Universal Digital Inc. — Management Reports 2025

Jul 1, 2025

Universal Digital Inc. (Formerly Minas Metals Ltd.)
Management Discussion and Analysis
For the Three Months Ended
April 30, 2025, and 2024

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 three months ended April 30, 2025, and 2024.

This MD&A should be read in conjunction with the condensed consolidated interim financial statements for the three months ended April 30, 2025, and 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 should also be read in conjunction with the Company's Annual Information Form ("AIF") filed on June 3, 2025 under the Company's profile on SEDAR+ at www.sedarplus.ca. 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 June 30, 2025.

BUSINESS OVERVIEW

Universal Digital Inc. ("Universal Digital" or the "Company") is 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 is incorporated under the Business Corporations Act (British Columbia) and trades on the Canadian Securities Exchange ("CSE") under the symbol LFG. Universal Digital's registered and head office is located at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia.

The Company was incorporated pursuant to the Business Corporations Act (British Columbia) on March 7, 2018 under the name "Crane Capital Corp." On March 3, 2021, the Company changed its name to "Lode Metals Corp." The Company filed a final prospectus on March 22, 2022 and began trading on the CSE under the symbol "LODE" on April 5, 2022. On October 17, 2023, the Company changed its name to "Minas Metals Ltd." and commenced trading on the CSE under the symbol "MINA". On January 24, 2025, the Company's shares were halted from trading, pending CSE review and approval of a proposed Change of Business. On April 29, 2025, the Change of Business was formally approved by the CSE and on April 30, 2025, the Company's shares resumed trading under the new name Universal Digital Inc. and under the symbol LFG. The Change in Business from a junior mining company to an investment company marked the Company's exit from the mineral exploration sector, and as of the date of this MD&A, the Company does not hold any interests in mineral properties.

Since January 31, 2025, and up to the date of this MD&A, the Company has completed several material transactions that reflect a change in its business activities. On April 30, 2025, the Company formally completed a Change of Business under the policies of the Canadian Securities Exchange, transitioning to an investment issuer focused on digital assets. In connection with this transition, the Company:

(i) acquired cryptocurrencies through share-based transactions with arm's length vendors;
(ii) acquired a 19% interest in Geometric Galaxy Ltd. ("GGL"), and subsequently completed the acquisition of the remaining 81%, resulting in full ownership;
(iii) disposed of all remaining mineral property interests and related corporate entities; and
(iv) undertook additional initiatives, including a private placement financing, the launch of a Bitcoin treasury allocation strategy, and the pursuit of an OTCQB quotation in the United States.

The current quarter reflects one-time gains related to the disposal of legacy assets, increased professional fees to complete the transition, and early implementation of the Company's treasury and growth strategies. Further details on each of these developments are provided in the sections that follow.

On June 3, 2025, the Company filed a voluntary AIF for the year ended January 31, 2025. The AIF is available under the Company's profile on SEDAR+ at www.sedarplus.ca. As a result of filing the AIF, the Company is required to have its interim financial statements reviewed by its auditor.

---

2

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.

Forward-looking statements in this MD&A may include, but are not limited to: the Company's ability to execute its digital asset and equity investment strategy; the valuation and liquidity of digital assets held; developments in the digital asset and financial technology sectors; changes to applicable securities, financial, or digital asset regulations; access to capital and financing; volatility in cryptocurrency markets; and the Company's ability to attract and retain qualified personnel and service providers. In making such statements, the Company has made assumptions regarding, among other things: general business and economic conditions; the continued development and acceptance of blockchain technologies and digital assets; the functionality and availability of digital asset exchanges and custodians; the regulatory environment for digital assets in Canada and abroad; the Company's ability to access financing on reasonable terms; and the availability of qualified personnel, advisors, and technology service providers.

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"; the execution and performance of the Company's Bitcoin treasury strategy; the Company's ability to invest in, and generate returns from, exchange-traded funds (ETFs) and other digital asset-linked products, and the timing and outcome of any regulatory approvals related to the proposed exchange-traded funds or related digital asset products; the adoption and commercial performance of the BullWave platform, including the acquisition and retention of customers; unanticipated changes in general business and economic conditions or conditions in the financial markets; changes in digital asset valuations; regulatory changes affecting digital asset trading or custody; cybersecurity risks; stock market volatility; the availability of 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 assumptions; competition; unavailability or failure of technology platforms, service providers or infrastructure; government action or delays in regulatory approvals; and unanticipated events related to global financial markets, digital infrastructure, or macroeconomic instability, including the impact of pandemics or geopolitical events.

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 to by applicable securities laws.

STRATEGIC DEVELOPMENTS

The following key strategic developments occurred between January 31, 2025, and the date of this MD&A, reflecting the Company's transition into a digital asset-focused investment entity:

Cryptocurrencies acquisition

On January 23, 2025, the Company entered into two definitive agreements (the "Agreements") with arm's length vendors to acquire an aggregate of 5,277.60 Solana (SOL), 335,568.10 Cardano (ADA), and 339,248.61 ai16z (AI16Z) tokens in exchange for 13,500,000 common shares. The transaction closed on April 25, 2025. For additional details on the initial and subsequent accounting treatment of these digital assets, refer to the "Intangible Assets – Digital Currencies" section of this MD&A.

Disposition of Legacy Mining Interests

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 the Company assigned its 100% membership interest in Elkhorn Gold Exploration LLC ("Elkhorn") to Kenneth N. Tullar, a former director of the Company. The transaction involved no monetary consideration and included the assumption of US$2,322 of Elkhorn-related liabilities by the Company, the commitment to loan US$5,000 for reclamation work related to the Iron Butte Exploration Project, and the termination obligations related to the Cracker Creek agreement totaling US$19,070. These obligations collectively represent total liabilities of US$21,392 retained by the Company in connection with the assignment of Elkhorn.

Effective from the date of assignment, Elkhorn was deconsolidated from the Company's financial statements. A gain on disposal of $546,360 was recognised during the three months ended April 30, 2025. The gain resulted from the derecognition of Elkhorn's net liabilities of $585,676, partially offset by the obligations retained by the Company totaling $39,316. The assignment of Elkhorn, together with the termination of the Cracker Creek agreement, allowed the Company to formally exit its historical mining operations, eliminate legacy liabilities, and streamline its corporate structure in advance of its Change of

---

Business. For further details, refer to the "Disposal of Subsidiary" section of this MD&A.

Geometric Galaxy Ltd

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 closed on April 25, 2025, and was completed through the issuance of 7,953,489 common shares at a fair value of $0.1167 per share. Refer to the "Investment in Associate" section of this MD&A for additional information.

Subsequently, 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. This transaction closed on June 2, 2025, resulting in the Company obtaining full ownership and control of GGL and its BullWave platform. The purchase price allocation for the acquisition is currently underway and will be completed within 12 months of the acquisition date, in accordance with IFRS 3, Business Combinations.

The acquisition of the remaining 81% interest in GGL constitutes a significant acquisition under applicable securities regulations, and the Company will file a Business Acquisition Report ("BAR") within 75 days of the transaction's closing date.

Debt Deferral and Capital Raise

On April 10, 2025, a creditor of the Company agreed to defer repayment of an amount owing of $254,532 for a period of 15 months to July 10, 2026. The debt may be settled, at the Company's option, through the issuance of common shares in a future equity financing completed prior to the expiry of the deferral period. If settled in shares, the number of shares to be issued will be based on the price per share in the applicable financing. The amount owing bears no interest. This debt is classified as a non-current loan payable at April 30, 2025, in the condensed consolidated interim financial statements for the three months ended April 30, 2025.

On May 29, 2025, the Company closed an oversubscribed non-brokered private placement of 3,200,000 common shares at $0.50 per share, raising gross proceeds of $1,600,000. The use of these funds is for general working capital purposes.

Exchange-Traded Funds

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. Pursuant to the partnership agreement, the Company paid an upfront fee of $200,000 to LongPoint related to the establishment of the first two ETFs.

Marketing Agreement

On June 2, 2025, the Company entered into a digital marketing consulting agreement with SnowBridge Limited ("SnowBridge"), a marketing consultancy company. Pursuant to the agreement, SnowBridge has been retained to deliver digital marketing and investor awareness services. SnowBridge has no prior relationship with the Company and does not hold any securities of the Company. The agreement provides for a maximum marketing budget of up to $500,000, with all services and expenditures subject to the Company's prior approval. No securities, options, or other equity-based compensation have been or will be granted in connection with this engagement. The consulting agreement is dated June 2, 2025, and the online marketing and awareness services began on that date. The agreement has no fixed termination date, and services may be terminated by the Company without notice. To the date of this MD&A, the Company has paid SnowBridge $41,000.

Shareholder Lock-Ups

On June 10, 2025, the Company announced that certain shareholders of the Company had entered into voluntary share lock-ups with respect to an aggregate of 11,461,000 common shares of the Company. These voluntary restrictions complement existing escrow arrangements and contractual transfer restrictions entered into as part of the Company's recent transactions. In total, approximately 63% of the Company's outstanding shares at the date of this MD&A are subject to transfer restrictions. For further information, please refer to the Company's AIF. Under the terms of the voluntary lock-up agreements, the restricted shares are subject to staged releases over a 12-month period commencing on July 31, 2025. The release schedule is as follows:

Release Date	% of Shares Released	Shares Released
July 31, 2025	15%	1,719,150
October 31, 2025	15%	1,719,150
January 31, 2026	25%	2,865,250
April 30, 2026	25%	2,865,250
July 31, 2026	20%	2,292,200

US Capital Markets Strategy

On June 12, 2025, the Company announced that it had entered into a capital markets advisory engagement with Joseph Gunnar & Co., LLC ("Joseph Gunnar"), a U.S.-based investment bank, to support the Company's U.S. capital markets strategy

---

and to assist in pursuing a quotation of its common shares on the OTCQB Venture Market ("OTCQB") in the United States. Under the terms of the engagement, Joseph Gunnar will act as a non-exclusive capital markets advisor to the Company for an initial six-month period, during which it will provide support for regulatory filings, investor roadshows, application preparation, and other strategic services related to the OTCQB listing process as well as DTC Eligibility. The engagement also includes the opportunity for Joseph Gunnar to participate in future financing and marketing initiatives. The OTCQB is a U.S. trading platform operated by OTC Markets Group for early-stage and developing companies that are current in their reporting and undergo annual verification and management certification. The Company has submitted its OTCQB listing application and if successful it would provide increased visibility and trading access for U.S. investors; however, such a listing is not guaranteed.

Bitcoin Treasury Strategy:

On June 16, 2025, the Company announced the launch of its Bitcoin Treasury Strategy, which will form a core pillar of the Company's capital allocation framework. As an initial step, between June 12, 2025 and June 21, 2025, the Company sold its 5,277.60 Solana tokens, 335,568.10 Cardano tokens and 339,248.61 ai16z tokens for total proceeds of US$1,047,591. The proceeds were used to acquire 10.02935 Bitcoin at an average price of US$104,452.56 per Bitcoin. The goal of this strategy is to enhance long-term net asset value and align the Company with global trends in institutional digital asset adoption. The Company views Bitcoin as a complementary reserve asset and will implement the strategy in a phased, transparent manner..

As part of this initiative, the Company plans to collaborate with publicly-listed companies across Asia to implement Bitcoin treasury models, leveraging the region's growing institutional and retail interest in digital assets and its increasing openness to blockchain-based financial innovation. In furtherance of this regional focus, on June 12, 2025, the Company entered into a non-binding Memorandum of Understanding ("MOU") with GFA Co., Ltd. ("GFA"), a Tokyo Stock Exchange-listed diversified financial and technology group (TSE: 8783). The MOU sets out a partnership framework for jointly advancing Bitcoin-based corporate finance models in Japan.

Under the MOU, the companies will jointly explore:

• Introducing Bitcoin reserve models to Japanese listed companies;
• Structuring capital raising tools such as warrants and market-based offerings to fund Bitcoin acquisitions; and
• Enhancing governance, investor relations, and custody frameworks for digital assets.

The MOU also sets the stage for broader collaboration in Japan's digital economy, including joint investments in public companies, the development of blockchain-based corporate structures, initiatives that connect Bitcoin adoption with cultural IP and Web3-driven consumer ecosystems. The MOU was entered on an arm's length basis and there are no related party interests between the Company and GFA.

MANAGEMENT AND BOARD CHANGES

The Company made several changes to its management and board from January 31, 2025 to the date of this MD&A:

• 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.

The Audit Committee of the Company at the date of the MD&A is Joshua Mann (Chair), Christian Kaczmarczyk and Christopher Yeung.

The Investment Committee of the Company at the date of the MD&A is Christian Kaczmarczyk (Chair), Joshua Mann and Christopher Yeung.

LIQUIDITY AND GOING CONCERN

The Company's condensed consolidated interim 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 realise its assets and settle its liabilities in the normal course of business. At April 30, 2025, the Company had cash of $240,055 and its current assets exceed its current liabilities by $1,358,102. At April 30, 2025 the Company had no active business and was not generating any revenues. It has incurred losses since inception and had an accumulated deficit of $8,022,602 as at April 30, 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.

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. The condensed consolidated interim financial statements presented with this MD&A 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.

Key liquidity developments to the Company from January 31, 2025 to the date of the MD&A include:

• the March 28, 2025 disposal of Elkhorn and associated derecognition of net liabilities of $585,676 offset by the obligations retained by the Company totalling $39,316;
• the April 10, 2025 debt deferral of $254,532; and
• the May 29, 2025 non-brokered private placement raising $1,600,000.

FINANCIAL REVIEW

Investment In Associate

On April 25, 2025, the Company acquired a 19% equity interest in GGL. The consideration paid for the acquisition was 7,953,489 ordinary shares of the Company issued with a fair value of $928,114.

The Company has determined it has significant influence over GGL, as defined by IAS 28, Investments in Associates and Joint Ventures. GGL is thus classified as an associate and accounted for using the equity method.

The initial recognition and subsequent movements of the investment in associate are as follows.

January 31, 2025	$	-
Cost of investment		928,114
Share of loss of associate		(28)
April 30, 2025	$	928,086

No dividends were received from GGL during the period. Management has identified no indicators of impairment at April 30, 2025.

The company completed the acquisition of the remaining 81% of GGL on June 3, 2025. The purchase price allocation for the acquisition is currently underway and will be completed within 12 months of the acquisition date, in accordance with IFRS 3, Business Combinations. The acquisition of the remaining 81% interest in GGL constitutes a significant acquisition under applicable securities regulations, and the Company will file a Business Acquisition Report ("BAR") within 75 days of the transaction's closing date.

Intangible Assets – Digital Currencies

On April 25, 2025, the Company issued 13,500,000 common shares to acquire a diversified portfolio of digital currencies. The acquisition cost was measured at the quoted fair value of the digital currencies received, totaling $1,575,352. The unrealised revaluation losses arising between the acquisition date and the reporting date totaling $123,048 were recognised in profit or loss, while the unrealised revaluation gains of $15,983 were recognised in revaluation surplus.

The initial recognition and subsequent movements of the digital currencies are as follows.

January 31, 2025	$	-
Acquisition cost of digital currencies		1,575,352
Unrealised revaluation loss on digital currencies		(123,048)
Unrealised revaluation gain on digital currencies		15,983
April 30, 2025	$	1,468,287

No impairment indicators were identified as at April 30, 2025.

Between June 12, 2025 and June 21, 2025, the Company sold its 5,277.60 Solana tokens, 335,568.10 Cardano tokens and 339,248.61 ai16z tokens for total proceeds of US$1,047,591. The proceeds were used to acquire 10.02935 Bitcoin at an average price of US$104,452.56 per Bitcoin.

Exploration And Evaluation Asset

At January 31, 2025, all exploration and evaluation assets had been fully impaired. At April 30, 2025, the Company has no rights to (or interests in) any exploration and evaluation assets. The Company retains an obligation of $127,272 (US$95,000) to issue shares under option agreements

Disposal Of Subsidiary

On March 28, 2025, the Company assigned its 100% membership interest in Elkhorn to a former director. As part of the

---

transaction, the Company assumed liabilities of US$21,392 and committed to fund US$5,000 toward reclamation work related to the Iron Butte Exploration Project. Effective from the date of assignment, Elkhorn was deconsolidated from the Company's financial statements, and a gain on disposal of $546,360 was recognised in the three months ended April 30, 2025.

Carrying amounts of Elkhorn at the disposal date:

Assets		28,880
Liabilities		(614,556)
Net liabilities derecognised	$	585,676

Gain recognised on disposal of subsidiary:

Net liabilities derecognised	585,676
Obligations taken over	(39,316)
Gain on disposal of subsidiary	$ 546,360

The disposal generated a net investing cash inflow of $283, consisting of release of a bank overdraft; no cash consideration was received.

Accounts Payable, Accruals and Loans Payable

As at January 31, 2025, the Company reported accounts payable and accrued liabilities of $1,010,828, which decreased to $386,340 as at April 30, 2025. This $624,488 reduction was primarily due to the disposition of Elkhorn Gold Exploration LLC in March 2025, which resulted in the derecognition of approximately $585,676 in net liabilities (offset by the obligations retained by the Company totalling $39,316, and the deferral of $254,532 under a creditor agreement executed in April 2025, which reclassified the amount as a long-term liability. The remaining balance at April 30, 2025, reflects a combination of settlements of prior obligations and new accruals incurred during the quarter. These changes reflect the Company's ongoing restructuring and transition away from mineral exploration activities and reflect its efforts to manage working capital in alignment with its evolving strategic focus on digital asset investments.

Contingent Liability - Legal Claim by PGV Patriot Gold Vault Ltd.

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 the Company (called Minas Metals Ltd at the time) 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.

Results of Operations for the Three Months Ended April 30, 2025 and 2024

The Company incurred a net and comprehensive loss of $38,113 for the three months ended April 30, 2025, compared to $196,295 for the three months ended April 30, 2024.

	Three months ended April 30, 2025	Three months ended April 30, 2024
EXPENSES
Consulting fees	$ 41,232	$ -
Foreign exchange (gain) or loss	(6,577)	21,440
General and administrative costs	36,014	48,147
Management fees	9,750	63,000
Marketing fees	-	29,899
Professional fees	257,834	4,475
Stock-based compensation	107,446	24,952
Transfer agent, regulatory and listing fees	31,681	4,382
Unrealised loss on digital currencies	123,048	-
Loss from associate	28	-
	600,456	196,295
OTHER INCOME
Gain on disposal of subsidiary	(546,360)	-
NET LOSS	$ 54,096	$ 196,295
OTHER COMPREHENSIVE INCOME
Revaluation gain on digital currencies	(15,983)	-
COMPREHENSIVE LOSS	$ 38,113	$ 196,295

---

The primary reasons for the reduction in comprehensive loss for the three months ended April 30, 2025, compared to the three months ended April 30, 2024 are as follows:

The Company recognised professional fees of $257,834 in the three months ended April 30, 2025 (April 30, 2024: $4,475), which was driven predominantly from legal costs incurred through the Change in Business, the initial 19% acquisition of GGL and the assignment of Elkhorn.

During the three months ended April 30, 2025, the Company recognised stock-based compensation expense of $107,446 (April 30, 2024: $24,952), consisting of $71,250 related to the immediate vesting of 250,000 RSUs granted to former directors on March 13, 2025, and $36,196 attributable to the pro-rata vesting of 700,000 RSUs granted to current directors and officers on March 13, 2025.

During the three months ended April 30, 2025, the Company recognised an unrealised loss on digital currencies of $123,048 (April 30, 2024: $nil), resulting from price declines in certain tokens relative to their cost at the acquisition date of April 25, 2025. These losses were recognised in profit and loss. Conversely, unrealised revaluation gains of $15,983 (April 30, 2024: $nil) were recognised in other comprehensive income, reflecting price increases in other digital currencies over the same period.

During the three months ended April 30, 2025, the Company recognised a gain on disposal of a subsidiary of $546,360 (April 30, 2024: $nil), resulting from the assignment of its 100% membership interest in Elkhorn. Upon assignment, Elkhorn was deconsolidated from the Company's financial statements. Refer to the "Disposal of Subsidiary" section of this MD&A for additional details.

Summary of Historic 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
Q1/26	April 30, 2025	$ -	$ (600,456)	$ (38,113)	$ (0.00)
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)	$ (0.01)
Q2/24	July 31, 2023	$ -	$ (292,304)	$ (292,304)	$ (0.01)

In the three months ended April 30, 2025, the Company recorded a loss before other income and expenses of $600,456, primarily driven by $257,834 in professional fees related to the Change of Business, the acquisition of a 19% interest in GGL, and the assignment of Elkhorn. Additionally, stock-based compensation of $107,446 was recognised, due to the vesting of RSUs granted to former and current directors. The Company also recorded an unrealised loss of $123,048 on digital currencies. Offsetting this loss, the Company recognised a gain of $546,360 on the disposal of its Elkhorn subsidiary under other income and unrealised revaluation gains of $15,983 were recognised in other comprehensive income. As a result, total comprehensive loss was $38,113.

In the three months ended January 31, 2025, the Company recorded a total comprehensive loss of $158,827, which was equal to the loss before other income and expenses. The loss was primarily caused by professional fees of $98,677, related to the Company's capital raise, debt restructuring, transition out of mineral exploration and preparations for its Change of Business. Other notable expenses include general and administrative costs of $30,200 and management fees of $31,000. A $25,402 recovery of mineral property costs was recognised during the quarter. No impairments or stock-based compensation were recorded during the period.

In the three months ended October 31, 2024, the Company recorded a total comprehensive loss of $118,266, which was equal to the loss before other income and expenses. The loss was primarily driven by general and administrative expenses of $42,614, management fees of $54,000, and professional fees of $9,909. Additional costs included foreign exchange losses of $6,903 and transfer agent and regulatory fees of $4,840. No stock-based compensation or consulting expenses were recorded during the period. The Company maintained a reduced operating profile during the quarter while continuing efforts to secure future financing.

In the three months ended July 31, 2024, the Company recorded a total comprehensive loss of $1,144,700, which was equal to the loss before other income and expenses. The loss was primarily driven by a $970,028 impairment expense relating to the Cracker Creek Gold Property. Additional costs included professional fees of $42,296, general and administrative expenses of $65,635, management fees of $45,000, and consulting fees of $10,283. No stock-based compensation was recorded during the quarter. The Company operated leanly while exploring financing opportunities during this quarter.

In the three months ended April 30, 2024, the Company recorded a total comprehensive loss of $196,295, which was equal to the loss before other income and expenses. The loss was primarily driven by management fees of $63,000, general and

---

administrative expenses of $48,147, and stock-based compensation of $24,952. No impairments were recorded during the quarter.

In the three months ended January 31, 2024, the Company recorded a total comprehensive loss of $3,346,798, which was equal to the loss before other income and expenses. The loss was driven primarily by impairment charges totaling $3,034,927, relating to the Cracker Creek, Iron Butte, and Hope Butte mineral properties. Additional expenses included stock-based compensation of $162,826.

In the three months ended October 31, 2023, the Company recorded a total comprehensive loss of $460,705, which was equal to the loss before other income and expenses. This loss was primarily driven by stock-based compensation of $212,248, general and administrative expenses of $90,386, management fees of $54,000, and professional fees of $36,567. Additional costs included consulting fees of $35,497, a loss on debt settlement of $22,500, and transfer agent and regulatory fees of $6,048. The Company incurred significant stock-based compensation because of options vesting in the current period when compared to the prior period. General and administrative costs increased because of increased activity since listing.

In the three months ended July 31, 2023, the Company recorded a total comprehensive loss of $292,304, which was equal to the loss before other income and expenses. The loss was primarily due to stock-based compensation of $57,860, professional fees of $74,375, general and administrative expenses of $52,244, and management fees of $72,000. Operating expenses remained mostly consistent throughout comparative quarters as the Company has maintained its activity following the completion of its public listing in April, 2022. General and administrative costs increased because of increased activity since the completion of its public listing in April, 2022.

CASH FLOWS

• Cash used in operating activities for the three months ended April 30, 2025 was $175,790 (April 30, 2024: $3,561).
• Cash provided in investing activities for the three months ended April 30, 2025 was $283 (used in April 30, 2024: $3,491).

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 period ended April 30, 2025, the Company paid or accrued total consulting fees of $15,357 to current directors and officers (2024 - $nil).
• During the period ended April 30, 2025, the Company paid or accrued total fees of $nil to a former director and officer, included in general and administrative costs (2024 - $15,000).
• During the period ended April 30, 2025, the Company incurred management fees of $9,750 to the former directors and officers (2024 - $54,000).
• During the three months ended April 30, 2025, the Company recognised stock-based compensation for former directors and officers of $71,250 (2024 - $24,952) related to the vesting of RSUs.
• During the three months ended April 30, 2025, the Company recognised stock-based compensation for current directors and officers of $36,196 (2024 - $nil) related to the vesting of RSUs.
• During the three months ended April 30, 2025, the Company assigned its 100% Membership interest in Elkhorn to a former director of the Company. Refer to the "Disposal of Subsidiary" section of this MD&A for more information.
• As at April 30, 2025, the Company owed a total of $7,500 to current directors and officers (January 31, 2025 - $nil).

NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS NOT YET EFFECTIVE

The following new standards, amendments to standards and interpretations are effective for annual periods beginning on or after January 1, 2025, and have not been early adopted in preparing these consolidated financial statements. None of these are expected to have a material effect on the consolidated financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

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.

NEW ACCOUNTING POLICIES

The accounting policies applied in the condensed consolidated interim financial statements for the three months ended April 30, 2025 are consistent with those disclosed in the Company's audited financial statements for the year ended January 31, 2025, except for the adoption of certain new accounting policies following the Company's change in business activities from a junior mineral exploration company to an investment issuer.

In connection with the completion of its Change of Business, the Company reassessed the relevance of its previous accounting policies and adopted additional policies to reflect its new business model. These include policies related to the recognition and measurement of digital currencies, financial instruments, and investments in associates. A summary of the newly adopted accounting policies is provided below. Readers are encouraged to refer to the Company's interim condensed consolidated financial statements for further detail.

Investments in Associates

Investments in associates are accounted for using the equity method. An associate is an entity over which the Company has significant influence but not control or joint control. Significant influence is the power to participate in the financial and operating policy decisions of the investee. Investments in associates are initially recognised at cost and subsequently adjusted to reflect the Company's share of the investee's post-acquisition profit or loss and other comprehensive income. Distributions received reduce the carrying amount of the investment. The investment is tested for impairment whenever indicators of impairment exist.

Intangible Assets – Digital Currencies

Digital currencies are identifiable, non-monetary assets without physical substance and are classified as intangible assets in accordance with IAS 38. Digital currencies are initially recognised at fair value on the acquisition date. Subsequently, the Company applies the revaluation model. Revaluations are performed at each quarter-end using prices from the most active exchanges or regulated benchmark indices.

• Increases in fair value are recognised in other comprehensive income ("OCI") and accumulated in equity under revaluation surplus, unless reversing a prior loss recognised in profit or loss.
• Decreases in fair value are recognised in profit or loss unless offset by prior revaluation surpluses for the same asset.
• Foreign exchange components follow the same recognition logic—gains or losses in OCI if the asset is revalued through OCI, or in profit or loss otherwise.

Digital currencies are considered to have indefinite useful lives and are not amortised. They are tested for impairment at least quarterly. Derecognition occurs upon disposal, with any resulting gains or losses recognised in profit or loss. Revalued balances are translated to Canadian dollars using period-end exchange rates.

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

Other than matters already disclosed in this MD&A there are no other proposed transactions.

FINANCIAL INSTRUMENTS AND RELATED RISKS

Classifications

The Company's financial assets and liabilities are classified as follows:

	April 30, 2025	January 31, 2025
Financial assets:
Fair value through profit and loss
Cash	$ 240,055	$ 415,562
Financial liabilities:
Amortised cost
Accounts payable	$ 182,350	$ 366,062
Loans payable	$ 254,352	$ -

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.

---

10

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 April 30, 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 April 30, 2024, 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 this risk by maintaining sufficient cash reserves, carefully timing discretionary expenditures and where practicable, retaining the ability to liquidate market-traded digital currencies.

At April 30, 2025, the Company held:

• Cash: $240,055 (January 31, 2025 – $415,562)
• Market-traded digital currencies: $1,468,287 (January 31, 2025 - $Nil)
• Current liabilities: $386,340 (January 31, 2025 – $1,010,828)

If required, a portion of the Company's digital currencies can usually be converted to fiat within one business day without materially affecting market prices. Management assessed liquidity risk as low at April 30, 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 April 30, 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 April 30, 2025, management considers its exposure to foreign currency risk to be low.

RISKS AND UNCERTAINTIES

The Company's business is that of an investment issuer 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 and as a result it may be exposed to a number of operational, financial, regulatory and other risks and uncertainties that are typical in the digital asset and emerging technology investment sectors. The Company is subject to various risks that could impact its financial condition and performance. In the current quarter, the most significant risks include:

• Digital asset price volatility, which may materially impact the fair value of the Company's holdings and overall net asset value;
• Regulatory uncertainty, both in Canada and internationally, particularly as it relates to cryptocurrencies, digital trading platforms, and investment classifications; and
• Dependence on external financing, which may limit the Company's ability to execute its growth strategy or sustain operations if market conditions deteriorate.

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. The Company encourages the reader of this report to refer to the Company's Annual Information Form filed under the Company's profile on SEDAR+ at www.sedarplus.ca on June 3, 2025 for a comprehensive discussion of risk factors relevant to its business model and investment activities.

---

1
11

OUTSTANDING SHARE CAPITAL DATA

Ordinary Shares

At the date of this MD&A, the Company has 70,174,006 common shares issued and outstanding. The Company has authorised an unlimited number of common shares without par value.

The following table summarises the changes in the number of common shares issued and outstanding from January 31, 2025, to the date of this MD&A:

January 31, 2025		24,441,945
Vesting of RSUs	March 13, 2025	250,000
Acquisition of 19% of GGL	April 25, 2025	7,953,489
Acquisition of cryptocurrencies	April 25, 2025	13,500,000
April 30, 2025		46,145,434
Non-brokered private placements	May 29, 2025	3,200,000
Acquisition of 81% of GGL	June 2, 2025	20,828,572
Shares issued at MD&A Date		70,174,006

Restricted Share Units ("RSUs")

The following table summarises the changes in RSUs outstanding from January 31, 2025 to the date of this MD&A:

January 31, 2025		69,298
Issue of RSUs to directors and officers	March 13, 2025	950,000
Vesting of RSUs to directors	March 13, 2025	(250,000)
Cancellation of RSUs to director	April 4, 2025	(69,298)
April 30, 2025		700,000
Issue of RSUs to director	May 5, 2025	200,000
Issue of RSUs to officer	May 7, 2025	500,000
RSUs in Issue at MD&A Date		1,400,000

All RSUs vest in eight equal quarterly installments over a two-year period from the date of grant.

Stock Options

At the date of this MD&A, the Company has 128,000 stock options outstanding (January 31, 2025: 320,250). After April 30, 2025 and prior to the date of this MD&A, 192,250 stock options were cancelled in accordance with the terms of their respective agreements.

Warrants

At the date of this MD&A, the Company has 545,000 share purchase warrants outstanding which was unchanged from January 31, 2025.