South Pacific Metals: Q2 Management's Discussion and Analysis (25.09.30 SMPC MDA final)

(Presented in Canadian Dollars)

The following Management Discussion and Analysis ("MD&A") of the operations, results, financial position and outlook of South Pacific Metals Corp. (the "Company") is the responsibility of management and has been prepared using information available up until November 26, 2025. This MD&A should be read in conjunction with the Company's financial statements for the six months ended September 30, 2025 and the notes attached thereto, which have been prepared in accordance with IFRS Accounting Standards ("IFRS"). All financial results presented in this MD&A are expressed in Canadian Dollars unless otherwise indicated.

The Company was incorporated under the Business Corporations Act (British Columbia) on July 4, 2018, as a Capital Pool Company under the policies of the TSX Venture Exchange (the "TSX-V"). On December 3, 2020, the Company completed its Qualifying Transaction by completing a reverse take-over of an Kainantu Resources Ltd.

On February 6, 2024, the Company changed its name to South Pacific Metals Corp. The Company's shares trade on the TSX-V under the symbol SPMC, on the OTCQB under the symbol SPMEF and on the Frankfurt Stock Exchange under the symbol 6JO.

This MD&A contains forward-looking statements. Please refer to the "Note Regarding

Forward-Looking Statements".

South Pacific Metals Corp. is an exploration company focused on developing gold-copper resources from its four highly prospective projects located in Papua New Guinea ("PNG"). The Company's core projects include: Anga, Osena, May River, and Kili Teke. All projects are located in premier mining regions within PNG.

Both Anga and Osena show potential to host high-grade epithermal and porphyry mineralization, as seen elsewhere in the high-grade Kainantu Gold District.

The May River project is in close proximity to the world-renowned Frieda River Copper-Gold Project, with historical drilling indicating the potential for significant copper-gold porphyry and epithermal gold discoveries along with volcanogenic massive sulphide (VMS) Cu-Au-Ag-Zn discoveries.

Kili Teke has an NI 43-101 inferred resource of 237Mt @0.62% CuEq* along with extensional high-grade Cu-Au-Ag-Zn skarn and alkalic epithermal gold potential.

The Company has a highly experienced board and management team with a proven track record of mineral exploration and operating in the region. The Company's strategy is to build shareholder value through exploration and development at its projects.

Effective July 1, 2025, the Company changed its presentation currency from United States dollars (USD) to Canadian dollars (CAD). The Company is incorporated in Canada and listed on the TSX-V and management determined that presenting the financial statements in CAD provides more relevant and reliable information to users.

Refer to "Exploration Projects" below for further details on the Company's projects.

On July 2, 2025, the Company announced the appointment of Timo Jauristo as Chief Executive Officer, effective June 30, 2025. See link for details.

On July 28, 2025, September 17, 2025 and October 6, 2025, the Company announced significant encouraging gold and copper assays from trenches and surface samples on its North East areas of its Osena Project. These areas are South West of, and adjacent to, the tenements which host K92 Mining's operating gold mine in Papua New Guinea, ("PNG"). The announced assays include numerous significant gold and copper grades within a 15 square Kilometre gold-in-soils anomaly. See links for details.

On July 30, 2025, the Company announced that it had engaged Triomphe Holdings Ltd., doing business as Capital Analytica, and 45 Degrees Inc., to provide, respectively, marketing services and advertising services to the Company. The Company also announced that it issued 575,000 Stock Options and awarded 175,000 Restricted Share Units to officers, directors, consultants and service providers. See link for details.

On September 16, 2025, the Company announced that its interim injunction against K92 Mining and the Mineral Resource Authority ("MRA") of PNG, enjoining the MRA from considering any application by K92 to take some of the Company's Anga Exploration Licence, EL 2558 for a Tailings Storage Facility, ("TSF"), had been upheld by the PNG courts. See link for details.

On September 18, 2025, K92 Mining announced the it had selected a site within its own Exploration Licences for its TSF and that it "…has no interest in purchasing …[the Company's]… EL 2558 or any other licence held by …[the Company]…", and that it "…no longer intends to apply for a LMP, …[Lease for Mining Purposes]… within the boundaries of …[the Company's]… EL 2558". See link for details.

On October 14, 2025, the Company announced that it had identified new mineralized zones at its Golconda South prospect within its Anga Project, which is North East of, and adjacent to, the tenements which host K92 Mining's operating gold mine. See link for details.

On October 30, 2025, the Company announced that drilling had commenced on its Ontenu North East prospect within its Osena Project to follow up high grade gold, silver and copper samples on this prospect. See link for details.

On November 11, 2025, the Company announced that it had received assays for rock chip samples from a zone on its Ontenu North East prospect within its Osena Project, with values up to 21.2% copper and high grades of silver, and, from a separate zone nearby, assays of 1.2% copper, 258 grams per tonne silver and 8.65% zinc. See link for details.

On November 25, 2025, the Company announced a marketing equity offering up to $8 million of units (the "Offering") consisting of one common share and one-half common share purchase warrant of the Company (a "Unit") at an indicative price of $0.54 per Unit. Each whole warrant entitles the holder to acquire one common share from the Company at a price of $0.90 per share for a period of 24 months following the closing date of the Offering. See link for details.

As at September 30, 2025, the Company has working capital of $1,256,069 (March 31, 2025-

$4,623,048). As the Company has no source of revenue at this time, it will continue to deplete capital to operate potential drill programs, fieldwork, office and administrative expenses and continual investigations of new projects and opportunities. Accordingly, the Company will be required to obtain additional financing in the future.

On July 2, 2025, the Company announced the appointment of Timo Jauristo as the Company's new Chief Executive Officer. Mr. Jauristo has conducted an initial assessment of the Company's projects and is working with the PNG team. The Company purchased a diamond drill rig during the six months ended September 30, 2025. The Company intends to embark on an initial drill program in the coming months.

KRL and the Company have commenced legal proceedings in the National Court against K92 Mining and the Mineral Resources Authority. The Company has filed for declaratory relief to confirm that KRL is the exclusive registered holder of Exploration Licence EL 2558 under the PNG Mining Act 1992, and that it alone holds surface and subsurface mineral exploration rights within the licence boundaries.

The Company took this action following what it believes to be trespass and interference by K92 Mining on EL 2558. The Company's objective is to protect its legal rights, maintain the integrity of its exploration program, and ensure that the licence area remains free from unauthorized activity. EL2558 is a focus of the Company's exploration programs, and should the Company's exploration programs turn out to be economic, this area is a potential tailings facility for the Company. The Company will provide further updates as the proceedings develop.

On August 14, 2025, the Company's wholly-owned subsidiary, Kainantu Resources Limited ("KRL"), obtained an interim injunction from the National Court of Justice of Papua New Guinea ("National Court") restraining K92 Mining Limited ("K92 Mining") from interfering with or contravening KRL's exclusive exploration rights within its EL 2558 exploration licence area, including: restraining K92 Mining from entering into or interfering with the EL 2558 area, including conducting sterilization drilling, or undertaking infrastructure development on the EL 2558 area, including any proposed tailings storage facility and solar farm; and preventing the Mineral Resources Authority from accepting or processing any K92 Mining applications for leases or tenements over the EL 2558 area.

Overview

The Company is focused on mineral exploration, discovery and future development in the world-class mineral provinces of Papua New Guinea. The Company holds multiple exploration licenses and applications around 4 core projects (Figure 1) namely:

• Osena Project: located 130km WNW of Lae and close to the town of Kainantu. This project adjoins K92 Mining Ltd's operations to the southwest. Osena has several identified drill-ready targets for epithermal Au-Cu-Ag deposits including Ontenu and Ontenu NE, and potential for porphyry copper-gold at depth.
• Anga Project: located 130km WNW of Lae and close to the town of Kainantu. This project adjoins K92 Mining Ltd's operations to the northeast. This project includes multiple targets for epithermal Au-Cu-Ag deposits.
• Kili Teke Project: located 40km west of the Porgera Gold Mine and includes a porphyry Cu-Au resource estimate, and multiple targets for high-grade alkalic epithermal Au deposits (Porgera Style).
• May River Project: located approximately 200km from the port of Wewak and adjoining PanAust Ltd's large scale Frieda River Copper-Gold project. The project includes large diatreme breccia/epithermal Au targets, porphyry related Cu-Au and high grade VMS style Au-Cu-Ag-Zn targets.

Glossary of Terms

Tenement Status

*Tenements classed as "pending renewal" are waiting on government documentation and are valid exploration licenses, with permissible exploration and on-going access. Projects in "Pending Grant" are 'first in time' with statutory requirements including Warden's court, land-owner and government approval prior to the commencement of exploration.

Osena Project

The Osena Project is located to the southwest and immediately adjoining K92 Mining Ltd's tenements (Figure 2). The project is located in the Kainantu Transfer Zone, a large NE-SW striking tectonic structure that is known to host multiple mineral deposits and styles (Figure 3). Project geology consists of volcanics and sediments intruded by mafic to felsic intrusives. The Elandora Porphyry suite, a key driver for epithermal Au-Cu-Ag deposits and porphyry related deposits throughout the region has been identified on the project area.

During the reporting period, the Company focused considerable exploration effort at the Osena Project, and particularly the Ontenu Central and Ontenu NE prospect areas where previous work has identified a large scale epithermal footprint over 5 x 3km area (Figure 4).

The Company has a strong working relationship with the local landowners and the local employment and community relations programs continued during the reporting period. Principal field activity included trenching, reconnaissance mapping, surface sampling and drill pad selection/preparation for the upcoming drill program. Multiple targets and new mineralized structures were identified as noted in Company releases dated July 28, 2025; September 17, 2025; & October 6, 2025.

Ontenu NE

Exploration on the Ontenu NE project began at the beginning of the calendar year and during May, 2025, the Company announced the first high-grade surface rock sample results hosted

within large soil anomalies. The Company embarked on regional reconnaissance throughout the target area (Figure 5 & Figure 6) and has identified:

• At least six mineralized structures up to 4m wide, and zones up to 14m wide and mapped out over several hundred metres of strike length

• Large scale gold, arsenic and copper anomalies up to 1200m strike length.

• Host rocks include shale and schist intruded by felsic to intermediate dykes (similar to

  K92 Mining's geological hosts)

• Dominant mineralized structures strike NW-SE (similar to K92 Mining's Kora-Judd deposits)

• Secondary mineralized structures strike NNE-SSW (similar to K92 Mining's Arakompa-Maniape deposits)

• Gold in rock samples including 13.9g/t Au, 8.6g/t Au, 7.69g/t Au, 3.95g/t Au,

• Silver in rock samples including 602g/t Ag, 388g/t Ag, 337g/t Ag

• Copper in rock samples including 10.3% Cu, 3.2% Cu, 3.1% Cu, 2.1% Cu

  The first drill hole has been sighted and commenced and focuses on the multiple structures at the southern end of the Ontenu NE Project area.

  Reconnaissance mapping and sampling is continuing at Ontenu NE with samples pending assay.

  
  
  ‌Figure 5 Ontenu NE target area with rock samples and soil anomalies
  
  
  ‌Figure C Ontenu NE target area (southern area and site of first planned drill hole)

  Ontenu Central

  During the reporting period, surface exploration work continued on the Ontenu Central Project area. Work included on-going trenching and reconnaissance. Ontenu Central consists of weathered intrusive rocks and narrow bands of sediments / volcanics at surface. Based on geochemical indicatorsand geophysics, the top several hundred metres of Ontenu Central is targeted for epithermal Au-Cu, with an inferred porphyry Cu-Au target at depth.

  The Ontenu Central prospect area includes:

• Two corridors each >1km defined by >100ppb Au in soils

• Previous rock sample results including 73g/t Au on the north flank, and multiple zones

  >1g/t Au, up to 3.42g/t & 3.17% Cu centrally.

• Trench results 4m @ 4.52g/t Au within 79m @ 0.75g/t Au

Reconnaissance trenching, mapping and sampling is continuing at Ontenu Central with samples pending assay.

Other

Desktop work on the wider Osena Project area continued during the reporting period, including at the 6 x 3km Tirokave Project area, located to the west of Ontenu, including rock samples up to 40g/t Au.

Anga Project

The Anga Project is located to the northeast and immediately adjoining K92 Mining Ltd's tenements (Figure 2). The project is located in the Kainantu Transfer Zone, a large NE-SW striking tectonic structure that is known to host multiple mineral deposits and styles (Figure 3). Project geology consists of volcanics and sediments intruded by mafic to felsic intrusives.

Multiple prospects and mineral occurrences have been identified at the Anga Project area, and geophysics / structural interpretations provides connectivity to the deposits currently being developed and mined by K92 Mining located approximately 2 to 8km to the southwest of Anga.

During the reporting period, the Company continued surface exploration work at the Anga Project including trenching, soil sampling and reconnaissance. The Company has a strong working relationship with the local landowners and the local employment and community relations programs continued during the reporting period. Refer news release dated October 14, 2025.

Golkona / Golkona South

The Golkona and Golkona South prospect areas are located on the western part of the Anga Project area and approximately 2 to 4 km along strike, within the Kainantu Transfer Zone, from the Arakompa and Maniape Deposits held by K92 Mining. During the reporting period the Company continued soil and stream sampling at Golkona, with results indicating the highest tenor target on the Anga project area identified to date. Results, including anomalism in Au-Cu-Ag-As (Figure 10 &

Figure 11), indicate the potential for high to intermediate sulphidation epithermal targets akin to those being mined by K92 Mining Ltd summarised as:

• 2.2 × 1.1 km gold in soil anomaly identified, with high soil assays (peak value 1080 ppb Au)

• Two zones of high copper (over 1000pm Cu) and silver (over 250 ppb Ag) in soil samples with peak results up to 3,397 ppm Cu and 2160 ppb Ag

• Stream sediment samples (pan concentrates) up to 282ppm Au

Irinke

The Irinke target area is located adjoining the mining leases held by K92 Mining Ltd. The prospect consists of broad gold in soil anomalies and rock chip samples up to 2.28g/t Au.

During the reporting period, the Company commenced a trenching program at Irinke, which is on-going, with the first assay results expected shortly.

Other

The Anga project consists of other target areas including Binano North, North Ridge, Satup, Watarais and Young Creek. The Company recently completed two lines of close spaced soils at Satup to check previously returned coarse spaced soils >200ppb Au.

Kili Teke Project

The Kili Teke Project is located ~40km west of the Porgera Gold Mine (Figure 12), operated by Barrick Niugini Ltd. The Company purchased the project from Harmony Gold Ltd in 2023.

The project consists of diorite to monzo-diorite intrusions intruding into sediments and limestones in a similar setting to the giant Grasberg deposit located in West Papua. Several mineralization styles have been identified on the project including the porphyry related Cu-Au, skarn related Cu-Au-Ag-Zn and alkalic epithermal Au. A series of E-W structures have been mapped at Kili Teke and these are associated with strong surface anomalism in Au-Te-Bi-As (Figure 13). This metal association, in combination with alkalic rocks, is indicative of potential alkalic epithermal gold deposits such as Porgera, located to east of Kili Teke.

To date the Company conducted regional desktop targeting work, including working with consultants on specialist geochemical and geophysical techniques to prioritize targets.

The last technical update was presented in release on October 1, 2024. During the reporting period the Company conducted land-owner meetings with a view to establishing local employment opportunities and commencing on-ground work shortly.

Central Porphyry & Surrounds

The Central Porphyry consists of an inferred mineral resource estimate of:

• 237Mt averaging 0.24g/t Au, 0.34% Cu for 1.8Moz Au and 802Kt copper (refer NI-43101 report filed January 12, 2023)

  The contact halo and extensional targets include:

• Increasing Cu:S ratio with increasing depth indicating the potential for higher grade Cu-Au porphyry targets at depth.

• Skarn mineralization, not yet included in the mineral resource estimate, including:

  • drilling with 2.98 % Cu, 11.75 g/t Au and 21.07 g/t Ag over 7.8 m within 54 m @ 2.1% Cu, 1.82 g/t Au, 3.87 g/t Ag (from 878 m depth down hole)

  • Surface results up to 13g/t Au, 27% Cu, 3.3% Zn, 37g/t Silver

    Ieru Cu-Au targets

    The Ieru Target consists of porphyry with a potential late alkalic Au overprint:

• Two dykes modelled over 1000m strike length and ~200m wide

• Associated with extensive Au-Cu-Te-As surface anomalism.

• Trench results include 27m @ 0.97% Cu, 1.25g/t Au within 132 m at 0.55% Cu and 0.6 g/t Au

  Ridge Gold targets

  The Ridge Gold target is a sediment hosted alkalic (Porgera style) gold target:

• E-W structures with potential to host epithermal mineralization

• 900m x 500m gold in soil anomaly >120ppb Au with assays up to 9000ppb Au

• Strong Porgera style association with >10000ppb Te and >100ppm As coincident with gold anomalism

  
  
  ‌Figure 13 Targeting including for high-grade alkalic epithermal surrounding Kili Teke Mineral Resource Estimate

  May River Project

  The May River Project is located in the west of Papua New Guinea, and adjacent to the giant Frieda River Copper-Gold Project (>26Moz Au Equivalent, Pan Aust Ltd) (Figure 14). The project has varied geology and potential including porphyry and diatreme related epithermal targets in the south, to volcanogenic massive sulphide (VMS) targets in the north. The Company provided a targeting update on May River on October 30, 2024.

  During the reporting period, the Company continued with desktop work on the May River Project.

  
  
  ‌Figure 14 May River Project area and proximity to Frieda River

  Skygate Trend

  The Skygate Trend is a 7 km striking gold anomaly >100ppb Au. The project includes:

• Skiraisa Target

  • 1000 x 900m area 100 to 500ppb Au in soils with previous drilling including

  • 109m averaging 1.53g/t Au from surface to end of hole
  • 54m averaging 1.83g/t Au from 106m depth

  • Diatreme epithermal breccia with porphyry target modelled at depth

• Mountain Gate target

  • 2000 x 500m soil anomaly >500ppb Au & 250ppm Cu

  • Rock results up to 3g/t Au & 0.3% Cu

  • Hosted in the Frieda Intrusive Complex (same as Frieda River)

    
    
    Figure 15 Skygate Trend at the May River Project.

    Ufuo VMS targets

    The Ufuo VMS targets are located on an exploration license application. The project has been targeted by previous explorers for high-grade gold-copper with previous near surface results including:

• 11m averaging 10.07% Cu, 2.03g/t Au, 34.29g/t Ag from 13m downhole
• 19m averaging 11.47% Cu, 2.18g/t Au, 39.22g/t Ag from 13m downhole
• 40m averaging 2.5g/t Au and 28m averaging 2.5% Cu, 1.1g/t Au in surface trenching
  
  
  Figure 1C Ufuo VMS target area at May River Environmental, Social s Governance

  The Company is committed to ensuring a sustainable approach to project development across all the tenements, in consultation with the local communities and remains focused on maintaining a strong social license. The Company's community relations programs have proven to be very effective through proactive and ongoing consultative engagement with the local clans and stakeholders. Where practical the Company engages local labor and acquires supplies and produce from local communities we operate in.

  The Community Relations team continues its focus on developing and maintaining good relationships within all the communities by:

• Establishing and maintaining positive community engagement through effective communication and consultation;

• Effectively managing community grievances; and

• Minimizing the adverse impact of the Company's work in the community and

  environment.

  Results of Operations

  The Company recorded a net loss of $791,291 for the three months ended September 30, 2025 (the "current quarter") compared to a net loss of $261,856 for the three months ended September 30, 2024 (the "prior quarter"), an increase of $529,435 as explained in the following paragraphs.

• Accounting and legal expenses were $99,630 higher in the current quarter ($120,635) when compared to the prior quarter ($21,005). The Company incurred additional legal in Papua New Guinea as result of getting an injunction against K92 Mining.

• Corporate and administrative expenses were $147,991 lower in the current quarter ($37,012) when compared to the prior quarter ($185,003). The Company incurred additional expenses in the prior quarter as result of a change in management and cleaning up the Company's balance sheet.

• Marketing and investor relations fees were $60,077 lower in the current quarter ($116,037) when compared to the prior quarter ($176,114). The Company incurred additional marketing and investor relations fees in the prior quarter as the Company worked through a transition in management and a strategic corporate reorganization.

• Stock-based payments expense, a non-cash expense, was $235,069 higher in the current quarter ($343,147) when compared to the prior quarter ($108,078) because of the Company granting more incentive stock options and restrictive stock units in the current quarter.

• Gain(Loss) on settlement of accounts payable were $400,687 lower in the current quarter ($nil) when compared to the prior quarter ($400,687) as a result of the Company working to settle outstanding liabilities incurred by previous management in the prior quarter.

  The Company recorded a net loss of $1,321,850 for the six months ended September 30, 2025 (the "current period") compared to a net loss of $982,815 for the six months ended September 30, 2024 (the "prior period"), an increase of $339,035, as explained in the following paragraphs.

• Accounting and legal expenses were $132,542 higher in the current period ($180,644) when compared to the prior period ($48,102). The Company incurred additional legal in Papua New Guinea as result of getting an injunction against K92 Mining.

• Corporate and administrative expenses were $228,499 lower in the current period ($67,626) when compared to the prior period ($296,125). The Company incurred additional expenses in the prior period as result of a change in management and cleaning up the Company's balance sheet.

• Board and management fees were $87,371 lower in the current period ($338,930) when compared to the prior period ($426,301). The Company incurred additional management fees in the prior period due to the terminated of previous management.

• Marketing and investor relations fees were $36,939 higher in the current period ($257,029) when compared to the prior period ($220,090). The Company incurred additional marketing and investors relations fees in the current period as the Company increases its business activities and its stakeholder engagement initiatives.

• Stock-based payments expense, a non-cash expense, was $228,003 lower in the current period ($505,240) when compared to the prior period ($733,243) because of the Company granting more incentive stock options in the prior period.

• Gain(Loss) on settlement of accounts payable were $676,946 lower in the current period ($nil) when compared to the prior period ($676,946) as a result of the Company working to settle outstanding liabilities incurred by previous management in the prior period. The Company continues to dispute certain accounts payable balances and will vigorously defend itself against any claims for payment that may arise from the associated vendors.

The following table summarizes selected information from the Company's unaudited condensed interim consolidated financial statements, prepared in accordance with IFRS, for the last eight quarters.

The Company's working capital as at September 30, 2025 was $1,256,069 (March 31, 2025 -

$4,623,048), including a cash and cash equivalent balance of $2,062,425 to settle accounts payable and accrued liabilities of $1,063,472. The Company is in a positive working capital position with sufficient funds to finance its exploration activities and to fund general administrative costs through fiscal 2026. The 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.

While the Company currently has sufficient funds to complete the next phase of exploration activities, the Company does not have a source of income available to maintain liquidity indefinitely into the future. The Company will continue to seek capital. The Company has financed its operations to date primarily through the issuance of common shares. The Company continues to investigate additional financing opportunities and would consider raising capital via share issuances, debt facilities, joint venture arrangements, or a combination of these options. The Company's continuing operations rely on the ability of the Company to continue to raise capital.

Operating Activities

During the six months ended September 30, 2025, cash used in operating activities was

$496,259.

Investing Activities

During the six months ended September 30, 2025, cash used in investing activities was

$2,465,329, including $1,724,856 in exploration expenditures on the Company's exploration and evaluation assets and $740,473 relating to the acquisition of a drill rig and related equipment.

Financing Activities

There were no financing activities during the six months ended September 30, 2025.

At September 30, 2025, the authorized share capital was an unlimited number of common shares.

At September 30, 2025 there were 51,853,920 common shares issued and outstanding on a post-consolidated basis. As at the date of this MD&A the Company had 52,103,920 common shares issued and outstanding.

As at the date of this report, the Company's fully diluted shares outstanding is as follows:

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.

Key Management Compensation

Key management personnel compensation is comprised of fees paid and share-based compensation related to the fair value of the stock options granted to these key management personal.

Remuneration for key management personnel of the Company was as follows:

ThreeMonths Ended September 30,

Six Months Ended September 30,

As at September 30, 2025, $nil (March 31, 2025- $5,585) was due to directors and officers of the Company.

Convertible Debentures

During the year ended December 31, 2023, the Company issued secured convertible debenture units with a fair value of $992,072. A company controlled by a director of the Company, and a director of the Company participated in the offering and subscribed for a combined fair value total of $560,859 (2,077,255 shares). On March 20, 2024, the Company completed a share-for-debt transaction to settle the outstanding principal and accrued interest owing to the secured convertible debenture holders. In total, the Company issued 6,748,631 common shares of the Company with a fair value of $1,822,139.

There are no off balance sheet arrangements.

Except as described herein, the Company had no material contractual obligations.

Unless described elsewhere in this document, as at the date of this report the Company had no other proposed transactions under consideration.

Liquidity Risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due. The Company has no revenue and will continue to seek capital to sustain operations. In the past the Company has raised capital through the issuance of common shares pursuant to private placements. All financial liabilities, including accounts payable and accrued liabilities and loans from related parties, are classified as current.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty is unable to fulfil its contractual payment obligations and arises primarily from the Company's financial assets. The Company is mainly exposed to credit risk on its cash and cash equivalents. Credit risk exposure is limited through depositing cash with high-credit quality financial institutions. The carrying value of these financial assets represents the maximum exposure to credit risk.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors and prices such as interest rates, foreign exchange rates, and commodity and equity prices. The Company is currently not exposed to any material market risks.

Foreign Currency Risk

Foreign currency risk is the risk that the Company's financial performance will be affected by fluctuations in the exchange rates between currencies. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities in Canada, Singapore and PNG and is exposed to risk from changes in the USD, CAD, Singapore dollar and the PNG Kina. The Company manages this foreign currency risk by matching payments in the same currency where possible and monitoring movements in exchange rates.

The Company is subject to a range of additional risk factors, including operational, geological, environmental, licensing and financing risks and risks related to fluctuations in commodities prices, each of which are outlined below.

Exploration and Operational Risks

The Company's operations are focused on mineral exploration and evaluation which involve a high degree of risk. To mitigate this risk the focus of the Company is on areas which are prospective for economic deposits and in the proximity of current mining operations, but no assurance can be given that the acquisition of and exploration of resource properties will result in the discovery of an economic mineral deposit which will be subsequently advanced to commercial production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may

result in the Company not receiving an adequate return of investment capital. There is no assurance that the Company's mineral exploration and any development activities will result in any discoveries of commercial bodies of ore.

Substantial expenditures are required to establish reserves and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of major mineralized deposits, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

The Company's operations are subject to hazards and risks normally associated with exploration, which include all the hazards and risks normally encountered in exploration, including: unusual and unexpected geologic formations; seismic activity; rock bursts; cave-ins or slides; flooding; periodic interruption due to inclement or hazardous weather conditions, any of which could result in risk of injury or death and damage to property or the environment or possible legal liability. Operations may also be subject to disruptions caused by physical geography, environmental, extreme weather and community interrelations which are outside the Company's control.

Risks of Operating in Papua New Guinea

The Company's exploration activities are conducted in Papua New Guinea and, as such, its operations are exposed to relatively high levels of political, economic and other risks and uncertainties. These risks and uncertainties include, but are not limited to, the existence or possibility of political or economic instability; conflict; terrorism; hostage taking; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; war or civil unrest; expropriation and nationalization; uncertainty as to the outcome of any litigation in a foreign jurisdiction; uncertainty as to enforcement of local laws; uncertainty in relation to the impact of a new pandemic on mining operations and travel limitations on flyin fly-out employees; the impact of any declared State of Emergency laws in Papua New Guinea on fly-in fly-out employees and on labour force generally; environmental controls and permitting; restrictions on the use of land and natural resources; renegotiation or nullification of existing concessions, licences, permits and contracts; illegal mining; changes in taxation laws or policies; restrictions on foreign exchange and repatriation; corruption; unstable legal systems; changing political conditions; changes in mining and social laws and policies; social unrest on account of poverty or unequal income distribution; local ownership legislation; currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, the foreign jurisdiction or require equity participation by local citizens; and other risks arising out of foreign sovereignty issues.

The Company's interests in exploration and development properties are located in Papua New Guinea, a developing country, and therefore its mineral exploration and mining activities may be affected by political instability and governmental legislation and regulations relating to foreign investment and the mining industry. Papua New Guinea can often experience periods of civil unrest and instability. Changes, if any, in mining or investment laws or policies, political attitude or the level of stability in Papua New Guinea may adversely affect the Company's operations or profitability.

Due to the potential for criminal activity and civil unrest in Papua New Guinea, the Company may need to maintain a minimum level of security to protect its assets and personnel;

however, there is no guarantee that such measures will provide an adequate level of protection for the Company or its assets and personnel.

Limited Operating History

The Company has a limited operating history and its mineral properties are exploration stage properties. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues.

The current state of the Company's mineral properties require significant additional expenditures before any cash flow may be generated. Although the Company possesses an experienced management team, there is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that the Company can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Supply Chain Risks

Due to limited suppliers of equipment, materials, supplies and services available in Papua New Guinea, any disruption at supplier facilities could result in curtailment or suspension of activities. Any disruption in the transportation of or restriction in the flow of these goods or the imposition of customs clearance requirements may result in production delays.

The Company is also exposed to price volatility in respect of key inputs, such as fuel. Increases in global fuel prices can materially increase operating costs, erode operating margins and project investment returns. Conversely, a significant and sustained decline in world fuel prices may offset other costs and improve returns. The Company may also be exposed to worldwide political, economic or other risks and uncertainties, including a risk of war or civil unrest. In particular, the Company's business could be materially adversely affected by the conflict between Russia and Ukraine or any conflict involving China, which could in turn have potential impacts on commodity prices and negative implications on the financial markets. The effect of these factors cannot be predicted with any accuracy by the Company and its management.

Corruption and Compliance Risks

The Company is subject to certain Canadian and other anti-corruption laws and regulations (the "Anti-Corruption Legislation"). In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage.

According to Transparency International, Papua New Guinea is perceived as having fairly high levels of corruption relative to Canada. The Company relies, to a great extent, on the Company's local advisors in respect of legal, environmental compliance, banking, financing and tax matters in order to ensure compliance with material legal, regulatory and governmental developments as they pertain to and affect the Company's operations in Papua New Guinea. The Company cannot predict the nature, scope or effect of future regulatory requirements to which the Company's operations might be subject or the manner in which existing laws might be administered or interpreted. The Company's operations in the Papua New Guinea may create the risk of unauthorized payments or offers of payments by the

Company's employees, consultants or agents. Failure by the Company or its predecessors to comply with the applicable legislation and other similar foreign laws could expose the Company and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company's business, financial condition and results of operations. Likewise, any investigation of any alleged violations of the applicable Anti-Corruption Legislation by Canadian or foreign authorities could also have an adverse impact on the Company's business, financial condition and results of operations.

Relationship with Stakeholders Risks

As a mining business, the Company comes under pressure in the jurisdictions in which it operates to demonstrate that other stakeholders (including employees, communities surrounding operations and the countries in which it operates) benefit and will continue to benefit from the Company's commercial activities, and/or that the Company operates in a manner that will minimize any potential damage or disruption to the interests of those stakeholders. The Company may face opposition with respect to its current and future development and exploration projects which could materially adversely affect the Company's business, results of operations and financial condition.

Governments in many jurisdictions must consult with aboriginal peoples and local communities with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of Aboriginal people and local communities frequently require accommodations, including undertakings regarding employment, royalty payments and other matters. This may affect the Company's ability to acquire within a reasonable time frame effective mineral titles, permits or licences in the jurisdictions in which it operates and may affect the timetable and costs of development of the Company's mineral properties.

Further, certain non-governmental organizations ("NGOs"), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company's operations specifically, could have an adverse effect on the Company's reputation and financial condition and may impact its relationship with the communities in which the Company operates. They may also attempt to disrupt the Company's operations.

Licenses Risks

The Company's mineral exploration activities are subject to the issue, renewal and maintaining licenses from appropriate government authorities. Failure to renew, transfer or the loss of a license may impact the Company's operations. The Company is also required to meet minimum expenditure amounts on the exploration licenses to maintain them in good standing.

Financing Risks

The Company will require additional funding with no revenues from operations and expects to incur operating losses in future periods on exploration projects, new business opportunities and working capital costs. The Company has relied upon equity subscriptions to date and will