Financial Information - Jun 30, 2025 (MD&A)

For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

The following is management's discussion and analysis ("MD&A") of the financial condition and results of operations of Spanish Mountain Gold Ltd. (the "Company") and its subsidiary. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements, including the notes thereto, for the three and six months ended June 30, 2025 and 2024 ("Financial Statements").

The Financial Statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee, including International Accounting Standards ("IAS") 34 Interim Financial Reporting. In addition, the MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2024 and 2023 (the "Annual Financial Statements"), as some disclosures from the Annual Financial Statements have been condensed or omitted. Unless otherwise stated, all amounts are presented in Canadian dollars which is the functional currency of the Company and its subsidiary. References to US$ are to United States dollars. Other information contained in this document has been prepared by management and is consistent with the data contained in the Financial Statements.

The Company's certifying officers are responsible for ensuring that the Financial Statements and MD&A do not contain any untrue statements of a material fact or omissions of material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's certifying officers certify that the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company as at the date of and for the periods presented in the filings.

In this MD&A, the words "we", "us", or "our", collectively refer to the Company and its subsidiary. The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. The first six months of a year are referred to as "H1" and the last six months of a year as "H2". The six months ended June 30, 2025 and 2024 are referred to as "YTD 2025" and "YTD 2024", respectively.

The Board of Directors approved the disclosure contained in this MD&A on August 29, 2025 ("MD&A Date").

The Company's Board of Directors provides an oversight role with respect to all public financial disclosures by the Company.

Management is responsible for the preparation and integrity of the Company's Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is responsible for ensuring that information disclosed externally, including the information contained within the Company's Financial Statements and MD&A, is complete and reliable.

Additional information relating to the Company including its Financial Statements may be found on the Company's website at https://www.spanishmountaingold.com as well as under the Company's profile on SEDAR+ at https://www.sedarplus.ca.

Spanish Mountain Gold project

The Company is an exploration and development stage company engaged in the acquisition, exploration and development of mineral properties. The Company's primary asset is the Spanish Mountain property located approximately 180 kilometres ("km") north of Kamloops, British Columbia ("BC") and 66 km northeast of Williams Lake, BC. The Spanish Mountain property refers to the contiguous mineral and placer claims the Company holds while the Spanish Mountain gold project (the "Project") refers to the mineral resource that the Company has defined in an area within the property. The Company's focus is to advance the development of the Project and conduct further exploration programs on the property.

The Company completed a Pre-Feasibility Study ("PFS") of the Project in 2021, which has now been superseded by an updated MRE and Preliminary Economic Assessment ("PEA") published on August 18, 2025.

In 2022, based on the 2021 PFS, the Company advanced the environmental assessment ("EA") and permitting processes. The Initial Project Description ("IPD") and Early Engagement Plan ("EEP") for the Project were submitted in March 2022 to the BC Environmental Assessment Office ("BCEAO") and the Impact Assessment Agency of Canada ("IAAC"). Both the provincial and federal agencies accepted the documents within the same month without requesting amendments. The issuance of the Summary of Engagement by BCEAO and the Joint Summary of Issues and Engagement by IAAC on June 23, 2022 completed the early engagement period. The draft Detailed Project Description ("DPD") was submitted to the provincial and federal agencies in December 2022 to initiate the Readiness Decision stage of the EA process. During this phase, the draft DPD was reviewed by the Technical Advisory Committee, participating First Nations, and federal authorities, leading to preparation of the final DPD on which the readiness decision will be based. A readiness decision was previously expected to be received around the end of April 2023, but the Company has chosen to delay completion of this process phase, and finalization of the DPD. In 2023, the Company chose to suspend submission of the final DPD and undertake additional geological work and a detailed review of the PFS to further optimize the Project. During 2023 and 2024 this additional review work continued and the Company in Q3 2024 decided to produce a new PEA completed in Q3 2025. This review and the new PEA may result in changes to the project plan that will need to be incorporated into a new draft DPD prior to completion of the review and finalization by the agencies.

The Company continued active engagement with First Nations and other communities critical for the success of the EA process and is pleased to support the full involvement of the First Nations. Prior to the submission of the IPD, management conducted pre-submission review with three First Nations (Lhtako Dené, Williams Lake and Xatśūll) whose traditional territories include the Project area. The Company signed an Engagement Protocol Agreement with Xatśūll First Nation in October 2021 and proceeded with the process of completing a Life-of-Mine Relationship Agreement with Williams Lake First Nation and the aforementioned Nations.

The Company's review of the Project was substantially completed by the end of Q2 2024 and in Q3 2024, the Company awarded to and began work on a new PEA, MRE and joint MRE-PEA NI-43-101 Technical report with several consultants, led by Ausenco, as the overarching QP lead. The now completed 2025 PEA and MRE incorporated the results of additional exploration drilling conducted during 2024, and improvements to further enhance the Project's economics and viability in several areas including power, geology, mineral processing, water management and treatment, tailings, various pit scenarios and electrification of mining alternatives.

• Environmental assessment and permitting: The EA remained on hold, but the Company has initiated communication with First Nations and the nearby community of Likely.
• New PEA and MRE:

  • A new MRE was produced based on the 199,000 metres of relogged core, geophysical, and geochemical work done over the past two years. The MRE was based on a new more constrained geologic understanding of the Main Deposit, with new lithology.

  • Ausenco completed a financial analysis working with Moose Mountain Technical Services Ltd, the inputs from the other PEA QPs, and the conclusions of the Whittle Consulting Enterprise Optimization that concluded the optimal proposed mining operation, given the new MRE, was a 26,000 tonne per day operation.

    Metallurgy and Mineral Processing: Phase 2 coarse ore flotation variability testing on low grade mineralization was completed which confirmed anticipated grind recovery curves that were used in the mining scenarios and cashflow trade off analysis leading to the optimal proposed mine production scale. These results were incorporated in a new improved flowsheet for the PEA. The benefit of a coarser tailing particle size allowed for an innovative, integrated, sustainable tailings, mine waste and water management facility using dry stack tailings. The Company is looking at ways of improving the Project economics even further going forward and is considering ore sorting. ABH Engineering Inc. previously completed a scoping level ore sorting study and report that concluded the Spanish Mountain Gold project resource is amenable to ore sorting. The company plans to conduct follow up tests of various ore types to assess the potential inclusion of ore sorting and expansion scenarios for the proposed mining operation.
• Power, Electrification, lowering carbon intensity and green-house gas emissions: The Project's location is supported by excellent infrastructure including connectivity to the provincial power grid supplied with low-cost, renewable hydro power. The System Impact Study (SIS) Stage 2 Conceptual Design with BC Hydro (the provincial electric utility provider) was started in Q1 2025. The study is for the engineering and construction of a new BC Hydro 230 kilovolt ("kV") substation (SMM) to be located at the interconnection point near the BC Hydro McLeese Lake capacitor substation that will be connected to the 74 kilometer long 230 kV, transmission line constructed by the company. The estimated cost of the power line is included in the PEA capital expenditures. The PEA utilizes electrified drills and shovels. Electric haul trucks are commercially available, but equipment manufacturer capital and operating cost estimates were not available and therefore an electric truck fleet was not included in the PEA. Through collaboration with BC Hydro, other opportunities have been identified for consideration in the next economic study. These opportunities could include electrification and automation of mining and material handling solutions such as: trolley assist haul trucks, material handling by conveyors, battery powered support equipment and other energy efficient equipment. The PEA utilized conventional diesel haul trucks but could utilize renewable diesel to minimize the carbon footprint of the proposed mining operation.
• Geotechnical and hydrogeological: BGC was engaged to evaluate, improve upon and de-risk the tailings, water and waste management facilities. The new PEA, based on their recommendation utilizing dry stack tailings, is estimated to reduce the water discharge by approximately 50% at peak improvement, and provide a more flexible tailings solution where tailings can be placed as landforms around other infrastructure and potential future mineralization additions to the mine plan such as the Phoenix Deposit.
• Favorable Economics: The 2025 PEA financial model concluded favorable economics with a Base case after-tax NPV5% of C$1,025 million with an after-tax IRR of 18.2% and 3.2-year payback, using a gold price assumption of US$2,450/ounce ("oz"). Using a spot gold price of US$3,300/oz gold, after-tax NPV5% increases to C$2,315 million with the after-tax IRR increasing to 32.0% and payback reducing to 2 years (see press release dated July 3, 2025 for more details).
• Phoenix Initial Resource Estimate: The Company undertook additional drilling on the previously identified Phoenix Deposit. Based on 14 drill holes Equity Exploration, an independent QP, produced an MRE for the Phoenix deposit estimating approximately 357,000 ounces of inferred gold resources. These additional ounces were not included in the financial model produced for the 2025 PEA. The company anticipates follow up drilling, sampling and metallurgical test work to support a tradeoff analysis to determine if ore sorting can potentially uplift the Phoenix Deposit feed grade to the PEA mill thereby adding to the higher grade early mine production similar to the first 5 years of high cashflow production proposed in the PEA Life of Mine plan.

Corporate

On January 24, 2025, the Company engaged Red Cloud Financial Services to provide media and marketing services for the Company.

On January 27, 2025, the Company listed on the OTCQB venture market under the symbol, "SPAUF".

On March 19, 2025, the Company engaged German Mining Networks GMBH to provide marketing and investors relations services in Europe.

On June 9, 2025, the Company granted 2,860,500 stock options to officers and directors of the Company and 221,500 stock options to employees and consultants at an exercise price of $0.175 and will vest over 10 years.

On July 3, 2025, the Company announced the results of a PEA, including an updated MRE, for the Project. On August 18, 2025 the Company posted the 2025 PEA Technical Report and MRE on SEDAR+ and on the company's website.

On July 22, 2025, the Company announced the completion of the debt settlement with Whittle Consulting Ltd. whereby Whittle Consulting Ltd. received 2,110,919 common shares plus $14,320 cash payment as consideration for amounts owing for services rendered during 2024 and 2025.

On August 11, 2025 the Company announced an upsized Offering for $6,000,000 from the August 7, 2025 initial announced Offering a combination of regular Units made up of a common share and a full warrant, Flow-through Units made up of a common share and one half of a warrant, and Charity Flow-through Units made up of a common share and a full warrant (see the August 11, 2025 press release for more details). On August 27th, 2025 the Company announced the closing of a $7.2 M brokered private placement financing.

The Spanish Mountain property is located in the Cariboo region of central BC, 6 km east of the village of Likely, and 66 km northeast of the City of Williams Lake, a key supply hub for multiple mines and projects in the region. The property, which comprises approximately 55 contiguous mineral claims and 15 placer claims and covers an area of approximately 13,733 hectares and 2,240 hectares respectively, is 100% owned by the Company.

The property can be reached from Williams Lake via a paved secondary road that leaves Highway 97 at 150 Mile House, approximately 16 km south of Williams Lake, and continues for 87 km to the village of Likely. From Likely, the property is accessed from the Spanish Mountain Forest Service Road 1300.

The Company has been actively conducting drilling and other exploration activities on the property since 2005. The Spanish Mountain gold deposit is situated at or close to surface and amenable to open pit mining methods as defined in the 2025 PEA. The largest zone carrying significant gold mineralization is called the Main Deposit, which has been traced by drilling over a length of approximately 1,700 m long, 800 m wide, and 300 m thick. is open in all directions. Disseminated gold mineralization with a grain size typically less than 30 microns occurs predominately within the graphitic black argillite often associated with pyrite. Sometimes visible free gold occurs within quartz veins that cross-cut multiple lithologies. Recent geological and geophysical data re-interpretation has determined that the relationship between northwest trending structures (faults and bedding) and north-northeast trending structures are critical controls for mineralization. These geological controls, especially how they relate to high-grade mineralization, will assist with future drill program targeting of mineralization within the pit shell and for possible extensions of the deposit.