NexMetals Mining Corp.

Previous wording

The following management’s discussion and analysis (this “MD&A”) of our financial condition and results of operation should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and accompanying notes thereto for the quarters ended March 31, 2025 and 2024 (the “Quarterly Financial Statements”) appearing elsewhere in this Report. This discussion and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section set forth in the 2024 Form 10-K that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Cautionary Note Regarding Forward-Looking Statements” section of this Report.

Current wording

The following management’s discussion and analysis (this “MD&A”) of our financial condition and results of operation should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and accompanying notes thereto for the quarters ended June 30, 2025 and 2024 (the “Quarterly Financial Statements”) appearing elsewhere in this Report. This discussion and analysis below includes forward-looking statements within the meaning of applicable securities laws that are subject to risks, uncertainties and other factors described in the “Risk Factors” section in Part I, Item 1A of this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Cautionary Note Regarding Forward-Looking Statements” section of this Report.

Previous wording

This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the quarter ended March 31, 2025, and the results of operations of the Company for the three-month periods ended March 31, 2025 and March 31, 2024. The Quarterly Financial Statements and the financial information contained in this MD&A were prepared in accordance with US GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.

Current wording

This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the quarter ended June 30, 2025, and the results of operations of the Company for the three-month and six-month periods ended June 30, 2025 and June 30, 2024. The Quarterly Financial Statements and the financial information contained in this MD&A were prepared in accordance with US GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.

Previous wording

In this MD&A, unless the context otherwise requires, references to the Company or PREM refer to Premium Resources Ltd. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.

Current wording

In this MD&A, unless the context otherwise requires, references to “the Company” or “NEXM” refer to NexMetals Mining Corp. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.

Previous wording

PREM is a mineral exploration and evaluation company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum group elements (“Ni-Cu-Co-PGE”) resources. The principal assets of the Company are the Selebi Main and Selebi North nickel-copper-cobalt (“Ni-Cu-Co”) mines in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the Ni-Cu-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”). PREM is committed to governance through transparency, accountability, and open communication within PREM’s team and stakeholders.

Current wording

NEXM is a mineral exploration and development company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum group elements (“Ni-Cu-Co-PGE”) resources. The principal assets of the Company are the Selebi Main and Selebi North nickel-copper-cobalt (“Ni-Cu-Co”) mines in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the Ni-Cu-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”). NEXM is committed to governance through transparency, accountability, and open communication among NEXM’s team and stakeholders.

Previous wording

The Selebi and Selkirk mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure. The Company’s flagship Selebi Mines include two operational shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads.

Current wording

The Selebi and Selkirk Mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure. The Company’s Selebi Mines include two shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads.

Previous wording

PREM is headquartered in Toronto, Ontario, Canada and is publicly traded on the TSX Venture Exchange (the “TSXV”) under the symbol “PREM”. Prior to November 20, 2024, the Company traded on the TSXV under its previous name and symbol, Premium Nickel Resources Ltd. and PNRL, respectively. In addition, the Company’s common shares (the “Common Shares”) are currently quoted on the OTC Pink Open Market under the symbol “PRMLF”.

Current wording

NEXM is headquartered in Toronto, Ontario, Canada and its common shares (the “Common Shares”) are publicly traded on the Nasdaq Capital Market (the “Nasdaq”) and the TSX Venture Exchange (the “TSXV”) under the symbol “NEXM”. Prior to June 11, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and PREM, respectively.

Previous wording

The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct. The Company has established policies and procedures in its Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. PREM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.

Current wording

The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct. The Company has established policies and procedures in itsCode of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. NEXM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.

Previous wording

The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk Technical Report Summary entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” with an effective date of November 1, 2024 and a signature date of January 8, 2025 prepared by SLR Consulting (Canada) Ltd. (the**“Selkrik TRS**”), prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.

Current wording

The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk Technical Report Summary entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” with an effective date of November 1, 2024 and a signature date of January 8, 2025 prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.

Previous wording

The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north of the mining licence. With a population of approximately 52,000, the town is accessed via a well-maintained paved road that branches due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.

Current wording

The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north of the mining licence. With a population of approximately 43,000, the town is accessed via a well-maintained paved road that branches due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.

Previous wording

Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72. The original licence which had been granted to BCL Limited (“BCL”) on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The current mining licence is limited to the Selebi and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure.

Current wording

The Selebi Mines consist of a single mining licence covering an area of 11,504 hectares. The mining licence is centred approximately at 22°03’00”S and 27°47’00”E. Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72. The original licence which had been granted to BCL Limited (“BCL”) on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The current mining licence is limited to the Selebi Main and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure.

Previous wording

In March 2025, the Selebi North Underground Resource Expansion Drilling program commenced with one drill rig targeting Borehole Electromagnetic (“BHEM”) plates located down-dip, and down-plunge from the N3, N2, and South Limbs. During 2025 and up to the date of this report, the Company has drilled approximately 2,222 metres in 3 holes. During the quarter, drill hole SNUG-25-184 intersected mineralization 183 metres down-plunge from the Selebi Mines MRE. A BHEM survey in SNUG-25-184 identified strong off-hole responses, indicating both the South Limb and N2 zones remain open down-plunge.

Current wording

In March 2025, the Selebi North Underground Resource Expansion Drilling program commenced with one drill rig targeting Borehole Electromagnetic (“BHEM”) plates located down-dip and down-plunge from the N3, N2, and South Limbs. During the second quarter of 2025, drill hole SNUG-25-184 intersected mineralization in the South Limb 183 metres down-plunge from the Selebi Mines MRE, and in the N2 Limb 300 metres down-plunge of the MRE. Highlights from this hole included 13.50 metres of 3.68% CuEq 1 (1.13% Cu, 1.24% Ni, 0.06% Co) in the South Limb and 6.25 metres of 2.16% CuEq 1 (0.62% Cu, 0.75% Ni, 0.04% Co) in the N2 Limb. A BHEM survey completed in SNUG-25-184 revealed strong off-hole conductors, confirming the South Limb and N2 zones remain open down-plunge.

Previous wording

Assays for a total of approximately 34,368 metres across 82 completed holes have not been accounted for in the Initial Selebi MRE. All core is sampled and sent to ALS Chemex in Johannesburg for analysis. All holes are surveyed with a gyro instrument and selected holes are surveyed with BHEM geophysical tools.

Current wording

During 2025 and up to the date of this Report, the Company has drilled approximately 5,123 metres in 8 holes as part of the Selebi North Underground Resource Expansion Drilling program. Assays for a total of approximately 38,139 metres across 86 completed holes at Selebi North have not been accounted for in the 2024 Selebi Mines MRE. All core is sampled and sent to ALS Chemex in Johannesburg for analysis. All holes are surveyed with a gyro instrument and selected holes are surveyed with BHEM geophysical tools.

Previous wording

The Company has implemented a surface drilling program at Selebi Main to investigate the potential of a third parallel mineralized horizon beneath the two known zones. The initial drill testing has been through the extension of historic drill holes, to target a large BHEM plate 150 to 200 metres beneath the Selebi Main resource. If successful, this program could lead to the discovery of a new mineralized horizon. These BHEM plates are situated outside the Selebi Mines MRE extents. During 2025 and up to the date of this report, the Company has extended historic drillholes by approximately 307 metres in 2 existing holes.

Current wording

The Company has implemented a surface drilling program at Selebi Main to investigate BHEM responses beyond the end of several holes, interpreted to be caused by a potential third parallel mineralized horizon beneath the two known zones. The initial drill testing has been through the extension of historic drill holes, to target a large conductor interpreted to lie 150 to 200 metres beneath the Selebi Main resource. During 2025 and up to the date of this Report, the Company has extended 3 historic drillholes by approximately 768 metres. Although a thick zone of altered amphibolite host rock was intersected, no mineralization was present in the original target area. Subsequent BHEM surveys indicate that the conductor has a steeper dip than the known resources; follow-up drilling is planned. With this work, the Company is investigating the potential of a new mineralized horizon. The modeled BHEM plate is situated outside the initial Selebi Mines MRE extents.

Previous wording

Further information on assay results can be found in the Company’s news releases which are available on the Company’s website (https://premiumresources.com) (the Company’s website is not incorporated in this Report). Assay results are publicly released as they are received and confirmed by the Company.

Current wording

Further information on assay results can be found in the Company’s news releases which are available on the Company’s website (https://nexmetalsmining.com/) (the Company’s website is not incorporated in this Report). Assay results are publicly released as they are received and confirmed by the Company.

Previous wording

PREM intends to use pre-concentration methods to separate the minerals from waste materials to produce a mill feed and flotation to produce a concentrate for commercial sale, or for further refining, and does not plan to restart the existing concentrator or smelter.

Current wording

NEXM intends to use pre-concentration methods to separate the minerals from waste materials to produce a mill feed and flotation to produce a concentrate for commercial sale, or for further refining, and does not plan to restart the existing concentrator or smelter.

Previous wording

During the three months ended March 31, 2025, the Company incurred$5,944,153(three months ended March 31, 2024 -$6,469,929) in exploration and evaluation expenditures on the Selebi Mines. The Company incurred $8,735,401 to acquire the Selebi Mines, and has incurred a further$75,240,729 in exploration and evaluation expenditures project-to-date as at March 31, 2025.

Current wording

During the three and six months ended June 30, 2025, the Company incurred $8,620,305 (three months ended June 30, 2024 - $6,223,952) and $14,614,458 (six months ended June 30, 2024 - $12,693,881), respectively, in exploration and evaluation expenditures on the Selebi Mines. The Company incurred $8,735,401 to acquire the Selebi Mines, and has incurred a further $83,911,034 in exploration and evaluation expenditures project-to-date as at June 30, 2025.

Previous wording

The Selebi North Underground Resource Expansion Drilling program is expected to continue throughout the remainder of the year for further testing of the BHEM plates.

Current wording

The Selebi North Underground Resource Expansion Drilling program is expected to continue throughout the remainder of the year for further testing of the BHEM plates. Drill hole SNUG-25-192, currently in progress, is targeting the southern strike extent between SNUG-25-184 and SNUG-25-186 to further evaluate the continuity and scale of both the South Limb and N2 mineralized systems.

Previous wording

The Selebi Hinge drilling offers a strategic opportunity for potential substantial resource expansion. Drilling is planned to target large BHEM plates located off the Selebi Main mine horizon and toward the Selebi North deposit. The Company intends to pre-collar the holes to a depth of up to 1,200 metres and bring in a more powerful drill to extend these holes to final target depths. These holes are planned to target a series of previously untested BHEM plates located down-dip and down-plunge of the Selebi Main resource. Drilling is expected to consist of approximately 12,500 metres in 6 holes over an estimated period of 7 months.

Current wording

The Selebi Hinge drilling offers a strategic opportunity for potential substantial resource expansion. With the pre-collaring of the holes well underway and the recent mobilization of the more powerful deep drill to extend these holes to final target depths, the Company expects to make significant progress on the program through the remainder of the year. Drilling is expected to consist of approximately 12,500 metres in 6 holes over an estimated period of 7 months.

Previous wording

In addition to the drilling, the Company is advancing metallurgical studies. Flowsheet designs are nearing completion, taking into consideration the ongoing XRT ore sorting evaluations.

Current wording

In addition to the drilling, the Company is advancing metallurgical studies including hydrometallurgical test work. Flowsheet designs are in progress, taking into consideration the ongoing XRT pre-concentration sorting evaluations. The Company plans to continue advancing the 3D modelling work to continually optimize drill hole placement.

Previous wording

The Selkirk Mine is accessed year-round via paved and gravel roads from Gaborone and Francistown. The Selkirk Mine infrastructure includes relict surface infrastructure supporting the historical underground mine, and the original decline. The Selkirk Mine is quite flat, and beyond the mine footprint is covered in grassland with dispersed and clustered trees typical of a tree savanna biome.

Current wording

The Selkirk Mine is accessed year-round via paved and gravel roads from Gaborone and Francistown. The Selkirk Mine infrastructure includes relict surface infrastructure supporting the historical underground mine, and the original decline.

Previous wording

The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km 2) and four prospecting licences covering a total of 12,670 hectares (126.7 km 2). The mining licence, 2022/7L, is centred approximately at 21°19’13” S and 27°44’17” E and is held by PNGPL, a subsidiary of PREM. The mining licence was renewed for ten years commencing on May 27, 2022, ending on May 26, 2032. The four prospecting licences (PL050/2010, PL051/2010, PL210/2010, and PL071/2011) were renewed during the first quarter of 2025 and will expire March 31, 2027.

Current wording

The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km 2) and four prospecting licences covering a total of 12,670 hectares (126.7 km 2). The mining licence, 2022/7L, is centred approximately at 21°19’13” S and 27°44’17” E and is held by PNGPL, a subsidiary of NEXM. The mining licence was renewed for ten years commencing on May 27, 2022, ending on May 26, 2032. The four prospecting licences (PL050/2010, PL051/2010, PL210/2010, and PL071/2011) were renewed during the first quarter of 2025 and will expire March 31, 2027.

Previous wording

The Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study. It was prepared using results from 232 surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by PREM in 2021, and 17 historical drillholes resampled in 2024. Analytical results from PREM re-sampling showed higher platinum group element values compared to historic results. Further, the Selkirk MRE was prepared under the conceptual processing scenario of producing two separate concentrates. Additional work on alternate processing options may result in higher recoveries. Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE as cobalt analyses are not consistently available throughout the deposit. Planned metallurgical studies will determine payability of cobalt at the Selkirk Mine.

Current wording

The Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study. It was prepared using results from 232 surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by NEXM in 2021, and 17 historical drillholes resampled in 2024. Analytical results from NEXM re-sampling showed higher platinum group element values compared to historic results. Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE as cobalt analyses are not consistently available throughout the deposit. Planned metallurgical studies will determine payability of cobalt at the Selkirk Mine.

Previous wording

During the first quarter of 2025, the Company continued its re-sampling program of historic drill core, targeting both resource expansion and reclassification in an updated MRE.

Current wording

The Company continued its re-sampling program of historic drill core throughout the first half of 2025, targeting both resource expansion and reclassification in an updated MRE and to obtain complete PGE analysis. An additional 34 historical holes have been identified for resampling. To date, 29 of 34 holes have been processed, relogged and resampled for a total of 8,707 metres. The 2025 program has confirmed high-grade mineralization including 8.69% CuEq 2 and elevated Rhodium outside of the Selkirk MRE.

Previous wording

During the three months ended March 31, 2025, the Company incurred $101,968 (three months ended March 31, 2024 - $196,497) in exploration and evaluation expenditures on the Selkirk Mine. The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $3,160,470 in exploration and evaluation expenditures project-to-date as at March 31, 2025.

Current wording

During the three and six months ended June 30,2025, the Company incurred $1,603,705 (three months ended June 30, 2024 - $322,642) and $1,705,673 (six months ended June 30, 2024 - $519,139), respectively, in exploration and evaluation expenditures on the Selkirk Mine. The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $4,764,175 in exploration and evaluation expenditures project-to-date as at June 30, 2025.

Previous wording

No exploration work was completed in the first quarter of 2025 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing until 2030. No material expenditures or activities are contemplated on the Post Creek property at this time.

Current wording

No exploration work was completed in the first half of 2025 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing until 2030. No material expenditures or activities are contemplated on the Post Creek property at this time.

Previous wording

No exploration work was completed in the first quarter of 2025 on the Post Creek Property. The claims are in good standing through 2030. No material expenditures or activities are contemplated on the Halcyon property at this time.

Current wording

No exploration work was completed in the first half of 2025 on the Halcyon Property. The claims are in good standing through 2030. No material expenditures or activities are contemplated on the Halcyon property at this time.

Previous wording

In December 2024, the Company notified the Government of Greenland that it was relinquishing its licences effective immediately. The Company is expecting final approval from authorities pending the removal of remaining structures.

Current wording

In December 2024, the Company notified the Government of Greenland that it was relinquishing its licences effective immediately. The Company is expecting final approval from authorities pending the removal of remaining structures. The Company provisioned $140,000 for the three and six months ended June 30, 2025 (three and six months ended June 30, 2024 - $nil) for the remediation work at the property.

Previous wording

Total assets as at March 31, 2025 increased by $38,827,996 from the December 31, 2024 balance largely as a result of higher cash balances in the current period. During the quarter, the Company closed a Private Placement for aggregate gross proceeds of $46,000,000 (see “Liquidity & Capital Resources — Financings”).

Current wording

Total assets as at June 30, 2025 increased by $22,100,405 from the December 31, 2024 balance largely as a result of higher cash balances at June 30, 2025. In March 2025, the Company closed a Private Placement for aggregate gross proceeds of $46,000,000 (see “Liquidity & Capital Resources — Financings”).

Previous wording

The following table summarizes the Company’s operations for the three-month periods ended March 31, 2025 and March 31, 2024:

Current wording

The following table summarizes the Company’s operations for the three- and six-month periods ended June 30, 2025 and June 30, 2024:

Previous wording

Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for the three months ended March 31, 2025 decreased by $1,001,869 compared to the prior comparable period. The higher spending in the 2024 comparable period primarily relates to the acquisition of capital spares and critical spares for existing equipment on-site.

Current wording

Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for the six months ended June 30, 2025 increased by $389,542 compared to the prior year comparable period. The higher spending in 2025 primarily relates to the acquisition of a deep drill for the Selebi Hinge zone, kits for converting two underground U5 drills into surface A5 drills, and light duty vehicles.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 increased by $45,922,707 compared to the prior year comparable period. During the current period, the Company closed a Private Placement for gross proceeds of $46,000,000(see “Liquidity & Capital Resources - Financings”). The Company did not execute any financing transactions during the prior year comparable period.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 increased by $17,037,715 compared to the prior year comparable period. The increase primarily reflects the closing of a Private Placement in March 2025 for gross proceeds of $46,000,000. In the comparative period, the Company closed a financing in June 2024 for gross proceeds of $27,454,421 (see “Liquidity and Capital Resources – Financings”).

Previous wording

The properties in which the Company currently has an interest are in the pre-revenue stage. Operating cash outflows are highly dependent upon the exploration and evaluation programs taking place at that time. As such, the Company is dependent on external financing to fund its activities and the advancement of its projects. In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed.

Current wording

The properties in which the Company currently has an interest are in the pre-revenue stage. Operating cash outflows are highly dependent upon the exploration and evaluation programs taking place at that time. As such, the Company is dependent on external financing to fund its activities and the advancement of its projects. In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed. Further, the second instalment under the Selebi APA of $34,107,500 (US$25,000,000) is due January 31, 2026 (see “Contractual Obligations and Contingencies”), which may require the Company to raise additional funding as the Company does not currently have sufficient funds to meet this obligation.

Previous wording

As at March 31, 2025, the Company had $45,466,839 in available cash (December 31, 2024–$6,105,933), with no source of operating cash flows, and no significant credit lines in place. As at March 31, 2025, the Company had working capital (calculated as total current assets less total current liabilities) of $39,434,623 (December 31, 2024–$3,410,490). The increase in working capital is a result of the cash proceeds received from the Private Placement.

Current wording

As at June 30, 2025, the Company had $26,463,957 in available cash and cash equivalents (December 31, 2024–$6,105,933), with no source of operating cash flows, nor any significant credit lines in place. As at June 30, 2025, the Company had working capital (calculated as total current assets less total current liabilities) of $23,875,340 (December 31, 2024–$3,410,490). The increase in working capital is a result of the cash proceeds received from the Private Placement.

Previous wording

The Company issued to Cymbria an aggregate of 69,607,843 units (each, a “Settlement Unit”) at a deemed issue price of $0.30 per Settlement Unit in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan. Accrued interest under the Term Loan, up to the date of the Debt Conversion, in the amount of $268,896 was settled in cash. Each Settlement Unit consisted of one Common Share of the Company and one Common Share purchase warrant (each, a “Settlement Warrant”) of the Company.

Current wording

The Company issued to Cymbria an aggregate of 3,480,392 units (each, a “Settlement Unit”) at a deemed issue price of $6.00 per Settlement Unit in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan. Accrued interest under the Term Loan, up to the date of the Debt Conversion, in the amount of $268,896 was settled in cash. Each Settlement Unit consisted of one Common Share of the Company and one Common Share purchase warrant (each, a “Settlement Warrant”) of the Company.

Previous wording

Each Settlement Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $0.40 per Common Share until March 18, 2028. If, at any time prior to the expiry date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the expiry date with 30 days’ notice to the Settlement Warrant holders.

Current wording

Each Settlement Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $8.00 per Common Share until March 18, 2028. If, at any time prior to the expiry date, the volume-weighted average trading price of the Common Shares is at least $40.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the expiry date with 30 days’ notice to the Settlement Warrant holders.

Previous wording

The Private Placement consisted of issuing 153,333,334 units (each, a “Private Placement Unit”) of the Company at a price of $0.30 per unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “Private Placement Warrant”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $0.55 per share until March 18, 2028.

Current wording

The Private Placement consisted of issuing 7,666,667 units (each, a “Private Placement Unit”) of the Company at a price of $6.00 per unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “Private Placement Warrant”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $11.00 per share until March 18, 2028.

Previous wording

In connection with the March 2025 Financing, the Company issued: (i) 4,000,000 Common Shares to TriView Capital Ltd. (“TriView”) for its services as finder; (ii) 9,000,000 Common Shares to Fiore Management and Advisory Corp. (“Fiore”) and 3,750,000 Common Shares to Bowering Projects Ltd. (“Bowering”) for certain advisory services; and (iii) 3,586,709 Common Shares to a financial advisor for financial advisory services. In addition to the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $2,371,203. As of March 31, 2025, the Company has made cash payments relating to these fees of $397,250.

Current wording

In connection with the March 2025 Financing, the Company issued: (i) 200,000 Common Shares to TriView Capital Ltd. (“TriView”) for its services as finder; (ii) 450,000 Common Shares to Fiore Management and Advisory Corp. (“Fiore”) and 187,500 Common Shares to Bowering Projects Ltd. (“Bowering”) for certain advisory services; and (iii) 179,335 Common Shares to a financial advisor for financial advisory services. In addition to the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $2,371,203.

Previous wording

As at March 31, 2025, the Company has expended $553,704 of the Private Placement net proceeds. While the Company has arranged this additional financing, the proceeds are intended for the advancement of exploration and evaluation activities at the Mines and for general corporate and working capital purposes. Subject to any changes in the Company’s operational plan, this transaction will provide the Company with the funds required to advance its planned activities and cover administrative costs into the first quarter of 2026. Therefore, the Company will need to arrange additional financing to meet its commitments under the asset purchase agreements (see “Contractual Obligations and Contingencies”).

Current wording

As at June 30, 2025, the Company has expended $17,582,633 of the Private Placement net proceeds. While the Company has arranged this additional financing, the proceeds are intended for the advancement of exploration and evaluation activities at the Mines and for general corporate and working capital purposes. Subject to any changes in the Company’s operational plan, this transaction will provide the Company with the funds required to advance its planned activities and cover administrative costs into the first quarter of 2026. Therefore, the Company will need to arrange additional financing to meet its commitments under the asset purchase agreements (see “Contractual Obligations and Contingencies”).

Previous wording

In June of 2024, the Company closed two tranches of a non-brokered private placement offering of units of the Company, pursuant to which the Company issued a total of 35,256,409 units at a price of $0.78 per unit for gross proceeds of approximately $27.5 million (the “June 2024 Financing”). Each unit was comprised of one Common Share and one Common Share purchase warrant. As at March 31, 2025, the Company has expended all the June 2024 Financing.

Current wording

In June of 2024, the Company closed two tranches of a non-brokered private placement offering of units of the Company, pursuant to which the Company issued a total of 1,762,820 units at a price of $15.60 per unit for gross proceeds of approximately $27.5 million (the “June 2024 Financing”). Each unit was comprised of one Common Share and one Common Share purchase warrant. As at June 30, 2025, the Company has expended all the June 2024 Financing.

Previous wording

The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of $15,228,330 for the three months ended March 31, 2025 (three months ended March 31, 2024 - $9,347,180). To date, the Company has not generated profitable operations from its resource activities. It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the date of this report.

Current wording

The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of $15,088,746 and $30,317,076 for the three and six months ended June 30, 2025, respectively (net loss of $9,793,192 and $19,140,372 for the three and six months ended June 30, 2024, respectively). To date, the Company has not generated profitable operations from its resource activities. It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the date of this Report.