NGEx Minerals : 2023 Year End Report

2023 YEAR END REPORT

MANAGEMENT'S DISCUSSION AND ANALYSIS

AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2023

(AUDITED)

NGEX MINERALS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2023

(Amounts in Canadian Dollars unless otherwise indicated)

The following management's discussion and analysis ("MD&A") of NGEx Minerals Ltd. ("NGEx Minerals" or the "Company") should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023 and related notes therein. The financial information in this MD&A is reported in Canadian dollars unless otherwise indicated and is derived from the Company's annual consolidated financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The effective date of this MD&A is March 22, 2024. Additional information about the Company and its business activities is available on SEDAR+ atwww.sedarplus.ca and the Company's websitewww.ngexminerals.com.

Some of the statements in this MD&A are forward-looking statements that are subject to risk factors set out in the cautionary note contained herein.

CORE BUSINESS

NGEx Minerals is a mineral exploration company with copper-gold and gold exploration projects in Argentina and Chile. The Company's strategy is to create value for its shareholders through prudent management and deployment of its capital resources, by expanding and increasing the quality of its mineral resources through successful exploration and acquisitions, and by advancing engineering and other studies that are required to prepare its projects for eventual development by the Company, in collaboration with its partners, as applicable, or by third parties. The overall objective is to position the Company as a top tier mineral exploration-development investment opportunity.

The Company has a strong management team and board with extensive experience in the resource sector, particularly in Chile and Argentina. The board and management team have an appropriate mix of geological, engineering, financial, and business skills to advance the Company's projects and to generate value for its shareholders.

The Company's most advanced asset is its Los Helados copper-gold deposit, located in Region III of Chile ("Los Helados", the "Los Helados Property" or the "Los Helados Project"). The Company is the majority (approximately 69%) partner and operator of the Los Helados Project, which is subject to a Joint Exploration Agreement (the "JEA") with its partner (approximately 31%), Nippon Caserones Resources LLC ("NCR"). NCR is a subsidiary of JX Nippon Mining and Metals Corporation, a Tokyo-based mining and smelting company that also has an indirect 49% ownership interest in the Caserones Mine, located approximately 17km from Los Helados. The remaining 51% controlling interest in the Caserones Mine is held by Lundin Mining Corporation.

The Company recently updated its estimated Mineral Resources for the Los Helados Project, with an effective date of October 31, 2023, which is summarized in the following table. The Company's Mineral Resources as reported in this MD&A have been prepared in accordance with the CIM Definition Standards that are incorporated by reference in NI 43-101. In this MD&A, Mineral Resources may be referred to interchangeably as "Mineral Resource Estimates" or "Mineral Resource Estimations".

Los Helados Mineral Resources (0.33% CuEq Cutoff)
Tonnage	Resource Grade	Contained Metal
Class	(billion tonnes)	Cu (%)	Au (g/t)	Ag (g/t)	CuEq (%)	Cu (billion lbs)	Au (million oz)	Ag (million oz)
Indicated	2.08	0.40	0.15	1.5	0.51	18.4	10.2	97.5
Inferred	1.08	0.34	0.10	1.5	0.42	8.2	3.6	50.2

The key assumptions, parameters, and methods used to develop these Mineral Resource Estimates are contained in the 43-101 technical report entitled "Technical Report on the Los Helados and Lunahuasi Projects, Chile and Argentina", dated December 13, 2023 (the "Technical Report"), prepared by Luke Evans, M.Sc., P.Eng., SLR Consulting (Canada) Ltd., and Giovanni Di-Prisco, Ph.D., P.Geo., Terra Mineralogical Services lnc. This report is available on the Company's website atwww.ngexminerals.com or under the Company's profile at www.sedarplus.ca.

In addition, the Company owns a 100% interest in the Lunahuasi project, a high-grade copper-gold-silver discovery located in San Juan Province, Argentina ("Lunahuasi" or the "Lunahuasi Project"). Lunahuasi is an exploration project located in the emerging Vicuña District, which hosts several sizeable copper-gold deposits, such as the Caserones Mine, the Josemaria deposit, the Filo del Sol deposit, and the Company's Los Helados Project. Lunahuasi lies along the same major north-northeast structural trend that controls the Filo del Sol deposit located approximately 6 km to the south and Los Helados located approximately 9 km to the north. The maiden drill campaign completed at Lunahuasi during the first half of 2023 resulted in the discovery of a significant new zone of high-grade copper, gold and silver mineralization, which includes some of the highest copper grades drilled to date in the Vicuña District and intersected globally in recent years. This mineralization is interpreted to be indicative of a nearby porphyry copper-gold system and following up on these initial findings will be a focus for the Company moving forward.

The Company's common shares traded on the TSX Venture Exchange under the symbol "NGEX" until February 21, 2024, at which point they were voluntarily delisted in order for the Company's common shares to trade on the Toronto Stock Exchange under the same symbol effective February 22, 2024. In addition, the Company's common shares began trading on the OTCQX under the symbol "NGXXF" on March 8, 2024.

2023 OPERATING HIGHLIGHTS AND OUTLOOK

Maiden Drill Campaign at Lunahuasi Makes Newest Vicuña District Discovery; 2023-2024 Follow-up Program Delivers Continued Success

In early 2023, the Company launched and completed its maiden drill program at the Lunahuasi Project (the "Maiden Lunahuasi Program"), which successfully identified a major new high-grade copper-gold-silver discovery in the emerging Vicuña metals district. The Maiden Lunahuasi Program, which ran from January to May, completed a total of 4,912 metres of diamond drilling and discovered a series of quartz-sulphide veins carrying high values of copper, gold and silver, which is currently interpreted to be the outer halo of a yet to be discovered porphyry copper centre expected to occur in close proximity.

A total of eight holes were completed during the Maiden Lunahuasi Program, comprised of two holes from the plateau situated at the upper part of the system (DPDH001 and DPDH003) and six in the valley (DPDH002, DPDH004, DPDH005, DPDH006, DPDH007, DPDH008), which is approximately 750 meters below the plateau. All six of the holes completed in the valley returned multiple high-grade vein intersections, highlighted by:

•  DPDH002, which returned 60.0m at 7.52% copper equivalent ("CuEq") from 212.0 metres and 10.0m at 7.08% CuEq from 574.0 metres;

•  DPDH005, which returned 33.4m at 3.50% CuEq from 636.0 metres; and

•  DPDH007, which returned 90.0m at 4.05% CuEq from 74.0 metres and 20.8m at 8.08% CuEq from 439.2 metres.

Following the discovery of high-grade vein mineralization at Lunahuasi in its first ever drill campaign at the project, the Company promptly initiated a follow-up program for the 2023-2024 exploration season, which began in mid-October 2023 (the "2023-2024 Lunahuasi Program") with two drill rigs. The 2023-2024 Lunahuasi Program has initially focused on defining and expanding the zone of high-grade mineralization intersected during the Maiden Lunahuasi Program.

The 2023-2024 Lunahuasi Program has now operated with four diamond rigs since mid-November 2023, and to date complete assay results for four holes of the current season have been received, analyzed and released by the Company. These initial results have confirmed the presence of a significant mineralized system at Lunahuasi and have begun to delineate its size, with the continued intersection of long, bonanza-grade intervals in and around the initial discovery hole. The initial results are highlighted by:

•  DPDH009, which returned 128.3m at 4.01% CuEq from 144.0 metres, including 62.0m at 6.98% CuEq from 144.0 metres, which in itself included 26.1m at 13.36% CuEq from 168.9 metres;

•  DPDH010, which returned 102.0m at 4.56% CuEq from 192.0m, including 62.6m at 5.84% CuEq from 226.0 metres, which in itself included 9.4m at 12.10% CuEq from 232.0 metres; and

•  DPDH014, which returned 184.2m at 4.61% CuEq from 166.0m, including 71.9m at 9.63% CuEq from 171.2 metres, which in itself included 23.0m at 23.02% CuEq from 220.0 metres.

Composited intervals from all disclosed Lunahuasi holes up to the date of this MD&A can be found in the Company's most recent annual information form ("AIF"), as filed on SEDAR+ atwww.sedarplus.ca.

The Company's current interpretation is that the veins and the surrounding alteration zone were created by one or more porphyry copper-gold systems. The grades and thickness of the mineralization observed within drill holes completed at Lunahuasi are positive indicators of the strength and potential of the system that is the source of these high-grade structures.

The 2023-2024 Lunahuasi Program is currently planned to continue with four diamond rigs through to its conclusion in the second quarter of 2024, targeting the completion of approximately 15,000 metres of drilling for the season. Assay results from the ongoing drilling will be released once received and analyzed by the Company.

Expansion of Los Helados High-grade Zones

In May 2023, the Company concluded its 2022-2023 field and drill campaign at Los Helados (the "Los Helados Program"), located in Region III, Chile, which commenced in November 2022 to further define the geometry and size of the Fenix and Alicanto Zones, high-grade hydrothermal breccias that were identified at the project in early 2022. These zones are distinct from, and in addition to, the high-grade Condor Zone at the core of the deposit, around which the Los Helados Mineral Resource is centered. The Los Helados Program completed a total of 10,450 metres of diamond drilling in 11 holes, and successfully extended the Fenix and Alicanto Zones.

Of particular note, holes completed in the Fenix Zone have returned some of the highest grades ever encountered at Los Helados. Namely, LHDH081-2 intersected 343.8m at 0.90% CuEq, including 63.8m at 1.25% CuEq, LHDH081-3 intersected 234.0m at 0.90% CuEq, including 28.0m at 1.49% CuEq, and LHDH084 intersected 390.0m at 1.13% CuEq. Intersections from the recently drilled holes in the Fenix and Alicanto Zones have also returned notable molybdenum (Mo) grades, which significantly exceed the averages observed at the deposit to date. Composited drill hole intervals from the Los Helados Program can be found in the Company's most recent AIF, as filed on SEDAR+ atwww.sedarplus.ca.

The results from the recent Los Helados Program, along with assays from the immediately preceding program undertaken during 2022, were ultimately incorporated into an update to the Mineral Resource Estimate for the project, as discussed in the following section. Within the update to the Los Helados Mineral Resource Estimates, the Company successfully converted the recently discovered Fenix and Alicanto Zones from exploration potential to Indicated and Inferred Resources, which illustrates the positive accretive impact that new satellite zone discoveries may yield on the Los Helados Mineral Resource.

With respect to the potential for additional satellite zone discoveries at Los Helados, the Company completed a comprehensive targeting exercise, which used detailed geophysical survey data collected and geological mapping completed during the Los Helados Program, and generated a number of new drill-ready targets with signatures similar to those associated with the Condor, Fenix, and Alicanto Zones. However, with substantial exploration work now underway at the Lunahuasi Project, the Company has decided to defer further exploration at Los Helados in order to focus its field personnel and resources at Lunahuasi at this time.

Substantial Improvement to Los Helados Mineral Resource Achieved by Recent Years' Drilling

In December 2023, the Company completed the Technical Report, which included an update to the Mineral Resource Estimates for Los Helados (the "2023 MRE"). The 2023 MRE, with an effective date of October 31, 2023, is summarized in the resource table provided in the "Core Business" section above. Relative to the previous Mineral Resource Estimates from 2019 (the "2019 MRE") the update has resulted in notable improvements to grades, contained metal and overall tonnage. Highlighted changes are summarized in the following table:

2023 MRE

vs.

2019 MRE

2023 MRE

2019 MRE

UnitIndicatedInferredIndicatedInferredIndicatedInferredTonnageBillion Tonnes

2.10

0.83

2.08

1.08

-1%

+30%GradeCu (%) Au (g/t) Ag (g/t) CuEq (%)

0.38 0.15 1.37 0.481

0.32 0.10 1.32 0.391

0.40 0.15 1.46 0.51

0.34 0.10 1.45 0.42

+6% +2% +6% +7%

+7% +4% +10% +8%

Metal ContentCu (million lbs)

Au (million oz)

17,600 10.1

5,800 2.7

18,426 10.2

8,152 3.6

Ag (million oz)

92.5

35.1

97.5

50.2

+5% +1% +5%

+41% +33% +43%

1 Copper equivalent for the comparative 2019 MRE was based on $3.00/lb copper, $1,300/oz gold and $23/oz silver, and includes a provision for selling costs and metallurgical recoveries corresponding to three zones defined by depth below surface. The formulas used were: CuEq % = Cu % + 0.6264*Au (g/t) + 0.0047*Ag (g/t) for the Upper Zone (surface to ~250m); Cu % + 0.6366*Au (g/t) + 0.0077*Ag (g/t) for the Intermediate Zone (~250m to ~600m); Cu% + 0.6337*Au (g/t) + 0.0096*Ag (g/t) for the Deep Zone (>~600m). The key assumptions, parameters, and methods used in determining the 2019 MRE are contained in the 43-101 technical report for the Los Helados Project, entitled "Technical Report on the Los Helados Porphyry Copper-Gold Deposit, Chile", dated August 6, 2019 and authored by F. Devine, P.Geo., G. Zandonai, RMCMC, and G. Di Prisco, P.Geo. This report is available under the Company's profile atwww.sedarplus.ca.

2 Copper equivalent for the 2023 MRE was based on $3.90/lb copper, $1,800/oz gold and $20/oz silver, and includes a provision for selling costs and metallurgical recoveries corresponding to three zones defined by depth below surface. The formulas used were: CuEq % = Cu % + 0.681008*Au (g/t) + 0.002989*Ag (g/t) for the Upper Zone (surface to ~250m); Cu % + 0.692039*Au (g/t) + 0.004877*Ag (g/t) for the Intermediate Zone (~250m to ~600m); Cu% + 0.688852*Au (g/t) + 0.006068*Ag (g/t) for the Deep Zone (>~600m). The key assumptions, parameters, and methods used in determining the 2023 MRE are contained in the Technical Report, which is available on the Company's website atwww.ngexminerals.com or under the Company's profile at www.sedarplus.ca.

In addition to these substantial improvements, the 2023 MRE also now includes 510 million tonnes grading 0.72% CuEq within the Indicated Resource category at a 0.6% CuEq cut-off. Another insight gained from the 2023 MRE was that the Inferred Resource related to the Fenix Zone could be converted into an Indicated Resource with relatively minimal additional drilling, which is an opportunity to further improve the quality of the Mineral Resources at Los Helados in a cost-effective manner.

Although the Company has no current plans to undertake significant exploration work at Los Helados at this time as substantially all its resources are diverted to the Lunahuasi Project, it continues to review and analyze the unique value proposition presented by the Los Helados Project within the broader landscape of the Vicuña District. Namely, Los Helados is the most advanced exploration project in the district, and hosts a robust Mineral Resource Estimate with grades exceeding those of nearby development and operating projects. The Company will continue its analysis of Los Helados with the objective of optimizing the value realized for its shareholders.

2023 CORPORATE HIGHLIGHTS

Changes to the Board of Directors and Executive Management Team

At the Annual General and Special Meeting of Shareholders on June 27, 2023, Mr. Alessandro Bitelli was elected to the Company's Board of Directors, in replacement of Mr. David Mullen, who did not stand for re-election.

Mr. Bitelli brings extensive expertise to the Board as a Chartered Professional Accountant of British Columbia, with a career spanning over 40 years in the mining industry and public accounting. Throughout his career, Mr. Bitelli held the position of Chief Financial Officer ("CFO") in multiple public companies and has been an integral part of the senior management teams of various Lundin Group of Companies from 2007 to 2023, most recently, serving as CFO of Lundin Gold Inc. from 2016 to 2023. Additionally, and most notably, Mr. Bitelli served as CFO for Red Back Mining Inc., a gold mining company with operations in Africa, from 2007 to 2010, which was acquired by Kinross for $9.2 billion in 2010. Mr. Bitelli also serves as a non-executive director on three other publicly listed companies.

In addition, on September 5, 2023, the Company's Board of Directors appointed Mr. Brent Bonney as Vice President, Corporate Development & Investor Relations.

Mr. Bonney was previously the Vice President of Corporate Development for Maverix Metals Inc. ("Maverix"), a precious-metals focused royalty company that was acquired by Triple Flag Precious Metals Corp. in 2023. Prior to Maverix, Mr. Bonney was a member of the investment banking group with Scotiabank Global Banking and Markets for 10 years, specializing in mergers and acquisitions, asset divestitures, strategic investments, and equity and debt financing, particularly in the metals and mining sector. Mr. Bonney holds a Bachelor of Commerce (Honours) in Finance from the University of British Columbia.

Private Placement

On August 11, 2023, the Company closed a non-brokered private placement, pursuant to which the Company sold an aggregate of 13,178,460 common shares at a price of $6.50 per common share, generating aggregate gross proceeds of $85.7 million (the "Financing"). Share issuance costs related to the Financing totaled $2.4 million, and included professional fees, regulatory fees, and 5% finders' fees payable in cash on approximately $20.6 million of the gross proceeds from the Financing.

As part of the Financing, Nemesia S.à.r.l. ("Nemesia") purchased 4,307,692 common shares pursuant to the terms outlined above, for gross proceeds of $28.0 million. Nemesia, Zebra Holdings and Investments S.à.r.l ("Zebra") and Lorito Holdings S.à.r.l. ("Lorito") are companies controlled by a trust settled by the late Adolf H. Lundin, and report their respective security holdings in the Company as joint actors, as the term is defined by Canadian securities regulations, and are related parties by virtue of their combined shareholding in the Company in excess of 20%.

In addition, as part of the Financing, directors of the Company purchased a total of 465,000 common shares pursuant to the terms outlined above, for gross proceeds of $3.0 million.

The common shares issued under the Financing were subject to a hold period, which expired on December 12, 2023.

The Company anticipates that it will deploy the majority of its treasury and capital resources, including the net proceeds resulting from the Financing, towards furthering exploration programs in Chile and Argentina, as well as for general corporate and working capital purposes.

RESULTS FROM OPERATIONS

Year Ended	Dec-23	Dec-22	Dec-21
Net loss ($000's)	37,718	32,415	5,457
Loss per share, basic and diluted ($)	0.21	0.20	0.04
Total assets ($000's)	81,293	32,312	25,733

NGEx Minerals is a junior exploration company and, as such, its net losses are largely driven by its exploration and project investigation activities and there is no expectation of generating operating profits until it identifies and develops a commercially viable mineral deposit.

Key financial results for the last eight quarters are provided in the table below.

Three Months Ended	Dec-23	Sep-23	Jun-23	Mar-23	Dec-22	Sep-22	Jun-22	Mar-22
Exploration costs ($000's)	9,795	4,469	10,898	15,122	6,038	4,539	9,765	8,582
Operating loss ($000's)	11,714	8,675	12,116	16,483	8,384	6,243	10,497	9,296
Net loss ($000's)	8,614	4,218	9,719	15,167	8,020	6,068	9,651	8,676
Net loss per share, basic and diluted ($)	0.04	0.02	0.06	0.09	0.04	0.04	0.06	0.06

NGEx Minerals incurred a net loss of $37.7 million for the year ended December 31, 2023 (2022: $32.4 million), including an operating loss of $49.0 million (2022: $34.4 million). As a result of the Company's accounting policy to expense its exploration costs through the consolidated statement of comprehensive loss, except for mineral property option payments and mineral property acquisition costs, exploration and project investigation costs are the most significant expenditure category of the Company and for the year ended December 31, 2023, accounted for approximately 82% of the operating loss (2022: 84%). Due to the geographic location of the Company's mineral properties, the Company's business activities generally fluctuate with the seasons, through increased exploration activities during the summer months in South America. As a result, a general recurring trend is the increase in exploration expenditures, and therefore net losses, for the fourth quarter and first quarter of a fiscal year, relative to the second and third quarters. In addition, other relevant factors, such as the financial position of the Company, other corporate initiatives, as well as the type and scope of planned exploration or project work, could affect the level of exploration activities and net loss in a particular period.

Exploration and project investigation costs for the year ended December 31, 2023, were $40.3 million (2022: $28.9 million). The increase for the year ended December 31, 2023, is due primarily to the significant drill campaigns undertaken at Los Helados and Lunahuasi during the year, namely the Los Helados Program, the Maiden Lunahuasi Program, and the 2023-2024 Lunahuasi Program, as discussed in the "2023 Operating Highlights and Outlook" section above. By comparison, for the year ended December 31, 2022, the Company was also active at Los Helados and Lunahuasi, however the nature and scope of the work undertaken was relatively less extensive, resulting in lower exploration and project investigation costs. Namely, at Los Helados, the Company completed a small drill program in the first half of 2022 and launched the Los Helados Program in November 2022, and at Lunahuasi the Company completed preparations in advance of the planned start to the Maiden Lunahuasi Program in early 2023. However, the combined scope of these 2022 initiatives was significantly less than the extensive drilling and field work that was completed at both Los Helados and Lunahuasi during the year ended December 31, 2023. While the Company also undertook drilling at its Valle Ancho properties in the Province of Catamarca, Argentina, during the year ended December 31, 2022, this was only a relatively small reconnaissance program.

Excluding share-based compensation, administration costs for the year ended December 31, 2023 totaled $5.1 million (2022: $3.1 million). Share-based compensation, a non-cash cost, reflects the amortization of the estimated fair value of options over their vesting period and is based to a large degree on the Company's share price and its volatility. The actual future value to the option holders may differ materially from these estimates as it depends on the trading price of the Company's shares if and when the options are exercised. In addition, as the granting of options and their vesting is at the discretion of the Board, the related expense is unlikely to be uniform across quarters or financial years.

Administration costs, exclusive of share-based compensation costs, for the year ended December 31, 2023, were significantly higher than the 2022 comparative year primarily due to higher compensation costs. For the year ended December 31, 2023, the Company granted short-term incentive awards to certain employees and officers, and the Company also had a higher average personnel headcount and base compensation levels, to provide incremental resources and support in response to the Company's recent growth. In addition, professional fees for the year ended December 31, 2023, were higher due to increased legal and financial consultation incurred to explore strategic options with respect to potential transactions and financing. Lastly, for the year ended December 31, 2023, the Company also incurred higher office and general administration costs due to a greater focus on improving information technology (IT) security, as well as the impact of the Company's share price appreciation during 2022, which has resulted in higher annual stock exchange and regulatory fees in 2023.

The Company recognized a net monetary gain of $637,663 during the year ended December 31, 2023 (2022: $54,798), in relation to the application of hyperinflationary accounting for the Company's Argentine subsidiaries. The monetary gain recognized is the result of changes in the Argentine price indices and changes to the net monetary position of the Company's Argentine operating subsidiaries during the year. Further discussion regarding the application of hyperinflationary accounting has been provided in the notes to the consolidated financial statements.

From time to time, the Company acquires and transfers marketable securities as a mechanism to facilitate intragroup funding transfers between its Canadian parent and its Argentine operating subsidiaries. During the year ended December 31, 2023, the Company recognized a gain of $9.0 million (2022: $2.0 million) on the use of marketable securities for this purpose, which represents the net benefit of having used this funding mechanism over traditional methods. The increase in the gain is predominantly the result of more funding provided to its

Argentine subsidiaries during the year ended December 31, 2023, relative to 2022.

No tax recovery is recognized as a result of the nature of the Company's activities and the lack of reasonably expected taxable profits in the near term.

In other comprehensive loss, the Company reported a foreign currency translation loss of $929,853 for the year ended December 31, 2023 (2022: gain of $310,220) on translation of subsidiary company accounts from their functional currency to the Canadian dollar presentation currency. For the year ended December 31, 2023, the gain is primarily the result of fluctuations of the Canadian dollar relative to the Chilean peso over the year. In addition, for the year ended December 31, 2023, the impacts of hyperinflation amounted a loss of $1,318,175 (2022: 84,302), which consists of adjustments recognized on the continuing inflation of opening non-monetary balances during the year and the ongoing translation of the Company's Argentine subsidiary into the Canadian dollar presentation currency. The increase in the loss during 2023 is primarily due to the significant devaluation of the Argentine peso relative to the Canadian dollar during the year.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2023, the Company had cash of $59.5 million and net working capital of $69.7 million compared to cash of $23.2 million and net working capital of $20.2 million as at December 31, 2022. The Company's cash and net working capital increased during the year ended December 31, 2023, due primarily to net proceeds received from the Financing, as discussed in the "2023 Corporate Highlights" section above, and to $1,527,892 in gross proceeds received pursuant to the exercise of stock options (2022: $495,847). The cash inflows have been partially offset by $15.0 million used for the purchase of short-term investments and funds used in operations, including mineral property and surface access rights payments, and for general corporate purposes.

Credit Facilities

On September 28, 2022, the Company obtained an unsecured US$ 3.0 million credit facility (the "2022 Facility") from Zebra and Lorito to provide financial flexibility to fund ongoing exploration and for general corporate purposes. Zebra and Lorito are related parties of the Company as discussed in the "2023 Corporate Highlights" section above.

As consideration for the 2022 Facility, Zebra and Lorito received 12,500 common shares upon execution thereof, and were entitled to receive an additional 200 common shares each month, for every US$ 50,000 in principal outstanding, prorated accordingly for the number of days outstanding. During the year ended December 31, 2023, the Company made no draws against the 2022 Facility, which matured on September 28, 2023, with no amounts drawn or outstanding. No interest was payable in cash during its term.

All common shares issued in conjunction with the facilities were subject to a four-month hold period under applicable securities laws.

RELATED PARTY TRANSACTIONS

Under the normal course of operations, the Company may undertake transactions or hold balances with related parties. Other than those related party transactions identified elsewhere in this MD&A, the Company may, from time to time, engage with Filo Corp. ("Filo"), a related party by way of directors, officers and shareholders in common, and MOAR Consulting Inc. ("MOAR"), an exploration consulting firm, of which a director of the Company is the president.

Related party services

The Company has cost sharing arrangements with Filo. Under the terms of these arrangements, the Company may, from time to time, provide management, technical, administrative and/or financial services (collectively, "Management Services") to Filo, and vice versa. In addition, the Company may, from time to time, engage MOAR to provide exploration consultation. These transactions were incurred in the normal course of operations, and are summarized as follows:

Year ended

December 31, 2023 2022

Management Services to Filo	285,642	364,343
Management Services from Filo	(436,784)	(902,414)
Exploration Consultation from MOAR	(11,825)	(12,750)
Related party balances

The amounts due from (to) related parties, and the components of the consolidated statement of financial position in which they are included, are as follows:

December 31,	December 31,
Related Party	2023	2022
Receivables and other assets	Filo	67,466	112,163
Accounts payable and accrued liabilities	Filo	(52,858)	(186,449)
Key management compensation

The Company's key management personnel have the authority and responsibility for overseeing, planning, directing and controlling its activities and consist of the Board of Directors and members of the executive management team. Total compensation expense for key management personnel, and the composition thereof, is as follows:

Year ended December 31,

2023	2022
Salaries and other payments	912,411	572,667
Short-term employee benefits	26,825	17,514
Directors fees	97,000	92,458
Stock-based compensation	3,074,327	1,983,771
Short-term incentive bonuses	1,122,000	690,000
5,232,563	3,356,410
MATERIAL ACCOUNTING POLICIES

The Company's material accounting policies are described in Note 3 to the consolidated financial statements for the year ended December 31, 2023, as filed on SEDAR+ atwww.sedarplus.ca.

New Accounting Pronouncements

The IASB and/or the IFRS Interpretations Committee have issued new standards and amendments, or interpretations to existing standards, which were not yet effective and not applied by the Company as at December 31, 2023.