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Sterling Metals Corp. Management Reports 2025

May 16, 2025

45386_rns_2025-05-16_4c5941a1-4117-4f9e-a0eb-c6374ba7e6b5.pdf

Management Reports

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STERLING METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

OF THE FINANCIAL POSITION AND RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Stated in Canadian Funds

Dated May 16, 2025


TO OUR SHAREHOLDERS

This Management Discussion and Analysis of the financial condition and results of operation (“MD&A”) of Sterling Metals Corp. (“Sterling” or the “Company”) should be read in conjunction with Sterling’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025, and 2024, and related notes therein.

Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).

All dollar amounts in this MD&A are reported in Canadian dollars except where otherwise indicated. As of March 31, 2025, the Company had working capital of $2,336,672 and had reported a net loss of $792,554 for the three months ended March 31, 2025 (net loss of $227,281 for the three months ended March 31, 2024) and a net loss of $10,718,952 for the year ended December 31, 2024, (net loss of $1,564,255 for the year ended December 31, 2023). The Company has yet to achieve profitable operations and has an accumulated deficit of $66,085,424 as of March 31, 2025. These continuing losses indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company is subject to risks and challenges similar to companies in a comparable stage of exploration and development. The Company’s ability to continue as a going concern is dependent upon the ability to obtain financing and to ultimately achieve and maintain profitable operations. Should profitable operations not be achieved, the Company will be required to obtain supplementary funding. The ability of the Company to achieve these objectives cannot be assured at this time and accordingly, these matters may cast significant doubt on the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate, in which case adjustments that could be material to the carrying values of the assets and liabilities, the reported expenses and the consolidated statement of financial position reclassifications would be necessary.

Further information about the Company, its operations and other continuous disclosure documents, including the Company’s press releases and interim quarterly reports are available through its filings with the securities regulatory authorities in Canada at www.sedarplus.ca and are also available on the Company’s website www.sterlingmetals.ca.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”,


"expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-Looking Information Key Assumptions Most Relevant Risk Factors
Future funding for ongoing operations The Company will be able to raise these funds The Company has disclosed that this may be difficult and failure to raise these funds will materially impact the Company's ability to continue as a going concern

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also make reference to those risk factors in the "Risk Factors" section below. Readers are cautioned that the preceding table does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its anticipated results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.


CORPORATE OVERVIEW

Sterling Metals Corp. is a mining and mineral exploration corporation focused on the discovery, acquisition, and development of potential mineral deposits globally.

The Company is listed on the TSX Venture Exchange (the “Exchange” or “TSX-V”) where it trades under the symbol “SAG”.

MINERAL EXPLORATION PROPERTIES

COPPER ROAD COPPER PROJECT

PROPERTY PAYMENT

On February 13, 2024 the Company entered into a definitive share purchase agreement (the “Agreement”), with Copper Road Resources Inc. (the "Vendor") and its wholly-owned subsidiary, 100797918 Ontario Inc. (the "Subsidiary") to acquire 100% interest in the Copper Road Project (“Copper Road” or the “Project”), from Copper Road Resources Inc. (TSXV: CRD), arm’s length parties to the Company (the “Transaction”). Copper Road is located 80km north of Sault Ste. Marie, Ontario, Canada.

In order to effect the Transaction, the Vendor assigned all its right, title and interest to the Project, including two option agreements (the "Option Agreements"), to the Subsidiary. The Company acquired, by way of an exempt takeover bid, all of the issued and outstanding common shares (the "Purchased Shares") in the capital of the Subsidiary from the Vendor, in consideration, of the issuance to the Vendor of 10,808,767 common shares (the "Common Shares") in the capital of the Company (valued at $5,944,822) which was equal to 49% of the issued and outstanding Common Shares immediately upon closing of the Transaction on May 10, 2024, and aggregate cash payments of $460,000 to the Vendor, comprised of $200,000 upon execution of the Agreement (paid on March 1, 2024) and $260,000 (paid May 10, 2024) upon closing of the Transaction.

On closing, the Subsidiary held a 100% interest in the Copper Road Project, an exploration stage property that has been accounted for as an asset acquisition by the Company. The Transaction was approved by shareholders of the Vendor on April 30, 2024, and approved by the TSX Venture Exchange on May and the approval of the shareholders of the Vendor (approval received April 30, 2024, by shareholder vote). The Company paid a finder’s fee of 206,484 common shares valued at $0.60 per share for a total of $123,890 and issued 140,000 common shares valued at $0.60 per share for a total of $84,000 for option payments owed by Copper Road on certain mineral claims.

Subsequent to closing, all the mineral claims that make up the Copper Road Project were transferred to the Company form the Subsidiary such that the Company now holds a direct 100% ownership interest in the Copper Road Project.

PROPERTY LOCATION

Located 80km north of Sault Ste. Marie, Ontario, Canada, Copper Road is a 25,000ha high-


potential brownfield copper-molybdenum-silver-gold project associated with the Midcontinent Rift, which until 2021 had never been fully consolidated. The Project benefits from its strategic proximity to substantial infrastructure (Figure 1). Given the extensive history of exploration and mining, as well as numerous surface copper showings (Figure 2), the Phase 1 Exploration campaign, will take a wide systematic and optimized approach to advance the full Project understanding to define targets for future drilling across the land package (described further below).

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Figure 1: Ontario Location Map of Copper Road Project.


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Figure 2: Extensive history of exploration and mining at the Copper Road Project

GEOLOGICAL SETTING REGIONAL GEOLOGY

The Copper Road Project is situated on the eastern edge of the Late Proterozoic (1050-1115 Ma) Midcontinent Rift ("MCR"), most of which now lies beneath Lake Superior. An assumed mantle plume likely produced the large volumes, up to 40 kilometres, of mafic volcanic and sedimentary rocks that formed during this period. The rift is bound by normal and reverse faults and can be traced geophysically for over $2,000\mathrm{km}$ making it one of the largest intra-cratonic rifts in the world.

Numerous past-producing and present deposits have been discovered and mined around Lake Superior associated with the MCR, including the prolific native copper deposits of the Keweenawan Peninsula, Michigan. More recent discoveries include Copper-Nickel-PGE deposits such as the Twin Metals, Marathon PGM, Thunder Bay North and Eagle deposits (Figure 3). One can refer to Miller and Nicholson (2013) and the summary in Coates and Brett (2011) for more information regarding geology and deposits of the Mid-Continent Rift.


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Figure 3: Deposits in the Mid Continental Rift zone. Near Lake Superior, Ontario, Canada

LOCAL GEOLOGY

The Copper Road Property is situated within the Mamainse Point Formation of the Keweenawan Group within the Proterozoic Southern Province, on the eastern edge of the Mid Continental Rift. The western and central part of the property straddles the NNW trending unconformity between the Mamainse Point Formation to the west and rocks of the Batchawana Greenstone Belt of the Archean Superior Province to the east as shown in Figure 4.

The Keweenawan Group stratigraphy is characterized by shallow westerly dipping sub-aerial flood basalts and intercalated conglomerates intruded by felsic sub-volcanic intrusive and breccias.

Basalt volcanic flows generally range from 1.5 to 30 metres in thickness, with upper vesicular zones and topped by ropy pahoehoe or scoriaceous flow tops, depending on the rock composition (Annells, 1973). In some cases, clastic material occurs as dike like structures in joints and fissures in the basalt, which are thought to indicate the occurrence of minor earth movements contemporaneous with the accumulation of the lava pile. The clastic sediment in these structures is often highly altered, suggesting that the fissures acted as channel ways for hydrothermal fluids (Richards, 1985).

The clastic sediments within the Mamainse Point Formation consist primarily of poorly sorted, clast supported polymictic conglomerate containing minor lenses and sheets of cross-bedded,


coarse sandstone. Conglomerate clasts are rounded, ranging from pebbles to boulders in size, and are derived predominantly from mafic volcanic (Keweenawan) and granitic (Archean) source areas. The polymictic conglomerate has been interpreted as forming within an alluvial fan depositional environment in a rifted crustal setting. The conglomerate most likely originated as fault scarp deposits resulting from normal faulting occurring at the edge of the rift. Syn- to slightly post-tectonic sediment transport occurred from the craton towards the down-dropped blocks within the rift (Smith, 1995).

In the upper part of the volcanic pile, near the Lake Superior shore, flow-banded felsic units are strongly hematized. The hematite alteration is irregularly overprinted by a white, bleaching alteration (kaolinitization).

The formation is divided into Upper and Lower formations by a 550 metre thick unit of polymictic conglomerate, referred to as the Great Conglomerate. The entire formation is cut by northerly trending sub-vertical vein breccias that host high-grade copper mineralization in the basalts, however, metal grades decrease considerably in the underlying conglomerate.

The country rocks have been intruded by felsic dikes, felsic porphyry, and felsic breccias considered to also be Keweenawan in age and related to the felsic volcanic and intrusive rocks found more extensively within the Maminee Point Formation to the west. Keweenawan age felsic intrusions and breccia bodies such as the Jogran Porphyry, Richards Breccia and Palmer Breccia also intrude the Archean metavolcanic rocks. Refer to Annells (1972) and the summarized geological description in Coates and Brett (2011) for more detailed local geological descriptions of the Proterozoic rocks on the property.

Hypabyssal felsic rocks occur throughout the stratigraphic succession and have been identified as being predominantly intrusive and sub-volcanic in nature. The three main rock types found are: quartz porphyry, felsite, and flow-banded rhyolite (Giblin, 1969c; Annells, 1973). Although many of the felsic rocks have intrusive contact relationships with the mafic volcanics and conglomerates, the presence of agglomerates and felsic tuffs in the sequence indicate that felsic intrusive activity extended to surface and was contemporaneous with the eruption of basaltic lavas (Annells, 1973; Giblin 1969b; Richards, 1985).

The Archean rocks of the Batchawana Greenstone Belt, dominating the eastern part of the Copper Road Property, consist of mafic to intermediate metavolcanics containing minor felsic metavolcanic units. The Pancake Lake Iron Formation which trends roughly east-west occurs at the northeastern end of the property and consists of Algoma-type banded iron formation rocks. The Archean rocks have been deformed and metamorphosed up to amphibolite rank resulting in northeast trending isoclinal folds and a penetrative fabric with steep dips.

Within the Tribag area the greenstones are mostly unsubdivided, but also contain coarse-grained flows and mafic intrusive rocks (Figure 4: Giblin 1973, Map M2251). Felsic intrusive rocks in the immediate area of the property are identified as massive granodiorite to granite in composition and dated at $2674(+/-3)$ My. Immediately north of these intrusive granitic rocks are foliated to massive tonalite to granodiorite (Geology of Ontario, 1990), and comprise part of the Ramsey Gneiss Domain (Card, 1970).


Metavolcanic rocks of the Griffin Lake Assemblage are intruded by middle Proterozoic (Keweenawan) felsic intrusive rocks, including felsite, felsite breccia, quartz porphyry, feldspar porphyry, quartz-feldspar porphyry, granitic dikes, and intrusive breccia. The intrusive breccia are represented by a series of breccia bodies on the Tribag Property (East Breccia, West Breccia – southern portion, and the NE Breccia – eastern portion). These breccia bodies and their associated $\mathrm{Cu}^{+/-}\mathrm{Mo}^{+/-}\mathrm{W}$, and Ag mineralization has been dated at around $1100\mathrm{My}$ (K-Ar on muscovite, Breton Breccia) and $1070^{+/-}30\mathrm{My}$ (Rb-Sr, Jogran Porphyry).

Within the zone around the Tribag Mine, the East Breccia is surrounded by gabbro/diabase containing a number of greenstone enclaves of varying shape and size. At several localities near the northern perimeter of the East Breccia, the country rock is intruded by felsite dikes. The East Breccia is cut by N to NNE trending faults along which there has been minor left lateral displacement.


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Figure 4: Copper Road Property Geology Map, Mamainse Point Area, Ontario (Geology Map 2251)


STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

COPPER ROAD PROJECT PHASE 1 EXPLORATION CAMPAIGN

Phase 1 Exploration at Copper Road commenced in June 2024, with the establishment of a field base in Batchewana Bay and an extensive soil sampling and mapping campaign. Soil sampling demonstrated clear trends of elevated copper mineralization and several new areas of interest which guided mapping and prospecting work. The mapping and prospecting lead to multiple discoveries of copper and molybdenum sulphide mineralization in outcrop at surface, reported in an October 29, 2024 press release.

Concurrent with the soil sampling program, the Company also completed a property-wide helicopter airborne survey to collect high-resolution magnetic signatures of the rocks, radiometrics data to map alteration related to copper porphyry's, detailed LiDAR data to accurately map the topography and important structures related to mineralization. The data was used to build a 3-dimensional model to help understand the geology across the Project and assist in identifying the geological foundations of the already known copper-molybdenum porphyry and breccia pipes and to potentially locate new targets for future drilling. Magnetic signatures of key rock types offer an opportunity to locate important geological units such as the mafic volcanics close to mineralization, similar to that seen in historical hole AR96-01 drilled in 1996 (Figure 5), which play an important role in the accumulation of copper sulphides. Mafic volcanic hosted copper sulphides in copper porphyry settings commonly host higher grade mineralization and can be important types of copper deposits.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

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Figure 5: Example of high-chargeability, mafic volcanic hosted copper sulphide near Jogran target.

The Phase 1 exploration campaign at the Copper Road Project is progressing with several key activities. Soil sampling has extended northwest of Richards Breccia, on the west side of Mamainse Lake, as well as northeast towards the Tribag mine (Figure 6). These areas are being targeted to expand the understanding of the copper mineralization potential across the Project.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

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Figure 6: Soil Sampling (in progress, map of completed program below) showcasing copper in soil anomalies with historic intercepts.

Geophysical targets are also being actively field-tested. Several new outcrops, which appear to contain porphyry vein types similar to those found at Jogran, have been identified. Samples from these outcrops have been collected and sent to the lab for assays, with the results expected to provide further insights into the mineralization system.

In addition to fieldwork, further interpretations of LiDAR, magnetic surveys, ZTEM, VTEM, and radiometrics are ongoing (Figure 7). These efforts are being integrated with current soil and rock sample data, as well as historical drilling and mining operations. The goal is to refine the targeting and focus on higher-impact zones that could host large tonnage and economically viable copper mineralization.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

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Figure 7: LiDAR survey demonstrating the extensive history of mining and exploration across the Copper Road Property.

Early stages of mapping have been encouraging with numerous showings with copper sulphide mineralization in the form of chalcopyrite and bornite and often associated with molybdenite and other metal minerals such as magnetite.

PHASE 1 CAMPAIGN HIGHLIGHTS

  • Initiated extensive soil sampling program in central area of the project covering $23\mathrm{km}^2$
  • Property wide airborne magnetic, Lidar and radiometric survey, 3,777-line kilometres completed
  • Advanced modelling of historical airborne electromagnetic (EM) survey
  • Interpretation of new 10cm resolution LiDAR survey

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

  • Completed digitization of over 200,000 pages of historical documents
  • Existing trail networks cleared and reopened to enhance access

RECENT EXPLORATION WORK REPORTED AT COPPER ROAD PROJECT

NEW HIGH-GRADE COPPER AND MOLYBDENUM SULPHIDES AT SURFACE

The Company discovered new high-grade copper and molybdenum sulphides at surface within the high-priority exploration area at Copper Road (Figure 8). Values from samples ranged up to $15.9\%$ Cu and $4.84\%$ Mo, with an average copper value of $1.96\%$ Cu across 31 samples (Table 1).

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Figure 8: Surface sampling results from 2024 field work highlighting emerging mineralized footprint of porphyry system.

Copper and molybdenum sulphide mineralization was identified in outcrops in a number of locations across the property and within the limits of the current IP survey grid. Systematic


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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

sampling of the mineralization, typically present as porphyry style veining but also breccias, was carried out by the Sterling Metals exploration team. In some cases, with larger exposure at outcrops, multiple samples were collected from the same outcrop.

The Cave Showing is located 240m south of the known Jogran Porphyry, a well mineralized porphyry prospect that has seen only shallow drilling to date. Copper and molybdenum rich veining at Jogran is associated with strong magnetite-bearing potassic alteration of the host rocks. At the Cave Showing, which is over 5m wide, clusters of porphyry style veins hosting copper and molybdenum sulphides occur in multiple orientations. Steeply dipping copper sulphide rich veins grading between 2.39% and 15.9% Cu have been sampled in four locations spanning 1.5m of the overall showing (Figure 9). Within the same outcrop, flat lying veins generally with higher molybdenum values were observed in multiple locations. Sample A focused on the flat lying veins and retuned a value of 2.39% Cu and 0.013% (128ppm) Mo. Pervasive swarms of veins, both steep and flat lying, as well as pockets of disseminated sulphide mineralization characterize the outcrop, which has yet to be drill tested. Of particular significance is the observation that there are at least 3 separate but related episodes of veining which is key to forming high-grade porphyry style mineralization. Additionally, one of the copper-rich veins is rich in magnetite which may indicate a connection to a significant copper-magnetite rich potassic core which underlies the area between Jogran and the Cave Showing.


STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

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Figure 9: Photograph of Cave Showing, 240m south of Jogran Porphyry, with sample locations and grades (looking north).

The Moly Vein is located an additional $50\mathrm{m}$ beyond and south of the Cave Showing, $290\mathrm{m}$ from the Jogran Porphyry. The flat lying vein, similar in orientation to the higher grading molybdenum veins at the Cave Showing, displayed very high-grade sulphide mineralization (Figure 10). The single sample collected at this location returned values of $1.74\%$ Cu, $4.84\%$ Mo and $3.04\mathrm{g / t}$ rhenium. Generally, a correlation between higher molybdenum values and higher rhenium values has been observed in historical samples at the property. Rhenium is an important potential revenue by-product metal that along with enrichment in molybdenum is common to rift-related porphyry copper deposits.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

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Figure 10: Photograph of Moly Vein, 50m south of Cave Showing, with close up and sample grades (looking north).

Located $100\mathrm{m}$ south-west of the Moly Vein, a hydrothermal quartz-magnetite-sulphide vein was discovered hosting high-grade copper and gold mineralization. This $0.8\mathrm{m}$ wide steeply dipping vein, which strikes to the north, was sampled in three locations (Figure 11). Copper values ranged from $2.00\%$ to $15.44\%$ and gold ranged between $0.05\mathrm{g / t}$ and $1.34\mathrm{g / t}$ . The vein, which consists of nearly massive magnetite, hosts abundant copper sulphides and is interpreted to be formed during the hot prograde stage of porphyry mineralization that characteristically also forms copper-rich magnetite-bearing potassic cores such as present in the Jogran Porphyry drill core.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

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Figure 11: Photograph of high-grade copper Hydrothermal Magnetite vein, $50\mathrm{m}$ south-west of Moly Vein, with sample locations and grades (looking north).

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

Importantly, similar copper-rich quartz-magnetite-sulphide vein mineralization was intersected in historical hole AR96-01, as reported in a press release on June 26, 2024. The intersection in AR96-01 is over 1km to the north-east of the Hydrothermal Magnetite Vein, and interestingly the hole also ended in porphyry mineralization with drill logs commenting on visual chalcopyrite, bornite, pyrite and molybdenum. The Hydrothermal Magnetite Vein is yet to be drill tested. The copper-rich quartz-magnetite-sulphide veins that crop out over several square km of this prospective area are hosted within strongly altered mafic volcanics, including epidote-bearing propylitic alteration, suggesting that a large copper-rich potassic core may underlie this area at moderate depth and which has not been tested for by previous drilling campaigns.

Table 1 summarises surface sampling results from the 2024 field program at Copper Road Project.

Table 1: Surface Sampling Results from 2024 Field Program.

Area Sample ID Easting (m) Northing (m) Cu (%) Mo ppm Mo % Re (g/t) Ag (g/t) Au (g/t)
Cave Showing SCFS-24-010A 681166 5212536 2.39 128 0.025 37 -
SCFS-24-010B 681166 5212536 3.61 7 0.025 28 -
SCFS-24-010C 681166 5212536 15.90 18 0.025 10 -
SCFS-24-010D 681166 5212536 4.08 7 0.025 23 -
SCFS-24-010E 681166 5212536 0.75 1 0.025 2.5 -
Hydrothermal magnetite vein SCFS-24-020A 681099 5212368 3.73 20 0.025 15 0.73
SCFS-24-020B 681099 5212369 2.00 7 0.025 2.5 0.047
SCFS-24-020C 681099 5212370 15.44 7 0.025 54 1.34
Regional Sampling SCFS-24-001 682771 5213881 0.013 1 0.025 2.5 -
SCFS-24-002A 682840 5214048 3.62 129 0.025 32 -
SCFS-24-003 682841 5214071 0.028 1 0.025 2.5 -
SCFS-24-004 680999 5212408 0.64 1 0.025 2.5 -
SCFS-24-005 682030 5214507 0.043 1 0.025 2.5 -
SCFS-24-006 681296 5214031 0.002 1 0.025 2.5 -
SCFS-24-007 681296 5214031 0.002 1 0.025 2.5 -
SCFS-24-008 681296 5214031 0.002 1 0.025 2.5 -
SCFS-24-009 680361 5211774 0.061 7 0.025 2.5 -
SCFS-24-011 681589 5212779 0.026 1 0.025 2.5 -
SCFS-24-012 681178 5212518 0.20 1 0.025 2.5 -
SCFS-24-013 681169 5212485 0.044 1 0.025 2.5 -
SCFS-24-014 681168 5212486 0.99 38 0.025 9 -
SCFS-24-015 681171 5212477 0.51 27 0.025 8 -

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
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REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS

Area Sample ID Easting (m) Northing (m) Cu (%) Mo ppm Mo % Re (g/t) Ag (g/t) Au (g/t)
SCFS-24-016 681166 5212460 1.74 10000 4.84 3.04 7 -
SCFS-24-019 681103 5212371 0.48 46 0.025 2.5 -
SCFS-24-021 681079 5212363 0.11 6 0.025 2.5 -
SCFS-24-024 681111 5212510 1.54 4 0.025 37 -
SCFS-24-027 680987 5212666 0.11 11 0.025 2.5 -
SCFS-24-029 680931 5212700 1.69 7 0.025 2.5 -
SCFS-24-037 678914 5214386 0.02 1 0.025 2.5 -
SCFS-24-042 681777 5213319 0.83 5 0.025 2.5 -
SCFS-24-049 681373 5213040 0.059 284 0.08 2.5 -

3D IP SURVEY COMPLETED

An extensive 3D Induced Polarization survey was conducted by Dias Geophysical Ltd. in the central area of the property, covering 15 square kilometres and both the 2024 soil sampling grid as well as the results reported herein from surface sampling are contained in the IP survey area (Figure 6). The goal of the survey is to identify new chargeability anomalies, which may indicate the presence of sulphide mineralization. Physical property measurements on copper mineralized historical drill core on the property confirmed that the mineralization was highly chargeable. The final results of the survey are anticipated in December and will lead to specific drill targets for future drilling campaigns.

Preliminary IP results were received in November and the Sterling exploration team conducted focused mapping and prospecting in the areas of chargeability anomalies close to surface. New mineralized outcrops were discovered southwest of Richards Breccia.

These new copper mineralized outcrops, IP chargeability anomalies and ongoing sample analyses further enhance the Company's understanding of mineralized zones on the property. The Company anticipates that once the IP data inversion and the drone mag survey are complete, a key milestone in the program will be achieved. The Company will look to match soil and prospecting results with historical exploration data and new magnetic, chargeability and resistivity targeting. Bookmarked between two past producing mines, this area of the Project has never seen a systematic exploration program of this nature and despite positive historical drill results, has never been tested below 200m.

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STERLING METALS CORP.
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MULTIPLE NEW DRILL-READY COPPER TARGETS FOLLOWING SUCCESSFUL 3D IP SURVEY AT COPPER ROAD

The 3D IP survey on the Copper Road Project covered an expansive 5km by 3km area in the center of the Project, successfully pinpointing multiple high-priority, drill-ready targets. These findings are significant, highlighting both the potential of the near surface target zones as well as the Project's capacity to host a large-scale copper porphyry mineral system at depth (Figure 1).

3D IP Survey Highlights

  • The Survey has identified multiple chargeable bodies at or near surface, along with several resistivity low anomalies that correlate with copper found in historical drill holes or outcrops;
  • Numerous areas of interest across the Survey appear interconnected, linking to what may be a large porphyry center at depth as mapped by the regional and deep looking ZTEM survey (see Figure 1). This interconnected "plumbing" system enhances the geological prospectivity of the area;
  • The area for initial drill targeting has now been narrowed from the 5km x 3km Survey to the corresponding ZTEM anomaly that aligns with surface IP, resistivity lows and surface mineralization. This high-priority target is approximately 2.5km x 1.5km x 1.5km; and
  • The Company is currently designing its initial drill campaign aimed to test the hypothesis of extensive near-surface copper zones connected to a larger porphyry center at depth. Additional targets identified during the Survey will be systematically reviewed and refined against surface, historical drilling, IP, resistivity and mag signatures.

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img-12.jpeg
Figure 12: A long section demonstrating historical drill results as they apply to a $+25\mathrm{mv}$ chargeability shell when connecting to resistivity lows and the connection of this low to a larger potential porphyry core ("source") at depth.

img-13.jpeg

DIAS 2024 Resistivity & 25 mV/V Chargeability shell overlain on ZTEM Resistivity

img-14.jpeg

Copper Road Project
Batchawana Bay - Canada

Date: 2025-01-10
Comidor = 100m 50m x 50m Oriented 60°NE
NAD83 UTM Zone 10N

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Figure 13: Demonstrating the $2.5\mathrm{km}$ length of the resistivity low as it crosses the section Figure 12 (A-A').

The primary objective of the survey was to identify sizeable chargeable anomalies within the priority area of the Project. Physical property testing on historical drill core has demonstrated that copper sulphide mineralization generates a strong and consistent chargeability response. The survey has identified numerous chargeability zones across the survey area which are hundreds of metres to over $1\mathrm{km}$ in length and width. Zones isolated as the highest priority have favourable surface geology, scale, corresponding low resistivity signature, and apparent connectivity to deeper resistivity low bodies mapped by ZTEM airborne data. These deeper bodies may represent geologically important porphyry source chambers to deposit copper-molybdenum mineralization.

The Survey results also highlight the possibility of multiple intrusive bodies, which may represent different geological events, near surface with connections to larger porphyry centers at depth. The presence of these potential deep sources enhances the geological setting and priority of the identified targets. Identifying earlier phases of the porphyry system, which may host

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multiple overlapping mineralizing events, is important due to the potential of enriching copper and molybdenum sulphide concentrations.

The Company is actively working with the newly acquired data to design a drill program focused on testing the priority targets and closely examining secondary targets to build a robust exploration portfolio. Historical drilling, recent mapping, prospecting, systematic soil sampling, and property-wide airborne magnetics and Lidar surveys collectively support the potential for a large copper porphyry mineral system at Copper Road.

HIGHLIGHTS

  • Completed soil sampling program in central area of the project
  • Discovered high-grade copper and molybdenum sulphides at surface
  • Identified 3km long footprint of porphyry mineralization in high priority area
  • Completed 3D IP survey at high priority area, covering 15km²
  • Commenced high-resolution drone magnetics survey
  • Multiple near-surface chargeable bodies and resistivity low anomalies correlate with historical copper findings.
  • Priority drill target area narrowed to 2.5km x 1.5km x 1.5km, aligning with ZTEM anomalies, IP results, resistivity lows, and surface mineralization.

The next step for the Company was the commencement of its inaugural drilling program of up to 2,000m that began on March 26, 2025. The program is aiming to test near surface copper mineralization and its connection to a larger porphyry system at depth. Drilling was focused on key targets within the Copper Road Project’s central corridor, covering an initial 2.5km x 1.5km x1.5km target area that hosts significant geophysical anomalies and historically underexplored zones. The priority targets to seek significant accumulations of copper and molybdenum mineralization related to the porphyry system. Phase one of the drilling program was completed on May 5, 2025. The Company is awaiting assay results.

QUALITY ASSURANCE/QUALITY CONTROL – SAMPLING PROCEDURES

Soil samples were collected in areas containing available in situ material and areas such as wetlands were avoided. The soil samples consisted of 300-500 g of material collected from the B-horizon using a hand auger and stored in kraft bags. Samples were photographed, described,

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and final locations were recorded using a handheld GPS. The samples were air dried, sieved to an optimal fraction, split, packed into soil cups, covered with thin-film, and analyzed using a Vanta handheld XRF in a stationary setup. Internal quality control and quality assurance consisted of the insertion of certified reference materials and blank materials every 20-30 samples, and a duplicate analysis approximately every 50th sample. Procedural protocols were implemented at all stages of sample handling to prevent cross-contamination and external contamination of samples. A 10% subset of samples were selected from the survey and sent to SGS for analysis using a sodium peroxide fusion digest followed by ICP-OES/ICP-MS for lab verification.

Rock samples were bagged and labelled in the field, photographed, described, and assigned a coordinate using a handheld GPS. Samples were sent to SGS to be crushed, split and pulverized for analysis. Analysis included a sodium peroxide fusion digest followed by ICP-OES/ICP-MS. Ore grade and gold analysis were completed using fire assay, followed by an ICP-MS/ICP-AES finish. Certified reference materials and blank materials were inserted approximately every 20 samples by the laboratory.


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ADELINE COPPER-SILVER PROJECT

PROPERTY PAYMENT

On March 6, 2023, the Company entered into an option agreement (“Adeline Property Option Agreement”) with Chesterfield Resources Plc, and its wholly owned subsidiary, Chesterfield (Canada) Inc. (collectively “Chesterfield”) to purchase from Chesterfield, 100% of the Adeline Copper-Silver Project in Labrador. In consideration for the purchase of the Project, on signing of the Definitive Agreement (the “Agreement”), the Company made a cash payment of $100,000.

On approval of the transaction by the TSX Venture Exchange on March 23, 2023, the Company issued 450,000 common shares of the Company, to Chesterfield Resources Plc., and made an additional cash payment of $300,000 to Chesterfield (Canada) Inc. On June 18, 2024, the Company completed the renegotiation of the option agreement and paid $200,000 in cash (paid July 4, 2024) and issued an additional 850,000 common shares to Chesterfield Resources Plc. (issued July 10, 2024) and now owns a 100% interest in the Adeline Copper-Silver Project.

PROPERTY LOCATION

Comprised of roughly 30,000 hectares and a 44 km strike of copper-silver-rich terrain, the Adeline project is located in Labrador, Canada, close to road, rail, and power infrastructure and within 500 km of the Sail Pond project, allowing for strong economies of scale for exploration (Figure 21).

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img-16.jpeg
Figure 14: Adeline Project Location in Labrador, Canada.

GEOLOGICAL SETTING

REGIONAL TECTONIC AND GEOLOGICAL SETTING

Most of Labrador constitutes the northeastern edge of the Precambrian Canadian Shield and consists predominantly of intrusive and high-grade metamorphic rocks which record the geological evolution of the region from about 3.85 Ga to 0.6 Ga (Wardle and Wilton, 1995). The region contains five main components (Figure 22) the Archean Nain Province to the northeast, 2) the Archean Superior Province to the west, 3) the ca. 2.1-2.8 Ga Churchill Province, sandwiched between the Nain and Superior province in north-central to central Labrador, 4) the Makkovik


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Province (ca. 2.0-1.8 Ga) along the southern margin of the Nain Province, and 5) the Grenville Province (ca. 1.7-1.0 Ga) all along the southern margin of Labrador (Wardle and Wilton, 1995).

Rocks of the Grenville Province are separated from the other structural provinces by the Grenville Front, an east-west-trending allocthonous zone that truncated and tectonically reworked rocks located in the pre-Grenvillian Provinces during the Grenville Orogeny between 1.3 Ga and 1.0 Ga. The Grenville Front has strong regional magnetic and gravity geophysical expressions and marks the break between typically higher-grade metamorphism on the Grenville Province side of the Front.

The Seal Lake Group represents a Mesoproterozoic supracrustal successor sequence that formed on the southern edges of the Nain-Makkovik craton. Rocks within the Seal Lake Group constitute shallow-marine to continentally-derived sedimentary units and flood basalts along with voluminous diabase sills, which were subsequently deformed during the ca. 1000-Ma Grenville Orogeny. The age of the Seal Lake Group has been constrained by zircon and baddeleyite age dates from sills at between 1224-1250 Ma (Romer et al., 1995). Perrelló et al. (2017) dated molybdenite from the Seal Main Showing at $1084 + 5.1$ Ma. Wilton and Selby (2017) likewise Re-Os dated molybdenite from the Whisky Lake Showing at $1069.6 + 4.7$ Ma and $1064.6 + 5.1$ Ma.


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LEGEND

(not all units are in stratigraphic order)

Quaternary Widespread till and fluvioglacial sand deposits not shown on map
Exposures or Post-Cambrian rocks are too small to be shown on this map
Cambro-Ordovician C P2
570 Ma- NEO-PROTEROZOIC P1, 1000 Ma P2
MESO-PROTEROZOIC (Grenville, Nain and Churchill provinces) P2 P2a
P2a Red sandstone, shale and basalt
P2a Peralkaline/alkaline intrusions & volcanic rocks
P2 Granite plutons and foliated equivalents in Grenville Province
P2a Gabbroic plutons
P2a Anorthosite plutons
P2a Foliated to gnestic granitoid plutonic rocks (in SE Grenville province)
PALEO-and/or MESO-PROTEROZOIC P2b
1000 Ma P2a
PALEO-PROTEROZOIC (Grenville Province P1 P2
P2 Gabbroic plutons
P2 Anorthosite plutons
P2 Metasedimentary gneiss
P2 Granitoid gneiss (metaplutonic rocks)
1800 Ma P2
PALEO-PROTEROZOIC (Makkovik and Churchill Provinces) P1 P2a
P2 Gabbro sills
P2 Shale-sandstone, quartzite dolomite, ironstone and basalt
P2 Mafic volcanic and metavolcanic rocks
P2 Metasedimentary gneiss
P2 Tonalitic orthogneiss
ARCHEAN and/or PALEO-PROTEROZOIC P2b
2500 Ma P2
ARCHEAN (Nain and Superior Provinces) A P2
P2 Mafic metavolcanic and metasedimentary rocks
P2 Metasedimentary gneiss
P2 Tonalitic orthogneiss and lesser metasedimentary gneiss
P2

img-17.jpeg

Map Symbols

Geological contact
Thrust Fault
Normal Fault
Tear Fault (sinistral, dextral)
Major mineral deposit
Mine or Quarry

Map Abbreviations

RM Rare Earth Metals
Ni Nickel
Lab Labradorite
Cu Copper
Mo Molybdenum
Fe Iron
Be Beryllium
U Uranium

Figure 15: Labrador Regional Geology.

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PROPERTY GEOLOGY

The Property is entirely underlain by the Seal Lake Group (Robinson, 1954; Brummer and Mann, 1961; Baragar, 1981) which comprises a Mesoproterozoic volcano-sedimentary sequence covering an area of approximately 10,000 km² in central Labrador (Figure 23). The Seal Lake Group is the youngest of six Proterozoic supracrustal sequences that are collectively known as the Central Mineral Belt ("CMB") (Wilton, 1996). The Seal Lake Group lies near the junction between the Churchill, Nain, and Grenville geological provinces. The Seal Lake Group unconformably overlies several older terranes, complexes, suites, and undifferentiated basement rocks ranging from the Archean to the Mesoproterozoic (Wardle et al., 1997).

The Seal Lake Group has been subdivided into six formations (Evans, 1952; Brummer and Mann, 1961) as listed in Table 7-1. The formations, from youngest to oldest, are the: 1) Upper Red Quartzite Formation, 2) Adeline Island Formation, 3) Salmon Lake Formation, 4) Whisky Lake Formation, 5) Wuchusk Lake Formation and 5) Bessie Lake - Majoqua Lake Formation. The Majoqua Lake Formation and the Bessie Lake Formation are considered stratigraphic equivalents. However, the Majoqua Lake Formation, exposed along the northern limb of the regional syncline, is weakly deformed whereas the southern, basal Bessie Lake Formation is strongly deformed (Brummer and Mann, 1961).

The overall thickness of the Seal Lake Group is postulated to range from 5,280 m (Knight, 1972) to 14,000 m (Baragar, 1981). The effects of folding and thrusting render the estimation of thickness difficult.


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Figure 16: Adeline Project Property Geology.

RECENT EXPLORATION WORK AT ADELINE PROJECT

Possessing a robust early-stage exploration database including regional airborne magnetics, ground Induced Polarization (IP), extensive geological mapping and over 250 surface samples assaying as high as $26.9\%$ copper (Cu), Adeline exhibits strong geological comparisons with preferred epigenetic sediment-hosted copper systems such as those which host the Udokan mine, one of the largest global copper deposits. In addition to the land package, the Project has a pipeline of exploration targets at different stages of development including two drill-ready targets at two key prospects, one of which has returned an encouraging intercept of $1.76\%$ Cu and $58.2\mathrm{g / t}$ Ag over $7.9\mathrm{m}$ on the edge of a large chargeability anomaly (2011, Playfair hole SL-11-10).

The inaugural drill program was completed in October 2023 with results announced on December 8, 2023. The highlights include:

A total of 1,930 meters of drilling was completed in 11 drill holes focused on testing the Ellis Main prospect ("Ellis") and the Whiskey target. In addition to the drilling campaign, the Company completed a surface sampling program from outcrops in the Whiskey area.

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  • Inaugural drilling across the 44km x 7km basin tested two initial targets on opposite ends of the basin, with 10 of 11 holes intersecting copper mineralization, underscoring the robustness of the system (Figure 24)
  • At Ellis, 8 holes tested the historic mineralized grey bed at depth and along strike with the following results as shown in Figure 24:
  • ELS-23-007 intersected an extensive copper zone over a 150m by 100m area, with 25m @ 0.24% Cu and 4.05 g/t Ag, including 2.6m @ 0.87% Cu and 11.54 g/t Ag
  • While the grey bed unexpectedly thinned, drilling intersection a magic sill, a rock type differing from initial expectations, though typical in systems of this nature
  • Notably, visuals confirmed 6 copper minerals across this 25m wide zone with extensive copper oxides suggesting potential at depth of sulphide accumulations
  • At Whiskey located 25km east of Ellis, 3 holes showed pinching of the grey bed with narrower mineralization including:
  • WHS-23-010 intersected 3.1m @ 0.96% Cu and 11.78 g/t Ag, including 0.7m @ 3.54% Cu and 46 g/t Ag
  • WHS-23-011 which intersected 2.1m @ 1.20% Cu and 16.43 g/t Ag and 0.6m @ 3.22% Cu and 46 g/t Ag
  • Additionally, encouraging sampling of outcrops south of drilling in the Whiskey area showed additional emerging copper trends on the eastern portion of the basin with 17 samples grading higher than 0.5% Cu and up to 2.44% Cu
  • Camp was winterized prior to demobilization and a drill remains on site for future drill program

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Figure 17: Select sample and diamond drill hole highlights at the Adeline Project covering the $44\mathrm{km}$ basin.

The Adeline Project has many copper showings across the extent of the property, however, drilling and systematic exploration sparse over the $44\mathrm{km}\times 11\mathrm{km}$ basin. In December 2023, the Company completed its inaugural drill program consisting of 11 holes with 10 holes intersecting copper mineralization, underscoring the robustness of the system. Figure 24 above shows select surface highlights from past drilling and sampling work conducted by predecessors, and the Company.

To assist in improved targeting and the identification of larger accumulation of copper sulfides, the Company examined several exploration initiatives including the role of hydrocarbons within the sedimentary rocks in triggering the accumulation of copper mineralization.

The Company has retained ALS GoldSpot Discoveries Ltd. to assist with a remote sensing interpretation of spaceborne multispectral data and a targeting study in a $687\mathrm{km}2$ area. The purpose of the study is to:

  • Acquire Worldview-3 spaceborne hyperspectral 16-bands remote sensing products at $\sim 2\mathrm{m}$ spatial resolution, then
  • Conduct a mineral mapping and structural linework interpretation from the remote sensing products to delineate areas of high prospectivity and exploration potential.

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The Worldview-3 SWIR data spectral treatment allows for a redox conditions map of outcrops, differentiating the reduced organic matter-rich beds (hydrocarbon-rich) from the oxidized beds. Then, integrating the key marker horizons with relevant structures, derived from topography (interpreted during 2023 Phase 1), to assist in identification and ranking of targets. This exercise will benefit from the knowledge acquired from the Summer 2023 field campaign, including rock assays and descriptions.

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SAIL POND PROJECT

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Figure 18: Sail Pond Project Area Access Road and Trenching at Heimdall Zone, looking north.

PROPERTY PAYMENT

In consideration for the purchase of the Sail Pond Project, on signing of the Definitive Agreement (the "Agreement"), the Company issued 589,913 common shares of the Company on a post-consolidation basis, representing approximately, to Altius Resources Inc. ("Altius"). Altius also holds a $0.5\%$ NSR royalty over the project. A $1.5\%$ NSR is held by Mr. Tony Kearney, the initial finder of the Sail Pond asset of which $1\%$ can be purchased from Mr. Kearney for $1,000,000 by Altius.

Additionally, the Company issued 60,606 common shares to Altius on February 1, 2021, at a price of $3.30 per common share. The issuance settled$ 200,000 that was owing to Altius as part of the Company's acquisition of the Sail Pond Project. The transaction was approved by the TSX Venture Exchange on October 2, 2020. Sterling Metals has earned 100% of this project by

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incurring over $1,500,000 in exploration expenditures on the project prior to September 30, 2021.

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PROPERTY LOCATION
Figure 19: Sail Pond and Adeline project locations within Newfoundland and Labrador.

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The Sail Pond project is comprised of 13,500 Ha and is located on Newfoundland’s Great Northern Peninsula, eastern Canada (Figure 15). The property is easily accessible by a series of paved highways, forest access roads and trails. Adjacent to many regional services and within 32 km of the St. Anthony regional airport and the access roads are 20km north of the town of Roddickton (Figure 14), which Sterling utilizes for core logging and its exploration base. The company has a 100% interest in the Sail Pond project which is subject to a 2% NSR.

GEOLOGICAL SETTING

The high-grade silver (Ag) with copper (Cu), lead (Pb), zinc (Zn) and antimony (Sb) mineralization found at Sail Pond is unique for eastern Canada Laurentian Margin – Humber Tectonostratigraphic Zone (Figure 16).

The mineralization is distinguished by thick, massive sequences of pervasively altered (i.e. silica ± calcite ± sericite) dolostone (or dolomitized limestone) of the St. George Group (possibly Catoche and/or Aguathuna formations). Commonly, these dolostones are folded and bounded by shear zones or thrust faults and often deform brittlely. Conjugate quartz veins are the predominant host for the Ag-Cu-Pb-Zn-Sb mineralization and are found almost entirely within sequences or blocks of massive dolostone. Quartz veins can constitute upwards of 30-40 volume percent of the exposed rock, with individual quartz veins generally less than 10 cm in thickness but can reach up to 2 m in some locations. Mineralization has been observed in both sets of quartz veins. Similar styles of mineralization are present throughout the property, albeit hosted in narrower units (0.5 to 5 m widths) of dolostone, and there has been little work conducted thus far to evaluate these areas.

Sulphide mineralization at Sail Pond is comprised mostly of chalcocite, tetrahedrite, tennantite, sphalerite, boulangerite, galena and locally trace to minor amounts of pyrite, bornite, covellite, mimetite, sulfosalts, fluorite and apatite. Silver is almost exclusively associated with the tetrahedrite and the copper is dominantly found in chalcocite. Mineralization is generally within or spatially associated with quartz veins; as open-space infilling (clots), disseminations, and as vein-parallel massive bands or veinlets.


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Figure 20: Newfoundland geology map with Sail Pond Project location.

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RECENT EXPLORATION WORK AT SAIL POND PROJECT

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Figure 21: Plan map of Heimdall and Heimdall North Zones at Sail Pond with drill hole locations.

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Figure 22: Drill core photo of high-grade mineralization in hole SP-23-085 from 208.97m to 209.29m.

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Figure 23: Plan map of Orion 3D survey area at Sail Pond Project.

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Figure 24: Cross section from Orion 3D survey at Heimdall North showing two of four new targets.

Prospecting work continued on the project during the summer of 2024 with a focus on investigating outcroppings and new areas for future exploration.

As of December 31, 2024, the Company recorded an impairment loss of $10,304,800 against the carrying value of the Sail Pond Project after conducting a review of the current fair market value of the project. The impairment charge is a non-cash charge and may be reversed in future periods should market conditions warrant.

QUALIFIED PERSON

The technical information in this MD&A has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 ("NI 43-101") and reviewed and approved by Jeremy Niemi, P.Geo. (Ontario), Senior Vice President of Exploration and Evaluation for Sterling Metals, is the Qualified Person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects. Mr. Niemi is responsible for the scientific and technical data presented herein and has reviewed and approved this project summary. Mr. Niemi is a Qualified Person under NI 43-101.

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Property Rights and Evaluation and Exploration Assets
The following table summarizes the carrying value of the Company’s property rights and evaluation and exploration assets as of March 31, 2025.

Sail Pond Adeine Copper Road Total
Carrying amount
Balance January 1, 2024 $ 10,231,114 $ 3,429,927 $ - $ 13,661,041
Acquisitions
Cash $ - $ 200,000 $ 460,000 $ 660,000
Common shares issued - 680,000 6,152,713 6,832,713
Exploration
Drilling - - - -
Field and administration 31,055 58,722 390,603 480,380
Geological and Geophysical services 24,500 219,272 1,237,850 1,481,622
Assays 15,069 3,173 15,110 33,352
Prospecting - - - -
Depreciation and amortization capitalized 3,063 11,523 26,967 41,553
Impairment of mineral property carrying value (10,304,800) - - (10,304,800)
Balance December 31, 2024 $ 1 $ 4,602,617 $ 8,283,243 $12,885,861
Acquisitions
Cash $ - $ - $ - $ -
Common shares issued - - - -
Exploration
Drilling - - 26,200 26,200
Field and administration - 822 124,323 125,145
Geological and Geophysical services - - 87,249 87,249
Assays - - 4,870 4,870
Prospecting - - - -
Depreciation and amortization capitalized - - 10,920 10,920
Impairment of mineral property carrying value - - - -
Balance March 31, 2025 $ 1 $4,603,439 $8,536,805 $13,140,245

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FLOW THROUGH FINANCINGS

A summary of the changes in the Company’s flow-through share premium liability was as follows:

Flow-Through Share Premium Liability
Balance December 31, 2023 $ 396,863
Flow-through share premium on the issuance of flow-through common share units (Note 11 (b)) 237,540
Issuance costs allocated to the flow-through share premium liability (24,210)
Settlement of flow-through share premium liability on incurrence of eligible expenditures (447,728)
Balance December 31, 2023 $ 162,465
Flow-through share premium on the issuance of flow-through common share units (Note 11 (b)) -
Issuance costs allocated to the flow-through share premium liability -
Settlement of flow-through share premium liability on incurrence of eligible expenditures (9,008)
Balance March 31, 2025 $ 153,457

As of March 31, 2025, the Company had yet to settle all of the flow-through share liability by renouncing eligible exploration expenditures on the October 2024 flow through issuance. The Company received a grant of $200,000 from the Government of Ontario on February 7, 2025, for eligible expenditures incurred on its Copper Road Project in 2024 and received a further grant of $58,634 from the Government of Newfoundland & Labrador on April 3, 2025, for eligible expenditures incurred on its Adeline project in 2024. The Company must incur an additional $799,080, inclusive of the grant money received, in eligible expenditures by December 31, 2025, to satisfy its expenditure renunciation commitments. During the three months ended March 31, 2024 the Company also paid $30,249 in interest to the Canada Revenue Agency on Flow Through funds not spent by December 31, 2023 from the April 20-23 flow through share issuance.

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS
REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS
RESULTS OF OPERATIONS

Three Months Ended Mar-31-2025 Three Months Ended Mar-31-2024 Percentage Change
General and administration 65,982 54,632 20.8%
Investor relations 31,979 96,411 (66.8%)
Management and Director fees 83,405 97,179 (14.2%)
Consulting fees - - n/a
Share based compensation 750,800 - n/a
Professional fees 41,017 27,299 50.3%
Exploration costs 3,635 - n/a
Net operating loss for the period (976,818) (275,521) 254.5%
Recovery of flow-through premium liability 9,008 42,030 (78.6%)
Government Grant 200,000 - n/a
Interest income (24,744) 6,210 n/a
Net loss and comprehensive loss for the period (792,554) (227,281) 248.7%
Net (loss) per share basic ($0.03) ($0.02) n/a

A more detailed breakdown of General and Administration expenses are as follows:

For the three months ended March 31, Percentage Change
2025 2024
Office expenses 28,343 26,371
Listing and transfer agent fees 22,407 16,583
Insurance (D&O and P&C) 8,504 6,198
Travel and entertainment 6,728 5,480
$ 65,982 $ 54,632

The net loss for the three months ended March 31, 2025, was ($792,554) or ($0.03) per share compared to a net loss of ($227,281) or ($0.02) per share for the three months ended March 31, 2024. The large increase in net loss during the three months ended March 31, 2025, can be mainly attributed to share based compensation expense in the amount of $750,800 recognized on the granting of 2,430,000 stock options during the three months ended March 31, 2025 ($nil for the three months ended March 31, 2024). Other elements of the net loss for the three months ended March 31, 2025 can be attributed investor relations expenditures of $31,979 compared to $96,411 for the three months ended March 31, 2024; Management and Director fees of $83,405 (three months ended March 31, 2024 $97,179); professional fees of $41,017 ($27,299 for the three months ended March 31, 2024); and, exploration costs of $3,635 spent on the Sail Pond

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

property ($nil for the three months ended March 31, 2024). In addition, the Company recognized $200,000 in income on the receipt of a grant from the Province of Ontario during the quarter ($nil for the three months ended March 31, 2024) and recognized a recovery of flow - through share premium liability of $9,008 (recovery of $42,030 for the three months ended March 31, 2024). The Company also recorded interest expense of $30,249 paid to the Canadina Revenue Agency as interest charged on unspent funds from the October 2023 flow through share offering on funds that were not spent on eligible exploration expenditures by December 31, 2023. This interest expense was partially offset by the recognition of $5.505 in interest income earned on GIC investments during the three months ended March 31, 2025 (interest income from GIC investments of $6,210 for the three months ended March 31, 2024)

As of March 31, 2025, the flow-through share premium liability was $153,457. The flow-through share premium liability is reduced as the Company renounces eligible expenditures that are incurred during the year and then recognizes a recovery of the share-premium liability in profit or loss.

The Company's accounting policy is to capitalize all eligible exploration related expenditures to the various projects under development. Capitalized amounts are reviewed for any indications of impairment on a quarterly basis. (See Note 3 in the Company's audited consolidated annual financial statements for the year ended December 31, 2024, for additional details).

SUMMARY OF QUARTERLY RESULTS

Three months ended 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-23 30-Sep-23 30-Jun-23
Total revenue - - - - - - - -
Loss for the period ($792,554) ($10,307,225) ($57,684) ($126,762) ($227,281) ($170,696) ($95,070) ($808,577)
Comprehensive Loss ($792,554) ($10,307,225) ($57,684) ($126,762) ($227,281) ($170,696) ($95,070) ($808,577)
Loss per share ($0.03) ($0.42) $0.00 ($0.01) ($0.02) ($0.02) ($0.01) ($0.08)
Total assets $15,928,442 $14,537,491 $23,965,241 $23,512,948 $17,543,359 $17,893,675 $18,152,459 $18,642,044
Working capital $2,336,672 $1,138,561 $1,054,901 $1,898,923 $2,336,672 $1,138,561 $4,519,674 $6,044,159

The net loss for the three months ended March 31, 2025, was comprised of share based compensation of $750,800 in addition to management and director compensation, investor relations activity expenses, legal and accounting fees and general and administrative expenses that were partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter, along with interest income earned on GIC deposits during the quarter and interest expense paid to the CRA on a portion of the flow through proceeds from the October 2023 flow through financing as well as the receipt of $200,000 in grants from the Government of Ontario. The net loss and comprehensive loss for the three months ended December 31, 2024, was comprised of an

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

impairment loss booked against the carrying value of the Sail Pond Project in the amount of $10,304,800, in addition to management and director compensation, investor relations activity expenses, legal and accounting fees and general and administrative expenses that were partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter, along with interest income earned on GIC deposits during the quarter. The net loss and comprehensive loss for the three months ended September 30, 2024, was comprised of management and director compensation, investor relations activity expenses, legal and accounting fees and general and administrative expenses that were partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter, along with interest income earned on GIC deposits during the quarter. The net loss and comprehensive loss for the three months ended June 30, 2024, was comprised of management and director compensation (including bonuses of $80,000 paid to management on the closing of the Copper Road acquisition), investor relations activity expenses, legal and accounting fees and general and administrative expenses that were partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter, interest income earned on GIC deposits during the quarter and the receipt of a $225,000 grant from the Government of Newfoundland for exploration expenditures incurred on the Sail Pond project. The net loss and comprehensive loss for the three months ended March 31, 2024, was comprised of management and director compensation, investor relations activity expenses, legal and accounting fees and general and administrative expenses that were partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter and interest income earned on GIC deposits during the quarter. The net loss and comprehensive loss for the three months ended December 31, 2023, was comprised of management and director compensation, investor relations activity expenses, share based compensation expense, consulting and legal fees and general and administrative expenses partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter and interest income earned on GIC deposits during the quarter. The net loss and comprehensive loss for the three months ended September 30, 2023, was comprised of management and director compensation, investor relations activity expenses, share based compensation expense, consulting and legal fees and general and administrative expenses partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter and interest income earned on GIC deposits during the quarter. The net loss and comprehensive loss for the three months ended June 30, 2023, was comprised of

48 | Page


STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS

management and director compensation, investor relations activity expenses, share based compensation expense, consulting and legal fees and general and administrative expenses partially off-set by a recognition of a gain on the settlement of flow-through share premium liability on eligible exploration expenses that were incurred during the quarter.

SELECTED ANNUAL INFORMATION

Selected Annual Information Dec-31-2024 Dec-31-2023 Dec-31-2022
$ $ $
Total assets 14,537,491 17,893,675 12,438,595
Total liabilities 429,075 634,353 342,056
Operating Loss for the year (1,137,314) (1,988,711) (1,843,277)
Comprehensive loss (10,718,952) (1,564,255) (1,540,747)
Loss per share ($0.56) ($0.16) ($0.25)

OUTSTANDING SHARES

As at the date of this report the Company had 30,920,779 common shares outstanding, options outstanding of 3 and 3,172,213 warrants outstanding.

FINANCIAL POSITION AND LIQUIDITY

As of March 31, 2025, the Company's financial instruments consist of cash, and accounts payable and accrued liabilities. The Company has no speculative financial instruments, derivatives, forward contracts, or hedges.

As of March 31, 2025, the Company had working capital of $2,336,672 compared to working capital of $1,138,561 as of December 31, 2024.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

a) Financial instrument classification and measurement

Financial instruments of the Company carried on the Statements of Financial Position are carried at amortized cost. There are no significant differences between the carrying value of financial instruments and their estimated fair values as of March 31, 2025, and December 31, 2024, due to the immediate or short-term maturities of the financial instruments.

b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. It is management's opinion that the Company is not exposed to significant credit risk arising from these financial instruments. The Company limits credit risk by entering into business arrangements with high credit-quality

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

counterparties. Thus, the credit risk associated with other receivables is also considered to be negligible. There have not been any changes in the exposure to risk or the Company’s objective, policies, and processes for managing the risk from the prior year.

c) Market risk

Market risk is the risk that changes in market prices will affect the fair value or future cash flows of a financial instrument. Market risk is comprised of interest rate risk, currency risk and other price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. At March 31, 2025, management believes that the Company was not subject to material interest rate, currency risk or other price risk. There have not been any changes in the exposure to risk or the Company’s objectives, policies, and processes for managing the risk from the prior year.

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

d) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management involves maintaining at all times sufficient cash, liquid investments and committed credit facilities to meet the Company's commitments as they arise. The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. As of March 31, 2025, all accounts payable and accrued liabilities are due within 45 days and the Company has sufficient cash resources to meet these obligations as they come due.

As of March 31, 2025, the Company had positive working capital of $2,336,672. Available funds from cash and cash equivalents on hand and working capital are expected to be sufficient to cover a portion of the Company’s planned expenditures for the next twelve months. Any shortfall in available funds may be made up of possible proceeds of possible equity financings, loans, lease financing and entering into joint venture agreements, or any combination thereof. There have not been any changes in the exposure to risk or the Company’s objectives, policies, and processes for managing the risk from the prior year.

RISKS RELATED TO PROPERTY TITLE

Although the Company has taken steps to verify the title to the properties on which it is conducting its exploration, development and mining activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unrestricted prior agreements, unregistered claims, aboriginal land claims and non-compliance with regulatory and environmental requirements. The Company's mining and exploration activities are subject to laws and regulations relating to the environment, which are continually changing, and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to remain in compliance.

CAPITAL RESOURCES

The Company has no recent history of profitable operations. Therefore, it is subject to many risks common to comparable companies, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources as well as a lack of adequate revenues.

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STERLING METALS CORP.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

It may be necessary for the Company to arrange for additional financing to meet its on-going exploration and overhead requirements.

Management believes it will be able to raise equity capital as required in the long term, but recognizes the risks attached thereto. Although the Company successfully completed a financing during the current period, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing may be favourable.

CAPITAL MANAGEMENT

The Company's capital consists of shareholders' equity in the amount of $15,549,991 as of March 31, 2025 (December 31, 2024: $14,108,416). The Company's objective when managing capital is to maintain adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing, selling assets, and incurring debt. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. The Company invests all capital that is surplus to its immediate operational needs in short-term, highly liquid, high-grade financial instruments. There were no changes to the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements. The Company does not currently have adequate sources of capital to complete its exploration plan, current obligations and ultimately the development of its business, and will need to raise adequate capital by obtaining equity financing, selling assets, and incurring debt. The Company may raise additional debt or equity financing in the near future to meet its current obligations.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as of March 31, 2025, and as at the date thereof.

52 | Page


STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS

RELATED PARTY TRANSACTIONS

Related parties are comprised of the shareholders and key management personnel of the Company. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly. The Company has determined that its key management personnel are the directors and senior management. Compensation paid or accrued to key management personnel for the three months ended March 31, 2025, and 2024 is summarized as follows:

Name and principal position Year Remuneration or fees (1) Share based compensation (2) Included in accounts payable (3)
Mathew Wilson, CEO - management fees^{2} 2025 $54,334 $123,588 -
2024 57,500 - -
Dennis Logan, CFO - management fees^{2} 2025 $27,000 $77,243 -
2024 27,000 - -
Jeremy Niemi, VP Exploration^{2,3} 2025 $45,000 $108,140 -
2024 45,000 - -
Mark Goodman, Director - director fees 2025 $1,500 $46,346 $1,500
2024 - - -
Richard Patricio, Director - director fees 2025 $0 $0 -
2024 6,000 - -
Stephen Kieth, Director - director fees 2025 $1,500 $46,346 -
2024 6,000 - -

(1) Amounts disclosed were paid or accrued to the related party during the three months ended March 31, 2025 and 2024.
(2) Amounts paid to the individuals indirectly through companies controlled by the related party.
(3) Amounts paid have been capitalized to Property rights, exploration and evaluation assets.

These transactions were in the normal course of operations and are measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

SEGMENTED INFORMATION

The Company operates in a single reportable operating segment – the acquisition, exploration, and development of mineral properties.

As of March 31, 2025, and December 31, 2024, all of the Company’s assets were located in Canada.

EVENTS SUBSEQUENT TO MARCH 31, 2025

On April 17, 2025, 3,823,917 warrants to acquire common shares at a strike price of $2.50 per common share expired unexercised. On April 17, 2025, 177,583 broker warrants to acquire common shares at a strike price of $1.50 per common share expired unexercised.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

New Accounting Standards Issued and Adopted in the Year

New Standards Adopted in the Current Year

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2024 and have been adopted in preparing these consolidated


STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

financial statements. None of these new standards, amendments to standards or interpretations had a material effect on the Company’s consolidated financial statements.

Recent Accounting Pronouncements not yet Adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2025, and have not been early adopted in preparing these consolidated financial statements.

IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7, Financial Instruments: Disclosures (“IFRS 7”)

IFRS 9 requires entities to recognize financial assets and liabilities when they become party to the contractual terms and to measure them initially at fair value, adjusted for directly attributable transaction costs where applicable. The standard is being clarified to provide better guidance on the derecognition of financial liabilities, which can impact bank reconciliation processes, especially during debt restructuring based on the timing of payments on financial liabilities as compared to the actual settlement of those debts. This clarification may result in a change in the derecognition timing of financial liabilities in situations where electronic payments are involved. These amendments are effective for annual periods beginning on or after January 1, 2026 with earlier adoption permitted.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027 with earlier adoption permitted. IFRS 18 requires retroactive application with certain transition provisions.

Annual Improvements to IFRS Accounting Standards

In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, which contains amendments to Hedge Accounting by a First-time Adopter (Amendments to IFRS 1), Gain or Loss on Derecognition (Amendments to IFRS 7), Disclosure of Deferred Difference between Fair Value and Transaction Price (Amendments to Guidance on implementing IFRS 7), Determination of a ‘De Facto Agent’ (Amendments to IFRS 10), Derecognition of Lease Liabilities (Amendments to IFRS 9) and Cost Method (Amendments to IAS 7). The amendments are effective for annual reporting periods beginning on or after January

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS

1, 2026. The extent of the impact of the amendments on the Company’s consolidated financial statements has not yet been determined.

RISK FACTORS

Companies operating in the mining industry face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical. Following are the risk factors most applicable to the Company:

Exploring and developing mineral resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. The Company closely monitors its activities and those factors that could impact them, and employs experienced consulting, engineering, insurance, and legal advisors to assist in its risk management reviews.

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

There can be no guarantees that the Company will be able to obtain or maintain all the necessary licenses and permits to extract and process minerals, explore, develop, or maintain its continued operations, or that the Company will be able to comply with all the conditions imposed.

The Company files applications in the ordinary course to renew the permits associated with its mining and exploration licenses that it deems necessary and/or advisable for the continued operation of its business. Certain of the Company’s permits to operate that are associated with the mining license are currently under application for renewal. There is no guarantee that the Company will be able to renew any or all of the necessary permits in order to continue operating and conducting exploration activities on areas covered by licenses and permits that are not renewed or are revoked.

At present the principal activity of the Company is the exploration and development of resource properties. The feasible development of such properties is highly dependent upon the price of ore commodities. A sustained and substantial decline in these commodity prices could result in the write-down, termination of exploration and development work or loss of its interests in identified

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

resource properties. Although such prices cannot be forecasted with certainty, the Company carefully monitors factors that could affect these commodity prices in order to assess the feasibility of its resource projects.

The success of exploration programs, development programs and other transactions related to mining concessions could have a significant impact on the need for capital. If the Company decides to develop one of its properties, it must ensure that it has access to the required capital. The Company could finance its need for capital by using working capital, by arranging partnerships or other arrangements with other companies, through equity financing, by taking on long-term debt or any combination thereof.

The Company is dependent upon the personal efforts and commitments of its existing management. To the extent that management’s services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this Management Discussion and Analysis May 16, 2025.

Respectfully submitted on behalf of the Board of Directors,

“Mathew Wilson”

Mathew Wilson

President & CEO

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STERLING METALS CORP.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND
ANALYSIS

A CAUTIONARY NOTE

This document contains “forward-looking information” which may include, but is not limited to, statements with respect to the future financial or operating performance of the Corporation, its subsidiaries and its projects, the future supply, demand, inventory, production and price of minerals, the estimation of reserves and resources, the realization of reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters.

Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Corporation and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of resources; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the resource industry; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.