US Copper Corp — Management Reports 2026

Apr 10, 2026

US COPPER CORP

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING RESULTS FOR THE THREE MONTH PERIOD AND YEAR ENDED DECEMBER 31, 2025

INTRODUCTION

This management’s discussion and analysis (“MD&A”) has been prepared based on information available to US Copper Corp. (the “Company” or “US Copper”) as at April 10, 2026. The MD&A of the operating results and financial condition of the Company for the three month period and year ended December 31, 2025, should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the years ended December 31, 2025 and 2024. The accompanying audited consolidated financial statements have been prepared by management and are in accordance IFRS Accounting Standards (“IFRS”). All amounts are expressed in Canadian dollars unless otherwise noted. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. Additional information relating to the Company can be found on SEDAR at www.sedar.com.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This MD&A includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. In the event that the Company is able to acquire a suitable mining property, such risks and uncertainties include, but are not limited to, risks associated with the mining industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of the Company to obtain all permits, consents or authorizations required for its operations and activities; and health safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of US Copper to fund the capital and operating expenses necessary to achieve the business objectives of US Copper, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by the Company. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of the Company should not place undue reliance on these forward-looking statements.

Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.

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US COPPER CORP

CORPORATE OVERVIEW AND OUTLOOK

The shares of the Company are listed on the TSX Venture Exchange and trade under the symbol USCU. US Copper is a Canadian-based junior mining and exploration company incorporated under the Canada Business Corporations Act which currently has a 100% interest in an advanced mining exploration property in California, USA called the Moonlight Superior Project as well as holding a portfolio of exploration stage projects in Ontario, Canada and Nevada, USA.

The Moonlight Superior Project has a National Instrument 43-101 compliant resource of more than 2 billion pounds of copper in 3 copper deposits in NE California.

The copper deposits are part of a large Iron Oxide Copper-Gold system that covers 10 square miles across mountainous terrain. The property includes 2 old mines, Superior and Engels, that were in production in the 1920's yielding over 160 million pounds of copper at an average grade of 2.2% Copper. The Moonlight Deposit was discovered and drilled by Placer Amex during the 1960's.

US Copper picked up the property in 2013 and added to it in 2016. An updated Resource was prepared and released on November 25, 2024 (the "Updated MRE") (see Table 2 below) comprising an open-pit Indicated Resource of 402 million tons grading 0.31% Cu for total contained metal of 2.5 billion pounds of copper, representing a 99% increase in the Indicated Resource Category for contained copper from the 2018 Resource Estimate. This Updated MRE also includes an additional Inferred Resource of 64 million tons grading 0.31% copper for total contained metal of 394 million pounds of copper.

On January 6, 2025 a Preliminary Economic Assessment was prepared demonstrating the Moonlight-Superior Deposit was economic at US$4.15/lb copper yielding an after tax US$1.075 billion NPV at a 7% discount rate. (See news release of January 6, 2025) (the "Updated PEA") (see Table 1 below).

Details of the resources on US Copper's property and the parameters used to calculate them can be found in the "Preliminary Economic Assessment NI43-101 Technical Report on the Moonlight-Superior Project, Plumas County, California, USA with an effective date of December 16, 2024", on both the company's website at www.uscoppercorp.com or on www.sedarplus.ca under the US Copper profile.

The Company plans to continue to focus all its exploration and development activities on its Moonlight-Superior property in California and if conditions are favourable, seek to raise additional funds through a private or public offering of securities as required.

The Company's prospects are tied to the global demand for copper and the availability of financing to fund ongoing operations. The current price of copper had been increasing since March of 2020 and is currently trading above US$5.00/lb, well above the price used in the Company's Updated PEA of US$4.15/lb.

OBJECTIVES AND MILESTONES

The objectives of the Company is to advance the Moonlight-Superior property in California to the production stage.

COMPANY HIGHLIGHTS

• October 14, 2025, completed a private placement of 7,500,000 units at a price of $0.10 per unit for gross proceeds of $750,000 (the "Private Placement 1").

US Copper Corp.
Management Discussion and Analysis
Three month period and year ended December 31, 2025

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US COPPER CORP

• July 28, 2025, completed a private placement of 11,650,000 units at a price of $0.10 per unit for gross proceeds of $1,165,000 (the “Private Placement 2”).
• February 21, 2025, completed a private placement of 10,000,000 units at a price of $0.05 per unit for gross proceeds of $500,000 (the “Private Placement 3”).
• On January 5, 2025, the Company announced an Updated PEA demonstrating the Moonlight-Superior Deposit was economic at US$4.15/lb copper yielding an after tax US$1.075 billion NPV at a 7% discount rate.
• On November 25, 2024, the Company announced an Updated MRE comprising an open-pit Indicated Resource of 402 million tons grading 0.31% Cu for total contained metal of 2.5 billion pounds of copper, representing a 99% increase in the Indicated Resource Category for contained copper from our 2018 Resource Estimate. This Updated MRE also includes an additional Inferred Resource of 64 million tons grading 0.31% copper for total contained metal of 394 million pounds of copper.
• November 28, 2024, completed a private placement of 6,666,667 units at a price of $0.03 per unit for gross proceeds of $200,000 (the “Private Placement 4”).

RESULTS OF OPERATIONS

SELECTED ANNUAL INFORMATION

The following tables summarize selected annual financial data of the Company for three most recent years ended December 31, 2025, 2024 and 2023:

Year ended December 31,	2025	2024	2023
	$	$	$
Revenue	Nil	Nil	Nil
Operating Expenses	1,182,501	839,433	1,568,493
Net Loss	1,134,001	890,433	1,648,993
Loss Per Share	$0.01	$0.01	$0.01
Total Assets	1,711,749	105,741	703,868
Liabilities	49,460	168,228	69,782
Total Dividends Paid	Nil	Nil	Nil

SELECTED QUARTERLY INFORMATION

The following tables summarize selected quarterly financial data of the Company for the eight most recent quarters ended:

| | Q4
Dec 2025 | Q3
Sep 2025 | Q2
Jun 2025 | Q1
Mar 2025 |
| --- | --- | --- | --- | --- |
| | $ | $ | $ | $ |
| Expenses | 294,847 | 398,903 | 163,743 | 325,008 |
| Net loss | (280,847) | (398,903) | (184,743) | (269,508) |
| Net loss per share (basic and diluted) $ | (0.00) | (0.00) | (0.00) | (0.00) |
| | Q4
Dec 2024 | Q3
Sep 2024 | Q2
Jun 2024 | Q1
Mar 2024 |
| --- | --- | --- | --- | --- |
| | $ | $ | $ | $ |
| Expenses | 201,386 | 337,428 | 166,022 | 134,597 |
| Net loss | (206,386) | (352,678) | (172,772) | (158,597) |
| Net loss per share (basic and diluted) $ | (0.00) | (0.00) | (0.00) | (0.00) |

US Copper Corp.
Management Discussion and Analysis
Three month period and year ended December 31, 2025

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US COPPER CORP

OPERATIONAL REVIEW & RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED DECEMBER 31, 2025

Net loss for the three month period ended December 31, 2025 was $280,847 as compared to a loss of $206,386 in 2024. The increase in net loss is attributable to an increase in exploration and evaluation expenditures to $151,425 for the three month period ended December 31, 2025 compared to $133,490 in 2024. These expenses in 2024 and 2025 relate to costs associated with preparing Technical Reports.

The Company’s management and consulting fees for the three month period ended December 31, 2025 were $15,000 as compared to $15,000 in 2024. These costs are expected to be consistent in the upcoming quarters.

The Company’s Investors relations, promotion and travel expenses for the three month period ended December 31, 2025 was $83,759 compared to $34,128 in 2024.

YEAR ENDED DECEMBER 31, 2025

Net loss for the year ended December 31, 2025 was $1,134,001 as compared to $890,433 in 2024. The increase in net loss is attributable to an increase in share-based payments and investors relations, promotion and travel expenses offset by a decrease in exploration and evaluation expenditures to $366,274 for the year ended December 31, 2025 compared to $586,745 in 2024.

The Company’s Investors relations, promotion and travel expenses for the year ended December 31, 2025 was $366,895 compared to $90,981 in 2024. These fees increased due to marketing and investor relations efforts made by the Company to assist the Company in raising $2,415,000 in private placements for the year. These fees are expected to be decrease in the coming year.

The Company’s management and consulting fees for the year ended December 31, 2025 were $60,000 as compared to $60,000 in 2024. The Company’s professional fees for the year ended December 31, 2025 were $52,440 as compared to $51,000 in 2024. The Company’s office, general and administration expense for the year ended December 31, 2025 was an expense of $75,892 compared to $50,707 in 2024. These costs are expected to be consistent in the coming year.

The Company incurred share based payments expense during the year ended December 31, 2025 of $261,000 compared to $Nil for the same period in 2024. Share based payments expenses are recorded based on the valuation of options using the Black-Scholes model. The expense varies based on the number of options issued and/or vested in the period and the underlying assumptions used in the model.

MINERAL EXPLORATION PROPERTIES

None of the Company’s properties are at or near production. As at April 10, 2026, the Company had the following mineral properties under exploration:

Moonlight-Superior

Effective June 28, 2013, the Company purchased a 100% interest in the Superior Project, subject to an underlying production royalty, which included 132 unpatented mining claims and a lease on 36 patented claims in Plumas County, California for $50,000. The conditions of the lease include an annual lease

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025 Page 4 of 19

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US COPPER CORP

payment of US$20,000 per year and an annual work obligation of US$25,000. The Company has a right to purchase the leased patented claims for US$10,000,000, and if purchased, the leased patented claims will be subject to a minimum annual net smelter royalty payment schedule of US$600,000 per year to replace the current annual lease payment until the agreement is terminated or it reaches the capped net smelter return of US$25,000,000, subject to CPI adjustments.

During the year ended December 31, 2015, the Company restaked the area in a more efficient way resulting in title to 47 unpatented claims. During the year ended December 31, 2016, the Company staked 57 additional claims. In addition, during the year ended December 31, 2018, the Company staked an additional 6 claims adjacent to the Superior Mine and an additional 35 new federal mining claims adjacent to the Engels Mine.

On February 26, 2016, the Company entered into an agreement with Canyon Copper Corp (“Canyon”) to acquire a 100% interest in the Moonlight Property (the “Agreement”), subject to an underlying production royalty. Under the terms of the Agreement US Copper acquired a 100% interest in the Moonlight Property for consideration of $375,000 and 2,750,000 common shares of the Company as follows:

• Cash Payments: $5,000 due on signing (paid), $20,000 due on or before June 1, 2016 (paid); and $350,000 (Paid in February 2018) due on or before March 4, 2019.
• Common Share Issuances: 2,000,000 common shares on or before 5 days after TSXV approval, which was received on March 4, 2016 (issued with a fair market value of $140,000), 750,000 common shares on or before 5 days after 1st anniversary of TSXV approval if the final payment has not yet been paid (issued with a fair market value of $60,000).

In addition, the advanced royalty holders, being Lester Storey and Metamin Enterprises Inc., (the “Advanced Royalty Holders”) have approved the following: (i) elimination of the advanced royalty payments, (ii) an increase in each of the Advance Royalty Holder’s net smelter returns from 1.0% to 1.25%, in exchange for the issuance of 300,000 common shares of the Company to each of the Advance Royalty Holders (issued with a fair market value of $42,000).

During the year ended December 31, 2020, the Company elected to not renew 75 unpatented claims. During the year ended December 31, 2021, the Company re-staked 47 unpatented claims. During the year ended December 31, 2024, the Company elected to not renew 58 unpatented claims. During the year ended December 31, 2025, the Company staked a total of 54 unpatented claims. As at December 31, 2025, the Company holds a total of 325 (2024 – 271) unpatented claims and a lease on 36 (2024 – 36) patented claims.

On January 5, 2025, the Company announced an Updated PEA demonstrating the Moonlight-Superior Deposit was economic at US$4.15/lb copper yielding an after tax US$1.075 billion NPV at a 7% discount rate. More information can be found in the "Preliminary Economic Assessment NI43-101 Technical Report on the Moonlight-Superior Project, Plumas County, California, USA with an effective date of December 16, 2024" (the "Technical Report"), on both the company’s website at www.uscoppercorp.com or on www.sedarplus.ca under the US Copper profile. Highlights of the Updated PEA is summarized in Tables 1-6 below. The Technical Report was prepared by Terre Lane, of Global Resource Engineering, Denver, Colorado (“GRE”). Ms. Lane is independent of US Copper Corp. The Technical Report was prepared in accordance with NI43-101.

On November 25, 2024, an Updated MRE was completed comprising an open-pit Indicated Resource of 402 million tons grading 0.31% Cu for total contained metal of 2.5 billion pounds of copper, representing a 99% increase in the Indicated Resource Category for contained copper from our 2018 Resource Estimate. This

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

Updated MRE also includes an additional Inferred Resource of 64 million tons grading 0.31% copper for total contained metal of 394 million pounds of copper.

Key assumptions reflected in the Updated MRE are detailed below for each deposit and are further described in the Technical Report.

This estimate is supported by more than 200,000 feet of historic drilling on the Project, conducted by Placer Amex, US Copper, and 3 other junior exploration companies, as well as a resampling and database validation program undertaken by the Company.

Mineral Resource Estimate Summary

GRE initially calculated a new mineral resource for the property that included three different drill programs over the past three years and is summarized below:

Table 1: Moonlight Superior Mineral Resource Estimate
	Mass (million tons)	Cu Grade (%)	Cu Content ('000 lb)	Ag Grade (ppm)	Ag Content (troy oz.)	Au Grade (ppm)	Au Content (troy oz.)
Indicated
Total	402.83	0.31	2,533,771	1.85	21,692,531	0.012	140,042
Inferred
Total	64.59	0.31	394,199	0.77	1,448,154	0.005	9,440

Notes:
1. The effective date of the Mineral Resource is December 16, 2024.
2. The Qualified Person for the Mineral Resource Estimate is Terre Lane of GRE.
3. Mineral resources are reported at a 0.16% Cu cutoff for oxide and transition material and at a 10.45 NSR cutoff for sulfide material. The oxide and transition cutoff is calculated based on a long-term copper price of US$4.00/lb; assumed combined operating costs of US$7.50/ton (process and G&A); metallurgical recovery of 75% for copper. The sulfide cutoff is calculated as the breakeven NSR, which is equal to the combined process and G&A costs for the sulfide material.
4. Mineral resources are captured within an optimized pit shell and meet the test of reasonable prospects for economic extraction by open pit. The optimization used the same mining costs of US$2.35/ton mined and a 45° pit slope.
5. Rounding may result in apparent differences when summing tons, grade, and contained metal content.

Based on the current resource estimates for the Property, the study envisions a mine life of 14 years, producing 903,000 short tons of copper (Cu), 12,000,000 oz of silver (Ag), and 63,000 oz of gold (Au). The oxide and transition mineralization would produce 81,500 short tons of Cu from the heap leach facilities, and the sulfide mineralization would produce 822,000 short tons of Cu and all of the Ag and Au from the flotation facilities. The distribution of mineralization by resource area is summarized in Table 2.

Table 2: Moonlight-Superior Project Distribution of Mineralization by Resource Area

Pit	Mineralized Tons	Cu Tons Recovered Sulfide	Cu Tons Recovered Oxide	Cu Tons Recovered Transition	Ag oz Recovered	Au oz Recovered
Engels	18,410,546	44,174	14,588	23,325	1,473,025	11,130
Moonlight	169,941,219	429,401	3,093	40,510	8,367,301	42,039
Superior	116,015,916	321,272	-	-	2,194,165	10,078

US Copper Corp.

Management Discussion and Analysis

Three month period and year ended December 31, 2025

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US COPPER CORP

Lamb's Ridge	1,018,666	3,346	-	-	-	-
Copper Mountain	9,226,645	23,734	-	-	-	-
Total	314,612,992	821,926	17,681	63,834	12,034,491	63,246

Mining Methods

Mine Plans for the resource areas were designed and planned using conventional open pit mining methods. The open pit areas are suitable for phased designs.

The mine plan is designed to deliver an average of 60,000 tons of sulfide material to the mill per day and 10,000 tons of oxide and transition material to the heap leach per day. The average daily waste production rate over the life of the mine would be 73,000 tons per day. Waste rock would be placed in waste rock storage facilities near each pit area. This study contemplates constructing flotation facilities for sulfide mineralization and heap leach facilities for oxide mineralization.

As is required under United States environmental laws, full site remediation is integral to the Mine Plan.

Key Economic Results

The project economics shown in the PEA are favorable, providing positive Net Present Value (NPV) values as tested over a range of copper grades, copper prices, capital costs, and operating costs.

Table 3: Moonlight-Superior Copper Project Key Economic Results
Economic Measure	Value
After Tax NPV @ 7% (millions)	$1,075
IRR	23%
Initial Capital (millions)	$956
Payback Period (year)	5.3
All-in Sustaining Cost ($/lb Cu Produced)	$2.51

Key Cost and Price Assumptions

Table 4: Moonlight-Superior Copper Project Capital Cost Summary
Item	Total ($millions)
Mine Equipment	$218.17
Process	$611.54
Infrastructure	$117.35
G&A	$101.72
Working	$36.12
Sustaining	$9.27
Contingency	$218.83
Total	$1,313.00

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

Table 5: Moonlight-Superior Copper Project Operating Cost Summary
Item	Total Operating Cost ($millions)	Unit Operating Cost	Unit
Mining	$899	$1.51	$/ton mined
Processing – Sulfides	$1,520	$5.24	$/ton processed
Processing – Oxides and Transition	$215	$8.74	$/ton processed
Rehandle	$85	$0.75	$/ton processed
G&A	$108	$0.34	$/ton processed
Contingency	$283	$0.90	$/ton processed
Total	$3,111

Commodity price and recovery assumptions:

• Copper price of $4.15/lb, based on using a weighted average of the 3-year trailing average copper price and the 1-year futures price, calculated as: 60% x 3-year trailing average price of $4.06/lb + 40% x 1-year futures price of $4.30/lb
• Silver price of $27.40/oz, based on using a weighted average of the 3-year trailing average silver price and the 1-year futures price, calculated as: 60% x 3-year trailing average price of $24.19/oz + 40% x 1-year futures price of $32.26/oz
• Gold price of $2,320/oz, based on using a weighted average of the 3-year trailing average gold price and the 1-year futures price, calculated as: 60% x 3-year trailing average price of $2,015/oz + 40% x 1-year futures price of $2,779/oz
• Sulfide material mineral recoveries of: 90.2% for copper, 80.4% for silver, and 71.0% for gold
• Heap leach mineral recoveries of: 75% for oxide material copper and 60% for transition material copper
• Leach recovery delay as follows: 60% of the final recovery during the first year on the heap, 30% recovered in the second year on the heap, and 10% recovered during the third year on the heap

Sensitivity Analysis

GRE evaluated the after-tax NPV@7% sensitivity to changes in copper price, copper grade, capital costs, and operating costs. The results indicate that the after-tax NPV@7% is most sensitive to copper price and copper grade and moderately sensitive to operating cost and capital cost (see Figure 2).

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

Figure 1 – Moonlight-Superior Project NPV@7% Sensitivity to Varying Copper Price, Copper Grade, Capital Costs, and Operating Costs

Table 6: NPV@7% and IRR at Specific Copper Prices

Parameter	Copper Price
	$4.00	$4.50	$5.00	$5.50
NPV@7%	$935	$1,394	$1,847	$2,291
IRR	21%	27%	32%	37%

Qualified Person

The scientific and technical content of this MD&A has been reviewed and approved by George Cole, M.Sc., Director of US Copper who is a “Qualified Person” as defined in NI 43-101 Standards of Disclosure for Mineral Projects. George Cole is a Registered Professional Geologist through AIPG (CPG-11687).

US Copper Corp. Management Discussion and Analysis
Three month period and year ended December 31, 2025

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US COPPER CORP

Recent Drilling Information

Table 8: Summary of drill hole data

Engels Oxide Assays - 2023					Sequential copper assays
				Total	Leach Soluble Copper
					Total*	Sulfuric acid	Cyanide
				Copper	Leachable	Leachable	leachable
DH#	from	to	Interval (ft)	%	%	%	%
23-ERC-01	0	200	200	1.14	1.06	0.45	0.62
Incl	80	140	60	2.05	1.95	0.77	1.18
23-ERC-06	0	220	220	0.31	0.26	0.19	0.07
Incl	0	100	100	0.50	0.44	0.38	0.06
	0	20	20	0.23	0.13	0.07	0.06
23-ERC-08	0	240	240	0.47	0.41	0.30	0.11
Incl	0	80	80	0.63	0.54	0.40	0.14
Incl	160	240	80	0.70	0.64	0.46	0.18
23-ERC-09**	0	280	255	1.20	1.06	0.91	0.14
23-ERC-10**	0	215	205	0.84	0.68	0.07	0.62
Incl	160	215	55	3.03	2.47	0.22	2.26
23-ERC-11	0	445	445	0.17	0.13	0.05	0.08
Incl	0	40	40	0.95	0.59	0.39	0.20
Incl	160	200	40	0.78	0.65	0.20	0.45
Incl	320	360	40	1.43	1.30	0.28	1.02
23-ERC-12	0	400	400	0.32	0.25	0.16	0.09
Incl	0	100	100	0.76	0.53	0.33	0.20
Incl	220	240	20	1.67	1.55	1.31	0.24
23-ERC-13	0	185	180	0.83	0.76	0.22	0.53
Incl	40	120	80	0.43	0.40	0.29	0.12
Incl	125	185	60	1.90	1.72	0.28	1.44
23-ERC-14**	0	400	375	0.63	0.57	0.45	0.12
Incl	50	160	110	1.02	0.90	0.75	0.16
Incl	175	300	125	0.61	0.56	0.42	0.14
23-ERC-15	5	400	395	0.85	0.75	0.41	0.33
Incl	5	140	135	1.00	0.84	0.66	0.18
Incl	220	280	60	2.28	2.10	0.74	1.36

(* Total leachable copper is the total of the sulfuric acid recovery and the cyanide recovery;
** void spaces associated with former workings are excluded from interval)

In 2020, the Company designed two drill programs at both the Superior and Engels deposits of the Moonlight-Superior property to define higher grade starter pits that will improve the economics of our recent Moonlight PEA. In 2020 and 2021, the Company raised funds to complete the drill program as outlined in its August 11, 2020 press release. Seven holes were drilled in the summer of 2021 and the results from all 7 holes met or exceeded expectations including:

1. Verifying 50-year-old historic drill results.
2. Quantifying silver and gold credits, Copper-equivalent grade increased by approximately 11% (8.2% – 14.4%).

US Copper Corp.
Management Discussion and Analysis
Three month period and year ended December 31, 2025

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US COPPER CORP

1. Supporting the presence of higher-grade ore within the Superior deposit that can potentially be used to feed the Moonlight plant during early the production years to improve Project economics.

Table 9: Summary of drill hole data

DH#	From (ft)	To (Ft)	Interval (ft)	Cu %	Ag opt	Au opt	CuEquiv	Comments
S21-7	594.6	785.0	190.4	0.51	0.121	0.0006	0.556	Hit stope @ 1060'
S21-6	190.0	318.0	128.0	0.490	0.106	0.0005	0.530
and	413.0	496.0	83.0	0.43	0.152	0.0009	0.492
S21-5	103.0	178.0	75.0	0.367	0.126	0.0007	0.417
S21-4	462.0	556.7	94.7	0.537	0.141	0.0008	0.593
S21-3	349.9	398.6	48.7	0.478	0.137	0.0008	0.533	Hit stope
S21-2	328.0	402.9	74.9	0.435	0.118	0.0005	0.478	Twin of S29
S21-1	118.0	287.4	169.4	0.514	0.128	0.0006	0.562	Twin of S47

CuEq = Cu% + ((Au opt31.1035/10,000) Au$/lb/Cu$/lb)) + ((Ag opt31.1035/10,000) *Ag$/lb/Cu$/lb))

The Company plans to continue to advance the development of the Moonlight-Superior project.

Timore

The Company owns a 100% interest in patented claims covering 1 property near Timmins, Ontario and 1 property near Red Lake, Ontario. The properties are subject to a 3% net smelter royalty ("NSR"), one half of which can be purchased for $1,000,000.

Subsequent to December 31, 2025, and on February 12, 2026, the Company optioned the Property to Rockland Resources Ltd. ("RKL") for consideration of 750,000 common shares in the capital of RKL ("RKL Shares"), payable as follows:

• upon signing the Agreement and after all regulatory approvals (the "Closing Date"), RKL will issue 250,000 MINK Shares (received – March 9, 2026); and
• on or before 12 months from the Closing Date, RKL will issue 500,000 RKL Shares.

In the event that RKL does not complete any of the above compensation, the Property and all consideration received to date would remain with the Company.

The Timore properties are gold prospects.

Black Warrior

On May 20, 2008, the Company acquired a 100% interest in 2 patented claims for US$25,000.

The Black Warrior properties are silver prospects.

Warren Whiteside

On January 29, 2008, the Company acquired a 100% interest in 14 patented mining claims in Whiteside Township in Ontario (the "Warren Properties") by a payment of a deposit of $5,000 on December 18, 2007, the payment of $45,000 and the issuance of 500,000 pre-consolidation common shares of the Company valued at $100,000. The vendors retain a 1.5% NSR on the Warren Properties, of which the Company has the option to purchase half for $1,000,000.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

On June 13, 2023, the Company optioned the Property to MINK for consideration of 1,500,000 common shares in the capital of MINK ("MINK Shares"), 250,000 MINK warrants exercisable at a price of $0.25 for three years ("MINK Warrants") and exploration expenditures, payable as follows (the "Transaction"):

• upon signing the Agreement and after all regulatory approvals (the "Closing Date"), MINK will issue 250,000 MINK Shares (received – July 4, 2023, fair market value on the date of the closing of $38,750) and 250,000 MINK Warrants (received – July 4, 2023, fair market value on the date of the closing of $21,000, calculated using the Black-Scholes option pricing model with the following assumptions: expected life – 3 years, dividend yield – 0%, risk-free interest rate – 4.26%, exercise price – $0.25, market price on date of issue – $0.155 and expected volatility – 100%);
• on or before 21 months from the Closing Date, MINK will issue 750,000 Mink Shares (received – February 18, 2025, fair market value on the date of the closing of $41,250);
• On or before the first anniversary of the Closing Date, MINK must incur and fund exploration expenditures of not less than $150,000 (completed); and
• On or before 21 months from the Closing Date, MINK must incur and fund further exploration expenditures of not less than $150,000 (completed), which shall include expenditures incurred in completing not less than 500 metres of drilling.

During the year ended December 31, 2025, MINK completed all remaining requirements related to its 100% earn-in on the option Transaction and the Company transferred ownership of the property to MINK.

The Warren Whiteside properties are copper-nickel prospects.

LIQUIDITY

Operating Activities

Cash flow used by operating activities during the year ended December 31, 2025 was $1,084,511 compared to cash flow used of $733,811 during the same period in 2024.

Financing Activities

During the year ended December 31, 2025, cash flow provided in financing activities was $2,597,777 (2024 – $193,860) mainly as a result of 29,150,000 (2024 – 6,666,667) shares issued through private placements for net cash proceeds after share issuance costs of $2,366,237 (2024 – $193,860), 3,330,000 (2024 – Nil) shares issued as a result of warrant exercises for cash proceeds of $213,800 (2024 – $Nil) and 75,000 (2024 – Nil) shares issued as a result of option exercises for cash proceeds of $7,500 (2024 – $Nil). These financings were completed to allow the Company to acquire and advance its mineral exploration projects.

Liquidity Outlook

US Copper had cash and cash equivalents of $1,554,341 available as at December 31, 2025, an increase of $1,513,266 from the balance at December 31, 2024 of $41,075.

The current cash as at December 31, 2025, plus the $277,500 received from warrant and option exercise subsequent to December 31, 2025, will be used to pay existing liabilities, continue exploration programs at US Copper's Moonlight-Superior property in California as well as for general working capital purposes and other property commitments. The Company will look to complete private placement financings or the sale of mineral property assets to help fund ongoing operations in 2026, if necessary.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

Notwithstanding success to date in acquiring equity financing on acceptable terms, there is no guarantee of obtaining future equity financings or on what terms any such equity capital may be available to the Company and, as such, alternative funding programs are also being pursued by the Company.

The Company must utilize its current cash reserves, funds obtained from the exercise of options and warrants, if any, and other financing transactions to maintain the Company's capacity to meet working capital requirements, and ongoing discretionary and committed exploration programs, and to fund any further development activities. The Company anticipates that it will raise additional capital when and if the opportunity arises.

The Company believes that it will be able to raise funds in the short-term. Management will monitor the current market situation and make prudent business decisions as they are required.

OFF STATEMENT OF FINANCIAL POSITION TRANSACTIONS

During the years ended December 31, 2025 and 2024, there were no off statement of financial position transactions. The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk.

PROPOSED TRANSACTIONS

None

CONTINGENCIES AND COMMITMENTS

Outside of annual lease and property tax payments on the Company's mineral properties, there are no outstanding contingencies or commitments on the exploration properties as of the date of this MD&A. See Note 10 to the audited consolidated financial statements for the years ended December 31, 2025 and 2024 for more detailed disclosure regarding possible contingencies or commitments.

RELATED PARTY DISCLOSURES

Certain corporate entities and consultants that are related to the Company's officers and directors provide consulting and other services to US Copper. All transactions were conducted in the normal course of operations and are measured at the exchange amount as follows:

As at December 31,	2025	2024
Amount included in trade and other payables, due to directors and/or officers	$ -	$ 9,000

Amounts due to directors and officers are non-interest bearing and have no set terms of repayment.

Transactions during the year ended December 31,	2025	2024
Balances:
Short-term benefits	$ 60,000	$ 60,000
Share-based payments	101,000	-
Total compensation paid to key management	$ 161,000	$ 60,000

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

During the year ended December 31, 2025, an officer and director of the Company participated in the Company's private placements as described in Note 12 (a) and subscribed for 115,000 units (2024 - 626,667), for total gross proceeds to the Company of $5,750 (2024 - $18,800).

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements using accounting policies consistent with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the financial statements. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to valuation of deferred income tax amounts and the calculation of share-based payments and warrants. Significant estimates and judgments made by management in the preparation of these financial statements are outlined below:

Calculation of share based payments and warrants

The Black-Scholes option pricing model is used to determine the fair value for share based payments and warrants and utilizes subjective assumptions such as expected price volatility and expected life of the option or warrant. Discrepancies in these input assumptions can significantly affect the fair value estimate.

Income taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Going concern assumption

Going concern presentation of the consolidated financial statements assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Functional currency

The Company's management is required to make judgments as to the currency of the primary economic environment in which an entity operates to determine the functional currency of the entity. The Company has determined that the functional currency of the parent company and its Canadian and US subsidiaries is the Canadian dollar.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Fair Value of Financial Assets and Liabilities

The Company’s financial instruments comprise cash and cash equivalents, marketable securities and trade and other payables.

Marketable securities are classified as fair value through profit and loss (“FVTPL”), which are measured at fair value. Fair value of marketable securities and investments are determined based on bid-ask spread at each reporting date and is categorized as Level 1 measurement under the fair value hierarchy. Cash and cash equivalents are classified for accounting purposes as loans and receivables, which are measured at amortized cost which approximates fair value due to their short-term nature. Trade and other payables are classified for accounting purposes as other financial liabilities, which are measured at amortized cost which also approximates fair value due to their short-term nature.

The fair value hierarchy has the following levels:

• Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level two includes inputs that are observable other than quoted prices included in level one.
• Level three includes inputs that are not based on observable market data.

Financial Instrument Risk Exposures

It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from its financial instruments and that their fair values approximate their carrying value unless otherwise noted. Fluctuation in currency exchange rates, principally the Canadian/US dollar exchange rate, can impact the Company’s earnings and cash flows.

ADDITIONAL DISCLOSURE FOR VENTURE COMPANIES WITHOUT SIGNIFICANT REVENUE

Year Ended December 31,		2025	2024
Evaluation and exploration expenditures in the year
Taxes and annual lease payments	$	138,025	$ 117,195
Property dispositions		(41,250)	-
Assaying		3,089	9,864
Technical reports		91,102	275,179
Travel, equipment rental and other		79,080	50,927
Consulting		96,228	133,580
	$	366,274	$ 586,745

DISCLOSURE OF OUTSTANDING SHARE DATA

The following table sets forth information concerning the outstanding securities of the Company as at April 10, 2026:

Common Shares of no par value	Number
Shares	156,626,294
Warrants	30,736,667
Options	10,175,000

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

See Note 12 to the audited consolidated financial statements for the years ended December 31, 2025 and 2024 for more detailed disclosure of outstanding securities data.

RISKS AND UNCERTAINTIES

Business Risk

There are numerous business risks involved in the mineral exploration industry, some of which are outlined below. The Company may not always own 100% of the mineral claims, concessions, rights or other interests. Similarly, any non-compliance with or non-satisfaction of the terms of an option agreement by the Company could affect its ability to exercise the option and earn its interest in the claims, concessions and assets relating to mineral properties.

Mining claims, concessions or other interests may not include surface rights and there can be no assurance that the Company will be successful in negotiating long-term surface rights access agreements in respect of the properties. Failure to obtain surface rights could have an adverse impact on the Company's future operations.

The Company's current or future operations, including exploration and evaluation activities, are subject to environmental regulations which may make operations not economically viable or prohibit them altogether.

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management, outside contractors, experts and other advisors. Investors must be willing to rely to a significant degree on management's discretion and judgment, as well as the expertise and competence of the outside contractors, experts and other advisors. The Company does not have a formal program in place for succession of management and training of management. The loss of one or more of the key employees or contractors, if not replaced on a timely basis, could adversely affect the Company's operations and financial performance.

Additional Capital

The exploration activities of the Company may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration and evaluation of any of the Company's properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financings will be favourable to the Company. In addition, low commodity prices may affect the Company's ability to obtain financing.

Commodity Price Risk

The price of the common shares in the capital the Company, its financial results, exploration and evaluation activities have been, or may in the future be, adversely affected by declines in the price of copper and/or other metals. Copper, gold, silver and other commodity prices fluctuate widely and are affected by numerous factors beyond the Company's control, such as the sale or purchase of commodities by various central banks, financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, international supply and demand, speculative activities and increased production due to new mine developments, improved mining and production methods and international economic and political trends. The Company's revenues, if any, are expected to be in large part derived from mining and sale of precious and base metals or interests in properties related thereto. The effect of these factors on the price of precious and base metals, and therefore the economic viability of any of the Company's exploration projects, cannot accurately be predicted.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

Acquisition

The Company uses its best judgment to acquire mining properties for exploration and evaluation. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable agreements, including arrangements to finance the acquisitions and evaluation, or integrate such opportunity and their personnel with the Company. The Company cannot assure that it can complete any acquisition that it pursues or is currently pursuing, on favourable terms, or that any acquisition completed will ultimately benefit the Company.

Political Risk

All of the Company’s properties are located in Canada and the United States of America. Accordingly, the Company is subject to risks normally associated with exploration for and evaluation of mineral properties in these countries. The Company’s mineral exploration activities could be affected in varying degrees by such political instability, aboriginal land claims and government regulation relating to foreign investment and the mining business. Operations may also be affected in varying degrees by terrorism, military conflict or repression, crime, extreme fluctuations in currency rates and high inflation.

Interest Rate Risk

The Company is not exposed to interest rate risk due to the short-term nature of its financial instruments.

Equity Price Risk

Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company’s maximum exposure to fair value fluctuations as at December 31, 2025 is the fair value of marketable securities. The Company's other financial instruments (cash and cash equivalents and trade and other payables) are not subject to equity price risk.

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had current assets of $1,693,773 (2024 - $83,265) and current liabilities of $49,460 (2024 - $168,228). The Company’s trade and other payables are subject to normal trade terms. As at December 31, 2025, the Company had working capital of $1,644,313 (2024 - working capital deficiency of $84,963).

Foreign Currency Risk

The Company’s management is required to make judgments as to the currency of the primary economic environment in which an entity operates to determine the functional currency of the entity. The Company has determined that the functional currency of the parent company and its Canadian and US subsidiaries is the Canadian dollar.

Environmental and Permitting

All aspects of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations, among other things, mandate the maintenance of air and water quality standards, land reclamation, transportation, storage and disposal of hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025 Page 17 of 19

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US COPPER CORP

Competition

The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than the Company. Competition in the mining business could adversely affect the Company’s ability to acquire suitable producing properties or prospectus for mineral exploration in the future.

Internal Control over Financial Reporting

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

ADDITIONAL INFORMATION

Additional information is accessible at the Company’s website www.uscoppercorp.com or through the Company’s public filings at www.sedarplus.ca.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company's consolidated financial statements are the responsibility of the Company's management, and have been approved by the Board. The consolidated financial statements were prepared by the Company’s management in accordance with IFRS. The consolidated financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the consolidated financial statements are presented fairly in all material respects.

The Company has designed appropriate internal controls over financial reporting (“ICFR”) for the nature and size of the Company’s business, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

The Company’s ICFR are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with applicable IFRS. ICFR should include those policies and procedures that establish the following interrelated, non-discrete results:

• maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of the Company’s assets;
• reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS;
• receipts and expenditures are only being made in accordance with authorizations of management and the Board; and
• reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

There have been no changes in ICFR during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

US Copper Corp. Management Discussion and Analysis Three month period and year ended December 31, 2025

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US COPPER CORP

MANAGEMENT'S RESPONSIBILITY

Management is responsible for all information contained in this MD&A. The audited consolidated financial statements have been prepared in accordance with IFRS and include amounts based on management's informed judgments and estimates. The financial and operating information included in this MD&A is consistent with that contained in the audited consolidated financial statements in all material aspects.

Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate and assets are safeguarded.

The Audit Committee has reviewed the audited consolidated financial statements with management. The Board of Directors has approved these audited consolidated financial statements on the recommendation of the Audit Committee.

US Copper Corp. Management Discussion and Analysis
Three month period and year ended December 31, 2025