Spanish Mountain Gold Ltd.TSXV: SPA

Financial Information - Jun 30, 2026 (MD&A)

· Issued by Spanish Mountain Gold Ltd.


SPANISH MOUNTAIN GOLD LTD. Management Discussion and Analysis

For the three and six months ended June 30, 2026 and 2025 (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, 2026 and 2025 ("Financial Statements").

The Financial Statements have been prepared by management in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board, including International Accounting Standard ("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, 2025 and 2024 (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 material facts or omissions of material fact required to be stated or that it 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 represent 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, 2026 and 2025 are referred to as "YTD 2026" and "YTD 2025", respectively.

The Board of Directors approved the disclosure contained in this MD&A on August 31, 2026 ("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 www.spanishmountaingold.com as well as under the Company's profile on SEDAR+ at www.sedarplus.ca.

OVERVIEW

Spanish Mountain Gold Project

The Company is transitioning from an explorer to an emerging development stage company engaged in the acquisition, exploration, and development of mineral properties. The Company's primary asset is the Spanish Mountain property located 66 km northeast of Williams Lake, British Columbia ("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 has begun a Feasibility Study ("FS") and is targeting completion of the FS in H1 2028. In addition, while progressing to the FS, the Company plans to update its 2025 Preliminary Economic Assessment ("PEA") which included a Mineral Resource Estimate ("MRE") published on August 18, 2025. The updated 2026 PEA will include an updated MRE and is expected to be completed in Q4 2026. The 2026 PEA will incorporate all the drill results from the Winter 2025 Drill Program, the Fall 2025 Drill Program and drilling for the first several months of 2026.

The information gained from the positive 2025 drill results warranted additional drilling in 2026 (the 60,000 metre ("m") drill program) for the purpose of completing the 2026 FS. The planned 60,000 m drill program includes targeting near surface mineralization that could enhance production during the first 10 years of the proposed open pit mine.

During the review of historical geological results, the Company identified a significant anomalous presence of rutile containing titanium, a critical mineral in Canada. The Company engaged BBA Consultants to assess the potential to complete an inaugural titanium MRE and potential value add addition as a by-product to the proposed gold Project. The team of Qualified Persons ("QP") led by BBA Consultants is targeting a titanium MRE during Q4 2026.

FS

  • BBA Consultants have been engaged as the overarching Qualified Persons ("QP") for the Project FS, 2026 PEA Update and targeted inaugural titanium MRE evaluation. Moose Mountain Technical Services are the responsible mining and mine plan QP. BGC Engineering Inc. has been engaged to design the tailings, waste and water management plan as well as geotechnical design of the open pit, general site and plant location. Equity Exploration Consultants Ltd. are QP for the precious metals MRE and BBA is the QP for the potential rutile (titanium) mineralization. Other QPs include: pHase Geochemistry Inc. for geochemistry, W.M. Brazier for power supply, and Integrated Sustainability Consultants Ltd. for water treatment. A kick-off meeting was held in Q2 to coordinate and align the 2026 PEA Update, tradeoff studies and the FS incorporating all tasks into a master schedule with targeted completion by H1 2028. Geotechnical, hydrological, infill and extension drilling have commenced and are progressing towards targeted completion by the end of 2026. With the near surface favorable drilling results from the Orca fault zone, the team is aiming for higher-grade production in the first 10 years of the mine life with improved recoveries through an optimized flow sheet.

    The Project FS team has kicked off with the following updates:

    Environmental assessment and permitting: The Environmental Assessment ("EA") application process was placed on hold since 2023 (see discussion below). The Company continued communications with various stakeholders, including the provincial and federal regulators, First Nations and the nearby community of Likely, while continuing with baseline environmental work and addressing historical consultative feedback received through the EA application process with solutions incorporated into the new proposed mine outlined in the 2025 PEA. On March 10, 2026, the BC Environmental Assessment Office ("BCEAO") and Impact Assessment Agency of Canada ("IAAC") issued joint correspondence regarding the elapsed time since the BCEAO's section 13(5) notice and the potential termination of the Spanish Mountain Gold Project under section 39 of the Environmental Assessment Act ('the Act") . The Company responded on July 21, 2026, outlining activities undertaken since the notice and requesting to continue in the current EA process.

    In a letter dated August 27, 2026, the BCEAO accepted the plan proposed by Spanish Mountain Gold Ltd. to continue the EA and confirmed it is not pursuing termination under section 39 of the Act at this time. The plan includes continued engagement with First Nations, the public, and key stakeholders; submission of a draft Detailed Project Description ("DPD") in Fall 2026; and formal DPD in Q1 2027.

  • Exploration Drill program update: 19,737 m of drilling of a planned 28,825 m on the Main Deposit was completed with 2 drill rigs as at the end of Q2 2026. Positive drill results continue to target higher grades within resource pit boundaries near surface. Intercepts including 0.82 g/t over 252.3 m from 75.5 m for hole 26-DH-1390 (See news release dated July 27, 2027

    for more details). Drilling has now started on the K Zone where the Company previously encountered the highest-grade intercept in the Project's history (See news release April 24, 2025).

  • Geotechnical and hydrogeological: Two drill rigs, one sonic and one diamond drill, were mobilized to site and completed 1,004 m of drilling to provide geotechnical, geochemical and hydrogeologic information to support the feasibility study. BGC commenced work to support the drill programs and site investigation necessary to progress the Project towards a FS.
  • Wheaton Precious Metals Corp. Financing Tranche 2 Milestone Progress: A total of 26,356 m, or 43.9%, of the 60,000 m of drilling (which is one of the criteria to obtain the second instalment of the Wheaton Precious Metals royalty financing) has been completed as of August 28, 2026. A fifth exploration drill rig was mobilized on site as of July 14, 2026 and two more are targeted to arrive early Q4 2026 as drill rig and crew availability improves.
  • Metallurgy and Mineral Processing Optimization and Trade-off studies: In Q2 2026, selected samples underwent coarse particle flotation pre-concentration, extended residence time testing, and additional variability testing. The findings provide a stronger technical basis for the 2026 PEA update and FS trade-off studies and are expected to drive improvements in gold recovery and production, throughput, tailings management, water and power efficiency, and project costs through optimized flowsheet design.
  • 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. Work on the System Impact Study (SIS) Stage 3 with BC Hydro (the provincial electric utility provider) progressed for the proposed 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. The SMM will be connected to the proposed 74 km long 230 kV transmission line to be constructed by the Company.

Note, the Company targets to complete an updated PEA in Q4 2026 incorporating potential upside improvements that include consideration of: (i) resources from the Phoenix Deposit, which was not contemplated in the 2025 PEA, (ii) the addition of ore pre-concentration technology to the processing of mineralization to increase the average grade of mineralization processed and overall throughput, (iii) an updated 2026 MRE with results from the 2025 and 2026 drill program that focused on the Orca and K zone targets, and (iv) incorporate the higher long term gold price that has increased since the 2025 PEA and 2025 MRE were published.

Corporate

On April 20, 2026, the Company entered into a royalty agreement with Wheaton Precious Metals Corp ("Wheaton") ("Royalty Agreement"), pursuant to which Wheaton will acquire a 1.5% net smelter returns royalty ("NSR") on gold and silver production from the Spanish Mountain Gold Project for aggregate cash proceeds of US$55 million, to be paid in three installments. During the six months ended June 30, 2026, the Company received the first installment of US$22.5 million. The second Tranche is anticipated in Q4 2026 upon successful completion of the 60,000 m drill program noted above.

MINERAL PROPERTY Spanish Mountain Gold Project

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 62 contiguous mineral claims and 15 placer claims and covers an area of approximately 12,949 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 Deposit carrying significant gold mineralization is called the Main Deposit, which has been traced by drilling over a length of approximately 1700 m long, 800 m wide, and 300 m thick, and is open in all directions. Disseminated gold mineralization with a grain size typically less than 30 microns occurs predominantly within the graphitic black argillite often associated with pyrite and quartz. Visible gold also occurs within quartz veins, commonly reaching grain sizes of ~1 mm and locally exhibiting a coarse, nuggety character indicative of high-grade mineralization. These occurrences are frequently associated with pyrite, galena and sphalerite and are preferentially hosted by greywacke and volcaniclastic 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 such as the Orca fault target area (See March 10, 2026 press release).

The Company is focused on optimizing the scale and business case, while targeting to be one of the greenest gold mines in Canada, advancing the Project towards a construction decision in H1 2028.

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