Taranis Resources Inc. — Management Reports 2026

Apr 17, 2026

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TARANIS RESOURCES INC.
MANAGEMENT DISCUSSION & ANALYSIS,
FOR THE YEAR ENDED DECEMBER 31, 2025
(Including subsequent events to April 17, 2026)

This Management Discussion and Analysis (“MD&A”) is provided for the purpose of reviewing the performance of Taranis Resources Inc. (“Taranis” or “the Company”) for the year ended December 31, 2025 and comparing results with the previous year. It should be read in conjunction with the Company’s audited financial statements and corresponding notes for the year ended December 31, 2025 which were prepared in accordance with International Financial Reporting Standards (“IFRS”)

The Company’s management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate systems, procedures, and internal controls, as well as for ensuring that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.

Global issues, including recent geo-political conflicts have adversely affected workplaces, economies, supply chains, and financial markets worldwide. It is not possible for the Company to predict the duration or magnitude of the adverse results of these issues and their effects on the Company’s business or results of operations at this time.

The reader is encouraged to review the Company’s statutory filings on www.sedarplus.ca and general information on its website www.taranisresources.com.

FORWARD LOOKING STATEMENTS

All statements in this report that do not directly and exclusively relate to historical facts constitute forward-looking statements. These statements represent the Company’s intentions, plans, expectations, and beliefs and are subject to risks, uncertainties, and other factors of which many are beyond its control. These factors could cause actual results to differ materially from such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, as a result of new information, future events or otherwise.

OVERALL PERFORMANCE

As of April 10, 2026, the Company has sufficient funds to meet its fixed overhead commitments to the end of December 2026. See “Capital Resources and Liquidity” and “Financial Instruments and Capital Risk Management” for more information.

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DESCRIPTION OF BUSINESS

The Company is principally engaged in the acquisition, exploration and, if results warrant, development of precious and base metal projects. It is currently actively exploring and developing one advanced-stage precious/base metal prospect in British Columbia, Canada.

All of the Company’s exploration activities are overseen by John Gardiner, (P. Geo.), a Qualified Person under the meaning of Canadian National Instrument 43-101.

RESULTS OF OPERATIONS

The cumulative costs of Exploration and Evaluation Assets for the years ended December 31, 2024 and December 31, 2025 are as follows:

EXPLORATION AND EVALUATION ASSETS

Thor Property	December 31, 2025	December 31, 2024
Acquisition costs:
Balance, beginning of period	$ 849,132	$ 843,401
Additions	58,537	5,731
Balance, end of period	907,669	849,132
Exploration costs:
Balance, beginning of period	7,339,923	6,146,756
Assaying and metallurgy	81,469	112,182
Geological fees	178,706	114,219
Engineering	148,682	123,120
Drilling and trenching	513,663	843,646
	922,520	1,193,167
Exploration costs recovered	(422,926)	-
Balance, end of period	7,762,849	7,339,923
Total costs	$ 8,670,518	$ 8,189,055

Other Projects/Evaluations

Periodically, the Company evaluates other exploration opportunities that have either been directly identified by it or have been brought to its attention. These projects fall under the heading of Property Evaluation and typically include the cost of data evaluation and site visits. These costs are capitalized if the property is acquired; otherwise they are written off.

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Thor Property, British Columbia, Canada

The Company’s Thor property, located in the Revelstoke Mining District of British Columbia, includes 27 Crown Granted Mineral Claims and 37 Mineral Tenures covering approximately 6,470 hectares. The combined Crown Grants and Mineral Tenures form a contiguous 100% owned property over the known Thor precious and base metal deposit.

The Crown Grant claims at Thor are in good standing; they were issued between 1896 and 1914, and in various places convey surface, timber, and water rights to their holder. Most importantly, the Crown Grants convey title to the described “Parcel of Land, and all minerals, precious and base (save coal)” in fee simple.

As it relies on Crown Grant mining claims as well as Mineral Tenures to secure its property interest, Taranis is affected by ongoing discussions in British Columbia about Indigenous Title. In March of 2022, Taranis proactively contacted the Ministry of Indigenous Relations and Reconciliation (“MIRR”) to fully understand whether the Thor project land package is a matter of contention among any First Nations groups. MIRR responded that the ongoing treaty negotiations with the Ktunaxa Nation do not contemplate any transfers of land title in the Trout Lake area. Furthermore, Taranis was assured “that the Province will continue to honour any pre-existing tenures, whether surface or subsurface”.

The Thor deposit occurs within a major geological structure called the Silver Cup Anticline where it is transected by a north-northwest structure called the Thor Fault Zone (“TFZ”). The Silver Cup Anticline hosts almost all of the known precious-base metal deposits in the Silver Cup mining District. The Silver Cup mining district saw extensive mining development in the early 1900’s and hosted several past producing mines including the Spider, Silver Cup, Triune and Nettie L. Mines.

EXPLORATION AND GEOLOGY

Geology of the Thor Project

Silver, gold, copper, lead, and zinc lodes are associated with the Thor Fault Zone (“TFZ”), a major geological structure that extends for upwards of 4 km on the property in a north-northwest direction. The TFZ dips moderately to the ENE and consists of individual segments that commonly overlap in an en-echelon fashion. The TFZ obliquely crosscuts the older northwest trending Silver Cup Anticline.

The TFZ contains all of the known precious/base metal zones on the property. These include (from south-southeast to north-northwest): Broadview, Great Northern, True Fissure, SIF, Blue Bell, and the Thunder zones. The recently discovered Thunder Zone is the only known mineral occurrence on the northeast side of the Silver Cup Anticline and occurs northeast of the Blue Bell Zone, which was historically the northernmost known mineralized zone on the Thor project.

Taranis has conducted substantial drilling (over 260 drill holes) within the TFZ that have defined a Mineral Resource (see below). In addition, the Company has also conducted surface exploration on a deep underlying feature referred to as the ‘Intrusive Target’. The drilling on the Intrusive

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Target identified the Borr Zone, a previously unknown area of epithermal mineralization located on the east side of the lamprophyre dyke.

2025 Exploration Program

One of the most significant outcomes of the 2025 program was the identification of near-surface polymetallic mineralization east of the Thor deposit in what is now referred to as the Borr Zone. This discovery has proven that the 145 (*/3) million year (“MYA”) old (Jurassic/Cretaceous boundary) epithermal mineralization (recently dated by K/Ar methods) extends 1.3 km beyond the limits of the historically drilled Thor deposit and provides the first direct evidence that the Thor deposit is larger than previously known. This age of mineralization at Thor is identical to the famous Barkerville Mines in the Cariboo District.

The 2025 drilling program intersected an intrusive lamprophyre dyke and affiliated wall-rock alteration previously unknown at Thor, which has now been modeled to scale. Although the dyke itself is not mineralized, its presence has proven critical in understanding the structural evolution of the deposit and the relationship between intrusive activity and epithermal mineralization. The lamprophyre dyke appears to have originated from a much larger underlying intrusive body, referred to as I-1, which remains untested. Pyritized xenoliths of the I-1 intrusive found in the lamprophyre dyke are porphyritic and provide some information about the larger source intrusive.

Taranis has completed in-depth 3D modelling of the Thor deposit including the newly acquired property acquired in January 2025 to the east. This modelling has resulted in a much greater understanding of the geology of the property in relation to mineralization, and it has shown how the intrusive system and Silver Cup Anticline has impacted the distribution of mineralization.

Drilling Targets Outlined for 2026

Nortran Target (Western Deeps)

At least one hundred high-grade mineralized float boulders were discovered west of the Thor deposit beginning in 2022. This boulder field occurs directly downhill from series of conductive EM anomalies, defining the Nortran Target. Nortran is interpreted to be the faulted-off western edge of the Thor epithermal system. The modeling of the lamprophyre intrusive body and its affiliated alteration shell show that the western edge of the lamprophyre dyke and its related alteration served as the focal area for the development of the Ripper Fault. The Nortran Target is sizeable and is approximates the existing Thor deposit.

Borr Zone

Drilling completed in 2025 intersected epithermal mineralization east of the lamprophyre dyke, confirming that epithermal mineralization continues on the opposite side of the intrusive lamprophyre body.

Like the main Thor deposit, Borr is a tabular zone that dips moderately (~45 degrees) northeast parallel to the mountain side and extends down to Ferguson Creek. Just below Ferguson Creek,

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the regional-scale Silver Cup Anticline plunges NW under the Thor property. Subsurface modeling of geology and EM shows that the roots of the Borr Zone extend into the apex and flanks of the Silver Cup Anticline. The prospective target at Borr is important because, if it is contiguous, it represents an area approximately five times the size of the existing Thor deposit.

Intrusive Target

The 2025 deep drilling was not able to intercept the deeper I-1 intrusive target. This is a circular feature in plan view that is bisected by the younger NNW-trending lamprophyre dyke. The main evidence for this target comes from 3-D modeling of the geology and the Expert Geophysics magnetotelluric and magnetic data. Despite the large size of the intrusive body, the main area of interest is the northeast corner of the I-1 intrusive where it contacts the Silver Cup Anticline. In this area, there are a number of deep seated-conductive anomalies that are indicative of alteration/sulfide mineralization. Conceptually, these are very intriguing targets as it provides some evidence that the northeast edge of the I-1 intrusive body may have been the source of precious and base metal epithermal mineralization that is found throughout the Silver Cup Anticline.

P&E NI-43-101 Mineral Resource Estimate Update

Epithermal Mineralization

In April of 2024, the Company published an updated Mineral Resource Estimate ("MRE") that supersedes an earlier NI-43-101 MRE completed in 2013 by Roscoe Postle Associates. P&E Mining Consultants Inc. ("P&E") completed the latest NI 43-101 MRE. It is titled "Technical Report and Updated Mineral Resource Estimate of The Thor Gold-Silver Project, Revelstoke Mining Division, British Columbia, Canada", dated April 11, 2024.

The following table outlines the Thor updated MRE completed by P&E.

Thor Mineral Resource Estimate[1-6]

Resource Area	Classification	Cut-Off NSR/CS/t	Tonnes k	Au g/t	Ag g/t	Cu %	Pb %	Zn %	Au koz	Ag koz	Cu Mlb	Pb Mlb	Zn Mlb
Pit Constrained	Indicated	40	1,037	0.75	160	0.13	2.01	3.03	25.1	5,328	3.0	45.9	69.4
	Inferred	40	339	0.80	154	0.16	1.95	2.81	8.8	1,679	1.2	14.6	21.0
Out of Pit	Indicated	120	102	0.70	76	0.07	0.84	3.79	2.3	248	0.2	1.9	8.5
	Inferred	120	260	0.48	70	0.14	1.09	3.92	4.0	584	0.8	6.3	22.5
Total	Indicated	40 & 120	1,139	0.75	152	0.12	1.90	3.10	27.4	5,575	3.1	47.8	77.9
	Inferred	40 & 120	599	0.66	117	0.15	1.58	3.29	12.8	2,263	2.0	20.9	43.5

1. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
2. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration, however there is no certainty an upgrade to the Inferred Mineral Resource would occur or what proportion would be upgraded to an Indicated Mineral Resource.
3. The Mineral Resources in this estimate were calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines (2014) prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council and CIM Best Practices Guidelines (2019).
4. The following parameters were used to derive the NSR block model C$/tonne cut-off values used to define the Mineral Resource: January 2024 Consensus Economics long term forecast metal prices of Au US$1900/oz, Ag US$23/oz, Pb US$1.00/lb, Zn US$1.40/lb

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Exchange rate of US$0.75 = C$1.00
Process recoveries of Au 90%, Ag 90%, Cu 85%, Pb 90%, Zn 90%
Open pit C$40/t cut-off derived from C$30/t processing and C$10/t G&A
Out-of Pit C$120/0/t cut-off derived from C$80/t mining, C$30/t processing and C$10/t G&A
Pit slopes were 50 degrees.

1. Totals may not sum due to rounding.
2. The MRE was undertaken by Fred Brown, P.Geo. and Eugene Puritch, P.Eng., FEC, CET of P&E Mining Consultants Inc.

Some of the conclusions in the report include:

• "The Property benefits significantly from excellent access and close proximity to the City of Revelstoke, Town of Nakusp, and Community of Trout Lake. All of the existing Mineral Resource occurs on fee-simple land that Taranis owns 100%."
• "The Authors are of the opinion that the current Mineral Resource Estimate meets the reasonable prospect of eventual economic extraction. The Authors have experience with other similar projects and are of the opinion that the NSR $/t cut-off value and cost assumptions are reasonable."

The report is a summary of the Mineral Resource that was found in the epithermal portion of the deposit, and considerable opportunity remains to expand this Mineral Resource through continued exploration and drilling.

Mineral Tenures Staked July 1st, 2025

Taranis staked additional claims to the south and east of Freyja on July 1, 2025. The Mineral Tenures were sent out for First Nations Consultation on August 28, 2025, under the newly created Mineral Claims Consultation Framework ("MCCF"). The Ministry of Critical Minerals has indicated that Mineral Tenure Consultations should last 90–120 days. On December 26, 2025, the company contacted the Chief Gold Commissioner’s Office for an explanation of the delays, but no response was received.

As a subsequent event, the MCCF was completed 03/20/2026. The MCCF process took 262 days.

Purchase of Additional Mineral Tenures on Southeast Side of Property

Taranis purchased two more Mineral Tenures (266.28 Ha) to supplement the block of Mineral Tenures described above. In total, Taranis has added a further 1,024.26 Ha to the southeast portion of its existing property (5,445.33 Ha), and the total size of Taranis’ property holdings in the area is now 6,469.59 Ha. Taranis’ property position now covers a substantial portion of the Silver Cup Anticline extending southeast towards the Silver Cup Mine.

Thor 10,000 tonne Bulk Sample Permit and Engineering

Taranis engaged Novus Engineering (“NOVUS”) of Vancouver, British Columbia to complete the final engineering documentation prior to construction of the Bulk Sampling Plant at Thor. Novus has been working directly with Gekko Systems of Ballarat, Australia in the preparation of the final design specifications for the plant. This final engineering documentation involves estimation of the OPEX and CAPEX costs for the Bulk Sampling Plant.

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Taranis completed an informational overview presentation to the Ministry of Critical Minerals in Cranbrook in December 2025. The completed costs estimates for the project and timelines have been summarized in a report provided to Taranis in December, 2025.

As a part of the permitting process, Taranis is required to complete a terrain stability assessment, CRSF design and site earthworks, and a water balance study in the summer of 2026.

RECLAMATION AND ISSUED NOTICE OF WORK PERMITS

Active Notice of Work Permits

Taranis has three active NoW Permits and one in application status (see below) on the Thor property. The first of these is an issued drilling permit that allows Taranis to construct drill trails and drill sites to access the Thunder Zone, Horton and the Intrusive Targets. The second exploration permit was issued in 2025 and includes drilling sites from the main access road to Thor. All of the 2025 drilling was undertaken using this 2025 permit.

The third active permit is related to a 10,000-tonne Bulk Sample permit to construct, operate and reclaim a plant designed to gain metallurgical information pertaining to the epithermal deposit. With the expansion of the property holdings in the Silver Cup Mining District, Taranis has applied for a new permit that will allow it to access the Mineral Tenures on the east side of Ferguson Creek, and this is discussed below in more detail.

Notice of Work Application to Access East Side of Thor Property ("Freyja")

Taranis submitted a Notice of Work ("NoW") permit application to access the Freyja area east of Ferguson Creek. Front Counter B.C. acknowledged receipt of this document on February 3, 2026. The NoW application outlines access plans to explore this newly added portion of the property acquired in January of 2025. Taranis acquired Mineral Tenures that covers the highly prospective Silver Cup Anticline in this area that cover many historic prospects and mines including the Abrahamson, Slash, GYP, Nettie L. and Ajax Mines that have received no exploration in the past half-century. This NoW application has completed the initial screening process and has been submitted to the Mine Inspector in Cranbrook for review.

As a subsequent event, the Company filed an application for a Special Use Permit ("SUP") On 04/06/2026 that will allow the Company to use the road that will be re-established to access the area east of Ferguson Creek. The SUP will be valid for a duration of ten years, and can be renewed at the end of the ten-year period. Taranis already has one SUP that allows it to access the Thor project.

SELECTED ANNUAL INFORMATION

	Year ended December 31, 2025	Year ended December 31, 2024	Year ended December 31, 2023	Year ended December 31, 2022
	$	$	$	$
Net Income (Loss)	(667,323)	(289,280)	(464,525)	(295,620)

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Income (Loss) per common share
Basic	(0.00)	(0.00)	(0.01)	(0.00)
Diluted	(0.00)	(0.00)	(0.01)	(0.00)
Total Assets	9,017,497	8,790,270	7,531,807	6,932,952
Exploration and evaluation assets	8,670,518	8,189,055	6,990,157	6,932,952
Working Capital (Deficiency)	(754,794)	(142,984)	(61,839)	(266,318)

December 31, 2025 compared to December 31, 2024

During the 2025 exploration season the Company continued deep drilling to test for indications of porphyry mineralization beneath the known epithermal resource. These exploration costs totalled $922,520 as compared to $1,193,167 in 2024.

The net loss for the year ($644,323) in 2025 was significantly higher than in 2024 ($289,280) due primarily to a share-based compensation charge of $452,000 during the year as compared to a charge of $nil in 2024.

December 31, 2024 compared to December 31, 2023

During the 2024 exploration season the Company performed deep drilling to test for indications of porphyry mineralization beneath the known epithermal resource. These exploration costs totalled $1,193,167 as compared to $560,522 in 2023.

The net loss for the year ($289,280) in 2024 was significantly lower than in 2023 ($464,525) due primarily to the absence of a share-based compensation charge during the year as compared to a charge of $334,000 in 2023.

SUMMARY OF QUARTERLY RESULTS

	Dec 31, 2025	Sept 30, 2025	June 30, 2025	Mar 31, 2025	Dec 31, 2024	Sept 30, 2024	June 30, 2024	Mar 31, 2024
	$	$	$	$	$	$	$	$
Net Income (Loss)	(67,278)	(482,265)	(62,826)	(31,954)	(83,553)	(89,822)	(40,206)	(75,699)
Earnings (loss) per share
Basic	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)
Diluted	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)

The Company has experienced quarterly losses over the last two years. This is a result of the fact that as a mineral exploration company the Company does not have a regular revenue stream. The majority of the Company's expenditures are for capitalized exploration costs which are not accounted for as operation expenses. Differences in quarterly losses can generally be attributed to the variations in share-based payments and the periodic write-off of Exploration and Evaluation Assets.

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OUTSTANDING SHARE DATA

Authorized

Unlimited common shares without par value
Unlimited class A preferred shares with a par value of $1

Issued and outstanding as at April 10, 2026
103,739,487 common shares

As at the date of this MD&A the following incentive stock options and share purchase warrants were outstanding:

	Number of Shares	Exercise Price	Expiry Date
Options	1,150,000	$0.10	September 14, 2026
	2,500,000	$0.17	February 17, 2028
	2,000,000	$0.26	July 15, 2030
Regular Warrants	7,333,333	$0.15	July 24, 2026
	1,373,888	$0.35	July 3, 2026
	666,666	$0.35	October 1, 2026
	454,546	$0.50	November 13, 2026
	2,072,693	$0.25	July 21,2027
	1,318,000	$0.25	March 30, 2029

TRANSACTIONS WITH RELATED PARTIES

During the year ended December 31, 2025 the Company entered into the following transactions with related parties:

a) paid or accrued $15,800 (2024 - $15,000) to a director and CFO, Gary McDonald, for accounting services;
b) paid or accrued $35,500 (2024 - $44,000) for legal services to a corporation controlled by Glenn R. Yeadon, a director and the Secretary of the Company
c) paid or accrued administrative costs and deferred exploration costs of $131,762 (2024 - $164,780) to a corporation controlled by John J. Gardiner, a director, and CEO of the Company.
d) Recognized $452,000 (2024 – $nil) in stock-based compensation for stock options granted to directors and officers.

Amounts included in accounts payable and accrued liabilities of $510,111 (2024 - $442,841) are due to a director, and companies controlled by directors of the Company. These amounts are without interest and have no specific repayment terms.

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OFF BALANCE SHEET ARRANGEMENTS

Taranis does not utilize off-balance sheet arrangements.

PROPOSED TRANSACTIONS

As at April 10, 2026 the Company has no proposed transactions.

CAPITAL RESOURCES AND LIQUIDITY

On March 30, 2026 the Company issued 1,318,000 units at a price of $0.18 each, with each unit consisting of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 until March 30, 2029.

On July 21, 2025 the Company issued 2,072,693 units at a price of $0.18 per unit for gross proceeds of $373,085 with each unit consisting of one common share and one common share warrant with each warrant entitling the holder to purchase one additional common share at a price of $0.25 until July 21, 2027.

On July 3, 2024 the Company issued 1,353,888 units at a price of $0.27 per unit for gross proceeds of $365,500 with each unit consisting of one common share and one share purchase warrant entitling the holder to purchase one additional common share at a price of $0.35 until July 3, 2026.

On July 3, 2024 the Company issued 20,000 flow-through units at a price of $0.30 per unit for gross proceeds of $6,000 with each unit consisting of one flow-through common share and one share purchase warrant entitling the holder to purchase one additional common share at a price of $0.35 until July 3, 2026.

On October 1, 2024 the Company issued 666,666 flow-through units at a price of $0.30 per unit for gross proceeds of $200,000 with each unit consisting of one flow-through common share and one share purchase warrant with each warrant entitling the holder to purchase one additional common share at a price of $0.35 until October 1, 2026.

On November 13, 2024 the Company issued 454,546 flow-through units at a price of $0.55 per unit for gross proceeds of $250,000 with each unit consisting of one flow-through common share and one share purchase warrant with each warrant entitling the holder to purchase one additional common share at a price of $0.50 until November 13, 2026.

FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

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Level 3 – Inputs that are not based on observable market data.

The fair value of the Company's receivables, loan payable, due to related parties and accounts payable and accrued liabilities approximate their carrying value, due to the short-term nature of these instruments. The Company's cash under the fair value hierarchy is based on level 1 quoted prices in active markets for identical assets or liabilities.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and receivables. Management believes that the credit risk with respect to financial instruments included in receivables is remote, because these instruments are due primarily from government agencies and cash is held with reputable financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at December 31, 2025, the Company had a cash balance of $254,666 (2024 -$489,312) to settle current liabilities of $754,794 (2024 - $716,429). All of the Company's financial liabilities are subject to normal trade terms.

Management is actively pursuing options to enable it to meet its current obligations as they become due.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

a) Interest rate risk

The Company has cash balances and loans payable bearing interest at 5% annum. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions when deemed appropriate. Management periodically monitors such investments and debts and makes adjustments as necessary but does not believe interest rate risk to be significant.

b) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in United States Dollars or Euros. Management believes the risk is not currently significant as only a small portion of these assets and liabilities as at December 31, 2025 are denominated in United States Dollars. A 10% fluctuation on foreign exchange would

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have a $7,870 (2024 - $20,700) impact on profit or loss.

c) Price risk

The Company is not a producing entity so is not directly exposed to fluctuations in commodity prices. The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken. Fluctuations in pricing may be significant.

Capital Management

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

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

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

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the year ended December 31, 2025.

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TARANIS RESOURCES INC.
681 Conifer Lane
Estes Park, Colorado
80517
Tel: (303) 716-5922
Fax: (303) 716-5925
Email: johnjgardiner@earthlink.net
Trading Symbol: TSX-V: TRO
Website: www.taranisresources.com

CORPORATE INFORMATION

John J. Gardiner, Estes Park, Colorado, U.S.A.
President, Chief Executive Officer and Director
Glenn R. Yeadon, Vancouver, B.C., Canada
Secretary and Director
Gary R. McDonald, New Westminster, B.C., Canada
Chief Financial Officer and Director
Richard D. McCloskey, Toronto, Ontario, Canada
Director
Thomas Gardiner, Estes Park, Colorado, U.S.A
Director

Registered Office
Suite 1710 – 1177 West Hastings Street
Vancouver, B.C.
V6E 2L3

Transfer Agent
Computershare Investor Services Inc.
3rd Floor – 510 Burrard Street
Vancouver, B.C. V6C 3B9

Auditors
Davidson & Company LLP
Suite 1200 – 609 Granville Street
Vancouver, B.C., Canada V7Y 1G6

Share Capitalization
Authorized
Unlimited common shares
Unlimited Class A preferred shares
Issued and Outstanding at December 31, 2025
102,421,487 common shares
Issued and Outstanding at April 17, 2026
103,739,487 common shares
Incentive Stock Options outstanding at
April 17, 2026
5,650,000
Share purchase warrants outstanding at
April 17, 2026
13,219,126