Viscount Mining Corp. — Management Reports 2025

Apr 29, 2025

QUARTERLY HIGHLIGHTS

VISCOUNT MINING CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2025

OVERVIEW AND INTRODUCTORY COMMENT

Viscount is a project generator and an exploration company with a portfolio of silver and gold properties in the Western United States, including Silver Cliff in Colorado and Cherry Creek in Nevada.

The Silver Cliff property in Colorado lies within the historic Hardscrabble Silver District in the Wet Mountain Range, Custer County, south-central Colorado. It is located 44 miles WSW of Pueblo, Colorado, and has year-around access by paved road. The property consists of 929.6 hectares high grade silver, gold and base metal production came from numerous mines during the period 1878 to the mid 1900’s. The property underwent substantial exploration between 1967 and 1984.

The property is interpreted to encompass a portion of a caldera and highly altered sequence of tertiary rhyolitic flows and pyroclastic units which hosts the potential metal deposits. Drilling in the 1980s by Tenneco resulted in a pre-feasibility study on which basis it was planned to bring the property to production. The plan was abandoned following the takeover by another company.

Viscount completed a drill program at Silver Cliff to expand the ACS 2018 resource estimate. The resource estimate was completed by the Company who retained Mr. Harald Hoegberg to update the mineral resource estimate conducted by Arseneau Consulting Services (ACS) in 2018 on the Kate Silver Resource (KSR), determined based on the work completed that the Kate deposit contains an Indicated and Measured Mineral Resource averaging 71 grams of silver per tonne for 10,275,000 ounces of silver and Inferred Mineral Resource averaging 52 grams of silver per tonne for 14,215,000 ounces of silver.

The Cherry Creek Property focus is on the exploration in the immediate vicinity of an area commonly known as the Cherry Creek Mining District, located approximately 50 miles north of the town of Ely, in White Pine County, Nevada.

Cherry Creek consists of 578 unpatented and 41 patented claims as well as mill rights and is comprised of more than 5090.19 hectares. Cherry Creek includes more than 20 past producing mines including Blue Bird, Chance Mine, Filmore, Last Chance, Star, Exchequer/ New Century Mine, TiCup and Motherlode mines and other promising targets.

This MD&A contains forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from those discussed in forward-looking statements as a result of various factors, including those described under “Forward-Looking Information”.

This MD&A is dated April 29, 2025 and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes for the period ended February 28, 2025, and the Company’s audited consolidated financial statements for the year ended August 31, 2024, and the related notes thereto.

Additional information relevant to the Company and the Company’s activities can be found on SEDAR+ at www.sedarplus.ca, and/or on the Company’s website at www.viscountmining.com.

MAJOR INTERIM PERIOD OPERATING MILESTONES

The Company has completed its drill program at Cherry Creek and is awaiting results. Company Geologists are working on targets and models to best outline potential targets at Silver Cliff. The goal at Silver Cliff is to take the recommendations in the revised NI 43-101 resource to further expand the potential resource. In addition, the Company has currently commenced a drill program to test mineralization at the Passiflora. At Cherry Creek, the Company will

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continue with understanding its existing structures and expanding on the known areas of mineralization uncovered thus far and plan future drill programs.

Cherry Creek, Nevada:

Viscount Mining Corp. has entered into an exploration earn-in agreement (the “Agreement”) with a wholly owned subsidiary of Centerra Gold Inc. (“Centerra”) for the Cherry Creek project.

The planned drill program was completed in December 2024 and assay results are forthcoming. The program is two specific targets.

The first target is an area with a large soil and rock sample molybdenum and gold geochemical anomaly. The area is underlain gold bearing jasperoid which occurs along the upper and lower contact of the Eureka Quartzite. Jasperoids are iron rich silicious bodies that form when silica floods into a susceptible host rock or contact along with hydrothermal fluids related to a potentially mineralizing event. Not all jasperoids are mineralized, but they are a good indication of mineralization nearby or at depth.

The magnetic anomaly of the first target is dipping moderately to the east and may represent a magnetic dike or porphyry related to the large Eocene age pluton that underlies the entire Cherry Creek mining district. The combined magnetic and molybdenum anomalies area are suggestive of a mineralized porphyry at depth. A porphyry in this area could be the engine driving the silver plus base metal veins, CRD occurrences, and Carlin type gold mineralization in the district.

The second target is to test the continuation of the mineralized Exchequer Fault zone where it extends into the southwest part of our property. The Exchequer Fault is a through-going, deep seated, northeast trending structure that likely served as a plumbing system for the main Cherry Creek district. It has several parallel subsidiary faults, and splays that widen its footprint. These features are likely the source for the gold mineralization on claims to the southwest of Cherry Creek.

Approximately seven Reverse Circulation (RC) drill holes, for 1,500 meters was completed.

Silver Cliff, Colorado

Kate Silver Resource:

On April 20, 2023, the Company released an independent, updated mineral resource estimate in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. The resource estimate was completed by Viscount Mining Corp. (Viscount) who retained Mr. Harald Hoegberg to update the mineral resource estimate conducted by Arseneau Consulting Services (ACS) in 2018 on the Kate Silver Resource (KSR), a deposit located on Viscount’s Silver Cliff property, just north of the town of Silver Cliff, in Custer County, Colorado. This NI 43-101 demonstrates a major expansion of the open pit (OP) mineralization at the Kate. Based on the recommendations contained in the NI 43-101, Viscount is a currently in the process of mapping the upcoming drill program to continue to advance the Kate Deposit.

Passifloria:

Based on Titan survey at Passifloria, the main body of the conductive anomaly starts at a depth of ~450m and continues another ~1.5km, maybe deeper (this was the extent of the MT survey depth capability). The length of the anomaly is ~1.4km in the SW-NE direction with a width of at least 700m and an open interpretation to the untested NW. This represents a total volume of over 665,000,000m³ as determined by Quantec.

As verified by Quantec geoscientists, a deposit with this large-scale size and this high of a conductivity (extremely low resistivity) is likely explained by a huge system of interconnected fractures mineralized with a highly conductive metal such as gold, silver, or copper.

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During drilling activities on the first deep Passiflora core hole (see news release March 20, 2025) our field geologists observed compelling geological features that suggest a potential for valuable deposits in copper porphyry systems.

While drilling between 450m and 970m depth, the team began to suspect that alteration types typically found in copper porphyry systems might have been overprinted—an indication of a complex and potentially significant mineralization process. To investigate this further, six thin sections were prepared from core samples within this depth range. These thin sections reinforce the original hypothesis that this is a potential copper porphyry.

The analysis of these thin sections revealed intriguing findings, confirming the presence of overprinting. Minerals that are typically associated with distinct alteration types were found in close association with one another. Notably, Biotite was noted at 125 m and Argillic alteration was encountered below the overburden, and around 200m it seems to change to phyllic alteration. Sphalerite was noted tentatively at 213m but more confidently further down the hole. Chalcopyrite was first identified at 465m. Chalcopyrite is a brass-yellow mineral with a chemical composition of CuFeS2. It occurs in all copper porphyry deposits and is the main copper mineral in the porphyry systems. Magnetite was noted in trace amounts at 680m followed by galena at 854m. Much of the hole after showed abundant overprinting of different types of alteration. Also, three mineralized breccia zones were identified during preliminary logging. Additionally, evidence of finely interstitial sulfides was noted, and a sample was identified to contain tourmaline, a mineral commonly found in porphyry systems.

The core has been sent to SGS Labs in Phoenix for assaying.

SIGNIFICANT EVENTS/OVERALL PERFORMANCE

In January 2025, the Company granted 3,750,000 options to Directors, Officers and consultants exercisable at $0.30 per share for a period of five years expiring on January 22, 2030.

In April 2025, the Company announced the termination of its agreement with Lux Partners due to non-performance.

INTERIM PERIOD FINANCIAL DATA

Results of Operations

Results for each of the last eight quarters are set out in the table below:

	Three month period ending February 28, 2025	Three month period ending November 30, 2024	Three month period ending August 31, 2024	Three month period ending May 31, 2024
Operations:
Revenues	Nil	Nil	Nil	Nil
Net loss and comprehensive loss	(757,930)	(191,188)	(585,651)	(203,883)
Loss per share	(0.01)	(0.00)	(0.01)	(0.00)
Balance Sheet:
Total assets	10,183,816	8,445,168	8,837,317	7,303,402
Working capital (deficiency)	2,164,121	1,204,279	1,590,910	(611,118)
Shareholders’ equity	9,686,892	8,046,743	8,237,931	5,909,209
	Three month period ending February 29, 2024	Three month period ending November 30, 2023	Three month period ending August 31, 2023	Three month period ending May 31, 2023
Operations:
Revenues	Nil	Nil	Nil	Nil
Net loss and comprehensive loss	(143,706)	(179,552)	(307,585)	(441,577)
Loss per share	(0.00)	(0.00)	(0.00)	(0.00)

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Balance Sheet:

Total assets	6,588,137	6,603,153	6,449,158	6,481,340
Working capital (deficiency)	(1,151,380)	(1,004,941)	(686,789)	(210,255)
Shareholders’ equity	5,363,092	5,484,298	5,663,850	5,971,435

Comparison of the results from operations for the six months ended February 28, 2025 and February 29, 2024

For the six months ended February 28, 2025, the Company incurred a net loss and comprehensive loss of $949,118 (2024 - $323,258). The variance mainly consisted of consulting and management compensation of $405,153 (2024 - $229,886) which was the result of an increase in consultants in the current period. During the current period the Company increased its promotion from $48,296 to $74,123 and granted 3,750,000 stock options at an exercise price of $0.30 per share. The total stock-based compensation recognized on stock options granted during the period ended February 28, 2025 was $473,579 (2024 - $nil).

Comparison of the results from operations for the three months ended February 28, 2025 and February 29, 2024

For the three months ended February 28, 2025, the Company incurred a net loss and comprehensive loss of $757,930 (2024 - $143,706). The variance mainly consisted of consulting and management compensation of $276,898 (2024 - $123,943) which was the result of an increase in consultants in the current period. During the current period the Company increased its promotion from $29,000 to $36,665 and granted 3,750,000 stock options at an exercise price of $0.30 per share. The total stock-based compensation recognized on stock options granted during the three months ended February 28, 2025 was $473,579 (2024 - $nil).

RELATED PARTY TRANSACTIONS

Related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties. Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

As at February 28, 2025, $nil (August 31, 2024 - $660) is due to the CEO/Director of the Company, $nil (August 31, 2024 - $126) is due to the Director/Manager of the Company, $4,217 (August 31, 2024 - $nil) is due to the Director/Chief Geologist of the Company, and are included in trade payables and accrued liabilities. All amounts owing to related parties are unsecured, non-interest bearing and due on demand. Amounts paid are for consulting services and advances on behalf of the Company provided by the related parties or by companies they control.

The key management personnel compensation for the period ended February 28, 2025 and February 29, 2024 are summarized as follows:

	Six months ended February 28, 2025 ($)	Six months ended February 29, 2024 ($)
Chief Executive Officer/Director	249,600	123,000
Chief Financial Officer	36,000	36,000
Director/Manager	82,481	76,686
Director/Chief Geologist	15,594	6,000
Family member of the Chief Executive Officer	24,000	-
	407,676	241,686

During the period ended February 28, 2025, the company granted 1,800,000 stock options to related parties, including key management personnel as defined under IAS 24. The fair value of the options granted was determined using the Black-Scholes option pricing model. The Company recognized $227,318 in share-based compensation expense related

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to these awards during the period, which has been included in share-based payment expense in the condensed consolidated interim statement of loss and comprehensive loss.

LIQUIDITY AND CAPITAL RESOURCES

The Company will continue to require funds for exploration work on its properties, as well as to meet its ongoing day-to-day operating expenses and will continue to rely on equity financing during such period. There can be no assurance that financing will be available to the on terms satisfactory to the Company.

In March 2025, the Company received $36,000 from the exercise of 120,000 warrants.

COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES

The Company is committed to making cash payments, incurring exploration expenditures and/or issuing common shares pursuant to its exploration and evaluation property agreements as detailed in the February 28, 2025 quarterly financial statements filed in conjunction with this MD&A.

RISK FACTORS

In our MD&A filed on SEDAR+ in connection with our annual financial statements (the "Annual MD&A"), we have set out our discussion of the risk factors which we believe are the most significant risks faced by Viscount. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company's undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to consider the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.

DISCLOSURE OF OUTSTANDING SHARE DATA

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

The following is a summary of the Company's outstanding share data as at the date of this report:

• Total issued, and outstanding common shares was 110,595,351 common shares with no par value.
• Warrants:

Expiry Date	Exercise Price ($)	Number of Warrants Outstanding
July 18, 2026	0.30	22,189,200
		22,189,200

• Stock options:

Expiry Date	Exercise Price ($)	Number of Options Outstanding
August 20, 2025	0.40	3,800,000
October 25, 2025	0.40	400,000
January 26, 2026	0.38	1,000,000
March 29, 2026	0.38	700,000
January 22, 2030	0.30	3,750,000
		9,650,000

QUALIFIED PERSON

Harald Hoegberg, PG, an independent consulting geologist, who is the Company's qualified person, reviewing the exploration projects described throughout the MD&A and is responsible for the design and conduct of the exploration programs and the verification and quality assurance of analytical results.

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CAUTIONARY STATEMENTS

This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration results and plans, and our other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, our estimates of exploration investment, the scope of our exploration programs, and our expectations of ongoing administrative costs. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR+ with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by law. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks. Readers are cautioned not to place undue reliance on forward-looking statements.

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