This Management's Discussion and Analysis ("MD&A") provides relevant information on the operations and financial results of Fitzroy Minerals Inc. (the "Company") for the year ended September 30, 2025. It should be read in conjunction with the Company's audited annual consolidated financial statements for the year ended September 30, 2025, and related notes thereto (the "Annual Financial Statements"). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and can be found on SEDAR+ at www.sedarplus.ca and the Company's website www.fitzroyminerals.com.
All monetary amounts in this MD&A and in the Company's consolidated financial statements are expressed in Canadian Dollars, unless otherwise stated.
The effective date of this MD&A is January 28, 2026.
Forward-Looking InformationCertain statements contained in the following MD&A constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from actual future results and achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward-looking statements while considering the risks set forth below.
Caution Regarding Forward-Looking StatementsExcept for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company's properties; the future price of gold, silver, and copper; the success of exploration activities; cost and timing of future exploration and development; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; requirements for additional capital; and other statements relating to the financial and business prospects of the Company.
Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of its experience and its perception of trends, current conditions, and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made.
Forward-looking information is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to:
The Company's goal of creating shareholder value by concentrating on the acquisition and development of
properties that have the potential to contain economic resources.
Management's economic outlook regarding future trends.
The Company's ability to meet its working capital needs at the current level in the short term.
Expectations with respect to raising capital; and
Governmental regulation and environmental liability.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors could also cause materially different results. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Description of Business and Overall Performance
Fitzroy Minerals Inc. (the "Company"), formerly known as Norseman Silver Inc., was incorporated on September 25, 1985 under the laws of British Columbia, Canada and is a junior natural resource company. The common shares of the Company are listed on the TSX Venture Exchange (the "TSXV" or the "Exchange") under the symbol "FTZ". The Company is primarily engaged in the acquisition, exploration, and development of mineral properties. All of the Company's activities to date have been of an exploratory nature.
On February 25, 2020, the TSXV approved the Company's name change from Gem International Resources Inc. to Norseman Capital Ltd. Then, on September 16, 2020, the TSXV approved another name change from Norseman Capital Ltd. to Norseman Silver Inc. On January 26, 2024, the TSXV approved the Company's name change from Norseman Silver Inc. to Fitzroy Minerals Inc.
The head office and registered and records office are located at Suite 1400, 1050 West Pender Street, Vancouver, British Columbia, V6E 3S7.
The Company is focused on exploring and developing copper-focused mineral assets with substantial upside potential in the Americas. The Company's current property portfolio includes the Buen Retiro Copper Project located near Copiapó, Chile, the Caballos Copper and Polimet Gold-Copper-Silver projects located in Valparaiso, Chile, the Taquetren Gold Project located in Rio Negro, Argentina, and the Caribou Project in British Columbia, Canada.
The Company is an exploration stage company with no revenues from mineral-producing operations. Activities include acquiring mineral exploration properties and conducting exploration programs. The mineral exploration business is considered risky and most exploration projects will not result in producing mines. The Company may offer an opportunity to other mining companies to acquire an interest in a property in return for funding all or part of the exploration and development of a particular property. For the funding of property acquisitions and exploration that the Company conducts, the Company depends on the issuance of shares from the treasury to investors. These stock issuances depend on a number of factors including a positive mineral exploration environment, positive stock market conditions, a Company's track record and the experience of management.
During the year ended September 30, 2025, the Company recorded a comprehensive loss of $4,430,259 (September 30, 2024 - $1,687,593). As at September 30, 2025, the Company had total assets of $35,943,313 (September 30, 2024
- $5,738,977) and working capital of $12,668,150 (September 30, 2024 - $1,339,463).
Technical Disclosure in the Management Discussion and Analysis
Dr. Scott Jobin-Bevans (P.Geo., Ph.D., PMP), a qualified person pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") who is an independent geological consultant to the Company, is responsible for reviewing and approving the technical information in this MD&A.
Mineral Properties
Caribou ProjectOn June 3, 2020, the Company entered into an option agreement (the "Caribou Option Agreement") with Cloudbreak Discovery (Canada) Ltd. ("Cloudbreak"), at the time, a company with a common officer, to acquire a 100% interest in certain mining claims located in the Skeena Mining Division area in British Columbia, known as the Caribou Project.
Pursuant to the Caribou Option Agreement, in order to fully exercise the option (the "Caribou Option"), the Company shall pay Cloudbreak an aggregate of $80,000 (paid) and issue 2,750,000 (issued) common shares of the Company in three instalments.
The Caribou Option Agreement was fully exercised on June 2, 2022. On June 16, 2022 the Company signed a Royalty Agreement with Cloudbreak, pursuant to the Caribou Option Agreement, the Company granted Cloudbreak a 2.0% net smelter return royalty ("NSR"). The Company has the right to acquire one-half of the NSR (1.0%) from Cloudbreak at a price of $1,000,000 at any time prior to the commencement of commercial production. If the Company purchases the first half of the NSR, the Company shall have the right to acquire the remaining half of the NSR (1.0%) at a price of $4,000,000, for an aggregate of $5,000,000.
On April 11, 2025, the Company signed a royalty repurchase agreement with Cloudbreak, whereby the Company could acquire the 2.0% NSR owned by Cloudbreak at a price of $20,000 (subsequently paid).
Taquetren ProjectOn May 4, 2021, the Company entered into an option agreement (the "Taquetren Option Agreement") to acquire a 100% interest in the Taquetren Silver Project, located in the Navidad-Calcatreau Mining District, Argentina. On May 2, 2024, the Company signed an amendment to the Taquetren Option Agreement (the "Taquetren Amendment"), changing the due date for the issuance of 2,000,000 common shares and an additional exploration expenditure of US$500,000 from May 3, 2024 to July 4, 2024.
Pursuant to the Taquetren Option Agreement, in order to fully exercise the option, the Company shall:
Make payment of US$40,000 (paid on March 3, 2021);
Issue 200,000 common shares (issued on May 11, 2021);
Issue 300,000 common shares (issued on May 3, 2022) and incur US$70,000 (incurred) of exploration expenditures on the Project;
Issue 500,000 common shares (issued, and issued an additional 500,000 common shares per the share adjustments provision of the option agreement on May 3, 2023), and incur US$200,000 (incurred) of additional exploration expenditures on the Taquetren Silver Project; and
Issue 2,000,000 common shares (issued, and issued an additional 941,176 common shares per the share adjustments provision of the option agreement on July 4, 2024) and incur an additional US$500,000 (incurred) of exploration expenditures on the Project on or before July 4, 2024.
In addition, pursuant to the Taquetren Option Agreement, the Company shall grant to the optionors a 2.0% NSR. The Company shall retain the right to purchase at any time from the optionors one quarter of the NSR (0.5%) for US$1,000,000 and a second quarter of the NSR (0.5%) for US$2,000,000 and 5,000,000 common shares.
The Taquetren Option Agreement was fully exercised on July 4, 2024.
Caballos ProjectOn June 26, 2024 (the "Caballos Effective Date"), as amended August 7, 2025, Fitzroy Minerals Caballos SpA ("Caballos Subco"), a wholly-owned subsidiary of the Company signed an option agreement (the "Caballos Option Agreement") with Inversiones y AsesorÃas Doce SpA (the "Caballos Optionor") in respect of the Company's acquisition (via Caballos Subco) of the Caballos Copper Project, located in the Valparaiso Region of Chile (the "Caballos Project").
Pursuant to the terms of the Caballos Option Agreement, in order to exercise the option (the "Caballos Option") to acquire the Caballos Project, Caballos Subco must complete the following conditions (collectively, the "Caballos Option Conditions"):
incur exploration expenditures of at least US$1,000,000 (incurred) by December 31, 2025 (the "Stage 1 Exploration Operations");
incur exploration expenditures of at least an additional US$4,000,000 within 36 months of the completion of the Stage 1 Exploration Operations ("Stage 2 Exploration Operations"); and
upon completion of the Stage 2 Exploration Operations, make a cash payment of US$2,000,000 to the Caballos Optionor.
Upon the exercise of the Caballos Option, Caballos Subco will also grant to the Caballos Optionor a 3.0% NSR on the Caballos Project, with a right for Caballos Subco to repurchase half (1.5%) of the NSR for a cash payment of US$7,500,000.
In connection with the Caballos Option Agreement, the Company entered into a finder's agreement (the "Caballos Finder's Agreement") with Marrad Limited (a corporation controlled by Mr. Merlin Marr-Johnson, the President, Chief Executive Officer and a director of the Company) (the "Finder"), pursuant to which:
on the completion of the Stage 1 Exploration Operations, the Company will (i) make a cash payment of
$65,000 in cash to the Finder; and (ii) issue to the Finder 241,379 common shares in the capital of the Company; and
on the completion of the remaining Caballos Option Conditions, the Company will issue to the Finder 931,034 common shares in the capital in the Company.
Exploration activities at the Caballos Project from April 2024 to December 2025, included extensive geological mapping, surface geochemistry, infrastructure development, and diamond drilling, as reported in news releases on July 29, 2024; January 21, 2025; February 10, 2025; March 27, 2025; May 8, 2025; July 16, 2025; September 29, 2025; and December 2, 2025. A summary of the work completed follows.
Geological Mapping and Surface Geochemistry
Geological mapping at 1:10 000 scale was completed across the project area at Caballos, with 2,232 geological field stations recorded. A total of 209 surface rock samples (221 including QA/QC blanks) were collected as primarily chip and channel samples, and analysed for multi-element ICP, fire assay gold, and base metals. Sampling focused on altered and mineralised zones; consequently, results are strongly anomalous. The average copper grade of surface samples was 0.31% Cu. A well-defined Cu-Mo geochemical anomaly was delineated over the Estero Chincolco hydrothermal breccia, measuring approximately 1,200 × 170 m: 28 samples averaged 0.84% Cu and 897 ppm Mo. Additional polymetallic vein systems, anomalous in Au, Ag, Zn, Pb, Cu, and Mo, were identified in the western part of the project.
NI 43-101 Technical Report
An independent NI 43-101 Technical Report consolidated all historical data from work conducted between 1994 and 2023 and incorporated results from Fitzroy's first two mapping campaigns. The Technical Report titled "National Instrument 43-101 Technical Report for the Caballos Copper Project" with an effective date of July 30, 2024 and an issuing date of August 21, 2024, was prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The author and qualified person (as defined in NI 43-101) for the Technical Report is Scott Jobin-Bevans, P.Geo., PhD, PMP. A copy of the Technical Report is available under the Company's profile on SEDAR+ at https://www.sedarplus.ca, and on the Company's website at https://www.fitzroyminerals.com.
Diamond Drilling Program
A total of 3,195 m of diamond drilling was completed across nine completed drill holes (plus several aborted drill holes). Drilling primarily targeted the Estero Chincolco hydrothermal breccia, with additional holes drilled at Cerro Las Mulas. Early drilling faced logistical, contractor, and weather challenges; productivity improved substantially after switching drilling contractors in September 2025. Drill holes in the Estero Chincolco breccia were spaced at approximately 200 metres. Drill hole CAB-DDH001 delivered the strongest results of the program: 200 m @ 0.46% Cu, 591 ppm Mo, 0.07 g/t Au (0.83% CuEq1) from 66 m; including 98 m @ 0.78% Cu, 1,071 ppm Mo, 0.12 g/t Au (1.45% CuEq1). Mineralization is associated with strong hydrothermal and tectonic brecciation, chalcopyrite-molybdenite mineralisation, and tourmaline-sericite alteration. Subsequent drilling demonstrated that mineralisation within the breccia is heterogeneous, with most drill holes returning lower average grades (generally 0.1-0.2% Cu and
~200 ppm Mo).
¹ CuEq calculated using assuming metal recovery metals of 85% for Cu, 85% for Mo, and 70% for Au. CuEq is calculated using the formula CuEq
% = 0.85 Cu % + (0.6808 * Au g/t) + (5.32 * Mo g/t /10,000) and three year trailing average prices for 2022, 2023 and 2024: Cu $3.99/lb, Au
$2,043/oz, Mo $21.37/lb.
Radiometric Dating
Re-Os (rhenium-osmium) dating of molybdenite from drill hole CAB-DDH001 returned an age of 45.7 ± 0.25 Ma (Middle Eocene, Lutetian). This age differs by ~20 Ma from a previous K-Ar age (25 Ma) obtained from Cerro Las Mulas, suggesting long-lived and multi-phase hydrothermal activity along the regional Pocuro Fault Zone.
Polimet ProjectOn May 10, 2024 (the "Polimet Effective Date"), as amended June 12, 2025, Fitzroy Minerals Polimet SpA ("Polimet Subco"), a wholly-owned subsidiary of the Company, signed an option agreement (the "Polimet Option Agreement") with Asesorias E Inversiones Sol SpA (the "Polimet Optionor") in respect of the Company's acquisition (via Polimet Subco) of the Polimet Copper Project, located in the Valparaiso Region of Chile (the "Polimet Project").
Pursuant to the terms of the Polimet Option Agreement, in order to exercise the option (the "Polimet Option") to acquire the Polimet Project, Polimet Subco must complete the following conditions (collectively, the "Polimet Option Conditions"):