Mexican Gold Mining : Q3 2024 - MD&A

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

________________

The following discussion is management's assessment and analysis of the results and financial condition of Mexican Gold Mining Corp. (the "Company" or "Mexican Gold") and should be read in conjunction with the accompanying condensed consolidated interim financial statements and related notes. The financial data was prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and all figures are reported in Canadian dollars unless otherwise indicated. The effective date of this Management Discussion and Analysis ("MD&A") is May 24, 2024.

This discussion provides management's analysis of the Company's historical financial and operating results and provides estimates of the Company's future financial and operating performance based on information currently available. Actual results will vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance.

Certain information set forth in this MD&A, including management's assessment of the Company's future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward-looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

The scientific and technical geological content and interpretations contained in this report have been reviewed and approved by Mr. Sonny Bernales, P. Geo., a Qualified Person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101").

Corporate Overview

The Company was incorporated under the Business Corporations Act (Alberta) on October 5, 2006. On January 17, 2011, the Company was continued into the jurisdiction of Ontario and on February 10, 2020, was continued as a British Columbia corporation under the Business Corporations Act in the Province of British Columbia. The address of the Company's registered office is 2500 - 700 West Georgia Street, Vancouver, BC, Canada V7Y 1B3.

The Company is a mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties in Mexico. The Company is in the process of exploring and evaluating its mineral properties and, on the basis of the information to date, has not yet determined whether any of the properties contain economically recoverable reserves. The recovery of expenditures on the mineral properties is dependent upon the existence of economically recoverable mineralization, the Company securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete the exploration and development and future profitable production or, alternatively, on the sufficiency of proceeds from disposition.

As of the date of this MD&A, the Company's Board of Directors consisted of the following: Jack Campbell, John Anderson, and Ali Zamani. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.caand on the Company's website at www.mexicangold.ca.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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Operational Highlights

Exploration Program

On August 4, 2021, the Company announced a positive Preliminary Economic Assessment (PEA) for its 100% owned Las Minas project. The PEA is based on exploration and drilling programs conducted in 2019 and 2020, and detailed exploration results are provided in previous quarterly MD&A discussions.

The summary economic results of the PEA are as follows:

Las Minas PEA Financial Highlights, including Metal Prices Sensitivity

			Base Case				Spot Price			Upside				Downside
			(BC)				(Jul 29, 2021)
Au (US$/oz)		1625			1830		2000			1200
Ag (US$/oz)		20			25.5		28			14
Cu (US$/lb)		3.25			4.45		4.75			2.25
Magnetite Concentrate (US$/dmt)		100			213.5		220			65
Cumulative Cash Flow (US$M)		$99			$237		$276			-$22
After Tax NPV @ 5% (US$M)		$55			$157		$187			-$37
After Tax NPV @ 8% (US$M)		$35			$122		$148			-$43
After Tax IRR (%)		16%			31%		35%			-5%
Capex Payback (Years)		4.4			2.8		2.6				n/a
EBITDA for First Year of Full Production		$43			$70		$77			$19
(US$M)

Notes:

Metal prices for Upside and Downside cases represent the individual metal historical 3-year highs and lows.

The PEA is preliminary in nature and is based on inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Company also announces a new mineral resource estimate, prepared in accordance with National Instrument 43- 101, of 443,000 gold equivalent ounces within indicated resources of 4.13 million tonnes at grades of 1.96 g/t gold,

4.64 g/t silver, 1.08% copper, 14.77% magnetite and 361,000 gold equivalent ounces within inferred resources of 5.20 million tonnes at grades of 1.44 g/t gold, 5.97 g/t silver, 0.95% copper, 17.54% magnetite, all reported at a US$80 per tonne Net Smelter Return (NSR) cut-off.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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PEA Conceptual Design Summary

The concept for recovery of the Las Minas resource is through multiple underground mining methods at a production rate of 1,400 t/d with the mineralized material being hauled via truck to an underground crusher, where it is then crushed and conveyed to the processing plant. Processing will produce a copper concentrate containing gold and silver. Additionally, the tailings would be processed to recover magnetite. Tailings after magnetite recovery would be de- watered and pumped underground as cemented paste backfill. Tailings not placed as paste would be trucked to the tailings storage facility (TSF). Production at the mine would ramp up in year 1, maintain full production to the end of year 8, and decrease in year 9 as the deposit is depleted.

Las Minas Resource Exploitation - PEA Highlights and Project Performance

Total Tonnes Mined	4,043 kt
Diluted Grades
Gold	1.84 g/t
Silver	5.53 g/t
Copper	1.06%
Magnetite	15.7%
Mine Life	8.5 years
Average Annual Production
Gold Equivalent Ounces	45,000
Gold Ounces	21,000
Silver Ounces	24,000
Copper Pounds	9,533,000
Magnetite Concentrate Tonnes	75,000
Average Cash Cost Per Gold Equivalent Ounce	US$786
Average Cash Cost Per Gold Ounce, Net of By-Product	US$158
Credits
Average AISC Per Gold Equivalent Ounce	US$928
Average AISC Per Gold Ounce, Net of By-Product	US$145
Credits
Initial CAPEX	US$90.4 M
Sustaining CAPEX	US$54.7 M
Processing Plant Recoveries
Gold	80%
Silver	70%
Copper	90%
Magnetite	90%

Notes:

LOM Metal Prices - US$1,625/oz. Au, US$3.25/lb. Cu, US$20.00/oz. Ag, US$100/t Magnetite Concentrate

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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The following is the projected production for the Las Minas project over the expected life of the mine:

Las Minas PEA Mine Production from Indicated and Inferred Resources

Production Year	Au (K oz)		Ag (K oz)	Cu (M lbs)	Magnetite (k tonnes)
1	32		57	4	32
2	29		96	13	79
3	32		76	11	66
4	34		65	10	62
5	31		84	13	66
6	27		91	13	86
7	23		108	13	103
8	23		92	12	94
9	9		48	6	48
Total	239		719	94	635

Notes:

Assumed metal prices over life of mine: Gold US$1,625/oz - Silver US$20/oz - Cu US$3.25/lb - Magnetite Concentrate US$100/t.

Geology

The Las Minas project is located in southeastern Mexico within the eastern portion of the Trans Mexico Volcanic Belt (TMVB), an east-west belt of Miocene to recent volcanic rocks that transects the country from the Pacific coast to the Gulf of Mexico. The pre-Miocene basement in the Las Minas region consists of a sequence of Jurassic and Cretaceous marine sedimentary rocks including sandstone, siltstone, limestone and shale. These have been intruded by Tertiary and Mesozoic plutonic rocks mapped as dominantly granodiorite and porphyritic dacite, with lesser amounts of granite, diorite and tonalite.

Copper and gold mineralization have been recognized in three settings within the Las Minas property: proximal skarn, distal skarn and quartz veins. Proximal-type skarn is the dominant skarn alteration observed within the Las Minas resource zones (El Dorado and Santa Cruz) while distal and gold-bearing quartz veins occur in the exploration targets to the east and north of the Las Minas resources.

Proximal skarn developed along marble-diorite contacts, both as exoskarn developed within the sedimentary rock, and as endoskarn developed within the intrusion. The skarn alteration has a typical zoning of marble-exoskarn-endoskarn-diorite. The distinction between exoskarn and endoskarn can be very difficult because the skarn alteration (especially garnet replacement) can be texturally destructive.

Proximal skarn alteration is dominantly garnet-rich with lesser amounts of pyroxene, and locally garnet appears to have replaced pyroxene. The skarn contains variable amounts of magnetite and lesser sulfide minerals.

Within the Las Minas resource zones, chalcopyrite is the dominant sulfide mineral with lesser amounts of bornite and pyrite. Sulfide grains usually are associated with magnetite and are present as relatively coarse-grained disseminations while sulfide blebs, bands, and veinlets cutting magnetite are also observed. Pyrite occurs as an accessory mineral in the main resource area.

Gold-silver-copper mineralization at El Dorado zone occurs as two horizons that are separated by a barren north- northwest trending diorite dike. The current modeling indicates that the El Dorado skarn zone on the west side of the diorite dike has an 800 m northwest strike length, extends up to 450 m to the southwest away from the diorite dike, is on average 15 to 20 m thick, and can reach over 50 m in thickness along the northwest-striking contact with the diorite

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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dike. In contrast, the El Dorado zone on the east side of the dike has a strike length of 250 m northwest, extends up to 200 m to the northeast from the diorite dike, and is 5 to 10 m in thickness.

The Santa Cruz zone lies about 0.5 km south of the Las Minas pueblo and is well exposed on a west-facing canyon wall just above a tributary of the Rio Las Minas. Skarn within the Santa Cruz zone lies along the west side of the dike, immediately to the south of and stratigraphically higher than the El Dorado zone. The primarily east-dipping mineralization at Santa Cruz is more complex and discontinuous than observed at El Dorado due to the more variable intrusive-marble contact orientations (both near-vertical dike and east-dipping sills).

Mineral Resource Estimates

The mineral resource estimates for Las Minas were prepared to industry standards and best practices and verified by Garth Kirkham, P.Geo., an Independent Qualified Person for the purposes of NI 43-101.

Within the Las Minas Project, 206 drill holes (32,058 meters) supports the mineral resource estimate. The deposit was segregated into multiple estimation domains based on geologic models for each of the mineralized units. The estimated mineral resources occur within the Las Minas gold-copper-silver-magnetite skarn deposit, which consists of the mineralized endo-skarn and exo-skarn units within the El Dorado and Santa Cruz zones. The mineral domains were then used to code the block model, and assays within the modeled domains were evaluated geostatistically to establish estimation parameters. Assays were composited into 2-meter lengths. MineSightTM, a commercially available geologic modeling and mine planning software package, was used to produce a three-dimensional block model while LeapFrogTM Software was utilized to produce the solids models for the estimation domains.

The gold, copper, silver and iron grades were estimated into a three-dimensional, 12 m by 12 m by 3 m block model which was sub-blocked to 0.5 m in three dimensions. Gold (Au g/t), copper (Cu%), silver (Ag g/t) and total iron (Fe%) block grades were estimated from capped composited samples in a single pass. The mineral resources were estimated using ordinary kriging interpolation for the continuous mineralized domains. Search ellipse anisotropy and orientation were guided by the orientation of the domain solids models and omni-directional ellipsoids were employed in the individual zones.

Magnetite estimates were based on applying mathematical regression, as derived from SATMAGAN testing results, to the Total Fe% estimates. A total of 2,601 specific gravity readings were derived from measurements within individual rock types and estimated on a block-by-block basis using inverse distance.

Mineral resources are classified in accordance with the 2014 CIM Definition Standards for Mineral Resources and Mineral Reserves, and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. Mineral Resources are classified under the categories of Indicated and Inferred according to CIM guidelines. Mineral Resource classification was based primarily on drill hole spacing and on continuity of mineralization. There are no measured resources at Las Minas. Indicated resources were defined as blocks with a distance to three drill holes of less than ~30 m to nearest composite and occurring within the estimation. Inferred resources were defined as those with a drill hole spacing of less than ~60 m.

Final resource classification shells were manually constructed on plan sections and all resources are constrained within lithological domains and by the continuous solids. Final Resource classification shells were manually constructed on sections. These interpreted boundaries were created for the indicated and inferred thresholds in order to exclude orphans and reduce potential "spotted dog" effect.

This estimate is also based upon the reasonable prospect of eventual economic extraction using estimates of reasonable operating costs and price assumptions. The mineral resources do not represent an attempt to estimate Mineral Reserves.

The Las Minas resources are reported in the following Table at a base case cut-off of US$80 NSR.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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Las Minas Deposit Indicated and Inferred Mineral Resource Estimate at a US$80 NSR

Class

NSR

Au

Au

Ag

Tonnes

('000

(US$)

(g/t)

(g/t)

ounces)

Ag Cu ('000 (%)

ounces)

Cu

Fe

Fe

AuEq

Magnetite

AuEQ

('000

Magnetite

('000

('000

(g/t)

lbs)

(%)

ounces)

tonnes)

Indicated	4,133	138.58	1.96	260	4.64	617	1.08	98,311	14.77	610	3.34	443
Inferred	5,200	112.83	1.44	241	5.97	997	0.95	108,802	17.54	912	2.16	361

Notes:

1. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43- 101.
2. Effective date: July 27, 2021. All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101.
3. Mineral resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability.
4. Underground Mineral Resources are reported at a cut-off grade of US$80 NSR. Cut-off grades are based on a price of US$1,700/oz gold, US$20/oz silver, US$3.50/lb copper and US$100/tonne magnetite concentrate and a number of operating cost and recovery assumptions, including a reasonable contingency factor.
5. Numbers are rounded.
6. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
7. The Mineral Resources may be affected by subsequent assessment of mining, environmental, processing, permitting, taxation, socio-economic and other factors.
8. The table below illustrates the sensitivity of the indicated and inferred mineral resource estimate to changes in cut-off grade. The base case at a cut-off grade of US$80 NSR is highlighted in bold. The table suggests that the mineral resource estimate is moderately sensitive to cut-off grade in terms of estimated contained metal.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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Sensitivity of Las Minas Indicated and Inferred Mineral Resource Estimate to Cut-Off Grade (base case is highlighted)

				NSR												Au						Ag						Cu			Fe			Fe						AuEq
									NSR			Au					Ag					Cu							Magnetite			AuEQ
	Class			COG			Tonnes							('000					('000					('000			Magnetite							('000
							(US$)			(g/t)					(g/t)					(%)							('000			(g/t)
				(US$)										ounces)					ounces)					lbs)			(%)							ounces)
																													tonnes)
Indicated	>=60		5,431		122.00		1.71		299		4.27		746		0.95		114,341		13.84		752		2.94		514
			>=70		4,750		130.25		1.83		280		4.44		678		1.02		106,373		14.35		682		3.14		479
			>=80		4,133		138.58		1.96		260		4.64		617		1.08		98,311		14.77		610		3.34		443
			>=90		3,549		147.47		2.09		239		4.87		555		1.14		89,467		15.31		543		3.55		405
			>=100		3,009		156.99		2.24		217		5.12		495		1.21		80,326		16.19		487		3.77		365
			>=110		2,572		165.96		2.38		197		5.36		444		1.27		72,146		16.86		434		3.98		329
Inferred	>=60		6,769		102.84		1.32		287		5.49		1,195		0.86		128,586		16.23		1,099		1.97		428
			>=70		6,012		107.69		1.38		266		5.73		1,108		0.91		119,959		16.95		1,019		2.06		398
			>=80		5,200		112.83		1.44		241		5.97		997		0.95		108,802		17.54		912		2.16		361
			>=90		4,228		119.33		1.54		209		6.19		842		1.00		93,057		18.00		761		2.29		311
			>=100		3,226		127.04		1.67		173		6.44		668		1.05		74,354		18.24		589		2.44		253
			>=110		2,106		138.88		1.84		125		7.07		479		1.14		52,930		18.42		388		2.66		180

Notes:

1. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43- 101.
2. Effective date: July 27, 2021. All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101.
3. Mineral resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability.
4. Underground Mineral Resources are reported at a cut-off grade of US$80 NSR. Cut-off grades are based on a price of US$1,700/oz gold, US$20/oz silver, US$3.50/lb copper and US$100/tonne magnetite concentrate and a number of operating cost and recovery assumptions, including a reasonable contingency factor.
5. Numbers are rounded.
6. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
7. The Mineral Resources may be affected by subsequent assessment of mining, environmental, processing, permitting, taxation, socio-economic and other factors.

Mining Methods

The mining methods proposed are a split of lateral and stoping methods. Long-hole stopes account for 52% of production, 41% from room and pillar, and the remaining 7% from development. Full production of 1,400t/d is achieved in year 2 and sustained for the remainder of the mine life. The design allows for multiple production areas.

Stopes are sequenced using a primary-secondary layout and are backfilled using cemented tailings (paste) and development waste rock. Room and pillar areas are mainly mined as a single lift; however, in areas where the mineralization is thicker, multiple lifts might be required. Development waste and lightly cemented tailings are used as backfill in the room and pillar zones as a way of decreasing waste and tailings quantities on surface. The mine will be developed using a conventional mechanized underground mining fleet consisting of development jumbos, longhole

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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drills, bolters, LHDs, and haul trucks. The equipment and operation will be owner operated. Stope optimization and design was based on geotechnical design criteria and a NSR cut-off value of US$90/tonne.

Material Handling

An underground crusher would be located in the upper mining area of Eldorado Zone. Mineralized material would be crushed underground and fed onto a conveyor that crosses the river located near the process plant. At that point, the crushed material would be fed into the mill. Placing the crusher underground would decrease noise on surface and help reduce surface building congestion. Tailings from the process plant would be de-watered and either trucked to the TSF or mixed with water and cement to form paste. Paste would be pumped underground for use as backfill.

Binder content varies depending on the mining area being backfilled.

Mining Method		% of total	Tonnes x 1000
Development		7%	279
Long-hole Stoping		52%	2,087
Room and Pillar		41%	1,677
Total		100%	4,043

Development Type

Metres

Lateral Development - Waste	8,426
Lateral Development - Mineralized (includes Room & Pillar)	20,488
Vertical Development - Waste	260
Total Development	29,174

Processing

The Las Minas ore responds well to traditional copper flotation strategies, which the mill circuit's conceptual design is based on. In addition, the high values of magnetite in the ore allow for magnetite recovery from the copper tailings. The mill circuit consists of crushing, grinding, gravity gold recovery, flotation and magnetic separation.

The copper in this deposit is mostly found in chalcopyrite, bornite and chalcocite minerals which tend to float very well. The gold is mostly associated with sulphide minerals and therefore recovers well to the flotation concentrate. The flotation circuit utilizes a primary grind of 150 µm, but the test work does leave room for a coarser grind to be tested in the future. The process recovers copper and gold at 90% and 85% respectively, into a copper concentrate with high gold grades (>25 g/t), and magnetite recoveries of over 90%. The magnetite concentrate from the conceptual design would be sold to iron ore smelters, but test work identified that upgrading to magnetite for dense media separation is possible.

Infrastructure & Tailings Management

The village of Las Minas is within kilometers of a high-speed road and rail corridor. It is 250 km from Mexico City and 160 km from the Gulf port of Veracruz.

Within the resource area, there is a small hydroelectric facility supplied by steel penstock tubes from a reservoir several hundred meters up the ridge. This has been assessed as the most viable and efficient option for power supply of the project while supporting the local power plant. The area has an existing road network, abundant water and a highly collaborative local labour pool.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

________________

The conceptual design of the overall project layout considers the natural topography when locating the plant, camp, offices and truck shop, in conjunction with the town of Las Minas.

Tailings generated from mineral processing will be stored in an engineered TSF. Filtered (dry stack) tailings technology will be utilized for removal of free draining liquids from the tailings during operations, and water conservation. Approximately 50% of the generated tailings will be stored on surface in the TSF after removing magnetite and using paste tailings for underground mine backfill. Filtered tailings will be delivered by truck and spread and compacted in the TSF. The facility will be developed in stages over the life of the project and at closure the tailings surface will be covered with a suitable growth media and revegetated.

PEA - Planned Costs

Mining

Processing

G&A

Treatment

Metal Prices Sensitivity

(US$/t processed)

US$35.83

US$14.55

US$7.37

US$16.70

			20% < BC				10% < BC			Base Case				10% >				20% > BC
								(BC)				BC
Cumulative Cash Flow (US$M)		$17			$58		$99			$140			$182
After Tax NPV @ 5% (US$M)		-$7			$24		$55			$86			$117
After Tax NPV @ 8% (US$M)		-$18			$8		$35			$62			$88
After Tax IRR (%)		3%			10%		16%			21%			26%
Capex Payback (Years)		7.1			5.4		4.4			3.7			3.2
EBITDA for First Year of Full		$27			$35		$43			$51			$59
Production (US$M)

Notes:

Base Case metal prices over life of mine: Gold US$1,625/oz. - Silver US$20/oz. - Cu US$3.25/lb. - Magnetite Concentrate US$100/t

Quality Assurance and Quality Control (QA/QC)

All Las Minas project drill and surface samples were sent to SGS for processing, except for a limited number of second-lab QA/QC check samples that were sent to ALS Minerals. SGS is presently accredited by the International Organization for Standardization (ISO) and has ISO 9001 certification and fulfills ISO/IEC 17025 testing requirements.

Samples were prepared following protocol for mineral sample preparation including weighing, drying, crushing, sieving, splitting, and pulverization. Samples were analyzed for gold and silver using fire assay techniques, and for copper and 33 other elements using inductively coupled plasma - atomic emission spectroscopy ("ICP-AES") techniques. SGS has used the same analytical methods and procedures for all of Mexican Gold's drill samples commencing in 2011.

QA/QC samples were inserted into the sample stream sent to SGS on a regular basis for all Mexican Gold drill campaigns. The QA/QC samples consisted of pulp blanks, certified reference materials, and duplicate samples. The duplicates samples consisted of field duplicates (quarter-core splits), preparation pulp duplicates from coarse rejects, and second-lab pulp re-assays. The QA/QC samples have made up about 10% of the total samples analyzed.

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2024 and 2023

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PEA Report

The PEA for the Las Minas Project is in accordance with National Instrument 43-101. The PEA is filed on SEDAR and is available on the Company's website.

Pepe Concessions

As previously disclosed, the Company, through its Mexican subsidiary Roca Verde, S.A. de C.V. (Roca Verde) filed a response as a third party of interest after receiving notification of an appeal by the heir of one of the five co-owners of a neighbouring concession (the "Neighbouring Concession Co-owner") to an earlier decision by the General Bureau of Mining ("GBM") located in Mexico regarding an overlapping area of its Las Minas property. The overlapping area comprises approximately 11% of the Las Minas project. The Company's interest in the Las Minas Project is held through Roca Verde, which owns six concessions, including the Pepe and Pepe Tres mining concessions (Collectively the "Pepe Concessions"). In 2016, Roca Verde received notice from the Regional Court of Tlaxcala of the Federal Tribunal of Administrative Justice ("RCT") advising that Neighbouring Concession Co-owner has appealed (the "2016 Appeal") against the GBM's decision to nullify a portion of the area of the concession that overlaps a portion of the Pepe Concessions.

The Company, after consulting with its Mexican legal counsel, is of the view that the appeal is without merit and that the February 28, 2014 decision by the General Bureau of Mining was correct in all material respects based on the review of the title documents relating to the Pepe Concessions and the neighbouring concessions, and both the former owners of the Pepe Concessions (from whom Roca Verde had acquired the Pepe Concessions) and currently Roca Verde have valid ownership to the overlapping area under applicable Mexican law. The Company believes that the 2016 Appeal will be denied in due course.

In early 2017, the above Neighbouring Concession Co-owner filed another petition with the General Bureau of Mining in Mexico requesting the cancellation of Roca Verde's Pepe mining concession. The GBM indicated that it would not review the petition until the 2016 Appeal is resolved. In 2017, the Neighbouring Concession Co-owner filed an appeal (the "2017 Appeal") in the RCT against the decision of the GBM as well.

The Company, after consulting its Mexican legal counsel, is of the view that the 2017 Appeal is also without merit and believes that the 2017 Appeal will be denied in due course. Based on a review of the title documents relating to the Pepe Concessions and the neighbouring concession and having consulted with Mexican legal counsel, the Company believes that both the former owners of the Pepe Concessions and now Roca Verde have valid ownership to the overlapping area under applicable Mexican law.

On December 15, 2021, the Company announced a positive resolution to the claims dispute, as resolved by the General Bureau of Mining. The GBM has nullified the portion of the neighbouring concession which overlaps the Pepe Concessions, and in turn has confirmed Roca Verde as the valid owners.

In early 2022, the above Neighbouring Concession Co-owner filed an appeal in the RCT against the most recent decision of the GBM.

The Company, after consulting with its Mexican legal counsel, is of the view that the 2022 Appeal is also without merit and believes that the 2022 Appeal will be denied in due course.

In September 2022, the RCT placed a suspension on the exploration of the properties of both parties involved in the legal process in accordance with legal precedent. Exploration will remain suspended until the court reaches a decision on the claims dispute. The suspension of the exploration activities applies within the overlapping area only.

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