VORTEX ENERGY CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

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This Management's Discussion and Analysis ("MD&A") has been prepared by management in accordance with the requirements of National Instrument 51-102 and should be read in conjunction with the condensed consolidated interim financial statements and notes thereto for the three months ended September 30, 2025 and 2024 (the "financial statements") of Vortex Energy Corp. (the "Company"). Such financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS").

All dollar amounts are expressed in Canadian Dollars unless otherwise indicated.

DATE

This MD&A is prepared as of November 28, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this MD&A. These assumptions, which include management's current expectations, estimates and assumptions about the global economic environment, and our ability to manage our operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) the uncertainty of government regulation and politics (3) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (4) other factors beyond our control.

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below.

DESCRIPTION OF BUSINESS

Vortex Energy Corp. (the "Company") was incorporated under the laws of British Columbia on July 13, 2021.

The Company's registered office and principal place of business is 1930 – 1177 West Hastings Street, British Columbia V6C 4T5.

The Company was incorporated with the intention of pursuing a strategic acquisition in the green energy and/or mineral exploration sector. On December 28, 2022, the Company's common shares were approved for listing and trading on the Canadian Securities Exchange, under the symbol "VRTX".

SHARE-CONSOLIDATION

On March 26, 2025, the Company announced that it would proceed with a consolidation of its shares at a ratio of ten Pre-Consolidation Shares to one Post-Consolidation (the "Consolidation"). The Consolidation occurred on April 1, 2025.

Prior to the Consolidation, the Company had 82,810,561 shares issued and outstanding and had 8,281,053 shares issued and outstanding upon completion.

No fractional shares were issued under the Consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share that was at least one-half (1/2) of a Post-Consolidation share was rounded up to the nearest whole number. Each fractional share that was less than one-half (1/2) of a Post-Consolidation share was cancelled.

The Consolidation did not affect any shareholder's percentage ownership in the Company other than by the minimal effect of the aforementioned elimination of fractional shares, even though such ownership will be represented by a smaller number of shares, as the Consolidation reduced the number of shares held by all shareholders proportionately.

All of the Company's outstanding share purchase options, share purchase warrants, and restricted share units were also adjusted by the Consolidation ratio and the respective exercise prices of those outstanding instruments were adjusted accordingly.

All historical share and per share data presented in the Company's financial statements and MD&A have been retrospectively adjusted to reflect the Consolidation, unless otherwise noted.

HIGHLIGHTS

Three Months ended September 30, 2025

During the three months ended September 30, 2025, the Company issued 110,625 common shares fair valued at $612,624 resulting from the exercise of restricted share units. The Company also issued 1,061,324 common shares for total gross proceeds of $456,369 resulting from warrant exercises.

Three Months ended June 30, 2025

On May 22, 2025, the Company closed a non-brokered private placement of 4,000,000 common shares at an issue price of $0.25 per common share for aggregate gross proceeds of $1,000,000.
On June 12, 2025, the Company issued an aggregate of 1,061,324 units of the Company at a conversion price of $0.39 per unit, in consideration of the fair value of both the financial liability and the derivative liability, remeasured immediately prior to conversion in the amount of $287,114 and $149,767, respectively. Each unit comprised of one share of the Company and one common share purchase warrant, entitling holders to acquire one common share at an exercise price of $0.43 for a period of 24 months following the date of issuance.
During the three months ended June 30, 2025, the Company issued 18,750 common shares resulting from the exercise of restricted share units.

Three Months ended March 31, 2025

On January 14, 2025, the Company issued 15,000 common shares fair-valued at $6,000 in relation to the Fire Eye property option agreement.
On January 28, 2025, the Company closed a private placement of unsecured convertible debentures of the Company for aggregate gross proceeds of $400,000. The Convertible Debentures are denominated in principal amounts of $1,000 and will mature on January 28, 2026. The Convertible Debentures will bear interest at a rate of 10% per annum from the issue date, calculated quarterly in arrears and payable on the maturity date. The Company may prepay the outstanding amount owing under the convertible debentures at any time prior to the maturity date upon 30 days' written notice to the holder. The principal amount of each convertible debenture, plus any accrued interest thereon, is convertible into units of the Company ("Units") at the election of the holder on, or at any time prior to, the maturity date at a conversion price (the "Market Price") equal to the greater of (i) the most recent closing price of the common shares of the Company ("Common Shares") on the Canadian Securities Exchange prior to the time at which the holder delivers notice of conversion to the Company and (ii) $0.05. Each Unit shall be comprised of one Common Share and one Common Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one Common Share at an exercise price equal to 110% of the Market Price for a period of 24 months from the date of issuance.

Three Months ended December 31, 2024

On October 16, 2024, the Company issued 50,000 common shares fair-valued at $50,000 in relation to the Fire Eye property option agreement.
During the three months ended December 31, 2024, the Company issued 62,750 common shares resulting from the exercise of restricted share units.

OVERALL PERFORMANCE

The Company has not generated revenues to date from operations as it is in the exploration phase and continues to focus on exploration and on the acquisition of strategic green energy and/or exploration assets.

At September 30, 2025 the Company had net assets of $11,125,056 and working capital of $1,090,657.

The assets consisted of the following:

As at	September 30, 2025	June 30, 2025	June 30, 2024
	$	$	$
Cash	1,160,431	1,411,797	3,183,968
Receivables	36,248	23,113	171,038
Prepaid expenses	11,864	292,131	14,333
Long-term prepaid expenses	-	-	150,000
Exploration and evaluation assets	10,034,399	9,978,399	8,572,600
Intangible assets	-	-	14,160
TOTAL ASSETS	11,242,942	11,705,440	12,106,099

The liabilities consisted of the following:

As at	September 30, 2025	June 30, 2025	June 30, 2024
	$	$	$
Accounts payable and accrued liabilities	117,886	181,727	1,086,212
Flow-through liability	-	-	158,677
TOTAL LIABILITIES	117,886	181,727	1,244,889

RESULTS OF OPERATIONS

The Company generated a net and comprehensive loss of $855,026 for the three months ended September 30, 2025. The following is the results of the Company's operations:

	Three Months Ended
	September 30, 2025	September 30, 2024
	$	$
REVENUE	-	-
EXPENSES
Advertising and marketing	691,162	17,863
Amortization	-	14,160
Consulting fees	39,000	49,000
Filing fees	10,945	7,373
Management fees	90,000	90,000
Office and miscellaneous	10,096	(8,333)
Professional fees	13,823	49,334
Share-based compensation	-	139,959
OPERATING LOSS	(855,026)	(359,356)
NET AND COMPREHENSIVE LOSS	(855,026)	(359,356)
Loss per share, basic and diluted	(0.06)	(0.04)
Weighted average number of common shares outstanding – Basic and diluted	14,179,150	8,151,268

Cash flow used in operations activities	(651,735)	(304,267)
Cash flow used in investing activities	(56,000)	(1,061,989)
Cash flow received from financing activities	456,369	-

Three Months Ended September 30, 2025 and 2024

Advertising and marketing consisted primarily of costs incurred related to corporate and investor marketing, investor presentations, and website development. During the period, the Company incurred $691,162 of these costs compared to $17,863 in the comparable period as a result of increased investor awareness activities during the current period.
Amortization is related to the license acquired through the Blue Ocean Salt Corp. During the period, the Company incurred $nil of amortization compared to $14,160 in the comparable period due to the license agreement being active during the comparable period.
Consulting fees consists primarily of services used in corporate and operating activities. During the period, the Company engaged consultants to aid in carrying out business development services. During the period, the Company incurred $39,000 of these costs compared to $49,000 in the comparable period. These costs remained relatively consistent period over period.
Filing fees consists primarily of costs incurred for the Company's filings on the CSE and OTC and transfer agent fees. During the period, the Company incurred $10,945 of these costs compared to $7,373 in the comparable period.
Management fees consist of costs incurred related to the oversight and management of the Company. During the period, the Company incurred $90,000 of these costs compared to $90,000 in the comparable period.
Professional fees consist primarily of costs incurred for general corporate matters (i.e. legal, accounting and auditor fees). During the period, the Company incurred $13,823 related to these costs compared to $49,334 in the comparable period. The decrease in current period cost is primarily due to a reduction in general corporate activity during the current period.
Share-based compensation relates to the vesting of restricted share units ("RSUs") and options that were issued to certain offices, directors and consultants of the Company. During the period, the Company incurred $nil of these costs compared to $139,959 in the comparable period. The decrease is due to no share-based awards being granted during the current period.

SUMMARY OF QUARTERLY RESULTS

	Quarter Ended September 30, 2025	Quarter Ended June 30, 2025	Quarter Ended March 31, 2025	Quarter Ended December 31, 2024	Quarter Ended September 30, 2024	Quarter Ended June 30, 2024	Quarter Ended March 31, 2024	Quarter Ended December 31, 2023
	$	$	$	$	$	$	$	$
REVENUE	-	-	-	-	-	-	-	-
NET LOSS AND COMPREHENSIVE LOSS	(855,026)	(1,166,983)	(35,488)	(215,377)	(359,356)	(384,930)	(1,401,924)	(2,219,270)
BASIC AND DILUTED LOSS PER SHARE	(0.06)	(0.12)	(0.00)	(0.03)	(0.07)	(0.00)	(0.02)	(0.03)

The results of operations in each quarter reflect the overhead costs incurred by the Company to pursue registration with various regulatory authorities and to provide an administrative infrastructure to manage the acquisition, and financing activities of the Company. General and administrative costs can be expected to fluctuate in relation to the changes in activity levels required as property acquisition and exploration activities continue. During the quarter ended June 30, 2024, the Company saw a decrease in net loss and comprehensive loss due to a decline in advertising and marketing activities, coupled with a decrease in share-based compensation expense related to the vesting of RSUs and options. The quarters ended September 30, 2024, and December 31, 2024 saw relatively consistent corporate activity resulting in similar net loss and comprehensive losses. The quarter ended March 31, 2025 saw a decrease in net loss due to the cessation of share-based compensation expenses as all awards had vested, resulting in the decrease in net loss. The quarter ended June 30, 2025 experienced an increase in net loss due to the granting of share-based awards, along with the recognition of accretion and interest expenses on its convertible debts. The quarter ended September 30, 2025, saw a decrease in net loss due to

the conversion of its convertible debts in the prior quarter resulting in no additional interest cost being incurred. This was offset by an increase in advertising and marketing costs recognized during the quarter. The Company has not recorded, since the date of its incorporation, any revenues from its mineral exploration and development activities, nor does it expect to record any revenue over the course of the next 12 months.

An analysis of the results shows that the Company has incurred mostly advertising and marketing, consulting fees, management fees, and professional fees that primarily relate to activities of those of an exploration entity.

LIQUIDITY

The Company may seek additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2025, the Company had cash of $1,160,431 and total liabilities of $117,886. The Company's liabilities consist solely of trade payables, all of which are subject to standard commercial terms.

Operating Activities

The Company used net cash of $651,735 in operating activities during the quarter ended September 30, 2025, compared to $304,267 used in the comparable period in the previous year. The cash used primarily related to management of the Company, which includes advertising and marketing, consulting and professional fees paid, filings fees incurred, offset by the recognition of previous prepayments made on other working capital items.

Investing Activities

The Company used net cash of $56,000 in investing activities during the quarter ended September 30, 2025, compared to $1,061,989 used in the comparable period in the previous year. The cash used is primarily attributable to exploration expenditures at the Robinsons River Salt property.

Financing Activities

The Company received $456,369 in financing activities from warrant exercises during the quarter ended September 30, 2025. This compares to $nil for the comparable period in 2024.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The aggregate value of transactions relating to key management personnel during the quarter ended September 30, 2025 were as follows:

Equity incentives granted and fees paid to the following for the services rendered	Equity Incentive Fair Value	Fees
	$	$
The CEO and Director, Paul Sparkes, pursuant to officer services provided	-	45,000
The CFO, Paul More, pursuant to officer services provided	-	30,000
A Director, Eli Dusenbury, of the Company pursuant to director services provided	-	7,500
A Director, David Bowen, of the Company pursuant to director services provided	-	7,500
Total		90,000

For the three-months ended September 30, 2024, the Company incurred $90,000 in management fees for CEO, CFO, and director services provided included in "Management Fees" and $37,933 in share-based compensation.

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At September 30, 2025, $23,625 (June 30, 2025 - $33,503) due to companies controlled by the corporate officers and directors of the Company is included in accounts payable and accrued liabilities. The amounts payable are non-interest bearing, are unsecured, and have no specific terms of repayment.

PROPOSED TRANSACTIONS AND SUBSEQUENT EVENTS

Subsequent to year end, the following common shares were issued by the Company:

a) a total of 475,000 common shares were issued in recognition of RSU exercises for $Nil proceeds.
b) a total of 25,625 common shares were issued on October 6, 2025 in recognition of a cashless option exercises, for $Nil proceeds.

ACCOUNTING STANDARDS ADOPTED IN THE CURRENT YEAR

The Company did not adopt any accounting standards in the current year.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The Company has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for accounting periods beginning on or after July 1, 2025 or later periods. The new and amended standards include the following:

Presentation and Disclosure in Financial Statements (IFRS 18)

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in the Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements but carries forward many of the requirements from IAS 1. The standard introduces new defined subtotals to be presented in the Company's consolidated statement of net loss and comprehensive loss, disclosure of any management-defined performance measures related to the consolidated statement of net loss and comprehensive loss and requirements for grouping of information. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with earlier adoption permitted, and will apply retrospectively.

The Company is currently in the process of assessing the impact of IFRS 18 (and applicable amendments to other standards) on the financial statements and notes to the financial statements.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures)

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize a financial liability settled using an electronic payment system before the settlement date. Other clarifications include guidance on the classification of financial assets with ESG-linked features, non-recourse loans and contractually linked instruments. The amendments are effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt only the amendments to the classification of financial assets (for contingent features).

The Company is currently in the process of assessing the impact of the amendments on the financial statements and notes to the financial statements.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of material components of the Company's expenses is disclosed in the "Overall Performance" section above.

As at September 30, 2025 and June 30, 2025, the Company's exploration and evaluation assets were as follows:

	Robinsons Property	Fire Eye Property	Total
	$	$	$
Balance, June 30, 2024	8,294,100	278,500	8,572,600
Option agreement – share issuance	-	56,000	56,000
Expenditures	1,168,324	183,475	1,349,799
Balance, June 30, 2025	9,460,424	517,975	9,978,399
Expenditures	56,000	-	56,000
Balance, September 30, 2025	9,516,424	517,975	10,034,399

The following table summarizes the Company's exploration and evaluation expenses by property and type of expense for the three-months ended September 30, 2025 and 2024:

September 30, 2025	Robinsons Property	Fire Eye Property	Total
	$	$	$
Geophysics	56,000	-	56,000
Balance, September 30, 2025	56,000	-	56,000
September 30, 2024	Robinsons Property	Fire Eye Property	Total
---	---	---	---
	$	$	$
Geophysics	-	87,995	87,995
Drilling	1,088,794	-	1,088,794
Reporting and administration	35,200	-	35,200
Balance, September 30, 2024	1,123,994	87,995	1,211,989

a) Robinsons River Salt Property

On April 3, 2023, the Company completed the acquisition of 100% of the issued and outstanding share capital of Blue Ocean Salt Corp. ("BOSC") in consideration for an aggregate of 2,600,000 common shares in the capital of the Company (the "Acquisition"). BOSC owns 100% interest in and to the Robinsons River Salt Property ("Robinson Property") located in the Bay St. George region of southwestern Newfoundland and Labrador consisting of four contiguous mineral licenses and is comprised of 687 claims covering 17,139 hectares.

On August 1, 2023, the Company completed the acquisition of additional mineral licenses contiguous to the northern border of its Robinson Property, in Newfoundland and Labrador from Galloper Gold Corp. ("Galloper").

The Company paid $162,800 in cash and issued 75,000 common shares fair valued at $1,207,500 of the Company to Galloper in connection with the closing of the acquisition.

In addition, subject to the terms of the property purchase agreement with respect to the acquisition, the Company has agreed to:

(i) issue an additional 1,000,000 common shares to Galloper in the event that the Company completes a drill hole on the acquired mineral license which intersects a core length of at least 300 meters with an average grade of at least 90% Sodium Chloride and;

(ii) issue an additional 3,000,000 common shares of the Company and pay an additional $1,000,000 to Galloper if the Company utilizes, on a commercial basis, any salt caverns on the acquired mineral license for underground energy storage.

For the three-months ended September 30, 2025, the Company has capitalized $56,000 (2024 – $1,123,994) in costs related to the exploration and evaluation of the Robinson Property, which relate to geophysics, geological work and drilling activities performed on the property.

b) Fire Eye Property

On March 10, 2022 (the "effective date"), the Company entered into a property option agreement for the option to purchase the mineral property referred to as the Fire Eye Property located in Saskatchewan, Canada, upon satisfaction of each of the following obligations:

i. Total cash consideration of $230,000 to be paid as follows:

a. $75,000 within five calendar days of the effective date (paid);
b. $75,000 on or before 10 calendar days after the seller (or "Optionor") has delivered a technical report for the property which complies with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects (paid);
c. $30,000 on or before March 10, 2023; (paid)
d. $50,000 on or before March 10, 2024 (later amended, see below).

ii. Issuing the Optionor an aggregate of 40,000 common shares, as follows:

a. 100,000 common shares on or before 10 calendar days after the Optionor has delivered a technical report for the property which complies with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects (issued);
b. 150,000 common shares on or before one calendar year after the Listing Date (December 28, 2023) (issued); and
c. 150,000 common shares on or before two calendar years after the Listing Date (December 28, 2024) (issued January 14, 2025).

iii. Incurring an aggregate expenditure amount of $360,000 on the property, as follows (the below was amended, as mentioned in the paragraph below):

a. $110,000 of expenditures on or before one calendar year after the Listing Date (December 28, 2023) (amended); and
b. $250,000 of expenditures on or before one calendar year after the Listing Date (December 28, 2024) (amended).

On October 1, 2024, the property option agreement was amended to adjust the aggregate expenditure amount of $360,000 on the property, as follows:

a. $110,000 of expenditures on or before three calendar years after the Effective Date (March 10, 2025) (met); and
b. $250,000 of expenditures on or before four calendar years after the Effective Date (March 10, 2026).

On October 1, 2024, the optionor agreed to receive a number of Company shares equivalent in value to $50,000, in lieu of a cash payment. (issued)

For the three-months ended September 30, 2025, the Company capitalized $nil (2024 - $87,995) in costs related to the exploration and evaluation of the Fire Eye Property, which entirely relate to geophysics, and geological work.

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company had following securities outstanding, as of September 30, 2025 and as of the date of this MD&A:

	September 30, 2025	Date of this MD&A
Common shares	14,533,076	15,033,701
Share purchase warrants	634,085	634,085
Share purchase options	695,000	645,000
Restricted share units	1,487,500	1,012,500
Total	17,349,661	17,325,286

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RISK FACTORS

Much of the information included in this MD&A includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by the Company and its management in connection with the Company's business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgement regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. The Company cautions readers of this report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating the Company, its business and any investment in its business, readers should carefully consider the following factors:

Risks Related to the Company's Business

The Company is a mining exploration stage company. The ability of the Company to acquire additional strategic mining assets is dependent upon (but not limited to) market conditions, the ability of the Company's management team to obtain necessary financing to successfully complete an attractive acquisition on acceptable terms and funding necessary to execute development programs. In conducting its business, the Company is subject to a number of other risks and uncertainties that could have a material adverse effect on the Company's business prospects or financial condition that could result in a delay or indefinite postponement in the development of the Company's future mineral interests.

Risks associated with exploration stage companies

Exploring for mineral resources involves a variety of operational, financial, and regulatory risks that are typical in the natural resource industry. The Company has not commenced commercial operations and has no proven history of performance, earnings, or success. There is no guarantee that the Company will ever be able to achieve profitable results or successfully execute its business plan. The Company's Common Shares must be considered speculative primarily due to the nature of the Company's business. The Company has no revenue or income from operations. The Company has limited capital resources and will rely upon the sale of equity and/or debt securities for cash required for exploration and development purposes, for acquisitions, and to fund the administration of the Company. Since the Company does not expect to generate any revenues from operations in the near future, it must continue to rely upon the sales of it equity or debt securities or joint venture agreements to raise capital. There can be no assurance that financing, whether equity or debt, will be available to the Company in the amount required by the Company at any particular time or for any period, and that such financing can be obtained on terms satisfactory to the Company.

Licenses and permits

The Company will require licenses and permits from various governmental authorities regarding any mineral interests acquired. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development, and mining operations for its mineral interests. Failure to obtain and maintain such licenses and permits may adversely affect the Company's business as the Company would be unable to legally conduct its intended exploration and development work which may result in its losing its interest in the subject property.

Operating hazards and risks

Fires, power outages, labour disputes, flooding explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment, or labour are some of the risks involved in exploration programs. Unknowns with respect to geological structures and other conditions are involved. Existing and future environmental laws may cause additional expense and delays in the activities of the Company, and may render the Company's properties uneconomic. The Company has no liability insurance and the Company may become subject to liability for pollution, cave-ins, or

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hazards against which it cannot insure, or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect of the Company's financial position.

Competition

The mining industry is intensely competitive and the Company must compete in all aspects of its operations with a substantial number of other corporations which have greater technical and financial resources. The Company may be unable to acquire attractive mining properties on terms it considers acceptable.

Profitability of operations

The Company does not have profitable operations at this time and it should be anticipated that it will operate at a loss until such time as production is achieved from any acquired mining assets, if production is in fact ever achieved. Investors also cannot expect to receive any dividends on their investment in the foreseeable future.

Market risks

Even if the Company's exploration programs are successful, factors beyond the control of the Company may affect the marketability of any mineral products discovered. Mineral prices have fluctuated widely in recent years. The marketability and price of minerals which may be produced or acquired by the Company will be affected by numerous factors beyond the control of the Company. These factors include delivery uncertainties related to the proximity of its reserves to processing facilities, and extensive government regulation relating to price, taxes, royalties, allowable production land tenure, the import and export of minerals, and many other aspects of the mining business. Declines in mineral prices may have a negative effect of the Company.

Future financings

As the Company continues to acquire mining assets and starts to develop them, the Company may require additional funds to execute exploration and development programs and additional funds if the Company wishes to pursue commercial production. The Company's available sources of funds are: sale of equity capital. There is no assurance such sources will continue to be available on favorable terms or at all. If available, future equity financings may result in dilution to current shareholders.

Going concern

The Company's financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to obtain the necessary financing to meet its on-going commitments, further its mineral exploration program, and to commence profitable operations in the future.

The Company's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to the Company's business affairs, which may affect its ability to conduct operations and generate revenues.

The Company's directors and officers are involved in other business activities. As a result of their other business endeavours, the directors and officers may not be able to devote sufficient time to the Company's business affairs, which may negatively affect its ability to conduct its ongoing operations and its ability to generate revenues. In addition, the management of the Company may be periodically interrupted or delayed as a result of its officers' other business interests.

The Company has no operating history

The Company has no operating history and may not succeed. The Company is subject to all risks inherent in a developing business enterprise. The Company's likelihood of continued success must be considered in light of the problems, expenses, difficulties, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, lack of revenues, complications, and delays frequently encountered in connection with the competitive and regulatory environment in which it operates. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of the early stage of operations.

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History of losses

The Company has incurred losses since incorporation. The Company may not be able to achieve or maintain profitability and will continue to incur significant losses in the future.

Dependence on suppliers and skilled labour

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labour, equipment, parts and components. This could have an adverse effect on the financial results of the Company.

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its human capital base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Internal controls

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on the Company under Canadian securities law, the Company cannot be certain that such measures will ensure that the Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's results of operations or cause it to fail to meet its reporting obligations. If the Company or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Company's financial statements and materially adversely affect the trading price of the Company's shares.

Liquidity

The Company cannot predict at what prices the Company's securities will trade and there can be no assurance that an active trading market will develop or be sustained. There is a significant liquidity risk associated with an investment in the Company.

Litigation

The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company's ability to continue operating and the market price for Company's shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant Company resources.

Privacy

The Company and its consultants have access, in the course of their duties, to personal information of vendors of the Company. There can be no assurance that the Company's existing policies, procedures and systems will be sufficient to address the privacy concerns of existing and future clients whether or not such a breach of privacy were to have occurred as a result of the Company or arm's length third parties. If a client's privacy is violated, or if the Company is found to have violated any law or regulation, it could be liable for damages or for criminal fines and/or penalties.

BOARD APPROVAL

The Board of the Company has approved this MD&A.