IC Capitalight : Financial Statement

IC CAPITALIGHT CORP.

Management's Discussion and Analysis (MD&A)

For the three months ended March 31, 2024 and 2023

Expressed in Canadian Dollars

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute forward-looking information within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans," "expects," or "does not expect," "is expected," "budget," "scheduled," "goal," "estimates," "forecasts," "intends," "anticipates," or "does not anticipate," or "believes" or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur," or "be achieved".

Forward-looking information includes, but is not limited to, information with respect to certain expectations regarding the fair value of the Company's investments and management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this report. These are based on current expectations, estimates and assumptions that involve known and unknown risks, uncertainties and other factors that could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements. These risks include, but are not limited to, access to sufficient capital, legal and accounting risks, potential loss of key personnel, sales and marketing issues, operating cost overruns, technology issues, title disputes and compliance with various regulators. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of our research products (3) a decreased value of our investments, (4) inability to locate, acquire or divest of mineral property interests, (5) the uncertainty of our operating costs, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward- looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company's expected financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes.

The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below.

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") dated May 30, 2024 of IC Capitalight Corp. ("Capitalight", "we", "our" or "the Company") should be read in conjunction with Company's condensed interim consolidated financial statements ("Financial Statements") for the three months ended March 31, 2024 and 2023, that were prepared in accordance with International Financial Reporting Standards ("IFRS") International Accounting Standard as issued by the International Accounting Standards Board ("IASB").

All amounts are in Canadian dollars, unless otherwise indicated.

EXECUTIVE SUMMARY

Capitalight is incorporated under the British Columbia Business Corporations Act and its common shares are listed on the Canadian Securities Exchange (the "Exchange") under the symbol "IC". The Company has a fiscal year-end of December 31, and its registered office is at 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8.

Capitalight is a merchant bank that pursues value-based investment opportunities in accordance with its investment policies. Business investments consist of Capitalight Research Inc. ("Capitalight Research"), a wholly owned subsidiary that publishes proprietary subscription-based research focused on (1) equity technical analysis, (2) fundamentals of gold, silver, and critical metals sectors, and (3) North American economic environment. Capitalight Research generates recurring revenues and is expected to generate positive operating cash flows in 2023. Mineral exploration investments consist of the exploration and evaluation stage Blue Lake Cu-Ni-Pt-Pd property near Schefferville, Quebec. Investments of marketable securities consist of the equities of a gold exploration company.

Business Strategy

The business strategy consists of the following:

• Realize value from its investment in Capitalight Research.
• Realize value from its investment in mineral properties.
• Capitalize on other investment opportunities as they arise.
• • 2 -

The Company accepts the risks that are inherent to pursuing investment returns. These risks are discussed in greater detail in the Risk Factors section of this MD&A.

HIGHLIGHTS AND MILESTONES

The following section contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. The manner and extent that the pandemic, and measures taken as a result of the pandemic by governments and others, will affect the Company in ways that cannot be predicted with certainty. See the Cautionary Statement Regarding Forward-LookingInformation in this MD&A for a discussion of assumptions and risks relating to such statements and information and a discussion of certain risks facing the Company relating to the pandemic.

Highlights

On May 19, 2023, the Company announced the acquisition of all of the historical resources on the Blue Lake property through the acquisition of additional mineral claims from a vendor and the awarding of five fractional mineral claims. The Blue Lake property now consists of 281 contiguous mineral claims.

On November 22, 2023, the Company announced the resignation of Marc Johnson as Chief Financial Officer and as a Director, and the appointment of Bryan Loree as Chief Financial Officer.

Milestones

During the next 12 months, the Company will focus on the following:

• Initiate an exploration program at the Blue Lake property.
• Realize value from the investment in marketable securities.
• Grow the Capitalight Research subscriber-base to achieve profitability in 2024.
• Commence a focused search for business and investment opportunities to enhance the Company's financial strength

EXPLORATION AND EVALUATION PROPERTIES

Blue Lake Property (Cu-Ni-Pt-Pd)

On June 30, 2008, the Company entered into an option agreement to earn a 100% interest in the Blue Lake (formerly the Retty Lake Property) copper-nickel-PGM exploration property, which is located northeast of Schefferville, Quebec. On February 12, 2013, the Company completed the earn-in by completing a 2,377-line km VTEM and a 1,767-line km ProspecTEM airborne survey, which showed anomalous EM responses in the region of the historic Blue Lake mineral deposit (this historic deposit is hosted on claims not held by the Company). These claims are subject to a 3% net smelter return royalty ("NSR"), which is subject to a buy-back right to repurchase the NSR for $3,000,000 and a 30-dayright-of-first-refusal by the Company to acquire all or part of the NSR on the same terms and conditions as set out in a notice provided to the Company by the holder (the "NSR ROFR"). In 2014, after obtaining additional VTEM airborne and Pt-Pd sampling data from Anglo American Exploration (Canada), the Company staked the Blue Lake South property to the southeast of the historic Blue Lake mineral deposit. During the year ended December 31, 2017, the Company elected to write-down the carrying value of the Blue Lake claims to $1 and most of the Blue Lake South claims were allowed to lapse. On July 21, 2020, the Company announced it staked 194 high priority claims in the Blue Lake South area and renamed all of the claims as the Blue Lake Property. On May 19, 2023, the Company completed the acquisition of 12 mineral claims from two vendors through the issuance of 1,000,000 common shares of the Company valued at $65,000 based on a closing price of $0.065 per common share and cash payment of $45,000 and a 1% net smelter royalty that can be repurchased at any time for a payment of $1,000,000. The Company was awarded 5 fractional mineral claims upon the dissolution of a La Fosse Special Mining Lease. The Blue Lake property now consists of 285 contiguous mineral claims.

SUBSCRIPTION RESEARCH BUSINESS

Capitalight Research Inc. operates a proprietary subscription research business which is focused on equity technical analysis, the fundamentals of gold, silver and critical metals sectors, and the North American economic environment. Capitalight Research publishes weekly and monthly research under several brands. Customers typically subscribe on an annual basis for several of the research products. Our subscriber base consists primarily of gold and silver mining companies interested in our commodity price forecasts, investment funds and wealth management companies interested in our bond and economic forecasts, and retail investors interested in technical analysis. Our clients use our research products to inform their investment decisions, make capital allocation decisions, complete treasury operations and complete business risk assessments.

As of March 31, 2024, Capitalight Research had five employees plus several writing consultants including Tom Brady, Dr. Martin Murenbeeld, and Ron Meisels. Patricia M. Mohr ceased to be a writing consultant on June 30, 2023.

- 3 -

The following are our subscription research brands:

Murenbeeld Gold Monitor

The internationally distributed Gold Monitor, founded by Martin Murenbeeld, has been published weekly for nearly 40 years. The Gold Monitor integrates a quantitative analysis of the bullish and bearish factors driving the price of gold with deep insights drawn from many years of experience monitoring gold markets. The report also features a scenario-based gold price forecast that is updated each quarter. The Gold Monitor assists mining sector companies, investment advisors and individual investors with their investment decisions.

Phases & Cycles

Phases & Cycles, founded by Ron Meisels, has been published daily for over 30 years. The P&C report provides independent short- and long-term oriented technical and behavior analysis of North American securities and indices (S&P 500, S&P 100, DOW, S&P/TSX, and TSE Indices). The report is published over 200 times per year and provides critical early warnings and alerts to potential price movements before they even occur. The P&C report assists investment advisors and individual investors with their investment decisions.

Silver Monitor

The Silver Monitor, authored by Dr. Tom Brady and Chantelle Schieven, features a monthly deep dive analysis into the underpinnings of the silver market. The Silver Monitor integrates quantitative analysis of market supply and demand factors driving the price of silver with macroeconomic factors and events. Past topics include interest rates, inflation, government policy, recessions, market volatility and the US dollar movements. The report also features a scenario-based silver price forecast that is updated each quarter. The Silver Monitor assists mining sector companies, investment advisors and individual investors with their investment decisions.

Critical Metals for a Sustainable World

Critical Metals for a Sustainable World provides quantitative assessments of copper, nickel, lithium and rare earth metals that are critical for the electrification of the global economy. Focusing on copper and nickel market developments, the report features 18-month price forecasts that are updated quarterly. Copper is critical for electrification and e-mobility. Nickel and lithium are critical for high-performance electric vehicle batteries. Rare earths including neodymium, praseodymium and dysprosium are critical for permanent magnets driving electric vehicle motors and wind turbine generators. The Critical Metals report assists mining and renewal sector companies, infrastructure stakeholders, investment advisors and individual investors with their investment decisions.

Economic Monitor

The monthly Economic Monitor is designed to give clients an overview of all aspects of the US and Canadian economies. The report features discussions of trending topics, interest rate and exchange rate forecasts, chart-based deep dives into the current state of the Canadian and US economies, and an analysis of GDP, employment data, inflation, housing market, and monetary policy. The report also features our propriety equity market valuation models, which are based on the principles of Benjamin Graham "the father of value-investing" where we model the S&P 500 index and TSX Composite index along with the ten GICS sectors for both indices. Subscribers also have access to our web-based interactive dashboards to aid in visualizing and evaluating data. The Economic Monitor assists investment advisors and individual investors with their investment decisions.

RESULTS OF OPERATIONS

The Company has three operating segments, consisting of the research business, mineral exploration properties and securities investments.

Financial Results for the years and three months ended March 31, 2024 and 2023

	Three Months	Three months
	Ended	ended
	March 31,	March 31,
	2024	2023
Research business segment
Research revenues	$ 122,500	$ 155,304
Research expenses
Payroll and benefits	64,229	89,498
Consultants and services	28,775	71,293
Office and administrative	11,841	15,694
Sales and marketing	7,370	6,528
Rent	-	5,556
Professional and legal fees	1,212	(2,653)
Travel expenses	5,615	3,878
Bad debts	3,142	7,469
Total research expenses	122,184	197,263
Research business segment income (loss)	316	(41,959)

- 4 -

Exploration properties segment
Realized gain on sale of mineral property	-	-
Exploration and evaluation expenses
Mineral claim renewal fees	3,441	44,634
Total exploration and evaluation expenses	3,441	44,634
Exploration properties segment income (loss)	(3,441)	(44,634)
Investment segment
Consulting revenues	-	-
Realized gain on investments	2,310
Unrealized (loss) gain on investments	10,042	4,093
Investments income	24,826	19,696
Total investment segment income (loss)	37,178	23,789
Total segments income (loss)	34,053	(62,804)
General and administrative expenses
Consulting fees	37,500	78,500
Professional and legal fees	22,875	18,000
Office and administrative	12,411	4,647
Public filing fees	-	2,770
Insurance expenses	2,675	2,705
Total general and administrative expenses	75,461	106,622
Interest expense	535	605
Depreciation	110	110
Amortization of brand value	2,153	2,153
Accretion	-	-
Loss on remeasurement of credit facility	-	-
Foreign exchange (gain) loss	(354)	137
Net (loss) income and comprehensive (loss) income	$ (43,852)	$ (172,431)

Discussion of the three months ended March 31, 2024 and 2023

The Company realized a net loss and comprehensive loss of $43,852 (2023: net loss and comprehensive loss of $172,431).

The research business segment generated income of $316 (2023: loss of $41,959). Research revenues decreased to $122,500 (2023:

$155,304). Research expenses decreased to $122,184 (2023: $197,263).

The exploration segment generated a loss of $3,441 (2023: loss of $44,634) related to the acquisition of additional Blue Lake mineral claims during fiscal 2023 and from the renewal of Blue Lake mineral claims.

The investment segment generated income of $37,178 (2023: income of $23,789).

General and administrative costs decreased to $74,461 (2023: $106,622) due to a reduction in consulting fees.

STATEMENT OF FINANCIAL POSITION

Cash and Cash Equivalents

Cash and cash equivalents decreased to $973,010 (December 31, 2023: $1,054,492), which are deposited with major financial institutions in Canada.

Accounts Receivable

Accounts receivable decreased to $1,192 (December 31, 2023: $35,744). Except for investment evaluation revenues, all research division accounts receivable over 90 days are fully provisioned as bad debts unless subsequently collected.

Investments

As of March 31, 2024, the investment portfolio consisted of the following marketable securities:

• 409,333 common shares of Prospector Metals Corp. (TSXV: PPP) with a market value of $15,467 based on the closing price.
• Short-termloan of $406,500 (USD$300,000) bearing 15% interest per annum payable quarterly and maturing on April 14, 2024.

During the three months ended March 31, 2024, the Company:

• Recognized unrealized gains of $1,087 on the revaluation of common shares and $8,955 related to foreign exchange on the revaluation of the short-term loan, which is denominated in United States Dollars, into Canadian Dollars.
• Recognized interest income on the short-term loan of $15,202.
• • 5 -

• Recognized interest income on its cash equivalents of $9,624.
• Recognized a gain on the sale of common shares of $2,310.

As of March 31, 2024, the investment portfolio consisted of the following:

	As at						As at
	December 31,	Purchases	Purchases	Disposition	Realized	Unrealized	March 31,
	2023	(Non-Cash)	(Cash)	Net Proceeds	Gains (Losses)	Gains (Losses)	2024
Common shares	$ 61,400	$ -	$ -	$ (6,350)	$ 2,310	$ 1,087	$ 15,467
Short-term loan	397,545			-	-	8,955	406,500
Total	$ 415,965	$ -	$ -	$ (6,350)	$ 2,310	$ 10,042	$ 421,967

Exploration Assets

As of March 31, 2024, the carrying value of Blue Lake property was $1 (December 31, 2023: $1).

Property, Plant and Equipment

During the three months ended March 31, 2024, the Company recognized depreciation of $110.

	Equipment
Balance, December 31, 2022	$ 1,357
Depreciation	(403)
Balance, December 31, 2023	$ 954
Depreciation	(110)
Balance as of March 31, 2024	$ 807

Goodwill and Intangible Assets

On February 16, 2022, the Company recognized the value of the P&C brand upon acquisition of the P&C business. During the year ended December 31, 2022, the Company recognized brand value amortization of $10,979. Brand value was tested for impairment on December 31, 2022 based on revised cash flow expectations for the P&C cash generating unit and using a 4.5% relief from royalty valuation model amortized over five years resulting in the recognition of impairment of $17,245.

During the three months ended March 31, 2024, the Company recognized amortization of $2,153.

	Movement in
	Brand Value
Balance as of December 31, 2022	$ 34,512
Amortization	(17,245)
Balance as of December 31, 2023	$ 25,901
Amortization	(2,153)
Balance as of March 31, 2024	$ 23,748

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities decreased to $321,792 as at March 31, 2024 (December 31, 2023: $339,968).

Deferred Revenues

Deferred revenues decreased to $70,387 (December 31, 2023: $128,552) and will be recognized into revenue over the next 12 months.

LIQUIDITY AND CAPITAL RESOURCES

There were no changes in the Company's approach to capital management during the year ended December 31, 2024.

The Company's investment policy is to invest excess cash in very low risk financial instruments such as term deposits or by holding funds in high yield savings accounts with major Canadian banks and to provide shareholders with long-term capital growth by investing in a portfolio of undervalued companies, assets, or equity investment vehicles in the subscription research, mineral exploration and asset management sectors of the North American market, but may also include investments in other sectors.

The Company is not subject to any externally imposed capital requirements.

- 6 -

The Company is generating revenues from the research business but has not generated any revenues from mineral property interests, which are still in the exploration & evaluation stage. To date, the Company has funded its operations by raising equity. To minimize liquidity risk, the Company implemented an operating budget for the research business and limited discretionary expenditures related to the exploration property.

The Company manages its capital structure (consisting of shareholders' equity) on an ongoing basis and in response to changes in economic conditions and risk characteristics of its underlying assets. Changes to the capital structure could involve the issuance of new equity, obtaining working capital loans, issuing debt, the acquisition or disposition of assets, or adjustments to the amounts held in cash, cash equivalents and investments.

Capital resource analysis

As of March 31, 2024, the Company had a working capital surplus of $1,054,037 (December 31, 2023: surplus of $1,095,626).

	March 31,	December 31,
	2024	2023
Assets
Current assets:
Cash and cash equivalents	$ 973,010	$ 1,054,492
Accounts receivable	1,192	35,744
Amounts receivable	25,476	30,699
Prepaid expenses	24,571	415,965
Investments	421,967	27,246
Total current assets	1,446,216	1,564,146
Current liabilities:
Accounts payable and accrued liabilities	321,792	$ 339,968
Deferred revenue	70,387	128,552
Total current liabilities	392,179	468,520
Working capital (deficit) surplus	$ 1,054,037	$ 1,095,626

The Company may choose to raise additional capital by issuing new equity, obtaining working capital loans, or construction financing. While the Company has been successful in obtaining funding in the past, there is no assurance that future financings will be available on terms acceptable to the Company. Based on management's assessment of its past ability to obtain required funding, the Company believes it will be able to satisfy its current and long-term obligations as they come due.

Cash Flows from operating, investing and financing activities

The following are the Company's cash flows from operating, investing and financing activities for the three months ended March 31, 2024 and 2023:

	Three Months Ended	Three Months Ended
	March 31,	March 31,
		2024		2023
Operating activities
Net loss	$	(43,852)	$	(172,431)
Add (deduct) items not affecting cash:
Depreciation		110		110
Amortization of brand value		2,153		2,153
Realized gain on investments		(2,310)		-
Unrealized gain on investments		(10,042)		(4,093)
Subtotal		(53,941)		(174,261)
Change in non-cash working capital balances:
Accounts receivable and amounts receivable		39,775		12,169
Prepaid expenses		2,675		8,541
Accounts payable and accrued liabilities		(18,176)		26,976
Deferred revenue		(58,165)		(7,101)
Net cash used in operating activities	$	(87,832)	$	(133,676)
Investing activities
Proceeds from disposition of investments	$	6,350	$	-
Net cash (used in) from investing activities	$	6,350	$	-

- 7 -

Financing activities

Net cash (used in) from financing activities	$	-	$	-
Net (decrease) increase in cash and cash equivalents		(81,482)		(133,676)
Cash and cash equivalents, beginning	1,054,492		2,123,977
Cash and cash equivalents, ending	$	973,010	$	1,990,301

Net cash used in operating activities was $87,832 (2023: $133,676). Net cash from investing activities was $6,350 (2023: net cash from

investing activities was $Nil). Net cash used in financing activities was $Nil (2023: $Nil).

Contractual Obligations and Commitments

The Company has contractual obligations and commitments relating to the deferred debenture obligation and deferred flow through obligation.

Off-balance sheet arrangements

The Company does not have off-balance sheet arrangements including any arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. Liquidity risk arises from the Company's financial obligations and in the management of its assets, liabilities and capital structure.

In managing liquidity, the Company's primary objective is to ensure the entity can continue as a going concern while obtaining sufficient funding to meet its obligations as they come due. The Company manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. The main factors that affect liquidity include working capital requirements, capital-expenditure requirements, and equity capital market conditions. The Company's liquidity requirements are met through a variety of sources, including cash and cash equivalents and equity capital markets.

As of March 31, 2024, the Company was not exposed to liquidity risk since it had a cash and cash equivalents balance of $973,010 (December 31, 2023: $1,054,492) to settle current liabilities of $392,179 (December 31, 2023: $468,520). Based on management's assessment of its past ability to obtain required funding, the Company believes that it will be able to satisfy its current and long-term obligations as they come due.

Credit risk

The Company has credit risk arising from potential of counterparty default on the short-term loan in its investment portfolio.

The Company has credit risk arising from accounts receivable from the sale of research business services to commercial customers. The Company manages this risk by reviewing the credit worthiness of material new customers, monitors customer payment performance, has weekly meetings to discuss uncollected accounts, and, where appropriate, reviews the financial condition of existing customers.

Other than accounts receivables, the Company has credit risk arising from potential of counterparty default on cash and cash equivalents held on deposit with financial institutions. The Company manages this risk by ensuring that deposits are only held with large Canadian banks and financial institutions, whereas any offshore deposits are held with reputable financial institutions.

Interest rate risk

This is the sensitivity of the fair value or of the future cash flows of a financial instrument to changes in interest rates. The Company does not have any financial assets or liabilities that are subject to variable interest rates.

Commodity price risks

This is the sensitivity of the fair value of, or of the future cash flows, from mineral assets. The Company manages this risk by monitoring mineral prices and commodity price trends to determine the appropriate timing for funding the exploration or development of its mineral assets, or for the acquisition or disposition of mineral assets. The Company does not have any mineral assets at the development or production stage carried at historical cost. The Company has expensed the acquisition and exploration costs of its exploration stage mineral assets.

- 8 -

Currency risk

This is the sensitivity of the fair value or of the future cash flows of financial instruments to changes in foreign exchange rates. The Company transacts with customers and suppliers in currencies other than the Canadian dollar, including the US dollar. The Company also has monetary and financial instruments that may fluctuate due to changes in foreign exchange rates.

As of March 31, 2024, the Company estimated that a 10% decrease of the CAD versus foreign exchange rates would result in a gain of $41,908 (2023: gain of $42,936) and a 10% increase in the CAD versus the USD would result in a loss of $41,908 (2023: loss of $42,936)

	March 31,	December 31,
	2024	2023
Cash and cash equivalents (USD)	$ 19,656	$ 32,630
Accounts receivable (USD and EUR)	3,498	2,161
Investments (USD)	406,500	397,545
Accounts payable and accrued liabilities (USD)	(10,576)	(2,981)
Net foreign exchange exposure	$ 419,078	$ 429,355
Impact of 10% change in foreign exchange rates	$ 41,908	$ 42,936

OUTSTANDING SECURITIES

As of March 31, 2024 and December 31, 2023, the Company had the following outstanding securities:

	March 31,	December 31,
	2024	2023
Common shares	94,085,715	94,085,715
Warrants	1,306,504	1,306,504
Stock options	6,000,000	6,000,000
Fully Diluted Common Shares	101,392,219	101,392,219

SHARE CAPITAL

The Company's common shares have no par value and an authorized share capital of an unlimited number of common shares. As of March 31, 2024, the Company had 94,085,715 common shares issued and outstanding (December 31, 2023: 94,085,715).

The Company did not issue any common shares during the three months ended March 31, 2024.

The following changes occurred during the year ended December 31, 2023:

• On May 25, 2023, a total of 1,000,000 common shares were issued for the acquisition of mineral claims.

WARRANTS

As of March 31, 2024, the Company had 1,306,504 common share purchase warrants issued and outstanding (December 31, 2023: 1,306,504) with a weighted average expiration of 2.77 years (December 31, 2023: 3.02) which are exercisable into 1,306,504 common shares (December 31, 2023: 1,306,504) at a weighted average exercise price of $0.078 (December 31, 2023: $0.078).

			As at				As at
Issued	Expiration	Exercise	December 31,		Expired or		March 31,
Date	Date	Price	2023	Issued	Cancelled	Exercised	2024
December 23, 2021	December 23, 2026	$ 0.080	1,000,000	-	-	-	1,000,000
February 18, 2022	February 18, 2027	$ 0.070	306,504	-	-	-	306,504
Totals			1,306,504	-	-	-	1,306,504

- 9 -

STOCK OPTIONS

As of March 31, 2024, the Company had 6,000,000 stock options issued and outstanding (December 31, 2023: 6,000,000) with a weighted

average expiration of 1.83 years (December 31, 2022: 2.08 years) which are exercisable into 6,000,000 common shares (December 31,

2023: 6,000,000) at a weighted average exercise price of $0.058 (December 31, 2023: $0.058). All stock options that are outstanding vested on their grant date.

Award and			As at				As at
Vesting	Expiration	Exercise	December 31,		Expired or		March 31,
Date	Date	Price	2023	Awarded	Cancelled	Exercised	2024
January 24, 2020	January 24, 2025	$ 0.050	2,700,000	-	-	-	2,700,000
February 12, 2021	February 12, 2026	$ 0.065	1,500,000	-	-	-	1,500,000
July 29, 2022	July 29, 2027	$ 0.065	1,800,000	-	-	-	1,800,000
Totals			6,000,000	-	-	-	6,000,000

RESTRICTED SHARE UNITS (RSUs)

As at March 31, 2024, the Company did not have any RSUs issued and outstanding

TRANSACTIONS WITH RELATED PARTIES

Parties are related if one party has the direct or indirect ability to control or exercise significant influence over the other party in making operating and financial decisions. Parties are also related if they are subject to common control or common significant influence. Other related parties include companies controlled by key management personnel. Key management personnel are composed of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company.

A transaction is considered a related party transaction when there is a transfer of economic resources or financial obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the fair value. Balances and transactions between the Company and its wholly owned subsidiary, which is a related party of the Company, have been eliminated and are not disclosed in this note.

The following key management related party transactions occurred during the following reporting periods:

	Three Months Ended	Three Months Ended
	March 31,	March 31,
	2024	2023
Management consulting fees	$ 37,500	$ 78,500
Professional and legal fees	-	6,750
Total	$ 37,500	$ 85,250

The following key management related party balances existed as of March 31, 2023, and December 31, 2023:

	As of	As of
	March 31,	December 31,
	2024	2023
Accounts payable and accrued liabilities due to companies controlled by key management	$ 153,295	$ 194,975

SUBSEQUENT EVENTS

Subsequent to the three months ended March 31, 2024, the short-term loan of USD$300,000 discussed in note 7 was repaid to the Company in full.

LEGAL PROCEEDINGS

The Company is not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

- 10 -