Windfall Geotek Inc. — Management Reports 2025

Jan 29, 2025

WINDFALL GEO TEK

Windfall Geotek Inc
Management’s Discussion and Analysis
For The Nine Months Ended November 30, 2024

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

INTRODUCTION

The following Management Discussion and Analysis ("MD&A") of the operations, results, financial position and outlook of Windfall Geotek Inc. (the "Company"), current as of January 29, 2025 should be read in conjunction with the Company's condensed interim consolidated financial statements for the period ended November 30, 2024 and the audited consolidated financial statements for the year ended February 29, 2024, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All financial results presented in this MD&A are expressed in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

FORWARD LOOKING STATEMENTS

This MD&A contains or may refer to certain statements that may be deemed "forward-looking statements". Forward-looking statements include estimates and statements that describe the Company's future development plans, objectives, or goals, including words to the effect that the Company expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices for mineral commodities; exploration successes; new opportunities; continued availability of capital and financing; general economic, market or business conditions; and litigation, legislative, environmental, or other judicial, regulatory, political, and competitive developments. These and other factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. Windfall Geotek Inc. does not undertake to update any forward-looking statement that may be made from time to time by Management or on its behalf, except in accordance with applicable public disclosure rules and regulations. Readers are cautioned not to place undue reliance on forward looking statements.

This MD&A includes but is not limited to, forward looking statements regarding: the potential and planned exploration on the Company's properties; the Company's ability to meet its working capital needs for the next twelve months; the plans, costs, capital and timing of future exploration and development of the Company's property interests; the Company's potential to continue generating revenue by providing services using its Artificial Intelligence ("AI") system.

NATURE OF BUSINESS

Windfall Geotek Inc. is a Canadian mineral exploration, development and service company incorporated under the Canada Business Corporations Act. The Company is engaged in the acquisition, exploration, and development of mineral properties. The Company also offers services using AI and datamining. The Company uses the latest Artificial Intelligence and pattern recognition algorithms to analyze digital data sets of compiled georeferenced historical exploration data, including geological, geochemical, geophysical, and structural data, as well as digital elevation (DEM).

The Company is listed for trading on the Toronto Stock Exchange Venture Market (''TSX-V'') under the symbol "WIN". Windfall Geotek's head office is located at 7005 Taschereau Boulevard, Suite #265, Brossard (Quebec).

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

OVERVIEW

• During the nine months ended November 30, 2024, the Company had revenue from AI services of $225,000 (2023 - $322,500).
• During the nine months ended November 30, 2024, the Company realized a loss on the sale of marketable securities of $727,221 (2023 - $39,433 gain).
• During the nine months ended November 30, 2024, the Company realized a gain on the disposal of mining assets of $nil (2023 - $146,447).
• During the nine months ended November 30, 2024, the Company had a net loss of $604,726 (2023 - $1,026,900).
• As at November 30, 2024, the Company had a cash balance of $74,850 (February 29, 2024 - $331,383), a marketable securities balance of $212,568 (February 29, 2024 - $634,538) and a working capital balance of $326,836 (February 29, 2024 - $931,562).

Share Capital

There were no share capital activities during the nine months ended November 30, 2024.

Activities after November 30, 2024:

There were no activates after November 30, 2024.

Marketable Securities

As at November 30, 2024, the Company held the following marketable securities:

Company	Shares Held	Cost	Fair Value
Blue Thunder Mining Inc.	265,957	50,000	11,968
Catalyst Mines Inc. (private)	1,000,000	100,000	100,000
Dryden Gold Corp	80,000	20,000	9,600
Platinex Inc*	250,000	50,000	25,000
MacDonald Mines Exploration	300,000	120,000	12,000
S2 Minerals Inc. **	125,000	37,500	30,000
QC Copper and Gold Corp.	200,000	27,000	24,000
		$ 404,500	$ 212,568

• On September 11, 2024, Platinex Inc. completed a 4:1 share consolidation.
• On December 5, 2024, S2 Minerals Inc. completed a 2:1 share consolidation.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

As at November 30, 2024, the Company held the following share purchase warrants:

Company	Warrants	Exercise price	Expiry Date
Dios Exploration Inc.	250,000	$ 0.10	August 12, 2026

OPERATIONAL UPDATE

Highlights for the nine months ended November 30, 2024:

• During the nine months ended November 30, 2024, the Company had a net loss of $604,726 (November 30, 2023 - $1,026,900), which included an unrealized gain on marketable securities of $643,962 (November 30, 2023 - $366,045 loss) and a realized loss on marketable securities of $727,221 (November 30, 2023 - $39,433 gain).

EXPLORATION AND EVALUATION UPDATE

Sobeski Lake Property

In early 2021, the Company invested several months of management and technical time to perform a detailed comparative analysis on its mineral exploration claim portfolio, due to its holdings in several properties at the time. Based on this process, the Sobeski Lake property was determined to be a property for further development.

The Sobeski Lake property consists of certain mining claims, and covers an area of approximately 2,253 hectares in Red Lake, Ontario. An important factor in the selection of the Sobeski Lake property for further exploration was the success the company had with its Red Lake Camp customer, which exhibited >98% similarity in gold mineralization. Since staking the Sobeski Lake property, the Company has completed a soil sampling program in which a total of 497 samples were taken. The objective of the program was to determine if there were coincident gold-in-soil anomalies over the statistical analysis of the area using the Company's AI technology platform. The results of this program were successful as anomalous gold-in-soil samples returned values as high a 640-ppb gold. One large gold-in-soil anomaly was outlined with several smaller outlier anomalies detected. Early exploration results were favorable and the Company is planning further exploration work on the property in the future.

A technical report on the Sobeski Lake property, entitled "NI 43-101 Independent Technical Report on the Sobeski Lake Property" (the "Technical Report") was prepared in compliance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") with an effective date of September 6, 2021. The Technical Report is available on the Company's profile page on SEDAR+.

Additionally, the Company owns certain claims in the provinces of Ontario and Quebec.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

Exploration and Evaluation Expenditures

During the nine months ended November 30, 2024 and 2023, the Company incurred the following expenses relating to its mineral claims:

	Three months November 30, 2024	Three months November 30, 2023	Nine months November 30, 2024	Nine months November 30, 2023
Claim staking	$ -	$ -	$ -	$ 2,500
Geological consulting	-	12,000	-	36,700
	$ -	$ 12,000	$ -	$ 39,200

Properties Optioned and Sold

Marshall Lake

On March 17, 2022, the Company entered into a property option agreement with a private Canadian company ("Private-Co"), pursuant to which Private-Co was granted the option to earn up to an undivided 90% interest in certain claims comprising the Marshall Lake property. In order for Private-Co to acquire an undivided 90% interest in the claims, it must:

• Pay $10,000 (received) in cash to the Company and incur $75,000 in exploration expenditures within 30 days following the effective date of the option agreement whereafter the optionee shall have earned 20% legal interest in the property;
• On or before March 17, 2023, pay $10,000 (received) in cash to the Company and incur an additional $100,000 in exploration expenditures whereafter the optionee shall have earned 40% legal interest in the property; and
• On or before March 17, 2024, pay $10,000 in cash to the Company and incur an additional $150,000 in exploration expenditures whereafter the optionee shall have earned 90% legal interest in the property.

Upon exercise of the option, the Company shall become entitled to a 2% NSR.

During the year ended February 29, 2024, the Optionee provided notice to the Company that they would not be exercising their option to earn 90% of the claims.

Ontario Claims 1 – Burnt Bush

On August 17, 2022, the Company entered into a property option agreement with a private Canadian company ("the Optionee"), pursuant to which the Optionee was granted the option to earn up to a 100% interest in certain claims in the province of Ontario. In consideration for a series of payments to the Company consisting of cash and common shares along with exploration expenditures.

During the year ended February 29, 2024, the Optionee provided notice to the Company that they would not be exercising their option to earn 100% of the claims.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

Ontario Claims 2 – Barnett

On August 17, 2022, the Company entered into a property option agreement with the Optionee, pursuant to which the Optionee was granted the option to earn up to a 100% interest in certain claims in the province of Ontario. In consideration for a series of payments to the Company consisting of cash and common shares along with exploration expenditures.

During the year ended February 29, 2024, the Optionee provided notice to the Company that they would not be exercising their option to earn 100% of the claims.

Properties Sold

Chapais

On March 3, 2023, the Company entered into a mining property acquisition agreement with QC Copper & Gold Inc. ("QC") whereby QC has acquired certain claims comprising the Chapais property by issuing 500,000 common shares of QC ($67,500 – received) to the Company. The Company will retain a 2% net smelter royalty ("NSR"), which the purchaser can buy back 1% of the NSR for $1,000,000.

Ring of Fire, Northern Ontario

On March 18, 2022, the Company sold claims in northern Ontario for total proceeds of $300,000 cash (received) plus a 2% NSR. The purchaser can buy back 1% of the NSR for $1,000,000. Pursuant to the original agreement, the Company is to receive additional compensation if the property is acquired by a public company within an allotted time frame. On April 17, 2023, the Company received 526,315 shares ($78,947) of S2 Minerals Inc. ("S2") upon S2 acquiring the property.

New Brunswick

On January 11, 2023, the Company entered into an agreement to sell a New Brunswick mineral claim to Nine Mile Metals Ltd. for total consideration of $65,000 payable in common shares (232,143 common shares - received) plus a 2% NSR. The purchaser can buy back 1% of the NSR for $500,000.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

SELECTED FINANCIAL INFORMATION

The following table summarizes selected financial data reported by the Company for the years ended February 29, 2024, February 28, 2023 and 2022. The information set forth should read in conjunction with the audited annual consolidated financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS"), and the related notes thereon.

Fiscal Year ended	February 29, 2024	February 28, 2023	February 28, 2022
Total revenue	$352,500	$658,459	$571,412
Net (loss) income and comprehensive (loss) income	($1,522,846)	($934,154)	($5,368,151)
Basic (loss) income per common share	(0.01)	(0.01)	(0.04)
Total assets	$1,022,008	$2,526,527	$3,280,684
Total liabilities	$90,445	$99,304	$141,325
Cash dividends per common share	Nil	Nil	Nil

SUMMARY OF QUARTERLY RESULTS

The following table summarizes selected financial information from the Company's unaudited condensed interim consolidated financial statements for the last eight quarters.

Quarter Ended	Revenue	Net comprehensive Income (loss)	Basic and Diluted net income (loss) per common Share
30/11/2024	100,000	(110,779)	(0.00)
31/08/2024	25,000	(443,932)	(0.00)
31/05/2024	100,000	(50,015)	(0.00)
29/02/2024	30,000	(495,946)	(0.005)
30/11/2023	75,000	(539,080)	(0.005)
31/08/2023	5,000	(365,384)	0.00
31/05/2023	242,500	(122,436)	0.00
28/02/2023	70,449	58,312	0.00

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

RESULTS OF OPERATIONS

Three months ended November 30, 2024, compared to the three months ended November 30, 2023.

The Company recorded a net loss of $110,779 for the three months ended November 30, 2024 (2023 - $340,912). The variances from the prior period are primarily due to the following items:

• Share-based compensation, a non-cash expense, was $nil (2023 - $2,186). The decrease relates to the fact that no options were issued during the three months ended November 30, 2024.
• General and administration expenses were $219,844 (2023 - $310,714). Further breakdown of general and administration expense is as follows:

	November 30, 2024	November 30, 2023
Bad debt expense	$ -	$ 203,459
Consulting fees and salaries	162,711	252,682
Travel and promotion	8,502	3,100
Shareholder information	14,743	13,236
Professional fees	15,755	14,146
General & Administration	18,133	32,571
	$ 219,844	$ 519,194

• Bad debt expense of $nil (2023 - $203,459). The decrease is a result of the writing off uncollectible accounts receivable balances during the three months ended November 30, 2023.
• Consulting fees and salaries of $162,711 (2023 - $252,682). The decrease is a result of the Company reducing the number of consultants and employees during the three months ended November 30, 2024 when compared to the prior period.
• Travel and promotion expense of $8,502 (2023 - $3,100). The increase is a result of the Company incurring additional travel during the three months ended November 30, 2024.

• Professional fees of $15,755 (2023 - $14,146). The increase is a result of the Company incurring additional legal fees during the three months ended November 30, 2024.

• Exploration and evaluation expenditures were $nil (2023 - $12,000). The Company did not conduct any exploration during the three months ended November 30, 2024.

• Unrealized gain on marketable securities was $24,945 (2023 - $59,225 loss). The increase in market value is a result of changes in market conditions, which can significantly affect the market price of the securities owned by the Company on reporting dates.
• Loss on marketable securities was $18,318 (2023 - $nil). The increase is a result of the Company disposing of marketable securities in the three months ended November 30, 2024, which resulted in the realization of losses on the share dispositions.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

Nine months ended November 30, 2024, compared to the nine months ended November 30, 2023.

The Company recorded a net loss of $604,726 for the nine months ended November 30, 2024 (2023 – $1,026,900). The variances from the prior period are primarily due to the following items:

• Share-based compensation, a non-cash expense, was $nil (2023 - $2,186). The decrease in expense relates to the fact that no options were issued during the nine months ended November 30, 2024.
• General and administration expenses were $722,389 (2023 - $1,122,818). Further breakdown of general and administration expense is as follows:

	November 30, 2024	November 30, 2023
Bad debt expense	$ -	$ 203,459
Consulting fees and salaries	492,418	731,880
Travel and promotion	17,172	6,866
Shareholder information	66,326	43,056
Professional fees	98,430	64,303
General & Administration	48,043	73,254
	$ 722,389	$ 1,122,818

• Bad debt expense of $nil (2023 - $203,459). The decrease is a result of the writing off uncollectible accounts receivable balances during the nine months ended November 30, 2023.
• Consulting fees and salaries of $492,418 (2023 - $731,880). The decrease is a result of the Company reducing the number of consultants and employees during the nine months ended November 30, 2024.
• Travel and promotion expense of $17,171 (2023 - $6,866). The increase is a result of the Company incurring additional travel expenses related to the Company's sales manager during the nine months ended November 30, 2024.

• Professional fees of $98,430 (2023 - $64,303). The increase is a result of the Company incurring additional legal fees during the nine months ended November 30, 2024 as a result of the Company listing on a different exchange.

• Exploration and evaluation expenditures were $nil (2023 - $39,200). The Company did not conduct any exploration during the nine months ended November 30, 2024.

• Unrealized gain on marketable securities was $643,962 (2023 - $366,045 loss). The increase is a result of changes in market conditions, which can significantly affect the market price of the securities owned by the Company on reporting dates.
• Loss on marketable securities was $727,221 (2023 - $39,433 gain). The increase is a result of the Company disposing of marketable securities in the nine months ended November 30, 2024, which resulted in the realization of losses on the share dispositions.
• Gain on disposal of mining assets was $nil (2023 - $146,447), which relates to the disposition of mineral claims during the period.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

LIQUIDITY AND CAPITAL RESOURCES

On November 30, 2024, the Company had a cash balance of $74,850 compared to a cash balance of $331,383 on February 29, 2024. Working capital on November 30, 2024 was $326,836 compared to a working capital balance of $931,562 on February 29, 2024.

The net change in cash position on November 30, 2024 compared to February 29, 2024 was a decrease of $256,533 (2023 - $763,438 decrease) due to the following activities:

• Cash used in operating activates for the nine months ended November 30, 2024 was $595,244 (2023 - $849,371). Cash was mostly spent on salaries, management consulting, general and administrative expenses and legal fees.
• Investing activities provided $338,711 in cash (2023 - $60,933), which relates to the proceeds received on the disposition of marketable securities.
• Financing activities provided $nil in cash (2023 - $25,000).

The Company generates revenue from providing consulting services related to AI services. However, this revenue has not been sufficient to cover general operating expenditures in the past and the Company has had to rely on the issuance of equity to provide adequate liquidity. The Company will be required to raise additional capital through the issuance of equity if revenues cannot sustain operational cash flows.

The Company's financial liabilities comprised of accounts payable, accrued liabilities, and amounts due to related parties, are all due on demand.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

RELATED PARTY TRANSACTIONS

Related party transactions are recorded at the exchange amount as agreed by the parties. Related party transactions not otherwise disclosed in the financial statements are:

| | Three months
November 30 2024 | Three months
November 30, 2023 | Nine months
November 30, 2024 | Nine months
November, 2023 |
| --- | --- | --- | --- | --- |
| Consulting fees | $ 63,000 | $ 45,000 | $ 129,000 | $ 135,000 |
| Salaries and benefits | - | 46,038 | 57,524 | 192,923 |
| Share-based compensation | - | - | - | 2,186 |
| | $ 63,000 | $ 91,038 | $ 186,524 | $ 330,109 |

Due to/from related parties

As at November 30, 2024, a director was owed $33,900 (February 28, 2024 - $nil).

CHANGES IN ACCOUNTING POLICIES

None

PROPOSED TRANSACTIONS

In the normal course of business, the Company evaluates property acquisition transactions and, in some cases, makes proposals to acquire such properties. These proposals, which are usually subject to Board and sometimes regulatory and shareholder approvals, August involve future payments, share issuances, and property work commitments. These future obligations are usually contingent in nature and generally the Company is only required to incur the obligation if it wishes to continue with the transaction.

OFF-BALANCE SHEET ARRANGEMENTS

As of November 30, 2024 the Company had no off-balance sheet arrangements.

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Windfall Geotek Inc.
Management’s Discussion and Analysis
For The Nine Months Ended November 30, 2024

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

The preparation of financial statements requires management to make estimates and judgments and form assumptions that affect the reported amounts and other disclosures in the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these financial statements include, among others, the recoverability of amounts receivable and deferred tax assets, impairment of assets, measurement of share-based payments and valuation of reclamation obligations.

Although the Company has taken steps to verify title to the mineral properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

From time to time, the Company grants common share purchase options to directors, officers, employees, and non-employees. The Company uses the fair value method of accounting for options granted under its share purchase option plan. Options granted to directors, officers and employees are measured at fair value, which is charged to operations over the applicable vesting period, with an offsetting credit to share option reserves. Options granted to non-employees are measured at fair value of goods and services received, which is charged to operations at the date the options are fully vested, with an offsetting credit to share option reserves. The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. Cash received on the exercise of share options is recorded in share capital and the related compensation included in share option reserves is transferred to share capital to recognize the total consideration for the shares issued.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

RISK AND UNCERTAINTIES

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is subject to concentrations of credit risk through cash and amounts receivable. The Company reduces its credit risk by maintaining part of its cash in financial instruments held with a Canadian chartered bank.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. The Company is exposed to liquidity risk and may require additional equity financings in the future if future revenues cannot sustain operational cash flows.

Market risk

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

Foreign currency risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company is therefore not exposed to fluctuations in the value of assets and liabilities as they are denominated in Canadian dollars.

Equity price risk

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.

Environmental risk

The Company's exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Cash Flows from Consulting Income

The Company currently generates revenue and cash flows from its consulting services. The availability of these sources of funds and the Company's ability to maintain a network and attract additional customers will depend on several factors, many of which are outside of the Company's control. The Company's contracts are generally short-term and the Company is actively seeking to diversify its customer base with longer-term contracts, the loss of any one of its customers or the inability to attract additional customers will result in a material adverse effect on the business and may adversely affect revenues going forward.

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Windfall Geotek Inc.
Management’s Discussion and Analysis
For The Nine Months Ended November 30, 2024

Dependence on Management and Key Personnel

The Company’s future growth and its ability to develop, depend, to a significant extent, on its ability to attract and retain highly qualified staff. The Company relies on a limited number of key employees, consultants and members of senior management, and there is no assurance that the Company will be able to retain such personnel. The loss of one or more key employees, consultants, or members of senior management, if such persons are not replaced, could have a material adverse effect on The Company’s business, financial condition, and prospects. To operate successfully and manage its potential future growth, The Company must attract and retain highly qualified engineering, managerial and financial staff. Competition for its personnel can be intense, and the Company cannot ensure that it will be able to bring in and retain highly skilled technical and management staff in the future. In addition, the Company may be obligated to increase the compensation paid to current or new staff, which could substantially increase operating expenses.

Technological Changes

The Company’s consulting services and investing divisions operate in business segments that are entirely dependent on technology and the internet. As such, technological change will impact the ability of the Company to expand and grow its business and will affect the costs and expenses incurred by the Company, including capital requirements. There is a risk that new technologies and standards may render the Company’s software applications obsolete. The Company may be required to invest significant capital in new technology and software development to remain competitive.

Private Issuers and Illiquid Securities

The Company invests in securities of private issuers. Investments in private issuers cannot be resold without a prospectus, an available exemption or an appropriate ruling under relevant securities legislation and there may not be any market for such securities. These limitations may impair the Company’s ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers may offer relatively high potential returns but will also be subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of the Company’s private company investments or that the Company will otherwise be able to realize a return on such investments. The Company also invests in illiquid securities of public issuers. A considerable period may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize the Company’s investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

Investment Risks

The Company will acquire securities of public and private companies from time to time, which are primarily junior or small-cap companies. Poor investment performance could impair revenues and growth. The market values of the securities can experience significant fluctuations in the short and long term due to factors beyond the Company’s control. Market value can be reflective of the actual or anticipated operating results of the companies and/or the general market conditions in a specific sector, such as fluctuations in commodity prices and global political and economic conditions. The Company’s investments will be carried at fair value, and unrealized gains/losses on the securities and realized losses on the securities sold could have a material adverse impact on the Company’s operating results. There is no assurance that The Company will be able to achieve or maintain any level investment return, which may have a material adverse impact on its ability to attract investors. Furthermore, the junior mining space tends to be more volatile than the general market indices. This volatility combined with negative or poor performance could combine to lead to a reduction in investor interest.

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Windfall Geotek Inc.
Management's Discussion and Analysis
For The Nine Months Ended November 30, 2024

Reliance on a Single Product

A decline in the growth of demand for these products would have a material adverse effect on our operating results and growth prospects. Because the Company is currently substantially dependent on AI services as its only product, factors such as changes in customer preferences may have a disproportionately greater impact on the Company than if it derived significant revenue from multiple lines of products. There can be no assurance that AI services technology will attain or maintain long-term customer appeal. If customer interest in AI technology in general declines, or if there is increased competition in the AI market for detection technology.

The Company's future performance will be dependent on its ability to design, develop, manufacture, assemble, test, market and support its current products, as well as to continue developing new products and enhancing its current products, in a timely and cost effect manner on behalf of its customers. The Company's existing contractual relationships gives it confidence in its ability to achieve sales and maintain a customer base within its target industries, notwithstanding the risks outlined above. The Company has, and will continue to, invest in new product development to expand its business within existing markets.

FINANCIAL INSTRUMENTS

The Company has identified several financial instruments that it utilizes in its day-to-day operations. A detailed explanation of the policies may be seen in the Company's Note 15 of the condensed interim consolidated financial statements for the nine months ended November 30, 2024.

QUALIFIED PERSON

The above technical information was prepared, confirmed and/or reviewed by Grigor Heba, P.Geo. (Québec), and a qualified person under NI 43-101.

OUTSTANDING SHARE DATA

As at the date of the MD&A, the Company had the following common shares, stock options and warrants outstanding:

Common shares	134,095,628
Share purchase options	7,370,000
Share purchase warrants	-
Total common shares fully diluted	141,465,628