VVC Exploration Corporation — Management Reports 2024

Dec 21, 2024

VVC EXPLORATION CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

for the Nine Months Ended

October 31, 2024

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TABLE OF CONTENTS

Forward Looking Information ... 1
Business Overview
A) Plateau Helium Corporation ... 1
• Syracuse Helium Project ... 2
• Activity on Syracuse Project ... 2
• Monarch Project ... 3
• Syracuse Extension Kansas Project ... 3
• Syracuse Extension Colorado Project ... 4
• Stockholm Kansas Project ... 4
• Moore-Johnson Kansas Project ... 4
• Ardery Oil Well Project ... 4
• Reserves Evaluation ... 5
B) Plateau Helium, South Africa ... 5
C) Mineral Properties In Mexico ... 5
1- Samalayuca Cobre S.A. de C.V. ... 6
• Geology ... 6
• Exploration ... 6
• NI 43-101 Report – 2013 ... 6
• NI 43-101 Report - 2019 ... 6
• Metallurgical Testing ... 7
2- Cumeral Property ... 7
• General ... 7
• Exploration ... 7
• National Instrument 43-101 Report ... 7
3- La Tuna Property ... 8
• General ... 8
• 2018 Exploration ... 8
4- Analytical Techniques ... 8
D) Segmented Expenditures per Property ... 8
E) Investments ... 9
Selected Annual Information ... 9
Summary of Quarterly Results ... 9
Results of Operations – Three Months ... 9
Results of Operations – Nine Months ... 10
Material Events Over the Eight Most Recent Quarters ... 10
Liquidity and Capital Resources ... 12
Off-Statements of Financial Position Arrangements ... 12
Related Party Transactions ... 13
Outstanding Share Data
a) Outstanding Common Shares ... 13
b) Warrants and Stock Options ... 13
Financial Instruments and Risk Management ... 13
Interest Rate and Credit Risk ... 14
Price Risk ... 14
Liquidity Risk ... 14
Market Risk ... 14
Currency Risk ... 14
Business Risks ... 14
Investment in SCSA ... 15
Outlook ... 15

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Form 51-102F1

VVC EXPLORATION CORPORATION ("VVC")

2369 Kingston Road, P.O. Box 28059 Terry Town, Scarborough, Ontario M1N 4E7

Tel: (416) 619-5309 http://www.vvcresources.com

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED OCTOBER 31, 2024

This Management's Discussion and Analysis ("MD&A") of VVC for the three and nine months ended October 31, 2024 (the "Period") was prepared on December 20, 2024 and should be read in conjunction with the Company's October 31, 2024 unaudited condensed consolidated financial statements and related notes, prepared in accordance with International Financial Reporting Standards ("IFRS"). All financial information disclosed in this report was prepared in accordance with IFRS unless otherwise disclosed.

All amounts herein are expressed in Canadian dollars unless otherwise indicated. The technical information regarding the mineral properties in the MD&A has been approved by Peter Dimmell, P.Geo. (NL, ON), a mineral exploration consultant and a director of VVC, who is a qualified person (QP) under National Instrument (NI) 43-101.

FORWARD LOOKING INFORMATION

This MD&A includes forward-looking statements that are subject to risks and uncertainties and other factors that may affect the actual results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, which among other things, affect the price of metals, the foreign exchange rate, the ability of the Company to implement its business strategy, and changes in, or the failure to comply with government laws, regulations and guidelines. Unless otherwise required by applicable securities laws, VVC disclaims 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 pursuant to securities laws. Additional information relating to VVC can be obtained from its News Releases and other public documents at the SEDAR website .

BUSINESS OVERVIEW

The Company is a venture issuer reporting in Ontario, British Columbia, Alberta and Quebec. The Company's common shares trade on the TSX Venture Exchange under the symbol "VVC". In 2022, VVC rebranded to reflect its current operations in a diversified natural resources business by creating a new logo, trade name or DBA "VVC Resources" and website .

VVC is in the business of acquisition and exploration of resource properties in the mineral and petroleum sectors. Its principal business activity is in the petroleum sector (natural gas and helium) in the USA and also the exploration and development of gold and base metal mineral properties in Mexico. The Company, through its wholly owned subsidiary, Plateau Helium Corporation ("PHC"), is exploring for, and producing, helium (He) and natural gas in Kansas and Colorado, USA. Throughout this document the term "the Company" refers to VVC and its wholly-owned subsidiaries, Camex Mining Development Group Inc ("Camex"), VVC Exploración de Mexico, S. de R.L. de C.V. ("VVC Mexico"), Samalayuca Cobre S.A. de C.V. and PHC.

(A) Plateau Helium Corporation ("PHC")

On December 21, 2020, VVC acquired a minority 10% interest in PHC in consideration for US$100,000. Incorporated in Wyoming, US, PHC is focused on helium exploration and development, primarily in the western US. Following completion of its due diligence and obtaining TSXV approval, VVC acquired the remaining 90% interest in PHC in consideration for the issuance of 21 million shares of VVC. Of these shares, 14 million were placed in escrow until January 2022. PHC is now a wholly owned subsidiary of VVC.

At the time of acquisition by VVC, PHC had one project, the Syracuse Helium Project in Southwestern Kansas with a total of approximately 16,000 acres leased. Other leases were acquired on the Syracuse Helium Project and other helium project areas were subsequently added, resulting in control of approximately 29,000 acres, with leasing for specific projects continuing. Other leasing operations in Kansas continue on an opportunistic basis and all leasing in Colorado was on hold as no well permits were being issued by the state. The State of Colorado has recently issued a few new well permits, including one on a property adjacent to a VVC lease. The owners of that lease have drilled what appears to be a successful well in the Morrow zone. As we get additional data on the cost, time and difficulty of permitting and details of the new well, Colorado leases will be re-evaluated.

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Syracuse Helium Project

PHC owns a 100% (88% net interest after landowner royalty) of its initial project, the Syracuse Helium Project (the "Syracuse Project"), located in the State of Kansas, comprising 69 leases covering over 16,000 acres. The property (the "Syracuse Property") on which the Syracuse Project is located hosts more than 75 potential well sites in the Chase zone. The acreage was previously explored with 5 wells, all of which either produced, or tested positively, for natural gas containing helium in the Chase zone. One existing Chase zone well (Levens 2-31) was connected to the Tumbleweed pipeline after minor repairs and connection to a salt water disposal well on the property. It has produced a total of almost a billion cubic feet of helium rich natural gas over 27 years. A second well the Amaco-Rector well was plugged after producing almost two billion cubic feet of gas.

Geologically, the Syracuse Project lies to the south of the Bradshaw and Byerly fields, to the west of the Hugoton and Panoma Fields, and to the north of the Greenwood Gas Area which collectively have produced in excess of 27 trillion cubic feet of helium rich natural gas.

To assist with the costs of exploration (drilling) on the Syracuse Project and acquiring more leases, PHC raised the following financing:

• 2020 - PHC raised US$1.4 million in financing through Plateau Helium Syracuse LLP1 ("LLP1"), a limited liability partnership in the state of Wyoming, which purchased royalty interests in the first 10 wells of the Syracuse Project. Through LLP1, the limited partners are entitled to a royalty of 28% of the net revenue from the first 10 wells after the payment of a 17% Overriding Royalty related to the leasing of property and deduction of the costs of production (the "LP Interest").
• 2021 - the Company raised US$3.4 million in financing through Plateau Helium Syracuse LLP2 ("LLP2"), a limited liability partnership in the state of Wyoming, which purchased royalty interests in the next 20 wells of the Syracuse Project. Through LLP2, the limited partners are entitled to a royalty of 34% after the payment of a 17% Overriding Royalty related to the leasing of property and deduction of the costs of production.

Because PHC acquired more leases than originally expected, overall leasing costs were higher than budgeted. Well drilling and completion costs were also higher than budgeted due to unanticipated developments that included weather delays and other factors.

The Syracuse Project and all helium projects acquired by PHC are also subject to a 15% royalty held by a company controlled by the previous shareholders of PHC (the "15% Royalty") as well as a 1% royalty held by a third-party (the "1% Royalty"). The 15% Royalty and the 1% Royalty are payable on the net proceeds received by PHC after deducting all costs of production and payment of all pre-existing royalties. One VVC insider holds 9.5% of the LP Interest as a result of investing US$100,000 in the limited partnership financing. Another insider of VVC holds a 16.67% interest in the 15% Royalty.

In 2020, it was estimated that: (i) PHC will be entitled to approximately 48% and 44% of the net proceeds from the first 10 wells and the following 20 wells, respectively, on the Syracuse Project; and (ii) all other wells on the Project will yield approximately 68% in net proceeds to the Company.

Activity on the Syracuse Project

In 2021, PHC reworked a pre-existing well (Levens 2-31) that had indicated good casing pressure. As a first step to proving reserves and generating cashflow, the Company connected the well to the Tumbleweed Pipeline which transports the helium rich gas to the Ladder Creek Helium plant. Historically (in 2008), based on a Shamrock Gas Analysis, the well produced gas with 1.273% helium concentration, producing at marginally profitable rates as expected after more than 27 years of production. In September 2023, the well was shut in, with the intention of re-activating it as new wells are connected to the Tumbleweed Pipeline. PHC had initially planned to rework/re-enter 5 other existing wells and return them to production. Initial efforts to drill out the plug in the first old well targeting the Wabansee zone (Blackwell 1-28) was unsuccessful because of the unconventional plugging of the well. That effort was abandoned after substantial time and expense.

Eight (8) new wells have been drilled on the Syracuse property. One (1) of the eight (8) wells (Durler 2-21) was drilled to the deeper Wabansee zone (X & Y), where there was no gas show, however the well showed helium rich gas in the shallower Chase zone. Seven (7) additional wells drilled to the Chase zone all giving helium rich natural gas shows.

Initial gas flow, helium and methane content of the gas stream from these wells will be established after they are producing however historically, Chase zone wells in the area have initial gas flows of up to 400 mcf per day with 1.2% helium and low-grade methane. These historical results have not been verified by PHC, or any other independent party, and cannot not be relied upon.

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In May 2022, the Company completed a major infrastructure enhancement on the Syracuse Project with the installation of the 14-mile Syracuse Gas Gathering System and a 14-mile salt water disposal system costing approximately US $1 million. The Syracuse Gas Gathering System was connected to the Tumbleweed Midstream Ladder Creek Pipeline. The gas and salt water gathering systems were necessary in order to produce the gas and dispose of the water from the newly drilled wells. The systems have a 100 wells capacity.

With the cash infusion from the sale of the Proton Green partial interest in Q3, the Company resumed field operations at Syracuse, by reconnecting the Durler 2-21 and Levens 2-31 wells to the internal gathering system. Both wells started producing helium and natural gas in November 2023. The Durler well has stabilized production of total gas between 2,000 and 2,500 mcf's per month, with 1.2% helium, producing 20 to 27 mcf's of helium per month. The Levens 2-31 well (which has been producing for more than 27 years) produces total gas of between 1,000 and 1,300 mcf's per month with 1.2% helium, producing 10-15 mcf's of helium per month.

Additionally, five (5) of the previously drilled wells - Levens 4-31, Weaver 1-15, C-Double 1-16, Hodgson 1-17, T Spiker 1-7 - were perforated in November 2023. The Hodgson 1-17 & C Double 1-16 wells were completed and started producing in January 2024. These two wells lie approximately midway between the Durler 2-21 and the Levens 2-31 wells. The Levens 4-31 and the T-Spiker wells have been completed and connected to the pipeline, and are now producing. Monthly production of total gas from the first three of these wells is very low – ranging from 150 mcf's of total gas to 270 mcf's of total gas per month. All 4 wells gas streams have helium percentage of approximately 1.2%. Further optimization of these wells may increase production. Note that some historical wells in this area have taken years to reach maximum production- the Amaco-Rector well reached maximum production after 7 years.

The Company now has 6 wells in production, 1 historic well (Levens 2-31) and 5 new wells (Durler 2021, Hodgson 1-17, C Double 1-16, Levens 4-31, and the T-Spiker 1-7).

Completion of the Weaver 1-15 and Simon 1-18 wells is on hold as the evaluation and optimization of the other 5 new wells continues.

Monarch Project

In March 2021, PHC purchased a helium / methane property, known as the Monarch Lease Property, from Monarch Petroleum ("MP"), at a nominal cost and a commitment to recommence production, with MP retaining a 3% royalty in the shallow well rights from surface to 3,100 feet (the "Shallow Rights") and a 50% non-operated working interest in the deep oil and gas rights below 3,100 feet (the "Deep Rights"). In addition to the 3% royalty, standard industry royalties of 12.5% are payable to land owners from the proceeds of production and a 15% Royalty is payable on the net proceeds received by PHC after deduction of all costs of production and payment of all pre-existing royalties.

The Monarch Lease Property, totalling over 1,700 acres, is located in the Byerly Field in Greely County, Kansas near the Syracuse Helium Project. It includes six formerly producing gas wells that are still connected to the Tumbleweed Midstream pipeline with all wells producing both methane and helium. After operating the wells in 2022, PHC concluded that without an efficient water disposal system these wells were not economic and they were all shut in.

PHC owns a 100% operating working interest in the Shallow Rights of the Monarch Lease and a 50% operating working interest in Deep Rights, subject to the underlying royalties. In the deep zone, MP will be required to contribute 50% of any development expenses. The focus in this Project however, is the 14 additional well drilling locations which are conveniently located for connection to the Tumbleweed pipeline. This project is on hold for the time being.

Syracuse Extension Kansas Project

To-date, on the Syracuse Extension Kansas (the "SEKP"), over 13,000 acres have been leased over 24 wells that flowed gas that tested helium in excess of 2%, and then plugged, as there was at the time, no available market for the gas (ie. no pipeline). PHC has defined 3 areas of the SKEP where leased acreage is in place.

The first of those areas is the Stockholm field where geology and planning work has identified 4 potential well sites. Once these sites are prepped and permitted, the first test well will be drilled which, if successful, will lead to drilling of additional wells. Once these test wells are drilled and tested the He potential will be better understood, however the expectation is for up to 5 wells in the Stockholm field with additional leasing adding to those totals.

The Stockholm project is the first of a series of projects that are expected to have significantly higher gas volume and helium percentages than the Syracuse project. Another two areas in the SEKP are being defined by geological analysis and engineering, with plans to drill test wells after work on the Stockholm field has been completed. Other acreage will be added to Syracuse Extension Kansas as it becomes available.

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Syracuse Extension Colorado Project

A 320-acre gas property located in Cheyenne County, Colorado, was purchased by PHC in April 2021. An additional 13,000 acres have been leased, with a total of 26 historical wells that flowed gas, tested helium in excess of 2% and then were plugged as there was no available market for the gas (i.e. no pipeline) at that time.

Standard industry royalties of 12.5% are payable to arm's length land owners from the proceeds of any production and the 15% Royalty is payable on the net proceeds received by PHC after deduction of all costs of production and payment of all pre-existing royalties. PHC owns a 100% operating working interest in the leases, subject only to the royalties.

The initial acreage includes 2 gas wells drilled in 1989/90 which were never put into production. It is adjacent to the Tumbleweed Midstream pipeline which is linked to the Ladder Creek Helium plant. Both wells are reported to contain methane and helium. At the time of drilling, one well tested over 2,000 mcf per day and the other, over 3,000 mcf per day, of helium rich gas. These historical results have not been verified by PHC, or any other independent party, and should not be relied upon.

No project work has commenced in Colorado because the State of Colorado issued new regulations for permitting natural gas wells in 2022 and up until recently no permits have been issued under these new regulations. The Company was therefore not be able to drill in Colorado State. State permitting issues were resolved in early 2024 and the first permits have been issued. The process is onerous, time consuming and expensive. However of the first new permits resulted in an well being drilled adjacent to a VVC lease. This well had initial production of approximately 1000 mcfs per total gas per day, with 3% helium. Once we are able to see more data on the project the Team will decide if a test well, which would be a PUD (Proven Undeveloped Well) on this lease merits the time, effort and expense.

Stockholm Kansas Project

The Company's Stockholm Project is testing the Morrow Zone, known for its sandstone stratigraphy and potential as a hydrocarbon reservoir.

The Stockholm Field Re-Development Projects consists of 2,560 acres of oil and gas leases within the abandoned Stockholm Field, Wallace County, Kansas. This field was developed with the drilling of six (6) wells; 5 of which successfully tested gas and one dry hole. At Stockholm Field, gas was tested from the Morrow Sandstone at an average rate of 2,282 MCFG/D. Helium content was 1.8%. Although commercial production rates and helium concentrations were exhibited by Stockholm Field wells, little or no gas was produced because existing wells were drilled prior to the construction of gas infrastructure so all historic wells were plugged and abandoned. Today, a six-inch (6") Tumbleweed Midstream Pipeline runs through the field and this will enable PHC to monetize any future produced gas.

The first Stockholm well (the Josephine Mack 18-1 has been drilled completed and a pump was added to handle the water from the well. The well is currently being tested. Once it is producing and optimized, the team will be able to evaluate the field and make decisions about next steps.

Moore-Johnson Kansas Project

The Moore-Johnson Field Re-Development Project consists of 3,840 acres of oil and gas leases within the Moore-Johnson Field, Greeley County, Kansas. The field is approximately seven (7) miles long and one and one-half (1.5) miles wide and produces oil and helium rich gas from the Morrow Sandstone.

Historically, wells drilled within the Moore-Johnson Field that tested gas were plugged and abandoned due to low gas prices, lack of monetary compensation for the associated helium content, and lack of infrastructure. Current favorable helium prices provide the economic incentive to pursue these gas reserves even with the capital cost of infrastructure construction.

PHC has identified four (4) Moore-Johnson Field locations that offset historic wells that tested high flow rates of helium rich gas averaging 3,698 MCFG/D from the Morrow Sandstone which were plugged and abandoned. Plateau's initial Moore-Johnson Field Re-Development well will be drilled as soon as leasing has been completed.

Ardery Oil Well Project

The Ardery 11-1 well was drilled by Ring Energy, Inc. (Ring) in April 2014. The well encountered significant oil and gas shows in the Morrow Sandstone and the "B" and "C" porous zones in the St. Louis Limestone. Initially, the well was completed in the St. Louis Limestone producing a highly emulsified oil. Unable to effectively treat the emulsified St. Louis oil, a cast iron bridge plug (CIBP) was set and perforation of the Morrow Sandstone was carried out. The oil produced from the Morrow Sandstone was higher quality than oil from the St. Louis, however the production rate was low. Eventually, Ring drilled out the CIBP and combined Morrow and St. Louis production however after producing >6,000 barrels of oil, operations were halted and the well was shut in.

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PHC negotiated terms to earn a 100% working interest ownership (80% NRI) in the Ardery 11-1 well and the surrounding 640 acre of oil and gas leases by attempting to re-work the well and returning it to producing status. After a thorough analysis it was determined that the Ardery 11-1 represents 149,698 barrels of recoverable oil based on a volumetric estimate.

PHC began re-working the Ardery 11-1 well in March 2024 by isolating and testing the St. Louis C zone; the St. Louis B zone; and the Morrow Sandstone. The St. Louis C and B zones produced moderate to high volumes of total fluid with a 20% to 30% oil cut with the oil emulsified requiring modification of the production facility to produce economically. The Morrow Sandstone produced nearly 100% oil with a low production rate and efforts to increase the production rate were ineffective. PHC continues to produce from the Morrow Sandstone while it studies methods to increase daily oil production by de-emulsifying oil from the St. Louis Formation. There are 2 key issues: first is the process of de-emulsifying the oil and second is finding an economic method of disposing of the water produced during the de-emulsifying process. A test program for de-emulsifying the oil is being developed to be run in the winter of 2025 while evaluations of water disposal options continue.

Production on the Ardery 11-1 well commenced in June 2024.

Reserves Evaluation

VVC is required, pursuant to National Instrument 51-101 (NI 51-101), to report, on an annual basis, Reserves Data and Other Oil and Gas Information prepared by an independent Qualified Reserves Evaluator (QRE).

In 2022, VVC engaged Sproule Associates Limited ("Sproule") of Calgary, Alberta to prepare the various reports required pursuant to National Instrument 51-101 (NI 51-101). Sproule is a global energy consulting firm, recognized as having natural gas and helium expertise, that provides technical and commercial knowledge. Sproule worked closely with Foreland Operating, who were managing our gas operations in Kansas, to prepare an independent evaluation of the helium (He) and natural gas resources as at January 31, 2022, as required under NI 51-101. The reports were filed on SEDAR at the same time as the Year End Financial Statements.

The Reserve Committee of the Board of Directors determined that nothing substantially had changed as at January 31, 2024 to affect the content of the Reports filed in May 2022.

The wells connected in the later part of Q4, there was not enough data available as of January 31, 2024, due to limited production during the optimization period. Sproule will need to re-engage next year to prepare updated reports as of January 31, 2025. If so, these reports will be filed on SEDAR in May 2025 along with the Financial Statements.

(B) Plateau Helium, South Africa

The Company holds a 60% stake of Plateau Helium, South Africa ("PHC SA"). PHC SA holds a 44% interest in a gas field in Free State South Africa, subject to certain pending approvals from the South African Government. PHC SA is interested in the potential helium reserves of this property. The Company has not verified the helium potential of the property. No costs have been incurred on this property to date.

(C) Mineral Properties in Mexico

The Company has 3 mineral properties in Mexico:

• Gloria (Cu) in the Samalayuca area of Chihuahua State
• Cumeral (Au) in Sonora State
• LaTuna (Au) in Sonora / Sinaloa States

The main project is Gloria Copper owned by Samalayuca Cobre, a subsidiary of VVC. Cumeral and La Tuna, are owned by our Mexican subsidiary, VVC Mexico. No field exploration has been carried out since 2018/19.

Since 2020, the environ for foreigners doing business in Mexico has changed, with a new President elected in Mexico in 2024. It is uncertain if this will affect mineral exploration and mining, as we are dependent on taxation rules, support for the industry and environmental policies and in addition the appetite for financing mining projects has also changed in the world.

The Company is undertaking a Strategic Review of all its mining properties and operations in Mexico to us in determining our course of action for our Mexican assets. There are no material updates to prior disclosures on these properties, and it is not known when, or if, further exploration will take place.

The properties are summarized below.

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1 - Samalayuca Cobre S.A. de C.V. ("SCSA")

Through its acquisition of Camex in 2013, and through subsequent agreements with vendors in 2020, VVC acquired all the shares of Samalayuca Cobre S.A. de C.V. ("SCSA"), and SCSA is now a wholly owned subsidiary of VVC. VVC was still required to pay one of the vendors of SCSA an aggregate of US$400,000 over a period of 19 months following the receipt of the first copper sales from the Kaity property. This obligation was settled during the year by the issuance of 10 million warrants.

SCSA is the owner of the "Kaity Property", now called the Gloria Copper Project, which covers stratiform, sediment hosted, copper mineralization over a 5 km long trend, in Permian age, chloritized sandstones, along the Samalayuca Sierra. The Property, comprises one mining concession of 1623 ha in Chihuahua State, approximately 40 km southwest of Juarez MX / El Paso, Texas. It is road accessible via Highway 45 and unpaved roads/trails that extend around the Sierra.

The Samalayuca Sierra has been explored for copper since the early 1950's with small scale, artisanal mining from open pits carried out for a few years in the 1960's over a strike length of at least 4 km. From east to west the main named zones include: Suerte, Zorra, Juliana, the Gloria deposits and Concha.

Geology

The copper mineralisation is characterised as a "Stratiform Copper Deposit" type, as recognized by qualified persons, Michel Gauthier and Jocelyn Pelletier (2012), and Jacques Marchand and Michel Boily (2013). Fine disseminated chalcopyrite-bornite and associated oxide copper minerals, are found in a wide chloritized zone along the Sierra with mineralized zones from 3 to 36 m wide, true thickness, in the old surface pits. The stratigraphy strikes NW and dips variably gently approximately 25 degrees to the NE. Vertical faults generate supergene copper enrichment when they cut the mineralised strata. The old mining works by the artisanal miners (gambusinos) targeted the higher grade, surface, copper zones, exploiting them by shallow (< 20 m deep) open pits and hand cobbing (selecting) the ore for direct shipping to the smelters.

Exploration

Exploration since 2010 consisted of geological and structural mapping of the key Cu-mineralized areas, including the old artisanal pits, where channel samples across the sandstone layers, were used to calculate an Inferred Resource of 4,100,281 t grading 0.47 wt. % Cu and 5.8 g/t Ag (Boily 2013). The stratiform copper mineralization extends over a 5 km strike length based on the shallow, artisanal open pits and VVC's drilling in 2017/18 which totalled 5721 m in 32 holes testing the Gloria, Gloria NW, Gloria Extension, Gloria Extension E, Thor and Zorra copper zones. Highest results included: SC17-022 - 0.51 % Cu / 27 m from 14.5 m downhole – approx. 27 m true width and SC17-023 - 0.36 % Cu / 51 m from 10 m downhole – approx. 36 m true width.

Results, including plans and sections, were summarized in the news releases issued on August 2, August 17, October 11, 2018, January 17, and January 30, 2019.

NI 43-101 Report - 2013

A National Instrument (N.I.) 43-101 report by Michel Boily, PhD, P.Geo, dated April 20, 2013, filed on SEDAR on October 7, 2013, describes the Kaity Property and mineralization as part of a pluri-kilometer-thick sedimentary assemblage deposited in the Chihuahua trough from the Paleozoic through Early Cretaceous eras. The sedimentary trough is a right-lateral pull-apart basin that was deformed during the Late Cretaceous-Early Tertiary Laramide orogeny. The sedimentary formations with the Cu mineralization are cyclic sequences of fine to coarse-grained sandstones (chloritized quartzites/arenites) with subordinate phyllitic and conglomeratic intervals exhibiting low grade regional metamorphism. Copper mineralization occurs as fine-grained primary and supergene copper sulphides, including digenite, chalcocite, covellite, bornite and chalcopyrite with oxidized copper minerals such as malachite and azurite common.

NI 43-101 Report - 2019

A National Instrument (NI) 43-101 Technical Report on the Kaity Property by Jacques Marchand P.Eng. Geology, dated April 21, 2019, filed on SEDAR on May 7, 2019, gives Indicated Resources of 9.6 million tonnes grading 0.282% Cu (59.5 million lbs) and Inferred Resources of 14.398 million tonnes grading 0.281% Cu (89.44 million lbs) using a cut-off grade of 0.15%. The Resource Estimate covers eight zones of the Kaity Property: Gloria, Gloria Extension, Concha, Gloria North, Juliana, Zorra, Trinidad and Suerte, which occur along a 5.5 km long by 0.5 km wide, northwesterly oriented ridge.

The largest zones are: Gloria Ext., - 4.1 million tonnes 0.26% Cu Indicated, 2.5 million tonnes - 0.24% Cu Inferred; Concha - 3.2 million tonnes - 0.30% Cu, Indicated, 6.2 million tonnes - 0.27% Cu, Inferred, the most favorable areas for the delineation of Measured Resources. Gloria Extension lies near the top of the Sierra and dips shallowly along the northeast slope of the Sierra, an ideal situation for low-cost exploration and possible

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exploitation. Concha mineralization has good potential for more resources with good continuity demonstrated by drilling at depth.

Metallurgical Testing

In June 2019, metallurgical bench testing of copper mineralized samples from the Gloria Zones were conducted using an on-site lab to evaluate the impact of crushing (ore size), acid flow rates and other leach related parameters, to determine the optimum requirements for the recovery of copper. The leach columns were 6 meters in height, matching the proposed thickness of the heap leach ore pads, to determine the optimum conditions for processing mineralized material from the Gloria Zones. After the ore is leached, copper recovery using electrowinning will be tested and considered for the proposed Gloria Pilot Mining Project. The metallurgical testing was under the supervision of Everardo Morga Monárrez, a Senior Metallurgist from Hermosillo, Mexico.

Metallurgical testing to refine the reactant / water mixture to minimize the use of both, and to minimize costs was also carried out with the objective of decreasing residence time, and increasing recoveries, thereby reducing costs and increasing profitability with preliminary results encouraging. It was found that the optimum procedure is vat leaching using an ore granulometry of -3/8", a time of lixiviation of 30 days followed by a wash of eight days, with industrial grade sulfuric acid concentrations of 3.0% although testing continues to increase recoveries and reduce costs.

2 - Cumeral

General – A 100% interest in the 685-hectare Cumeral gold Property consisting of 3 mining concessions, located in Sonora State, MX. The property was optioned from 2 Mexican individuals and is subject to a 2% NSR with all option payments completed. VVC Mexico also acquired 100% owned, concessions from the Ministry of Mines which now total 1,000 ha, for a total property size of 1,685 ha with the additional concessions not subject to the NSR. The Property is located approximately 140 km south of Tucson, Arizona / Nogales, MX and 200 kilometres north of Hermosillo, MX with a network of gravel roads and paved highways providing excellent year-round access. It is situated in the under-explored Sierra Madre Occidental along the well mineralized "Sierra La Jojoba" trend, approximately 15 km northeast of the Mina Lluvia de Oro and Mina La Jojoba deposits which host >26 million tonnes of measured, indicated and inferred resources grading 0.525 to 0.741 g/T gold (>500,000 ounces of gold). This area of Sonora is host to numerous other gold deposits and mines, including Fresnillo PLC's Herradura Gold Mine which opened in 1997 and in 2023 produced over 355,000 ounces of gold, at 0.76 g/t and 611 Kg of silver 1.57 g/t, with a mine life of 10.2 years remaining (2023). Other deposits in the area include San Francisco and La Colorada.

Exploration – Exploration has included geological mapping, prospecting / rock chip sampling over a 120-hectare area in the vicinity of the old pits and shallow shafts (Tularcito area) in the south and soil geochemistry to the north. Grab sampling has given values as high as 12.65 g/T in selected samples, and with the geochemistry, has defined five areas of gold/silver mineralization (Areas A to E) with strong alteration (sericite and quartz veining) with associated pyrite and hematite, and gold in soils, trending in a northwest-southeast direction in heavily oxidized quartz sericite to biotite/muscovite schists. Area A (80 by 300 m), in the northern part of the Property, consists of quartz veins/veinlets carrying minor malachite and azurite. A grab sample of a copper vein on the contact of a mafic dyke, gave 2.2 g/T gold, 493 g/T silver and 3.73% copper.

Air track drill holes were drilled in 2012 - 28 (572 m) in Areas B (15) and C (13). Area B, the main area of artisanal (gambusino) workings, covers an area of 155 by 180 metres. Air track drilling returned values as high as 1.45 g/T gold and 6.74 g/T silver over 14 metres including 4.19 g/T gold over 4 metres. Eight of the holes returned values of 0.1 to 0.4 g/T gold and 1 to 4 g/T silver over widths varying from 4 to 22 metres. Air track drilling on Area C which covered an area of 115 by 200 metres, also gave significant values including 0.44 g/T gold and 0.48 g/T silver over 10 metres, and 0.21 g/T gold and 0.53 g/T silver over widths varying from 6 to 26 metres. In 2013 - 14 air track holes totaling 1,020 m were drilled in Areas A (1), B (3), C (4), E (4), F (2) testing for extensions to the east, down dip, of the mineralized structures. Results were not encouraging for a mineralized system dipping to the east.

National Instrument 43-101 Report (Link) – Prepared in 2011/12, by independent geological consultant Michel Boily, PhD, P.Geo. was filed on SEDAR on August 27, 2012 describing results from the 2010-2012 mapping/rock sampling programs which show high gold values (i.e 0.5 to >10 g/t) in hematized and pyritized quartz veins/veinlets associated with mylonitized, gently eastward-dipping, low angle (20° to 40°) faults. Geological mapping in the southern segment of the Property defines at least ten gold-mineralized structures generally confined to areas tested by the air track drilling program of 2010. The combined 2010 to 2012 rock assay grab sample results for 407 samples taken over an area of 3 km along strike by 1 km wide, gives 8 values from 10 to 40 g/t Au (2%), 42 from 1 to 10 g/t (10%), 31 from 0.5 to 1.0 g/t Au (8%) and 64 from 0.1-0.5 g/t Au (16%). Using these results, 36% give gold values varying from a low of 0.1 to a high of 40 g/t with a little less than half

• 7 -

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in the lowest range. The samples include mineralized quartz veins, altered / mineralized units and altered units. Approximately 25 samples, mainly quartz-hematite-goethite±tourmaline veins, give Ba values > 0.1 %.

3 - La Tuna

General – A 100% interest in the 3,533-hectare Property, located in the Municipality of Alamos, Sinaloa and Sonora States, Mexico, at the junction of the Rio Fuerte and Rio Baboyahui rivers. The interest was acquired by a one-time payment of US$40,000 plus applicable taxes, the issuance of 300,000 common shares of the Company and a 2% NSR Royalty on mineral production, with a buy-back option. The Property has gold potential in: vein type deposits such as the "Perdida" and "Plomosa" showings, paleo placers (gold disseminated in bedrock), present day placers derived (eroded) from the paleo placers and possibly low sulphidation epithermal systems.

2018 Exploration (NR August 20, 2018) – Artisanal workings, the Perdida and Plomosa adits, were located and sampled and soil geochemistry (2 lines) and prospecting, to the east and west of the Plomosa adits, evaluated the area. Gold / silver mineralization is associated with base metals and anomalous arsenic with samples with semi massive to massive pyrite / hematite giving the highest values of 61.1 g/t Au and 49.4 g/t Ag at Perdida and >25 g/t Au and 104 g/t Ag and another grading 0.42 g/t Au and 630 g/t Ag at Plomosa. Pyrite/chalcopyrite in narrow (25 cm) quartz veins in the artisanal pits in the LPL area also give Au values with JP-029 giving 3.1 g/t Au and 158 g/t Ag w/ 2230 ppm Cu, 9140 ppm Pb and As at 1710 ppm from a pit located on Line L2. Mineralization, variable in grade from background (<10 ppb Au) to the higher grade values, is associated with potassic alteration consisting of white micas (sericite), and pervasive pyrite/hematite.

Significant results include:

a) "Perdida" adit - grab sample - 61.1 g/t Au, with grab sample values from 0.01 to 61.1 g/t with 13 >0.5 g/t and 7 >2 g/t Au in in sericite/pyrite mineralized zones with associated significant, silver, lead, zinc, and copper. Two chip samples (1 m) gave 2.8 and 4.13 g/t Au.

b) "Plomosa" adit - 2 grab samples - 20.1 g/t Au, 0.1 % Cu, 1.7% Pb and 6.4 g/t Au, and 1.37% Pb. Disseminated galena-sphalerite-pyrite - chip sample values to 32.4 g/t Au, 7.9% Pb, and 2.2% Zn over 30 cm with Au associated with phyllic alteration and quartz veinlets, over a 3-6 m wide zone.

c) Perdida / Plomosa soil line area - Prospecting / Geochemistry - defined four parallel / subparallel, mineralized trends, N to S - LPE, PP1, PP2 and LPL (Figs 1, 2 - VVC website) over 400 m along strike and 300 m across strike. Anomalous Au, Ag and base metal soil values were found on both lines - Au - background (< 10) to 789 ppb, with 8 >50 ppb; Ag - background (0.2) to 4.36 ppm with 7 >2 ppm; Cu - background (< 30) to 466 ppm with 4 >200 ppm; Pb - background (< 50) to 2910 ppm with 5 >500 ppm; and Zn - background (< 200) to 1940 ppm with 3 >1000 ppm. The soil results fit well, although somewhat downhill, of the 2 new mineralized trends and the adit trend defined in the LPL area, mainly to the north of the artisanal adits.

d) Low sulphidation quartz veining - Narrow (1 cm or less) LS style banded quartz veins (L1 LS veins) noted in rhyolite ignimbrite float cobbles on the upper part of the hill on soil line L1 with no outcropping ignimbrite units noted although geological maps show rhyolite units in contact with granodiorite further up the hill.

4 - Analytical Techniques

The analytical Techniques used during exploration on the three mineral properties in Mexico are as follows:

Rock, drill core and soil samples were sent to the ALS Chemex laboratories in Chihuahua, Zacatecas or Hermosillo, Mexico. All Au analyses were by Fire Assay with a gravimetric finish. All other assays were performed by ICP-AES or AAS methods. Samples with ore grade values, >100 ppm Ag, >10,000 ppm Cu, were re-analyzed by ICP-AES or AAS. Gold values in soil samples (at least 25g samples) were determined by ICP-MS following digestion in Aqua Regia. Standard QA/QC techniques, such as duplicates and blanks were used as required.

(D) Segmented Expenditures per Property

As of October 31, 2024, the Company has spent the following on its active mineral and natural gas properties:

	Samalayuca	Helium Properties	Other Properties	Total
Opening Balance	$ 12,399,297	$ 10,033,740	$ 4,458,272	$ 26,891,309
Current Exploration	99,582	2,600,358	101,109	2,801,049
Balance	$ 12,498,879	$ 12,634,098	$ 4,559,381	$ 29,692,358

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(E) Investments

In 2022, the Company acquired a 19% interest in Proton Green LLC ("Proton Green"), a limited liability Company in the State of Wyoming for $23,480. On July 28, 2023, Proton Green signed a definitive share exchange agreement with Cyber App Solutions (Ticker: CYRB). Upon closing the transaction, Proton Green became a wholly-owned subsidiary of CYRB. The Company does not have control over CYRB or Proton Green. Proton Green's primary purpose is the collection and storage of carbon emissions in an effort to aid in the reduction of US carbon emissions, helium sales and sales of food grade CO₂. The Company intends to hold its investment in CYRB for the long-term. The investment is measured at fair-value and will be remeasured at each reporting date with gains or losses reflected in the other comprehensive income (loss).

On July 17, 2023, the Company sold one seventh (1/7) of its interest in Proton Green for $6,593,500 (USD$5,000,000). Prior to the sale, the Company's position was diluted to 13.91%. After the sale, the Company held an 11.91% in Proton Green. The Company recognized a gain on $6,590,124 on the sale.

The Company received 8,097,660 shares of CYRB in exchange for its 11.91% interest in Proton Green. Due to the sale of some of its shares by the Company and dilution by CYRB, the Company now holds 7,954,326 shares of CRYB which are carried at $50,112,254 (2024 - $13,560,543) on the consolidated statements of financial position. The Company currently holds less than a 10% interest in CYRB.

SELECTED ANNUAL INFORMATION

Set forth below is a summary of the financial data derived from the Company's consolidated financial statements for the past 3 years:

	2024	2023	2022
Net loss for the year	$ (1,947,827)	$ (5,521,035)	$ (8,405,207)
Total assets	18,599,114	1,836,987	3,951,392
Mineral and natural gas properties expense	2,164,177	3,031,278	5,369,656
Stock-based compensation	419,703	616,413	1,540,101

SUMMARY OF QUARTERLY RESULTS

Set forth below is a summary of the financial data derived from the Company's consolidated financial statements of the 8 most recently completed quarters:

| | Oct 31/24
Q3 2025 | Jul 31/24
Q2 2025 | Apr 30/24
Q1 2025 | Jan 31/24
Q4 2024 | Oct 31/23
Q3 2024 | Jul 31/23
Q2 2024 | Apr 30/23
Q1 2024 | Jan 31/23
Q4 2023 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | $ 47,091 | $ 35,661 | $ 3,758 | $ 28,290 | $ - | $ - | $ 2,039 | $ 311 |
| Operating costs less mineral and natural gas property expenses | (483,364) | (558,075) | (601,626) | (1,005,952) | (411,175) | (438,597) | (380,050) | (595,448) |
| Foreign exchange | - | - | - | - | - | - | - | (66,000) |
| Other | - | - | - | (178,190) | - | - | - | (91,780) |
| Mineral and natural gas properties expenses | (834,084) | (1,622,636) | (344,329) | (1,165,015) | (890,910) | (50,360) | (57,892) | (615,182) |
| Net loss before taxes | (1,270,357) | (2,145,050) | (942,197) | (2,320,867) | (1,302,085) | (488,957) | (437,942) | (1,368,098) |
| Net income (loss) after taxes | (1,270,357) | (2,145,050) | (942,197) | 279,133 | (1,302,085) | (488,957) | (437,942) | (1,368,098) |

RESULTS OF OPERATIONS – THREE MONTHS

The Company generated $47,091 of net revenue in Q3 2025 compared to nil in Q3 2024. Gross revenue was $58,863 in Q3 2025. The Company paid royalty of $11,772 to various property owners.

The Company had operating costs less mineral and natural gas properties expense ("Operation Costs") of $483,364 for Q3 2025 as compared to $411,175 in Q3 2024.

The following discusses the reasons for the $72,189 increase from Q3 2024 to Q3 2025:

Non-cash stock-based compensation was the largest increase. The expense increased by $97,766 from nil in Q3 2024 to $97,766 in Q3 2025. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

Investor relations decreased by $24,169 from $26,416 in Q3 2024 to $2,247 in Q3 2025. The Company no longer engages with some of the service providers that provided investor relations services in Q3 2024.

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While the Operation Costs in Q3 2025 was $483,364, the Company had a net loss before taxes of $1,270,357 as compared to net loss before taxes of $1,302,085 in Q3 2024. Mineral and natural gas properties expense in Q3 2025 was $834,084 compared to $890,910 in Q3 2024.

RESULTS OF OPERATIONS – NINE MONTHS

The Company generated $86,510 of net revenue for the nine months ended October 31, 2024 (“in 2025”) compared to $2,039 for the nine months ended October 31, 2023 (“in 2024”). Gross revenue was $108,9347 in 2025. The Company paid royalty of $22,427 to various property owners. The royalty paid in 2025 included the “truing” up of unaccounted royalty from prior periods.

The Company had operating costs less mineral and natural gas properties expense ("Operation Costs") of $1,729,575 in 2025 as compared to $1,231,861 in 2024.

The following discusses the reasons for the increase of $497,714 in 2025 from 2024:

Non-cash stock-based compensation was the largest increase. The expense increased by $415,090 from $15,640 in 2024 to $430,730 in 2025. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

Professional fees increased by $47,189 from $93,822 in 2024 to $141,011 in 2025. The Company engaged with professionals to assist with drafting partnership agreements and the preparation of tax forms for limited partners who participated in financing certain helium projects.

Investor relations decreased by $104,230 from $108,844 in 2024 to $4,614 in 2025. The Company no longer engages with some of the service providers that provided investor relations services in 2024.

Interest expense decreased by $33,817 from $156,715 in 2024 to $122,898 in 2025. The Company settled a portion of its debt in 2025. Additionally, interest rate reductions by central banks contributed to the reduced interest cost in 2025.

Management and consulting fees increased by $65,129 from $635,108 in 2024 to $700,237 in 2025. The increase was a result of adding one additional member to the team along with inflationary increases to certain members of the team.

Travel and promotion increased by $29,140 from $33,398 in 2024 to $62,538 in 2025. The Company has been involved in significant property leasing during 2025. Substantial travel is required to visit potential leasing sites and meet with potential lessors.

While the Operation Costs in 2025 was $1,729,575, the Company had a net loss before taxes of $4,327,604 as compared to net loss before taxes of $2,226,945 in 2024. Mineral and natural gas properties expense in 2025 was $2,801,049 compared to $999,162 in 2024. Mineral property expenses increased in 2025 because the Company obtained financial resources that has allowed it to expedite its mineral property development related to its natural gas properties.

MATERIAL EVENTS OVER THE EIGHT MOST RECENT QUARTERS

Material differences between Q2 2025 and Q3 2025 were in the following areas:

• Professional fees decreased by $61,572 from $77,574 in Q2 2025 to $16,002 in Q3 2025. In Q2 2025, the Company engaged with professionals to assist with drafting partnership agreements and the preparation of tax forms for limited partners who participated in financing certain helium projects. The Company did not engage with professionals for similar services in Q3 2025.

• Mineral and natural gas properties expense in Q3 2025 was $834,084 compared to $1,622,636 in Q2 2025. Mineral property expenses decreased in Q3 2025 due to reduced capital resources compared to Q2 2025. The Company also leased less acreage in Q3 2025 and performed less well preparation activities than it did in Q2 2025.

Material differences between Q1 2025 and Q2 2025 were in the following areas:

• Non-cash stock-based compensation decreased by $88,780 from $210,872 in Q1 2025 to $122,092 in Q2 2025. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

• Professional fees increased by $30,139 from $47,435 in Q1 2025 to $77,574 in Q2 2025. The Company engaged with professionals to assist with drafting partnership agreements and the preparation of tax forms for limited partners who participated in financing certain helium projects.

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While the Operation Costs in Q2 2025 was $558,075, the Company had a net loss before taxes of $2,145,050 as compared to net loss before taxes of $601,626 in Q1 2025. Mineral and natural gas properties expense in Q2 2025 was $1,622,636 compared to $344,329 in Q1 2025. Mineral property expenses increased in Q2 2025 as the Company explored more drilling and well completion opportunities for its natural gas projects.

Material differences between Q4 2024 and Q1 2025 were in the following areas:

Management and consulting fees increased by $48,546 from $178,349 in Q4 2024 to $226,805 in Q1 2025. During Q4 2024, the Company reclassified certain expenses from management and consulting fees to investor relations. The one-time reclassification during Q4 2024 resulted in an artificially low periodic expense. Conversely, investor relations decreased from Q4 2024 to Q1 2025 due to the artificially high periodic expense in Q4 2024 relating to the one-time reclassification.

Non-cash stock-based compensation decreased by $193,191 from $404,063 in Q4 2024 to $210,872 in Q1 2025. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

Interest and accretion decreased by $14,426 from $55,392 in Q4 2024 to $40,966 in Q1 2025. The decrease was a result of the Company settling certain debt obligations it had through the issuance of warrants to the creditors in late Q4 2024. There was no accretion expense related to that obligation in Q1 2025.

Professional fees decreased by $90,124 from $137,559 in Q4 2024 to $47,435 in Q1 2025. Professional fees in Q4 2024 includes the accrual of audit fees.

While the Operation Costs in Q1 2025 was $601,626, the Company had a net loss before taxes of $942,197 as compared to net loss before taxes of $2,320,867 in Q4 2024. Mineral and natural gas properties expense in Q1 2025 was $344,329 compared to $1,165,015 in Q4 2024. Mineral property expenses increased in Q4 2024 because the Company obtained financial resources that has allowed it to expedite its mineral property development related to its natural gas properties. The Company had less drilling and well completion expenses in Q1 2025.

The Company had net income of $279,133 in Q4 2024. The net income was a result of non-cash income tax recovery of $2,600,000. The non-cash income tax recovery resulted from the sale and associated increase in the fair value of the Company's investment in Proton Green LLC. (Renamed to Cyber App Solutions).

Material differences between Q3 2024 and Q4 2024 were in the following areas:

Non-cash stock-based compensation increased by $404,063 from nil in Q3 2024 to $404,063 in Q4 2024. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

Professional fees increased by $116,974 from $20,585 in Q3 2024 to $137,559 in Q4 2024. Professional fees in Q4 2024 includes the accrual of audit fees.

While the Operation Costs in Q4 2024 was $1,005,985, the Company had a net loss before taxes of $2,320,867 as compared to net loss before taxes of $1,302,085 in Q3 2024. Mineral and natural gas properties expense in Q4 2024 was $1,165,015 compared to $890,910 in Q3 2024. Mineral property expenses increased in Q4 2024 because the Company obtained financial resources that has allowed it to expedite its mineral property development related to its natural gas properties.

The Company had net income of $279,133 in Q4 2024. The net income was a result of non-cash income tax recovery of $2,600,000. The non-cash income tax recovery resulted from the sale and associated increase in the fair value of the Company's investment in Proton Green LLC. (Renamed to Cyber App Solutions).

Material differences between Q2 2024 and Q3 2024 were in the following areas:

Professional fees decreased by $30,652 from $51,237 in Q2 2024 to $20,585 in Q3 2024. During Q2 2024, the Company recognized audit related costs that were finalized post the preparation of its year financial statements in both Canada and the US.

Material differences between Q1 2024 and Q2 2024 were in the following areas:

Professional fees increased by $29,237 from $22,000 in Q1 2024 to $51,237 in Q2 2024. During Q2 2024, the Company recognized audit related costs that were finalized post the preparation of its year financial statements in both Canada and the US.

Stock-based compensation decreased by $15,640 from $15,640 in Q1 2024 to nil in Q2 2024. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.

• 11 -

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Investor relations increased by $41,448 from $20,490 in Q1 2024 to $61,938 in Q2 2024. The Company increased its investor relations program in Q2 2024 as it looked to capitalize on the progress of Proton Green. The increased investor relations contributed to the Company's ability to raise USD$5,000,000 of cash from the sale of a small portion of the Company's equity in Proton Green.

Material differences between Q4 2023 and Q1 2024 were in the following areas:

• Professional fees decreased by $202,715 from $224,715 in Q4 2023 to $22,000 in Q1 2024. During Q4 2023, the Company recognized most of the fees related to the year end audit.
• Stock-based compensation decreased by $64,299 from $79,939 in Q4 2023 to $15,640 in Q1 2024. The change in stock-based compensation from period to period is affected by the price of the stock on the open market, volatility of the stock and the prevailing interest rate and the time of the grant.
• Travel and promotion decreased by $28,765 from $37,082 in Q4 2023 to $8,317 in Q1 2024. Management of the Company did not travel extensively in Q1 2024. More travel occurred in Q4 2023 due to business opportunities that were being explored in different locations in the US.
• Net loss in Q4 2023 was $1,368,098 compared to $437,942 in Q1 2024. Mineral property expenses decreased by $557,290 from $615,182 in Q4 2023 to $57,892 in Q1 2024. Due to a lack of resources, the Company kept its activity to the minimum amount required to maintain its mineral and natural gas properties. Additionally, in Q4 2023, the Company had other non-cash losses of $157,780 related to unrealized foreign exchange losses and fair value adjustments on its convertible debentures prior to their maturity and eventual conversion. The Company did not have comparable losses in Q1 2024.

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2024, the Company had a working capital deficit of $8,775,012 compared to working capital deficit of $5,594,652 at January 31, 2024. The working capital deficit includes non-cash obligations of $5,391,743 (2024 - $5,175,688) related to the Company's commitment to drill 30 wells. As the Company drills these wells, the related obligation will be used to off-set drilling costs. In order to meet future expenditures and cover administrative costs, the Company will need to raise additional financing. The working capital is not considered sufficient to settle the Company's current liabilities and pay for its operating activities over the next 12 months.

At October 31, 2024, the Company had current assets of $540,023 (January 31, 2024 - $3,354,883) compared to current liabilities of $9,315,035 (January 31, 2024 - $8,949,535).

The Company does, however, have access to equity investments carried at $50,112,254. The Company may sell some of this equity interest to raise capital in order to fund its operations.

To manage its operating needs, the Company raised US$1,500,000 (CA$2,085,000) through a short-term loan facility provided by the Chairman of the Company's Board of Directors. The loan was due on November 30, 2022 and bears interest at an annual rate based on the Secured Overnight Financing Rate plus 2.75%. The loan is secured by a 1% interest in the Company's interest in Proton Green. The loan has matured and the amount is currently due on demand. The loan was assumed by the CEO on the same terms.

During 2024, the Company received a short-term demand loan of US$50,000 (CA$66,985) from the Chairman of the Company's Board of Directors. This short-term loan is due on demand. There are no other repayment terms. The loan was assumed by the CEO on the same terms.

On July 17, 2023, the Company sold one seventh (1/7) of its interest in Proton Green for $6,593,500 (USD$5,000,000). Prior to the sale, the Company's position was diluted to 13.91%. After the sale, the Company continues to hold an 11.91% in Proton Green. The Company recognized a gain on $6,590,124 on the sale. The Company's 9.97% interest in Proton Green was carried at $13,560,543 on the consolidated statements of financial position on January 31, 2024. By means of a reverse take over transaction, Proton Green was acquired by Cyber App Solutions (Ticker: CYRB). The Company received 8,097,660 shares of Cyber App Solutions in exchange for its interest in Proton Green.

During the nine months ended October 31, 2024, the Company sold 143,334 shares of Cyber App Solutions for $903,003 (USD$645,002). The Company recognized a gain of $902,648 on the sale of the shares. The remaining 7,954,326 shares are carried at $50,112,254 on the consolidated statements of financial position on October 31, 2024.

OFF-STATEMENTS OF FINANCIAL POSITION ARRANGEMENTS

There are no off-statement of financial position arrangements.

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RELATED PARTY TRANSACTIONS

Compensation to key management personnel were as follows:

October 31,	2024	2023
Compensation	$ 395,280	$ 375,075
Share-based payments (1)	312,895	11,139
Total	$ 708,175	$ 386,214

During the period, the Company paid or accrued $74,700 (2024 - $12,000) in fees to a director and a firm controlled by a director for certain services provided.

Included in accounts payable and accrued liabilities is $527,610 (January 31, 2024 - $252,481) payable to key management personnel for services rendered and interest payable.

In 2022, the Company raised US$1,500,000 (CA$2,085,000) through a short-term loan facility provided by the Chairman of the Company's Board of Directors. The loan was due on November 30, 2022 and bears interest at an annual rate based on the Secured Overnight Financing Rate plus 2.75%. The loan is secured by a 1% interest in the Company's interest in Proton Green. The loan has matured and is currently due on demand. The loan was assumed by the CEO on the same terms.

In 2022, the Company received a short-term demand loan of US$50,000 (CA$69,500) from Plateau Oil and Gas Co. Limited, a Company in Kansas controlled by an officer of PHC. This short-term loan is due on demand. There are no other repayment terms. The demand loan was repaid in Q2 2025.

During 2024, the Company received a short-term demand loan of US$50,000 (CA$66,985) from the Chairman of the Company's Board of Directors. This short-term loan is due on demand. There are no other repayment terms. The loan was assumed by the CEO on the same terms.

Directors are also focused on ensuring that sufficient cash is available to manage the projects. They are not paid for their services.

OUTSTANDING SHARE DATA

a) Outstanding Common Shares

	Number of shares
Balance, October 31, 2024	572,681,815
Balance, December 20, 2024	572,681,815

b) Warrants and Stock Options

There were 111,866,800 warrants outstanding and exercisable at various prices ranging from $0.06 to $0.10 at October 31, 2024 and December 20, 2024.

There were 81,700,000 stock options outstanding at a weighted average price of $0.07 as at October 31, 2024 and December 20, 2024.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments are as follows:

	October 31, 2024	January 31, 2024	Fair value Hierarchy
Fair value through profit or loss (FVTPL):
Loans and receivable, measured at amortized cost:
Investment	$50,112,254	$13,560,543	(1)
Cash	$ 480,962	$ 3,263,929
Other liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	$ 1,859,978	$ 1,643,033
Loan payable	$ 2,063,314	$ 2,130,814

(1) Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

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Level 1 - valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3 - valuation techniques based on inputs for the asset or liability that are not based on observable market data.

The Company uses Level 2 fair value hierarchy to determine the value of its investment due to observable transaction prices during the year. Level 3 fair value hierarchy was used to determine the value in 2023 due to a lack of observable market data at that time.

During 2022, the Company acquired an interest in Proton Green for $23,480 and classified the investment with level 3 of the fair value hierarchy. During the years ended January 31, 2022 and 2023, there were no changes in any inputs to the valuation model that would increase or decrease the valuation of the investment. During the year ended January 31, 2024, the investee became a publicly traded company and the investment was reclassified from level 3 to level 2 of the fair value hierarchy (see note 5).

Interest rate and credit risk

It is management's opinion that the Company is not exposed to significant interest rate or credit risks arising from its financial instruments given their short-term nature.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company is exposed to the variability of copper prices.

Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Liquidity Risk

The Company has no income and relies on equity financing or the sale of its investments to support its exploration programs. Management prepares budgets and ensures funds are available prior to commencement of any such program. As at October 31, 2024, the Company has sufficient capital to fund its operations over the next twelve months. The Company had a cash balance of $480,962 (January 31, 2024 - $3,263,929) and investments of $50,112,254 (January 31, 2024 - $13,560,543) to settle current liabilities of $9,315,035 (January 31, 2024 - $8,949,535) of which $5,391,743 is non-cash (January 31, 2024 - $5,175,688).

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and commodity and equity prices.

Currency Risk

The Company engages in significant transactions and activities in currencies other than its reported currency. The Company's exploration activities are primarily in Mexico and the United States of America; accordingly, the resulting assets and liabilities are exposed to foreign exchange fluctuations.

The Company is exposed to foreign currency risk on fluctuations of financial instruments related to cash, deposits and other receivables and accounts payable and accrued liabilities that are denominated in US Dollars and Mexican Pesos. Sensitivity of closing balances to a plus or minus 10% change in foreign exchange rates, with all other variables held constant, would affect net loss by approximately $20,000 (January 31, 2024 - $26,000).

BUSINESS RISKS

The Company's business of exploring for mineral and natural gas resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry, and the same applies to the oil and industry for the drilling of gas wells. For mining sector, these factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. For the gas sector, these factors include inherent risks involved in reopening old wells, drilling new wells and putting them into production. In addition, to those risks there also risks related to the supply chain, subcontractor availability, the geological environment, gas price fluctuation risks, and sale contracts, etc. Because of the

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existence of previously drilled wells on both Syracuse Extension Projects, the exploration risk is much less than the normal risk for gas projects in areas not-previously drilled. Also, because helium sale prices can be contracted for up to 10 years, helium price fluctuations risks can be mitigated substantially.

The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and the Company's common shares should be considered speculative.

The recoverability of financial amounts shown as mining interests and equipment or as oil and gas interests, are dependent upon a number of factors including environmental risks, legal and political risks, the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying assets, the ability of the Company to obtain necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

There can be no assurance that any funding required by the Company will become available to it, and if so, that it will be offered on reasonable terms, or that the Company will be able to secure such funding through third party financing or cost sharing arrangements. Furthermore, there is no assurance that the Company will be able to secure new mineral properties or natural gas properties or projects, or that they can be secured on competitive terms.

INVESTMENT IN SAMALAYUCA COBRE S.A. DE C.V. (SCSA)

Prior to 2021, the Company had invested the majority of its cash inflows in SCSA and much of its focus had been directed to the Gloria project. To-date, this investment has not produced any returns and it is still uncertain when SCSA will be able to generate cash flows such that the Company may recover its investment. We cannot be assured that we will be able to extract copper from the identifiable reserves at rates that are commercially feasible. Further, the price of copper is dictated by factors beyond the control of the Company and these prices will determine the ultimate viability of the Company's investment in SCSA.

OUTLOOK

In January 2021, the Company acquired PHC which has Helium Projects in the western US. PHC completed limited partnership financing in both fiscal 2021 and 2022, to cover the costs of reworking existing wells and/or drilling an additional 30 wells. This schedule was readjusted due to delays in obtaining the necessary permits during the Pandemic, unexpected technical difficulties with reworking the existing wells, drilling the new wells, building a gathering system to connect the wells to the Tumbleweed Pipeline and acquiring the necessary capital. Six wells on the Syracuse Project are now connected to the Tumbleweed Pipeline and are in production, with three previously drilled wells in varying phases of completion, and expected to be connected to the Tumbleweed Pipeline via the gathering system in 2025. The Company's first tested well in the Stockholm project is also producing into tanks, the connection line to the processing plant is ongoing. Helium, Natural Gas, and Oil sales are expected to begin in 2025. Three additional well sites have been identified in this project.

Prior to the Covid Pandemic, the Company's primary focus was on preparation for Pilot Mining and Processing on the Gloria Copper Project located on the Kaity Property in Chihuahua State, Mexico. Developing the Gloria Project is dependent upon the Company's ability to raise significant funding through (i) a private placement financing; (ii) a Debt Financing that had been contemplated in March 2020, (iii) cash flow from PHC, and/or other sources. Due to the Pandemic, the potential investors for the Gloria Project backed away in March-April 2020. With limited access to the Gloria Project over the last few years, the Company's technical team in Mexico had worked on optimizing the pilot mining plan and recovery methodology, to speed up and maximize the potential copper recovery, with the objective of creating significant cash flows sooner to enhance the economics of the Project. The results of the optimizing will assist in future decisions relating to the Project.

The Cumeral Property in Sonora and the La Tuna Property in Sinaloa / Sonora MX, projects are in good standing and are located in areas of Mexico where there is active exploration and opportunities for good projects are limited. With our main focus in Mexico the Gloria Copper Project, the Company is exploring other alternatives for Cumeral and La Tuna that could include joint venture opportunities with companies looking to acquire projects in Mexico.

For more information about these projects, refer to the Business Overview section from page 1 to 11.

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VVC Exploration Corporation

2369 Kingston Road, P.O. Box 28059 Terry Town

Scarborough, Ontario M1N 4E7

Tel: 416-619-5304

http://www.vvcresources.com