StrikePoint Gold Inc. — Management Reports 2024

Apr 19, 2024

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Management’s Discussion & Analysis Years Ended December 31, 2023 and 2022

STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Years Ended December 31, 2023 and 2022

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Table of Contents

MANAGEMENT DISCUSSION AND ANALYSIS ................................................................................. 2 CORPORATE OVERVIEW ...................................................................................................................... 2 COMPANY OUTLOOK AND RECENT CORPORATE DEVELOPMENTS ........................................ 2 EXPLORATION AND EVALUATION PROJECTS ................................................................................ 3 CONSOLIDATED FINANCIAL RESULTS ............................................................................................. 6 LIQUIDITY, CAPITAL RESOURCES AND CAPITAL MANAGEMENT ............................................ 7 SUBSEQUENT EVENTS .......................................................................................................................... 8 OFF-BALANCE SHEET ITEMS............................................................................................................... 8 OUTSTANDING SHARE INFORMATION ............................................................................................. 8 QUARTERLY INFORMATION ............................................................................................................... 8 SELECTED ANNUAL INFORMATION .................................................................................................. 9 COMMITMENTS AND CONTINGENCIES ............................................................................................ 9 RELATED PARTY TRANSACTIONS ..................................................................................................... 9 PROPOSED TRANSACTIONS ................................................................................................................. 9 RISK FACTORS ...................................................................................................................................... 10 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS ........................................................... 10 RECENT ACCOUNTING PRONOUNCEMENTS AND MATERIAL ACCOUNTING POLICY INFRORMATION .................................................................................................................... 11 FINANCIAL INSTRUMENTS ................................................................................................................ 11 CONTROLS AND PROCEDURES ......................................................................................................... 12 QUALIFIED PERSON ............................................................................................................................. 12 FORWARD-LOOKING STATEMENTS ................................................................................................ 12

STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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MANAGEMENT DISCUSSION AND ANALYSIS

This Management Discussion and Analysis (“MD&A”) of StrikePoint Gold Inc. (the “Company” or “StrikePoint”), has been prepared by management and approved by the Board of Directors as of April 18, 2024 and contains information that management believes is relevant to an assessment and understanding of the Company’s financial position and the results of its operations and cash flows for the years ended December 31, 2023 and 2022. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 and 2022, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Additional information, including this MD&A, the audited consolidated financial statements for the years ended December 31, 2023 and 2022, the Company’s Annual Information Form (“AIF”) for the year ended December 31, 2023 and 2022, press releases, and other corporate filings are available on the SEDAR website, www.sedar.com, and the Company’s website, www.strikepointgold.com.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors outlined in the Risk Factors and Forward-Looking Statements sections. This MD&A provides management’s analysis of historical financial and operating results and provides estimates of the Company’s future financial and operating performance based on information currently available. Actual results will vary from estimates and variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance.

All dollar amounts in this MD&A are expressed in Canadian dollars (“$”) unless otherwise noted. References to “US $” are to the United States dollar.

CORPORATE OVERVIEW

StrikePoint is an exploration-stage company engaged in the acquisition, exploration and development of mineral properties of merit in Canada and the United States of America (“US”) with the aim of developing them to a stage where they can be exploited at a profit or arranging joint ventures whereby other companies provide funding for development and exploitation. The Company’s head office is located at Suite 3123 – 595 Burrard Street, PO Box 49139, Vancouver, BC, V7X 1J1. The Company trades on the TSX Venture Exchange under the trading symbol “SKP” and on the OTCQB in the United States under the symbol “STKXF”.

COMPANY OUTLOOK AND RECENT CORPORATE DEVELOPMENTS

The Company will continue to acquire, explore, and develop precious metal projects in top tier jurisdictions with the goal of creating shareholder value. The Company will continue to investigate and review projects of merit focusing on gold and precious metal projects located in the US and Canada with a view of growing StrikePoint’s portfolio and profile.

On April 27, 2023, the Company announced a multi-stage exploration program for its 100%-owned Cuprite Gold Project (“Cuprite”), located in Nevada’s prolific Walker Lane (acquired in early 2023 and discussed below). Cuprite is thought to be analogous to the nearby multi-million-ounce Silicon gold deposit recently discovered by AngloGold Ashanti Limited (“AngloGold”). Geochemical, geophysical, and structural vectoring led to the Silicon gold deposit discovery and StrikePoint has used similar techniques to assess the 44-square kilometer Cuprite Gold Project.

In Q1 2024, the Company commenced its inaugural drilling program at Cuprite, and while Cuprite is the Company’s immediate focus, StrikePoint continues to control two advanced-stage exploration projects in British Columbia’s Gold Triangle district: the past-producing high-grade silver Porter Project and the high-grade gold Willoughby Project. For further information on the Company’s projects and recent exploration activity, see the section titled Exploration and Evaluation Projects.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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On November 1, 2022, the Company appointed Michael G. Allen as President, CEO and Director of the Company and elevated Shawn Khunkhun to the role of Executive Chairman and Director of the Company. Mr. Allen brings over 20 years of multifaceted work experience in the mineral exploration and development business. His experience has been from grassroots to advancing projects through feasibility studies, construction and operations in a variety of geological systems and jurisdictions. In addition, Mr. Allen brings additional capital markets strength to StrikePoint, having raised significant amounts of capital to advance various projects. Most notably, Mr. Allen was President, CEO and Director of Northern Empire Resources, where he was responsible for identifying, acquiring and advancing the Sterling Project in the Beatty district of southwest Nevada. Northern Empire was sold to Coeur Mining, Inc. at the all-time high share price for approximately $120-million. Mr. Allen is a professional geologist and qualified person under the definitions of National Instrument 43-101.

On March 1, 2023, the Company appointed Paulo Santos as its Chief Financial Officer (“CFO”). Mr. Santos has significant experience in various senior executive financial roles within the mining industry, including most recently as CFO for Elevation Gold Mining Corporation, the Interim CFO and VP, Finance of Calibre Mining Corp, the CFO for Northern Empire Resources Corporation, and the Treasurer and Corporate Secretary for Newmarket Gold Inc.

EXPLORATION AND EVALUATION PROJECTS

Cuprite Gold Project

On February 1, 2023, the Company completed the acquisition of a 100% interest in the Cuprite Gold Project in Nevada’s Walker Lane gold trend from Orogen Royalties (“Orogen”). The Company issued 6,428,571 common shares of Strikepoint with a fair value of $321,429 at the time of issuance, reimbursing US $35,208 on projectrelated costs and granting a 3% net smelter return (“NSR”) royalty to Orogen, whereby 0.5% of the NSR royalty can be purchased for US $2,500,000. Orogen will also retain a 1.5% NSR royalty on any after-acquired internal claims held by third parties. Orogen will hold a one-kilometer area of interest around Cuprite and additional claims staked within the area of interest will be subject to the 3% NSR. Subsequent to the acquisition, the Company acquired an additional 310 claims via staking surrounding the original Cuprite claims. In total, Cuprite consists of approximately 574 unpatented claims covering 44-square kilometres.

Cuprite is in Nevada, approximately 15-kilometres south of Goldfield, and approximately 75-kilometres northwest of Beatty, Nevada. The project is easily accessible with Highway 95 on the western margin of the property.

Cuprite is thought to be analogous to AngloGold Ashanti Limited’s (“AngloGold”) Silicon Gold Deposit (“Silicon”), where a significant multi-million ounce gold resource has been defined. Like Cuprite, Silicon displays an extensive, strongly developed, steam-heated alteration zone at surface with anomalous mercury and cinnabar, as well as sharing a similar geological and structural setting.

On September 26, 2023, StrikePoint announced the results of its first phase of exploration results at Cuprite (see news release of the same date). The Company completed 13.5-line kilometres of Induced Polarization (“IP”) geophysical survey, which identified a possible 6-kilometre long structural corridor that aligns with the hypothesised Stonewall Mountain Caldera margin. Zones of high resistivity thought to be potential silicification were offset through normal faulting. Chargeability highs correspond to the interpreted faults. Overall, the data indicates a possible large scale hydrothermal system in a similar structural environment to the nearby Silicon.

In addition to the IP survey, a total of 1,041 soil samples were collected in 17-line spaced approximately 200 metres apar. On-line sample spacing was approximately 30 metres. Samples were collected using a hand auger at an average dept of approximately 30 centimetres. Results of the survey were a coherent mercury soil anomaly, coincidental with the projection of and geophysical signature of normal faults of the Stonewall Mountain Caldera, plus minor mercury anomalies possibly associated with secondary structures. Associated arsenic and antimony anomalies appear to be associated slightly outboard of the mercury anomalies suggesting the possibility of a convection cell caused by the oxidation of sulphides at depth. Individual samples ranged from 0.0009 parts per million (“ppm”) to 7.4 ppm mercury, with 12 samples registering greater than 1 ppm mercury.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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Geological mapping at Cuprite also identified multiple east-west structures that project into the mercury anomaly identified from the soil sampling program, thereby, highlighting the potential of significant ground preparation for mineralizing fluids where the east-west structures intersect the hypothesized Stonewall Mountain Caldera margin.

In early January 2024, the Company completed an additional IP survey at Cuprite. Subsequent processing and interpretation by Wright Geophysics of Elko, Nevada suggests the elevated chargeability values identify zones of hydrothermal activity. In addition, a low resistivity layer noted in the data possibly represents a boiling horizon which migrated up and down within this large-scale hydrothermal system, suggesting the possibility of additional bulk tonnage targets at depth. Surface mapping which reveals structural control, silicification, and widespread hydrothermal alteration supports the interpretation of the IP data.

In January 2024, the Company received its permit for exploratory drilling at Cuprite. The inaugural drilling program is planned for up to 5,000 metres of reverse-circulatory drilling (in up to 10 holes) and will be targeting ring structures of the Stonewall Caldera in the heart of the 2.6-square kilometer mercury in soil anomaly defined by the Company’s exploration work in 2023. Drilling commenced in early March 2024 and is expected to last approximately three months. Results will be disseminated once assays are complete, reviewed and interpreted.

– Projects in British Columbia, Canada Porter and Willoughby

No significant exploration work was completed on the British Columbia projects for the year ended December 31, 2023 as the Company continues to focus its exploration efforts on the Cuprite Gold Project. The information below provides an overall summary of the Porter and Willoughby projects and some of the more recent exploration work completed during the December 31, 2022 year end.

Willoughby Project (“Willoughby”)

The Company holds a 100% interest in the Willoughby Project. In March 2019, the Company posted a reclamation bond payment in the amount of $39,000. The project is subject to a 1.5% net smelter return (“NSR”) royalty, of which 0.5% can be purchased for a cash payment of $1,000,000. During the year ended December 31, 2022, the Company sold a small track of land located near Willoughby for net cash proceeds of $52,626.

Willoughby is located 27-kilometers east of Stewart in northwestern British Columbia’s mineral-rich Golden Triangle. The Project consists of approximately 995-hectares comprised of three mineral claims. Willoughby has an impressive record of delivering high-grade Gold (“Au”) and Silver (“Ag”) results. Backed by an extensive historical database of 12,302 meters in 119 diamond drill holes and 1,356 surface samples collected between 1989 to 1996.

• North Zone: 120.30 grams per tonne (“g/t”) Au and 2,434.84 g/t Ag over 3.50 meters in hole U96-02

• Wilby Zone: 12.66 g/t Au and 59.43 g/t Ag over 12.00 meters in hole 95-53

• Wilkie Zone: 14.66 g/t Au and 31.93 g/t Ag over 3.70 meters in hole 96-77

• Lower Icefall Zone: 8.99 g/t Au and 2.87 g/t Ag over 3.30 meters in hole 96-64

Willoughby contains eleven mineralized zones, eight of those on the nunataq (NN, North, Edge, Wilby, Wilkie, Upper & Lower Icefall, BOD), two 1-kilometer northeast across the ice (Willow, Back Ridge), and one (FS) 700 meters to the southwest of the nunataq; all of which are along a 2,700-meter mineralized trend open along strike and at depth. Two distinct mineralization types have been observed at Willoughby:

• a) Structurally controlled, fault-hosted pyrite-galena-sphalerite bearing calcite-quartz veined zone with visible gold. Bonanza grade is linked to structure intersection; and

• b) Stratigraphically controlled, concordant with bedding, massive to semi-massive pyrite-pyrrhotitechalcopyrite with lesser sphalerite and galena sulfide replacement within permeable lapilli tuff strata of the Early Jurassic lower Hazelton group. Mineralization is linked with the diorite intrusive sill and dyke analogue to the goldslide intrusion suite.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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The Company has completed four exploration seasons at Willoughby from 2019 to 2022, with 9,316 meters in 39 holes and 614 surface samples. The Company extended the known zones and stepped out in areas by over 1,000meters, developed a robust geological model, and encountered new high-grade surface mineralization on the margins of newly exposed, ice-free areas.

The 2022 exploration program was focused on regional exploration aimed at growing the footprint at the Willoughby mineralization trend and to drill previously untested areas. A total of 1,500-meters of drilling was completed, along with 84 rock samples collected across Willoughby.

Highlights of the 2022 field program at Willoughby include:

• Newly discovered “BOD Zone” 125-meters to the south of the Icefall Zone on the Willoughby nunataq, with best grab sample returning 156 g/t Au and 91.7 g/t Ag;

• Newly discovered “FS Zone” 700-meters to the south of the Willoughby nunataq, with a best grab sample returning 6.48 g/t Au and 52.5 g/t Ag;

• Extension of the main Willoughby showing along NNW structures with samples returning up to 53.9 g/t Au and 1,240 g/t Ag;

• Drillhole W22-129 at the north end of the main Willoughby nunataq intersected 2.48 g/t Au and 4.00 g/t Ag over 4.20 metres including 11.45 g/t Au and 13.70 g/t Ag over 0.85 meters; and

• Drillhole W22-125, at the south end of the Willoughby nunataq intersected 1.02 g/t Au and 27.15 g/t Ag over 5.32 metres in a new zone of mineralization and alteration lying to the west of known mineralized zones.

For additional information on each of the programs and results, refer to the Company’s press releases during the years noted above, available on the Company’s website or on SEDAR.

Porter-Idaho Project and Surrounding Areas (“Porter”)

The Company holds a 100% interest in the Porter-Idaho Project, located near Stewart, British Columbia. The property is subject to a 1% NSR, of which the Company has the option to purchase 0.5% for $750,000. As of December 31, 2023, the Company posted a reclamation bond payment in the amount of $31,000 (December 31, 2022 - $10,000) on Porter. The Company also holds a 100% interest in the Handsome Jack property, adjacent to Porter (subject to a 1% NSR, of which the Company can buy back 0.5% for $500,000). The Company also staked, the Big, Bada and Boom properties, contiguous to Porter and Handsome Jack properties near Stewart, BC.

Porter contains two past-producing mines: the Silverado and Prosperity-Porter Idaho. The showings are 2.35-kilometres apart, located on opposite sides of Mt. Rainey, overlooking the town of Stewart, British Columbia. Porter is located strategically at the head of the Portland Canal, a deep-water port with year-round, ice-free access.

The initial discovery of silver mineralization on Mt. Rainey occurred in the early 1900s. Prosperity-Porter Idaho veins were the focus of the initial work. The mineralization is hosted in six parallel dipping shear zones (Prosperity, Prosperity West, Blind, D-vein, Wake, Angelo) traced 200-meters on the surface and one kilometer down dip with widths between 2 and 13 meters. The vein system was mined between 1929 and 1931 and produced 27,123 tonnes with recovered grades of 2,542 g/t Ag and 1 g/t Au (yielding approximately 2.2-million ounces of silver).

The Company has completed four exploration seasons at Porter from 2018 and 2020 to 2022, with 4,270-meters in 35 holes and 339 surface samples. The primary exploration goal at Porter is to discover new silver veins to connect the Silverado mine on the north side with the Prosperity/Porter Idaho mines on the south side of the mineralized structural corridor.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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The 2022 field program targeted the past-producing Prosperity, Blind and D veins in four holes. Additionally, mapping and sampling was completed prioritizing exploring the northwest and eastern areas at Porter. Work at the western side investigated strong alteration and gossan with historic gold-rich prospects along northwest trending structures. On the eastern side of Porter, significant glacial retreat of the Marmot glacier and alpine icefields have revealed new exposures that have never seen modern exploration.

For additional information on each of the programs and results, refer to the Company’s press releases during the years noted above, available on the Company’s website or on SEDAR.

Yukon Properties

Since 2017, the Company has held certain interests in a portfolio of claims and properties located in the Yukon, Canada. During the year ended December 31, 2022, the Company sold a significant portion of the Yukon properties to Snowline, a Canadian public company, for cash proceeds of $500,000 and the issuance of 500,000 Snowline common shares valued at $1,375,000. As of December 31, 2023, the Company continues to own a 100% interest in a small number of claims in the district of Dawson, Yukon, which expire at various times between 2024 and 2029. StrikePoint has not completed any significant exploration work on the remaining Yukon projects during the years ended December 31, 2023 and 2022. The Company’s remaining properties in the Yukon have limited holding costs.

CONSOLIDATED FINANCIAL RESULTS

For the year ended December 31, 2023 (“2023”), the Company incurred a loss of $3,486,993 (loss per share of $0.02) compared to a loss of $1,129,111 (loss per share of $0.01) for the year ended December 31, 2022 (“2022”). The significant variances between the years are discussed below.

Exploration and evaluation costs were lower in 2023 totaling $1,614,354 compared to $2,688,108 in 2022. Of note, during 2023, the Company recorded additional reclamation costs of $145,000 related to decommissioning of certain pads and structures at both Willoughby and Porter, based on revised estimates of closure costs. For 2023, the Company performed no significant exploration work on its Canadian projects, and instead focused on exploration work at its newly acquired US project, Cuprite. For details on the type of exploration work conducted to date at Cuprite (and in Canada), refer to section Exploration and Evaluation Projects within this MD&A. For 2023, the Company incurred $447,900 in costs associated with the acquisition of Cuprite. A breakdown of the significant components of exploration and evaluation costs is included in Note 9 of the consolidated financial statements for the year ended December 31, 2023.

Management fees, salaries and wages increased in 2023 to $603,708 from $246,666 in 2022. The increase represents the enhancements to its management team, including the introduction of an in-house Chief Financial Officer in early 2023 and a newly appointed full-time CEO and President at the end of 2022. The introduction of new management coincided with the granting of stock options during 2023 resulting in increased stock-based compensation expense of $339,117 in 2023 compared to $70,210 in 2022. As a result of the enhancement to management, rent and office expenditures increased as a result of greater office space requirements and corporate activity, totaling $195,796 in 2023 and $128,306 in 2022.

As a result of additional corporate activity, including project review and investigations (discussed below), professional fees and travel increased for each of the years presented from $174,126 in 2022 to $394,518 in 2023.

During 2023, the Company incurred $149,285 (2022 - $37,061) in property investigation costs associated with review of potential new projects not currently owned by StrikePoint. The Company continues to investigate new projects with merit with the view of creating additional shareholder value.

During 2023, the Company recognized $Nil (2022 - $504,224) in flow-through share premium reversals related to exploration expenditures from flow-through share private placement funds.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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The Company also recorded a gain on its sale of marketable securities (shares of Snowline) during 2023 totaling $65,494 (2022 – unrealized gain on marketable securities of $100,000). During 2023, the Company recorded $145,217 of other expenses related to certain camp closure and removal costs on claims in the Yukon sold to Snowline.

LIQUIDITY, CAPITAL RESOURCES AND CAPITAL MANAGEMENT

As at December 31, 2023, the Company had current assets of $1,958,005 (December 31, 2022 - $4,787,542) (which included cash and cash equivalents of $1,400,473 (December 31, 2022 - $2,701,220)), and total liabilities of $272,584 (December 31, 2022 - $299,345). As at December 31, 2023 and 2022, the Company had no long-term debt outstanding. The Company used net cash of $2,841,241 in operating activities during 2023 (2022 - $3,743,389).

The Company has financed its operations to date primarily through the sale of mineral properties, issuance of common shares, and exercise of stock options and share purchase warrants. The Company continues to seek capital through various means including the issuance of equity and/or debt. The Company has not paid any dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance the growth of its business.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and/or commence profitable operations in the future. As at December 31, 2023, the Company has an accumulated deficit of $58,393,790 and has working capital of $1,685,421.

Subsequent to December 31, 2023, the Company completed a non-brokered private placement of 50,118,750 units at a price of $0.04 per unit for gross proceeds of $2,004,750. Each unit was comprised of one common share and one half of one common share purchase warrant, with each whole warrant exercisable into one common share of the Company at an exercise price of $0.07 per common share for a period of 24 months from closing. In connection with this private placement, the Company paid finders fees, regulatory and administrative costs of $107,645 and issued a total of 1,813,875 broker warrants. The broker warrants entitle the holder to purchase one common share of the Company at a price of $0.07 per broker warrant for a period of 24 months from the date of issuance. The Company intends to use the proceeds from the private placement for drilling, exploration activities, and general working capital purposes.

While the Company’s current forecast indicates that it will have sufficient cash available for the next year to continue as a going concern, additional financing will be required to carry out exploration and development of its properties, which indicates the existence of material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.

Capital Management

The Company considers its capital structure to include working capital and shareholders’ equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and risk characteristics of the underlying assets and capital markets. In order to facilitate the management of capital and the development of its mineral properties, the Company prepares annual expenditure budgets which are regularly monitored and updated as necessary.

To maintain or adjust the capital structure, the Company may issue new equity or debt financing, if available, on favorable terms, option its mineral properties for cash and/or expenditure commitments from optionees, enter joint venture arrangements, or dispose of mineral properties.

The Company’s investment policy is to hold cash and term deposits in interest-bearing bank accounts and highly liquid short-term, interest-bearing investments with maturities of one year or less which can be liquidated at any

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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time without penalties. The Company is not subject to externally imposed capital requirements. There have been no significant changes in the Company’s approach to capital management during 2023.

SUBSEQUENT EVENTS

• a) Subsequent to December 31, 2023, the Company completed a non-brokered private placement of 50,118,750 units at a price of $0.04 per unit for gross proceeds of $2,004,750. Each unit was comprised of one common share and one half of one common share purchase warrant, with each whole warrant exercisable into one common share of the Company at an exercise price of $0.07 per common share for a period of 24 months from closing. In connection with this private placement, the Company paid finders fees, regulatory and administrative costs of $107,645 and issued a total of 1,813,875 broker warrants. The broker warrants entitle the holder to purchase one common share of the Company at a price of $0.07 per broker warrant for a period of 24 months from the date of issuance. The Company intends to use the proceeds from the private placement for drilling, exploration activities, and general working capital purposes.

• b) Subsequent to December 31, 2023, the Company granted a total of 8,444,500 stock options, exercisable at $0.075 per share for five years.

OFF-BALANCE SHEET ITEMS

As at December 31, 2023, the Company did not have any off-balance sheet items.

OUTSTANDING SHARE INFORMATION

The total number of outstanding common shares and stock options are as follows:

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As of: April 18, 2024 December 31, 2023 December 31, 2022
Shares issued and outstanding 263,894,207 213,775,457 207,346,886
Options issued and outstanding 26,294,500 17,850,000 16,900,000
Warrants issued and outstanding 26,873,250 - -
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For additional details on common shares, options and warrants issued following December 31, 2023, see the section Subsequent Events .

QUARTERLY INFORMATION

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Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022
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Income (loss) for period $ (422,088) $ (963,131) $ (846,217) $ (1,255,557) $ 1,833,875 $ (1,958,581) $ (570,682) $ (433,723) Income (loss) per share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ 0.01 $ (0.01) $ (0.00) $ (0.00)

The variation seen over the above quarters is primarily dependent upon the success of the Company’s ongoing property evaluations and acquisition program and the timing, scope and results of the Company’s exploration activities on its current properties, none of which is possible to predict with any accuracy. The Company will continue to incur losses until such time as the commercial development of a discovery or an acquisition result in positive earnings or the disposition of a project results in positive income for any given period. The above losses are also impacted by options granted in any given period, which give rise to share-based compensation expenses.

Income for the Q4 2022 period totalled $1,833,875 and is mainly due to the gain on sale of mineral properties of $1,927,626 (for our projects in the Yukon), and an unrealized gain on marketable securities of $100,000, offset by exploration and general operating costs of $257,015. The total loss for Q1 2023 of $1,255,557 includes $447,900 of acquisition costs associated with the Cuprite Gold Project.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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SELECTED ANNUAL INFORMATION

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As of and for the year ended: December 31, 2023 December 31, 2022 December 31, 2021
Total assets $ 2,028,005 $ 4,857,542 $ 6,265,942
Working Capital 1,685,421 4,488,197 5,568,098
Loss for the year (3,486,993) (1,129,111) (5,252,261)
Loss per share - basic and diluted $ (0.02) $ (0.01) $ (0.03)
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COMMITMENTS AND CONTINGENCIES

The Company is required to incur exploration expenditures on its mineral claims to meet the conditions of holding its mineral rights and keep the mineral leases in good standing. Each jurisdiction imposes expenditure requirements which vary from province to province or state to state and from year to year.

The Company has no contingencies as at the date of this MD&A.

RELATED PARTY TRANSACTIONS

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Company has identified its members of the Board, its Chief Executive Officer (“CEO”), its Chief Financial Officer (“CFO”), and its former VP Exploration as its key management personnel.

The various fees and compensation paid to directors and key management personnel for each of the years ended December 31, 2023 and 2022 are identified in the table below.

		2023		2022
Salaries and wages paid to current CEO	$	250,000	$	66,666
Salaries and wages paid to current CFO		107,292		-
Fees paid or accrued Chairman (former CEO)1		180,000		180,000
Fees paid or accrued to a member of the Board		36,000		36,000
Fees paid or accrued to former VP Exploration1		60,000		550,663
Feespaid or accrued to former CFO1	$	40,000	$	120,000

1) Fees paid or accrued were paid to companies controlled by individual in their respective position of management or director.

During the year ended December 31, 2023, the Company recorded share-based compensation expense totalling $279,410 (2022 - $70,210) to directors and officers of the Company.

As at December 31, 2023, accounts payable and accrued liabilities included $9,000 (December 31, 2022 - $76,221) due to related parties for outstanding fees, compensation, and expense reimbursement charges.

PROPOSED TRANSACTIONS

The Company has not entered into any undisclosed proposed transactions as at the date of this MD&A.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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RISK FACTORS

The Company is subject to various business, financial, operational, and other risks, uncertainties, contingencies and other factors which could materially adversely affect the Company’s future business, operations, and financial condition and could cause such future business, operations and financial condition to differ materially from the forward-looking statements and information contained in this MD&A.

The nature of the Company’s activities and the locations in which it operates mean that the Company’s business generally is exposed to significant risk factors, known and unknown, many of which are beyond its control.

For a discussion of risks faced by the Company, which may cause the actual financial results, performance or achievements of the Company to be materially different from the Company’s estimated future results, performance or achievements expressed or implied by forward-looking information or forward-looking statements, please refer to the Company’s latest AIF, filed on SEDAR.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities, disclosure of commitments and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities if actual results differ from assumptions made, relate to, but are not limited to, the following:

• i) The inputs used in calculating the fair value for share-based payments expense included in profit or loss and stock-based share issuance costs included in equity. The share-based payments expense and stock-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.

• ii) The recognition of deferred tax assets. The Company considers whether the realization of deferred tax assets is probable in determining whether or not to recognize these deferred tax assets.

• iii) The preparation of these consolidated financial statements requires management to make judgments regarding its ability to continue as a going concern as discussed in Note 1 of the consolidated financial statements for the years ended December 31, 2023 and 2022.

• iv) The Company uses estimates and assumptions in determining the provisions for asset retirement and site closure obligations. The estimates and assumptions include determining the amount and timing of future cash flows, while considering relevant inflation rates and discount rates. The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors, including judgements of the extent of rehabilitation activities, technological changes, and regulatory changes. Consequently, there could be significant adjustments to the provisions established, which would affect the future financial position, results of operations, and changes in financial position. The provision is management’s best estimate of the present value of the future asset retirement and site closure obligation. Actual future expenditures may differ from the amounts currently provided.

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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RECENT ACCOUNTING PRONOUNCEMENTS AND MATERIAL ACCOUNTING POLICY INFRORMATION

The Company’s accounting policies are outlined in the audited consolidated financial statements for the year ended December 31, 2023 and 2022 in Note 2.

These consolidated financial statements include the accounts of its wholly owned subsidiaries, including Mount Rainey Silver Inc. During the year ended December 31, 2022, the Company incorporated 1391512 BC Ltd. and 1391515 BC Ltd. (both are inactive holding companies that were incorporated under the BC Business Corporations Act). The Company also incorporated its wholly owned subsidiary Stimitant LLC (“Stimitant”), in Nevada, U.S.A. during the year ended December 31, 2023. Stimitant owns the Cuprite Gold Project acquired in 2023.

These condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of Company and all its subsidiaries, with the exception of its newly incorporated wholly owned U.S. subsidiary, Stimitant, whose functional currency is the U.S. dollar. Foreign currency transactions are initially recorded in the functional currency at the transaction date exchange rate. On the closing date, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency at the closing date exchange rate, and non-monetary assets and liabilities, at historical rates. Exchange differences arising on the settlement of monetary items or on translating monetary items at different rates from those at which they are translated on initial recognition during the period or in previous consolidated financial statements are recognized in profit or loss.

For the purpose of presenting consolidated financial statements, the assets and liabilities of Stimitant are expressed in Canadian dollars using the exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during the period, in which case exchange rates at the dates of the transactions are used. Exchange differences are recognized in other comprehensive income (loss) and reported as a currency translation adjustment in equity.

New and Future Accounting Standards

• a) International Accounting Standard (“IAS”) 1 and IFRS Practice Statement (“PS”) 2: In February 2021, the International Accounting Standards Board (“IASB”) issued amendments to IAS 1 and the IFRS PS 2, Making Materiality Judgements , to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose “significant” accounting policies with a requirement to disclose “material” accounting policies. Guidance and illustrative examples are added in the PS to assist in the application of materiality concept when making judgments about accounting policy disclosures. The standard was adopted by the Company on January 1, 2023.

• b) In October 2022, the IASB issued Non-Current Liabilities with Covenants , which amended IAS 1 to clarify that if the Company’s right to defer settlement of a liability for at least 12 months is subject to the Company complying with covenants after the reporting period, those covenants would not affect whether the Company’s right to defer settlement exists at the end of the reporting period for the purposes of classifying a liability as current or non-current. The amendments also increased the disclosure requirement relating to such covenants to include: (i) the nature of the covenants and the date by which the Company must comply with the covenants; (ii) whether the Company would comply with the covenants based on its circumstances at the reporting date; and (iii) whether and how the Company expects to comply with the covenants by the date on which they are contractually required to be tested. The above amendments are effective for the Company’s annual reporting periods beginning on or after January 1, 2024. The Company does not currently expect the adoption of this standard to have a material impact on the Company’s reporting.

FINANCIAL INSTRUMENTS

The Company’s financial instruments currently consist of cash and equivalents, receivables (excluding value-added tax receivable), reclamation bond and accounts payable and accrued liabilities. The carrying value of these financial

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STRIKEPOINT GOLD INC. MANAGEMENT’S DISCUSSION & ANALYSIS Year Ended December 31, 2023 and 2022

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instruments approximates their fair value. Moreover, it is management’s opinion that the Company is not exposed to significant credit, liquidity, or market risks arising from these financial instruments. For further details, refer to Note 11 of the consolidated financial statements for the years ended December 31, 2023 and 2022.

CONTROLS AND PROCEDURES

In compliance with the Canadian Securities Administrators’ Regulation, the Company has filed certificates signed by the CEO and the CFO that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting.

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate and recorded, processed, summarized, and reported to allow timely decisions with respect to required disclosure, including in its annual filings, interim filings or other reports filed or submitted by it under securities legislation.

Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting. Management believes that any system of internal control over financial reporting, no matter how well conceived and operated, has inherent limitations. As a result, even those systems designed to be effective can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There have been no significant changes in StrikePoint’s internal control over financial reporting during year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

QUALIFIED PERSON

The technical information for the Company’s Yukon and British Columbia properties included in this MD&A has been approved by Andrew Hamilton, P. Geo. Mr. Hamilton is a qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Properties. The technical information for the Company’s Nevada properties included in this MD&A has been approved by Michael G. Allen, P. Geo. Mr. Allen is a qualified person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Properties.

FORWARD-LOOKING STATEMENTS

Certain information set forth in this MD&A, including management's assessment of the Company's future plans and operations, contains forward-looking statements, which are based on the Company's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. The Company is a mineral exploration company and is exposed to a number of risks and uncertainties that are common to companies in the same business. These risks and uncertainties include, among other things, the speculative nature of mineral exploration and development activities, the Company's need for additional funding to continue its exploration efforts, operating hazards and risks incidental to mineral exploration, the Company's properties are in the exploration stage only and do not contain a known body of commercial ore, uncertainties associated with title to mineral properties, changes in general economic, market and business conditions; competition for, among other things, capital, acquisitions of mineral properties and skilled personnel; ability to obtain required mine licenses, mine permits and regulatory approvals required to proceed with mining operations; ability to comply with current and future environmental and other laws; actions by governmental or regulatory authorities including increasing taxes and changes in other regulations; and the occurrence of unexpected events involved in mineral exploration, development and production.

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