Financial document (68aca515222e6847879cd5a3 URZ3 Energy Corp. MD 26A April 30 2025 FINAL SEDAR)

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED APRIL 30, 2025 TSXV: URZ

OTCQB: URZEF

TABLE OF CONTENTS

BACKGROUND 2

DESCRIPTION OF THE BUSINESS 2

OVERALL PERFORMANCE 2

MINERAL PROPERTIES 4

South Grass Valley4

Kelly Creek6

Awakening9

Athabasca Basin10

Dry Fork10

RESULTS OF OPERATIONS 11

QUARTERLY FINANCIAL INFORMATION 12

ANNUAL FINANCIAL INFORMATION 13

LIQUIDITY AND CAPITAL RESOURCES 13

OFF-BALANCE SHEET ARRANGEMENTS 14

EVENTS AFTER THE REPORTING PERIOD 14

RELATED PARTY TRANSACTIONS 14

OUTSTANDING SHARE DATA 16

FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS 16

CAPITAL MANAGEMENT 18

RISKS AND UNCERTAINTIES 18

LIST OF DIRECTORS AND OFFICERS 18

CRITICAL ACCOUNTING ESTIMATES 18

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS 19

NOTE REGARDING FORWARD-LOOKING STATEMENTS 19

The following Management Discussion and Analysis ("MD&A") prepared as of August 21, 2025 should be read in conjunction with the audited annual consolidated financial statements for the years ended April 30, 2025 and 2024, and the related notes thereto. Those audited annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional information related to URZ3 Energy Corp. (the "Company" or "URZ") is available for view on SEDAR+ at https://www.sedarplus.ca

The audited annual consolidated financial statements for the year ended April 30, 2025, filed on https://www.sedarplus.ca have been prepared on a going-concern basis which presumes the realization of assets and discharge of liabilities in the normal course of business. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company's continued existence is dependent upon the preservation of its interests in the underlying properties, the discovery of economically and recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise additional financing, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. The Company has not produced revenues from its exploration activities and does not have a regular source of cash flow. The Company will periodically have to raise funds to continue operations and, although it has been successful thus far in doing so there is no assurance it will be able to do so in the future. The Company estimates that it will need additional capital to operate for the upcoming year.

URZ3 Energy Corp. is a publicly traded junior mineral exploration company whose shares are traded on the TSX Venture Exchange ("TSX-V") and on the OTCQB marketplace ("OTCQB"). The Company is engaged in gold exploration focused in Nevada, USA and uranium exploration in Saskatchewan and Wyoming. The Company and its wholly owned subsidiary Pediment Gold LLC are referred to herein collectively as "the Company", "URZ", "our", or "we".

On April 10, 2024, the Company announced it had closed the acquisition of 35,467 hectares of mineral claims in Saskatchewan. The Company continues to examine opportunities in its quest to create shareholder value. Additionally, on February 26, 2025, the Company announced that it staked mineral claims covering approximately 890 acres in the uranium rich Powder River Basin in Wyoming.

During the year ended April 30, 2025, the Company maintained holdings at its Kelly Creek, South Grass Valley, and Bottle Creek projects.

During the year ended April 30, 2025, the Company rationalized its property portfolio by relinquishing non-core holdings and focusing its geological efforts and financial resources on its core Nevada property assets, such as South Grass Valley, as well as other opportunities in the resource sector.

In August 2024, the Company completed the payment of annual maintenance fees to the US Bureau of Land Management for certain claims covering priority drill targets at its Nevada properties. In total, 592 of what the

Company considers to be the most prospective claims were retained and 369 were relinquished, including all Awakening claims. The claims at the Company's flagship South Grass Valley Project were retained, together with the claims at the Bottle Creek Project. The Company relinquished certain claims at the Kelly Creek Project previously relinquished by its joint venture partner Austin American Corporation ("Austin"), a wholly owned subsidiary of Austin Gold Corp.

On May 13, 2024, the Company announced the appointment of Mark Kolebaba as President and Chief Executive Officer of the Company.

On May 28, 2024, the Company announced the formation of an advisory board comprised of former Uranerz Energy Corp. executives.

On June 13, 2024, the Company announced the completion of the Company's name change from Nevada Exploration Inc. to URZ3 Energy Corp.

On September 23, 2024, the Company announced with great sadness the passing of Company director Benjamin Leboe.

On October 23, 2024, the Company completed the first tranche of a private placement of 7,400,000 units at a price of

$0.11, for total gross proceeds of $814,000. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at an exercise price of $0.20 per share for 36 months. If, after four months plus one day from the closing date, the closing price (or closing bid price on days when there are no trades) of the Company's common shares is greater than $0.40 per share for 10 consecutive trading days, the Company may accelerate the expiry date of the warrants to the 30th day after the date on which it gives notice to the warrant holders of such acceleration, with such notice being the issuance of a news release by the Company announcing the acceleration of the expiry date. The securities issued at closing of the private placement were subject to a four month plus one day hold period, which expired on February 24, 2025.

On October 29, 2024, the Company completed the second tranche of a private placement of 600,000 units at a price of $0.11, for total gross proceeds of $66,000. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at an exercise price of $0.20 per share for 36 months. If, after four months plus one day from the closing date, the closing price (or closing bid price on days when there are no trades) of the Company's common shares is greater than $0.40 per share for 10 consecutive trading days, the Company may accelerate the expiry date of the warrants to the 30th day after the date on which it gives notice to the warrant holders of such acceleration, with such notice being the issuance of a news release by the Company announcing the acceleration of the expiry date. The securities issued at closing of the private placement were subject to a four month plus one day hold period, which expired on March 1, 2025.

On January 8, 2025, the Company's trading symbol on the OTCQB Venture Market in the United States was changed from NVDEF to URZEF.

On February 26, 2025, the Company announced that it staked mineral claims in the uranium rich Powder River Basin in Wyoming. The claims, which cover approximately 890 acres, are situated in the well established in-situ recovery (ISR) uranium district west of the Christensen Ranch (Uranium Energy Corp.) and Nichols Ranch (Energy Fuels Inc.) ISR mines. The claims comprise the Company's Dry Fork Project and are believed to host favorable geological structures suggesting prospectivity for uranium exploration.

On May 7, 2025, the Company announced the appointment of Paul Goranson as a member of the Board of Directors. Mr. Goranson has over thirty-seven years of mining, processing, marketing, and regulatory experience in the uranium extraction industry that includes both conventional and in-situ recovery (ISR) mining.

On June 2, 2025, the Company completed a private placement of 10,000,000 units at a price of $0.11, for total gross proceeds of $1,100,000. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at an exercise price of $0.20 per share for 36 months. If, after four months plus one day from the closing date, the closing price (or closing bid price on days when there are no trades) of the Company's common shares is greater than $0.40 per share for 10 consecutive trading days, the Company may accelerate the expiry date of the warrants to the 30th day after the date on which it gives notice to the warrant

holders of such acceleration, with such notice being the issuance of a news release by the Company announcing the acceleration of the expiry date. The securities issued at closing of the private placement were subject to a four month plus one day hold period, expiring on October 3, 2025.

The Company directly holds unpatented mining claims and other mineral interests in the following primary properties:

In addition, the Company leases approximately 14.2 km2of private land under a Mining Lease Agreement.

As stated above, during the year ended April 30, 2025, the Company rationalized its property portfolio by relinquishing some holdings.

On September 1, 2022, the Company, through its wholly owned subsidiary Pediment Gold LLC, signed Royalty Agreements (collectively the "Royalty Agreements") with Bronco Creek Exploration Inc, a wholly owned subsidiary of EMX Royalty Corporation ("EMX").

Under the terms of the Royalty Agreements:

1. Pediment Gold LLC will sell a 2% net smelter return royalty ("NSR") covering its current portfolio of Nevada gold projects (the "Royalty") to EMX for a purchase price of $500,000 USD. The Kelly Creek NSR is effective if Austin does not exercise its option to earn in and joint venture the property and is subject to any third party right of first refusal that may exist.

2. Pediment Gold LLC has the right to buy back half of EMX's 2% NSR by purchasing a 0.5% NSR interest for $1,000,000 USD any time prior to the 7thanniversary of the Agreement and then, if the first NSR interest is purchased, purchasing the second 0.5% NSR interest any time prior to production for

   $1,500,000 USD.

3. In the case that Pediment Gold LLC options, farms out, or sells a project subject to the Royalty to a third party, Pediment Gold LLC shall be required to pay EMX annual advance royalties as follows:

   $20,000 USD on the first anniversary, $30,000 USD on the second anniversary, $40,000 USD on the third anniversary, and $50,000 USD on the fourth and subsequent anniversaries.

4. Subject to complying with notice provisions in the Royalty Agreements, Pediment Gold LLC may abandon claims and such abandonment will not require payment of advance royalties.

South Grass Valley

The South Grass Valley Project is located in Lander County, north-central Nevada, approximately 50 kilometres south southwest of Nevada Gold Mines's Cortez complex. The Company has a 100% interest in 399 claims at South Grass Valley.

The South Grass Valley Project is situated proximal to the Cortez (Battle Mountain - Eureka) Trend, within the specific region of north-central Nevada known for CTGDs defined to the west by the western extent of reactive lower-plate carbonate host rocks, and to the east by the eastern limit of unreactive upper plate cap rocks. Within this region, major

gold mineralization is associated with areas where rising gold-bearing hydrothermal fluids reacted with the favourable lower-plate host rocks.

Two bedrock outcrops spaced 5 km apart at the South Grass Valley Project exhibit CTGD-style alteration and geochemistry within a 700-metre-thick sequence of lower-plate carbonate host rocks immediately below the Roberts Mountains Thrust. Based on gravity and air magnetic geophysics, these favourable host rocks project under relatively shallow cover across a large portion of the project. This large area of favourable geology is intersected by a N-S high-angle fault corridor that projects under the cover from the exposed range front based on mapping and gravity geophysics, providing a potential major conduit to expose the known favourable host rocks to mineralized hydrothermal fluids.

Using its hydrogeochemistry exploration technology, from 2012 to 2013 the Company collected groundwater samples across South Grass Valley, and delineated a target defined by elevated concentrations of gold and CTGD trace-element geochemistry. This was an important step for the project, because whereas many earlier groups had recognized the potential to discover new gold deposits in the lower-plate host rocks within South Grass Valley, for the first time, URZ positively delineated a discrete target within the valley defined by elevated concentrations of gold and supporting geochemistry characteristic of CTGDs.

From November 2017 to January 2018, URZ completed 69 infill groundwater sampling boreholes at South Grass Valley to follow up on a gold-in-groundwater anomaly identified during its regional-scale, generative program. The objectives of URZ's infill program were to establish the extent, size, and magnitude of the gold-in-groundwater footprint at South Grass Valley and its relationship to the larger prospective geologic setting, and build support for a deeper drilling program. In total, URZ has now completed 135 boreholes across the project area, collecting samples from most boreholes at multiple depths, for a total of 234 groundwater samples.

The results of URZ's infill borehole program defined a focused 1,000 x 4,000 metre N-S oriented zone of enriched gold, arsenic, antimony, mercury, thallium, and sulfate in groundwater, representing a hydrogeochemistry footprint consistent in size and magnitude (with gold up to +1 ppb) with those seen around Lone Tree and Twin Creeks, large known gold deposits, as well as at URZ's Kelly Creek Project. Importantly, this zone of enrichment is coincident with the projected intersection of the major N-S high-angle fault corridor and lower-plate carbonate host rocks known to exist at the project.

In March 2018, to build confidence on the extent of the projections of the thick sections of lower plate containing CTGD-style alteration and geochemistry and under cover from where they are exposed in outcrop, the Company commissioned a 991 line-km fixed-wing airborne magnetic survey across the project, covering 124 sq. km. At the regional scale, the results of the survey showed a pronounced NW-SE fabric, consistent with the strike of the fold axes known to control mineralization elsewhere along the Cortez Trend, including at Barrick's Goldrush deposit. At the project scale, the magnetic response across the exposed bedrock areas showed a strong correlation with mapped units, specifically with the higher-magnetic intrusive and volcanic units, and the lower-magnetic carbonate units, which provided confidence in the interpretation of the survey across the covered bedrock areas.

Based on the projections of the exposed geology and the survey results, the combined interpretation has resolved the covered portion of the project into separate geologic domains. Most significantly, the survey defined a 15 sq. km magnetic low extending under cover from one of the exposed bedrock outcrops containing a thick sequence of lower-plate carbonate host rocks, which the Company believes corroborates the projection of these favourable host rocks beneath the project.

This early work strengthened the exploration concept that the project could support a major CTGD, defined by a focused zone of enriched gold in groundwater coincident with the projected intersection of favourable lower-plate carbonate host rocks and a major high-angle fault corridor. Based on the size of target, the Company believed it to be both large enough to support a district-scale mineral system, as well as suitably constrained to proceed with a stratigraphic orientation drilling program.

From October 2018 through September 2019, the Company completed a series of relatively deep, wide-spaced diamond core drill holes to collect stratigraphic and geologic information across a more than 3.5 kilometre-long corridor through the project. Based on the results of the core drilling, the Company believes it has discovered a Carlin-type mineral system at South Grass Valley with the architecture and scale to support an entire new district.