NeXGold Mining : MDA (NEXG MDA December 31 2025)

About this update from Nexgold

TABLE OF CONTENTS DESCRIPTION OF THE BUSINESS 3 2025 HIGHLIGHTS 4 MANAGEMENT OUTLOOK FOR 2026 6 SUMMARY OF MINERAL EXPLORATION PROPERTIES 7 GOLDBORO PROJECT 7 GOLIATH COMPLEX, ONTARIO 12 OTHER EXPLORATION PROJECTS/PROPERTIES 18 Weebigee-Sandy Lake Joint Venture 18 Niblack Project 18 MINERAL PROPERTIES 18 SELECTED ANNUAL INFORMATION 19 SUMMARY OF QUARTERLY RESULTS 21 FINANCINGS 22 Sale of Royalty to SRSR 22 Sale of Royalty to Nebari Royalty I ULC 23 Extract Convertible Debt 23 Nebari Facility 24 Sale of Royalty to Appian 24 July 2024 Flow-Through Financing 24 November 2024 Flow-Through Financing 25 April 2025 Private Placement 25 October 2025 Private Placement and Flow-Through Financing 25 Appian LOI - Project Financing 25 FINANCIAL INSTRUMENTS AND RELATED RISKS . 26 Management of Capital 26 Financial Instruments Risk Exposure 26 Sensitivity Analysis 27 Fair Value Hierarchy 28 LIQUIDITY AND CAPITAL RESOURCES 28 SHARE CAPITAL 29 Warrants 30 Share-Based Compensation 30 TRENDS AND RISKS THAT HAVE AFFECTED THE COMPANY'S FINANCIAL CONDITION 31 OFF-BALANCE SHEET TRANSACTIONS 31 CONTINGENCIES AND COMMITMENT 31 RELATED PARTY TRANSACTIONS 32 Compensation of Key Management Personnel 33 DIVIDENDS 33 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 33 RISKS AND UNCERTAINTIES 33 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION 41 INTERNAL CONTROLS OVER FINANCIAL REPORTING 41 Disclosure Controls and Procedures 41 Internal Controls over Financial Reporting 41 Limitations of Controls and Procedures 42 NON-IFRS MEASURES 42 Working Capital 42 Cash Costs and Cash Costs Per Ounce 42 All-in Sustaining Costs ("AISC") and All-in Sustaining Cost Per Ounce 43 Free Cash Flow 43 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) 43 CORPORATE GOVERNANCE 43 ADDITIONAL INFORMATION 43 QUALIFIED PERSON AND TECHNICAL INFORMATION 43 CAUTIONARY STATEMENTS 44 Cautionary Statement Regarding Forward-Looking Information 44 Cautionary Note to United States Investors 44 This management's discussion and analysis ("MD&A") reflects the assessment by management of the activities, consolidated financial condition and consolidated results of the operations of NexGold Mining Corp. ("NexGold" or the "Company") for the year ended December 31, 2025. This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2025 and 2024 and the notes thereto (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. This MD&A should also be read in conjunction with the risk factors described in the "Risks and Uncertainties" section of this MD&A. Additional information, including the Financial Statements and press releases, have been filed through the System for Electronic Document Analysis and Retrieval Plus ("SEDAR+") and are available online under the Company's issuer profile at https://www.sedarplus.ca . All dollar figures in this MD&A are expressed in Canadian dollars, unless stated otherwise. References to CAD and US$ are to Canadian dollars and United States ("U.S.") dollars, respectively. This MD&A is dated March 26, 2026 and information contained herein is presented as of such date, unless otherwise indicated. The Company has included various references in this MD&A that constitute "specified financial measures" within the meaning of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators, including operating cash cost per ounce, all-in sustaining costs ("AISC") per ounce, and working capital. None of these specified measures is a standardized financial measure under IFRS Accounting Standards and these measures might not be comparable to similar financial measures disclosed by other issuers. intended to provide additional information to the reader and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. See " Non-IFRS Measures " in this MD&A. Further information about the Company and its operations is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca , on the OTCQX ® Best Market ("OTCQX") at www.otcmarkets.com and on the Company's website at www.nexgold.com . ‌DESCRIPTION OF THE BUSINESS NexGold is a Canadian public gold exploration and development company focused on advancing its two 100%-owned Canadian gold projects: the Goldboro Gold Project ("Goldboro Project") in Nova Scotia; and the Goliath Gold Complex (the "Goliath Complex") in Ontario, which includes the district-scale Goliath, Goldlund and Miller deposits. The Goldboro Project and the Goliath Complex both benefit from access to first-rate infrastructure-near Antigonish and Halifax, Nova Scotia for the Goldboro Project, and near Dryden and Sioux Lookout in northwestern Ontario within the Kenora Mining Division for the Goliath Complex. NexGold is advancing these projects through their respective permitting processes to advance construction and future mine production for open-pit gold mines and/or underground operations. The Company operates from its corporate headquarters in Toronto, Ontario, and project offices in Goldboro, Guysborough County, Nova Scotia (at the Goldboro Project site), Wabigoon, Ontario (at the Goliath Complex site) and St. John's, Newfoundland. Additional corporate information can be found on the Company's website at https://www.nexgold.com . The Company's issued and outstanding common shares ("Common Shares") are listed on the TSX Venture Exchange (the "TSXV") under the ticker symbol "NEXG". The Common Shares also trade on the OTCQX® Best Market under the symbol "NXGCF". On December 13, 2024, the Company completed a plan of arrangement under the Business Corporations Act (Ontario) with Signal Gold Inc. ("Signal Gold"), a mineral exploration company with a mineral property interest in the Goldboro Project (the "Signal Acquisition"). The Goldboro Project is a significant growth project subject to a positive Feasibility Study which has potential for further mineral resource expansion, particularly towards the west along strike and at depth (see the technical report entitled " NI 43-101 Technical Report and Feasibility Study for the Goldboro Gold Project, Eastern Goldfields District, Nova Scotia " dated January 11, 2022, with an effective date of December 16, 2021, for further details). The Company is focused on preparing an updated mineral resource estimate to form the basis for an updated Feasibility Study for the Goldboro Project, as well as continuing additional optimization work to demonstrate the potential scale of the Goldboro Deposit and the greater Goldboro Gold District. On August 2, 2022, the Goldboro Project received its environmental assessment approval from the Nova Scotia Minister of Environment and Climate Change, a significant regulatory milestone which enabled the Company to progress with other key permits including the Industrial Approval, Fisheries Act Authorization and Schedule II Amendment, and the Mining and Crown Land Leases, which were all received, and or granted, in 2025. The Goldboro Project has received all key federal and provincial permits required to advance towards construction and operations. In 2019, the Federal Minister of Environment released a Canadian Environmental Assessment Act (CEAA 2012) decision statement for the proposed Goliath Deposit project, which concluded that the project was unlikely to result in significant adverse effects to the environment. In February 2023, the Company completed an independent Prefeasibility Study (the "GGC PFS") for the Goliath Complex prepared in accordance with Canadian National Instrument 43-101 -Standards for Disclosure for Mineral Projects ("NI 43-101"). The technical report, entitled "Goliath Gold Complex -NI 43-101 Technical Report and Prefeasibility Study" and dated March 27, 2023 with an effective date of February 22, 2023 (the "GGC Technical Report"), was filed on March 27, 2023 under the Company's profile on SEDAR+ at https://www.sedarplus.ca . The GGC Technical Report is the current technical report for the Goliath Complex. In addition, the Company continues to explore areas of the Goliath Complex that present attractive near-mine targets. The Company continues to advance environmental monitoring programs, First Nation negotiations and community consultations to support mine permitting. The Company is currently carrying out internal optimization studies on the Goliath Complex. The Company requires equity capital and other financing to fund working capital and development activities, corporate overhead costs, exploration and other costs relating to the advancement of exploration and mining properties. The Company's ability to continue as an active mineral property developer and explorer is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. There is no assurance that financing efforts will be successful, sufficient or on terms acceptable to the Company, or if the Company will attain profitable levels of operation in the future. This MD&A contains "forward-looking" information that is subject to risk factors set out in a cautionary note contained herein (see " Cautionary Statements " in this MD&A). ‌2025 HIGHLIGHTS Permitting On May 22, 2025, the Company announced that the Crown Land Lease and License for the Goldboro Project was approved by Cabinet and was granted by the Government of Nova Scotia, an integral step towards the development of the Goldboro Project allowing the potential for infrastructure development on the lands for which it covers. The Crown Land Lease and License authorize the Company to build and operate an open pit mine with processing, tailings management, and related infrastructure. The Lease covers 779 hectares, with the License providing access to an additional 97 hectares of Crown land. On July 8, 2025, the Company announced that the Federal government of Canada has approved an amendment to Schedule 2 of the Metal and Diamond Mining Effluent Regulations ("MDMER") for the Goldboro Project. This amendment lists one geographic area encompassing seven water bodies located within the footprint of the Project's tailings management facility ("TMF") to Schedule 2 of the Regulations, thereby designating them as tailings impoundment areas. The MDMER requires NexGold to develop and implement a fish habitat compensation plan to offset the loss of fish habitat resulting from the development of the TMF. This plan had been completed previously and has been approved by Fisheries and Oceans Canada. On August 27, 2025, the Company announced that the Industrial Approval (IA) for the Goldboro Project had been granted by the Government of Nova Scotia. The IA is one of the last key Provincial permits required prior to the commencement of construction and future operations. On November 4, 2025, the Company announced it had received the Fisheries Act Authorizations (the "FAAs") for the construction and operation of the Goldboro Project from Fisheries and Oceans Canada. The FAAs are the final federal authorizations for the Goldboro Project, as well as the last key permits required to advance the project towards construction and operations. Corporate Activities On May 16, 2025, the Company announced a change of auditor from RSM Canada LLP to PricewaterhouseCoopers LLP. On August 27, 2025, the Company announced that Jeremy Wyeth (Chief Operating Officer) and Rachel Pineault (Executive Vice President, Governance and Corporate Affairs) had stepped down following an executive management restructuring. Brian Jackson was appointed Vice-President, Projects effective October 14, 2025, replacing Clinton Swemmer, who resigned from the role. Financings On April 9, 2025, the Company closed a $10 million brokered private placement financing led by National Bank Financial Inc. and included Red Cloud Securities Inc. as a co-manager (collectively, the "underwriters"). The underwriters purchased 13,889,000 units of the Company at a price of $0.72 per Unit for aggregate gross proceeds of $10,000,080. Each unit consisted of one Common Share and one Common Share purchase warrant. Each warrant is exercisable to acquire one Common Share for a period of 36 months at an exercise price of C$1.05. The underwriters were paid a cash commission equal to 6% of the gross proceeds, excluding proceeds from the sale of $500,000 worth of units to certain president's list purchasers, on which no commission was payable. See " Financings - April 2025 Private Placement " in this MD&A for additional details. On September 29, 2025, the Company, through its wholly-owned subsidiary Goldboro Gold Mines Inc., granted a 2.9% net smelter returns royalty (the "Appian Royalty") to Appian Capital Advisory Limited ("Appian") on the Goldboro Project in consideration for US$24 million. See " Financings - Sale of Royalty to Appian " in this MD&A for additional information. The Company used a portion of the proceeds from the Appian Royalty to retire a US$12 million credit facility held by Nebari I ULC ("Nebari") and exercised its buyback on the 0.6% net smelter return royalty held by Nebari. Subsequent to this transaction, the Company did not hold any material debt with third parties. See " Financings -Nebari Facility " in this MD&A for additional information. On September 25, 2025, the Company announced that it had signed a non-binding letter of intent with Appian for a senior secured credit facility of up to US$175 million from certain funds advised by Appian for the development and construction of the Goldboro Project. See " Financings - Appian LOI - Project Financing " in this MD&A for additional information. On October 31, 2025, the Company closed a bought deal private placement pursuant to which it issued 69,445,000 units of the Company (the "Units") at a price of $1.44 per Unit for aggregate gross proceeds of $100,000,800, and 7,944,000 flow-through shares (the "FT Shares") at a price of $1.58 per FT Share for aggregate gross proceeds of $12,551,520 (together, the "Offering"). Each Unit consisted of one Common Share and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one Common Share until October 31, 2027 at an exercise price of $1.92. At any time following January 31, 2027, if the closing price of the Common Shares on the TSXV exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 days after the date of such notice. The Offering was led by National Bank Financial Inc. and included BMO Capital Markets and Red Cloud Securities Inc. The underwriters were paid a cash commission equal to 5.0% of the gross proceeds of the offering, excluding proceeds from the sale of $10,000,000 worth of units to certain president's list purchasers, on which 2.5% commission was payable. See " Financings - October 2025 Private Placement " in this MD&A for additional information. Exploration Highlights The Company announced on January 22, 2025 an inaugural 25,000-metre diamond drill program and plans to update the mineral resource estimate at the Goldboro Project. The drill program was primarily designed to infill specific areas of the open pit mineral resource identified to improve geological and grade continuity and potentially upgrade certain areas of Inferred and Indicated Mineral Resources. Information gathered from the drill program will support a planned update to the Goldboro mineral resource estimate which will also include drilling completed in 2023 and 2024 at the western extension of the Goldboro Deposit. On January 30, 2025, the Company commenced Phase 2 of diamond drilling at the Goliath Complex (up to 13,000 metres), a continuation of the multi-phased 25,000-metre diamond drill program announced on August 7, 2024 that, to date, has included drilling at Interlakes, C Zone and Far East. On March 13, 2025, the Company announced potential positive Goliath Complex project optimization, including a proposed reduction in the overall development footprint of the project relative to the GGC PFS, improved project sustainability (reduction and minimization of effluent discharge and possible reduction in the overall construction requirements for the project with the potential to reduce initial and sustaining capital costs. Further work is underway to confirm and refine the potential optimizations

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