Tiger Gold Corp. — Management Reports 2025

Jul 30, 2025

Badger Capital Corp.
Management Discussion and Analysis
Results of Operations and Financial Condition
For the Three and Six Months Ended May 31, 2025 and 2024

This Management Discussion and Analysis (“MD&A”) of Badger Capital Corp. (the “Company”) provides analysis of the Company’s financial results for the Six Months ended May 31, 2025 and 2024. The following information should be read in conjunction with the audited financial statements and the notes to the audited financial statements for the years ended November 30, 2024 and 2023, which are prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board. All amounts are expressed in Canadian dollars unless otherwise noted.

This discussion includes certain statements that may be deemed “forward-looking statements”. Forward-looking statements usually include words such as may, will, would, expect, plan, anticipate, budget, estimates, potential, believe, intend, or other similar words. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. The Company does not update or revise forward-looking information even if new information becomes available unless legislation requires us to do so. Investors should not place undue reliance on forward-looking statements. Additional details of the specific risks associated with the operations of the Company and such forward-looking statements are set out below under “Risks and Uncertainties”. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

Date of Report

This MD&A is prepared as of July 30, 2025.

Corporate Profile and Overall Performance

Badger Capital Corp. (the “Company”) was incorporated under the Business Corporations Act of British Columbia on July 23, 2020. The Company is classified as a “Capital Pool Company” for the purposes of Policy 2.4 of the TSX Venture Exchange Inc. (the “TSX-V” or the “Exchange”). As a result, the Company’s principal business is the identification and evaluation of a Qualifying Transaction (“QT”) and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. The Company has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

Until completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described in the Company’s prospectus dated August 14, 2021, the funds raised pursuant to the Company’s Initial Public Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and, to the extent permitted by Policy 2.4, for general and administrative expenses.

Qualifying Transaction

To date, the Company has not yet completed a Qualifying Transaction. The Company has limited funds to identify and complete a QT, and therefore there can be no assurance that the Company will be able to complete a QT within the time period permitted.

On June 12, 2025, the Company signed a letter of intent with Tiger Gold Corp. (“Tiger”), a mineral exploration and mining company. Tiger holds the exclusive option to acquire 100% of the Quinchia Gold Project and 90% of the Andes Gold Product in the Mid-Cacau belt in Colombia. This is expected to be structured as the Company’s QT. In compliance with the policies of the TSX-V, the Company’s shares have been halted as of June 12, 2025 pending review of the QT by the TSX-V.

In connection with the QT, the Company will complete a 2:1 consolidation of its common shares. Holders of Tiger shares will receive one post-consolidation common share of the resulting issuer.

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Results of Operations

Summary of Quarterly Results

The following table sets out selected quarterly financial information derived from the Company’s unaudited interim condensed financial statements for each of the eight quarters ended on the dates indicated below. The following selected financial data has been prepared in accordance with IFRS and should be read in conjunction with the Company’s financial statements. All dollar amounts are in Canadian dollars.

	May 31, 2025	February 28, 2025	November 30, 2024	August 31, 2024
Total assets	395,524	411,406	427,533	$ 436,268
Working capital	376,463	386,055	402,448	422,023
Shareholder’s equity	377,426	387,307	403,989	423,852
Net income (loss) for the period	(9,881)	(16,682)	(19,863)	(36,855)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)
	May 31, 2024	February 29, 2024	November 30, 2023	August 31, 2023
Total assets	$ 466,334	$ 495,415	$ 503,140	$ 521,855
Working capital	458,589	467,013	481,449	515,375
Shareholder’s equity	460,707	469,420	484,145	518,360
Net loss for the period	(8,713)	(14,725)	(22,674)	(16,558)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

The Company recorded a net loss of $26,563 for the six months ended May 31, 2025 resulting from filing fees and professional fees incurred. There were no other significant variances or costs incurred.

Liquidity and Capital Resources

At May 31, 2025, the Company had a working capital of $376,463 (November 30, 2024 - $402,448) and cash of $394,561 (November 30, 2024 - $425,992). As of the date of this report, the Company has not paid dividends and does not have any commitments for capital expenditures.

Management believes the Company has sufficient working capital at this time to meet its ongoing financial obligations; however, there is no revenue generated from operations, and any additional working capital would require raising additional debt and/or equity capital. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital.

Related Party Transactions and Balances

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

There were no related party transactions for the six months ended May 31, 2025 or 2024.

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Accounting Policies and Critical Accounting Estimates

The Company’s financial statements have been prepared on a historical cost basis except for certain financial instruments classified as financial instruments at fair value through profit and loss, which are stated at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information. All dollar amounts presented are in Canadian dollars unless otherwise specified.

The Company’s significant accounting policies have been disclosed in its audited financial statements for the year ended November 30, 2024.

Recent accounting pronouncements

During the six months ended May 31, 2025, the Company did not adopt any new standard, interpretations, amendments or improvements to existing standards which had a material impact on the Company’s financial statements.

The Company also does not expect the adoption of any currently announced new standards, interpretations, amendments and improvements to existing standards to have a material impact on the Company’s financial statements.

Outstanding Share Data

As at May 31, 2025, there were 12,000,100 (November 30, 2024 – 12,000,100) common shares issued and outstanding.

As at the date of this report, 12,000,100 common shares are issued and outstanding.

The Company also has 400,000 outstanding and exercisable stock options at a price of $0.10 expiring in June 14, 2031.

Risks and Uncertainties

The Company’s sole objective is to identify a satisfactory Qualifying Transaction. The closing of any proposed Qualifying Transaction is subject to a number of terms and conditions, including completion of due diligence procedures by parties to the transaction and receipt of all required regulatory approvals, and there is no assurance that a transaction will be completed. If the Company does not complete a Qualifying Transaction within the time permitted by the Exchange, its common shares could be delisted.

The current geopolitical environment increases uncertainty in financial markets with a possible resurgence of trade tariffs and inflation, including potential for global supply-chain disruptions. With the recent changes in the U.S. Government, the threat of protectionism increases the risk of tariffs, stagflation, turbulence in the financial markets, and a weakening of the Canadian Dollar against other currencies. These geopolitical uncertainties may potentially impact the Company's ability to close a QT. Management is actively monitoring the situation and has identified strategies to mitigate impact of the risks associated with these uncertainties.

The Company does not have a source of income, has not commenced commercial operations, and has no significant assets other than cash. There can be no assurance that the Company will be able to raise additional funding in the future on terms acceptable to the Company.

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The Company is exposed to financial instrument related risks. The type of risk exposure and the management of the exposure are as follows:

Credit risk

Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk, the Company places these instruments with a high quality financial institution.

Liquidity risk

Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the identification and evaluation of a QT.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as market prices, foreign exchange rates and interest rates. In management’s opinion, the Company is not exposed to significant market risk.

Management Updates

Neil Currie, James Currie, Arlen Hansen, and Benjamin Curry are the directors of Badger Capital Corp. Neil Currie was appointed as Chief Executive Officer, Chief Financial Officer and Corporate Secretary. Management believes that, on a collective basis, the Directors of Badger Capital Corp. possess the appropriate experience, qualifications and history to be capable of completing the Company’s Qualifying Transaction.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

The Company has exercised reasonable diligence, the filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the filings.

The Company has exercised reasonable diligence, the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the filings.

Off Balance Sheet Transactions

The Company does not have any off balance sheet arrangements as at May 31, 2025 or as of the date of this report.

Commitments and Subsequent Events

The Company does not have any commitments as at May 31, 2025 or commitments as of the date of this report.

On June 12, 2025, the Company signed a letter of intent with Tiger Gold Corp. (“Tiger”), a mineral exploration and mining company. Tiger holds the exclusive option to acquire 100% of the Quinchia Gold Project and 90% of the Andes Gold Product in the Mid-Cacau belt in Colombia. This is expected to be structured as the Company’s QT. In compliance with the policies of the TSX-V, the Company’s shares have been halted as of June 12, 2025 pending review of the QT by the TSX-V.

In connection with the QT, the Company will complete a 2:1 consolidation of its common shares. Holders of Tiger shares will receive one post-consolidation common share of the resulting issuer.

Caution Regarding Forward-Looking Statements

Statements contained in this document that are not historical facts may be forward-looking statements and prospective. These statements appear in a number of different places in this MD&A and can be identified by words such as

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"estimates", "projects", "expects", "intends", "continues", "plans", "may", "will", "could" or their negatives or other comparable words.

Forward-looking statements include statements regarding the outlook for our future operations, plans and timing for the commencement or advancement of exploration activities on our properties, statements about future market conditions, forecasts of future costs and expenditures, the outcome of any legal proceedings, and other expectations, intention and plans that are not historical fact. Forward-looking statements are based on certain factors and assumptions including expected economic conditions, precious metal prices, results of operations, performance, and business prospects and opportunities.

The Company considers the factors and assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions readers that these assumptions may ultimately prove to be incorrect. Forward-looking statements by their nature necessarily involve risks, uncertainties and other factors including, without limitation, the risk that precious metal prices fluctuations could adversely affect the Company, that the Company's exploration activities may not result in profitable commercial mining operations, that competition in the precious metal industry could adversely affect the Company, that failure to obtain additional financing on a timely basis could cause the Company to reduce its interest in its properties, that compliance with and changes to environmental and other regulatory laws could adversely affect the Company, as well as other unanticipated and unusual events. These and other factors could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Consequently, all forward-looking statements made in this MD&A are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company will be realized.

For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Except as required by applicable securities laws (and the Company's disclosure policy), the Company disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise

Additional Disclosure for Venture Issuers Without Significant Revenue

Additional disclosure concerning the Company's operating expenses is provided in the Company's statements of net and comprehensive loss of the financial statements for the Years ended November 30, 2024 and 2023 available on its SEDAR company page accessed through www.sedar.com.

Approval

The Audit Committee of the Company has approved the disclosure contained in this MD&A.

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