MANAGEMENT'S DISCUSSION & ANALYSIS
For the year ended March 31, 2026 (4th Quarter)
EEV
The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations for Cerro de Pasco Resources Inc., ("Cerro de Pasco Resources" or "CDPR" or the "Company") for the quarter and year ended March 31, 2026 and should be read in conjunction with the Company's audited annual consolidated financial statements for the quarter and year ended March 31, 2025. The financial statements and related notes of CDPR have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The accounting policies applied in the financial statements are based on IFRS issued and effective as of March 31, 2025. It is intended to help the reader understand and assess the significant trends, risks and uncertainties related to the results of operations.
All figures are in United States Dollars unless otherwise stated. Additional information relating to the Company can be found on SEDAR+ at https://www.sedarplus.ca. The shares of Cerro de Pasco Resources are listed on the TSX Venture Exchange (TSXV) under the symbol "CDPR".
Report's dateThe MD&A was prepared with the information available as of June 29, 2026.
Caution regarding forward-looking informationThis MD&A contains forward-looking statements under Canadian securities legislation that are based on the Company's expectations, estimates and projections regarding its business, the mining industry in general and the economic environment in which it operates as of the date of the MD&A. To the extent that any statements in this document contain information that is not historical, the statements are essentially forward-looking and are often identified by words such as "plans", "seeks", "expects", "estimates", "intends", "anticipates", "believes", "could", "might", "likely", "scheduled" or variations of such words or statements that certain actions, events or results "may", "will", "could", "would", "might", "will be taken", "occur", "be achieved" or other similar expressions.
In the interest of providing shareholders and potential investors with information regarding the Company, including management's expectations of future plans and operations, certain statements in this MD&A are forward-looking and are subject to the risks, uncertainties and other important factors that could cause the Company's actual performance to differ materially from that expressed in or implied by such statements. Such factors include, but are not limited to: volatility and sensitivity to market metal prices, impact of change in foreign currency exchange rates and interest rates, imprecision in the timing, scope, completion and results of metallurgical, mineralogical, hydrogeological and geotechnical test work and studies and models and other technical datasets required for feasibility level engineering, resource and reserve estimates, environmental risks, adverse geological and mining conditions, changes in government regulations and policies including laws and policies; failure to obtain necessary permits, approvals and surface access to the Quiulacocha project area to complete planned work programs (including renewal/extension of the March 26, 2026 agreement with AMSAC and/or alternative access arrangements), and other development and operating risks. Also with respect to references in this MD&A to the Excelsior Stockpile ("NI 43-101 Technical Report on the El Metalurgista Concession, Pasco, Peru" dated March 15, 2021) as regards "inferred mineral resources", readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of mineral resources that are not mineral reserves has not been demonstrated. The estimates contained therein are preliminary in nature and are based on a number of assumptions, any one of which, if incorrect, could materially change the projected outcome.
As a result, the aforenoted risks and uncertainties combined with the Company's early stage of development underscore that any information pertaining to the Quiulacocha tailings and Excelsior stockpile projects should be considered conceptual in nature.
Although the Company believes that the expectations conveyed by the forward-looking statements are based upon information available on the date that such statements were made, there can be no assurance that such expectations will prove to be correct. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements unless required to do so by applicable Securities laws. All subsequent forward-looking statements, whether written or orally attributable to the Company or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.
Nature of activitiesCerro de Pasco Resources Inc. ("CDPR" or the "Company") is a Canadian mining company focused on the development and reprocessing of historical mining waste at its 100%-owned El Metalurgista mining concession in central Peru. This flagship concession encompasses silver-bearing polymetallic tailings and stockpiles accumulated over more than a century of mining at the Cerro de Pasco underground and open-pit operations. CDPR's vision is to transform legacy mining liabilities into responsible commercial and socially beneficial assets through a technical reprocessing approach that is currently in the project definition and study stage.
The Company's strategy is multi-dimensional, combining technical innovation with a deep understanding of the region's geological and regulatory context.
Strategic OutlookThe Company's strategy is focused on unlocking the value of its wholly-owned El Metalurgista concession in central Peru through the reprocessing of already mined, silver-bearing polymetallic tailings and stockpiles while addressing environmental liabilities from previous operators.
The flagship Quiulacocha Tailings Project is currently progressing through metallurgical and advanced technical studies, further permitting and project definition towards a maiden mineral resource estimate. The tailings reprocessing is widely recognized as a more cost-effective, efficient and sustainable long-term solution for remediation with no blasting, hauling and minimal dilution compared to conventional mining. In addition, there is third party existing rail access from the site to Callao port access available to the public.
Quiulacocha Tailings Reprocessing Project
CDPR is the titleholder to the concession located in Peru known as "El Metalurgista", which grants it the right to explore and process the Quiulacocha Tailings located within its assigned area. The enforceability of these rights has been formally confirmed by the General Mining Bureau of the Peruvian Ministry of Energy and Mines.
The Quiulacocha Tailings Storage Facility covers approximately 115 hectares of accumulated tailings from the Cerro de Pasco underground and open pit mine, a historic world-class operation that processed more than 90 million tonnes of ore during 1906-1992. The historic sources show two phases of production, starting from copper-silver ore and ending with zinc-lead-silver ore, with a transition in between.
The surface-level nature of the material is a characteristic that may support future reprocessing logistics, subject to completion of further technical studies, resource estimation, metallurgical testing, engineering work, permitting and qualified person review. The potential for environmental remediation and local employment are objectives that remain subject to technical, regulatory and financial conditions.
On May 28, 2024, CDPR was granted a long-awaited land easement, enabling the Company to launch its Phase 1 drilling and engineering program. This phase includes sampling, geochemical and mineralogical studies, metallurgical testing, resource estimation, and economic assessment. Results from that program are further expanded in this report.
Year Ended March 31, 2026
Business Development Highlights (Fourth Quarter Ending March 31, 2026)-
Operational Review and Quiulacocha Project Progress
On January 9, 2026, the Company provided an operational review and corporate update regarding work completed and consolidated at the Quiulacocha Tailings Project during 2025. The update summarized the completion and integration of several Phase 1 technical, environmental and regulatory workstreams, including mineralogical, metallurgical, rheological, geotechnical, hydrogeological and subsidence studies, as well as work relating to drill spacing validation and resource modelling methodology.
The Company also reported that preliminary logistics and transportation studies had been completed to evaluate concentrate handling, storage and regional transport alternatives, including road, rail and pipeline based options. These studies are intended to inform future engineering trade off evaluations and project execution planning.
Environmental and geochemical baseline programs were completed across wet and dry seasons, with sampling conducted at more than sixty locations. Preliminary geotechnical and hydrogeological studies were also completed to support stability modelling, risk assessment and the design of the Phase 2 drilling program.
From a permitting and site control perspective, the Company reported that it had closed the Declaración de Impacto Ambiental related to the Phase 1 drilling program and submitted a Declaración de Impacto Ambiental for Phase 2 drilling activities within the existing easement area of the El Metalurgista concession. The Company also executed a surface use agreement with the Community of Quiulacocha to support continuity of access for ongoing and future technical activities.
The Company further reported the completion of a Phase 1 bulk sampling program at the Quiulacocha tailings facility between December 16 and December 19, 2025. Approximately 12.3 tonnes of raw bulk material were collected, packaged and transported to Lima under frozen conditions for laboratory chemical analysis and metallurgical testing. The material is expected to support ongoing technical evaluation, flowsheet development and future scale up studies.
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Board Appointment
On February 3, 2026, the Company announced the appointment of Lara Smith to its Board of Directors. Ms. Smith has experience in financial evaluation, project economics and risk assessment across mining and industrial projects, including base metals, bulk commodities, critical metals and rare earths.
In connection with her appointment, the Company granted Ms. Smith 200,000 stock options under the Company's stock option plan. The options vested on the date of grant and are exercisable at a price of CAD $0.90 per common share for a period of five years from January 29, 2026.
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Project Development Funding Agreement with DFC
On March 2, 2026, the Company announced that it had entered into a Project Development Funding Agreement with the U.S. International Development Finance Corporation, the development finance institution of the United States Government, for the Quiulacocha Tailings Project.
Under the agreement, DFC will provide up to US $5 million in milestone-based project development funding to support defined project development activities. The funded activities include sonic drilling, geotechnical and hydrogeological drilling, completion of a feasibility study and engineering program, and preparation of a comprehensive Environmental and Social Impact Assessment. CDPR is required to contribute matching funds on a 1:1 basis for the applicable workstreams.
Year Ended March 31, 2026
The agreement also provides that DFC may consider providing up to US $300 million in long-term direct loan financing to support construction of the project. Any such financing would remain subject to completion of the project development activities, satisfactory due diligence, internal credit approvals, execution of definitive financing documentation and other conditions. There can be no assurance that such construction financing will be approved or provided.
The project development funding is structured as reimbursable disbursements tied to defined technical deliverables. If the project proceeds to a qualifying financing event within the agreed term, DFC would be entitled to reimbursement of disbursed development funds in accordance with the agreement and retains certain financing rights during that period.
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Access and Investigation Agreement with AMSAC
On March 26, 2026, the Company announced that it had entered into an access and investigation agreement with Activos Mineros S.A.C. for surface access to the Quiulacocha Tailings Storage Facility, including areas located outside of the Company's El Metalurgista concession.
The agreement relates to surface access, operational coordination and investigation activities and complements the Company's existing mineral rights within the El Metalurgista concession. Under the agreement, the Company is authorized to carry out technical programs that may include resource and definition drilling, geotechnical and hydrogeological drilling, surface and subsurface geophysical surveys, environmental baseline studies and monitoring programs, installation of instrumentation and data collection systems, and access to certain historical technical and environmental information.
The Company reported that the agreement is expected to support the next phase of technical work required for the Quiulacocha Tailings Project, including work intended to support future mineral resource estimation, feasibility studies and preparation of an Environmental Impact Assessment. Neither mineral resource nor economic viability has yet been established.
The commencement and scope of such work remain subject to applicable permitting, regulatory requirements and operational planning.
The agreement provides for total consideration of approximately PEN 7.2 million, or approximately US $2.1 million, over its initial term. While the agreement provides for extension flexibility subject to its terms, continued access beyond the initial term and/or for any expanded areas is subject to renewal/extension and/or additional arrangements. The Company expects to file a reprocessing application with the relevant mining authority in connection with the sectoral authorization required to begin preparation of the Environmental Impact Assessment.
- Warrants and Options Exercise
During the quarter, warrant holders exercised an aggregate of 18,647,665 warrants at exercise prices ranging from CAD $0.15 to $0.68 per share, generating total proceeds of CAD $4,519,403.
In January 2026, two option holders exercised an aggregate of 685,000 options at an exercise price of CAD $0.20 per share, for total proceeds of CAD $137,000.
