Universal Digital Inc. (Formerly Minas Metals Ltd.)
Management Discussion and Analysis
For the Year Ended January 31, 2025

This management's discussion and analysis ("MD&A") is management's interpretation of the financial condition and results of operations of Universal Digital Inc. (Formerly Minas Metals Ltd.) (the "Company" or "Universal Digital") for the years ended January 31, 2025 and 2024.

This MD&A should be read in conjunction with the audited financial statements for the year ended January 31, 2025, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A complements and supplements, but does not form part of, the Company's financial statements.

This MD&A contains forward-looking statements. Statements regarding the adequacy of cash resources to carry out the Company's operations or the need for future financing are forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language included in this MD&A. Readers are advised to refer to the cautionary language when reading any forward-looking statements.

All dollar amounts contained herein are expressed in Canadian dollars unless otherwise indicated. This MD&A has been prepared as of May 28, 2025.

BUSINESS OVERVIEW AND STRATEGIC DEVELOPMENTS

Nature of business and listing status

Universal Digital Inc. (formerly Minas Metals Ltd.) operated throughout the fiscal year ended January 31, 2025, as a junior mining exploration issuer. The Company's primary focus during this period was managing its mineral property obligations and pursuing corporate financing to support ongoing operations. The Company is incorporated under the Business Corporations Act (British Columbia) and, during the year, traded on the Canadian Securities Exchange ("CSE") under the symbol MINA.

Change of business and strategic shift

In January 2025, the Company announced its intention to pursue a Change of Business under CSE policies, with the objective of becoming an investment company focused on digital assets, businesses, and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The company aims to provide shareholders with long-term capital growth through a diversified investment approach and to participate in the transformation of global finance through the integration of digital asset strategies.. This strategic shift was initiated in connection with the signing of definitive agreements to acquire a portfolio of cryptocurrencies, which constituted a Change of Business under CSE rules.

On January 24, 2025, the Company's shares were halted from trading, pending CSE review and approval of the proposed Change of Business. The Change of Business, including a name change to Universal Digital Inc., was formally approved by the CSE and completed after year-end, and the Company's shares resumed trading under the symbol "LFG" on April 30, 2025. The Company's new head and registered office is located at 15th Floor, 1111 West Hastings Street, Vancouver, BC.

The transition also marked the Company's exit from the mineral exploration sector, and as of the date of this MD&A, it no longer holds any interests in mineral properties.

Mineral property developments during the fiscal year

On May 2, 2024, the Company signed a term sheet to sell the Cracker Creek Gold Property and received a non-refundable deposit of $252,226, which was recorded as a recovery of costs. An additional $25,403 was also recognized as a recovery of costs related to the property during the year.

During the year ended January 31, 2025, it was found that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. It was found that there were indicators of impairment, and that the recoverable amount was determined to be $Nil, with an impairment expense of $944,626 being recognized related to the property.

Financing activities during the fiscal year

On December 20, 2024, the Company entered into a debt settlement agreement, whereby $300,000 of amounts payable were settled through issuance of 6,000,000 shares at a deemed price of $0.05 per share. Included in this debt settlement was $241,603 of accounts payable and loans and accrued interest of $58,397.

On January 10, 2025, the Company completed a non-brokered private placement of 12,000,000 common shares at $0.05 per share, raising gross proceeds of $600,000.

Strategic initiatives during and after the change in business

On January 23, 2025, the Company entered into two agreements (the "Agreements") to acquire approximately US$2,000,000 worth of cryptocurrencies. Under the terms of the Agreements, the Company agreed to acquire an aggregate of 5,277.60 Solana (SOL), 335,568.10 Cardano (ADA), and 339,248.61 ai16z (AI16Z) tokens from two arm's length vendors in exchange for 13,500,000 common shares. The transaction closed on April 25, 2025.

On March 28, 2025, the Company signed a Termination and Release Agreement with Cracker Creek Gold Corporation which formally terminated all rights and obligations under a prior option agreement relating to the Cracker Creek Gold Property in Oregon. The agreement extinguishes the Company's obligations in relation to the property in exchange for a termination payment of US$19,070 to certain creditors.

Also on March 28, 2025, the Company signed an Assignment of Membership Interest, under which Universal assigned its interest in Elkhorn to Kenneth N. Tullar, a former director of the Company. The transaction included the assumption of US$2,323 of liabilities by Universal and a commitment to loan US$5,000 for reclamation work related to the Iron Butte Exploration Project.

On April 4, 2025, the Company entered into a share exchange agreement to acquire a 19% equity interest in Geometric Galaxy Ltd. ("GGL"), a BVI-incorporated company that owns and operates BullWave, a SaaS-based crypto analytics platform. The transaction was completed on April 25, 2025, through the issuance of 7,953,489 common shares at a deemed price of $0.215 per share.

On May 13, 2025, the Company entered into a definitive share exchange agreement to acquire the remaining 81% equity interest in GGL in exchange for 20,828,572 common shares at a deemed price of $0.35 per share. Upon closing, the Company will hold 100% ownership of GGL, thereby consolidating full control over the BullWave platform. As of the date of this MD&A, the transaction has not yet closed and remains subject to approval by the CSE, as well as other customary regulatory and closing conditions.

On May 20, 2025, the Company announced a proposed non-brokered private placement to raise gross proceeds of up to $1,500,000 through the issuance of up to 3,000,000 common shares at a price of $0.50 per share. The offering is subject to acceptance by the CSE and compliance with applicable securities laws. The proceeds are intended to be used for general working capital purposes. As of the date of this MD&A, the non-brokered private placement has not yet closed and remains subject to approval by the CSE, as well as other customary regulatory and closing conditions.

On May 21, 2025, the Company entered into a partnership with LongPoint Asset Management Inc. to develop and launch two new leveraged exchange-traded funds (ETFs) in Canada. The proposed ETFs — LFG Daily (2X) COIN Long ETF ("COIU") and LFG Daily (2X) MSTR Long ETF ("MSTU") — are designed to provide twice the daily performance of Coinbase Global Inc. and MicroStrategy Inc., respectively. A preliminary prospectus for these ETFs was filed on May 22, 2025, and they are intended to be listed on the Toronto Stock Exchange, subject to regulatory approval.

Management and board changes

The Company made several changes to its management and board during and after the fiscal year ended January 31, 2025:

Sean McGrath resigned as Chief Financial Officer effective October 31, 2024.
Jon Bey resigned as Chief Executive Officer on March 13, 2025, and as a director on May 5, 2025.
Thomas Lewis and Kenneth Tullar resigned as directors on March 13, 2025.
Timothy Chan was appointed as Chief Executive Officer and director on March 13, 2025.
Peter Rhodes was appointed as Chief Financial Officer on March 13, 2025.
Joshua Mann was appointed as a director on March 13, 2025.
Blair Jordan resigned as a director on May 5, 2025.
Christian Kaczmarczyk was appointed as a director on May 5, 2025.
Christopher Yeung was appointed as Chief Investment Officer and a director on May 7, 2025.

Liquidity and going concern

The Company's ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing, and/or other arrangements. While the Company has raised capital in the past, there can be no assurance it will be able to do so in the future. Many factors influence this ability, including market conditions, investor sentiment, and the Company's performance history. Actual funding requirements may also vary due to changes in strategic direction or the timing of investment opportunities. There is no guarantee the Company will be able to secure additional financing on favourable terms, or at all.

EXPLORATION AND EVALUATION ASSET

	Butte Projects		Cracker Creek		Total
Acquisition Costs
Balance, January 31, 2023	$	-	$	766,414	$	766,414
Additions		805,157		269,972		1,075,129
Impairment		(805,157)		-		(805,157)
Balance, January 31, 2024		-		1,036,386		1,036,386
Impairment		-		(758,757)		(758,757)
Recovery of costs	$		$	(277,629)	$	(277,629)
Balance, January 31, 2025	$	-	$	-	$	-
Deferred Exploration Costs
Balance, January 31, 2023	$	-	$	2,043,143	$	2,043,143
Consulting		-		146,977		146,977
Land maintenance		140,189		36,095		176,284
Geophysics		-		24,704		24,704
Other		-		24,531		24,531
Impairment		(140,189)		(2,089,581)		(2,229,770)
Balance, January 31, 2024		-		185,869		185,869
Impairment		-		(185,869)		(185,869)
Balance, January 31, 2025	$	-	$	-	$	-
Total
Balance, January 31, 2024	$	-	$	1,222,255	$	1,222,255
Balance, January 31, 2025	$	-	$	-	$	-

Cracker Creek Gold Property, Oregon, USA

On November 9, 2020, 226 entered into an Exploration and Purchase Option Agreement (the "Option Agreement") with Cracker Creek Gold Corporation ("Cracker Creek"), whereby 226 has the option (the "Option") to acquire an undivided 100% legal and beneficial right, title and interest in and to the Cracker Creek Gold Property (the "Property") located in Bourne, Oregon, USA for a total purchase price of US$3,200,000 (the "Purchase Price"). The Option Agreement was amended on July 24, 2023, which included the assignment of the Option Agreement from 226 to Elkhorn.

To maintain the Option Agreement in good standing, 226 must:

i) Pay US$100,000 in cash upon signing (paid $131,503 during the period ended January 31, 2021);
ii) Make 5 cash payments of US$60,000 every six months after the effective date ($159,516 paid during the year ended January 31, 2023; $149,017 paid during the year ended January 31, 2022, $82,414 paid during the year ended January 31, 2024. This obligation has been satisfied);
iii) Pay US$100,000 on or before the earlier of: (i) the date which is 5 business days following completion of an equity financing for gross proceeds of at least US$2,000,000; or (ii) November 9, 2023 ($144,840 included in accrued liabilities at January 31, 2025 (2024 - $133,970));
iv) Issue shares with a value of US$100,000, issuable at the deemed price, upon or before the earlier of: (1) the successful completion of a drill program at the Property or at least 4,000 meters or (2) April 30, 2024 (this amount has not been accrued as notice of termination was received);
v) Pay US$150,000 and shares with a value of US$50,000 issuable at the deemed price, on or before June 30, 2024 (these amounts have not been accrued as notice of termination was received);
vi) Pay US$175,000 and shares with a value of US$75,000 issuable at the deemed price, on or before June 30, 2025; and
vii) Pay US$190,000 and shares with a value of US$100,000 issuable at the deemed price, on or before June 30, 2026.

If the Option Agreement has been maintained in good standing, 226 may exercise its option to purchase the Property at any time after the signing date as follows:

i) On or before June 30, 2027, deliver notice to Cracker Creek of 226's decision to exercise the Option (the "Exercise Notice");
ii) Perform certain closing requirements including payment in full of the remaining balance of the Purchase Price.

The Property is subject to a 2.5% net smelter returns ("NSR") royalty held by Cracker Creek.

On November 21, 2020, 226 entered into a Services Agreement (the "Services Agreement") with Minefinders LLC ("Minefinders") for services provided by Minefinders related to the signing of the Option Agreement with Cracker Creek. As consideration for services rendered, 226 agreed to make certain payments to Minefinders and to grant to Minefinders a 0.5% NSR royalty (the "Minefinders NSR") at the commencement of commercial production at the Property. 226 shall have the option (the "Royalty Option") to purchase the Minefinders NSR at any time within two years of signing the Services Agreement for US$500,000.

The payments for services rendered shall be made by 226 as follows:

i) US$40,000 in cash upon signing (paid $68,797 during the period ended January 31, 2021);
ii) US$40,000 every six months after the signing date until the earlier of (i) the date that 226 exercises its Option as provided under the Option Agreement, (ii) the date that the Option Agreement is terminated according to its terms and (iii) May 1, 2024 (paid $53,288 during the period ended January 31, 2021, $98,703 during the year ended January 31, 2022, $105,590 paid during the year ended January 31, 2023 and $57,936 included in accrued liabilities at January 31, 2025 (2024 - $53,588);
iii) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that commercial production is achieved; and
iv) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that is 12 months from the date that commercial production is achieved.

During the year ended January 31, 2024, the Company determined that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. Indicators of impairment were identified, and the recoverable amount was determined to be $1,222,255, with an impairment loss of $2,089,581 being recognized related to the property.

On May 2, 2024, a letter of intent was signed with a counterparty interested in acquiring the Cracker Creek property, as part of this letter of intent a non-refundable deposit of $252,226 was received by Universal, which was treated as a recovery of costs on the property. A further $25,403 was recognized as a recovery of costs related to the property during the year ended January 31, 2025. During the year ending January 31, 2025, it was found that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. It was found that there were indicators of impairment, and that the recoverable amount was determined to be $Nil, with an impairment expense of $944,626 being recognized related to the property.

Iron Butte Project, Lander County, Nevada, USA

On May 10, 2023, the Company entered into a definitive assignment and assumption agreement (the "Definitive Agreement"), with Aero Energy Ltd. (formerly Angold Resources Ltd.) ("Aero") to obtain the legal rights and obligations of the Iron Butte Project ("Iron Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero and assumed all obligations of the Iron Butte project with respect to the option agreement. Following completion of the assignment, Universal will hold the rights to acquire the Iron Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:

i) US$150,000 in cash and US$45,000 in common shares on the date of or before December 21, 2023 ($217,260 included in accrued liabilities and $60,287 included in obligation to issue shares at January 31, 2025 (2024 - $200,955 in accrued liabilities and $60,287 in obligation to issue shares));
ii) US$200,000 in cash and US$63,000 in common shares on the date of or before December 21, 2024;
iii) US$300,000 in cash and US$90,000 in common shares on the date of or before December 21, 2025; and
iv) US$500,000 in cash on the date of or before December 21, 2026.

As part of the Agreement, the Company is obliged to pay US$30,000 in cash to Grandview Exploration LLC as part of the management fee relating to the period May 1 to December 31, 2022, payable on the date of or before December 26, 2023. The Iron Butte option agreement terminated because the payment was not made. At January 31, 2025, included in accrued liabilities is $43,452 for this obligation (2024 - $40,191).

Hope Butte Project, Malheur County, Oregon

On May 10, 2023, the Company entered into a Definitive Agreement, with Aero to obtain the legal rights and obligations of the Hope Butte Project ("Hope Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero, and to assume all obligations of the Hope Butte project with respect to the option agreement. Following completion of the assignment, Universal will hold the rights to acquire the Hope Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:

i) US$75,000 in cash and US$50,000 in common shares on the date of or before October 12, 2023; (as at January 31, 2025, $108,630 is included in accrued liabilities and $66,985 included in obligation to issue shares (2024 - $100,478 in accrued liabilities and $66,985 included in obligation to issue shares));
ii) US$150,000 in cash and US$75,000 in common shares on the date of or before October 12, 2024;
iii) US$200,000 in cash on the date of or before October 12, 2025; and
iv) US$250,000 in cash on the date of or before October 12, 2026.

On January 21, 2024, the Company received written notice of termination of the Hope Butte option agreement due to default for failure to fulfil the obligations to pay cash and issue shares on the due dates noted above. During the year ended January 31, 2024, the Company began the process of terminating the Butte Properties agreements, after the Company was in default for obligations relating to the Definitive Agreement with Aero. As a result, the Company recognized an impairment loss of $945,346 for the properties in order to adjust their carrying values to their recoverable amounts of $Nil.

As at January 31, 2025, the Company had deposits of $37,082 (January 31, 2024 - $49,049) for bond payments related to mineral properties.

FINANCIAL REVIEW

For a discussion of the factors affecting the Company's losses see "Summary of quarterly results" and "Results of operations"

Selected annual information

	January 31
	2025	2024	2023
Revenue	$ -	$ -	$ -
Loss for the period	$ 1,618,088	$ 4,213,054	$ 555,656
Basic and Diluted Loss per Share	$ 0.21	$ 0.74	$ 0.12
Total Assets	$ 477,396	$ 1,304,151	$ 2,976,122
Liabilities (L.T.)	$ -	$ -	$ -
Cash dividends	$ -	$ -	$ -

Results of operations for the year ended January 31, 2025 and 2024

The Company incurred a net and comprehensive loss of $1,618,088 for the year ended January 31, 2025 compared to $4,213,054 for the year ended January 31, 2024. The decrease in net loss and total comprehensive loss was primarily driven by a current year impairment expense of $944,626 recognized within the mineral properties compared to $3,034,927, as well as a stock-based expense outlay of $21,989 in the current year relating to increased vesting of stock options and RSUs compared to $446,865 in the prior year, and decreases in general and administrative costs as result of decreased administrative activity.

	For the Year Ended January 31, 2025	For the Year Ended January 31, 2024
Consulting fees	$ 13,866	$ 72,121
Foreign exchange loss	36,723	6,582
General and administrative costs	183,096	258,032
Interest expense	10,078	5,961
Management fees	193,000	198,000
Marketing fees	29,899	8,393
Professional fees	158,857	160,431
Stock-based compensation	21,989	446,865
Transfer agent, regulatory and listing fees	25,954	21,742
Impairment of mineral property	944,626	3,034,927
Net and comprehensive loss	$ 1,618,088	$ 4,213,054

Results of operations for the quarter ended January 31, 2025 and 2024

The Company incurred a net and comprehensive loss of $158,827 for the quarter ended January 31, 2025 compared to $3,346,798 for the quarter ended January 31, 2024. The decrease in net loss and total comprehensive loss was primarily driven by a significant impairment expense of $3,034,927 for the quarter ended January 31, 2024 compared to a recovery of mineral property costs of $25,402 in the current quarter, as well as a stock-based expense of $162,826 relating to vesting of stock options and RSUs in the quarter ended January 31, 2024.

Summary of quarterly results

The following table provides a summary of financial data for the Company for the previous eight quarters:

	Quarter ended	Revenue	Loss before other income and expenses	Total comprehensive loss	Basic and diluted income (loss) per common share
Q4/25	January 31, 2025	$ -	$ (158,827)	$ (158,827)	$ (0.01)
Q3/25	October 31, 2024	$ -	$ (118,266)	$ (118,266)	$ (0.02)
Q2/25	July 31, 2024	$ -	$ (1,144,700)	$ (1,144,700)	$ (0.17)
Q1/25	April 30, 2024	$ -	$ (196,295)	$ (196,295)	$ (0.03)
Q4/24	January 31, 2024	$ -	$ (3,346,798)	$ (3,346,798)	$ (0.53)
Q3/24	October 31, 2023	$ -	$ (460,705)	$ (460,705)	$ (0.07)
Q2/24	July 31, 2023	$ -	$ (292,304)	$ (292,304)	$ (0.05)
Q1/24	April 30, 2023	$ -	$ (113,247)	$ (113,247)	$ (0.02)

Restatement

In the year ended January 31, 2024, a liability was recorded for shares to be issued with respect to option agreements. In the current year, management determined that these liabilities should be recorded as equity as the obligation can only be settled in shares. Accordingly, the comparative figures for the year ended January 31, 2024 have been restated as follows:

	As previously reported	Adjustment	Restated
Accounts payable and accrued liabilities	$ 1,143,426	$ (127,272)	$ 1,016,154
Obligation to issue shares	$ -	$ 127,272	$ 127,272

The restatement only affects the consolidated statements of financial position and the consolidated statements of changes in shareholders' equity. There is no impact or effect on the consolidated statements of loss and comprehensive loss or the consolidated statements of cash flows

LIQUIDITY AND CAPITAL RESOURCES

These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At January 31, 2025, the Company had cash of $415,562 and its current liabilities exceed its current assets by $570,514. The Company currently has no active business and is not generating any revenues. It has incurred losses since inception and had an accumulated deficit of $7,988,256 as at January 31, 2025. Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These uncertainties may cast significant doubt on the ability of the Company to continue as a going concern.

On May 25, 2023, the Company entered into a promissory note loan agreement with TY & Sons Investments Inc. ("TY & Sons"), where an advance of $100,000 was made upon the execution of the promissory note. On July 21, 2023, a further $50,000 was advanced to the Company within the same promissory note agreement. Under the terms of the agreement, $2,343 of interest expense was incurred up the date of settlement. On August 9, 2023, the Company settled the outstanding indebtedness of $150,000 promissory note through the issuance of 150,000 units at a fair value of $1.00 per unit.

On August 9, 2023, the Company closed a non-brokered private placement which issued 395,000 units at a price of $1.00 per unit for gross proceeds of $395,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at a price of $1.60 until August 9, 2025.

On September 20, 2023, 10,000 stock options from the May 10, 2023 grant were exercised at a price of $0.60 each for gross proceeds of $6,000 resulting in the issuance of 10,000 common shares.

On September 21, 2023, the Company entered into another promissory note loan agreement with TY & Sons, where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,054 of interest expense was incurred to December 15, 2024 (2024 - $1,808). On December 20, 2024, the Company entered into a debt settlement agreement, whereby $300,000 of amounts payable were settled through issuance of 6,000,000 shares at a deemed price of $0.05 per share. Included in this debt settlement was the remaining balance of loans and accrued interest of $58,397.

Also on September 21, 2023, the Company entered into a similar promissory note loan agreement with Carrera Capital International Ltd. ("Carrera Capital"), where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,781 of interest expense was incurred as of January 31, 2025. On this date, the loan principal and interest payable of $56,781 was paid in full to Carrera Capital.

On January 10, 2025, the Company closed a non-brokered private placement of 12,000,000 post-consolidation common shares at $0.05 per share for gross proceeds of $600,000. Share issuance costs of $19,371 were incurred in relation to the private placement.

The Company's ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future. These financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

Cash flows

Cash used in operating activities for the year ended January 31, 2025 was $395,494 (January 31, 2024: $257,000).
Cash provided by investing activities for the year ended January 31, 2025 was $277,990 (January 31, 2024: cash used in investing activities $491,628).
Cash provided by financing activities for the year ended January 31, 2025 was $523,848 (January 31, 2024: $644,500).

TRANSACTIONS WITH RELATED PARTIES

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm's length transactions and made at normal market prices and on normal commercial terms.

The Company's related parties consist of its key management personnel, including its directors and officers.

During the year ended January 31, 2025, the Company paid or accrued total consulting fees of $Nil to the former COO (2024 - $126,158). An amount of $Nil (2024 - $126,158) was capitalized in exploration and evaluation assets as it relates to project management on the property.

During the year ended January 31, 2025, the Company incurred management fees of $193,000 to the CEO (2024 - $198,000) (recorded in Management fees), and $45,000 to the former CFO (2024 - $53,500) (recorded in General and administrative costs).

During the year ended January 31, 2025, the Company recognized stock-based compensation for directors and officers of $21,989 (2024 - $325,582) related to the vesting of granted options and RSUs. In the event of a change of control of the Company all options and RSUs granted to the CEO will immediately vest.

As at January 31, 2025, the Company owed a total of $Nil to the CEO (2024 - $113,900), $Nil to the former COO (2024 - $88,278) and $Nil to the former CFO (2024 - $7,500). These amounts are unsecured, non-interest bearing and have no fixed payment terms.

During the year ended January 31, 2024, the Company issued 10,000 units for gross proceeds of $10,000 to the CEO as part of the private placement closed August 9, 2023.

On March 14, 2023, the Company entered into a consulting agreement with the CEO, whereby the Company will pay the CEO annual management fees of $216,000. The Company or the CEO may terminate the agreement at any time with 30 days written notice. If the Company terminates the agreement by way of notice, the Company will pay the CEO $216,000 plus 50% of any bonus payable to the CEO up to the date of termination. If the termination date is within 12 months of a change of control of the Company, the Company will pay the CEO $324,000 plus 50% of any bonus payable to the CEO up to the date of termination.

NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS NOT YET EFFECTIVE

In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.

The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard to its consolidated financial statements in future periods.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements which may affect the Company's current or future operations or conditions.

PROPOSED TRANSACTIONS

FINANCIAL INSTRUMENTS AND RELATED RISKS

Classifications

At January 31, 2025, the Company's financial assets and liabilities are classified as follows:

	January 31, 2025	January 31, 2024
Financial assets:
Fair value through profit and loss
Cash and restricted cash	$ 415,562	$ 9,218
Financial liabilities:
Amortized cost
Accounts payable	$ 366,062	$ 288,090
Loans payable	$ -	$ 105,959

The fair values of the Company's accounts payable and loan payable approximate their carrying amounts due to the short-term nature of these instruments.

Financial instrument risk exposure

The Company's financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. At January 31, 2025, the Company was exposed to credit risk on its cash.

The Company's cash is held with a high credit quality financial institution as at January 31, 2025, management considers its exposure to credit risk to be low.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.

At January 31, 2025, the Company had cash of $415,562 (January 31, 2024 – $9,218) and current liabilities of $1,010,828 (January 31, 2024 – $1,122,113) with contractual maturities of less than one year. The Company did not have sufficient cash to meet its current liabilities at January 31, 2025, therefore the Company assessed its liquidity risk as high as at January 31, 2025.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at January 31, 2025.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at January 31, 2025, management considers its exposure to foreign currency risk to be low.

RISKS AND UNCERTAINTIES

As at January 31, 2025, the Company operated as a junior mineral exploration issuer and was subject to the operational, environmental, and financing risks typical of early-stage resource companies. Subsequent to year-end, the Company formally exited its legacy mining business through the termination of the Cracker Creek Gold Property option on March 28, 2025, and the assignment of its interest in Elkhorn Gold Exploration LLC. As at the date of this MD&A, the Company holds no mineral exploration projects or related property interests.

On April 24, 2025, a civil claim was filed in the Supreme Court of British Columbia by PGV Patriot Gold Vault Ltd. against the Company and Mr. Jon Bey (a former CEO of the Company). The claim alleges that Universal and Mr. Bey made misrepresentations concerning the existence and validity of an option agreement over a U.S.-based gold mining project known as the Cracker Creek Project. The plaintiff seeks the return of a US$250,000 non-refundable deposit paid under a term sheet, general and punitive damages and other relief. The Company disputes the allegations and intends to contest the claim.

Following the completion of its Change of Business in April 2025, the Company now operates as an investment issuer focused on digital assets, blockchain technologies, and high-growth sectors. As a result, the Company's risk profile has shifted significantly. The Company is now exposed to a range of operational, financial, technological, and regulatory risks specific to its current strategy. These include, but are not limited to, the key risks described below and further detailed in the Company's CSE Form 2A Listing Statement filed on 29 April 2025.

Digital asset volatility and valuation risk

The market for digital assets such as Solana, Cardano, and other tokens held or targeted by the Company is highly volatile. Prices can fluctuate dramatically in short periods due to market sentiment, regulatory developments, or technology shifts. This can materially impact the Company's investment performance and balance sheet valuation.

Regulatory and compliance risk

The regulatory framework for digital assets is evolving rapidly in multiple jurisdictions. There is uncertainty regarding the treatment of crypto assets under securities, anti-money laundering, and tax laws. Changes in applicable regulations or enforcement practices could adversely affect the Company's operations and investment strategy.

Custody and cybersecurity risk

The Company self-custodies its crypto assets using MPCVault, a multi-party computation wallet solution. Despite advanced safeguards, the Company remains exposed to cybersecurity threats, including hacking, internal breaches, and operational failures. Loss or theft of digital assets could have a material adverse impact.

Liquidity and financing risk

The Company has limited operating history as an investment issuer and relies on its ability to raise capital to fund operations and new investments. There can be no assurance that future financings will be available on acceptable terms or at all, which could impair the Company's ability to execute its business plan.

Risks relating to investee companies

The Company may invest in early-stage businesses or projects that are unproven, under-capitalized, or operating in highly competitive or volatile environments. These investees may experience business failure, liquidity issues, or financial distress, which could impair the Company's returns.

Technological disruption and market cycles

The digital asset space is characterized by rapid innovation, speculative trading, and cyclical boom-bust market conditions. The value and strategic relevance of any asset or investment may change quickly, potentially leading to impairment or loss.

Key personnel risk

The Company's performance is highly dependent on a small group of executives with expertise in digital assets, investment strategy, and regulatory compliance. The loss of one or more key individuals could materially affect the Company's operations.

These risks may not be the only risks faced by the Company. Additional risks and uncertainties not presently known by the Company or which are presently considered immaterial could adversely impact the Company's business, results of operations, and financial performance in future periods.

OUTSTANDING SHARE CAPITAL DATA

The Company has authorized an unlimited number of common shares without par value.

Share capital

As at January 31, 2025, the Company had 24,441,945 common shares issued and outstanding. Subsequent to year-end, the following common shares were issued:

250,000 shares on March 13, 2025, pursuant to the vesting of RSUs;
13,500,000 shares on April 25, 2025, as consideration for the acquisition of a portfolio of digital assets; and
7,953,489 shares on April 25, 2025, as consideration for the acquisition of a 19% equity interest in Geometric Galaxy Ltd.

As at the date of this MD&A, the Company has a total of 46,145,434 common shares issued and outstanding.

RSUs

As at January 31, 2025, the Company had 69,298 RSUs. Subsequent to year-end:

950,000 RSUs were granted to officers and directors on 13 March 2025. 250,000 of these RSUs vested immediately and the shares were issued on the same day;
69,298 RSUs were cancelled on 4 April 2025;
200,000 RSUs were granted to a director on 5 May; and
500,000 RSUs were granted to an officer on 7 May.

As at the date of this MD&A, the Company has a total of 1,400,000 RSUs outstanding. All RSUs vest in eight equal quarterly installments over a two-year period from the date of grant.

Options and warrants

At the date of this MD&A, the Company has 320,250 stock options and 545,000 share purchase warrants outstanding. There was no movement to stock options and warrants from January 31, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this MD&A, other than statements of historical fact, are forward-looking statements. When used in this MD&A, words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", "foresee" and other similar terminology, or sentences/statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance.

These statements reflect the Company's current expectations regarding future events, performance and results, and is accurate only at the time of this MD&A, and may be superseded by more current information. Forward-looking statements also involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or its mineral projects to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or information.

In making such statements, the Company has made assumptions regarding, among other things: general business and economic conditions; the availability of additional; the supply and demand for, inventories of, and the level and volatility of the prices of metals; the timing and receipt of governmental permits and approvals; changes in regulations; political factors; the accuracy of the Company's interpretation of the geology of the Company's properties and prospective properties; the availability of equipment, skilled labour and services needed for the exploration of mineral properties; and currency fluctuations.

Although the forward-looking statements or information contained in this MD&A are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. They should not be read as guarantees of future performance or results. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: the factors discussed below and under "Risks and Uncertainties"; unanticipated changes in general business and economic conditions or conditions in the financial markets; fluctuations in the price of metals; stock market volatility; the availability of exploration capital and financing generally; changes in national and local government legislation; changes to taxation; changes in interest or currency exchange rates; loss of key personnel; inaccurate geological assumptions; competition; unavailability of materials and equipment; government action or delays in the receipt of permits or government approvals; and unanticipated events related to health, safety and environmental matters, including the impact of epidemics.

Forward-looking information is designed to help readers understand management's current views of the Company's near and longer-term prospects, and it may not be appropriate for other purposes. The Company will not update any forward-looking statements or forward-looking information unless required by applicable securities laws.