 **Q2 **	Mar. 31 **Q1 **
Total Revenue	-	-	-	-	-	-	-	-
Netloss	(94,391)	(63,709)	(49,643)	(67,210)	(156,192)	(123,845)	(94,782)	(321,959)
Other comprehensive income (loss)	47,785	(38,869)	6,499	98,001	73,032	(7,027)	24,020	(304,537)
Basic and diluted loss perShare	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.01)
Total Assets	2,035,815	2,008,456	1,958,777	1,858,058	1,733,232	1,773,938	1,793,972	1,310,079

Net loss for current quarter was fairly consistent with previous quarters during 2023, as the Company is managing the expenditures to maintain the operations in good standing during the uncertain market conditions.

The overall movements in other comprehensive loss in each quarter is a direct result of movements in the share price of the Company’s investment in GGI, which is recorded through other comprehensive income or loss.

Liquidity and Capital Resources

Historically, the Company has raised funds through equity financing to fund its operations. At December 31, 2023, the Company had a cash balance of $59,221, a working capital deficit of $665,730, and accumulated losses of $6,107,040 since incorporation. The Company’s ability to meet its obligations and maintain its operations is contingent upon additional financing or profitable operations in the future. However, there can be no assurance that the Company will be able to obtain additional financing or achieve profitability or positive cash flow. If the Company is unable to generate positive cash flow or obtain adequate financing, the Company will need to further decrease its operations and exploration activities.

During the year ended December 31, 2022, the Company closed a non-brokered private placement (the “Private Placement”) financing of up to 4,014,400 units of the Company (“Units”) at a purchase price of $0.15 per unit for aggregate gross proceeds of up to $602,160. Each Unit will be comprised of one (1) common share of the Company and one non-transferable common share purchase warrant “Warrant”. Each Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.25 at any time up to 18 months following the date of issuance

Management will continue to review other financing options to raise capital in 2024 to meet its future obligations and operating expenses. Mineral exploration and development is capital extensive, and in order to maintain the terms of the recently announced Option Agreement, the Company may be required to raise new equity capital in the future. There is no assurance that the Company will be successful in raising additional new equity capital.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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The Company is in the exploration stage. The investment in and expenditures on the mineral properties comprise substantially all of the Company’s assets. The recoverability of amounts shown for its mineral property interest and related deferred costs and the Company’s ability to continue as a going concern is dependent upon the continued support from its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has no proposed transactions.

Related Party Transactions

• (a) Key management compensation

The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel are as follows:

		2023		2022
Consulting fees, wages and benefits	$	9,403	$	17,998
Share-based payments		-		207,450
	$	9,403	$	225,448

(b) Amounts due to related parties

In the normal course of operations the Company transacts with companies related to its directors or officers. All amounts payable are non-interest bearing, unsecured, and due on demand. As at December 31, 2023 and December 31, 2022, the following amounts were due to related parties:

	2023	2022
Oniva International Services Corp.	195,608	128,909
Avino Silver and Gold Mines Ltd. (CMMA)	356,911	117,485
	552,519	246,394

• (c) Related party transactions

During the year ended December 31, 2023, $61,974 (2022 - $99,328) was charged for office, occupancy, miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva. Further, the Company paid $1,549 of administrative fees during the year ended December 31, 2023 (2022 - $2,483) to Oniva.

The Company takes part in a cost-sharing arrangement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The arrangement may be terminated with one-month notice by either party.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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Critical Judgments and Estimates

The preparation of these financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses for the periods reported. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in operations in the period they become known.

Financial Instruments

The fair values of the Company’s cash, loan from a related party, trade and other payables, and amounts due to related party approximate their carrying values because of the short-term nature of these instruments. The fair value of the Company’s available for sale investments and promissory notes payable are detailed in the consolidated financial statements.

The Company’s financial instruments are exposed to certain financial risks comprising credit risk, liquidity risk and market risk.

(a) Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions. Concentration of credit risk exists with respect to the Company’s cash, as the majority of the amounts are held with a single Canadian financial institution.

(b) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. At December 31, 2023, the Company had cash in the amount of $59,221 (December 31, 2022 - $208,715) in order to meet short-term business requirements. At December 31, 2023, the Company had current liabilities of $740,896 (December 31, 2022 – $364,646). Accounts payable have contractual maturities of approximately 30 to 90 days, or are due on demand and are subject to normal trade terms.

The maturity profiles of the Company’s contractual obligations and commitments as at December 31, 2023, are summarized as follows:

		Less Than		More Than 5
	Total	1 Year	1-5 years	Years
Trade and other payable	$ 179,605	$ 179,605	$ -	$ -
Finance lease obligations	11,882	8,772	3,110	-
Due to related parties	552,519	552,519	-	-
Total	$744,006	$740,896	$ 3,110	$-

(c) Market Risk

Market risk consists of interest rate risk, foreign currency risk, and other price risk. These are discussed further below.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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Interest Rate Risk

Interest rate risk consists of two components:

• (i) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

• (ii) To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company’s cash is currently held in highly liquid short-term investments and therefore management considers the interest rate risk to be minimal.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.

The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Mexican pesos and US dollars:

Cash and cash equivalents Accounts payable and accrued liabilities	December 31, 2023 MXN USD $ 83,385 $ 1,732 (5,385,955) - (5,302,570) 1,732 $ (414,555) $2,291	December 31, 2022
		MXN USD
		$ 201,936 $ 3,552 (2,026,316) -
Net exposure		(1,824,380) 3,552
Canadian dollar equivalent		$ (127,342) $4,810

Based on the net Canadian dollar denominated asset and liability exposures as at December 31, 2023, a 10% fluctuation in the Canadian/Mexican and Canadian/US exchange rates would impact the Company’s earnings for the year ended December 31, 2023 by approximately $26,758 (year ended December 31, 2022 - $640). The Company has not entered into any foreign currency contracts to mitigate this risk.

Other Price Risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment in marketable securities, as they are carried at fair value based on quoted market prices.

• (d) Classification of Financial instruments

IFRS 7 ‘Financial Instruments: Disclosures’ 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 fair value on a recurring basis by

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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level within the fair value hierarchy as at December 31, 2023:

		Level 1		Level 2	Level	3
Cash	$	59,221	$	-	$	-
Investments		5,200		-		-
	$	64,221	$	-	$	-

Risks

Mineral exploration and development involve a high degree of risk and few properties are ultimately developed into producing mines. There is no assurance that the Company’s future exploration and development activities will result in any discoveries of commercial bodies of ore. Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.

New and amended IFRS that are effective for the current year:

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023. These standards did not have a material impact on the Company’s disclosures or on the amounts in the current reporting periods.

Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 Making Material Judgments – Disclosure of Accounting Policies

The amendments change the requirements in IAS 1 with regards to disclosure of accounting policies. The amendments replace all instances of the term “significant accounting policies” with “material accounting policy information.” Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonable by expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events, or conditions, is immaterial and not required to be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events, or conditions, even of the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events, or conditions, is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the “four-step materiality process” described in IFRS Practice Statement 2.

The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates

The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.”

The definition of a change in accounting estimates was deleted; however, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications:

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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• A change in accounting estimate that results from new information or new developments is not a correct of an error

• The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors

The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 12 – Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction

The amendments clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and decommissioning liabilities. The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.

Future Changes in Accounting Policies Not Yet Effective as at December 31, 2023:

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

Amendments to IAS 1 – C lassification of Liabilities as Current or Non-Current with Covenants

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

In addition, the amendment requires entities to disclose information to enable users of the financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.

Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback

The amendments require a seller/lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller/lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendments retrospectively in accordance with IAS 8 Accounting Policies, Change in Accounting Estimates and Errors to sale or leaseback transactions entered into after the date of initial application.

The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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Outstanding Share Data

The Company’s authorized share capital consists of unlimited common shares without par value.

As at April 26, 2024, the following common shares, warrants and stock options were outstanding:

			Remaining life
	Number of shares	Exercise price	(years)
Share capital	35,763,500	-	-
Warrants	4,014,734	$0.25	0.64
Stock options	3,225,000	$0.15-$0.20	1.71–3.29
Total	43,003,234

The following are details of outstanding warrants as at December 31, 2023, and April 26, 2024:

Expiry Date	Exercise Price Per Share	Number of Underlying Shares (December 31, 2023)	Number of Underlying Shares (April 26, 2024)
December 16, 2024	$0.25	4,014,734	4,014,734
Total:		4,014,734	4,014,734

The following are details of outstanding stock options as at December 31, 2023, and April 26, 2024:

Expiry Date	Exercise Price Per Share	Number of Shares Remaining Subject to Options (December 31, 2023)	Number of Shares Remaining Subject to Options (April 26, 2024)
January 8, 2026	$0.20	845,000	825,000
March 30, 2027	$0.20	1,795,000	1,735,000
August 8, 2027	$0.15	685,000	665,000
Total:		3,325,000	3,225,000

Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company are responsible for evaluating the effectiveness of the Company’s disclosure controls and procedures and have concluded, based on our evaluation, that they are effective as at December 31, 2023 to ensure that information required to be disclosed in reports filed or submitted under Canadian securities legislation is recorded, processed, summarized, and reported within the time period specified in those rules and regulations.

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Form 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS For the year Ended December 31, 2023

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Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Cautionary Statement

This MD&A is based on a review of the Company’s operations, financial position, and plans for the future based on facts and circumstances as of April 26, 2024. Except for historical information or statements of fact relating to the Company, this document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change. These statements involve known and unknown risks, uncertainties, and other factor that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.

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