MD & A- Year End 2025

(Form 51-102F1)

This Management Discussion and Analysis ("MD&A") of Peloton Minerals Corporation (the "Company") is provided for the purpose of reviewing the fiscal year ended December 31, 2025 and comparing results to the previous fiscal year. The MD&A was prepared as of April 29, 2026 and should be read in conjunction with the Company's audited consolidated financial statements and corresponding notes for the years ended December 31, 2025 and 2024. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards appropriate in the circumstances. All monetary amounts are expressed in United States dollars unless otherwise indicated.

Additional information related to the Company is available for view on SEDAR+ at www.sedarplus.ca and at the Company's website located at www.pelotonminerals.com.

DESCRIPTION OF THE BUSINESS

The Company is a mineral exploration company focused on the acquisition and exploration of mineral resource properties, including lithium, uranium, rare earth minerals, gold and copper in the states of Nevada and Montana, USA.

Peloton's exploration portfolio includes a 100% interest in the North Elko Lithium Project (NELP) located in northeastern Nevada and immediately adjacent to the major lithium discovery by Surge Battery Metals Inc. in 2023. NELP is prospective for lithium, uranium and other critical elements and is comprised of 642 mineral claims covering approximately 53 square kilometers or 20 square miles.

The Company also owns a 100% interest in the Golden Trail and Independence Valley carlin style gold prospects in northeastern Nevada, and a non-controlling interest in the Boulder Copper Porphyry Project near Butte, Montana.

The Company is a reporting issuer in the Provinces of British Columbia and Ontario and its common shares trade on the Canadian Securities Exchange ("CSE") under the symbol PMC, and on the OTC QB Market in the United States under the trading symbol PMCCF.

CORPORATE ACTIVITIES

During 2025, the Company focused on the potential for lithium at the North Elko Lithium Project (NELP) and expects that NELP will continue to be the Company's primary focus over the coming year.

This discussion will focus on activities conducted at NELP up to 2025 and plans for 2026. Details on the other Company projects are available on the company website at https://www.pelotonminerals.com.

The North Elko Lithium Project (NELP) is 100% owned with no royalties outstanding, is located about 70 kilometers (44 miles) north-east of Wells, Nevada, and now consists of 642 mineral claims covering 53 square kilometers or about 20 square miles.

Surge Battery Metals Inc. (Surge) made a major lithium in clay discovery in 2023 on claims that are immediately adjacent to and tied onto the western portion of the NELP claim block. Surge has reported an indicated lithium resource of 11.24 million tonnes of Lithium Carbonate Equivalent (LCE) grading an average of 3,010 ppm Lithium. Surge has stated that this is the highest-grade lithium in clay resource in North America.

Following the lithium discovery by Surge, Peloton repurposed data in its possession and reviewed the geology on Peloton's properties in the area, as well as regionally, and concluded the area east of Surge was prospective for clay and lithium bearing clay.

Exploration conducted on NELP to date includes airborne hyperspectral imaging, a soil geochemistry survey, geologic mapping, prospecting and sampling, X-Ray Diffraction analysis of over 1,000 surface samples, airborne geophysics including magnetics, radiometric, and VLF-EM, a tTEM surface geophysical survey, and drilling four initial widely spaced drill holes to 325 and 500 foot depths.

This exploration has determined that there is a large clay bed underlying NELP that is potentially 50 square kilometers in size, by a minimum thickness of 500 feet, and that is mineralized with at least anomalous lithium, rubidium and other critical minerals. During 2026, the Company plans to conduct additional exploration work at NELP which could include first pass metallurgical testing, additional soil geochemistry, surface geophysics, and drilling. The exploration plan for the summer-fall of 2026 is presently being finalized.

During the year, the Company closed four private placements.

On October 30, 2025, the Company issued 10,030,553 units at $0.09 CDN per unit for proceeds of CDN$902,750 (US$645,177). Each unit consists of one common share and one share purchase warrant exercisable for three years. Each warrant entitles the holder to purchase one share at a price of $0.12 CDN up to October 31, 2028.

On November 13, 2025, the Company issued 1,266,664 units at $0.09 CDN per unit for proceeds of CDN$114,000 (US$81,205). Each unit consists of one common share and one share purchase warrant exercisable for three years. Each warrant entitles the holder to purchase one share at a price of $0.12 CDN up to November 13, 2028.

On November 14, 2025, the Company issued 216,700 units at $0.09 CDN per unit for proceeds of CDN$19,503 (US$13,906). Each unit consists of one common share and one share purchase warrant exercisable for three years. Each warrant entitles the holder to purchase one share at a price of $0.12 CDN up to November 14 16, 2028.

On December 29, 2025, the Company issued 1,490,000 units at $0.09 CDN per unit for proceeds of CDN$134,100 (US$97,793). Each unit consists of one common share and one share purchase warrant exercisable for three years. Each warrant entitles the holder to purchase one share at a price of $0.12 CDN up to December 29, 2028.

In connection with the 2025 placements, the Company paid to arms-length parties finder's fees consisting of 8% of the funds raised and brokers warrants equal to 10% of the units issued with each broker warrant exercisable at

$0.09 CDN into a unit of the offering for 60 months.

During the year, the Company modified the expiry times of certain outstanding warrants of the Company as follows:

1. 5,613,038 warrants originally expiring on August 16, 2025 are now exercisable until August 16, 2027.

During the year, the Company granted stock options as follows:

1. On November 21, 2025, a total of 883,332 stock options to consultants of the Company. These options are exercisable over three years at an exercise price of $0.11 CDN.

2. On November 28, 2025, a total of 366,666 stock options to a consultant of the Company. These options are exercisable over three years at an exercise price of $0.11 CDN.

3. On December 19, 2025, a total of 2,100,000 stock options to directors of the Company. These options are exercisable over five years at an exercise price of $0.115 CDN.

During the year, the Company granted share appreciation rights as follows:

1. On November 21, 2025, a total of 11,240,531 share appreciation rights (SARs) to directors of the Company. The SARs are exercisable over five years with a base price of $0.11 CDN.

OVERALL PERFORMANCE

In summary, the Company's financial condition has changed over the twelve months ended December 31, 2025. Working capital deficiency went from $2,215,509 at December 31, 2024 to a deficiency of $2,917,675 at December 31, 2025. Excluding derivative liabilities, the 2025 deficiency is $1,104,423 (2024 - $992,904).

SELECTED ANNUAL INFORMATION

The following table provides selected financial information and should be read in conjunction with the Company's Consolidated Financial Statements for each respective year.

Notes:

1. basic and diluted

2. previously classified as long-term debt

   SUBSEQUENT EVENTS

   The Company staked and filed for recording an additional 200 mineral claims at its 100% owned North Elko Lithium Project located in north-eastern Nevada. These are part of the 642 claims referred to above.

   RESULTS OF OPERATIONS

   For the year ended December 31, 2025 and December 31, 2024, the Company had no revenue. Exploration and claim acquisition and maintenance expenses for the year ended December 31, 2025 were $388,578 compared to $467,984 during the year ended December 31, 2024.

   Year ended December 31, 2025 Compared to Year ended December 31, 2024

   Operating Revenues: The Company is a mineral exploration company and has no operating revenues.

   The Company had a loss of $1,342,951 for the year ended December 31, 2025 compared to the year ended December 31, 2024 gain of $434,279. A significant part of the calculation of the change from 2024 to 2025 is from non-cash items (listed below) such as stock-based compensation resulting from the grant of stock options and share appreciation rights, the fluctuations in value of the foreign currency warrants, or the revaluation of the derivative liability and has no effect on the company's cash position.

   Expenses for the year ended December 31, 2025 were $1,394,360 a decrease of $56,960 from the amount of $1,451,320 for the year ended December 31, 2024. The largest change was in stock-based compensation (grant of stock options and share appreciation rights).

   Expenses referred to above and other expenses incurred during the year were:

   1. Office and administrative costs of $594,604. (2024 - $534,598);

   2. Professional Fees of $94,096. Includes legal and audit fees. (2024 - $107,300);

   3. Exploration and evaluation expenditures were $388,578 (2024 - $467,984);

   4. $267,816 of stock-based compensation expense was recognized during the year. (2024 -

      $392,781);

   5. Depreciation of $17,231 (2024 - $15,193);

   6. Foreign exchange loss of $32,035; (2024 - loss $66,536);

   7. Loss on revaluation of foreign currency warrants of $66,618 (2024 - gain $2,150,682);

   8. There was a gain of $260,467 from the reversal of director fees payable (2024 - gain $173,020)

   9. Loss on revaluation of derivative liability $65,075 (2024 - gain $90,884);

   10. Loss on fair value of warrants extended $146,770. (2024 - loss $406,983);

   11. Interest income $Nil (2024 - $27);

   12. Income on disposal of exploration property $301 (2024 - Nil);

   13. Gain on fair value of adjustment of investment $69,104 (2024 - Loss $122,031).

Total assets as at the end of December 31, 2025 were $1,844,959 (2025 - $1,563,082) and consisted of cash $253,688 (2024 - $24,648), HST receivable of $26,526 (2024 - $13,687), prepaid expenses of $38,906 (2024 - $39,856), equipment $31,031 (2024 - $48,262), reclamation bonds of $32,944 (2024 - $17,853), other receivables of $4,680 (2024 - 30,696) and investment of $1,457,184 in Celerity Mineral Corporation, formerly a wholly-owned subsidiary of the Company (2024 - $1,388,080).

Total current liabilities as at December 31, 2025 were $3,241,475 including non-cash derivative liabilities,

$1,428,223 excluding non-cash derivative liabilities (2024 - $2,324,396 including non-cash derivative liabilities, and $1,101,791 excluding non-cash derivative liabilities). Non-derivative liabilities consisted primarily of trade payables of $282,868 (2024 - $147,501), $712,153 (2024 - $662,609) due to directors and officers, accounting and audit of $42,092 (202 - $45,731) and a current liability of $391,110 for a convertible debenture and loans (2024 - $245,950).

The derivative liability for warrants denominated in a foreign currency was $1,671,983 (2024 - $1,146,411). The Derivative Liability for a convertible debenture was $141,269 (2024 - $76,194), neither of which affect the Company's cash position.

There were considerable changes in some line items between the years ended December 31, 2025 and December 31, 2024. During the year ended December 31, 2025, the Company reversed $260,467 (2024 -

$173,020) of management and director fees owing to directors which were included in accounts payable and accrued liabilities. These management and director fees have been permanently forgiven by the directors. There were changes in: the revaluation of foreign currency warrants which changes based on inputs in the Black-Scholes option pricing model (ie. stock price volatility) and can swing considerably from quarter to quarter; derivative liability; and the fair value of warrants extended. There is no effect on the company's cash position from the fluctuations in value of the foreign currency warrants, fair value of warrants extended or the revaluation of the derivative liability.

The Company has no sales and has never earned revenues with the exception of non-material interest revenue. Raising capital through sales of its common shares funds the Company's exploration operations. The company has also issued convertible debentures.

SUMMARY OF QUARTERLY RESULTS

Operating Revenues: The Company is a mineral exploration company and has no operating revenues.

The Company's had a net income of $12,899 for the nine months ended September 30, 2025 and a net loss of $1,342,951 at December 31, 2025. The Company's net income increased by $293,675 from

$140,604 at September 30, 2024 to $434,279 at December 31, 2024.

Expenses incurred during the three months ended December 31, 2025 were:

1. Office and administrative costs of $255,501. (2024 - $112,499);

2. Professional Fees of $56,994. Includes legal and audit fees. (2024 - $53,166);

3. Exploration and evaluation expenditures were $248,780 (2024 - $106,624);

4. Stock based compensation $267,816 (2024 - $23,959);

5. Depreciation of $4,308 (2024 - $4,308);

6. Foreign exchange gain of $775; (2024 - gain of $58,928);

7. Loss on revaluation of foreign currency warrants of $738,103 (2024 - gain $637,008);

8. Gain on reversal of director fees $260,467 (2024 - gain of $173,020);

9. Loss on revaluation of derivative liability of $68,459 (2024 - loss $30,916);

10. Fair value of warrants extended of $Nil (2024 - $214,195)

11. Loss on fair value of adjustment of investment $22,568 (2024 - Loss $91,473).

.

There were considerable changes in some line items between the quarters ended December 31, 2024 and December 31, 2025. During the quarter December 31, 2025, the Company reversed $260,467 (2024 -

$173,020) of management and director fees owing to directors which were included in accounts payable and accrued liabilities. These management and director fees have been permanently forgiven by the directors. There were changes in: the revaluation of foreign currency warrants which changes based on inputs in the Black-Scholes option pricing model (ie. stock price volatility) and can swing considerable from quarter to quarter; derivative liability; and the fair value of warrants extended. There is no effect on the company's cash position from the fluctuations in value of the foreign currency warrants, fair value of warrants extended or the revaluation of the derivative liability. Quarterly results can vary from quarter to quarter depending on the level of activity and exploration programs.

LIQUIDITY

As at December 31, 2025, the Company had cash in the amount of $253,688 (2024 - $24,648) and current liabilities of $3,241,475 including non-cash derivative liabilities, $1,428,223 excluding non-cash derivative liabilities (2024 - $2,324,396 including non-cash derivative liabilities, and $1,101,701 excluding non-cash derivative liabilities). As at December 31, 2025, the Company had a working capital deficiency of $1,104,023 for the non-derivative portion, and $2,917,675 including the derivative portion (2024 - working capital deficiency of $992,904 for non-derivative portion, and $2,215,509 including derivative portion). As a result, the Company has liquidity risk and is dependent on raising capital.

CAPITAL RESOURCES

For its long-term business objectives, the Company will require funds for ongoing exploration work on its current mineral projects, to work on any other mineral projects that it acquires, as well as to meet its ongoing day-to-day operating requirements and will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company. The Company does not have any other commitments for material capital expenditures over either the near or long term, and none are presently contemplated other than as disclosed above and/or over normal operating requirements.

The Company is not in default of its obligations on any of its mineral properties at this time.

OFF BALANCE SHEET ARRANGEMENTS

At April 29, 2026 the Company had no off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

TRANSACTIONS WITH RELATED PARTIES

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions conducted in the normal course of operations are measured at the exchange value (the amount established and agreed to by the related parties).

Remuneration of Directors and key management of the Company was as follows:

1. Included in office and administrative costs in the consolidated statements of loss and comprehensive loss.

   Other related party balances are listed below:

   1. Included in accounts payable and accrued liabilities is $712,153 (2024 - $662,609) of amounts owing to directors of the Company for management and director fees.

   2. During the year ended December 31, 2025, the Company reversed $260,467 (2024 - $173,020) of management and director fees owing to directors which were included in accounts payable and accrued liabilities. These management and director fees have been permanently forgiven by the directors.

   3. Included in loans payable are $90,470 (2024 - $59,075) owing to officers of the Company which are unsecured, non-interest bearing and due on demand.

PROPOSED TRANSACTIONS

There are no transactions proposed at this time other than as disclosed herein.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The Company prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Committee.

The significant accounting policies of the Company are summarized in Note 2 to the Company's financial statements.

The Critical Accounting Estimates of the Company are discussed in Note 2 to the Company's financial statements.

The Financial Instruments of the Company are discussed in Note 2 to the Company's financial statements.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning the Company's: (a) capitalized or expensed exploration and development costs; (b) expensed research and development costs; (c) deferred development costs; (d) general and administrative expenses; and (e) any material costs, deferred or expenses, not already referred to in this MD&A is provided in the Company's Condensed Interim Consolidated Financial Statements and its Audited Consolidated Financial Statements for the year ended December 31, 2025, which can be accessed on SEDAR under the Company's profile page at https://www.sedarplus.ca.

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company's authorized share capital consists of unlimited common shares without par value. Issued and outstanding: December 31, 2025 - 151,718,177;

Issued and outstanding: April 29, 2026 (date of this report) - 152,567,062

Warrants outstanding: December 31, 2025 - 50,299,536

Warrants outstanding: April 29, 2026 - 49,706,759

The warrants expire between May 2026 and May 2029 and have a weighted average exercise price of CDN

$0.1152 per share.

Broker Warrants outstanding: December 31, 2025 - 2,840,527

Broker Warrants outstanding: April 29, 2025 - 2,824,973

The broker warrants expire between December 2028 and November 2029 and have a weighted average exercise price of CDN $0.09 per share.

Options outstanding: December 31, 2025 - 14,749,998

Options outstanding: April 29, 2025 - 14,525,998

The options expire between June 2027 and December 2030 and have a weighted average exercise price of CDN $0.10 per share.

Share Appreciation Rights outstanding: December 31, 2025 - 11,240,531

Share Appreciation Rights outstanding: April 29, 2026 - 11,240,531

The Share Appreciation Rights expire November 2030 and have a weighted average base price of CDN

$0.11 per share appreciation right.

No dividends have been paid on any shares of the Company since the date of its incorporation, and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

Management is responsible for the design of internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with International Financial Reporting Standards. Based on a review of its internal control procedures at the end of the period covered by this MD&A, management believes its internal controls and procedures, for the nature and size of the entity, are effective in providing reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner.

Management is also responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that material information related to the Company, is made known to the Company's certifying officers. Management has evaluated the effectiveness of the Company's disclosure controls and procedures and has concluded that these controls and procedures are effective, for the nature and size of the entity, in providing reasonable assurance that material information relating to the Company is made known to them by others within the Company.

The Company is not a party to any litigation.

The exploration of mineral properties involves a high degree of risk which cannot be avoided despite the experience, knowledge and careful evaluation of prospective properties by management. There can be no assurance commercial quantities of ore will be discovered on the Company's mineral properties. Even if such commercial quantities are subsequently discovered by the Company's exploration efforts, there can be no assurance such properties can be brought into commercial production. Operations may be subject to disruption due to weather conditions, labour unrest or other causes beyond the control of the Company. Hazards such as unexpected formations, pressures, flooding, or other conditions over which the Company does not have control may be encountered and may adversely affect the Company's operations and financial results.

Environmental legislation is continuing to evolve such as will require strict standards and enforcement, increased fines and penalties for non-compliance, more stringent assessment of proposed projects and a greater degree of corporate responsibility. There can be no assurance that current requirements and future changes to environmental legislation may not adversely affect the Company's operations.

The market for minerals is subject to factors beyond the Company's control, such as market price fluctuation, currency fluctuation and government regulation. Additionally, it is impossible to determine what effect the current conflict in Ukraine will have on the mineral markets. The effect of such factors cannot be accurately calculated. The existence of any or all such factors may restrict access to a market, if same exists, for the sale of commercial ore which may be discovered.

In order to move forward with its exploration activities, the Company will require additional funding. There can be no guarantee that such funds will be available as and when required or, if available, be accessible on reasonable commercial terms.

The Company anticipates that it will be heavily reliant upon the experience and expertise of management with respect to the further development of its mineral properties. The loss of any one of their services or their inability to devote the time required to effectively manage the affairs of the Company could materially adversely affect the Company.

The auditors of the Company are RSM Canada LLP, of Toronto, Ontario. The Transfer Agent and Registrar for the Common Shares of the Company is TMX Equity Transfer Services in Toronto, Ontario.

Certain statements contained in this document constitute "forward-looking statements". When used in this document, the words "may", "would", "could", "will", "intend", "plan", "propose", "anticipate", "believe", "forecast", "estimate", "expect" and similar expressions used by any of the Company's management, are intended to identify forward-looking statements. Such statements reflect the Company's internal projections, expectations, future growth, performance and business prospects and opportunities as well as the Company's plans for further exploration programs, and are based on information currently available to the Company. Since they relate to the Company's current views with respect to future events, they are subject

to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments except as required by law or by CSE policies.