MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Nine Months Ended July 31, 2026
Description of Management's Discussion and AnalysisThe purpose of this Management's Discussion and Analysis ("MD&A") is to explain management's point of view regarding the past performance and future outlook of Tower Resources Ltd. (the "Company" or "Tower"). The following MD&A provides a review of activities, results of operations and the financial condition of the Company for the nine months ended July 31, 2026. This MD&A should be read in conjunction with the Company's condensed interim financial statements and related notes for nine months ended July 31, 2026 ("Financial Statements") and the audited financial statements and related notes thereto for the year ended October 31, 2025. The following discussion is dated and current as of September 29, 2026. This MD&A contains forward-looking information and statements which are based on the conclusions of management. The forward-looking information and statements are only made as of the date of this MD&A.
All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.
The Company's certifying officers, based on their knowledge, having exercised reasonable diligence, are responsible to ensure that these filings do not contain any untrue statement of a material fact or omit to state a 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, with respect to the period covered by these filings, and these Financial Statements together with the other financial information included in these filings. The Board of Directors approves the Financial Statements and MD&A and ensures that management has discharged its financial responsibilities. The Board's review is accomplished principally through the Audit Committee, which meets periodically to review all financial reports, prior to filing.
Forward Looking StatementsCertain disclosures contained in this MD&A may constitute forward-looking information. This is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic conditions and courses of action which is inherently uncertain. All information other than statements of historical fact may be forward-looking information.
Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources, the geology, grade and continuity of mineral deposits, the possibility that future exploration and development results will not be consistent with the Company's expectations, and the outbreak of an epidemic or a pandemic, or other health crisis and the related global health emergency affecting workforce health and wellbeing. Some other risks and factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A are described under the heading "Risks and Uncertainties".
Readers are cautioned that any such listings of risks are not, and in fact cannot be, complete. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The Company believes the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A.
The forward-looking information contained in this MD&A is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.
Description of Business and Discussion of OperationsThe Company is incorporated under the Business Corporations Act (British Columbia) and is listed on the TSX Venture Exchange ("TSX-V") under the symbol TWR. The principal business of the Company is the acquisition and evaluation of exploratory projects with the potential for economic viability in British Columbia, Canada. The Company's head office and principal address and registered and records office is located at 2054 Dowad Drive, Squamish, BC, V8B 0Y8.
The Company is a Canadian based mineral exploration company focused on the discovery and advancement of economic mineral projects in the Americas. The Company's key exploration assets are located in British Columbia, Canada. They include the Rabbit North copper-gold porphyry project located between the New Afton and Highland Valley Copper mines, the Nechako Gold project near Artemis' Blackwater project, and the More Creek gold project in the Golden Triangle area.
The Company's current exploration focus is for gold and porphyry copper-gold deposits at Rabbit North and gold deposits at More Creek.
Overall performance
Operating expenses for the nine months ended July 31, 2026 were $609,653 versus $515,789 in the comparative period ended July 31, 2025. Expenses have remained relatively consistent, with the exception of consulting fees, management fees, and share-based compensation, as the Company continues to minimize operating costs and conserve its cash for advancing the Rabbit North and More Creek projects. Changes are further discussed in the "Results of Operations" section.
The Company had a net decrease in cash of $610,343 during the nine months ended July 31, 2026, for a cash balance as at July 31, 2026 of $1,819,218. The decrease in the current period is primarily attributable to funds spent for work performed on Rabbit North, which was offset by funds received from financings and the exercise of warrants. Refer to the "Summary of Exploration Activities" for discussion of the expenditures and properties.
Corporate activities
In December 2024, the Company issued 5,333,334 units at a price of $0.15 per unit for gross proceeds of $800,000. Each unit was comprised of one flow-through common share and one-half of one share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at an exercise price of $0.25 per share for a period of 24 months. The Company paid a total of $48,000 in cash for fees and issued 320,000 finder's warrants. Each finder's warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.25 per share for a period of 24 months.
In October 2025, the Company issued 8,628,000 common shares at a price of $0.25 per unit for gross proceeds of $2,157,000. The Company paid a total of $137,624 in cash for fees and issued 512,400 finders' warrants. Each finder's warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.25 per share for a period of 12 months.
During the year ended October 31, 2025, the Company issued 1,700,000 common shares for proceeds of $195,500 pursuant to the exercise of options.
In July 2026, the Company issued 6,000,001 flow-through common shares at a price of $0.18 per flow-through common share for gross proceeds of $1,080,000. The Company paid a total of $64,700 in cash for fees and issued 359,999 finders' warrants. Each finder's warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.16 per share for a period of 12 months.
In July 2026, the Company issued 4,001,250 units at a price of $0.16 per unit for gross proceeds of $640,200. Each unit was comprised of one flow-through common share and one-half of one share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at an exercise price of $0.25 per share for a period of 12 months. The Company paid a total of $20,274 in cash for finder's and other fees and issued 130,875 finder's warrants. Each finder's warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.16 per share for a period of 12 months.
Description of Business and Discussion of Operations (continued)Corporate activities (continued)
During the nine months ended July 31, 2026, the Company issued 1,822,000 common shares for proceeds of $327,960 pursuant to the exercise of warrants.
Summary of Exploration ActivitiesDuring the nine months ended July 31, 2026, the Company incurred $2,057,550 in exploration and evaluation asset expenditures compared to $496,031 for the corresponding nine months ended July 31, 2025.
The following is a breakdown of the components of the Company's exploration and evaluation assets, on a property by property basis, for the nine months ended July 31, 2026:
Rabbit North | Nechako Gold | More Creek | Total | |
$ | $ | $ | $ | |
Balance, October 31, 2025 | 6,754,621 | - | 132,612 | 6,887,233 |
Acquisition costs | 30,000 | - | - | - |
Deferred costs | ||||
Drilling | 1,219,340 | - | - | 1,219,340 |
Field travel, meals, and accommodations | 35,083 | - | - | 35,083 |
Geology | 361,776 | - | - | 361,776 |
Laboratory and analytical | 184,642 | - | - | 184,642 |
Project supplies and fuel | 226,709 | - | - | 226,709 |
Additions for the period | 2,057,550 | - | - | 2,057,550 |
B.C. mineral exploration tax credit recovery ("BCMETC") | (13,207) | - | (64) | (13,271) |
Balance, July 31, 2026 | 8,798,964 | - | 132,548 | 8,931,512 |
Rabbit North property
The Rabbit North property, acquired in 2013, was initially comprised of 34 mineral tenures covering 16,400 hectares of which 2,850 hectares were optioned from private individuals and the remainder were staked by the Company. The staked claims are known as the Rabbit North Extension property.
The Company earned a 100% interest in the optioned portion of the property by making cash payments of $170,000, issuing 1,300,000 common shares, and funding aggregate exploration expenditures of $2,150,000. The vendors also hold a 3% net smelter return royalty ("NSR"), of which 1% of the 3% may be purchased by the Company for $2,000,000 and the second 1% of the 3% may be purchased by the Company for $1,500,000.
In March 2017, the Company entered into a royalty buyback assignment agreement with Sandstorm Gold Ltd.(1) ("Sandstorm") pursuant to which it assigned to Sandstorm the Company's right to purchase the second 1% of the Company's 2% buyback rights with respect to the optionors' NSR. Under the terms of the agreement, the Company received $50,000. If the Company makes a decision to develop the Rabbit North property and put it into production, the Company has agreed to exercise its right to buy back 1% of the NSR, contingent upon Sandstorm exercising its right to buy back the second 1% (as assigned to it), whereupon the Company will grant directly to Sandstorm a 1% NSR. As at July 31, 2026, the Company had paid a total of
$270,000 in advance annual royalty payments.
(1) On October 20, 2025, Royal Gold Inc. ("Royal Gold") completed a plan of arrangement with Sandstorm whereby Royal Gold indirectly acquired all the issued and outstanding common shares and royalties of Sandstorm.
Summary of Exploration Activities (continued)
Rabbit North property (continued)
In March 2017, the Company entered into a second NSR agreement with Sandstorm. Under the terms of this agreement, the Company received $150,000 in return for granting Sandstorm a 2% NSR on the Rabbit North Extension property. The Company has the option to buy back 1% of the NSR from Sandstorm for cash consideration of $500,000.
The property is located in the Kamloops mining district in south-central B.C., between the New Afton underground porphyry Cu-Au mine and the Highland Valley open pit porphyry Cu-Mo mine. It is centered on the alkalic Durand Stock which measures 2 x 3 km and is compositionally similar to and of the same age (Late Triassic) as the intrusion that hosts the New Afton deposit. Previous exploration within the stock identified several zones of porphyry Cu-Au mineralization that appear to be of limited size and grade but drilling by the Company in 2017 encountered a more strongly and continuously mineralized zone - Western Magnetite - in the volcanic rocks along the western margin of the stock, including a 247 m vertical intersection averaging 0.51% Cu and 0.34 g/t Au in hole RN17-015.
In 2021, the Company's exploration focus at Rabbit North changed from porphyry Cu-Au deposits to shear-hosted orogenic Au deposits. This change was triggered by the identification of strong gold grain anomalies in two till heavy indicator mineral surveys performed by the Company in May and October of that year over and southeast of (i.e. down the former glacial ice flow path) the Durand Stock. The objective of these surveys was to utilize gold grains, eroded from the tops of the porphyry Cu-Au zones by the ice sheet during glaciation and dispersed down-ice into the sediments (till) that were deposited beneath the ice, to locate any mineralization now hidden by the till and having a stronger gold grain dispersal signature than the known Cu-Au occurrences ‒ and thus potentially being of a significantly larger size and/or higher Au grade.
The initial, reconnaissance-scale survey in May identified a major gold-grain dispersal train wider than the Durand Stock and extending up to 10 km down-ice. In the October survey, more detailed sampling was performed within the northwestern (i.e. most source-proximal) part of the train. Two distinct sub-trains ‒ Dominic Lake and Central ‒ were identified between the stock and Durand Creek to the west, and a third, weaker train ‒ Durand Valley ‒ was outlined along the west side of the creek. Both the Dominic Lake and Central Trains were much stronger than known trains from economic porphyry Cu-Au deposits and lacked any Cu indicator minerals, suggesting derivation from a higher-grade, Au-only style of mineralization.
The 2021 till sampling extended up-ice close to but still a few hundred metres short of the sources of the strong Dominic Lake and Central dispersal trains. Consequently, their sources were located by probing with a diamond drill. The first source ‒ the Lightning Zone which is responsible for the western part of the 500-m-wide Dominic Lake Train ‒ was located on the third diamond drill hole in December 2021, just seven months after the first till samples were collected. This hole, No. RN-21-026, returned a 93.2 m intersection averaging 1.42 g/t Au.
The Au mineralization in the Lightning Zone was found to be hosted by strongly sheared and pyritized andesitic tuffs of the Nicola Group and to be devoid of Cu, clearly demonstrating that it is of the orogenic rather than porphyry type. In 2022, the Lightning Zone was intersected in four more drill holes at a similar Au grade of ±1.5 g/t, with the best intersection being 138.0 metres @ 1.55 g/t Au. Dating of syn-mineralization porphyry dykes showed that the orogenic Au event occurred ~65 million years after the porphyry Cu-Au event and in a very different geological setting.
In February 2023, diamond drilling at the head of the Central Train, ~400 m west of the Lightning Zone, located two higher-grade gold zones, Thunder North and Thunder. The discovery hole at Thunder North, No. RN-23-39, returned a 25.7 m intersection averaging 2.04 g/t Au, excluding a 4.6-m, post-mineralization dyke in the middle of the gold zone. The discovery hole at Thunder, No. RN-23-41, intersected two mineralized intervals 10 m apart ‒ 13.3 m averaging 3.28 g/t Au and 10.1 m averaging 2.16 g/t Au. The same hole intersected a new zone of the geologically older porphyry Cu-Au mineralization that also contained significant molybdenum. However, follow-up drilling in 2023-2024 on the Cu-Au-Mo zone ‒ named Rainbow ‒showed that is of limited size.
