Starlo Ventures Ltd. — Management Reports 2026

Apr 25, 2026

STARLO VENTURES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2025

1) Introduction

This Management Discussion and Analysis (“MD&A”) of Starlo Ventures Ltd (“Starlo” or the “Company”) has been prepared by management as of April 24, 2026 and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 and related notes thereto (the “Financial Statements”). Unless otherwise specified, all financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All dollar amounts herein are expressed in Canadian dollars (the presentation and functional currency of the Company’s financial statements).

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described under “Other risks and uncertainties” and “Forward Looking Statements” towards the end of this MD&A.

2) Corporate profile and overall performance

Starlo was incorporated under the British Columbia Business Corporations Act on November 26, 2021. The head office, principal address and registered office of the Company are located at Suite 3200, 733 Seymour Street, Vancouver, BC, V6B 0S6.

Starlo is an exploration-stage mining company with a focus on precious metals. The Company is listed on the Canadian Securities Exchange under the ticker symbol “SLO”. Currently, the Company has one exploration asset, the Mt. Richards Property (the “Property”), owned through its wholly-owned subsidiary, located in British Columbia, Canada. The Mt. Richards Property consists of 19 contiguous digitally registered mineral tenures totaling approximately 2,721.1 hectares. During the current year, management determined that it would not renew the mineral claims upon their expiry in July 2026.

Given Starlo’s stage of development as a resource company, the Company is developing as expected and as is typical in this sector. In line with other junior resource companies, Starlo was not profitable in the most recently completed year ending December 31, 2025 and incurred a net loss of $89,072. The Company is expected to incur operating losses for the foreseeable future while it explores and evaluates possible projects. The Company will continue to require funds for exploration work on the Property, as well as to meet its ongoing day-to-day operating requirements and will have to continue to rely on equity and debt financing during such period. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company. The Company does not have any other commitments for material capital expenditures over either the near or long term and none are presently contemplated other than over normal operating requirements. The Company does not foresee any known trends, demands, commitments, events or uncertainties that are reasonably likely to have a material effect on the Company, except for commodity prices.

A summary of its financial condition:

• For the year ended December 31, 2025 Starlo incurred a net loss of $89,072 (2024 - $59,167).
• Starlo had a working capital surplus of $631,796 at December 31, 2025 compared to a surplus of $781 at December 31, 2024.
• Cash was $682,624 at December 31, 2025, compared to $10,042 at December 31, 2024. Starlo’s sources and uses of cash are discussed under “Cash Flows” below.
• Other receivables of $8,161 (December 31, 2024 - $8,818) consisted largely of government taxes receivable.

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• Exploration and evaluation assets of $nil at December 31, 2025 (2024 - $2,451) consisted of acquisition costs on the Property, impaired during the year ended December 31, 2025.
• Accounts payable and accrued liabilities of $58,989 at December 31, 2025 (December 31, 2024 - $18,079) were unsecured amounts.

Because the Company is in the exploration stage, it did not earn any revenue, and its expenses relate to the costs of operating a publicly listed company of its size. The Company's expenses are further elaborated in "Results of operations" below.

3) Selected financial information and quarterly results

The following table is a summary of the Company's financial data for the last three completed years:

In Canadian dollars	Year ended December 31, 2025 $	Year ended December 31, 2024 $	Year ended December 31, 2023 $
Revenues	-	-	-
Loss before other items	86,621	59,167	204,675
Net loss for the year	89,072	59,167	199,331
Total assets	690,785	21,311	81,835
Total non-current liabilities	-	-	-

The following table is a summary of the Company's financial results and position for the 8 most recently completed quarters.

	Three months ended
In Canadian dollars	31-Dec-25	30-Sep-25	30-Jun-25	31-Mar-25	31-Dec-24	30-Sep-24	30-Jun-24	31-Mar-24
Net loss and comprehensive loss	68,668	4,162	9,286	6,956	22,023	14,024	8,879	14,241
Basic loss per share	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Diluted loss per share	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Weighted average shares	23,114,391	14,147,000	14,147,000	14,147,000	14,147,000	14,147,000	14,147,000	14,147,000
Total assets	690,785	24,018	29,792	54,521	21,311	28,640	43,352	69,609
Long-term liabilities	-	-	-	-	-	-	-	-

The Company has incurred some general and administrative expenses during the periods shown resulting in a loss in each period and a commensurate reduction in the total assets of the Company. There was an increase in assets in Q4 2025 as a result of a private placement, as described below.

4) Results of operations

Three months ended December 31, 2025 compared to the three months ended December 31, 2024

As at December 31, 2025, the Company is an exploration mining company and has no sources of revenue, accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its expenses.

The Company incurred a net loss of $68,668 in the three months ended December 31, 2025 as compared to $22,023 in the same period in the prior year. The table below details changes in the expenditures for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

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Expenses/Other items	Increase/Decrease from prior year	Explanation for the change
General and administrative	Increase of $6,372	The increase was primarily due to the timing of invoicing for listing and filing fees.
Impairment of exploration and evaluation asset	Increase of $2,451	The increase pertains to impairment of Mt. Richards Property recognized in 2025, due to the Company's decision not to renew the mineral claims upon their expiry in July 2026.
Professional fees	Increase of $37,822	The increase pertains to a new contract for corporate administration and financial advisory services starting November 1, 2025 (see “6. Transactions with related parties”), and higher legal fees.

Cash flows

In the three months ended December 31, 2025, the Company’s cash balance increased by $665,326 (2024 - $7,572), due to the Company’s private placement incurred during the period.

Year ended December 31, 2025 compared to the year ended December 31, 2024

As at December 31, 2025, the Company is an exploration mining company and has no sources of revenue, accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its expenses.

The Company incurred a net loss of $89,072 in the year ended December 31, 2025 as compared to $59,167 in the same period in the prior year. The table below details changes in the expenditures for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Expenses/Other items	Increase/Decrease from prior year	Explanation for the change
General and administrative	Decrease of $737	The general and administrative expenses remained relatively consistent across the two periods.
Impairment of exploration and evaluation asset	Increase of $2,451	The increase pertains to impairment of Mt. Richards Property recognized in 2025, due to the Company's decision not to renew the mineral claims upon their expiry in July 2026.
Management fees	Decrease of $6,000	The management fees relate to an agreement with Core Connections that began on April 1, 2022 (see “6. Transactions with related parties”), the decrease in the expense is a result of the cancellation of the agreement as of February 2024.
Professional fees	Increase of $34,191	The increase pertains to a new contract for corporate administration and financial advisory services starting November 1, 2025 (see “6. Transactions with related parties”), and higher legal fees.

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Cash flows

In the year ended December 31, 2025, the Company’s cash balance increased by $672,582 (2024 – decreased by $46,977), due to the Company’s private placement incurred during the period.

5) Liquidity and capital resources

As at December 31, 2025, the Company had a cash balance of $682,624 (December 31, 2024 - $10,042) and a working capital surplus of $631,796 (December 31, 2024 – $781).

On November 6, 2025, the Company completed a non-brokered private placement of 15,000,000 units at a price of $0.05 per unit for gross proceeds of $750,000. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable at $0.05 per share until November 6, 2028. In connection with this private placement, the Company incurred $32,364 in share issuance costs.

6) Transactions with related parties

Related parties are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Related parties of the Company include the members of the Board of Directors, officers of the Company, close family members of these individuals, and any companies controlled by these individuals. Core Connections Ltd (“Core”) is considered a related party of the Company as it is controlled by the Chief Executive Officer (“CEO”) and a director of the Company.

On April 1, 2022, the Company entered into an administrative services agreement with Core to pay for rent and other administrative services. During the year ended December 31, 2025, the Company paid or accrued $nil to Core under the agreement (2024 - $6,000), these expenses are included under management fees in the statement of loss and comprehensive loss. As at December 31, 2025, accounts payable and accrued liabilities include $nil (December 31, 2024 - $nil) owing to Core.

During the year ended December 31, 2025, prior to September 30, 2025, the Company paid its former Chief Financial Officer (“CFO”) fees of $4,500 (2024 - $7,000). These expenses are included in professional fees in the statement of loss and comprehensive loss.

From September 30, 2025, to December 5, 2025, the Company had a consulting agreement with the former CFO of the Company, through Avisar Everyday Solutions Ltd. (“Avisar”), a company where the CFO is a director and an officer, to provide accounting and financial reporting related services. During the year ended December 31, 2025, the Company incurred $1,859 in professional fees to Avisar, of which $1,649 was incurred during the period from the date of the appointment of the former CFO to the date of the appointment of current CFO on December 5, 2025 (2024 - $nil), these expenses are included in professional fees in the statement of loss and comprehensive loss.

On March 21, 2025, an executive and significant shareholder of the Company loaned the Company $40,000. The loan was payable on demand, based no interest, and was completely repaid by the Company during the year ended December 31, 2025.

Compensation of key management personnel:

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company considers its Board of Directors, as well as the CEO and CFO to be key management personnel.

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During the years ended December 31, 2025 and 2024 the Company's compensation cost for key management personnel was as follows:

	For the year ended December 31, 2025	For the year ended December 31, 2024
	$	$
Management fees	-	6,000
Professional fees	6,149	7,000
Total	6,149	13,000

7) Outstanding shares, warrants and options

As at the date of this MD&A, the Company had 29,147,000 common shares outstanding. The following table summarizes maximum number of common shares outstanding as at December 31, 2025 and as of the date of this MD&A if all outstanding options and warrants were exercised to purchase common shares:

	December 31, 2025	As of the date of this MD&A
Common shares	29,147,000	29,147,000
Options to purchase common shares	295,000	295,000
Warrants to purchase common shares	17,620,000	17,620,000
	47,062,000	47,062,000

8) Off-balance sheet transactions

The Company did not have any off-balance sheet arrangements as at December 31, 2025, December 31, 2024 or as of the date of this MD&A.

9) Significant judgements and estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in its financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

The Company's significant accounting judgments and estimates have been applied in its financial statements:

Judgments

• The Company's ability to continue as a going concern involves critical judgement based on historical experience. Significant judgements are used in the Company's assessment of its ability to continue as a going concern.
• Management makes judgments related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities.

Estimates

• In calculating the fair value of the share-based compensation and warrants, management makes estimates related to the Company's share price volatility and expected life of the instruments. To the extent that these estimates are not correct, the value of these instruments within equity may differ.

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• The assessment of indicators of impairment for the mineral properties and the related determination of the recoverable amount and write-down of the properties where applicable. To the extent that these estimates are not correct, the value of the mineral properties may differ.

10) Accounting pronouncements not yet adopted

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements that the Company reasonably expect will have an impact on its disclosures, financial position or performance when applied at a future date, are disclosed below. The Company intends to adopt these standards when they become effective. Other standards and interpretations that are issued, but not yet effective, which are expected to impact the Company have not been listed.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of operations, required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity’s financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its financial statements.

Amendments to the Classification and Measurement of Financial Instruments (“Amendments to IFRS 9 and IFRS 7”)

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 which clarify the date of recognition and derecognition of some financial assets and liabilities with a new exception for some financial liabilities settled through an electronic cash transfer system, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for certain instruments with contractual terms that can change cash flows such as instruments with features linked to the achievement of environment, social and governance targets; and update the disclosures for equity instruments designated at FVOCI. Amendments to IFRS 9 and IFRS 7 is effective for periods beginning on or after January 1, 2026, with early adoption permitted. The Company is still in the process of assessing the impact of this standard on its financial statements.

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

11) Financial Instruments

As at December 31, 2025, the Company’s financial instruments consist of cash, accounts receivable and accounts payable. The Company classifies cash and receivables as financial assets held at amortized cost. The Company classifies accounts payable as financial liabilities, and these are held at amortized cost. The fair value of all of the Company’s financial instruments approximates their carrying value due to their short-term nature.

The Company’s financial instruments consist of cash, which is considered to be Level 1 and, receivables and accounts payable which are considered to be Level 2 within the fair value hierarchy (as discussed below).

Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between the levels during the year ended December 31, 2025.

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The risk exposure arising from these financial instruments is summarized as follows:

(a) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's financial assets are cash. The Company holds its cash in bank accounts with highly rated Canadian financial institutions, therefore minimizing the Company's credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through public or private equity offerings.

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or value of its holdings or financial instruments. The Company's activities have only been transacted in Canadian dollars since incorporation and until December 31, 2025; in addition, the Company carries no interest-bearing debt. As such, the Company has minimal market risks facing it at present.

12) Forward looking statements

All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. Readers are cautioned that these statements which describe the Company's plans, objectives, and budgets may differ materially from actual results and as such should not be unduly relied upon by investors. Forward-looking statements contained in this MD&A speak only as to the date of this MD&A, or such other date as may be specified herein, and are expressly qualified in their entirety by this cautionary statement.

13) Risks and Uncertainties

The Company has identified the following risks and uncertainties which are consistent with those risks and uncertainties identified in the Company's prospectus: limited operating history, negative cash flows from operations, substantial capital requirements, the speculative nature of mineral exploration, dilution, acquisitions of additional mineral properties, commercial ore deposits, permits and government regulations, environmental risks, reliance on key individuals, key person insurance, uninsurable risks, mineral titles, loss of interest in properties, aboriginal title, fluctuating mineral prices, competition, management, public health crises, financing risks, resale of common shares, price volatility of publicly traded securities, risks relating to the Common Shares, shortages of critical parts, conflicts of interest, principal shareholders, claims and legal proceedings, local resident concerns, tax issues and dividends.