3rd Quarter Report - Sep 30, 2025 MDA

This Management's Discussion and Analysis of Gold Terra Resource Corp. ("Gold Terra" or the "Company") ("MD&A") provides analysis of the Company's financial results for the nine months ended September 30, 2025 and should be read in conjunction with the accompanying unaudited consolidated financial statements and notes thereto for the nine months ended September 30, 2025, and with audited consolidated financial statements and notes thereto for the year ended December 31, 2024, all of which are available at https://www.sedarplus.ca. This MD&A is based on information available as at November 24, 2025.

The accompanying unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2025 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34") using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in Canadian dollars, unless otherwise stated.

Certain statements made may constitute forward-looking statements. Such statements involve a number of known and unknown risks, uncertainties and other factors. Actual results, performance and achievements may be materially different from those expressed or implied by these forward-looking statements. Additional information about the Company is available at https://www.sedarplus.ca.

The Company was incorporated on August 1, 2007 pursuant to the provisions of the Business Corporations Act (British Columbia) under the name of TerraX Resource Corp. On March 31, 2008, the Company amended its notice of articles to change its name to TerraX Minerals Inc. and on February 14, 2020, the Company further amended its notice of articles to change its name to Gold Terra Resource Corp. The Company has one wholly-owned subsidiary, Gold Matter Corporation ("Gold Matter") which was incorporated under the Business Corporations Act (Ontario). The Company trades on the TSX Venture Exchange ("TSX-V") under the symbol of "YGT" and OTCQB Market under the symbol "YGTFF".

Gold Terra recognizes environmental, social and governance ("ESG") best practices as key components to a responsible mineral exploration and mining sector. The Company's exploration programs are conducted to comply with environmental regulations, while respecting the communities and environments in which it operates. Gold Terra strives to earn its social license wherever it is active, and meets regularly with local communities, regulators and other stakeholders before, and during, exploration work to understand issues important to local and Indigenous communities. Gold Terra's approach is based on transparency, open communication, inclusivity and respect, to better enable social and economic benefits for the communities and create value for investors.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that may be deemed "forward-looking statements". All statements in this document, other than statements of historical fact, which address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "interprets" and similar expressions, or events or conditions that "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding future exploration programs, joint venture partner participation, liquidity and effects of accounting policy changes.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploration success, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Readers are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates, opinions or other factors should change except as required by law.

These statements are based on a number of assumptions including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the transactions described herein, the ability of the Company and other relevant parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for the Company's proposed transactions and exploration and development programs on reasonable terms and the ability of third-party service providers to deliver services in a timely manner. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

EXPLORATION PROPERTIES

Gold Terra holds a portfolio of gold exploration assets in the well-established mining jurisdictions of the Northwest Territories and New Brunswick. Both areas have substantial exploration upside with a history of high-grade gold results, along with the advantage of existing supporting infrastructure in place. The most advanced of these assets is the Con Mine Option Property (as defined below), which is adjacent to the city of Yellowknife, Northwest Territories. Gold Terra reported an initial Mineral Resource estimate ("MRE") of 109,000 gold ounces in the Indicated category and 432,000 gold ounces in the Inferred category on the Con Mine Option Property in September 2022. The Yellowknife project ("YP") is contiguous to the Con Mine Option Property and has an Inferred Mineral Resource of 1.2 million gold ounces ("Moz") (March 2021).

The Company's focus is on high-grade gold targets on its 836 square kilometre land position along the prolific Campbell Shear ("CS") structure which has yielded more than 14 Moz of gold at grades above 15 grams per tonne ("g/t") from the former Giant and Con mines. The Con Mine Option Property, from which the historic Con Mine produced more than 6.1 Moz averaging 16 to 20 g/t gold, has added a key piece of ground to the Company's YP land holding with potential to add high-grade gold resources.

The Company also holds the Mulligan gold project in New Brunswick which has yielded high-grade sampling results and was acquired in 2019 as part of the acquisition of Gold Matter.

On September 7, 2022, the Company announced the initial MRE on the Con Mine Option Property, which is under the Con Mine Option Agreement (as defined below) from the subsidiaries of Newmont Corporation ("Newmont") and acquirable by the Company upon fulfilment of certain conditions set out in the option agreement (the "Con Mine Option Agreement") and located adjacent to the Company's 100% owned YP in the Northwest Territories.

The Con Mine Option Property initial MRE (effective date of September 2, 2022) is comprised of:

• Underground Indicated Mineral Resource of 0.45 million tonnes ("Mt") averaging 7.55 g/t for 109,000 ounces of contained gold; and

• Underground Inferred Mineral Resource of 2.0 Mt averaging 6.74 g/t for 432,000 ounces of contained gold.

• The Company's October 2022 MRE was based on a 3.50 g/t cut-off grade and a gold price of US$1,750 per ounce of gold).The Con Mine Option Property MRE has been estimated at a range of cut-off grades and are presented below (Table 14-11 in the Oct. 21, 2022 Technical Report) to demonstrate the sensitivity of the MRE to cut-off grades. . It may be possible to use a lower cutoff grade, such as 2.5 g/t for underground mining at the current gold price, and the Company believes this potential will be tested in the planned exploration drilling at Yellorex and Yellorex North, and in-fill drilling to raise the confidence level of a future MRE.

  Con Mine Option Property Mineral Resource at Various Gold Cut-off Grades

  Gold Deposits: Yellorex Main & North and Kam Point
  Cut-off Grade (g/t Au)	Tonnes	Grade (Au g/t)	Contained Gold Ounces
  Indicated
  2.0	821,000	5.34	141,000
  2.5	673,000	6.02	130,000
  3.0	550,000	6.75	120,000
  3.5	449,000	7.55	109,000
  4.0	377,000	8.27	100,000
  5.0	273,000	9.73	85,000
  Inferred
  2.0	5,310,000	4.08	697,000
  2.5	3,336,000	5.18	556,000
  3.0	2,501,000	6.01	483,000
  3.5	1,992,000	6.74	432,000
  4.0	1,720,000	7.20	398,000
  5.0	1,385,000	7.86	350,000

  In addition, the Company has an Inferred Mineral resource of 1.2 Moz of gold on the adjacent YP (effective date of March 14, 2021) which consists of:

• A pit-constrained Inferred Mineral resource of 21.8 Mt averaging 1.25 g/t Au for 876,000 ounces of contained gold; and

• An underground Inferred Mineral resource of 2.55 Mt averaging 4.04 g/t Au for 331,000 ounces of contained gold.

  This extensive land package is close to the City of Yellowknife with all its extensive existing infrastructure.

  The details on the initial MRE on the Con Mine Option Property can be viewed on the Company's news release of September 7, 2022and the Technical Report titled "Initial Mineral Resource Estimate for the Con Mine Option Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" dated October 21, 2022 with an effective date of September 2, 2022, by Allan Armitage (Qualified Person) from

  SGS Geological Services. The Technical Report is available on the Company's web site at https://www.goldterracorp.com and can be accessed on SEDAR+ at https://www.sedarplus.ca.

  This initial MRE incorporates a total of 41 diamond drill holes totalling 21,019 metres, completed by Gold Terra from September 2020 to June 2022 and all existing historic holes drilled before 2003, as interpreted by Gold Terra. The MRE includes three gold deposits - Yellorex Main, Yellorex North, and Kam Point. The Yellorex Indicated Mineral Resource was drilled on 25 to 50-metre spacing, from surface to 300 metres, and remains open at depth.

  This initial MRE on the Con Mine Option Property demonstrates the success and progress of Gold Terra's recent drilling programs toward satisfying the minimum 1.5 Moz of gold requirement in all resource categories, under the Con Mine Option Agreement with subsidiaries of Newmont.

  Con Mine Option Agreement Highlights:

• The initial exploration agreement with Newmont announced on September 8, 2020 was replaced and superseded by the November 22, 2021 option agreement to include all (100%) of MNML and the Con Mine property.

• On September 9, 2024, the Company announced it had extended its four (4) year Con Mine Option Agreement with Newmont FN and MNML, both wholly owned subsidiaries of Newmont, to a six (6) year agreement until November 21, 2027, which grants Gold Terra the option, upon meeting certain minimum requirements, to purchase MNML from Newmont FN (the "Transaction"), which includes 100% of all the assets, mineral leases, Crown mineral claims, and surface rights comprising the Con Mine, remaining infrastructures and equipment, as well as the areas immediately adjacent to the Con Mine.

• On March 10, 2025, Newmont FN provided an acknowledgement that the Company had satisfied the requirement to incur an aggregate minimum amount of $8 million in Qualifying Expenditures in Exploration Work on the Con Mine Option Property.

• Gold Terra has completed 34,949 metres of drilling with a total spend of approximately $13.6 million as of end of 2024.

• Gold Terra has also agreed to:

  • Complete a prefeasibility study with a minimum of 1.5 Moz in all mineral resource categories;

  • Obtain all necessary regulatory approvals for the purchase and transfer of MNML's assets and liabilities to Gold Terra; and

  • Post a cash bond to reflect the status of the Con mine reclamation plan at the time when the option is exercised.

    The closing of the Con Mine Option Property will then be completed with Gold Terra making a final cash payment of $8 million.

    Newmont will retain a 2% net smelter return ("NSR") royalty on minerals produced from the Con Mine Option Property. The NSR may be reduced by 50% by the Company paying Newmont the sum of $10 million, for a period of two years following the announcement of commercial production.

    After Gold Terra exercises its option, Newmont will have a period of two years to exercise its one time backin right of a 51% participating interest in MNML and the Con Mine Option Property, which can be triggered by Gold Terra delineating a minimum of 5 Moz of gold in the Measured and Indicated Mineral Resource categories supported by a National Instrument 43-101 Technical Report. To be eligible to exercise the backin right, Newmont will:

• Reimburse Gold Terra three times (3x) the amount of all of the expenditures incurred on the Con Mine Option Property from September 4, 2020;

• Refund to Gold Terra the $8 million cash payment;

• Payment of US$30 per ounce of gold for 51% of the total ounces reported in the Technical Report; and

• Assume 51% of the environmental liability and its share of the posted bond.

If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.

The Con Mine Option Property has added to the Company's large land holdings a key piece of ground with excellent potential along the CS to add high-grade gold resources. Drilling by Gold Terra has expanded the Yellorex Zone with high-grade gold assays such as the best intercept to date in hole GTCM21-014 with

5.22 g/t Au over 17.86 metres, including 11.21 g/t Au over 4.57 metres (also see "Exploration Overview -Con Mine Option Property" below for the 2022 drilling program). The Con Mine Option Property provides access to multiple additional zones with historic high-grade assays such as hole Y88 with 13.9 g/t Au over

5.27 metres, which remain untested in all directions at approximately 900 metres below surface.

The Con Mine Option Property includes the following hard assets, which will provide future infrastructure cost savings and efficiencies: multiple existing underground access openings including the original C-1 shaft opening, and the deep Robertson shaft (1,950 metres) with a 2,000-ton-per-day capacity for future underground exploration and mining, valued for time saving and investment saving; surface infrastructure including a large 10,000-square-foot warehouse and dry storage; surface vehicles; and a modern $20million water treatment plant built in 2015. The Con mine reclamation is near completion.

Since the signing of the November 2021 option agreement, the Company's primary commitment is to outline a Mineral Resource of 1.5 Moz of gold in all categories. The first focus was to explore the CS south of the former Con mine over a 2-kilometre strike length. The Company's drilling in 2021 and 2022 has outlined a Mineral Resource near surface (see September 2022 MRE). In April 2023, the Company initiated a deeper drilling program below the existing Con mine underground workings, where there is very good potential to add ounces close to the Robertson shaft infrastructure. The Company's strategy is to continue its drilling programs with the objective of increasing the initial high-grade gold Mineral Resource and ultimately advance toward an economic assessment and feasibility study. The Con Mine Option Property adds more than 20 square kilometres to Gold Terra's land position in the Yellowknife gold belt to consolidate this exceptional district-size holdings now totalling 836 square kilometres.

The Con Mine produced more than 6.1 Moz averaging 16 to 20 g/t gold from 1938 to 2003. Gold production at the Con mine started in 1938 after the discovery of a large group of veins associated with a wide shear zone. The mine was owned and operated by Cominco Ltd. from 1939 to 1986. The CS was discovered in 1946 by Neil Campbell and brought into production in 1956, and all production after 1963 came from this very rich zone. In 1977, the Robertson shaft was sunk to access new reserves to a depth of 6,400 feet (1,950 metres) or more. In 1986, Cominco sold the Con mine to Nerco Minerals Co. Ltd., which subsequently modernized the underground operation with mechanized machinery. In 1993, Nerco sold the mine to MNML, which continued production and then closed the operation in 2003 at a time when the price of gold was at around US$370 per ounce, which was too low and not profitable to continue production. As such, historic unmined reserves remain in the mine property along with other unexplored high-potential areas.

EXPLORATION OVERVIEW - CON MINE OPTION PROPERTY

On April 25, 2023, the Company announced the start of a deep drilling program to test gold mineralization below the Con mine underground workings with the primary target on the CS where geological modelling indicates high potential for finding additional ounces.

The first hole, GTCM23-055, completed in November 2023, initially intersected 22.5 metres of the Con Shear deposit starting at 858 metres. Assay results included 1.06 g/t Au over 6.4 metres and 1.5 g/t Au over 4.5 metres, including 4.03 g/t Au over 0.5 metre. The Con Shear was mined from 1938 until the 1960's with the C1 shaft to a depth of 800 metres and produced approximately 1 Moz at 20 g/t Au. Hole GTCM23-055 demonstrated that the Con Shear deposit is not cut-off by a granite intrusive and it remains open at depth and in all directions, therefore warranting further drilling to assess its excellent potential to add ounces on the Con Mine Option Property.

In addition, Hole GTCM23-055 successfully intersected the CS from 2,075 to 2,137.5 metres for a total of

62.5 metres. The best interval within the CS was 2.93 g/t Au over 8.2 metres from 2,115.8 to 2,124.0 metres,

including a high-grade interval of 12.93 g/t Au over 1.7 metres (2,115.8-2,117.5 metres) and including 30.0 g/t Au over 0.5 metre (2,117.0-2,117.5 metres). This intersection demonstrates the continuity of this major structure below the deepest mining operations with the presence of a substantial shear structure with impressive widths.

In January 2024, the Company started a wedge hole, GTCM23-055A, off from master hole GTCM23-055, at a downhole depth of 1,641 metres with the aim of intersecting the CS structure at the same depth as the parent hole but 75 metres to the north. The wedge hole entered the CS structure at 2,058 metres down hole but was abandoned at 2,105.5 meters due to a drilling operator error.

As a result, the Company started a second deep hole, GTCM24-056 to intersect the CS below hole GTCM24-055 and at approximately 600 metres below the Robertson shaft (depth of 1,900 metres). On April 17, 2024, drill hole assays were reported on the new gold mineralization ranging up to 13.90 g/t Au over 0.60 metres in the hanging wall granite of the Con Shear. The hole intersected the Con Shear structure from 1,366 to 1,405 metres from surface with anomalous gold assays up to 0.6 g/t Au over 0.6 metres. On July 29, 2024, the Company announced that hole GTCM24-056 was stopped at a downhole depth of 3,002 metres. The CS was not intersected indicating the steepening of the CS structure at depth.

On January 10, 2025, the Company announced the start of its 2025 wedge hole drilling program (Phase 2) to continue targeting the CS from master hole GTCM24-056. On April 25, 2025, the Company reported that the first wedge hole GTCM25-056A, had intersected the CS from approximately 2,665 to 2,707 metres downhole (vertical depth of 2,560 metres below surface) and on May 26, 2025, the Company reported that wedge hole GTCM25-056A intersected anomalous gold in the CS from 2,680.5 to 2,703.5 metres downhole depth. Wedge hole GTCM25-056A was stopped at 2,837 metres downhole in volcanic rocks. The results confirmed the existence of the CS more than 600 metres below the mine. The CS intersection is gold and silver anomalous (up to 0.5 g/t Au and 12.6 g/t Ag), which the Company views as comparable to historical low-grade intersections in the mine that were outside the previous mined high-grade shoots. In addition, higher-grade gold values (7.81 g/t Au over 0.5 metres) were intersected in the footwall of the CS within brecciated pyrite-pyrrhotite quartz veins, identical to the lowest levels of the mine.

The deep drilling program has successfully confirmed the continuity of the CS to a vertical depth of 2,580 metres below surface and shown the potential to outline a significant mineral resource below the Robertson shaft.

Despite the gold price having reached above US$4,000 per ounce and a positive long-term outlook for gold, it has been challenging and difficult to raise capital for junior exploration companies. Following the initial exploration success of the CS at depth, the Company has decided to pause the more costly deep drilling program and focus on CS near-surface drill targets, mainly on the Con Mine Option Property. The objective of the 2025-26 exploration drilling program strategy is to potentially add additional ounces to the current MRE.

For the 2026 drill program, the Company is planning a drilling program targeting the past producing CS in the Yellorex Trend south of the historic Con Mine. The Yellorex Trend drilling targets are where the Company has outlined an initial MRE in 2022, and where there is potential for additional ounces to be added between surface and 700 metres depth. The Yellorex Trend drilling targets include: the Yellorex Main Zone with holes already drilled on 30-50 metre spacing in 2021-2022 that account for more than 65% of the 2022 MRE; Yellorex North, which was drilled in 2023, and was not included in the Company's 2022 MRE; and C17 and the 3100' level-part of the CS south of the main mine workings, drilled historically from the 2300' and 3100' levels with some historic untested assays reported in the CS. Following completion of this 2025-26 drilling program and pending the results, the Company anticipates updating its 2022 MRE followed by a preliminary economic assessment.

EXPLORATION OVERVIEW - YP

The YP lies within the prolific Yellowknife greenstone belt and covers the northern and southern extensions of the shear system that hosts the former high-grade Con mine (6.1 Moz produced) and Giant mine (8.1 Moz produced) for a total of 14 Moz of gold produced. The project area contains numerous gold showings and multiple shear structures which are the recognized hosts for high-grade gold deposits in the Yellowknife gold district. Being all-season road accessible and all within 10 to 40 kilometres of Yellowknife, the YP is close to vital infrastructure, including transportation, service providers, hydro-electric power and skilled

trades people.

The YP holds significant potential for additional future exploration. A regional map below shows the YP in yellow, contiguous to the Con Mine Option Property and adjacent to the City of Yellowknife.

EXPLORATION EXPENDITURES

During the nine months ended September 30, 2025, the Company incurred $2,245,494 in exploration expenditures, with $2,134,958 spent on the Con Mine Option Property. The main components of the exploration expenditures were as follows:

Yellowknife Project (YP)

The technical information contained in this MD&A has been reviewed and approved by Joseph Campbell, Senior Technical Advisor to the Company, a Qualified Person as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects".

CORPORATE OVERVIEW

On January 17, 2025, the Company granted stock options to its directors, officers, employees and consultants to purchase up to an aggregate 2,000,000 common shares. The options are exercisable at a price of $0.10 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following.

On October 6, 2025, the Company granted stock options to a consultant to purchase 200,000 common shares. The options are exercisable at a price of $0.145 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following.

On January 10, 2025, the Company issued 1,625,000 common shares to settle outstanding debt for

$89,365.

On April 11, 2025, the Company closed the first tranche and on May 12, 2025, the Company closed the second and final tranche of a non-brokered financing for total gross proceeds of $2,400,000. The Company issued 20,000,000 common shares at a price of $0.05 per share for gross proceeds of $1,000,000 and

20,000,000 charitable flow-through ("CFT") common shares at a price of $0.07 per CFT share for gross proceeds of $1,400,000. The Company paid a total of $34,320 to certain finders for the two tranches of the financing. Share issuance costs of $14,526 were incurred with respect to this private placement.

OR Royalties Inc. has elected to early exercise the first tranche of its royalty option for a 2% NSR on Gold Terra's YP in exchange for a cash payment of $2,000,000, subject to the Company completing at least a

$2,000,000 financing.

In August 2025, the Company received a grant of $218,924 from the government of Northwest Territories to help fund the exploration program for this current year.

On November 17, 2025, the Company announced a private placement of $7,000,000, consisting of 15 million common shares at an issue price of $0.10 per share for gross proceeds of $1,500,000, 35 million CFT shares at an issue price of $0.14 per CFT share for gross proceeds of $4,900,000 and 5 million FT common shares at an issue price of $0.12 per FT share for gross proceeds of $600,000 with some existing shareholders and insiders.

Finders' fees totalling $28,000 will be paid to certain finders upon closing. The offering is non-brokered with no warrants, and the offering is expected to be closed on or around Nov. 28, 2025, and is subject to certain conditions, including the acceptance of the TSX Venture Exchange. All securities are subject to a four-month hold period from the date of closing.

Flow-through ("FT") Shares require the Company to incur an amount equivalent to the proceeds of the issued FT Shares on Canadian qualifying exploration expenditures. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not incurred the required exploration expenditures. Under the IFRS framework, the increase to share capital when FT Shares are issued is measured based on the current market price of the common shares. The incremental proceeds, or "premium", are recorded as a flow-through liability.

During the year ended December 31, 2024, the Company received $1,314,000 from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $354,000. The Company incurred and renounced eligible expenditures of $13,729 during the year ended December 31, 2024 and another $1,300,271 during the nine months ended September 30, 2025. These expenditures will not be available to the Company for future deduction from taxable income.

Under the IFRS framework, the increase to share capital when flow-through shares are issued is measured based on the current market price of common shares. The incremental proceeds, or "premium", are recorded as deferred income. As at September 30, 2025, the Company had no remaining qualifying expenditure commitment from the proceeds of flow-through shares issued on December 16, 2024.

During the nine months ended September 30, 2025, the Company received $1,400,000 from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $350,000. The Company incurred and renounced eligible expenditures of $829,411 during the nine months ended September 30, 2025. These expenditures will not be available to the Company for future deduction from taxable income.

CURRENT ECONOMIC CONDITIONS

The ongoing global economic weakness made for volatile capital markets characterized by weaker equity prices for mineral exploration companies and an environment in which limited opportunities exist to raise additional capital. While the gold prices are at a record high, this has not translated in better capital market yet for the Company. The management of the Company remains cautious and will continue to take the necessary precautions to maintain its cash reserves. The Company has commitments in the future (in 2025 and beyond) on its mineral properties and the Company may be forced to abandon and write-off one or more of these properties if the Company does not have the means to meet these commitments or does not feel it is fiscally prudent to do so.

The Company continues to evaluate financing windows or opportunities in the future while reviewing its mineral property commitments as well as its working capital position on an ongoing basis. While management does not believe that the abandonment of any of the Company's mineral properties is required at this time, management may elect to abandon properties when obligations become due if deemed necessary in order to maintain the long-term viability of the Company.

RESULTS OF OPERATIONS

Results of Operations - Three months ended September 30, 2025 compared to three months ended September 30, 2024

Operating expenses for the three months ended September 30, 2025 (the "current period") totaled $551,937 as compared to $350,536 incurred during the three months ended September 30, 2024 (the "comparative period"). The variances in expenditures were due to comparing three months for the current period against three months for the comparative period as well as for the following reasons:

Consulting fees increased to $15,951 during the current period from $2,750 incurred during the comparative period as more external consulting expenditure was incurred during the current period.

Transfer agent, filing fees and shareholder communications expenses increased to $293,783 during the current period from $104,491 incurred during the comparative period due to an increase in marketing activities.

Travel and related expenses decreased to $40,389 during the current period from $52,863 incurred during the comparative period due to a decrease of travel to in-person conferences and road shows.

The Company recorded $25,559 for flow-through share premium reversal during the current period compared to $Nil during the comparative period as a result of the timing of the exploration expenditures incurred and the date of such flow-through financings during each of the fiscal periods.

The Company also recorded $142,429 deferred income tax recovery during the current period compared to $87,871 deferred income tax recovery during the comparative period.

As a result of the foregoing, the Company recorded a comprehensive loss for the current period of $383,949 as compared to a loss of $262,665 incurred during the comparative period.

Results of Operations - Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Operating expenses for the nine months ended September 30, 2025 (the "current period") totaled

$1,645,852 as compared to $1,288,225 incurred during the nine months ended September 30, 2024 (the "comparative period"). The variances in expenditures were for the following reasons:

Consulting fees increased to $132,187 during the current period from $8,745 incurred during the comparative period as more external consulting expenditure was incurred during the current period.

Transfer agent, filing fees and shareholder communications expenses increased to $733,626 during the current period from $444,605 incurred during the comparative period due to an increase in marketing activities and activities associated with the 2025 April private placement.

Travel and related expenses decreased to $120,475 during the current period from $160,536 incurred during the comparative period due to a decrease of travel to in-person conferences and road shows.

The Company recorded $Nil fair value loss on marketable securities during the current period compared to

$127,939 during the comparative period; and $Nil loss on sale of marketable securities during the current period compared to $31,584 as a result of respectively the fair value change and the sale of the Midas' shares from the option arrangement regarding the Quyta-Bell and Eastbelt Properties.

The Company recorded $557,654 for flow-through share premium reversal during the current period compared to $130,272 during the comparative period as a result of the timing of the exploration expenditures incurred and the date of such flow-through financings during each of the fiscal periods.

The Company also recorded $58,258 deferred income tax expense during the current period compared to

$73,000 deferred income tax recovery during the comparative period.

As a result of the foregoing, the Company recorded a comprehensive loss for the current period of

$1,146,456 as compared to a loss of $1,244,476 incurred during the comparative period.

The loss for the three months ending March 31, 2024 decreased to $490,371 from the loss of $535,040 during the three months ending December 31, 2023, primarily due to less salaries, shareholder communication expenses and travel expenses spent.

The loss for the three months ending June 30, 2024 increased to $491,440 from the loss of $490,371 during the three months ending March 31, 2024, primarily due to larger reversal of flow-through share premium in the previous quarter.

The loss for the three months ending September 30, 2024 decreased to $262,665 from the loss of $491,440 during the three months ending June 30, 2024, primarily due to a decrease in operating expenses to conserve cash.

The loss for the three months ending December 31, 2024 increased to $352,443 from the loss of $262,665 during the three months ending September 30, 2024, primarily due to an increase in marketing and financing activities.

The loss for the three months ending March 31, 2025 decreased to $305,790 from the loss of $352,443 during the three months ending December 31, 2024, primarily due to less travel expenses spent.

The loss for the three months ending June 30, 2025 increased to $456,717 from the loss of $305,790 during the three months ending March 31, 2025, primarily due to less flow-through share premium reversal.

The loss for the three months ending September 30, 2025 decreased to $383,949 from the loss of $456,717 during the three months ending June 30, 2025, primarily due to deferred income tax recovery.

Gold Terra is in the exploration stage and therefore has no regular cash flow. As of September 30, 2025, the Company had working capital of $1,731,125, excluding the deferred premium on flow-through shares of $142,647 (December 31, 2024 - working capital of $1,024,841 excluding the deferred premium on flow-through shares of $350,301), and inclusive of cash and cash equivalents of $1,843,391 (December 31, 2024 - $1,359,296).

At September 30, 2025, the Company had current assets of $1,930,806, total assets of $54,263,582 and total liabilities of $937,478, inclusive of the deferred premium on flow-through shares of $142,647 and deferred income tax liability of $595,150. The Company has no other long-term debt. There are no regular trends in the Company's liquidity or capital resources.

The principal assets of the Company are its mineral exploration properties, amounting to $52,177,356 as at September 30, 2025.

The increase in cash and cash equivalents during the nine months ended September 30, 2025 of $484,095 was due to cash used for investing activities of $300,090 and cash used in operating activities of

$1,566,969, while being offset by cash provided by financing activities of $2,351,154.

The development of the Company in the future will depend on the Company's ability to obtain additional financings. In the past, the Company has relied on the sale of equity securities to meet its expenditure

requirements. Future expenditures, in excess of funds on hand, will depend on the Company's ability to obtain financing through joint venturing of projects, debt financing, equity financing or other means. There can be no assurances that the Company will be successful in obtaining any such financing or in joint venturing its property and failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of the Company's properties.

The Company has no commitments for capital expenditures other than optional expenditures to earn property interests.

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company's properties has a known commercial ore deposit. Other risks facing the Company include competition for mineral properties, environmental and insurance risks, fluctuations in metal prices, fluctuations in exchange rates, share price volatility and uncertainty of additional financing.

The Company is in the exploration stage and has no revenue or income from operations. The Company has limited capital resources and has to rely upon the sale of equity and/or debt securities for cash required for exploration and development purposes, for acquisitions and to fund the administration of the Company. Since the Company does not expect to generate any revenues from operations in the near future, it must continue to rely upon the sales of its equity or debt securities or joint venture agreements to raise capital. It follows that there can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any particular time or for any period and that such financing can be obtained on terms satisfactory to the Company.

The Company's audited consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to obtain the necessary financing to meet its ongoing commitments and further its mineral exploration programs.

The Company may encounter difficulty sourcing future financing in light of the recent economic downturn. The current financial equity market conditions and the inhospitable funding environment make it difficult to raise capital through the private placements of shares. The junior resource industry has been severely affected by the world economic situation and the effects of other global events such as widespread pandemics as it is considered speculative and high-risk in nature, making it even more difficult to fund.

While the Company is using its best efforts to achieve its business plans by examining various financing alternatives, there is no assurance that the Company will be successful with any financing ventures.

Related Party Balances

As at September 30, 2025, $21,589 (December 31, 2024 - $116,826) was due to directors of the Company or to companies controlled by officers of the Company and recorded in trade payables and accrued liabilities (see table below). These amounts are unsecured and non-interest bearing with no fixed terms of repayment.

Key Management Compensation

The Company's related parties include key management. Key management includes executive directors and non-executive directors. The remuneration to key management of the Company and the payments to companies controlled by officers of the Company as defined above were as follows:

Amounts Incurred During Due to Related Parties

Nine months ended As at As at

During the nine months ended September 30, 2025:

(a) The Company incurred $110,000 (2024 - $90,000) in professional fees to a company controlled by the Chief Financial Officer of the Company.

The Company is exposed in varying degrees to a variety of financial risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts and its receivables. The majority of cash is deposited in bank accounts held with major banks in Canada. As most of the Company's cash is held by two banks there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company's receivables are mostly tax receivables from the government. The risk related to receivables is assessed low.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is, therefore, assessed as high.

Foreign exchange risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and other foreign currencies will affect the Company's operations and financial results. The Company operates in Canada and is, therefore, not exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has positive cash balances at September 30, 2025 and no interest bearing debt, therefore, interest rate risk is nominal.

Capital management

The Company's policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of equity, comprising share capital, net of accumulated deficit.

There were no changes in the Company's approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

Financial assets included in the statement of financial position are as follows:

Financial liabilities included in the statement of financial position are as follows:

The fair value of the Company's financial assets and liabilities approximates the carrying amount.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 - Inputs that are not based on observable market data.

The following is an analysis of the Company's financial assets measured at fair value as at September 30, 2025 and December 31, 2024:

Cash

$ 1,843,391 $

- $ -

Cash

$ 1,359,296 $

- $ -

The Company is not aware of any contingencies or pending legal proceedings as of the date of this MD&A.

The Company has no off-balance sheet arrangements.

The Company had 413,697,484 common shares issued and outstanding as of the date of this MD&A. In addition, there were 9,106,250 incentive stock options outstanding as of the date of this MD&A.