Wolfden Resources Corporation — Management Reports 2025

Apr 23, 2025

WOLFDEN

Wolfden Resources Corporation

MANAGEMENT'S DISCUSSION & ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Form 51-102F1

For the twelve months ended December 31, 2024 and 2023

(Stated in Canadian Dollars)

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the twelve months ended December 31, 2024 and 2023

Date of Report: April 22, 2025

General

The following Management's Discussion and Analysis ("MD&A") of Wolfden Resources Corporation ("Wolfden" or the "Corporation") should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 with a comparative period for the year ended December 31, 2023 and the notes thereto. The Corporation's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards"). Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars. This MD&A was prepared as of April 22, 2025 and all information is current as of such date. Readers are encouraged to read the Corporation's public information filings on SEDAR+ at www.sedarplus.ca.

This discussion provides management's analysis of Wolfden's historical financial and operating results and provides estimates of Wolfden's future financial and operating performance based on information currently available. Actual results will vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance.

Certain information set forth in this MD&A, including management's assessment of the Corporation's future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward-looking statements. Wolfden's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that Wolfden will derive there from. Wolfden 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 by applicable law.

Corporate Overview

Wolfden Resources Corporation (the "Corporation" or "Wolfden") was incorporated under the laws of the Province of Ontario on August 12, 2009.

On October 18, 2012, the Corporation completed its initial public offering and received approval from the TSX Venture Exchange to list its common shares on the TSX-V as a Tier 1 Mining Issuer and began trading under the symbol WLF.

Quarterly and Year-End Operational Highlights

Wolfden Resources Corporation is a North American exploration and development company focused on high-margin metallic mineral deposits including precious, base, and critical metals. It has two nickel sulphide deposits in Manitoba and one of the highest-grade polymetallic projects in the USA (Zn, Pb, Cu, Ag, Au) that represent significant development projects with the potential to produce domestic supply of strategic and precious metals. The Corporation is actively reviewing projects in other jurisdictions and during the last quarter of 2024, acquired on option to earnin to the Rockland Gold Project in the Walker Lane Trend of Nevada.

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Exploration and Field Work during the Quarter

There was no exploration field work performed during the quarter. Some effort was focused on community relations for our Island Lake nickel project in Manitoba. Much of the focus was on the acquisition completion of the Rockland Gold Project in Nevada, along with updating of the existing drill permit and planning for the geophysical and drill program to be completed in 2025 as part of its terms to earn an interest in the project.

Rockland Gold Project – Nevada

An option to earn up to a 75% interest in the Rockland Property in the Walker Lane Trend of Nevada USA was executed on October 28, 2024. Located just south of south of Yerington (Figure 1), the 1,054 hectare property is underlain by a large, robust, low-sulphidation, quartz-adularia epithermal gold-silver system with similar characteristics to neighbouring high-grade Aurora and Bodie gold vein deposits. Drill permits were already in place and the Corporation plans to drill test below the previously drilled well mineralized gold zones to test for the potential of a larger hydrothermal higher-grade vein stockwork system. Management believes the project is a potential analog target model to AngloGold's major new Silicon-Merlin discovery located in the Beatty District further to the southeast along the Walker Lane trend, which hosts Indicated-level mineral resources of 121 mT for 3.4 million ounces of gold and Inferred mineral resources of 391 mT for 12.9 million ounces of gold.

The Rockland East target represents an advanced drill ready exploration target in the Walker Lane Trend that consists of:

1) gold intercepts that returned to 1.0 g/t AuEq over 146.4 metres that ended in mineralization,
2) an historic bonanza-type Au-Ag mine that is part of the property package,
3) multi-square kilometre scale, argillic to advanced argillic, rhyolite and basin-margin-debris-hosted alteration zones that are cut by quartz veins enriched in antimony, arsenic and gold, and
4) geophysical data that suggests zones where hydrothermal fluids upwelled and subsequently ponded, creating wide, lower grade gold zones that are interpreted to flank potential high-grade gold vein stockwork at depth.

These are the typical characteristics exhibited by some of the high quality gold deposits in the Walker Lane Trend.

As part of our due diligence four rock and core assay reject (non-oxidized) samples containing from 1.0 g/t Au to 10.4 g/t Au were subjected to a 24-hr bottle roll cyanide leach using Leachwell as a catalyst; resulted in gold recoveries ranging from 85% to 98% and suggest the potential for good conventional gold recoveries. Plans are to complete a minimum 1,800 metre diamond drill program in 2025 by taking advantage of the previously approved drill program permitting.

Pickett Mountain – Maine

The Pickett Mountain Project is on hold and the Corporation is considering its options with respect to its assets in Maine. The Pickett property consists of over 7100 acres which has significant land value even considering the majority of the timber has been harvested over the last ten years. However, for this or any other mining project to proceed in Maine, there needs to be changes to the make up of the Land Use Planning Commission (LUPC), its mandate and rules with respect to mine rezoning applications and a change in the political and scientific attitudes towards mining in the State legislature. Our longer term vision for the Project is based on the fact that local population and the majority of those who reside in the Northern half of Maine (that makes up the 10 million acres of the LUPC territory) are more supportive than not of mining primarily based on the potential employment and economic benefits for the area that is in desperate need of such a boost. Those who are opposed to the Project and mining in the State, for the most part reside outside the territory and in southern Maine.

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Future Work at Pickett

Wolfden has halted all field work on the project and minimized its expenditures until such time there is a change in the mandate or the rules of the LUPC, or the politics in the State that may be more favorable with respect to mining.

Big Silver – Maine

This project resides in the Town of Pembroke and not subject the same LUPC rezoning process as Pickett Mountain. The project however, remains on hold while the Company assesses its options to recommence exploration in Maine.

Drill results from the 8 hole, 1,750 metre Fall 2021 include the following highlights:

• 173.3 g/t AgEq over 50.1 metres from 67.9 metres in hole PB21-02
• 217.1 g/t AgEq over 42.9 metres from 116.2 metres in hole PB21-03
• 123.6 g/t AgEq over 36.7 metres from 67.2 metres in hole PB21-05

Notes: 1) True widths are estimated at 70% of hole length shown. 2) Silver Equivalent grades (AgEq) was calculated using metal prices of $20/oz silver, $1.25/lb zinc and $1.00/lb lead. AgEq = Ag g/t + (Zn% x 42.8) + (Pb% x 34.2). No assumed metallurgical recoveries were included in the AgEq calculation as no metallurgical testing has been completed to date.

The core of the Big Silver Project is a 1,500 m by 2,000 m area of silver, zinc, lead, copper and gold mineralization with historic drill intercepts including 530.2 g/t AgEq over 15.2 metres and 14.63 g/t Au and 1.07% Cu over 7.0 metres. The high precious-metal polymetallic mineralization is hosted by sediments, mafic volcanics/intrusions and hydrothermal breccias. Wolfden's objective was to confirm and expand on the historic results utilizing several techniques including drilling, soil sampling, an induced polarization and ground magnetic geophysical surveys. Wolfden's work has defined and expanded the footprint of the mineralized zones with the new data providing context and prioritized target areas for future drill programs.

The grade and size implications of this silver rich mineralization system is encouraging and its coincidence with recently defined soil and geophysics anomalies. The goal has been to discover and delineate an underground resource of 20 million tonnes or more, which appears achievable with this type of mineralized system. The hydrothermal system appears to be very strong, well-endowed and both structurally and stratigraphy controlled. Further testing would focus on two principle emerging trends that have not been well explored and include a series of new, buried geophysical targets at depth.

Similar to Pickett Mountain, the Corporation is not likely to recommence work on this project until there is a preception of change in the potical and scientific attitudes towards mining in the State legislature.

Silver Projects – New Brunswick

Prior to the second quarter of 2023, trenching to discover the source of kilometre-scale, silver (+- antimony, lead and arsenic)-in-soil anomalies were carried out over the California Lake, Carroll and Bear Creek silver targets. As well, an induced polarization geophysical survey was completed over the Bear Creek target area. Trenching to follow-up anomalous base metal anomalies in soil were carried out over the McMaster and Restigouche Properties. Soil sampling was carried out to validate soils with anomalous base metal values at California Lake.

On March 9, 2023, the Corporation announced that it has reached an agreement with Advance Lithium Corp ("ALC") allowing ALC to acquire a 100% interest in Wolfden's Tetagouche Project in the Bathurst Mining Camp of New Brunswick ("the Property"). The transaction did not close and the agreement with ALC has been terminated. Wolfden retains all rights and ownership, same as prior to the agreement.

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Rice Island – Manitoba

The Rice Island Ni-Cu-Co-PGE sulphide deposit is comprised of a U-shaped 'keel' and 'feeder' dyke of higher-grade mineralization where an initial NI43-101 compliant mineral resources estimate was released on December 13, 2021.

A work permit was secured to allow for the completion of a geophysical survey to test the Fly Zone Ni-Cu-Co-PGE sulphide mineralization. The new zone lies approximately 7.5 km northeast of the Rice Island deposit and is associated with a 3 km by 1 km sized, layered gabbro intrusion. Grab samples from the Fly Zone returned up to 0.33% Ni, 0.17% Cu, 0.009% Co, 0.64 g/t Au, 69 ppb Pd and 69 ppb Pt. The sulphide mineralization occurs as distinct, coarse clots (to 3 cm by 1 cm in cross-section) comprising up to 20% of the rock with obvious pentlandite (nickel sulphide) and chalcopyrite (copper sulphide) in the altered gabbro host. This zone was traced in bedrock for approximately 100 metres along strike before trending under overburden covered areas to the north and south. Alteration within the gabbro host and soil anomalies, suggest that there may be parallel zones of Ni-Cu-Co-PGE mineralization. The target area for this type of mineralization extends for 2.2 km, the entire length of the claim. Prospecting suggests that additional, parallel, gabbro-hosted sulphide zones are present that could have the potential for additional nickel bearing mineralization similar to the Rice Island deposit or as a stand alone deposit type.

Rice Island Mineral Resource Estimate Summary:

DECEMBER 13, 2021 - UNDERGROUND MINERAL RESOURCE ESTIMATE
Classification	Tonnage	Ni	Cu	Au	Pt	Pd	Co	NiEq	NiEq
	tonnes	%	%	g/t	g/t	g/t	%	%	tonnes
Indicated	4,293,000	0.74	0.49	0.06	0.02	0.03	0.03	1.11	47,700
Inferred	3,395,000	0.55	0.37	0.09	0.02	0.04	0.04	0.89	30,300

1. NiEq was calculated using metal prices of US$7.50/lb nickel, US$3.50/lb copper, US$24 per pound cobalt, US$1,700/oz gold, US$1,000/oz platinum and US$2,100/oz palladium. NiEq% = Ni% + (Cu% x 0.467) + (Co% x 3.200) + (Au g/t x 0.331) + (Pt g/t x 0.194) + (Pd g/t x 0.408). An assumed metallurgical recovery of 85% was used in the Mineral Resource Estimate and is therefore incorporated into the NiEq% value calculation.
2. Underground Mineral Resources were calculated using a 0.5% NiEq cut-off after an estimated process recovery of 85% using a nickel price of US$7.50/lb, an exchange rate US$:C$ of 0.78, mining cost of C$65/t, processing cost of C$20/t and G&A cost of C$5/t.
3. The Mineral Resource Estimate was prepared, supervised, and reviewed by Independent Qualified Persons ("QPs") Yungang Wu, P.Geo., Eugene Puritch, P.Eng. and David Barga, P.Geo. of P&E Mining Consultants Inc. with an effective date of December 13, 2021.

Nickel Island – Manitoba

The next program at Nickel Island includes a ground geophysical survey to be followed-up with a diamond drill program pending the positive outcome of a demonstration program to the neighboring First Nations communities. Planning and dialogue for these programs remains ongoing with some positive progress during the year including an MOU that was signed with one of the three neighboring First Nations Communities. Community efforts will continue in 2025 with a focus on the other two communities.

The initial NI43-101 compliant resource estimate for Nickel Island of 8.5 million tonnes @ 0.86% NiEq, was released on January 10, 2022. NiEq was calculated using metal prices of US$7.50/lb nickel and US$3.50/lb copper. NiEq% = Ni% + (Cu% x 0.467). An assumed metallurgical recovery of 85% was used in the Mineral Resource Estimate and is therefore incorporated into the NiEq% value calculation. Underground Mineral Resources were calculated using a 0.5% NiEq cut-off after an estimated process recovery of 85% using nickel price of US$7.50/lb, an exchange rate US$:C$ of 0.78, mining cost of C$65/t, processing cost of C$20/t and G&A cost of C$5/t. The Nickel Island Mineral Resource Estimate was prepared, supervised, and

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

reviewed by Independent Qualified Persons of P&E Mining Consultants Inc. with an effective date of January 10,2022.

The relogging and sampling of some historic drill holes exhibits better than expected values of palladium and platinum that averaged 0.72 g/t and 0.21 g/t, respectively in 11 samples, that averaged 2.32% Ni and with highs of 0.15 g/t Au, 2.72 g/t Pd, 0.67 g/t Pt and 0.08% Co in a sample that returned 7.43% Ni and 0.49% Cu. The addition of these previously un-assayed metals could represent some significant upside to the potential economic importance of the deposit and any extensions. The next drill program will include analysis for these metals.

Results of Operations

The following table provides selected financial information and should be read in conjunction with the Corporation's audited financial statements for the periods below.

	Year ended December 31, 2024 $	Year ended December 31, 2023 $	Year ended December 31, 2022 $
Operations
Exploration and Evaluation Expenditures	194,423	1,266,008	2,953,698
Other Income	-	15,000	1,515,500
Loss for the year	(1,009,278)	(2,806,204)	(2,687,341)
Comprehensive loss for the year	(1,010,081)	(2,731,683)	(2,778,037)
Basic and diluted loss per share	(0.01)	(0.02)	(0.02)
Balance Sheet
Working capital	(309,230)	700,773	3,093,885
Total assets	445,945	1,201,048	3,663,230
Total liabilities	(754,847)	(499,869)	(568,795)

Summary of Quarterly Results

The following table sets out selected quarterly financial data for the most recently completed interim quarters:

Quarter	2024 Fourth ($)	2024 Third ($)	2024 Second ($)	2024 First ($)	2023 Fourth ($)	2023 Third ($)	2023 Second ($)	2023 First ($)
Investment income/(loss)	468	(14,060)	2,807	44,377	22,844	383	1,722	9,077
Operating expenses	422,380	141,155	237,712	246,818	934,278	658,673	731,368	463,018
Net Loss	(478,559)	(197,136)	(199,633)	(133,951)	(911,475)	(658,325)	(729,646)	(438,940)
Comprehensive income/(loss)	(413,961)	(155,323)	(234,624)	(206,173)	(988,707)	(585,725)	(792,843)	(435,431)
Profit/(loss) per share	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Quarter on quarter, the Corporation has seen the loss vary depending primarily on the amount of exploration expenditures, as well the financing available for these activities. Management maintains a very conservative approach with respect to control of administrative expenses and variances in personnel levels.

Overall Performance

The comprehensive loss for the three months ended December 31, 2024 was $413,961 which was a decrease of $574,746 over the comprehensive loss for three months ended December 31, 2023, of $988,707. Furthermore, a loss of $1,010,081 has been recorded for year ended December 31, 2024, as compared to the loss of $2,731,683 for the year-end period in 2023. The difference is mainly due to the decrease in share based compensation, exploration and evaluation expenses, and general administrative expenses in the three-month and twelve month periods ended December 31,2024 as compared to the previous 2023 periods. Exploration and evaluation expenses decreased from $1,266,008 to $194,423 for the year ended December 31, 2024 as compared to the same period in 2023, and the general and administrative expenses decreased from $1,003,043 to $773,325 for the same period twelve month period. The share based payments have decreased from $338,428 to $NIL in 2024 since no new annual compensation bonuses were awarded during the period ended December 31, 2024.

The major components of general and administrative costs for the year ended December 31, 2024 include payroll expense of $498,625, transfer agent fees of $18,069 and director fees of $60,314 (that were accrued and not paid until 2025).

The Corporation recorded $33,592 in investment interest income for the year ended December 31, 2024 as compared to $34,017 in the previous year.

Exploration and Evaluation Expenditures

The Corporation incurred exploration and evaluation expenditures of $194,423 for the year ended December 31, 2024, the breakdown of exploration and evaluation for the period is as follows:

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

For the year ended December 31, 2024

	Manitoba Nickel	Teta-gouche	Pickett Mountain	Big Silver	Other	Total for 2024	Total inception to date
Analysis	-	4,989	-	-	-	4,989	1,007,874
Geological	3,438	8,180	3,330	283	59,097	74,328	4,095,659
Geophysical	-	-	-	-	-	-	3,276,490
Geochemical	-	-	-	-	-	-	475,159
Travel	-	-	17,960	-	2,742	20,702	980,426
Drilling	-	-	-	-	-	-	8,788,131
Property Work	-	14,595	-	-	1,427	16,022	1,059,393
Ops Support	4,000	-	14,636	3,363	-	21,999	661,381
Administration	-	-	-	-	-	-	767,729
General Expense	-	8,200	14,844	-	-	23,044	117,102
Site Acquisition Costs	50,000	-	-	-	-	50,000	278,695
Mine Permitting expense	-	-	(16,661)	-	-	(16,661)	1,966,398
Total Exploration	57,438	35,963	34,109	3,646	63,267	194,423	23,474,437
Other costs	-	-	-	-	-	-	21,133,497
Total	57,438	35,963	34,109	3,646	63,267	194,423	44,607,934

The Corporation incurred exploration and evaluation expenditures of $1,266,008 for the year ended December 31, 2023, the breakdown of exploration and evaluation for the period is as follows:

For the year ended December 31, 2023

	Manitoba Nickel	Teta-gouche	Pickett Mountain	Big Silver	Other	Total for 2023	Total inception to date
Analysis	-	4,101	-	-	-	4,101	1,002,885
Geological	36,027	115,463	66,148	1,131	2,125	220,894	4,021,331
Geophysical	9,631	28,968	-	-	-	38,599	3,276,490
Geochemical	-	21,154	-	-	-	21,154	475,159
Travel	5,205	1,413	71,824	348	-	78,790	959,723
Drilling	-	1,212	-	-	-	1,212	8,788,131
Property Work	-	13,372	16,171	-	-	29,543	1,043,371
Ops Support	-	2,437	21,633	9,727	-	33,797	639,382
Administration	-	-	-	-	-	-	767,729
General Expense	154	26,353	-	-	7,351	33,858	94,058
Site Acquisition Costs	50,000	-	-	-	10,858	60,858	228,695
Mine Permitting expense	-	-	736,415	-	6,787	743,202	1,983,060
Total Exploration	101,017	214,473	912,191	11,206	27,121	1,266,008	23,280,014
Other costs	-	-	-	-	-	-	21,133,497
Total	51,017	214,473	912,192	11,206	27,121	1,266,008	44,413,511

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WOLFDEN
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the year ended December 31, 2024 and 2023

Mineral Property Acquisitions and Agreements

Nevada, USA

Rockland Gold Project

On October 28, 2024, the Corporation executed an option agreement to earn up to a 75% interest in the Rockland Property in the Walker Lane Trend of Nevada USA. Located just south of south of Yerington (Figure 1), the 1,054 hectare property is underlain by a large, robust, low-sulphidation, quartz-adularia epithermal gold-silver system with similar characteristics to neighbouring high-grade Aurora and Bodie gold vein deposits. Drill permits were already in place and the Corporation plans to drill test below the previously drilled well mineralized gold zones to test for the potential of a larger hydrothermal higher-grade vein stockwork system. Management believes the project is a potential analog target model to AngloGold's major new Silicon-Merlin discovery located in the Beatty District further to the southeast along the Walker Lane trend, which hosts Indicated-level mineral resources of 121 mT for 3.4 million ounces of gold and Inferred mineral resources of 391 mT for 12.9 million ounces of gold.

Maine, USA

Pickett Mountain Property

On November 16, 2017, the Corporation acquired a 100% interest in the Pickett Mountain Property (the "Property"), located in Penobscot County, northern Maine, U.S.A for a cash purchase price of $11,292,055 (US$8.5 million) (the "Acquisition").

To fund the acquisition of the Property, the Corporation entered into a Royalty Agreement that granted a 1.35% gross sales royalty on the Property to Altius Resources Inc. ("Altius"), a wholly owned subsidiary of Altius Minerals Corporation, for cash consideration of $7,663,800 (US$6,000,000) and completed a non-brokered private placement (the "Offering") of 20,200,000 subscription receipts ("Subscription Receipts") at a price of $0.25 per Subscription Receipt for gross proceeds of $5,050,000, with Altius subscribing for 14,200,000 Subscription Receipts. The subscription receipts were converted into 14,200,000 common shares of the Corporation.

Pursuant to the Royalty Agreement, Altius has the option to purchase an additional 0.50% gross sales royalty at any time before the first anniversary of commercial production for US$7,500,000. In addition, the Corporation granted Altius certain rights to convert the Pickett Mountain Royalty to equity under certain terms, or to exchange the royalty for a similar royalty on the Corporation's Orvan Brook property. Furthermore, the Corporation agreed to use its best efforts to sell or transfer the timber from the project for gross proceeds of US$5,000,000 or such other amount as agreed to by Wolfden and Altius, acting reasonably (the "Timber Proceeds"). Wolfden is required to pay Altius 20% of the Timber Proceeds.

These terms as shown were amended from the original agreement on October 7, 2020.

On January 22, 2020, the Corporation secured up to US$4.5 million in non-dilutive funding by selling-forward $5 million worth of timber from its Pickett Mountain Property. Under the terms of the agreement the Corporation received US$3 million and is entitled to receive an additional US$1.5 million between the 4th and 5th anniversary of the agreement. The timber company has the right to harvest US$5 million of timber from the property over 5 years. For the year ended December 31, 2020, the Corporation recorded net timber sales proceeds of $3,140,880 (US$ 2,400,000), that are net of 20% (US$600,000) that was passed onto to Altius as per the Royalty Agreement (2019 - $252,326). The entire amount of the proceeds was recognized as no further performance obligation is required by the Corporation. These funds are not being placed in escrow and have been included in the working capital of the Corporation.

Pursuant to the Royalty Agreement, Altius has a conversion right and exchange right. The Call Right, which related to Altius's call option on the Timber Rights, was eliminated in the October 7, 2020 amendment of the Royalty Agreement as a direct result of the Corporations January 22, 2020 $4.5 M timber sale agreement

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MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the year ended December 31, 2024 and 2023

which by effect, eliminated the possibility for any potential call option on those Timber Rights. Each or the other two rights are valid and are summarized below.

Conversion Right (2017)

Altius has the right to convert the Pickett Mountain Royalty, in accordance with the terms of the Royalties Agreement, to cabs or Common Shares or a combination thereof (the "Converions Right"). The Conversion Right under the Royalty Agreement expired on November 15, 202. As of December 31, 2024 has not elected to exercise its conversion right and the right has therefore expired. The Conversoin Right allowed Altius a conversion consideration to equal to the lesser of: (a) the number of Common Shares that is equal in Royalty Value; and (b) the number of Common Shares that does not exceed 19.99% of all outstanding Common Shares on a partially diluted basis. The remaining balance of the Royalty Value is to be paid to Altius in cash. Under the Royalty Agreement, "Royalty Value" means an amount equal to the aggregate of: (i) all amounts paid by Altius to Wolfden (including the purchase price consideration paid by Altius) in respect of the Pickett Mountain Royalty, minus (ii) all Escrowed Proceeds received by Altius, minus (iii) all other payments received by Altius in respect of the Pickett Mountain Royalty. The Common Share conversion price is the greater of: (i) $0.05 per Common Share; and (ii) the volume weighted average trading price of the Common Shares on the TSXV (or any other principal exchange on which the Common Shares are trading) for the twenty consecutive trading days immediately preceding the date of the exercise of the Conversion Right. Upon the exercise of the Conversion Right and satisfaction of the payment thereof by Wolfden, any remaining Escrowed Proceeds will be released to Wolfden.

Exchange Right

Under the Royalty Agreement, Altius has the right to exchange the Pickett Mountain Royalty to a gross sales royalty in respect of the Orvan Brook property, which will be calculated and payable on the same terms as the terms of the Pickett Mountain Royalty in effect on the date of exchange, mutatis mutandis.

Timber Agreements

On January 22, 2020, the Corporation secured up to US$4.5 million in non-dilutive funding for its exploration projects by selling-forward timber from its wholly owned Pickett Mountain Zn-Pb-Cu-Ag-Au Project in Maine, USA. Under the terms of a 5 year stumpage agreement with a privately owned Maine timber company, the Corporation received US$3 million upon closing and is entitled to receive an additional US$1.5 million between the 4th and 5th anniversary of the agreement. The timber company has the right to harvest US$5 million of timber from the property over 5 years. In addition, the timber company also granted Wolfden an option to earn a 100% interest (less an NSR) in the mineral rights of the property that adjoins Pickett Mountain as well as long-term road access rights for the current forest road used to reach the Pickett Mountain deposit from the state highway #11. As part of the Altius Royalty agreement on Pickett Mt., dated November 2017 and as amended on October 7, 2020 and on February 8, 2022, Altius and the Corporation executed an amendment to their Pickett Mountain Royalty Agreement where Altius increased its royalty for the payment of US$1 million to the Corporation on signing. As per the terms of the agreement, Altius will receive the next US$1.2 million in net timber revenues and thereafter increases its future timber royalties from 20% to 30%. The 30% royalty will also apply to any revenue generated from the sale of any timber related carbon credits from the Property.

Other properties, Maine USA

On April 6, 2019, the Corporation's U.S. subsidiary entered into a mineral rights earn-in agreement on a property located in Maine, U.S.A. The agreement called for a first- and second-year payment of $25,000 USD, both of which have been paid. The agreement has been amended such that the annual payments are have been reduced to $5,000.

On November 30, 2020, the Corporation's U.S. subsidiary entered into a mineral rights earn-in agreement on a property in Maine referred to as the Big Silver Project. The agreement called for a first-year payment of $50,000 which has been paid. The Corporation and the Optionee has agreed to place the project and the option agreement on hold in order to focus on the permitting process of the Pickett Mt. Project.

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WOLFDEN
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the year ended December 31, 2024 and 2023

New Brunswick, Canada

Tetagouche Property

On January 6, 2014, the Corporation closed a definitive purchase agreement (the ""Agreement"") to acquire a large strategic land package (the ""Property"") situated in the Bathurst Mining Camp and surrounding area in northeastern New Brunswick. Wolfden acquired the Property from 8100896 Canada Inc., a wholly owned subsidiary of GeoVenCap Inc. (the "Vendor"). Pursuant to the terms of the Agreement, the Corporation purchased all of the Vendor's right, title and interest to and in the Property for cash consideration of $125,000 and 571,428 common shares of Corporation (the "Consideration Shares") having a value of $100,000. The Consideration Shares were subject to a four month hold period under applicable securities laws in Canada.

Orvan Brook Property

On January 3, 2017, the Corporation acquired through claim staking the Orvan Brook property located in the Bathurst Mining Camp, west of the town of Bathurst, New Brunswick.

Clarence Stream Property Agreements

On August 2, 2016, the Corporation entered into a definitive option agreement with 2520885 Ontario Inc. and Galway Metals Inc., whereby Galway could earn a 100% interest in the property, located in southwestern New Brunswick.

As per the terms of the agreement, and as of July 9, 2019, Galway successfully completed exploration expenditures and made cash payments to Wolfden totaling $3,250,000 to earn a 100% interest in the property less a 1% Net Smelter Return Royalty held by Wolfden that can purchased at any time for the sum of $2,000,000.

Brunswick No. 6 West Property

On April 29, 2015, the Corporation acquired, by claim staking, the Brunswick No. 6 West property (the "Property"). The wholly owned Property is located southwest of the City of Bathurst, in the heart of the Bathurst Mining Camp.

Manitoba, Canada

Rice Island Property

On September 15, 2015, the Corporation acquired a 100% interest in the Rice Island nickel-copper deposit situated on the Rice Island property (the "Property") through claim staking. The Property is located in west-central Manitoba at Wekusko Lake, just east of the Snow Lake concentrator complex owned by Hudbay Minerals Inc.

During the fourth quarter of 2015, a Notice of Dispute (the "Notice") was filed with the Province of Manitoba with respect to the Rice Island, Manitoba claims. Specifically, the Notice states that an individual (the "Disputant") has taken the position that one of the claims recorded in favour of Wolfden is invalid due to the existence of the Disputant's claims on the land prior to Wolfden's staking of the claim. Wolfden has responded to the Notice and is confident that it has clear and legal title to the subject claim as confirmed by the issuing of the recording certificate by the Manitoba Mining Recorder. This matter was brought to a resolution in conjunction with the signing of the Rice Island Tie-On Property ("RITOP") agreement described below.

On September 21, 2016, the Corporation entered into an option agreement to expand the Rice Island property by earning a 100% interest in the Rice Island Tie-On Property, located adjacent to Wolfden's existing Rice Island property. Under terms of the option agreement with the Vendor, to earn a 100% interest in the RITOP, the Corporation must make cash payments totaling $250,000 and issue 500,000 common shares of Wolfden annually over a five year period, on or before the anniversary date of the signing of the

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

agreement. A $25,000 cash payment and the issuance of 100,000 common shares was completed on signing. In addition, the Corporation must incur $1,000,000 in exploration expenditures over the same five year period including $100,000 in the first year. As at December 31, 2019, the exploration commitments have been completed and, in 2021 the cash annual cash payments to earn into the project were completed. Starting in September 2022, an annual cash payment of $50,000 as an advance royalty payment, shall be paid to a maximum of $250,000. Under an amendment to the agreement, the first payment was deferred and paid in January 2023.

Upon earning a 100% interest in the RITOP, the Vendor retains a 2.5% Net Smelter Royalty on the RITOP as well as on the Rice Island property; of which, Wolfden can purchase 1.5% of the Net Smelter Royalty for the sum of $1,500,000 (0.5% increments at $500,000 per each increment) for each of the properties. Wolfden also retains the right of first refusal on the remaining 1.0% Net Smelter Royalty held by the Vendor for each of the RITOP and Rice Island property.

Liquidity and Capital Resources

The Corporation's cash and cash equivalents balance was $335,389 as at December 31, 2024 compared to $1,096,300 as at December 31, 2024. Current assets as at December 31, 2024 were $445,617 and total assets as at December 31, 2024 were $445,945.

Operating Activities

For the year ended December 31, 2024, the Corporation used $1,019,244 in cash related to operating activities. The non-cash charges to earnings included depreciation of $78. During the year, the majority of the cash used in operating activities can be attributed to day to day operations.

Financing Activities

For the year ended December 31, 2024, the Corporation received a loan of $250,000 from a related party, which was repaid in full subsequent to year-end.

Outstanding share data

Common Shares

The Corporation's authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2024, 164,817,648 common shares were issued and remains unchanged at April 22, 2025.

Related Party Transactions

The Corporation's related parties include key management personnel and entities over which they have control or significant influence as described below. In 2024, short term loan of $250,000 from related party as described below (there were no related party transactions in 2023).

Short-term loan includes the following amounts:

For the years ended December 31	2024	2023
	$	$
Loan from Directors & Officers	250,000	-
Total	250,000	-

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

On November 19 and 21, 2024, the Corporation entered into loan agreements with two related parties for amounts of C$150,000 and C$100,000, respectively. Interest was payable on the unpaid balance at 8 percent per annum, calculated quarterly. The loans were due for repayment in full by November 15, 2025, and November 21, 2025, respectively, but could be repaid in lump sum at any time without penalty. The loans were secured by any unencumbered assets of the Corporation, including proceeds from the sale of any timber lands in Maine. Both loans were repaid in full subsequent to year-end on February 11, 2025.

Key management personnel remuneration includes the following amounts:

For the year ended December 31	2024	2023
	$	$
Salary and wages	440,382	452,646
Share-based payments	-	296,636
Other compensation	15,865	20,647
Director fees	60,314	71,535
Total	516,561	841,464

Commitments

There are no commitments to disclose.

Critical Accounting Estimates and Judgements

In the application of the Corporation's accounting policies, which are described in Note 2 of the Company's consolidated financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Significant estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods. Significant estimates include:

i. the inputs used in accounting for share purchase option expense in the statement of loss and comprehensive loss;
ii. the provision for income taxes which is included in the statements of loss and comprehensive loss and composition of deferred income tax assets and liabilities included in the statement of financial position which have not yet been confirmed by the taxation authorities, and
iii. the estimated useful lives of equipment and leaseholds which are included in the statement of financial position and the related depreciation included in the statement of loss and comprehensive loss.

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Significant judgement

Functional currency

Management uses its judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. As part of this approach, management gives priority to indicators like the currency that mainly influences costs and the currency in which those costs will be settled and the currency in which funds from financing activities are generated. Management also assesses the degree of autonomy the foreign operation has with respect to operating activities.

Recent Accounting Pronouncements

New standards and interpretations

The following new amendment to IAS 1 Presentation of Financial Statements has been adopted since the release of the Company's financial statements for the year ended December 31, 2023.

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:

• clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period"
• clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability
• make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application was permitted. The adoption of this amendment did not have any impact on the Company's financial statements.

Standard issued but not yet effective

Following is a new standard issued by the IASB which is applicable to the Company's financial statements:

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which is intended to give investors more transparent and comparable information about companies' financial performance, thereby enabling better investment decisions. It will affect all companies using IFRS Accounting Standards. IFRS 18 introduces new sets of requirements to improve companies' reporting of financial performance and give investors a better basis for analyzing and comparing companies through:

• Improved comparability in the statement of profit or loss or income statement
• Enhanced transparency of management-defined performance measures; and
• More useful grouping of information in the financial statements.

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged. The Company will assess the impact of adoption of IFRS 18 on its financial statements.

Financial Instruments

Financial instruments consist of cash and cash equivalents, amounts receivable, investments, and accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying value due to the short term to maturity, unless otherwise noted.

Risk Factors

An investment in the Corporation involves a number of risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating the Corporation and its business before making any investment decision in regard to the common shares of the Corporation. The Corporations' business, operating and financial condition could be harmed due to any of the following risks.

Exploration and Mining Risks

The Corporation is engaged in mineral exploration and development activities. Mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration programs, which may be affected by a number of factors beyond our control.

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Corporation has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to property, and possible environmental damage.

Hazards such as unusual or unexpected formations and other conditions such as formation pressures, fire, power outages, labour disruptions, flooding, explorations, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labour are involved in mineral exploration, development and operation. We may become subject to liability for pollution, cave-ins or hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material, adverse effect on our financial position.

The Corporation relies upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered insufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, allowable production, importing and exporting of minerals and environmental protection.

Financing Risks

The Corporation is limited in financial resources, and as a mineral exploration company has no source of operating cash flow. The Corporation has no assurance that additional funding will be available to us for further exploration and development of our projects or to fulfill our obligations under any applicable agreements. There can be no assurance that we will be able to obtain adequate financing in the future, or

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

that the terms of such financing will be favourable. Failure to obtain additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.

Regulatory Requirements

Even if our mineral properties are proven to host economic reserves of mineral resources, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits or repatriation of profits. The Corporation may acquire other properties in other jurisdictions or countries. Any changes in regulations or shifts in political conditions are beyond the control of the Corporation and may adversely affect our business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, and expropriation of property, environmental legislation and mine safety.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Corporation may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Corporation.

No Assurance of Titles

It is possible that any of our properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

Permits and Licenses

The operations of the Corporation may require licenses and permits from various governmental authorities. There can be no assurance that such licenses and permits as may be required to carry out exploration, development and mining operations at our projects will be granted.

Competition

The mineral industry is intensely competitive in all its phases. We compete with many companies possessing greater financial resources and technical facilities than the Corporation for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

In addition, there is no assurance that a ready market will exist for the sale of commercial quantities of ore. Factors beyond the control of the Corporation may affect the marketability of any substances discovered.

These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital or losing our investment capital.

Environmental Regulations

Our operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations.

Stage of Development

The Corporation is in the business of exploring for, with the ultimate goal of producing, mineral resources from our mineral exploration properties. None of our properties have commenced commercial production and we have no history of earnings or cash flow from our operations. As a result of the foregoing, there can be no assurance that we will be able to develop any of our properties profitably or that our activities will generate positive cash flow. We are unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. A prospective investor in the Corporation must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of our management in all aspects of the development and implementation of our business activities.

Markets for Securities

There can be no assurance that an active trading market in our securities will be established and sustained. The market price for our securities could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of our peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of the Corporation. The stock market has from time to time experienced extreme price and volume fluctuations, particularly in the mining sector, which have often been unrelated to the operating performance of particular companies.

Reliance on Key Individuals

Our success depends to a certain degree upon certain key members of the management. It is expected that these individuals will be a significant factor in our growth and success. The loss of the service of members of the management and certain key employees could have a material adverse effect on the Corporation.

Geopolitical Risks

The Corporation may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploitation and production, price controls, export and tariff controls, currency availability, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organizations, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on mineral exports, increased financing costs, and site safety. In addition, legislative enactments may be delayed or announced without being enacted and future political action that may adversely affect the Corporation cannot be predicted. Any changes in regulations or shifts in political attitudes that may result, among other things, in significant changes to mining laws or any other national legal body of regulations or policies are beyond the control of the Corporation and may adversely affect its business. The possibility that future governments may adopt substantially different policies, which might extend to the expropriation of assets, cannot be ruled out.

Health Epidemics and Outbreaks of Communicable Diseases

Wolfden's business could be adversely impacted by the effects of the novel coronavirus or other health epidemics and/or outbreaks of communicable diseases, which could significantly disrupt the Corporation's exploration and development activities and may have a material adverse effect on Corporation's business and financial condition.

The spread of COVID-19 has severely impacted many local economies around the globe. In many countries, including Canada and the United States, businesses are being forced to cease or limit operations for long or indefinite periods of time. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to

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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

stabilize economic conditions.

The Corporation has been monitoring the COVID-19 outbreak since March 2020 and the potential impact at all of its operations and has put measures in place to ensure the wellness of all of its employees and surrounding communities where the Corporation works while continuing to operate. Field work programs and the field work personnel were adjusted. Programs in Manitoba were deferred due to localized outbreaks, and programs in Maine experienced some delays and cost increases due to cross border travel restrictions and requirements.

Financial Instruments and Related Risks

The Corporation's operations include the acquisition and exploration of mineral properties in Canada. The Corporation examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Corporation by those counterparties, less any amounts owed to the counterparty by the Corporation where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

Trade credit risk

The Corporation closely monitors its financial assets and does not have any significant concentration of trade credit risk. The historical level of defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. Accounts receivable is made up of recoverable taxes which is deemed collectible and minimal risk.

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages liquidity risk through the management of its capital structure.

Accounts payable and accrued liabilities are due within the current operating period.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Corporation will realize a significant loss as a result of a decline in the fair market value is limited as the Corporation holds all of its funds in cash and guaranteed investment certificates.

Currency risk

The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates. The functional and reporting currency of the Corporation is the Canadian dollar; however, it has operations located in the United States, and as such is subject to fluctuations in that currency. Changes in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Corporation's results of operations, financial position or cash flows. The Corporation has not hedged itsexposure to currency fluctuations.

The Corporation does not invest in derivatives to mitigate these risks.

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WOLFDEN
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the year ended December 31, 2024 and 2023

Management of Capital Risk

The Corporation manages its common shares, stock options and warrants as capital, that as at December 31, 2024 totaled $44,554,596 (December 31,2023 - $44,554,596). The Corporation's objectives when managing capital are to safeguard the Corporation's ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Corporation manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Corporation may attempt to issue new shares and, acquire or dispose of assets.

In order to maximize ongoing exploration efforts, the Corporation does not pay out dividends. The Corporation's investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short-term maturities, selected with regard to the expected timing of expenditures from continuing operations.

Subsequent Events

On January 30, 2025 the Corporation closed the sale of a 3,770 acre parcel (the "Severed Land") from its 6,862 acre timberland property in Maine for gross proceeds of $2.1 million (US$1.5 million). The Severed Land is situated north of its wholly owned Pickett Project where Wolfden has retained 3,082 acres (the "Retained Land") that is host to a high grade polymetallic critical mineral deposit along with all mineral resources and known exploration upside. The sale transaction was arm's length in nature and was settled in cash without a finders fee commission.

As per the terms of the property sale agreement dated January 16, 2025, in respect of the Severed Land, Wolfden retains exclusive rights to explore and buy-back the mineral rights of the Severed Land for a period of five years. In addition, Altius Royalty Corporation ("Altius"), who had purchased in 2022, an increase in its timber rights and carbon credits from 20% to 30%, along with the right to receive the next US$1.5 million in timber proceeds from the 6,862 acre property in consideration for US$1.0 million, has amended its royalty agreement with the Company whereby Altius has forfeited its timber and carbon rights on the Severed Land for the following terms (Altius Conversion Right 2025):

1) Altius will retain all of its timber rights and carbon credits on Wolfden's Retained Land, and
2) Altius shall hold an option, that expires January 16, 2030 to convert US$1.0 million (less any future timber harvest proceeds paid to Altius since January 2025) into common shares of the Company at a conversion price that is the greater of C$0.30 per share or the 20-day VWAP of common shares of the Company at the time of conversion, subject to Altius not holding more than 19.9% of the issued and outstanding common shares of the Company or being issued more than 10% of the number of outstanding common shares of the Company, and
3) Should Wolfden sell the Retained Lands at arm's length to a third party, Altius shall receive up to US$1.0 million from the sale proceeds (less any timber harvest proceeds plus any value converted into shares of the Company that Altius received since January 16, 2025).

Should either option 2) or 3) occur, Altius will have forfeited its timber rights and carbon credits to the Retained Land.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.
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WOLFDEN

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

Additional Information

Additional information relating to the Corporation can be found on SEDAR+ at www.sedarplus.ca.

Mr. Ron Little, President and CEO, Mr. Jeremy Ouellette VP Project Development and Mr. Don Dudek, Senior Advisor Exploration of Wolfden Resources Corporation are the Qualified Persons for the information contained in this MD&A and are each a Qualified Person defined by National Instrument 43-101.

(Signed)
Lance Dyll, CPA, CA
Chief Financial
Officer

Toronto, Canada
April 22, 2025