Austin Gold Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Austin Gold Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

AUSTIN GOLD CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") for Austin Gold Corp., ("Austin Gold", "we", "us", "our" or the "Company") provides information about our performance, financial condition, and future prospects.

This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 as publicly filed in Canada on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com, and in the United States of America ("USA") on the EDGAR section of the Securities and Exchange Commission ("SEC") website at www.sec.gov.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The functional currency of the Company and its subsidiary is the US dollar ("USD" or "$"). The presentation currency of the consolidated financial statements is USD. All dollar amounts in this MD&A are expressed in USD, unless otherwise noted or the context otherwise provides. Any reference to Canadian dollars is denoted by "C$" or "CAD".

This MD&A is prepared as of March 1, 2024 and includes certain statements that may be deemed "forward-looking information", "forward-looking statements", and "financial outlook". We direct readers to the "Caution Regarding Forward-Looking Statements" section included within this MD&A.

Additional information relating to the Company, including our annual report on Form 20-F ("Form 20-F"), dated March 29, 2023, is available in Canada on the SEDAR website at www.sedar.com and in the US, on the EDGAR section of the SEC website at www.sec.gov.

BUSINESS OVERVIEW

Austin Gold, together with its subsidiary Austin American Corporation ("Austin NV"), is focused on the exploration of mineral property interests in the southwestern-Great Basin area of the USA.

On April 21, 2020, the Company was incorporated in British Columbia ("BC"), Canada. The wholly-owned subsidiary, Austin NV, was incorporated in Nevada, USA in June 2020.

The Company's common shares are traded on the NYSE American LLC under the symbol "AUST" and the Company is a reporting issuer in BC, Canada. The Company's principal place of business is the 9^th Floor, 1021 West Hastings Street, Vancouver, BC, Canada, V6E 0C3.

For more information about the Company's directors and management team, refer to the Company website at www.austin.gold.

FOURTH QUARTER HIGHLIGHTS AND SIGNIFICANT EVENTS

On October 2, 2023, the Company granted share options to directors, officers and consultants of the Company to purchase an aggregate of 1,260,000 common shares in the capital of the Company at an exercise price of $0.77 per share, which expire on October 2, 2028.

On October 11, 2023, the Company announced that Kenneth McNaughton resigned as Vice President ("VP") Exploration and will continue to serve as a director. Robert M. Hatch was appointed VP Exploration.

On November 2, 2023, the Company announced that drilling commenced at its Stockade Mountain Project. For further details, refer to the "Mineral Projects" section of this MD&A.

On November 9, 2023, the Company granted share options to officers of the Company to purchase an aggregate of 1,110,000 common shares in the capital of the Company at an exercise price of $0.77 per share, which expire on November 9, 2028.

On December 18, 2023, the Company terminated the mineral lease agreement for the Miller Project. For further details, refer to the "Mineral Projects" section of this MD&A.

Subsequent to December 31, 2023, on January 30, 2024, the Company reported the gold assay results of its first two drill holes at the Stockade Mountain Project. For further details, refer to the "Mineral Projects" section of this MD&A.

Subsequent to December 31, 2023, on February 28, 2024, the Company executed an amendment to the mineral lease and option agreement with Bull Mountain Resources, LLC ("BMR") eliminating the requirement of 2,000 meters of drilling by May 16, 2024. The other terms in respect of the mineral lease and option agreement remain unchanged.

MINERAL PROJECTS

The Company is focused on the acquisition, exploration and evaluation of mineral resource properties primarily in the western USA. The Company has an option to joint venture the Kelly Creek Project in Humboldt County, Nevada, and has mineral leases on the Lone Mountain Project in Nevada, and the Stockade Mountain Project in Oregon.

The Company engaged Robert M. Hatch (SME-Registered Member) of Volcanic Gold & Silver LLC, 80 Bitterbrush Road, Reno, Nevada, as the Company's VP Exploration and Qualified Person ("QP") under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and sub-part 1300 of Regulation S-K ("SK 1300") under the US Securities Exchange Act of 1934, as amended, to oversee the operations and disclosure for all of the Company's mineral projects.

Below are brief descriptions of the properties. For additional information about the financial terms of the agreements, refer to Note 10 of our annual consolidated financial statements for the years ended December 31, 2023, 2022 and 2021.

Kelly Creek Project, Nevada, USA

The Company has an Exploration and Option to Enter Joint Venture Agreement on the Kelly Creek Project, through its subsidiary Austin NV, with Pediment Gold LLC ("Pediment"), a subsidiary of Nevada Exploration Inc. ("NGE"), whereby Austin NV may earn up to a 70% interest in the Kelly Creek Project. The project is located in Humboldt County, Nevada, and is situated on public lands administered by the BLM and on leased private lands. The Kelly Creek Project comprises 99 unpatented lode mining claims covering approximately 2.77 mi² (7.16 km²) and approximately 5.49 mi² (14.2 km²) of private land leased by Pediment. Barbara Carroll, C.P.G., as an independent consultant and QP, completed the Kelly Creek Technical Report which is available on SEDAR at www.sedar.com.

The Kelly Creek Basin is situated along the Battle Mountain - Eureka Gold Trend and is bounded by multi-million-ounce gold deposits to the north (Twin Creeks, Getchell, Turquoise Ridge, and Pinson) and south (Lone Tree, Marigold, Trenton Canyon, Converse, Buffalo Valley, Copper Basin, and Phoenix), together representing more than 70 million ounces of gold along the periphery of the Basin. Despite its proximity to significant mineralization, the interior of the Kelly Creek Basin has seen limited systematic exploration activity to date because its bedrock is largely covered by post-mineral volcanic units and post-mineral alluvium.

A significant portion of the Kelly Creek Project lies within and under the Humboldt River and its floodplain, much of which is part of the National Wetlands Inventory managed by the US Fish and Wildlife Service. The full impact of this wetlands designation for this part of the Kelly Creek Project is unknown. A preliminary review of permitting issues in this area indicates that there may be some additional challenges to permit development near the Humboldt River and its associated floodplain.

The Company has engaged professionals to review the geophysical data, the environmental mine permit issues, and to provide target evaluations for the Kelly Creek Project. Exploration work by the Company has included review of technical data, compilation of the exploration data in geographic information system ("GIS") and three dimensional ("3D") programs, review of environmental issues affecting the project, writing of the NI 43-101 report, evaluation of targets, logistical planning of the drilling program, and permitting of drill sites with the BLM.

During the third quarter of 2022, the Company conducted a limited drill program at the Kelly Creek Project to drill test beneath anomalous gold values encountered in shallow historical drill holes in an area of thin Quaternary alluvium cover. The program consisted of a total of 3,485 feet (1,062 meters) of rotary-reverse circulation ("RC") drilling in four holes. Difficult drilling conditions, including large inflows of groundwater, prevented the holes from achieving a targeted depth of 1,500 feet (457 meters). All holes intersected rocks that may host gold mineralization similar to the deposits at the nearby Marigold and Lone Tree Mines. The highest gold values returned were 0.087 grams per tonne ("g/t") and 0.056 g/t.

On May 3, 2023, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. For further details on the amended terms, refer to Note 10 of our annual consolidated financial statements for the years ended December 31, 2023, 2022 and 2021.

On June 1, 2023, the Company gave notice to Pediment that it will drop certain leases and claim holdings within the Kelly Creek Project, as permitted by the option to enter joint venture agreement with amendments. The claims dropped represented approximately 60% of the original combined land holdings and included the claims under the Genesis agreement. The entire Tomera Ranch private property has been retained. As a result of the termination of certain leases and claim holdings, the Company incurred a write-off of E&E assets of $353,456 which was recorded in the statement of loss and comprehensive loss.

The Company is continuing to determine its next steps at Kelly Creek.

Lone Mountain Project, Nevada, USA

The Company has a mineral lease agreement with NAMMCO, a Wyoming General Partnership, for exploration and mining rights on 454 unpatented lode mining claims that comprise the Lone Mountain Property, Elko County, Nevada. In November 2023, the Company located an additional 348 unpatented lode mining claims at Lone Mountain which are not subject to the NAMMCO mineral lease agreement. Total area of the property is approximately 22.2 mi² (57.6 km²).

The project is located approximately 25 miles (40 kilometers) northwest of Elko, Nevada at the southern end of the Independence Mountains. The property is situated in one of the major gold mining centers of Nevada, as it is located 22 miles (35 kilometers) northeast of the Carlin cluster of gold deposits and 19 miles (30 kilometers) south of the Jerritt Canyon deposits. Lone Mountain is accessible from the large regional mining hub of Elko by 31 miles (50 kilometers) of highway and 3 miles (5 kilometers) of gravel road.

Modern gold exploration began in 1965 around the time of the original Carlin discovery when Newmont drilled several shallow holes into gold-bearing jasperoids (silica-replaced limestone) on the north flank of Lone Mountain. Beginning in the 1960s, the Lone Mountain property position was assembled by Kirkwood and Huber (principals of NAMMCO) and then leased to several mining companies over the years.

The Lone Mountain Project is comprised of a broadly folded sequence of Paleozoic lithologies that are intruded by a Tertiary age (36-42 Ma) multi-phase intrusive complex. Silurian to Devonian shelf carbonates form the lower plate and Ordovician off-shelf siliciclastic rocks form the upper plate of the low angle Roberts Mountains thrust fault.

Erosion plus basin and range block faulting has created the "Lone Mountain window", which is now a broad, west-plunging antiform with an east-west trending axis. This window is similar to other gold mineralized windows in Nevada such as the Carlin Window - Gold Quarry Mine; Lynn Window - Carlin Mine; Bootstrap Window - Gold Strike Deposit; and Cortez Window - Cortez Hills. It is the lower plate carbonate rocks exposed in the windows that host significant "Carlin-Type" mineralization in these districts. The most intense and potentially most economically significant alteration occurs as jasperoid. Skarn and gossan alteration and mineralization occur close to the intrusive, typically with gold as well as silver and base metals in rocks and soils. The widespread jasperoid development is outboard from the intrusive and commonly is associated with gold and elements typical of Carlin-type sediment-hosted gold deposits (Sb, As, Zn) in the rocks and soils. This district-scale alteration zonation is typical of the Carlin-type districts in Nevada.

Large amounts of data collected by eleven exploration companies and NAMMCO over the past sixty years suggests potential for significant discovery and provides guidelines for future exploration. The Company, in coordination with its consultants, conducted numerous activities to design an initial exploration program for the Lone Mountain Project. These activities included a review of historical technical reports, compilation of exploration data, drafting of property maps and workup of the GIS data, and strategic planning for a forthcoming exploration program. Subsequent to these reviews, the Company commenced an exploration program consisting of rock sampling, geological mapping and gravity geophysics.

Stockade Mountain Project, Oregon, USA

The Company has a mineral lease agreement with BMR for exploration and mining rights on 261 unpatented lode mining claims that comprise the Stockade Mountain Project situated in Malheur County, Oregon. Total area of the property is approximately 8.29 mi² (21.46 km²).

The property is located approximately 50 miles (80 kilometers) southeast of Burns, Oregon and 90 miles (145 kilometers) southwest of Boise, Idaho in a rural area used extensively for ranching and farming. The high-grade gold/silver Grassy Mountain Gold project, which is currently undergoing permitting for an underground mine and adjacent milling operation, is located in Malheur County about 40 miles (64 kilometers) northeast of Stockade Mountain. The nearby community of Burns, Oregon is a commercial center for ranching and farming and can supply the necessary accommodation, food, fuels, supplies, and some of the contractors and workforce for exploration and development.

Historical data generated within the project demonstrates the discovery potential for significant high-grade gold/silver mineralization occurring at shallow depth that may be amenable to underground mining. Stockade Mountain exhibits a classic large gold- and silver-bearing low-sulfidation "hot springs" hydrothermal system associated with rhyolite intrusion and doming that formed along a major NW-trending structural corridor. Gold/silver and high-level mercury mineralization at Stockade is associated with widespread silicification and argillization in a near-surface paleo-hot springs environment. This hydrothermal alteration and mineralization formed in and around rhyolite domes that have intruded gently dipping felsic tuffs. Erosion into the hydrothermal system has been minimal, resulting in the local exposure of probable hydrothermal craters and vents that indicate the paleosurface at the time of hot springs activity. Gold and silver, along with associated elements arsenic, antimony, and mercury, are all strongly anomalous at the surface, however, historical drilling shows that gold and silver values, and their extent, increase significantly with depth below the paleosurface. This is a common characteristic of high-grade gold/silver deposits in similar geological environments, including the previously mentioned nearby Grassy Mountain deposit in Oregon, the Midas, Sleeper, Hollister, National, and Fire Creek mines in Nevada, and numerous analogous deposits elsewhere in the world. The gold/silver veins being targeted at Stockade Mountain would have formed within the vertical zone of vigorous boiling of the hydrothermal fluids, and this is interpreted to have occurred approximately 600 to 1,200 feet (183 to 366 meters) below the surface.

Exploration programs conducted by BHP, Phelps Dodge and Placer Dome in the 1980s and 90s included shallow exploration holes that were drilled for bulk tonnage, open-pit potential, with no efforts to target deeper high-grade gold/silver vein deposits. Many of these short drill holes returned significant lengths of strongly anomalous gold mineralization, including long intercepts of >0.2 g/t of gold. Four holes drilled higher-grade intercepts of:

10 feet (3 meters) averaging 1.1 g/t gold;
5 feet (1.5 meters) @1.14 g/t gold;
15 feet (4.6 meters) averaging 1.1 g/t gold; and
15 feet (4.6 meters) that averaged 1.385 g/t gold.

The property had been dormant since the mid-1990s and was rediscovered by BMR during an eastern Oregon reconnaissance exploration program. There has been a considerable amount of work done on the property in the past and BMR has compiled a large amount of data for Stockade Mountain including:

assays for over 1,000 rock samples (includes 128 collected by the vendors and 230 collected by a previous exploration company);
approximately 1,000 soil samples (historical data);
information for 40 RC drill holes completed by Phelps Dodge, BHP-Utah, Placer Dome, and Carlin Gold;
recently completed ground and airborne geophysical surveys; and
a largely completed NI 43-101 Technical Report.

The project is an exploration stage project, and there are no known mineral resources or reserves on the project at this time. The Company has initiated a systematic exploration program to include drilling beneath the known high-level gold/silver-bearing stockworks mineralization that will target high grade vein deposits formed deeper into the hydrothermal boiling zone along feeder conduits. Similar to the Company's other projects, Robert M. Hatch conducted data compilation, field review, permitting, and other activities associated with exploration of the Stockade Mountain Project.

During the fourth quarter of 2022, the Company received approval from the BLM to build access roads and drill exploration holes to test the above-described targets. Exploration activity in Oregon that creates disturbances also requires approval of an Exploration Permit through the Oregon Department of Geology and Mineral Industries ("DOGAMI"), and this permit was approved in the third quarter of 2023. As a result, all permits necessary to construct access roads and initiate drilling are in hand.

The Company's drilling program is designed to test beneath the known high-level gold/silver-bearing stockworks mineralization for high-grade vein deposits formed deeper in the hydrothermal system. On November 2, 2023, the Company announced a diamond drilling program at the Stockade Mountain Project. This is the first known use of diamond drilling on the property, which will allow the Company to have a better understanding of the host rocks and mineralization.

The Company announced the gold assay results from the first two drill holes at its Stockade Mountain Project on January 30, 2024. These holes confirmed that the mineralizing system at Stockade Mountain is robust and contains significant gold grades, with the strongest intercept of 8.19 g/t over 4 feet (1.2 meters) and several other gold intercepts of interest.

Significant intervals are tabulated in the following table:

Hole ID	From	To	Interval	From	To	Interval	Gold
Hole ID	(ft)	(ft)	(ft)	(m)	(m)	(m)	g/t
SM-23-01
	155	293	137.9	47.2	89.3	42.1	0.636
Incl.	161.4	166.4	5	49.2	50.7	1.5	1.713
Incl.	279	283	4	85.0	86.3	1.2	8.19

	308.8	337.2	28.4	94.1	102.8	8.7	0.326
Incl.	308.8	312.1	3.3	94.1	95.1	1.0	2.809

	382.5	386.2	3.7	116.6	117.7	1.1	2.472

SM-23-02
	47	63	16	14.3	19.2	4.9	0.368
Incl.	60.3	63	2.7	18.4	19.2	0.8	0.762

	254	273.7	19.7	79.3	83.4	4.1	0.417
Incl.	254	260.3	6.3	77.4	79.3	1.9	0.752

	296.8	304.5	7.7	90.5	92.8	2.3	0.513

	698.5	706.6	8.1	212.9	215.4	2.5	0.752
Incl.	698.5	701.4	2.9	212.9	213.8	0.9	1.276

	769	771.5	2.5	234.4	235.2	0.8	1.718

The following cross-section shows the Company's first two drill holes along with historical drill holes on that section.

Drill hole SM-23-01 was designed to confirm the assays and understand the geology in historical rotary reverse-circulation drill hole STKD-9. That hole intersected 260 feet (79.2 meters) of stockwork veining averaging 0.937 g/t gold from 150 to 410 feet (45.7 - 125 meters). In that same zone, the Company's hole SM-23-01 penetrated 137.9 feet (42.1 meters) with a weighted average of 0.636 g/t gold, essentially confirming the historical drill hole results. The highest-grade interval is 4 feet (1.2 meters) averaging 8.19 g/t. The higher grade and longer overall interval in STKD-9 can be attributed to upgrading of the assays by washing away the clays in the samples by the rotary reverse-circulation drilling method, and therefore biasing the samples with the veining and silicified breccias that would carry the gold values.

Drill hole SM-23-02 was designed to target higher grade mineralization about 330 feet (100 meters) below the stockwork mineralization in SM-23-01 and STKD-9. Although significant stockwork mineralization was penetrated, it is apparent that either the Number 9 Vein as exposed in outcrop is not the main "feeder" for the widespread stockwork mineralization, or it has a dip and/or strike different from what was expected.

The Company is currently drilling into what has been historically known as the "Number 9 Vein" area in the central part of the Company's land package. Gold values from surface outcrops of the vein are weak, with a high value of 0.013 g/t. However, the historical drilling indicates that significant thicknesses of stockwork mineralization begin just below the surface and extend at least 1,250 feet (380 meters) eastward from the exposed vein zone and 2,300 feet (700 meters) along strike. The hypothesized high-grade gold/silver veins at Stockade Mountain would have formed within a vertical zone of vigorous boiling of the hydrothermal fluids near the base of and below the stockworks.

Miller Project, Nevada, USA

The Company had a mineral lease and option agreement with Shea Clark Smith (trustee) and Gregory B. Maynard (trustee) for exploration and mining rights on unpatented lode mining claims comprising the Miller Project situated in Elko County, Nevada.

The Company received approval from the BLM for a "Notice to Conduct Mineral Exploration Activities" for its initial drilling program. The program commenced in late July 2023.

On September 20, 2023, the Company received gold assay results for the drilling program at its Miller Project. Four holes totalling 6,565 feet (2,001 meters) were drilled to target Carlin-type gold mineralization in Paleozoic sedimentary rocks hypothesized to occur beneath Quaternary gravels and Tertiary volcanic rocks. The primary purpose of this drilling program was to determine if suitable Carlin-type host rocks occurred at reasonable depth in areas with gold and multi-element biogeochemical anomalies. Two of the holes encountered the Paleozoic sedimentary rock section at depths of 985 feet (300 meters) and 940 feet (286.5 meters) respectively that may include the suitable host rocks, whereas two of the holes were ended in Tertiary volcanics at depths of 1,800 feet (548.6 meters) and 1,545 feet (470.9 meters) respectively. Some of the sample intervals in the Paleozoic rocks contained detectable gold up to 0.027 g/t, whereas a high value of 0.116 g/t gold was returned in volcanic rocks interpreted to be Eocene in age.

On December 18, 2023, the Company terminated the mineral lease and option agreement for the Miller Project. As a result of the termination of the mineral lease and option agreement, the Company incurred a write-off of E&E assets of $1,015,468 which was recorded in the statement of loss and comprehensive loss.

Fourmile Basin Property, Nevada, USA

On April 13, 2023, the Company terminated the mineral lease and option agreement for the Fourmile Basin Property. As a result of the termination of the mineral lease and option agreement, the Company incurred a write-off of E&E assets of $883,862 which was recorded in the statement of loss and comprehensive loss.

FINANCIAL POSITION

Total assets

As at December 31, 2023, total assets were $12,005,240, a decrease of $2,872,435 compared to December 31, 2022. The decrease was predominantly due a decrease in overall liquidity (i.e. cash and cash equivalents and short-term investments) from E&E expenditures and corporate administrative expenses and the write-off of E&E assets related to the Fourmile Basin, Miller and Kelly Creek projects, in the amount of $2,252,786. This was partially offset by an increase in E&E assets in the amount of $2,164,242 from spending on its mineral projects and interest and finance income received.

Significant expenditures on E&E assets included the drill programs on the Fourmile Basin, Miller and Stockade Mountain projects and annual BLM and county maintenance fees for all active mineral projects.

Total liabilities

As at December 31, 2023, total liabilities were $676,605, an increase of $578,780 compared to December 31, 2022. The increase in liabilities was predominantly due to higher trade payables due to the timing of E&E activities on the Company's mineral projects and corporate administrative expenses.

Total shareholders' equity

Total shareholders' equity was $11,328,635, a decrease of $3,451,215 compared to December 31, 2022. Lower shareholders' equity was due to the net loss for the year of $4,000,671 partially offset by the value assigned to share options and warrants vested during the period of $549,456.

FINANCIAL RESULTS OF OPERATIONS - 2023 COMPARED TO 2022

Administrative expenses

For the three months and year ended December 31, 2023, total administrative expenses were $803,371 and $2,237,072 respectively, an increase of $215,468 and $519,778 respectively, compared to the comparable period in 2022. For the three months ended December 31, 2023, the increase was due to higher share-based compensation and investor relations and marketing partially offset by lower listing and filing fees. For the year ended December 31, 2023, the increase was the result of the Company operating as a publicly listed entity for the entire fiscal year in 2023 compared to the comparable period in 2022, in which the Company completed its initial public offering ("IPO") in May 2022.

Share-based compensation

For the three months and year ended December 31, 2023, share-based compensation expense was $301,632 and $481,394 respectively, an increase of $139,004 and $318,766 respectively, compared to the comparable period in 2022. The movement in share-based compensation expense is the result of the timing and number of share options and warrants granted during the periods and the vesting conditions and fair value attributed to those options and warrants.

Insurance

For the three months ended December 31, 2023, insurance costs were $86,796, a decrease of $9,783 compared to the comparable period in 2022. The decrease in insurance costs was due to a lower premium for directors and officers insurance upon renewal of the Company's policy in the second quarter of 2023.

For the year ended December 31, 2023, insurance costs were $360,050, an increase of $97,735 compared to the comparable period in 2022. The increase was due to the premium for directors and officers insurance which was initiated upon completion of the IPO in the second quarter of 2022.

Investor relations and marketing

For the three months and year ended December 31, 2023, investor relations and marketing was $129,255 and $233,355 respectively, an increase of $108,871 and $88,110 respectively, compared to the comparable period in 2022. The increase was due to increased promotion, social media campaigns and marketing of the Company since the listing of the Company's shares on the NYSE American.

Professional fees

For the three months and year ended December 31, 2023, professional fees were $104,934 and $327,712 respectively, an increase of $8,767 and $31,467 compared to the comparable period in 2022. The increase was primarily related to an increase in the annual audit fees.

Management salaries and consulting fees

For the three months ended December 31, 2023, management salaries and consulting fees were $163,464, an increase of $44,158 compared to the comparable period in 2022. The increase was primarily due to higher management salaries and consulting fees for its senior executives.

For the year ended December 31, 2023, management salaries and consulting fees were $590,696, a decrease of $25,457 compared to the comparable period in 2022. The decrease was primarily due to performance bonuses received on completion of the IPO in 2022 partially offset by management salaries and consulting fees paid to senior executives and directors which commenced in the second quarter of 2022. Refer to the "Related Party Transactions and Balances" section of this MD&A.

Listing and filing fees

For the three months and year ended December 31, 2023, listing and filing fees were $2,804 and $156,758 respectively, a decrease of $60,479 and $8,079 compared to the comparable period in 2022. The decrease in fees was primarily due to the costs associated with the IPO in 2022 partially offset by fees, in the amount of $50,000, incurred with the NYSE American for the Company's stock incentive plan.

Write-off of E&E assets

For the three months and year ended December 31, 2023, the Company recognized a write-off of E&E assets in the amount of $1,027,657 and $2,252,786 respectively. This was related to the termination of the Fourmile Basin and Miller project mineral lease and option agreements, in the amount of $1,899,330 and the notice to Pediment that the Company will drop certain leases and claim holdings within the Kelly Creek Project, in the amount of $353,456.

Unrealized fair value loss on marketable securities

For the three months and year ended December 31, 2023, unrealized fair value loss on marketable securities was $1,489 and $9,051 respectively, a decrease of $13,384 and $165,583 respectively, compared to the comparable period in 2022. The decrease was due to a smaller change in the share price of NGE in which the Company holds 89,240 common shares (post 25:1 share consolidation completed on February 15, 2023).

Foreign exchange gain

For the year ended December 31, 2023, foreign exchange gain was $4,650, a decrease of $635,674 compared to the comparable period in 2022. The decrease in foreign exchange gain was primarily related to the Company's change in functional currency from CAD to USD as of December 31, 2022. The foreign exchange gain in 2022 was primarily related to the translation of USD denominated term deposits as the CAD weakened against the USD.

Interest and finance income

For the three months and year ended December 31, 2023, interest and finance income was $127,043 and $493,743 respectively, an increase of $60,651 and $310,530 respectively, compared to the comparable period in 2022. The increase was primarily due to higher interest rates on reinvestment of short-term investments. Interest and finance income is earned from the investment in short-term investments at fixed interest rates using the proceeds generated by the Company's IPO.

Net loss

For the three months and year ended December 31, 2023, net loss was $1,702,954 and $4,000,671 respectively, an increase of $997,417 and $2,932,280 respectively, compared to the comparable period in 2022. The increase was primarily driven by the write-off of E&E assets, a decrease in foreign exchange gain and higher corporate administrative expenses partially offset by a lower unrealized fair value loss on marketable securities and interest and finance income.

FINANCIAL RESULTS OF OPERATIONS - 2022 COMPARED TO 2021

Administrative expenses

For the year ended December 31, 2022, total administrative expenses were $1,717,294, an increase of $1,428,026 compared to the comparable period in 2021.

Management salaries and consulting fees

For the year ended December 31, 2022, management salaries and consulting fees were $616,153, an increase of $611,366 compared to the comparable period in 2021. The increase was primarily due to performance bonuses paid upon completion of the Company's IPO and senior executives management fees which commenced in the second quarter of 2022. Refer to the "Related Party Transactions and Balances" section of this MD&A.

Insurance

For the year ended December 31, 2022, insurance costs were $262,315, an increase of $254,918 compared to the comparable period in 2021. The increase was due to the directors and officers insurance premium.

Share-based compensation

For the year ended December 31, 2022, share-based compensation expense was $162,628, an increase of $162,628 compared to the comparable period in 2021. The movement in share-based compensation expense is the result of the timing and number of share options granted during the periods and the vesting conditions and fair value attributed to those options.

Listing and filing fees

For the year ended December 31, 2022, listing and filing fees were $164,837, an increase of $155,776 compared to the comparable period in 2021. The increase was due to fees associated with the Company's IPO and NYSE American listing.

Investor relations and marketing

For the year ended December 31, 2022, investor relations and marketing costs were $145,245, an increase of $140,099 compared to the comparable period in 2021. The increase was due to increased promotion and marketing of the Company and attendance at investor conferences.

Unrealized loss on marketable securities

For the year ended December 31, 2022, unrealized loss on marketable securities was $174,634, an increase of $65,981 compared to the comparable period in 2021. The increase was due to the continued decline in the share price of NGE in which the Company holds 89,240 common shares (post 25:1 share consolidation completed on February 15, 2023).

Interest and finance income

For the year ended December 31, 2022, interest and finance income was $183,213 compared to nil in the comparable period in 2021. The increase was primarily from the investment in short-term investments at fixed interest rates using the proceeds generated by the Company's IPO.

Foreign exchange gain

For the year ended December 31, 2022, the foreign exchange gain was $640,324, an increase of $649,951 compared to the comparable period in 2021. The increase in the foreign exchange gain was primarily related to the translation of the US denominated short-term investments as the CAD weakened against the US dollar. Short-term investments were purchased with proceeds from the Company's IPO. As the Company changed its functional and presentation currency as of December 31, 2022, management expects foreign exchange fluctuations to be minimized as the Company maintains most of its funds in USD.

Net loss and comprehensive loss

For the year ended December 31, 2022, net loss was $1,068,391, an increase of $667,286 compared to the comparable period in 2021. The increase was primarily driven by higher administrative expenses and the unrealized loss on marketable securities partially offset by the foreign exchange gain from translation of short-term investments.

Net comprehensive loss was impacted by the same reasons noted above for net loss and the currency translation adjustment for translation of the Company's parent financial results into the presentation currency. The translation adjustment was impacted during the year ended December 31, 2022 due to the weakening of the CAD compared to the USD.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Cash flows - 2023 compared to 2022

For the year ended December 31, 2023, cash flows used in operating activities were $1,686,043, a decrease of $105,769 compared to the comparable periods in 2022. The decrease was primarily due to changes in non-cash working capital items partially offset by higher corporate administrative costs.

For the three months ended December 31, 2023, cash flows used in investing activities were $1,831,952, an increase of $2,491,449 compared to the comparable period in 2022. The increase was primarily due to no redemption of short-term investments during the period (2022 - $2,500,000) and an increase in expenditures on E&E assets in the amount of $52,733. This was partially offset by an increase of interest received in the amount of $75,972.

For the year ended December 31, 2023, cash flows generated by investing activities were $1,961,008, an increase of $14,478,283 compared to the comparable period in 2022. The increase was due to the redemption of short-term investments of $14,000,000, a decrease in short-term investments purchased of $500,000 and an increase of interest received in the amount of $475,280. This was partially offset by an increase in expenditures on E&E assets in the amount of $496,997.

For the year ended December 31, 2023, cash flows generated by financing activities were nil, a decrease of $13,853,420 compared to the comparable period in 2022. The Company completed its IPO in 2022 for gross proceeds of $15,019,000, offset by cash share issuance costs of $1,165,580.

Cash flows - 2022 compared to 2021

For the year ended December 31, 2022, cash flows used in operating activities were $1,791,812, an increase of $1,515,113 compared to the comparable period in 2021. The increase was primarily due to higher corporate administrative costs related to the completion of the IPO.

For the year ended December 31, 2022, cash flows used in investing activities were $12,517,275, an increase of $11,968,984 compared to the comparable period in 2021. The increase was due to the purchase of short-term investments of $14,000,000 and E&E expenditures of $1,066,431 partially offset by the redemption of short-term investments of $2,500,000.

For the year ended December 31, 2022, cash flows generated by financing activities were $13,853,420 compared to nil in the comparable period in 2021. The increase was related to the proceeds from the IPO in the amount of $15,019,000 offset by cash share issuance costs of $1,165,580.

Liquidity, capital resources and going concern

The Company has not generated revenue or cash flows from its operations to date. As at December 31, 2023, the Company has an accumulated deficit of $7,020,522 since inception and has a working capital (current assets less current liabilities) surplus of $9,039,896 (December 31, 2022 - $12,393,162). The operations of the Company have primarily been funded by the issuance of common shares.

The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company's commitments as they come due and to finance future exploration, evaluation and development of mineral interests, secure and maintain title to properties, and upon future profitable production.

Management regularly reviews the current Company capital structure and updates its expenditure budgets and forecasts as necessary, to determine whether or not new financing will need to be obtained, and what type of financing is appropriate given the changing market conditions.

Management estimates its current working capital will be sufficient to fund its current level of activities for at least the next twelve months.

COMMITMENTS

The Company is required to make pre-production, lease and/or advanced royalty payments and incur E&E expenditures (i.e. work commitments) on each of its projects to keep the agreements in good standing. For details of these commitments, refer to Note 10 of the consolidated financial statements for the years ended December 31, 2023, 2022 and 2021.

Introductory Agent Agreement

The Company executed an introductory agent agreement with BMR (the "BMR Agreement"). Under the BMR Agreement, should a mineral property recommended by BMR be acquired by the Company, the Company shall pay an introductory agent fee as follows:

Within 15 days of acquisition	$5,000
6 months after acquisition	$5,000
12 months after acquisition	$5,000
18 months after acquisition	$5,000
24 months after acquisition	$7,500
30 months after acquisition	$7,500
36 months after acquisition	$10,000
42 months after acquisition	$10,000
48 months after acquisition and every six months thereafter	$15,000

If commercial production is achieved on a property recommended by BMR, the Company shall pay a 0.5% net smelter return royalty on all mineral interests acquired within the area of influence of the mineral property. Introductory agent fees and net smelter return royalty payments totaling $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.

The BMR Agreement was in effect for the Miller Project, as of February 1, 2021, until the mineral lease agreement was terminated on December 18, 2023. The Company paid a total of $35,000 in introductory agent fees to BMR during that period.

Source of funds

The net proceeds of the Company's IPO, together with the Company's working capital balance represent the expected source of funds to meet these capital expenditure commitments.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

OUTSTANDING SHARE DATA

As at March 1, 2024, the Company had the following number of securities outstanding:

	Number of	Exercise	Weighted average
	securities	price ($)	remaining life (years)
Common shares	13,271,750	-	-
Share options	3,396,666	$0.77 - $2.21	4.86
Warrants	100,000	0.81	1.67
	16,768,416

SUMMARY OF ANNUAL RESULTS

The following table contains selected annual financial information derived from our audited consolidated financial statements, which are reported under IFRS.

					For the year ended
		December 31,			December 31,			December 31,
		2023			2022			2021
Revenue	$	-		$	-		$	-
Net loss		(4,000,671	)		(1,068,391	)		(401,105	)
Net comprehensive loss		(4,000,671	)		(1,787,312	)		(379,644	)
Loss per share - basic and diluted		(0.30	)		(0.09	)		(0.04	)
Cash and cash equivalents		907,551			630,623			1,094,550
E&E assets		2,280,490			2,369,034			1,286,156
Total assets		12,005,240			14,877,675			2,592,093
Total liabilities		676,605			97,825			60,773
Cash dividends	$	-		$	-		$	-

The increase in total assets in 2022 compared to the comparable period in 2021 was the result of the Company's IPO and increased E&E expenditures on its mineral projects.

SELECTED QUARTERLY FINANCIAL INFORMATION

The following table contains selected quarterly financial information derived from our unaudited quarterly condensed consolidated interim financial statements, which are reported under IFRS applicable to interim financial reporting.

		Q4 2023			Q3 2023			Q2 2023			Q1 2023			Q4 2022			Q3 2022			Q2 2022			Q1 2022
Revenue	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Net earnings (loss)		(1,702,954	)		(292,112	)	(1,519,968)				(485,637	)		(705,537	)		455,014			(667,236	)		(150,632	)
Net comprehensive loss		(1,702,954	)		(292,112	)	(1,519,968)				(485,637	)		(518,779	)		(436,844	)		(703,431	)		(128,258	)
Earnings (loss) per share - basic and diluted		(0.13	)		(0.02	)		(0.11	)		(0.04	)		(0.05	)		0.03			(0.06	)		(0.02	)
Cash and cash equivalents		907,551			3,164,187			1,644,336		3,877,896				630,623			418,540			1,457,364			983,611
E&E assets		2,280,490			2,321,334			1,449,230		2,592,426			2,369,034			2,102,270				1,358,811		1,329,480
Total assets	12,005,240			12,827,223			13,046,516			14,607,969			14,877,675			15,418,592			15,788,439			2,449,423
Total liabilities		676,605			135,432			109,134			213,429			97,825			302,387			235,389			46,362
Cash dividends	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

The increase in total assets in the second quarter of 2022 was the result of the Company completing its IPO whereby it issued 3,754,750 shares at $4.00 per share for gross proceeds of $15,019,000.

EVENTS AFTER THE REPORTING DATE

Other than disclosed elsewhere in this MD&A, the Company does not have any material events after the reporting date to disclose.

RELATED PARTY TRANSACTIONS AND BALANCES

Key management includes the Company's directors and officers including its President, VP Exploration, VP Business Development (previously its Corporate Secretary) and Chief Financial Officer ("CFO").

Directors and key management compensation is as follows:

				For the year ended
		December 31,		December 31,		December 31,
		2023		2022		2021
Management salaries and consulting fees	$	544,352	$	559,591	$	12,206
Share-based compensation		472,236		136,148		-
Directors' fees		72,863		44,380		-
	$	1,089,451	$	740,119	$	12,206

For the year ended December 31, 2023, the Company's officers incurred $57,102 (2022 - $50,359; 2021 - $11,266) of expenses in the normal course of business on behalf of the Company.

For the year ended December 31, 2023, the Company incurred $69,806 (2022 - $21,149; 2021 - $nil) with P2 Gold Inc., a related party of the Company, under a CFO shared-services agreement. These expenditures were expensed under management salaries and consulting fees in the statement of loss and comprehensive loss.

As at December 31, 2023, accounts payable and accrued liabilities include $29,855 (2022 - $7,568) owed to related parties of the Company for transactions incurred in the normal course of business.

The Company entered into a joint venture agreement with Pediment, a subsidiary of NGE, for the Kelly Creek Project and owns 89,240 common shares of NGE . As of December 31, 2023, the VP Business Development serves as interim Chief Executive Officer and director of NGE. In addition, a director of the Company serves as a director of NGE. The President of the Company served as the non-executive chairman and director of NGE until October 1, 2022.

ADDITIONAL DISCLOSURE RELATED TO OFFICERS AND DIRECTORS

On August 10, 2023, the Company announced that Darcy Higgs resigned as Corporate Secretary of the Company and took the role of VP Business Development. Donna Moroney was appointed Corporate Secretary.

On October 11, 2023, the Company announced that Kenneth McNaughton resigned as VP Exploration and will continue to serve as a director. Robert M. Hatch was appointed VP Exploration.

NEW ACCOUNTING POLICIES

There were no new accounting policies adopted during the year ended December 31, 2023.

CHANGES IN ACCOUNTING POLICIES

Our material accounting policy information is presented in Note 3 to the audited consolidated financial statements for the years ended December 31, 2023, 2022 and 2021.

For the year ended December 31, 2022, changes in accounting policies include the change in the Company's approach to foreign currency translation.

Functional currency

Items included in the financial statements of each consolidated entity are measured using the currency of the primary economic environment in which the entity operates (the "functional currency").

For the parent entity, with the completion of the IPO on the NYSE American stock exchange, future equity financings are expected to generate proceeds denominated in USD. In addition, E&E expenditures and administrative costs incurred to conduct business activities are primarily denominated in USD. As a result of these changes in underlying transactions, events and circumstances, the functional currency of the parent entity was reassessed. The functional currency of the parent entity changed from CAD to USD commencing on December 31, 2022. The change in functional currency was accounted for on a prospective basis, with no impact of this change on prior year comparative information. The functional currency of the Company's subsidiary remains the USD.

Presentation currency

On December 31, 2022, the Company elected to change its presentation currency from CAD to USD. The change in presentation currency is to better reflect the Company's business activities and to improve investors' ability to compare the Company's financial results with other USA listed businesses in the mining industry. The Company applied the change to USD presentation currency retrospectively and restated the comparative financial information as if the new presentation currency had always been the Company's presentation currency.

From December 31, 2022, the USD presentation currency is consistent with the functional currency of the Company. For periods prior to December 31, 2022, the statements of financial position for each period presented have been translated from the CAD functional currency to the USD presentation currency at the rate of exchange prevailing at the respective financial position date with the exception of equity items which have been translated at accumulated historical rates from the Company's date of incorporation in 2020. The statements of loss and comprehensive loss were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising on translation from the CAD functional currency to the USD presentation currency prior to the change in functional currency to USD, have been recognized in other comprehensive income (loss) and accumulated as a separate component of equity.

NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS

The following standards, amendments and interpretations have been issued but are not yet effective:

In October 2022, the IASB issued amendments to International Accounting Standard ("IAS") 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or noncurrent, issued in January 2020, which clarified that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. This amendment is not expected to have a material impact on the Company.

In May 2023, the IASB issued amendments to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments Disclosures to provide guidance on disclosures related to supplier finance arrangements that enable users of financial statements to assess the effects of these arrangements on the entity's liabilities and cash flows and on the entity's exposure to liquidity risk. The amendments are effective for annual periods beginning on or after January 1, 2024, with early adoption permitted. This amendment is not expected to have a material impact on the Company.

There are no other IFRS standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have a significant impact on the Company.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates. It also requires management to exercise judgment in the process of applying its accounting policies. Estimates and policy judgments are regularly evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant accounting policy judgments include:

The assessment of the Company's ability to continue as a going concern which requires judgment related to future funding available to identify new business opportunities and meet working capital requirements, the outcome of which is uncertain; and

The application of the Company's accounting policy for impairment of E&E assets which requires judgment to determine whether indicators of impairment exist including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further E&E of resource properties are budgeted and evaluation of the results of E&E activities up to the reporting date. Management assessed impairment indicators for the Company's E&E assets and has concluded that no impairment indicators exist as of December 31, 2023.

Significant sources of material estimation uncertainty include:

The determination of the fair value of share options issued by the Company.

FINANCIAL INSTRUMENT RISK

The Company's financial instruments consist of cash and cash equivalents, short-term investments, marketable securities, and accounts payable and accrued liabilities.

The Company has exposure to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk from its use of financial instruments.

(a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cash flows or value of its financial instruments.

(i) Currency risk

The Company is subject to currency risk on financial instruments that are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses would impact the statement of loss and comprehensive loss. The Company does not use any hedging instruments to reduce exposure to fluctuations in foreign currency rates.

The Company is exposed to currency risk through cash and cash equivalents, receivables and other, marketable securities, and accounts payable and accrued liabilities held in the parent entity which are denominated in CAD.

(ii) Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and short-term investments. The Company's current policy is to invest cash at variable and fixed rates of interest with cash reserves to be maintained in cash and cash equivalents in order to maintain liquidity. Fluctuations in interest rates when cash and cash equivalents and short-term investments mature impact interest and finance income earned.

(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its financial assets including cash and cash equivalents and short-term investments.

The carrying amount of financial assets represents the maximum credit exposure:

		December 31,		December 31,
		2023		2022
Cash and cash equivalents	$	907,551	$	630,623
Short-term investments		8,618,386		11,649,079
	$	9,525,937	$	12,279,702

The Company mitigates its exposure to credit risk on financial assets through investing its cash and cash equivalents and short-term investments with Canadian Tier 1 chartered financial institutions. Management believes there is a nominal expected credit loss associated with its financial assets.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities.

The Company has issued surety bonds to support future decommissioning and restoration provisions.

Contractual undiscounted cash flow requirements for contractual obligations as at December 31, 2023 are as follows:

		Carrying		Contractual	Due within			Due within		Due within
		amount		cash flows		1 year		2 years		3 years

Accounts payable and accrued liabilities	$	676,605	$	676,605	$	676,605	$	-	$	-
	$	676,605	$	676,605	$	676,605	$	-	$	-

(d) Fair value estimation

The Company's financial assets and liabilities are initially measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

The three levels of fair value hierarchy are as follows:

Level 1:	Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3:	Inputs for the asset or liability that are not based on observable market data.

The Company's financial instruments consisting of cash and cash equivalents, short-term investments and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these financial instruments.

Marketable securities are fair valued at each reporting period using NGE's share price on the TSX Venture Exchange.

The following tables present the Company's financial assets and liabilities by level within the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

As at December 31, 2023				Carrying value				Fair value
				Amortized
		FVTPL		cost		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	-	$	907,551	$	-	$	-	$	-
Short-term investments		-		8,618,386		-		-		-
Marketable securities		7,422		-		7,422		-		-
	$	7,422	$	9,525,937	$	7,422	$	-	$	-
As at December 31, 2022				Carrying value				Fair value
				Amortized
		FVTPL		cost		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	-	$	630,623	$	-	$	-	$	-
Short-term investments		-		11,649,079		-		-		-
Marketable securities		16,473		-		16,472		-		1
	$	16,473	$	12,279,702	$	16,472	$	-	$	1

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

Management, with the participation of the President and the CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("ICFR"). The Company's ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of ICFR, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation.

Management, with the participation of the President and the CFO, assessed the effectiveness of the Company's ICFR as at December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (COSO 2013). Based upon the results of that assessment as at December 31, 2023, management concluded that the Company's ICFR is effective and that there were no material weaknesses relating to the design and operation of the ICFR.

There have been no significant changes in our internal controls during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures

Management, with the participation of the President and the CFO, is responsible for establishing and maintaining the Company's disclosure controls and procedures as that term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("DC&P") and have assessed the effectiveness of such DC&Ps as of December 31, 2023. Based upon the results of that evaluation, the President and the CFO concluded that: (a) the Company's DC&Ps were effective: (i) in providing reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation; (ii) in ensuring that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure; and (iii) that there were no material weaknesses relating to the design and operation of the DC&Ps.

RISK FACTORS

In addition to the risks described herein, reference is made to the risks and uncertainties set forth under the section entitled "Risk Factors" in the Form 20-F filed under the Company's profile in Canada on the SEDAR website at www.sedar.com and in the USA, on the EDGAR section of the SEC website at www.sec.gov, which risks and uncertainties are incorporated herein by reference. The risks described therein and herein are not the only risks faced by the Company and security holders of the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business. The business and financial condition of the Company could be materially adversely affected by any of the risks set forth in this MD&A, in the Form 20-F, or such other risks. The trading price of the common shares of the Company could decline due to any of these risks and investors could lose all or part of their investment. This MD&A contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company described in this MD&A. No inference should be drawn, nor should an investor place undue importance on, the risk factors that are included in this MD&A as compared to those included in the Form 20-F, as all risk factors are important and should be carefully considered by a potential investor.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A are forward-looking statements or information (collectively "forward-looking statements"). Forward-looking statements may include, but are not limited to, statements with respect to the future financial or operating performance of the Company and its subsidiary and its mineral projects, the future price of metals, test work and confirming results from work performed to date, the estimation of mineral resources and mineral reserves, the realization of mineral resource and mineral reserve estimates, the timing and amount of estimated future capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, and limitations of insurance coverage. The Company is hereby providing cautionary statements identifying important factors that could cause the actual results of the Company to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective" and "outlook") are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

By their nature, forward-looking statements involve numerous assumptions, inherent risks, and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties, and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to:

continued trading of the Company's common shares on the NYSE American;
our ability to successfully execute our overall strategy and goals;
execution of our exploration and development plans for our mineral projects;
our ability to carry out our current planned exploration programs and development plans with our current financial resources;
we have a limited operating history and negative operating cash flows;
the market price for gold and other minerals may not be sufficiently high to ensure that our planned exploration expenditures will be funded;
we may not be able to demonstrate that any of our mineral projects warrant commercial development;
we may not be able to access sufficient capital to carry out our business plans, exploration and development plans;
our exploration and development costs may be higher than anticipated;
our ability to obtain and comply with all required permits, licenses and regulatory requirements in carrying out our exploration and development plans;
even if we are successful in demonstrating reserves on any of our properties, our mining projects may not achieve projected rates of production, cash flows, internal rates of return, payback periods or net present values;
there may be lack of adequate infrastructure to support our mineral projects;
employee recruitment and retention;
the risk that title to our material properties may be impugned;
environmental risks, including risks associated with compliance with environmental laws and the completion of any required environmental impact assessments or reclamation obligations;
economic uncertainties, including changes and volatility in global capital, currency and commodity markets which may impact our ability to raise capital to execute our business, exploration and development plans and the demand for our planned mineral projects;
the novel coronavirus ("COVID-19") pandemic or the emergence of another pandemic or other widespread health emergency;
the effects of commodity price fluctuations as a result of international conflicts including the Russian-Ukraine and Israel-Palestine conflicts;
competition from other mineral exploration and mining businesses;
we have not demonstrated that any of our mineral properties contain mineral resources and, even if demonstrated, there is no assurance that any mineral resource estimates will be accurate as to exploration potential and mineral grades;

any required change in mineral resource or mineral reserve estimation methodology;
changes in the assumptions underlying the mineral resource estimates, which may result in a different (smaller) mineral resource estimate and other related matters;
changes in laws and regulations;
we may be subject to claims or legal proceedings;
the possibility of a conflict of interest arising for certain of our directors and officers;
volatility in the market price of the Common Shares;
future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce future potential earnings per Share;
we intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on the Common Shares in the foreseeable future;
general business, economic, competitive, political and social uncertainties;
the actual results of current and future exploration activities differing from projected results;
the inability to meet various expected cost estimates;
changes or downgrades in project parameters and/or economic assessments as plans continue to be refined;
fluctuations in the future prices of metals;
possible variations of mineral grade or recovery rates below those that are expected;
the risk that actual costs may exceed estimated costs;
failure of equipment or processes to operate as anticipated;
accidents, labor disputes and other risks of the mining industry;
political instability;
delays in obtaining governmental approvals or financing or in the completion of development or construction activities; and
global economic risks, including the occurrence of unforeseen or catastrophic events, such as political unrest, wars, or the emergence of a pandemic or other widespread health emergency, which could create economic and financial disruptions and require us to reduce or cease operations at some or all of our facilities for an indeterminate period of time, and which could have a material impact on our business, operations, personnel, and financial condition.

Such forward-looking information is necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The assumptions underlying the forward-looking information in this MD&A, which may prove to be incorrect, include, but are not limited to, assumptions relating to:

future business and property integrations remaining successful;
favorable and stable general macroeconomic conditions;
securities markets;
spot and forward prices of gold, silver, base metals and certain other commodities;
currency markets (such as the CAD to USD exchange rate);
no materially adverse changes in national and local government, legislation, taxation, controls, regulations and political or economic developments;

that various risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding) will not materialize;
the ability to complete planned exploration programs;
the ability to continue raising the necessary capital to finance operations;
the ability to obtain adequate insurance to cover risks and hazards on favorable terms;
that changes to laws and regulations will not impose greater or adverse restrictions on mineral exploration or mining activities;
the continued stability of employee relations;
relationships with local communities and indigenous populations;
that costs associated with mining inputs and labor will not materially increase;
that mineral exploration and development activities (including obtaining necessary licenses, permits and approvals from government authorities) will be successful;
no escalation in the severity of the COVID-19 pandemic;
no disruptions or delays due to a USA government shutdown; and
the continued validity and ownership of title to properties.

Should one or more of the underlying assumptions prove incorrect, or should the risks and uncertainties materialize, actual results may vary materially from those described in the forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.