Annual Management Report for the Year Ended December 31, 2024

DIOS EXPLORATION INC.

ANNUAL MANAGEMENT REPORT

FOR THE YEAR ENDED DECEMBER 31, 2024

This Management Discussion and Analysis dated April 7, 2025, provides an analysis of operations and financial position of Dios Exploration Inc. (the "Company" or "Dios") for the year ended December 31, 2024. This discussion and analysis of the financial position and results of operations should be read in conjunction with Dios' audited financial statements for the years ended December 31, 2024, and 2023. These audited financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (hereafter "IFRS Accounting Standards").

Our report contains "forward-looking statements" not based on historical facts. Forward-looking statements express, as of the date of this report, our estimates, forecasts, projections, expectations and opinions as to future events or results. Forward-looking statements herein expressed are reasonable but involve number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, uncertainty as to calculation of mineral reserves and requirements of additional financing and the capacity of the Company to obtain financing.

ABOUT DIOS

Dios focuses on gold-copper-silver and lithium exploration in James Bay Eeyou Istchee, Quebec, Canada, along a major greenstone belt and geological province contact. Gold prices are currently at a very rare high.

Dios' wholly-owned Heberto Gold discovery and several other gold occurrences are hosted on AU33, adjacent to Hydro-Quebec EM-1 hydropower facilities. Several significant lithium acquisitions were completed in 2024 and 2023.

Wholly owned K2 gold-copper-silver property is adjacent south-west in strike of Azimut's Elmer gold discovery property. Dios is looking for a partner to further develop that property.

Dios is evaluating its gold projects for further work to enhance its value and potential. Lithium metal remains critical in universal fight against global warming, core component of lithium-ion batteries for powering electric vehicles & large-scale energy storage.

Dios' shares are traded on the TSX Venture Exchange under the symbol "DOS" and 121,282,066 shares were issued and outstanding at the end of 2024. Additional information may be available through www.sedarplus.cawebsite, under the Company's profile or at www.diosexplo.com.

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RESULTS OF OPERATION

Summary of acquisition activities

During the year ended December 31, 2024, Dios paid $5,728 for mining rights (claim renewal and acquisitions) compared to $129,087 for the same period last year.

Mining Right Additions

Summary of exploration activities

During the year ended December 31, 2024, the Company incurred $221,807 in exploration and evaluation expenses compared to $429,400 for the same period last year.

Exploration and evaluation expenses analysis

DIOS EXPLORATION 2025 PROPOSED BUDGET

GOLD EXPLORATION

Gold exploration is to be pursued on Au33-Lithium33 (Hebertoeast- northeast extent). Further financings will be needed for such gold exploration.

Dios' gold properties, Lower Eastmain Greenstone Belt: K2, AU33 (Heberto), LeCaron, Clarkie

Hole 19 hit 3.65 grams gold per tonne over 13 m (71 m-84 m) within 64 m true thickness interval grading 1.21 g/t gold on HEBERTO.

DD-19 is located 50 m south of DD-1 (2.13 g/t gold/22.9 m), of DD-9 (2 g/t gold/22 m) and of DD-10 (1.8g/t gold/18.45 m). DD- 19 is located 112 m west of DD-1 and 50 m north of DD-06 (1.94 g/t gold/7.75 m).

A deformation zone striking EW-NE was enhanced on the property and should be the focus of future work.

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Dios' Historical 2015-2017 Drilling Results (Heberto channel graded 5.18 g/t gold on 5 meters):

(See 2015-2017 Dios'press releases, as well as April 21, 2016 release)

Hole 19 (3.65g/t Au/13m) is 112 m west of Hole 1 and 50 m north of Hole 6 (2,23g/t Au/7.75 m).

Hole 19 is 50 m south of Hole 1 (2.13g/t Au/22.9m), of Hole 9 (2 g/t Au/22 m) & of Hole10 (1.8 g/t Au/18.45 m).

Gold zones can be followed in strike and at depth. Gold is associated with fine grained pyrite and magnetite in several meters thick potassic altered shear zones.

Heberto Gold is located at the contact of a low mag with a higher magnetic area, seeming to extend eastward as well as different ENE structures. Studies are ongoing in that sense.

There lies more overburden east of Heberto discovery outcrop, hiding possible gold occurrences, as Dios' geochemical data returned significant gold-in-till values. See cluster of golden triangles:

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Heberto major km scale gold system is located within a 5 X 8 km highly anomalous gold-in-outcrop area, near EM hydropower facilities, 50 km south of Newmont Eleonore world class gold mine and 20 km west of Clearwater gold deposit.

Dios is looking for a significant world class oxidized IRG gold deposit. Enriched gold content in association with pyrite and magnetite confirm that model deposit.

Road accessible Au33 property hosting Heberto Gold offering strong potential is underexplored.

Dios is therefore evaluating its gold and gold-silver-copper projects for further work to enhance its value and potential, with gold prices currently at a rare high, and the focus will be on ground accessible Heberto Gold this year.

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SUMMARY OF PLANNED EXPLORATION PROGRAMS FOR 2024 AND RESULTS

• Multi-propertyGeological Mapping and sampling for lithium, James Bay, Quebec
• This field program was helicopter-supported. The program design included target selections, traverse routes and sample grids. (Rock sampling and glacial till sampling)
• Detailed geological mapping and sampling with a focus on defined targets.
• • LeCaron Lithium
  • Lithium Nord
  • Nemiscau Nord
  • Pontax Nord
  • Clarkie Est

Lithium metal remains critical in universal fight against global warming, core component of lithium-ion batteries for powering electric vehicles & large-scale energy storage.

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For this program, Lithium-bearing pegmatites (LCT type) represented the main commodity of interest for the exploration work. The program's goal was to discover new occurrences of mineralized pegmatites within the different claim blocks while conducting prospection work and till sampling.

Fieldwork was conducted by two sampling teams doing either short (<5 km) field traverses or multiple helicopter stops in the vicinity of targeted sectors. The teams collected a total of 197 rock samples, including both grab and chip samples in 2024. Additionally, 26 observation points (mapping, with no samples collected) and 10 structural measurements were recorded.

The primary focus of the 2024 program was on pegmatite outcrops, which were extensively sampled across all properties. Glacially transported boulders were described and sampled when deemed prospective. Felsic intrusive rocks, including tonalitic and granitic varieties, were sampled to evaluate their geochemistry as potential parental magma sources for pegmatites. Additionally, amphibolites and metasediments were also sampled, as LCT pegmatites are known to generate anomalous concentrations of LCT-type elements in the surrounding host rocks.

Till sampling was conducted on the Le Caron Property, where teams collected a total of 42 till samples.

The rock samples mainly consisted of pegmatitic material. Pegmatite samples were either associated with granitic melt (anatexis) or occurred as dykes, occasionally reaching the metric scale. Most of the observed and sampled pegmatitic material had a granitic composition, typically containing biotite, or biotite and magnetite, while muscovite was observed in very few samples.

No mineralized pegmatites were sampled during the 2024 exploration program; however, anomalous values in LCT- type elements were still noted, contributing to the understanding of this unit geochemistry and potentially identifying regional targets for a follow-up exploration program. To assess the anomalous nature of these results, the same threshold used for the 2023 exploration program was applied.

Of the 191 samples analyzed, eight displayed anomalous values relevant to lithium-pegmatite exploration. These anomalous values were obtained from samples of felsic to intermediate intrusive outcrops.

The 2024 exploration program was built upon the 2023 program, which was shortened due to forest fires. As in 2023, most of the rocks observed and sampled in 2024 consisted of granites, granodiorites, and tonalites, often interpreted as products of partial melting (i.e., anatectic granites). In 2024, pegmatites with favourable mineralogy, including muscovite and tourmaline, were observed on the Pontax Property. However, this favourable composition was not associated with any enrichment in LCT elements. Samples from both the 2023 and 2024 programs did not yield significant values for tantalum, cesium, rubidium, or tin in the host rocks, which could suggest the proximity of a mineralized pegmatite due to metasomatic alteration.

As presented in the 2023 field report and reiterated in the 2024 report, geochemical ratios such as Mg/Li, K/Rb, and Nb/Ta suggest that rocks with a "fertile" signature are located on the periphery of the Uskawasis3 pluton, within the Lithium Nord and Le Caron properties. Results from the 2024 field program further support the hypothesis that this area may be favourable for the occurrence of LCT pegmatites or more evolved magmas.

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OPERATION RESULTS AND SELECTED ANNUAL INFORMATION

Net loss for the year is $4,012,117 (net loss of $128,814 for 2023) whereas operating expenses for the year totalled $99,258 ($177,243 for 2023).

Under a flow-through financing agreement entered into with subscribers during 2022, the Company committed to spending $650,000 in exploration expenses in Canada ("CEE") before December 31, 2023. The Company incurred an amount of $428,856 on this date. Consequently, a balance of $221,144 in expenses renounced to investors was not incurred in CEE as of December 31, 2023. The reason for the work not carried out is due to forest fires which made access to the mining sites impossible during the spring-summer 2023 period. At the provincial level a request for an additional twelve months to carry out the missing exploration work was accepted on February 16, 2024, while at the federal level the same request was made but no response on December 31, 2024. Amended renunciation forms have been filed with the federal tax authorities, which could result in the issuance of new assessment notices for affected subscribers for the 2022 tax year. In this regard, the Company has recorded, on December 31, 2024, a provision of $90,419 ($84,977 on December 31, 2023) as a provision for compensation and an expense of $5,442 ($84,977 on December 31, 2023) was recognized in the results.

Net loss and expenses

2024 compared to 2023

• Decrease in Employee benefits expense from $68,084 to $34,609.
• Decrease in Office expenses from $11,114, to $2,142.
• Decrease in Part XII.6 taxes due to the inability to complete certain exploration costs in 2023.
• Devaluation and write-off of exploration and evaluation assets of $3,863,899 and $84,983 respectively for 2024.

2023 compared to 2022

• Increase in audit fees in 2023 from $36,400 to $43,188.
• Increase in Part XII.6 taxes due to the inability to complete certain exploration costs due to forest fires.
• Deferred income taxes (non-cash item) recovered of $128,657 in 2023 compared to $372,715 in 2022.
• Provision for compensation of $84,977

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Total assets

2024 compared to 2023

• Exploration and evaluation assets

1. Acquisition and claim renewal costs of $5,728. o Exploration expenses of $221,807.

2023 compared to 2022

• Exploration and evaluation assets

1. Acquisition and claim renewal costs of $129,087. o Exploration expenses of $429,400.
   o Payment of the $40,000 loan (Canada Emergency Business Account).

SUMMARY OF QUARTERLY RESULTS

Variation in quarterly (loss) income can be explained by the following:

2024-Q4 Stock based payments of $11,692 Deferred income taxes of $1,930

Devaluation of exploration and evaluation assets of $3,863,899 Write-off of exploration and evaluation assets of $84,983

Income taxes of section XII.6 and III.14 of $22

2024-Q3 Stock based payments of $11,340 Deferred income taxes of $4,277

Income taxes of section XII.6 and III.14 of $335

2024-Q2 Stock based payments of $7,324 Deferred income taxes of $54,097

Income taxes of section XII.6 and III.14 of $1,554

2024-Q1 Stock based payments of $4,253 Deferred income taxes of $6,038

Income taxes of section XII.6 and III.14 of $1,638

2023-Q4 Deferred income taxes of $21,118 Stock based payments of $30,179

Income taxes of section XII.6 and III.14 of $14,119

Provision for compensation of $84,977

2023-Q3 Stock based payments of $11,083 Deferred income taxes of $23,873

Income taxes of section XII.5 and III.14 of $15,630

2023-Q2 Stock based payments of $4,968 Deferred income taxes of $20,315

Reversal of write-off of exploration and evaluation asset of $30,000

2023-Q1 Stock based payment of $7,504 Deferred income taxes of $22,576

Increase in Professional fees due to the timing of audit fees invoiced

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FOURTH QUARTER

Highlights of the fourth quarter of 2024 are as follows:

• Exploration expenses totalling $20,159
• Administrative expenses of $4,142
• Income interest of $983
• Income taxes of section XII.6 and III.14 of $22
• Devaluation of exploration and evaluation assets of $3,863,899
• Write-offof exploration and evaluation assets of $84,983

CASH FLOW SITUATION

Working capital decreased by $255,646 on December 31, 2024, going from $187,740 on December 31, 2023, to $(67,906) on December 31, 2024. This decrease can be explained by the absence of equity investments in 2024 and 2023.

Cash and term deposit amounted to $55,965 on December 31, 2024, compared to $371,529 on December 31, 2023.

The Company is considered to be in the exploration stage, thus is dependent on obtaining regular financings to continue exploration. Despite previous successes in acquiring sufficient financing, there is no guarantee of obtaining any future financings.

The Company considers it will have to finance itself in 2025 to carry out planned exploration work while having a reasonable working capital. On December 31, 2024, the Company did not have any debts or any financial commitments for upcoming quarters. The product of unspent funding related to flow-through financing on December 31, 2024, is $0.

On December 31, 2024:

• 121,282,066 common shares were issued
• 5,555,000 options were outstanding and 5,409,500 can be exercised at price ranging between $0.10 and $0.12 expiring between May 26, 2025, and July 3, 2028. Each option can be exchanged by its holder thereof for one common share of the Company.
• 250,000 warrants were outstanding, entitling their holders thereof to subscribe for the same number of common shares of the Company at a price of $0.10 and expiring August 12, 2026.

Share capital

Variation in share capital as of April 7, 2025, is the following:

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