FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

MANAGEMENT DISCUSSION AND ANALYSIS

________________________________________________________________________________________________

TABLE OF CONTENTS

DATE_________________________________________________________________________________________ 2
DESCRIPTION OF BUSINESS _______________________________________________________________________ 3
OBJECTIVES AND STRATEGY ______________________________________________________________________ 3
OVERVIEW OF PERFORMANCE - 2024 _______________________________________________________________ 3
SILVER MARKET________________________________________________________________________________ 5
SUBSEQUENT EVENTS____________________________________________________________________________ 7
PORTFOLIO OF EXPLORATION AND EVALUATION ASSETS_______________________________________________ 9
GENERATIVE EXPLORATION PROJECTS ____________________________________________________________ 15
FINANCING ACTIVITIES _________________________________________________________________________ 15
INVESTING ACTIVITIES _________________________________________________________________________ 16
RESULTS OF OPERATIONS _______________________________________________________________________ 17
LIQUIDITY AND CAPITAL RESOURCES _____________________________________________________________ 18
OUTLOOK ____________________________________________________________________________________ 18
SUMMARY OF QUARTERLY RESULTS ______________________________________________________________ 19
SELECTED ANNUAL INFORMATION ________________________________________________________________ 19
RISKS AND UNCERTAINTIES _____________________________________________________________________ 19
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT _________________________________________ 23
OFF BALANCE SHEET ARRANGEMENTS ____________________________________________________________ 25
TRANSACTIONS WITH RELATED PARTIES __________________________________________________________ 25
FUTURE ACCOUNTING STANDARDS _____________________________________________________________ 25
OTHER MD&A REQUIREMENTS __________________________________________________________________ 25
ADDITIONAL INFORMATION _____________________________________________________________________ 27
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT DISCUSSION AND ANALYSIS
________________________________________________________________________________________________

DATE
This Management Discussion & Analysis (“MD&A”) of Kootenay Silver Inc. and its subsidiaries (referred to as the
“Company” or “Kootenay”) was prepared by management as at November 24, 2024 and has been reviewed and approved
by the Audit Committee of the Board of Directors of Kootenay. The following discussion of performance, financial
condition and future prospects should be read in conjunction with the condensed consolidated interim financial statements
for the three and nine months ended September 30, 2024 and the audited consolidated financial statements for the year
ended December 31, 2023 and 2022, and notes thereto (the “Financial Statements”), which have been prepared in
accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting
Standards Board (“IASB”). The MD&A has been adjusted retrospectively to reflect the share consolidation which came
into effect on November 14, 2023. The information provided herein supplements but does not form part of the Financial
Statements. This discussion covers the three and nine months ended September 30, 2024, and the subsequent period up
to the date of issue of this MD&A. Additional information relating to the Company is available on the Company’s website
or at www.sedarplus.ca.

The Company has prepared this MD&A following the requirements of National Instrument 51-102 (“NI-51-102”). These
statements are filed with the relevant regulatory authorities in Canada. All currency amounts are expressed in Canadian
dollars unless otherwise noted.

Unless otherwise indicated the technical disclosure contained within this MD&A has been reviewed and approved by
Kootenay's President & CEO, James McDonald, P. Geo (a qualified person for the purpose of National Instrument 43-
101 (“NI 43-101”), Standards of Disclosure for Mineral Projects). Mr. McDonald is also a director of Kootenay.

Forward-Looking Information
This MD&A contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-
looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively, “forward-looking statements”). All statements, other than statements of historical fact, which address
activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are
forward-looking statements. Forward-looking statements contained in this MD&A include, but are not limited to,
statements with respect to anticipated developments in the Company’s continuing and future operations, the adequacy of
the Company’s financial resources and financial projections; statements concerning or the assumptions related to the
estimation of mineral resources, methodologies and models used to prepare resource estimates; the conversion of mineral
properties to resources; the potential to expand resources; future exploration budgets, plans, targets and work programs;
development plans; activities and timetables; grades; metal prices; exchange rates; results of drill programs;
environmental risks; political risks and uncertainties; unanticipated reclamation expenses; statements about the
Company’s plans for its mineral properties; acquisitions of new properties and the entering into of options or joint
ventures; and other events or conditions that may occur in the future.

Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,”
“believes,” “intends,” “estimated,” “potential,” “possible” and similar expressions, or statements that events, conditions
or results “will,” “may,” “could” or “should” occur or be achieved. Forward-looking statements are statements concerning
the Company’s current beliefs, plans and expectations about the future and are inherently uncertain, and actual
achievements of the Company or other future events or conditions may differ materially from those reflected in the
forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, the
risks that: (i) any of the assumptions in the resource estimates turn out to be incorrect, incomplete, or flawed in any
respect; (ii) the methodologies and models used to prepare the resource estimates either underestimate or overestimate
the resources due to hidden or unknown conditions, (iii) operations are disrupted or suspended due to acts of god, internal
conflicts in the country of Mexico, unforeseen government actions or other events; (iv) the Company experiences the loss
of key personnel; (v) the Company’s mine operations are adversely affected by other political or military, or terrorist
2
activities; (vi) the Company becomes involved in any material disputes with any of its key business partners, lenders,
suppliers or customers; or (vii) the Company is subjected to any hostile takeover or other unsolicited attempts to acquire
control of the Company. Other factors that could cause the actual results to differ materially from current expectations
include market prices, exploration success, continued availability of capital and financing, inability to obtain required
regulatory approvals and general market conditions, as well as those risks described under the heading “RISKS AND
UNCERTAINTIES” below. These forward-looking statements are based on a number of assumptions, including
assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the
Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed
transactions and programs on reasonable terms and the ability of third-party service providers to deliver services in a
timely manner. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of
management on the date the statements are made, and the Company assumes no obligation to update such forward-looking
statements in the future, except as required by law. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. For the
reasons set forth above, investors should not place undue reliance on the Company’s forward-looking statements.

DESCRIPTION OF BUSINESS
The Company is an exploration stage mining company involved in the exploration and development of mineral properties
in Mexico. The Company is classified as a Tier One issuer on the TSX Venture Exchange (“TSX-V”) and its common
shares are listed and trade under the symbol “KTN”. The management and technical team have extensive experience in
mineral exploration, development and mining, public company management and operations and Canadian venture capital
markets.

OBJECTIVES AND STRATEGY

The primary objective and business plan of the Company is to discover or acquire silver dominant mineral deposits that
have the potential to become economically viable for further development. The Company assesses financial, technical
and market risk associated with a particular project before deciding whether to advance the project with its own capital
or share the risk by optioning all or a portion of the project to a partner to conduct further exploration work or to provide
funding to advance the project. If a project demonstrates potential to be economically viable via completion of a
preliminary economic assessment, prefeasibility or feasibility study then it will be moved to a production decision and,
when appropriate, funding will be sought to build a mine through traditional mine finance sources, joint venture or sale
of the company or project. The rate at which a given project is advanced is dependent on several factors including
management’s assessment of project and the risks of development, including the probability of discovery and potential
economic viability based on past work, results of additional drilling, resource estimates, metallurgy, environmental
impact, community involvement to operate and permitting among others. It is also strongly influenced by access to capital
to advance the various stages of assessment. When markets for commodities are favorable towards precious metals and
exploration then capital is more accessible, allowing the Company more flexibility in the balance between advancing
select projects while maintaining a 100% interest and seeking partner funded programs on other projects through option
or joint venture agreements. When markets are not favorable towards equity investment more emphasis is given to seeking
funding through option or joint venture agreements to advance projects for ongoing development.

The Company has been successful in discovering mineral resources through grassroots exploration with three significant
silver discoveries two of which are on its Promontorio property in Sonora, Mexico, namely Promontorio and La Negra
and the third being La Cigarra property in Chihuahua, Mexico.

Since late 2018, the Company has been focussed on the Columba Project (“Columba”) in Chihuahua State, Mexico which
is a classic epithermal vein system demonstrating size potential for discovery of a high-grade resource.

OVERVIEW OF PERFORMANCE - 2024

During the nine months ended September 30, 2024, the Company focused on exploration plans including the refining of
targets for its 2024 drill program and a 20,000 meter drill program is underway on Columba. As of the date of this MD&A,
approximately 12,500 meters have been completed.

On March 7, 2024, the Company announced the filing of the independent technical report prepared in accordance with
NI-43-101 standards on its La Cigarra Project for the resource update announced on January 25, 2024, with an effective
date of November 29, 2023.

3
On March 27, 2024, the Company filed the final short form base shelf prospectus with securities regulators in each
province and territory of Canada. This filing allows the Company and/or selling security holders to make offerings of
common shares (including by way of an "at-the-market distribution" in accordance with applicable securities laws),
warrants, subscription receipts, units, debt securities or any combination thereof for up to a maximum amount of C$40
million during the 25-month period over which the base shelf prospectus is effective.

On April 3, 2024, the Company announced drilling had begun on its Columba Silver Project with an initial 5,000 meter
program, this was expanded to a 20,000 program subsequent to the public offering which closed on April 25, 2024. The
drilling program is designed to extend the D-Vein, aimed to delineate a maiden resource expected in late Q1, 2025. In
addition to the D-Vein, the Company maintains a priority list of new vein targets and known vein extensions all warranting
drill testing.
On April 25, 2024, the Company closed a public offering (the “Shelf Offering”) for gross proceeds of up to C$10.35
million, which consisted of a sale of up to 9,241,071 units of the Company (each, a “Shelf Unit”) at a price of C$1.12 per
Unit (the “Shelf Offering Price”). The completed Offering includes the exercise in full of the Agents’ (as defined herein)
over-allotment option for the sale of 1,205,357 Units for proceeds of C$1,350,000. The Shelf Offering was conducted by
lead agent and sole bookrunner Red Cloud Securities on behalf of a syndicate of agents that would include Research
Capital Corporation (together, the “Shelf Agents”). See Financing Activities section of this MD&A.
On May 21, 2024, the Company announced results from the first six drill holes targeting the eastern extension of the D-
Vein target.

Four of the first six holes (CDH-24-148 to 151) were deliberately drilled at shallow levels to establish dip orientation of
the vein before testing the deeper productive zone. Outcrop exposure is limited in the drilling area and initial holes drilled
for structure followed by holes CDH-24-152 and 153 that drilled for grade at a significant 200 meter step out from previous
intercepts at a comparable depth.

Holes CDH-24-152 and 153 targeted D-Vein at or below the important elevation of 1750 meters above sea level below
which, as a rule of thumb at Columba Project, high silver grades are encountered. These two holes are on the same fence
and are both very large step outs of 200 meters from the nearest intercept below 1750m elevation (CDH-23-147). and
both intercepted mineralization in the D-vein. The two holes are 150 meters apart in the dip direction.

Holes CDH-24-152 to 153 increase the previously established 450 meter strike length to 650 meters between holes CDH-
23-136 to 137 and CDH-24-152 to 153.

Highlights

CDH-24-153
• 435 gpt silver over 11 meters drilled width/3.52 meters estimated true width within 183 gpt silver over 40 meters
drilled width/12.96 meters estimated true width
• 920 gpt silver assay high over 1.35 meters drilled width/0.43 meters est. true width
• Very large lateral step out along strike from nearest holes at similar elevation around 1600 to 1675m.
• ~325 meters from CDH-23-145 (22 meters/15.4 meters est. true width of 174 gpt silver with 6 meters/4.2 meters
est. true width of 435 gpt silver and 1 meter of 814 gpt silver)
• ~375 meters from CDH-22-128 (20 meters/13.6 meters est. true width of 136 gpt silver with 2 meters of 520
gpt silver)

CDH-24-152
• Large step out along strike of previous drilling.
• Tests the upper edge of high grade zone near 1775 meter above seal level
• ~ 200 meters along strike of CDH-23-147 (532 gpt silver over 8 meters drilled/4.96 meters est. true width within
219 gpt silver over 28 meters)
• ~ 150 meters up dip of CDH-24-153
• 347 gpt silver over 5.6 meters drilled/3.36 meters est. true width within 240 gpt silver over 9.0 meters drilled
/5.4 meters est. true width.
• 492 gpt silver over 2.65 meters drilled/1.59 meters est. true width.

See news release dated May 21, 2024 for full information.
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On July 10, 2024, the Company announced that it has established an “at-the-market” equity distribution program (the
“ATM Program”). The ATM Program allows Kootenay to issue and sell, at its discretion, common shares in the capital
of Kootenay (“Common Shares”) that would have the aggregate sales amount of up to $5,000,000, to the public from time
to time through Research Capital Corporation (the “Agent”), acting as agent. All Common Shares sold under the ATM
Program will be sold at the prevailing market price at the time of the sale, directly through the TSX Venture Exchange or
any other recognized marketplace upon which the Common Shares are listed, quoted or otherwise traded in Canada.
Kootenay currently intends to use the net proceeds from the ATM Program to the extent raised, for the advancement of
the Columba Silver Project and for general corporate purposes. See the Financing section of this MD&A.

On August 14, 2024, the Company reported additional results from a total of 12 holes from its Columba drill program.
Drilling expanded the known strike length of the D-Vein to 1,080 meters, with the following drill highlights:

• Hole CDH-24-164 - 98.7 meters downhole length averaging 211 g/t silver, 0.1% lead and 0.4% zinc downhole
includes:
o 350 g/t silver, 0.2% lead and 0.5% zinc over 38 meters
o 531 g/t silver, 0.1% lead an 0.2% zinc over 12 meters

New potential high grade stockwork in footwall of D-Vein

• Hole CDH-24-161 with 1,595 gpt silver over 0.4 meters (e.t.w. 0.33 meters) within 337 gpt silver over 2.5
meters (2.07 meters e.t.w.)

Broad intervals of medium grade in stockwork zones

• Hole CDH-24-156 with 11.57 meters (e.t.w. 5.6m) of 127 gpt silver includes 0.82 meters (t.w. 0.39m) of 419
gpt silver
• Hole CDH-24-160 with 11 meters (e.t.w. 6.74 m) of 78 gpt silver
• Hole CDH-24-161 with 9.2 meters (e.t.w. 7.6m) of 81 gpt silver

On September 23, 2024, the Company reported drill results from two step-out holes and three “infill” holes designed to
test a large gap in drilling on the D-Vein. Drilling continues to hit high grades of silver, over good widths and has now
expanded the D-Vein strike length to 1,275 meters from 450 meters at the beginning of the program. Highlights from this
small batch of drill holes include;
• Hole CDH-24-165
o 33.8 meters downhole length (estimated true width (“e.t.w”) 18.18 meters) averaging 96 gpt silver, 0.1
% lead and 0.3 % zinc downhole includes;
▪ 3.4 meters of 395 gpt silver, 0.4% lead and 1.8% zinc (2.37 meters e.t.w.)
▪ 0.7 meters of 844 gpt silver, 0.9 % lead and 9.5 % zinc (0.37 meters e.t.w.)
• Hole CDH-24-166
o 28.6 meters downhole length (estimated true width 21.85 meters) averaging 176 gpt silver, 0.1% lead
and 0.4% zinc downhole includes:
▪ 9.0 meters of 303 gpt silver, 0.2% lead and 0.7% zinc (6.87 meters e.t.w.)
▪ 2.5 meters of 593 gpt silver, 0.3% lead and 1.8% zinc (1.91 meters e.t.w.)
▪ 1.0 meters of 1,020 gpt silver, 1.0% lead and 2.5% zinc (0.76 meters e.t.w.)
▪ 0.5 meters of 1,095 gpt silver, 0.7% lead an 5.7% zinc (0.40 meters e.t.w.)

See the Outlook and Subsequent Events section of this MD&A.

SILVER MARKET
Over the past year interest in global silver investment has risen significantly resulting in all-time highs for silver in
exchange-traded products (ETPs), global mint bullion coin sales and strong net-long positioning on COMEX. The silver
price, which ended the 2023 year at US$23.79 per ounce, and hit a rolling 12-month high of US$34.51 on October 31,
2024, and a low of US$22.09 hit on February 14, 2024. The silver spot price as at the date of this MD&A is US$31.36
per ounce.

Chart: One-year rolling Silver price

5
For most commodities, supply and demand fundamentals dominate price behaviour, however this does not always apply
to silver and gold because of their monetary qualities and reactions to macroeconomic factors. Although the price of
silver can be strongly linked to gold, silver differs from gold in the fact that it is also considered to be an industrial metal
and can also be linked to the performance of base metals production and industrial demand. That said a gold: silver
divergence can emerge when the macroeconomic environment deteriorates, however because of its lower liquidity, silver
can outperform gold in the event of a financial crisis. The gold to silver ratio as of the date of this MD&A is approximately
1:87 ounces, and ended the year approximately 1:87, with the 12-month rolling high of 1:91 on January 22, 2024 and a
low of 1:73 ounces hit on May 29, 2024.

6
 Chart: One-year rolling Gold to Silver Ratio

SUBSEQUENT EVENTS
On October 24, 2024, the Company reported drill results from four drill holes which were focused on testing extensions
and gaps within the data set in advance of the preparation of a mineral resource estimate.

Drill Highlights include;

• Hole CDH-24-171 Hit three significant composited intervals within a continuously mineralized 87.6 meters long
mineralized envelope plus two more narrow high grade zones.
o First Zone – Hangingwall
▪ 1,134 gpt silver, 0.8 % lead and 3.4 % zinc over 2.6 meters core length (2.17 meters estimated
true width (“e.t.w”)) from 256.4 meters downhole includes;
▪ 2,370 gpt silver, 1.2% lead and 5.5% zinc over 0.5 meters (0.42 meters e.t.w.) from 257.5
meters downhole
o Second Zone – Hangingwall
▪ 298 gpt silver, 1.3 % lead and 0.6 % zinc over 7.78 meters core length (6.48 meters e.t.w) from
268.5 meters downhole includes;
▪ 627 gpt silver, 2.5% lead and 0.5% zinc over 3.14 meters of core length (2.62 meters e.t.w.)
from 272.5 meters downhole
▪ 1,525 gpt silver, 1.3% lead and 0.2% zinc over 0.6 meters (0.53 meters e.t.w.) from 275 meters
downhole
o Third Zone – D-Vein
▪ 338 gpt silver, 0.4% lead and 1.1% zinc over 18 meters core length (15.0 meters e.t.w) from
315 meters downhole includes;
▪ 484 gpt silver, 0.49% lead and 1.42% zinc over 11.2 meters core length (9.34 meters e.t.w.)
from 315 metres downhole
▪ 923 gpt silver, 0.8% lead and 2.5% zinc over 1.5 meters core length (1.20 meters e.t.w) from
319.5 meters downhole
o Plus the two narrow veins
▪ Footwall 487 gpt silver, 0.5% lead and 1.1% zinc over 3 meters core length (2.4 meters e.t.w.)
▪ Hangingwall 976 gpt silver, 1.5% lead and 4.8% zinc over 0.5 meters core length (0.4 meters
e.t.w.) within 369 gpt silver, 0.6% lead and 1.8% zinc over 1.5 meters of core length (1.2
meters e.t.w.).

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 • Hole CDH-24-173 Intersected 5 high grade intervals in the hangingwall above the D-vein and one in the footwall
below it.
o Hangingwall intervals
▪ 401 gpt, 0.2% lead and 0.4% zinc over 2 meters core length (1.52 meters e.t.w) from 221
meters downhole
▪ 142 gpt silver, 0.1% lead and 0.4% Zinc over 9.42 meters core length (7.14 meters e.t.w.) from
236 meters downhole including 377 gpt silver, 0.3% lead and 2.8% zinc over 2.49 meters (1.89
meters e.t.w.) from 241.13 meters downhole
▪ 459 gpt silver, 0.3% lead and 0.6% zinc over 1.0 meters core length (0.76 meters e.t.w.) from
259 meters downhole
▪ 796 gpt silver, 0.6% lead, 2.2% zinc over 0.7 meters core length (0.53 meters e.t.w.) from
282.11 meters downhole
▪ 679 gpt silver over 1 meter (0.76 meters e.t.w.) from 291 meters downhole
o D-Vein
▪ 162 gpt silver, 0.4% lead and 1.4% zinc over 5.28 meters core length of (4.0 meters e.t.w.)
from 301.5 meters downhole
o Footwall Vein
▪ 1,070 gpt silver, 4.2% lead, 1.7% zinc over 0.5 meters core length (0.38 meters e.t.w.) from
362.5 meters downhole

On November 19, 2024, the Company reported drill results from three areas at Columba: I-Vein, D-Vein and B-Vein
Corridor which is the extension of the historically mined F-Vein. The I-Vein drilling comprised an extension or “tail” of
a 2019 hole which was terminated in a 1.5 meters wide mine workings, whereas the D and B-Vein drilling represent
ongoing testing of those two trends.

Drill Highlights include;

Hole CDH-24-174
• Hit three significant composited intervals including a broad mineralized 41.2 meters long envelope within the
B-B2 Vein corridor.
o Third Zone – B2-Vein extension of Historically mined F Vein
▪ 233 gpt silver, 0.1% lead and 0.3% zinc over 41.2 meters core length (27.60 meters e.t.w)
includes;
▪ 1,100 gpt silver, 0.35% lead and 0.34% zinc over 4.0 meters of core length (2.68 meters e.t.w.)
and,
▪ 3,090 gpt silver, 0.9% lead and 0.2% zinc over 1.1 meters core length (0.74 meters e.t.w.)
o Second Zone – Possible new vein parallel to B Vein
▪ Possible new parallel vein to B also hit in holes CDH-21-111 and 112 with values to 434 gpt
silver, 0.14% lead and 0.22% zinc over 13.05 meters including 7 meters (both drilled length)
of 719 gpt silver and 0.28% lead and 0.24% zinc (see news release December 6, 2021).
▪ 99 gpt silver, 0.1 % zinc over 6 meters core length (4.20 meters e.t.w) includes;
▪ 533 gpt silver, 0.1% zinc over 0.3 meters of core length (0.21 meters e.t.w.)
o First Zone – Unnamed Hangingwall Vein
▪ 104 gpt silver, 0.1 % zinc over 7 meters core length (4.90 meters estimated true width (“e.t.w”)
Hole CDH-24-175
• An aggressive 130 meter step out down dip of CDH-22-125 (9.7 meters of 1,746 gpt silver see news
release September 8, 2022) hits the D vein structure leaving it open to depth.
• Hit a wide 12 meter cavity (vug) at the projection of the D vein structure
• The vein was removed by dissolution (acidic mineralizing fluids) indicating it was a calcite vein and remains
open to depth.
• Core on either side of the cavity is anomalous in silver and base metals in veinlet stockworks and narrow base
metal bands to 12% zinc.
• Possible new vein in hangingwall of D Vein grading 270 gpt silver, 0.2% lead and 0.7% zinc over 8 meters (3.42
meters e.t.w.)
Hole CDH-24-017
• I-Vein intercept represents the deepening of previous hole CDH-19-017. The original hole had intersected
mineralized veining at bottom of hole when it encountered old mine workings. At the time it was considered
risky to continue and drilling was abandoned. The new hole was designed to cross the workings and continue
into the footwall. Link to Plan Map of D, I, F vein location
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 o Intersected 25.44 meters of continuous silver mineralization less 1.55 meters of old mine workings.
o Historical interval
▪ 146 gpt, 0.1% lead and 0.2% zinc over 5.4 meters core length (4.47 meters e.t.w) from 112
meters downhole (news release Sept. 25, 2019).
o 2024 interval
▪ 159 gpt, 0.1% lead and 0.4% zinc over 10.22 meters core length (8.47 meters e.t.w) from
118.95 meters downhole includes;
▪ 513 gpt silver, 0.6% lead, 1.7% zinc over 1.0 meters core length (0.82 meters e.t.w.) from
282.11 meters downhole
o Combined 25 meter interval including 1.55 meters using nil grade.
▪ 25.17 meters of 102 gpt silver, 0.1% lead and 0.2% zinc

See news releases dated October 24 and November 19, 2024 for full details.

PORTFOLIO OF EXPLORATION AND EVALUATION ASSETS

The Company has pursued the advancement of its Promontorio and La Cigarra Projects. As of late 2018 it as focussed
on its Columba Project, as well as continuing an established Generative Exploration Teams in Northwest Mexico,
focussed on discoveries in Mexico. The Company continues to seek joint venture partners to option its generative
exploration projects to conduct exploration and make option payments to the Company to obtain a right to an earn-in
interest in the Company’s generative projects.

THE COLUMBA PROJECT

On November 19, 2018, the Company announced that it had entered into an option agreement to acquire a 100% interest
in the Columba silver project, which hosts a past producing, high-grade silver mine, which operated circa 1910. Work
reportedly ceased in the region during the Mexican Revolution. A second period of mining occurred in the late 1950’s to
early 1960’s. Columba is approximately 1,000 hectares in size and covers a high-grade silver epithermal system comprised
of numerous veins, which the Company has mapped over strike lengths from 200 meters to 2 kilometers.

Under the terms of the Agreement, the Company acquired a 100% ownership in the concessions by making staged
payments over a 4-year period totaling US$3,290,000 (completed). A total of US$3,290,000 has been paid with
US$1,155,000 paid in staged payments during 2023, with the final payment on May 18, 2023, which included US$215,000
settled in common shares of the Company. A work commitment of US$250,000 and US$750,000 by the first and second
anniversary, respectively of the Agreement has been met. Per the Agreement, the vendors retain a 2% n.s.r. of which 1%
can be bought by the Company for US$750,000 (see November 5, 2018 news release for full details).

Results to date are in line with historic data bolstering the confidence in the potential for the discovery of high-grade
silver deposits on the property.

The Company has completed ~42,500 meters of drilling on the Columba project, of which ~3,000 meters were drilled
during 2023 and an expanded 20,000 meter program is currently underway of which 12,500 has been completed, utilizing
two drill rigs.

Highlights of the Company’s drill programs can be found here: Project Highlights Columba. A complete table of drill
results can be found here: Columba Drilling. A technical report was filed on SEDAR+ on August 9, 2023.

See Overview of Performance – 2024, Subsequent Events and Outlook section of this MD&A.

LA CIGARRA PROJECT - EXPLORATION

Since acquiring the La Cigarra silver project in April 2016 from Northair Silver Corp, the Company completed several
exploration programs including drilling, relogging of core and mapping of large areas of the project.

Further exploration work on the La Cigarra Project was curtailed due to capital market conditions and in order for the
Company to continue to advance its exploration efforts on the Columba project. A new internal geological model was
completed and a new resource estimate has been prepared and filed subsequent to December 31, 2023. The new geological

9
model positions the Company to conduct additional exploration work in the future, and if warranted, to prepare an updated
resource upon more drilling and make decision to undergo a PEA on the project.
LA CIGARRA PROJECT – RESOURCE ESTIMATE
On January 25, 2024, the Company announced an updated mineral resource estimate on its La Cigarra Project located in
the Parral Silver District of Chihuahua State, Mexico. The updated resource estimate, calculated by Allan Armitage,
Ph.D., P.Geo., of SGS Geological Services in the La Cigarra Report prepared in accordance with NI 43-101 standards
(May 9, 2016), CIM Definition Standards (May 19, 2014) with guidance from CIM Best Practice Guidelines (November
29, 2019), supersedes a 2015 mineral resource estimate, also prepared by Dr. Armitage for NorthAir which was acquired
by the Company in 2016. The La Cigarra Project is situated within a well established Mexican mineral district.
The 2024 mineral resource estimate incorporates a significantly revised geological model compared to the previous
resource and features a database of 201 surface diamond and RC drillholes totaling 36,988 meters and 26,419 assay
intervals.

Grade Total Metal

Resource Tonnes
Class (MT) AgEq Ag Au Pb Zn 1
AgEq
Ag g/t Au g/t Pb % Zn %
(g/t) (Moz) (koz) (Mlbs) (Mlbs) (Moz)

Measured 2.08 103 0.06 0.16 0.22 121 6.90 4.30 7.6 9.9 8.10

Indicated 13.65 102 0.07 0.16 0.21 120 44.66 29.60 47.3 63.6 52.46

Mea. + Ind. 15.73 102 0.07 0.16 0.21 120 51.57 33.90 54.8 73.5 60.56

Inferred 3.37 102 0.06 0.20 0.19 119 11.00 6.00 14.8 13.8 12.85

The base-case AgEq Cut-off grade of 50 g/t AgEq considers metal prices of $23.50/oz Ag, $1,800/oz Au, $1.00/lb Pb and
$1.30/lb Zn, and considers variable metal recoveries for Ag, Au, Pb and Zn: for oxide mineralization - 85% for Ag, 40%
for Au, 75% for Pb and 65% for Zn; for sulphide mineralization - 92% for Ag, 40% for Au, 91% for Pb and 85% for Zn.
1
AgEq = Ag ppm + (((Au ppm x Au price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Ag price/gram). Metal price
assumptions are $23.50/oz silver, $1,800/oz gold, $1.00/lb lead and $1.30/lb zinc.
La Cigarra Mineral Resource Estimate Notes:
(1) The Mineral Resource Estimate was estimated by Allan Armitage, Ph.D., P. Geo. of SGS Geological Services
and is an independent Qualified Person as defined by NI 43-101. Dr Armitage conducted a recent site visit to the La
Cigarra Project on November 28 and 29, 2023.
(2) The classification of the current Mineral Resource Estimate into Measured, Indicated and Inferred mineral
resources is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves. The
effective date for the Updated Mineral Resource Estimate is November 29, 2023.
(3) All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add due to rounding.
(4) The mineral resource is presented undiluted and in situ, constrained by continuous 3D wireframe models, and
are considered to have reasonable prospects for eventual economic extraction.
(5) Mineral resources which are not mineral reserves do not have demonstrated economic viability. 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 most Inferred Mineral Resources could be upgraded to
Indicated Mineral Resources with continued exploration.
(6) The La Cigarra Project mineral resource estimate is based on a validated database which includes data 201
surface diamond and RC drill holes totalling 36,988 m. The resource database totals 26,419 assay intervals representing
34,447 m of drilling. The average assay sample length is 1.30 m.
(7) The mineral resource estimate is based on 9 three-dimensional (“3D”) resource models, constructed in
Leapfrog. Grades for Ag, Au, Pb and Zn were estimated for each mineralization domain using 1.5 metre capped

10
composites assigned to that domain. To generate grade within the blocks, the inverse distance squared (ID2) interpolation
method was used for all domains. Each domain was then subdivided into oxide and sulphide domains.
(8) Average density values were assigned to oxide and sulphide domains and a waste domain based on based on a
database of 1,412 samples.
(9) It is envisioned that the La Cigarra Project deposit may be mined using open-pit mining methods. Mineral
resources are reported at a base case cut-off grade of 50 g/t AgEq. The in-pit Mineral Resource grade blocks are
quantified above the base case cut-off grade, above the constraining pit shell, below topography and within the
constraining mineralized domains (the constraining volumes).
(10) The results from the pit optimization are used solely for the purpose of testing the “reasonable prospects for
economic extraction” by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral
reserves on the Property. The results are used as a guide to assist in the preparation of a Mineral Resource statement
and to select an appropriate resource reporting cut-off grade.
(11) The base-case AgEq Cut-off grade considers metal prices of $23.50/oz Ag, $1,800/oz Au, $1.00/lb Pb and
$1.30/lb Zn, and considers variable metal recoveries for Ag, Au, Pb and Zn: for oxide mineralization - 85% for Ag, 40%
for Au, 75% for Pb and 65% for Zn; for sulphide mineralization - 92% for Ag, 40% for Au, 91% for Pb and 85% for Zn.
(12) The pit optimization and base case cut-off grade of 50 g/t AgEq considers a mining cost of US$2.50/t mined, and
processing, treatment, refining, G&A and transportation cost of USD$22.40/t of mineralized material.
(13) The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation,
socio-political, marketing, or other relevant issues.

PROMONTORIO SILVER PROJECT

The Promontorio Discovery

The Company entered into an agreement on October 20, 2006 with Siete Campanas de Plata, S.A de C.V. (“Siete”),
Exploration Canada De Oro, SA de CV (“ECO”) and the Mexican Government Agency (“FIFOMI”) to acquire an
unencumbered 100% registered and beneficial interest in the Promontorio Concession, which includes the former
producing Promontorio Mine Site. Upon completion of a bankable feasibility study or commencement of production, the
Company must pay the remaining cash balance of US$210,000 to ECO.

A 1% net smelter royalty is payable to Siete on the core claims of Promontorio of which the Company can purchase 50%
of this net smelter royalty at any time for US$500,000. The Company also has a right of first refusal to purchase the
remaining 50% of this royalty. Additionally, a 2% net smelter royalty is payable to ECO on the core and surrounding
claims.

On May 14, 2013, the Company announced the results of a resource estimate prepared by SRK incorporating the gold
(“Au”) content contained into the mineral resources of the Promontorio Silver Project, due to new metallurgical data and
information which supports the potential recovery of gold (see February 28, 2013 news release). This resource estimate
was updated in October 2023 (see new release dated October 12, 2023). The updated Measured and Indicated Resource
contains an estimated 42,115,000 tonnes containing an estimated 140,790,000 oz. silver equivalent (“AgEq”) grading 104
gpt AgEq with another 14,475,000 oz. AgEq grading 84.90 gpt AgEq categorized as Inferred.

The La Negra Discovery

The La Negra discovery is a hydrothermal-diatreme breccia exposed over a 100 to 150 x 500-meter area and is contained
within the Promontorio claim block, approximately 7.0 km north of the Promontorio resource. The Company drilled a
total of 6,213 meters over 41 core drill holes and Pan American drilled 56 holes totaling about 11,000 meters into the La
Negra Breccia. The Company completed an initial resource estimate but additional exploration work has been curtailed
at this time in order for the Company to continue to advance its exploration efforts on its Columba project.

A complete table of drill results can be found here: La Negra Drilling.

PROMONTORIO & LA NEGRA SILVER PROJECTS – RESOURCE ESTIMATE

The Promontorio-La Negra Project (“Promontorio-La Negra”, “the Project” or “the Property”) includes the La Negra and
Promontorio resource areas. High-grade silver and gold with associated lead and zinc mineralization is hosted in

11
hydrothermal diatreme breccias. The Resource Estimate for the Promontorio-La Negra deposit is summarized in the
following tables.
Table-1 summarizes the Total Project resource estimate at a Silver Equivalent (AgEq) cutoff of 25g/t for Promontorio
and at a AgEq cutoff of 40g/t for the La Negra deposit. The effective date of the Promontorio-La Negra resource estimates
is August 27, 2023.

12
 Table-1: 2023 Total Promontorio-La Negra Project Mineral Resource Estimate
In Situ Tonnage, Grades and Metal Content
AgEq AG Au
Tonnage AgEq Ag Au Pb Zn Pb Zn
Pit Class Metal Metal Metal
(kt) (g/t) (g/t) (g/t) (%) (%) (klb) (klb)
(kOz) (kOz) (kOz)
Measured 12,451 111.7 37.0 0.456 0.53 0.61 44,718 14,823 183 146,033 166,620
Indicated 29,664 100.7 33.5 0.412 0.47 0.55 96,072 31,950 393 306,716 360,996
Promontorio
Meas+Ind 42,115 104.0 34.5 0.425 0.49 0.57 140,790 46,773 575 452,748 527,616
Inferred 14,575 84.9 27.9 0.348 0.42 0.45 39,782 13,069 163 136,241 143,632
Indicated 5,285 129.3 126.3 0.067 21,966 21,454 11 0 0
La Negra
Inferred 1,257 114.8 112.2 0.060 4,639 4,536 2 0 0
Measured 12,451 111.7 37.0 0.456 0.53 0.61 44,718 14,823 183 146,033 166,620
Indicated 34,949 105.0 47.5 0.360 0.40 0.47 118,038 53,404 404 306,716 360,996
Total
Meas+Ind 47,400 106.8 44.8 0.385 0.43 0.50 162,755 68,227 587 452,748 527,616
Inferred 15,832 87.3 34.6 0.325 0.81 0.89 44,421 17,606 165 282,274 310,251

Table-2: 2023 Mineral Resource Estimate for the Promontorio Deposit

Cutoff In situ Tonnage, Grade and Metal Content
Class AgEq AG Au
AgEq Tonnage AgEq Ag Au Pb Zn Pb Zn
Metal Metal Metal
(g/t) (kt) (g/t) (g/t) (g/t) (%) (%) (klb) (klb)
(kOz) (kOz) (kOz)
15 13,538 104.3 34.5 0.428 0.49 0.57 45,419 15,012 186 147,440 168,631
20 13,011 107.9 35.7 0.441 0.51 0.59 45,122 14,934 184 146,864 167,803
25 12,451 111.7 37.0 0.456 0.53 0.61 44,718 14,823 183 146,033 166,620
Measured
30 11,903 115.6 38.4 0.470 0.55 0.63 44,233 14,691 180 144,854 164,797
40 10,793 123.9 41.3 0.500 0.59 0.68 42,984 14,324 174 141,339 160,851
50 9,710 132.7 44.4 0.532 0.64 0.73 41,423 13,848 166 136,790 155,200
15 32,225 94.3 31.3 0.387 0.44 0.52 97,728 32,439 401 311,172 366,586
20 30,993 97.4 32.4 0.399 0.45 0.53 97,033 32,235 398 309,525 364,187
25 29,664 100.7 33.5 0.412 0.47 0.55 96,072 31,950 393 306,716 360,996
Indicated
30 28,179 104.6 34.8 0.426 0.49 0.57 94,756 31,564 386 302,544 355,970
40 24,961 113.6 37.9 0.461 0.53 0.62 91,133 30,447 370 291,656 342,834
50 21,907 123.1 41.3 0.497 0.58 0.68 86,721 29,089 350 278,188 326,002
15 45,763 97.3 32.3 0.399 0.45 0.53 143,147 47,451 587 458,612 535,217
20 44,004 100.5 33.3 0.411 0.47 0.55 142,155 47,169 582 456,389 531,990
Measured + 25 42,115 104.0 34.5 0.425 0.49 0.57 140,790 46,773 575 452,748 527,616
Indicated 30 40,082 107.9 35.9 0.439 0.51 0.59 138,989 46,256 566 447,397 520,768
40 35,754 116.7 38.9 0.473 0.55 0.64 134,117 44,772 543 432,996 503,684
50 31,617 126.1 42.2 0.508 0.60 0.69 128,144 42,937 516 414,978 481,202
15 16,637 76.8 25.1 0.319 0.38 0.40 41,072 13,415 171 139,011 147,447
20 15,433 81.4 26.7 0.335 0.41 0.43 40,401 13,238 166 137,797 145,622
25 14,575 84.9 27.9 0.348 0.42 0.45 39,782 13,069 163 136,241 143,632
Inferred
30 13,671 88.7 29.2 0.362 0.44 0.47 38,980 12,830 159 133,819 141,052
40 11,778 97.3 32.1 0.395 0.49 0.51 36,847 12,152 150 127,493 133,206
50 9,980 106.8 35.3 0.432 0.54 0.56 34,256 11,327 139 119,031 123,652

Notes to the 2023 Promontorio Resource Table:

1. Resources are reported using the 2014 CIM Definition Standards and were estimated using the 2019 CIM Best
Practices Guidelines, as required by NI43-101
2. The base case Mineral Resource has been confined by “reasonable prospects of eventual economic extraction”
shape using the following assumptions:
• Metal prices of US$22/oz Silver, US$1800/oz Gold, US$0.95/lb Lead and US$1.25/lb Zinc.
• At Promontorio: Metallurgical recovery of 74% Silver, 70% Gold, 81% Lead and 88% Zinc.

13
 • Payable metal of 95% Silver, 99% Gold in dore 95% Au in Pb concentrate, 95% Lead and 85% Zinc. Lead
payable assumes a concentrate grade of 65% Pb and a 3% unit deduction. Zinc payable assumes a
concentrate grade of 52% Pb and an 8% unit deduction. Offsite costs (transport, smelter treatment and
refining) of US$1.5/oz Silver and gold in the Pb concentrate, US$10 oz Gold, US$ 0.15/lb Lead and
US$0.31/ lb Zinc. Lead offsite costs assume 100 $US/dmt transport, 100 $US/ dmt treatment. Zinc offsite
costs assume 100 $US/dmt transport, 200 $US/ dmt treatment.
• Processing, General, and Administrative (“G&A”) costs of US$ 12/ tonne milled. Mining cost of US$2.00
/ tonne
• 50 degree pit slopes with the 150% price case pit shell is used for the confining shape
3. The resulting NSR = Ag*US$0.63/g*74% + Au*US$56.71/g*70% + 22.0462*(Pb*US$0.77/lb*81% + Zn*US$
0.80/lb*88%)
4. The specific gravity of the resource averages 2.79 and is calculated from the Lead and Zinc content. Non-
mineralized material is assigned an SG of 2.73.
5. Numbers may not add due to rounding.

Table-3 summarizes the La Negra total Mineral Resource estimate (“MRE”).

Table-3: 2023 Resource Statement for the La Negra Deposit

Cutoff In Situ Tonnage, Grades and Metal Content
ZONE CLASS AgEq Ag Au
AgEq Tonnage AgEq Ag Au
Metal Metal Metal
(g/t) (kt) (g/t) (g/t) (g/t)
(kOz) (kOz) (kOz)
25 7,282 102.5 99.8 0.061 24,000 23,370 14.2
30 6,463 112.0 109.2 0.063 23,280 22,690 13.2
35 5,821 120.8 117.9 0.065 22,610 22,060 12.2
Indicated
40 5,285 129.3 126.3 0.067 21,970 21,450 11.4
45 4,821 137.6 134.5 0.069 21,330 20,850 10.7
50 4,425 145.7 142.5 0.071 20,730 20,280 10.0
Total
25 1,831 88.8 86.5 0.055 5,230 5,090 3.2
30 1,607 97.3 94.9 0.057 5,030 4,900 3.0
35 1,415 106.1 103.7 0.059 4,830 4,720 2.7
Inferred
40 1,257 114.8 112.2 0.060 4,640 4,540 2.4
45 1,111 124.2 121.6 0.061 4,440 4,340 2.2
50 993 133.5 130.8 0.061 4,260 4,180 2.0

Notes to the 2023 La Negra Resource Tables:

1. Resources are reported using the 2014 CIM Definition Standards and were estimated using the 2019 CIM Best
Practices Guidelines, as required by NI43-101
2. The base case Mineral Resource has been confined by “reasonable prospects of eventual economic extraction”
shape using the following assumptions:
• Metal prices of US$22/oz Silver, US$1800/oz Gold
• Recovery is assumed to be as for dore. Metallurgical recovery of 82% Silver and 77% Gold in the Oxide
zone, 85% Silver and 73% Gold in the Mixed zone, and 90% Silver and 31% Gold in the Sulfide zone.
• Payable metal of 99% for Silver and Gold. Offsite costs (transport, smelter treatment and refining) of
US$0.25/oz Silver and US$10/oz gold.
• Processing, General, and Administrative (G&A) costs of US$ 12/ tonne milled. Mining cost of
US$2.00/tonne
• 50 degree pit slopes with the 150% price case pit shell is used for the confining shape
3. The resulting NSR = Ag*US$0.69/g*Zone Ag Recovery% + Au*US$56.97/g*Zone Au Recovery%
4. Silver Equivalent (AgEq) = NSR / (US$0.69/g* Ag Recovery%)
5. The specific gravity is assigned by rock type as 2.52 in Oxides, 2.59 in Mixes and 2.61 in Sulfides
6. Numbers may not add due to rounding.

The mineral resource estimates (“MRE”) were prepared by Sue Bird, M Sc., P.Eng., Geological and Mining Engineer of
by Moose Mountain Technical Services (“MMTS”) in accordance with NI 43-101 standards (May 9, 2016), CIM
Definition Standards (May 19, 2014) with guidance from CIM Best Practice Guidelines (November 29, 2019).The NI 43-
101 compliant Technical Report will be available for review on SEDAR+ (www.sedarplus.ca) by late November 2023.
14
GENERATIVE EXPLORATION PROJECTS
The Company continues to seek partners to option its projects under its generative model, which minimizes financial and
exploration risk by granting external exploration companies a right to earn an interest in properties, subject to exploration
expenditures and share payments made by them. Generative properties are continuously prioritized for further work or
dropped based on ongoing exploration work. The Company continues to market generative properties including
properties that have been returned after termination of option agreements.

FINANCING ACTIVITIES

During the three months ended September 30, 2024, under the terms “at-the-market” equity distribution program (the
“ATM Program”) as announced on July 10, 2024, the Company issued 443,000 shares under the ATM program for gross
proceeds of $547,409, with an average share price of $1.24 and incurred shares issue costs of $13,685 for net proceeds of
$543,724. Subsequent to September 30, 2024, a further 557,000 shares were issued under the ATM program for gross
proceeds of $752,456 with an average share price of $1.35.

On April 25, 2024, the Company closed a public offering (the “Shelf Offering”) for gross proceeds of up to $10.35 million,
which consisted of a sale of up to 9,241,071 units of the Company (each, a “Shelf Unit”) at a price of $1.12 per Unit (the
“Shelf Offering Price”). The completed Offering includes the exercise in full of the Agents’ (as defined herein) over-
allotment option for the sale of 1,205,357 Units for proceeds of $1,350,000. The Shelf Offering was conducted by lead
agent and sole bookrunner Red Cloud Securities on behalf of a syndicate of agents that would include Research Capital
Corporation (together, the “Shelf Agents”).

Each Shelf Unit consisted of one common share of the Company and one-half Common Share purchase warrant (each
whole warrant, a “Shelf Warrant”). Each whole Shelf Warrant entitles the holder to purchase one Common Share of the
Company at a price of $1.68 at any time before April 25, 2026. The net proceeds raised under the Offering will be used
for the advancement of the Company’s Columba Silver Project in Mexico as well as for general working capital and
corporate purposes. The Company paid the Shelf Agents a cash commission of $591,000 and issued to the Agents 527,678
Common Share purchase warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder thereof to acquire
one Common Share at a price of $1.12 per Common Share at any time on or before April 25, 2026. The Company also
paid aggregate cash finder’s fees of $28,380 to certain arm’s length finders in connection with Units purchased by certain
president’s list purchasers.

The Offering was completed pursuant to a prospectus supplement of the Company filed in all of the provinces of Canada
and dated April 17, 2024 that supplemented the short form base shelf prospectus of the Company dated March 27, 2024.

On February 16 and 22, 2024, the Company announces that it has closed a non-brokered private placement (the "February
2024 Private Placement") of units of the Company (the " February 2024 Units"), at a price of $0.75 per February 2024
Unit (the "February 2024 Offering Price"). The Company received total aggregate gross proceeds of $3,720,587 from the
Offering.

Each February 2024 Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each
whole warrant, a "February 2024 Warrant"). Each February 2024 Warrant is exercisable to acquire one Common Share
at a price of $1.10 per share for a period of 24 months. An aggregate total of 4,960,782 Common Shares and 2,480,391
Warrants were issued under the February 2024 Private Placement. In connection with the February 2024 Private
Placement, Research Capital Corporation received a cash fee of $50,628 and 77,004 non-transferable compensation
warrants (the "February 2024 Compensation Warrants").

Each February 2024 Compensation Warrant entitles the holder thereof to purchase one February 2024 Unit at an exercise
price of $0.75 per February 2024 Unit for a period of 24 months following the closing of the February 2024 Private
Placement. The Company also paid aggregate cash finders' fees of $149,627 and issued an aggregate 61,102 non-
transferable finder's warrants ("February 2024 Finder's Warrants") to six other arm's length finders. Each February 2024
Finder's Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.75 per Common
Share for a period of 24 months from the closing of the February 2024 Private Placement.

The net proceeds from the February 2024 Private Placement would be used for exploration activities, property
commitments on the Company's projects, working capital and general corporate purposes.

15
On May 24, 2023, the Company announced that it has closed its previously announced brokered private placement
offering (the “Offering”) for gross proceeds of approximately $2.14 million consisting of 2,139,000 units of the Company
(the “Units”), at a price of $1.00 per Unit (the “Offering Price”), with a non-brokered portion of the offering (“Non-
Brokered Portion”) for gross proceeds of approximately $1.63 million consisting of 1,633,500 Units at the Offering Price,
for aggregate gross proceeds to the Company of $3.77 million.
The Offering was being led by Research Capital Corporation, as the lead agent and sole bookrunner, on behalf of a
syndicate of agents, including Red Cloud Securities Inc. and Canaccord Genuity Corp. (collectively, the “Agents”).
Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase
warrant (a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at an exercise
price of $0.14 per Warrant Share for a period of 36 months from the closing of the Offering.
The Company intends to use the net proceeds from the Offering for exploration activities, working capital requirements
and other general corporate purposes.
In connection with the Offering, the Agents received a cash fee of $150,480. In addition, the Company granted the Agents
1,943,400 non-transferable compensation warrants (the “Compensation Warrants”). Each Compensation Warrant entitles
the holder thereof to purchase one Unit at an exercise price of $1.00 per Unit for a period of 36 months following the
Closing of the Offering. The Company also paid aggregate cash finders’ fees of $75,870 to arm’s length finders in
connection with the Offering and issued non-transferable finder’s warrants exercisable into 2,010 common shares of the
Company at an exercise price of $1.00 per Unit for a period of 36 months from the closing of the Offering. All securities
issued in connection with the Offering are subject to a Canadian securities law resale restriction period expiring on
September 25, 2023.
The Company has completed the financings set out below during the nine months ended September 30, 2024 and and
for fiscal 2023 year with no variance between projected use of proceeds and actual use of proceeds.

Funding Funding
Date Financing (Gross) (net) Use of Proceeds Variance

Working capital requirements

May 24, Private placement
3,772,500 3,321,321 and other general corporate Nil(1)
2023 Units at $1.00
purposes.

Exploration activities, working

February Private placement
4,960,782 3,720,587 capital requirements and other Nil(1)
22, 2024 Units at $0.75
general corporate purposes.

Exploration activities, working

April 25, Private placement
10,350,000 9,454,259 capital requirements and other In process
2024 Units at $1.12
general corporate purposes.
(1)
There was no variance between projected and disclosed use of proceeds and actual use of proceeds.

INVESTING ACTIVITIES

As at September 30, 2024, capitalized mineral property expenditure totaled $23,956,821 (2023 - $19,142,177). During
the nine months ended September 30, 2024, the Company incurred $4,814,644, which includes acquisition and exploration
costs, translation cost as disclosed in the table below.

16
 MEXICO
Promontorio La Cigarra Columba Copalito Generative 2024 2023
Anomalies Total Total
$ $ $ $ $ $ $
Acquisition Costs
Balance, beginning 3,658,642 30,548,524 4,656,261 794,981 884,383 40,542,791 38,742,947
Incurred - - 173,467 - 54,242 227,709 1,799,844
Balance, ending 3,658,642 30,548,524 4,829,728 794,981 938,625 40,770,500 40,542,791

Exploration Expenditures
Balance, beginning 32,687,917 6,480,154 13,264,267 3,185,955 7,800,945 63,419,238 59,975,372
Assaying and Lab - - 31,697 - - 31,697 50,090
Camp Costs - - 273,493 - - 273,493 309,427
Drafting - - - - - - 29,262
Drilling - - 2,352,683 - - 2,352,683 666,056
Geological mapping - - 2,222 - - 2,222 225,773
Maintenance - - - - 15,424 15,424 10,279
Miscellaneous - - - - 12,361 12,361 21,738
Geological Consulting
and Prospecting - - 1,893,969 - 5,086 1,899,055 2,131,241
Incurred - - 4,554,064 - 32,871 4,586,935 3,443,866
Balance, ending 32,687,917 6,480,154 17,818,331 3,185,955 7,833,816 68,006,173 63,419,238
Total properties balance 36,346,559 37,028,678 22,648,059 3,980,936 8,772,441 108,776,673 103,962,029
Balance, beginning (2,652,917) (146,111) (389,037) - (7,073,339) (10,261,404) (10,670,008)
Impaired or disposed (33,693,642) (36,882,567) - (3,980,936) (1,303) (74,558,448) (74,558,448)
Cumulative change in foreign
currency translation - - - - - - 408,605
Carrying value exploration
and evaluation assets - - 22,259,022 - 1,697,799 23,956,821 19,142,177

RESULTS OF OPERATIONS
Three-month period ended September 30, 2024

The Company recorded a net loss of 998,147 or $0.02 per share (2023 – $1,356,423 or $0.03) for the three-month period
ended September 30, 2024, based on a greater weighted average number of shares outstanding.

Corporate general and administrative expenditure for the three-month period ended September 30, 2024 totaled $883,234
(2023 – $669,889), which included non-cash option-based payment expense of $212,360 (2023 – $143,203). Office and
general costs increased to $432,882 (2023 – $303,806) which includes the Company’s offices and staff in Vancouver and
exploration offices in Hermosillo. Also included in office and general is the Company’s promotional, travel and investor
relations expenses, which increased versus the prior comparable period and totaled $269,996 (2023 – $171,470).
Management fees $60,000 (2023 – $60,000). Professional fees increased versus the prior comparable period totaling
$128,548 (2023 – $104,862) which includes an increase in consulting and audit fees as well as legal work and includes
an accrual for director’s fees of $20,000 (2023 – $20,000). Regulatory and filing fees decreased to $3,507 (2023 –
$7,365).

For the three-month period ended September 30, 2024, the Company recorded a foreign exchange loss of $41,404 (2023
– gain $30,147). The Company maintains foreign currency in both Mexican peso and US dollar accounts and incurs
certain operating expenditures in each of those currencies, which coupled with consolidating its Mexican subsidiary gives
rise to exchange risk. Exploration expenditures relate to holding, concession taxes and work related on technical report
writing related to Promontorio, La Negra and La Cigarra totaled $234,256 (2023 – $682,699). Property investigation of
mineral properties costs totaling $1,440 (2023 – $1,124) were expensed in the period. Finance income increased versus
the prior comparable period and totaled $135,143 (2023 – $27,549).

Nine-month period ended September 30, 2024

The Company recorded a net loss of $3,269,394 or $0.06 per share (2023 – $3,669,567 or $0.08) for the nine-month
period ended September 30, 2024, based on a greater weighted average number of shares outstanding.

Corporate general and administrative expenditure for the nine-month period ended September 30, 2024 totaled $2,806,330
(2023 – $2,719,322), which included non-cash option-based payment expense of $895,708 (2023 – $946,542). Office
and general costs increased to $993,134 (2023 – $961,026) which includes the Company’s offices and staff in Vancouver
and exploration offices in Hermosillo. Also included in office and general is the Company’s promotional, travel and
investor relations expenses, which decreased versus the prior comparable period and totaled $529,640 (2023 – $533,676)
17
due to decreased advertising, marketing and conferences costs during the period. Management fees $180,000 (2023 –
$180,000). Professional fees increased versus the prior comparable period totaling $520,012 (2023 – $393,848) which
includes an increase in consulting and audit fees incurred as well as legal work in Mexico and an accrual for director’s
fees of $60,000 (2023 – $62,500). Regulatory and filing fees decreased to $98,482 (2023 – $103,940).

For the nine-month period ended September 30, 2024, the Company recorded a foreign exchange loss of $121,822 (2023
– loss $10,497). The Company maintains foreign currency in both Mexican peso and US dollar accounts and incurs certain
operating expenditures in each of those currencies, which coupled with consolidating its Mexican subsidiary gives rise to
exchange risk. Exploration expenditures relate to holding and reporting writing work related to Promontorio, La Negra
and La Cigarra totaled $678,187 (2023 – $1,179,181). Property investigation of mineral properties costs totaling $6,735
(2023 – $3,257) were expensed in the period. Finance income increased versus the prior comparable period and totaled
$280,463 (2023 – $60,652).

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2024, the Company had working capital of $8,111,291 (2023 - $1,601,735), with cash and cash
equivalents totaling $7,273,833 (2023 - $435,367). The Company has seen a significant slowdown in the refunding of
IVA tax, which the Company is owed by the Mexican tax authority. The Company continues to maintain filing for such
refunds including the use of third-party consultants to assist in obtaining these refunds and expects that such refunds will
be ultimately collected.

See Subsequent Events and also Financing Activities section of the MD&A for financing details.

The Company plans to continue its exploration efforts in 2024 in Mexico with the use of its current cash position as at the
MD&A date, see Subsequent Events and Outlook section of the MD&A. It also plans to generate opportunities to acquire
new properties and to enter into options or joint ventures with third parties to manage risk. The Company also plans to
finance its future activities primarily through raising capital from private placements of equity capital in the Company
and through payments it receives from option and joint ventures of the Company’s properties to qualified mineral
exploration companies. There can be no assurance that the Company will succeed in obtaining financing, now or in the
future or that it will be successful in obtaining payments through optioning and joint venturing some or all its properties.
Failure to raise sufficient funding for its operations and ongoing business activities on a timely basis could cause the
Company to suspend its operation and eventually to forfeit or sell its interest in its mineral properties.

The Company’s ability to raise additional capital or to receive option payments from third parties is subject to a number
of factors, uncertainties and risks including market conditions that could make it difficult or impossible for the Company
to raise necessary funds to meet our capital and operating requirements. If we are unable to obtain financing through
equity investments, we plan to consider other financing solutions including, but not limited to, joint ventures, credit
facilities or debenture issuances. We are also attuned to the effect of capital markets on many of our joint venture partners
who may not be able to meet their obligations under their option or joint venture agreements.

All cash is held with Schedule A banks either in deposit accounts or guaranteed investment certificates, and the Company
has no joint ventures with any parties that potentially create derivative or hedge risk.

OUTLOOK
The Columba 2024 drill program, plans for 20,000 meters of drilling, which is part of a staged 50,000 meters of drilling.
A total of 3,000 meters was completed in 2023. The Company commenced a 5,000 meter drill program in early April 3,
2024, with the closing of the offering on April 25, 2024, the Company expanded the program to 20,000 meters during
2024, with a budget of $6,000,000 related to drilling. The drilling program will focus on continued step out drilling to
expand on the wide high grade intercepts on the D Vein with targets on other veins such as the B, J and other Veins
planned.

On the culmination of the aforementioned 20,000 meter drill program, subject to results a maiden resource estimate is
planned.

Generative Projects
The Company hopes to continue to fund modest grass roots exploration that generates new mineral discoveries with the
objective of seeking partners to finance the advancement of these projects.

18
The Company continues to review and investigate the progression of its generative portfolio of properties including
projects that have been returned from third parties.

SUMMARY OF QUARTERLY RESULTS

The following table sets forth selected quarterly financial information prepared in accordance with IFRS for each of the
Company’s last eight quarters:

Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4
2024 2024 2024 2023 2023 2023 2023 2022
$ $ $ $ $ $ $ $
Total Revenue (1, 2) 135,143 120,202 25,118 17,410 30,811 14,551 18,552 25,575

Net Loss (998,147) (1,009,329) (1,261,918) (765,869) (1,356,423) (951,723) (1,361,421) (3,138,965) (5)

Loss Per Share(6) (0.02) (0.02) (0.02) (0.02) (0.03) (0.02) (0.03) (0.08)
(1)
Revenue is derived from administration fees, interest income and recovery of IVA taxes.
(2)
The Company recovered IVA from the Mexican tax authority, which is being booked to income directly.
(3)
Includes the recognition of impairment expense related to the carrying value of its Promontorio including La Negra and La Cigarra projects,
being $70,576,209.
(4)
Includes impairment expense of $3,980,948 related to the carrying value of the Copalito project, and $1,757,762 from the gain of the sale of
the Company’s 35% interest in the Cervantes project joint venture.
(5)
Recorded $2,141,337 provision for uncollectible Mexican IVA.
(6)
Loss per share reflects the effect of the share consolidation effective November 14, 2023 being a 10:1 rollback.

SELECTED ANNUAL INFORMATION

The financial statements have been prepared in accordance with IFRS for fiscal years 2023, 2021, and 2020, and are
expressed in Canadian dollars.
As at December 31: 2023 2022 2021

Total Assets $ 23,538,330 $ 22,510,098 $ 88,748,982

Current Liabilities 438,566 324,531 304,638

Shareholders’ Equity 23,099,764 22,185,567 88,444,344

Total Shareholders’ Equity & Liabilities $ 23,538,330 $ 22,510,098 $ 88,748,982

For the year ended December 31: 2023 2022 2021

Finance Income (1) $ 78,042 $ 55,974 $ 43,799

Net Loss (2)(3) (4,435,436) (77,900,130) (4,820,463)

Basic and diluted loss per share(4) $ (0.10) $ (2.16) $ (0.15)

Weighted average number of common shares outstanding(4) 44,116,653 36,066,974 32,003,341

(1)
Finance Income is derived from administration fees, recovery of IVA taxes and interest income
(2)
Net Loss for 2022 includes impairment expense related to the carrying value of its Promontorio, La Negra and La Cigarra projects totalling
$70,576,209; impairment expense of $3,980,948 related to the carrying value of the Copalito project; and $2,141,337 provision for
uncollectible Mexican IVA
(3)
Net Loss for 2021 includes $2,378,027 in loss on the spinout of Kootenay Resources Inc.
(4)
Basic and diluted loss per share and Weighted average number of common shares outstanding reflects the effect of the share consolidation
effective November 14, 2023 being a 10:1 rollback.

RISKS AND UNCERTAINTIES

The Company is in the business of acquiring, exploring mineral properties. It is exposed to several risks and uncertainties
that are common to other mineral exploration companies in the same business. The industry is capital intensive at all
stages and is subject to variations in commodity prices, market sentiment, exchange rates for currency, inflation and other
risks. The Company currently has no source of revenue other than project management fees, and interest on cash balances.
The Company will rely mainly on equity financing to fund exploration activities on its mineral properties.
19
The risks and uncertainties described in this section are not inclusive of all the risks and uncertainties to which the
Company may be subject.

Mining Law Reforms

On June 7, 2023, minority members of the Chamber of Deputies (one of the two Chambers of the Mexican Congress)
filed an unconstitutionality action against the Mining Law Reforms in Mexico which became effective May 9, 2023;
however, it is uncertain when the outcome of such action will be known or if it will be successful. While it is expected
that the Company’s existing projects and permits will not be materially impacted by the Mining Law Reforms based on
an initial analysis, the process to the enactment of the legislation came very quickly. Given that the legislation contains
substantial reforms, and associated regulations have not yet been written/enacted to give effect to the more general
provisions of the legislation for the purpose of interpretation and clarification on operating parameters, it is too early to
know how the Mining Law Reforms will be interpreted and applies. As such, the legislation and its implementation has
not yet been advanced to the level of clarity required for the Company to analyze all potential business impacts. Until
such time as a full analysis of the legislation and the pending regulation is complete or the outcome of the
unconstitutionality action is known, there can be no assurance that the Mining Law Reforms will not have a material
impact on the Company’s operations or plans.

Early Stage – Need for Additional Funds

The Company has no history of profitable operations and its present business is at an early stage. As such, the Company
is subject to many risks common to other companies in the same business, including under-capitalization, cash shortages,
and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance
that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must
be considered considering its early stage of operations.

The Company anticipates future expenditures will require additional infusions of capital; there can be no assurance that
such financing will be available or, if available, will be on reasonable terms. If financing is obtained by issuing common
shares from treasury, control of the Resulting Issuer may change, and investors may suffer additional dilution.
Furthermore, if financing is not available, lease expiry dates, work commitments, rental payments and option payments,
if any may not be satisfied and could result in a loss of the shareholders entire investment.

Exploration and Development

Mineral exploration and development is a speculative business, characterized by several significant risks including, among
other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding
mineral deposits that, though present, are of insufficient size and/or grade to return a profit from production.

All the mineral claims to which the Company has a right to acquire an interest or owns are in the exploration stages and
are without a known body of commercial ore. Upon discovery of a mineralized occurrence, several stages of exploration
and assessment are required before its economic viability can be determined. Development of the subject mineral
properties would follow only if favorable results are determined at each stage of assessment. Few precious and base metal
deposits are ultimately developed into producing mines.

Estimates of mineral resources may not be realized

The mineral resource estimates contained in the Company’s Technical Reports are only estimates and no assurance can
be given that an identified resource will ever qualify as a commercially mineable (or viable) deposit, which can be legally
and economically exploited. In addition, the grade of mineralization ultimately mined may differ from the one indicated
by the drilling results and the difference may be material. Material changes in resources, grades and other factors, may
affect the economic viability of projects.

Earn-In agreements
The Company continues to enter or seek to enter into separate option agreements with publicly listed companies on its
various mineral properties. The terms of such option agreements vary but primarily optioning companies are granted an
option to earn an ownership interest in an exploration property by making cash payments and or issuing shares to the
Company and incurring exploration expenditures. These are not firm payments or expenditure commitments and are
subject to these companies obtaining sufficient financing to fulfill their earn-in requirements. The agreements are also
subject to termination if such payment and expenditure commitments are not fulfilled. On fulfillment of these
commitments, the ownership arrangement and future development of the property will be subject to a joint venture
agreement whereby the Company will be required to finance its proportionate share of exploration expenditures based on
the ownership ratio of each of the parties. There is no certainty that any of these companies will complete the required

20
expenditures on the properties to earn-in on the properties or that they will be able to obtain the necessary financing to
complete the expenditure requirements in which case the costs of carrying and developing the properties will be the
responsibility of the Company.

Operating Hazards and Risks

Mining operations involve many risks, which even a combination of experience, knowledge and careful evaluation may
not be able to overcome. In the course of exploration, development and production of mineral properties, certain risks,
and in particular unexpected or unusual geological operating conditions, including rock bursts, cave-ins, fires, flooding
and earthquakes, may occur. Operations in which the Company has a direct or indirect interest will be subject to all the
hazards and risks normally incidental to exploration, development and production of mineral deposits, any of which could
result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental
damage and possible legal liability for any or all damage.

Although the Company maintains liability insurance in an amount that it considers adequate, the nature of these risks is
such that liabilities could exceed policy limits, in which event the Company could incur significant costs that could have
a materially adverse effect upon its financial conditions.

Political Risk
The Company’s advanced project and certain other property interests are located in Mexico and are subject to that country
and jurisdiction's laws and regulations. Obtaining financing, finding or hiring qualified people or obtaining all necessary
services for the Company’s operations in Mexico may be difficult. The perception of Mexico may make it more difficult
for the Company to attract investors or to obtain any required financing for its exploration projects. The Company believes
the present attitude of the current Mexican government to foreign investment in the exploration and mining sector has
become less supportive of the industry than previous governments. Investors should assess the political risks of investing
in a foreign country. Variations from the current regulatory, economic and political climate could have an adverse effect
on the affairs of the Company.

Supplies, Infrastructure, Weather and Inflation

The Company’s property interests are often located in remote, undeveloped areas and the availability of infrastructures
such as surfaces access, skilled labour, fuel and power at an economic cost cannot be assured. These are integral
requirements for exploration, production and development facilities on mineral properties. Power may need to be
generated on site.

Due to the partial remoteness of its exploration projects, the Company is forced to rely on the accessibility of secondary
roads resulting in potentially unavoidable delays in planned programs and/or cost overruns. The rainy season in Mexico
during the months of June through September can sometimes flood the main access road causing temporary delays.

Metal Prices
The mining industry, in general, is intensely competitive and there is no assurance that a profitable market will exist for
the sale of metals produced even if commercial quantities of precious and/or base metals are discovered. Factors beyond
the control of the Company may affect the marketability of metals discovered. Pricing is affected by numerous factors
beyond the Company’s control, such as international economic and political trends, global or regional consumption and
demand patterns, increased production and smelter availability. There is no assurance that the price of metals recovered
from any mineral deposit will be such that they can be mined at a profit.

Title Risks
Although the Company has exercised due diligence with respect to determining title to properties in which it has a material
interest, there is no guarantee that title to such properties will not be challenged or impugned. The Company’s mineral
property interest may be subject to prior unregistered agreements, or transfers, or conflicting claims; or indigenous claims,
and title may be affected by undetected defects.

Environmental Regulations, Permits and Licenses

The Company’s operations are subject to various laws and regulations governing the protection of the environment,
exploration, development, production, taxes, labour standards, occupational health, waste disposal, safety and other
matters. Environmental legislation in Mexico provides restrictions and prohibition on spills, releases or emissions of
various substances produced in association with certain mining industry operations, such as seepage from tailings disposal
areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines,
penalties and work stoppage. In addition, certain types of operations require the submission and approval of
environmental impact statements. Environmental legislation is evolving in a direction of stricter standards and

21
enforcement, and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry
a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with
changes in governmental regulations has the potential to reduce the profitability of operations. The Company intends to
fully comply with all environmental regulations.

The current operations of the Company require permits from various government authorities and such operations are
governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour
standards, occupational health, waste disposal, toxic substances, land use, environmental, mine safety and other matters.

The Company believes that it is in compliance with all material laws and regulations, which currently apply to its
activities. There can be no assurance, however, that all permits which the Company may require for its operations and
exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations would
not have an adverse effect on any mining project which the Company might undertake.

Competition and Agreements with Other Parties

The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have
greater financial resources and technical capacity. Competition could adversely affect the Company’s ability to acquire
suitable properties or prospects in the future.

The Company may, in the future, be unable to meet its share of costs incurred under such agreements to which it is a party
and it may have its interest in the properties subject to such agreements reduced as a result. Also, if other parties to such
agreements do not meet their share of such costs, the Company may not be able to finance the expenditures required to
complete recommended programs.

Economic Conditions
Unfavorable economic conditions may negatively impact the Company’s financial viability. Unfavorable economic
conditions could also increase the Company’s financing costs, decrease net income or increase net loss, limit access to
capital markets and negatively impact any of the availability of credit facilities to the Company.

Dependence on Management
The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that
management’s services would be unavailable for any reason, a disruption to the operations of the Company could result,
and other persons would be required to manage and operate the Company.

Conflicts of Interest
The Company’s directors and officers may serve as directors or officers, or may be associated with, other reporting
companies, or have significant shareholdings in other public companies. To the extent that such other companies may
participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors
and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction.
If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (BC)
(“Corporations Act”) dealing with conflict of interest. These provisions state that where a director has such a conflict,
that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the
matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British
Columbia, the directors and officers of the Company are required to act honestly, in good faith, and the best interest of
the Company.

Insurance coverage
The mining industry is subject to significant risks that could result in damage to, or destruction of, mineral properties or
producing facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal
liability.

The Company’s policies of insurance may not provide sufficient coverage for losses related to these or other risks. The
Company’s insurance does not cover all risks that may result in loss or damages and may not be adequate to reimburse
the Company for all losses sustained. In particular, the Company does not have coverage for certain environmental losses
or certain types of earthquake damage. The occurrence of losses or damage not covered by insurance could have a material
and adverse effect on the Company’s cash flows, results of operation and financial condition.

Shareholder dilution

22
The Company’s constating documents permit the issuance of an unlimited number of common shares and a limited
number of preferred shares issuable in series on such terms as the Directors determine without the approval of
shareholders, who have no pre-emptive rights in connection with such issuances. In addition, the Company is required to
issue common shares upon the conversion of its outstanding share purchase warrants and options in accordance with their
terms. Accordingly, holders of common shares may suffer dilution.

Uninsurable risks
In the course of exploration, development and production of mineral properties, certain risks and, in particular, unexpected
or unusual geological operating conditions including cave-ins, fires, flooding and earthquakes may occur. It is not always
possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a
result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future
profitability and result in increasing costs and a decline in the value of the securities of the Company.

Disclosure Controls and Procedures

Management is responsible for the preparation and integrity of the Financial Statements and maintains appropriate
information systems, procedures and controls to ensure that information used internally and disclosed externally is
complete and reliable. Management is also responsible for the design of the Company’s internal controls over financial
reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with IFRS.

Readers are cautioned that the Company is not required to certify the design and evaluation of its disclosure controls and
procedures and internal controls over financial reporting and has not completed such an evaluation. The inherent
limitations on the ability of the Company’s certifying officers to design and implement on a cost-effective basis disclosure
controls and procedures and internal controls over financial reporting for the Company may result in additional risks to
the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under
securities legislation.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, receivables and advances, marketable securities,
advances and deposits, accounts payable and accrued liabilities and termination benefit liabilities. The carrying values of
these financial instruments approximate their fair values due to their relatively short periods to maturity and due to the
insignificant carrying values of long-term financial instruments except for marketable securities, which are measured at
fair value through other comprehensive income at each reporting period end.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities.
The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives,
policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout
these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Board has implemented and monitors compliance with risk management
policies.

(a) Credit risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. The Company’s accounts receivable relates to receivables from exploration partners who are
earning a right to the Company’s property via earn-in option agreements, Goods and Services Tax input tax credits and
IVA credits (Mexican Value added Tax refunds) from the Mexican Government. Accordingly, accounts receivable in the
form of tax credits from Canada and Mexico are regarded with minimal risk and receivables from exploration partners
are regarded with moderate risk by the Company.

(b) Liquidity risk:

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its

23
liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to
the Company’s reputation.

The Company prepares annual expenditure budgets, which are regularly monitored and updated as considered necessary.
To facilitate its expenditure program, the Company raises funds through private equity placements. The Company
anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions.

As at September 30, 2024, the Company’s financial liabilities were comprised of accounts payable and accrued liabilities,
which have a maturity of less than one year.

(c) Market risk:

Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management
is to manage and control market risk exposures within acceptable limits while maximizing returns.

(i) Currency risk:

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes
in foreign exchange rates. Although the Company is considered to be in the exploration stage and has not yet developed
commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the
exchange rate between the Canadian, the United States dollar and the Mexican Peso. The Company’s transactions are
denominated in Canadian dollars, United States dollars and the Mexican Peso, the Company has not entered into any
arrangements to hedge currency risk but does maintain cash balances within each currency with a predominate balance
held in Canadian Dollars. Canadian dollars are exchanged when needed to meet foreign denominated liabilities.

The balances denominated in foreign currency are as follows:

September 30, December 31,

2024 2023
US$ US$
Cash and cash equivalents 207,186 25,270
Trade accounts payable and accrued liabilities 26,453 19,668

Mexican Peso Mexican Peso

Cash and cash equivalents 962,126 316,866
Receivables and advances 298,832 109,637
Trade accounts payable and accrued liabilities 475,878 876,770

The Company has completed a sensitivity analysis to estimate the impact of the change in the foreign exchange rates on
net loss for the period. The result of the sensitivity analysis shows a change in +/- 10% in the US Dollar and Mexican
Peso exchange rate could have a collective impact of approximately +/- $29,790 on the Company's net loss. This result
arises primarily because the Company has Mexican Peso denominated cash accounts, accounts receivable and short-term
liabilities. The actual results of a change in foreign exchange rates would depend on the foreign currency denominated
assets and liabilities at the time and could cause the impact on the Company’s results to differ from above.

(ii) Commodity price risk:

Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity
prices. Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and
demand as well as the relationship between the Canadian and United States dollar, as outlined above. The Company is
exposed to the price volatilities for precious and base metals that could significantly impact its future operating cash flow.
As part of its routine activities, management is closely monitoring the trend of international metal prices.

(iii) Interest rate risk:

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The risk that
the Company will realize a loss as a result of a decline in the fair value of cash and cash equivalents is limited because of

24
their short-term investment nature. A variable rate of interest is earned on cash and cash equivalents, changes in market
interest rates at the period-end would not have a material impact on the Company’s financial statements.

OFF BALANCE SHEET ARRANGEMENTS

The Company had no Off-Balance Sheet Arrangements.

TRANSACTIONS WITH RELATED PARTIES

During the nine months ended September 30, 2024, officers of the Company charged management and consulting fees
totaling $457,908 (2023 - $457,908) of which $277,908 (2023 - $277,908) has been recorded under Exploration and
evaluation assets. These amounts were incurred in the ordinary course of business.

Effective January 1, 2008, the Company entered into a consulting agreement with Makwa Exploration Ltd. for the services
of James McDonald to act as the Company’s President and CEO. Effective January 1, 2017, the base monthly fee for
Makwa was amended to $20,833. The consulting agreement extends in increments of 24 months, until terminated.

In addition to the above:

a) For the nine months ended September 30, 2024, the Company incurred $60,000 (2023-
$62,500) for compensation to directors of which $20,000 (December 31, 2023 - $20,000) is
included in accounts payable.
b) For the nine months ended September 30, 2024, the Company recorded $805,147 (2023 –
$727,000) for non-cash share option-based compensation to officers and directors of the
Company, of which $289,645 has been recorded under Exploration and evaluation assets.

FUTURE ACCOUNTING STANDARDS

Critical Accounting Estimates
Please refer to Note 3 of the Company’s Audited Financial Statements for the year ended December 31, 2023, for
additional information under “Significant Accounting Policies”.

Significant areas requiring the use of management estimates include the collectability of amounts receivable, balances of
accrued liabilities, the fair value of financial instruments, the rates for depreciation of property and equipment, the
recoverability of mineral property interests, determination of estimates of deferred tax assets and liabilities, and the
determination of variables used in the calculations of share-based payments. While management believes that these
estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and
cash flows.

OTHER MD&A REQUIREMENTS

Additional Disclosure for Venture Companies without Significant Revenues
The following table sets forth a breakdown of material components of the office and general costs of the Company for
the periods indicated.

Nine Months Year Year

Ended Ended Ended
September 30, 2024 December 31, 2023 December 31, 2022
$ $ $
Office 422,606 523,841 554,028
Telephone and postage 24,560 22,063 30,643
Travel and promotion 529,640 675,802 716,506

25
Disclosure of Outstanding Share Data

The following table states the diluted share capital post consolidation (effective November 14, 2023 being a 10:1 rollback) of the Issuer
as at November 22, 2024:

Number Shares
Outstanding (Diluted)

Outstanding as at December 31, 2023 45,767,030

Private Placement 14,201,853
Share issued at the market program 443,000
Stock option exercise 82,500
Outstanding as at September 30, 2024 60,494,383

Shares reserved for issuance pursuant share purchase warrants outstanding 21,727,839(1)

Shares reserved for issuance pursuant to restricted and deferred share units 905,000
Shares reserved for issuance pursuant share purchase options outstanding 3,437,500(2)
DILUTED TOTAL AS AT NOVEMBER 22, 2024 86,564,722
Notes
(1) As at November 22, 2024, the Company had outstanding share purchase warrants, enabling holders to acquire common shares
as follows:

Number of Shares Exercise Price Expiry Date

3,906,250 2.20 March 8, 2025
226,087 1.60 March 8, 2025
5,555,555 1.40 November 7, 2025
304,387 0.90 November 7, 2025
2,480,391 1.10 February 16, 2026
138,106 0.75 February 16, 2026
527,678 1.12 April 25, 2026
4,620,535 1.68 April 25, 2026
3,772,500 1.40 May 23, 2026
196,350 1.00 May 23, 2026
21,727,839

(2) As at November 22, 2024, the Company had outstanding share purchase options, enabling holders to acquire common shares
as follows:

Number of Shares Exercise Price Expiry Date

65,000 2.70 July 26, 2026
2,145,000 1.55 January 12, 2028
1,227,500 0.90 March 06, 2029
3,437,500

Commitments
The Company has entered various contracts for office and warehouse rent in Canada and Mexico. The following
summarizes the Company's total annual obligations under these agreements as at September 30, 2024:

2024 $ 18,085
2025 64,903
2026 43,100
2027 43,100
$ 169,188

Mineral property payments and project related commitments have been outlined under the property headings found in the
‘Portfolio of Exploration and evaluation assets’ section of this MD&A and the condensed consolidated interim financial
statements for the nine months ended September 30, 2024.
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Disclosure Controls and Procedures
Management is responsible for establishing and maintaining disclosure controls and procedures and internal control over
financial reporting for the Company. Based on an evaluation of the Company’s disclosure controls and procedures as of
the end period covered by this MD&A, management believes such controls and procedures are effective in providing
reasonable assurance that material items requiring disclosure are identified and reported in a timely manner.

Cautionary note regarding preparation of Mineral Reserves and Resources

This MD&A uses the terms “reserves” and “resources” and derivations thereof. These terms have the meanings set forth
in Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian
Institute of Mining, Metallurgy and Petroleum’s Classification System (CIM Standards). NI 43-101 and CIM Standards
may differ significantly from the requirements of the United States Securities and Exchange Commission (the SEC).
Accordingly, information concerning descriptions of mineralization and resources contained in this Management’s
Discussion and Analysis may not be comparable to information made public by US domestic companies subject to the
reporting and disclosure requirements of the SEC.

Approval
This MD&A has been prepared by management with an effective date of November 24, 2024. The MD&A and the
Condensed Consolidated Interim Financial Statements were approved by the Board of Directors of the Company on
November 28, 2024.

ADDITIONAL INFORMATION
Additional information relating to the Company can be found on the Company’s website at www.kootenaysilver.com and
on SEDAR+ at www.sedarplus.ca.

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