Western Atlas Resources : WA MDA Q4 2023 FINAL

Western Atlas

Resources Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023

Western Atlas Resources Inc.
Management's Discussion and Analysis for the year ended December 31, 2023
Table of Contents
1.	Introduction	3
2.	Highlights to December 31, 2023 and Subsequent Events	5
3.	Outlook for 2024	13
4.	General Description of the Properties	13
5.	Selected Financial Information	14
6.	Financial Review and Results of Operations	16
7.	Risks and Uncertainties	19

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

1. Introduction

The following Management's Discussion and Analysis ("MD&A") of Western Atlas Resources Inc. and its subsidiaries, (the "Company", "Western Atlas Resources", "Western Atlas", "WA", "we", "us" or "our") should be read in conjunction with the audited consolidated statements for the year ended December 31, 2023, and the related notes therein. All financial information in this MD&A has been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board, and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

This MD&A is current as at April 26, 2024.

General Description of the Business and Corporate Structure

Western Atlas and its subsidiaries are primarily involved in the discovery, acquisition, and development of mineral deposits in premier mining jurisdictions. The address of the Company's registered and records office is 1700 - 666 Burrard Street, Vancouver, BC V6C 2X8. The Company is publicly listed on the TSX Venture Exchange ("TSX-V") under the ticker symbol "WA".

Western Atlas has one wholly owned subsidiary, Western Atlas Holding Corp., which was incorporated under the Business Corporations Act (British Columbia). Western Atlas Holding Corp. has two wholly owned subsidiaries, 5530 Nunavut Inc., which was incorporated under the Business Corporations Act of Nunavut and holds Western Atlas Resources' interest in the Meadowbank mineral properties in Nunavut, Canada, and Andes Ecosucursal S.A.S. which was incorporated in Ecuador.

Forward-Looking Statements

This MD&A contains forward-looking statements and information about the Company which reflect management's expectations regarding the Company's future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of deposits and the success of exploration activities) and opportunities. In addition, the Company may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intends", "plan", "forecast", "budget", "schedule", "project", "estimate", "outlook", or the negative of those words or other similar or comparable words.

Forward looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievement or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievement or realities. Although the forward-looking statements and information contained in this MD&A reflect management's current beliefs based upon information currently available to management and based

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements and information. The material factors or assumptions used to develop forward-looking information in this MD&A include prevailing and projected market prices, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements and information. Such risks and factors include, but are not limited to, the following: the Company's dependence on two principal exploration stage project; dependence on future financing; no known mineral reserves on the Company's properties; historical dependence on distribution of securities for funding requirements; uncertainty in global market and economic conditions; the Company may not be able to generate revenues; substantial sales of the Company's Common Shares will likely result in the significant decline of the trading price of the Common Shares; the speculative nature of the exploration of natural resource properties; there are uninsurable risks which could reduce or eliminate any future profitability; the Company may not have good title to its mining claims; use of unreliable historical data; competition from other exploration companies; dependence on key personnel; government regulations and environmental concerns; issuances of securities of the Company will result in dilution to holders of the Common Shares; officers and directors of the Company own a significant number of Common Shares and can exercise significant influence; conflicts of interest; marketability of mineralized material is subject to numerous factors; fluctuation in mineral prices; no cash dividends have been declared or paid by the Company; increased costs and compliance risks as a result of being a public company; non-profit government organization intervention; currency risk; enforcement of civil liabilities; risks related to joint ventures; and the Company's principal properties are located in remote areas. For further details, see the section on Risks and Uncertainties in this MD&A.

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements or information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward-looking statements and information contained herein are made as of the date of this MD&A and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement or information. Accordingly, readers should not place undue reliance on forward looking statements and information contained in this MD&A and the documents incorporated by reference herein. All forward-looking statements and information disclosed in this MD&A are qualified by this cautionary statement.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

2. Highlights to December 31, 2023 and Subsequent Events

Corporate Highlights

On March 23, 2018, the Company entered into an Amalgamation Agreement with Pacific Topaz Resources Ltd. ("PPZ") and 1157818 B.C. Ltd. ("Subco"), pursuant to which the Company will amalgamate with PPZ's wholly owned Subco which will continue as one corporation wholly owned by PPZ following the amalgamation. Pursuant to the agreement, the Company's shareholders will be issued an aggregate of 40,001,566 common shares of PPZ at a deemed price of $0.125 per share, representing an exchange ratio of 1.2410 PPZ shares exchanged for 1 share of the Company (the "Exchange Ratio"), at the date of the amalgamation.

After giving effect to the amalgamation, it is expected that former Western Atlas Resources shareholders will hold approximately 65% of the issued and outstanding PPZ Shares. Consequently, the transaction contemplated by the amalgamation agreement constitutes a reverse take-over of PPZ by the Company.

On June 18, 2018, Western Atlas Resources Inc. announced the closing of its previously announced business combination with Pacific Topaz Resources Ltd. and 1157818 B.C. Ltd. Pursuant to the Amalgamation, PPZ consolidated its shares on a 2:1 basis and completed a non-brokered private placement of 10,000,000 subscription receipts at a post-consolidation price of $0.20 per subscription receipt ("Subscription Receipts") for aggregate gross proceeds of $2,000,000 (the "Financing"). 5,892,500 of the Subscription Receipts were exchanged for Resulting Issuer shares issued on a flow- through basis, and 4,107,500 of the Subscription Receipts were exchanged for 4,107,500 non-flow- through units comprised of 4,107,500 post-consolidated shares and 2,053,750 post-consolidated warrants. Upon completion of the Amalgamation, former Western Atlas shareholders were issued an aggregate of 40,001,566 post-consolidated shares at a price of $0.125 per share, representing an exchange ratio of 1.2410.

Upon closing of the Transaction, the board of Western Atlas Resources Inc. was reconstituted to be comprised of Serafino Iacono, Fabio Capponi, Jose Francisco Arata and Michael Galego Dacosta. Fabio Capponi and Susan Rubin were appointed CEO and CFO of the Company, respectively.

On July 24, 2018, Western Atlas Resources announced that the Company's CEO directly and indirectly acquired a cumulative amount of 500,000 common shares of the Company pursuant to a private agreement and that as a result of the acquisition of securities described above, the Company has been advised that Mr. Capponi now holds 13,672,250 common shares, representing 24.37% of the issued and outstanding common shares of the Company.

On December 20, 2018, the Company announced the appointment of David Laing as Corporate Development and Technical Advisor. Former Chief Operating Officer ("COO") of Equinox Gold, David is a mining engineer with an extensive experience in the mining and banking industries including mining construction and operations, engineering studies, mining finance, investor relations, mergers and acquisitions, and corporate development. Prior to Equinox Gold, David was the COO of True Gold Mining and COO and Executive VP of Quintana Resources Capital, a base metals streaming company. He was also one of the original executives of Endeavour Mining, a gold producer in West Africa. David currently serves as Director of several publicly listed companies including Fortuna Silver Mines and Sandspring Resources.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

On August 31, 2019, the Company entered into a letter of intent ("LOI") with Aris Mining Corporation ("Aris") (formerly GCM Mining Corporation), whereby Western Atlas would acquire from Aris all of the outstanding shares of Medoro Resources International Ltd. ("Medoro"), an indirect wholly owned subsidiary of Aris. Medoro holds mining rights to the Lo Increible 4A and Lo Increible 4B concessions near the town on El Callao, Bolivar State, Venezuela (the "Increible Project").

The LOI further contemplated that the board of directors of Western Atlas would be reconstituted such that Michael Galego Dacosta would be replaced by Miguel de la Campa. A new board position would be created, and an additional nominee of Aris will be nominated for election to the board of Western Atlas at its next annual general meeting.

On September 3, 2019, the Company announced a non-brokered private placement to raise gross proceeds ranging between $3,000,000 and $5,000,000 in a mix of flow-through ("FT") and non-flow through ("NFT") units (the "Private Placement"), with Aris purchasing NFT units for proceeds of up to $1,400,000 and up to 19.9% of the issued and outstanding common shares of Western Atlas post- closing of the Private Placement.

On October 10, 2019, Western Atlas announced that pursuant to the Company's press release issued on September 3, 2019, it has signed the Share Purchase Agreement with Aris pursuant to which Western Atlas will issue up to 59,115,555 common shares in the capital of the Company (the "Consideration Shares") to acquire all of the issued and outstanding shares of the capital of Medoro Resources International Ltd ("Medoro").

The Share Purchase Agreement provides that the Company will purchase all of the outstanding Medoro Shares for a purchase price of US$20,000,000 to be satisfied by the issuance to Aris of the Consideration Shares. The Consideration Shares will be issued at a deemed price of $0.45 per Common Share. Upon completion of the Transaction, 100% of the Medoro Shares will be held by Western Atlas.

Completion of the Transaction is subject to approval from the TSX Venture Exchange and certain other additional conditions precedent in the Share Purchase Agreement, including the occurrence of both of the following events (the "Closing Triggers"):

1. current government of Venezuela being replaced by an internationally recognized and democratically elected government; and
2. completion of the lawful transfer and registration of transfer to Medoro (or to one or more of Medoro's Venezuelan subsidiaries) of the Increible Project (as defined below) by
   Venezuelan authorities of competent jurisdiction.

While Medoro holds the mining rights to the Lo Increible 4A and Lo Increible 4B concessions (the "Increible Project"), it is unable to use the rights due to actions by the Venezuelan government which will require Medoro to complete the process of restitution, which is the second of the two Closing Triggers described above. A working committee consisting of one representative from each of Western Atlas and Aris has been formed to manage the process of restitution to Medoro of the mineral rights to the Increible Project. The Share Purchase Agreement provides that, at the direction of the Committee, Aris and Medoro will take all actions necessary for the restitution to Medoro of the Increible Project, including, without limitation, hiring consultants, issuing of powers of attorney and negotiating terms for the restitution of such rights.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

The Closing Triggers must occur no later than the second anniversary of the date of the closing of the Private Placement (the "Outside Date"), being October 10, 2021. Should the Closing Triggers not occur by the Outside Date, the Share Purchase Agreement will be terminated. On June 10, 2021 the Outside Date was extended to October 9, 2023.

Also, on October 10, 2019, the Company announced the closing of its previously announced Private Placement for total gross proceeds of $1,900,000. In connection with the closing of the Private Placement, Western Atlas has issued a total of 22,255,883 units which consisted of 550,000 flow- through units at $0.10 per unit and 21,705,883 non-flow through units at $0.085 per unit.

• Each flow-through unit consisted of one flow-through common share and one-half (1/2) of one non-flow-through common share purchase warrant, with each whole warrant exercisable for one additional common share at a price of C$0.20 for a period of two years from the closing of the Private Placement.
• Each non-flow-through Unit consisted of one non-flow-through common share and one-half (1/2) of one non-flow-through common share purchase warrant, with each whole warrant exercisable for one additional common share at a price of C$0.20 for a period of two years from the closing of the Private Placement.

On December 6, 2019, Western Atlas announced that pursuant to the results of the special meeting of its shareholders, Aris became a control person of the Company, as such term is defined under the policies of the TSX Venture Exchange.

On January 10, 2020, the Company announced that pursuant to the results of the annual general and special meeting, Lombardo Paredes was appointed as a Director of the Company and that all of the matters contained in the Company's Management Information Circular were approved. Among the matters approved was the transaction contemplated by the Share Purchase Agreement, announced on October 10, 2019, by and between the Company and Aris as more particularly described in the information circular.

On July 8, 2020 Western Atlas Resources announced a non-brokered private placement to raise gross proceeds of C$2,000,000 in a mix of flow-through ("FT Units") and non-flow-through units ("NFT Units") at a price of C$0.10 per unit, with Aris Mining Corporation (formerly GCM Mining Corporation) purchasing 14,000,000 NFT Units for proceeds of C$1,400,000.

On July 17, 2020, the Company closed it previously announced oversubscribed non-brokered private placement (the "Private Placement") issuing 35,900,000 units for aggregate gross proceeds of $3,590,000.

The Private Placement included the sale of 14,700,000 FT Units and 21,200,000 non-flow- through units NFT Units.

• Each FT Unit consisted of one flow-through common share and one-half (1/2) of one non- flow-through common share purchase warrant, with each whole warrant exercisable for one additional common share of the Company at a price of C$0.15 per share for a period of two years from the closing of the Private Placement.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

• Each NFT Unit consisted of one non-flow-through common share and one non-flow-through common share purchase warrant, with each whole warrant exercisable for one additional common share of the Company at a price of C$0.15 per share for a period of two years from the closing of the Private Placement.

The proceeds of the Private Placement were used for the exploration of the Company's Meadowbank project in Nunavut, seeking restitution of the Increible Project, the potential addition to the Company's exploration portfolio of one or more properties located in different jurisdictions and for general administrative expenses. The proceeds from the sale of the FT Units were used for Canadian Exploration Expenses and qualify as "flow-through mining expenditures", as defined in the Income Tax Act (Canada).

Upon closing of the Private Placement, Aris held 29,910,588 common shares and 21,955,294 share purchase warrants of the Company. These share purchase warrants have all expired unexercised - 14,000,000 on July 17, 2022 and the balance on October 9, 2022. Aris previously held 15,910,588 common shares of the Company. The common shares held by Aris on closing of the Private Placement represent approximately 25% of the outstanding common shares of Western Atlas.

Aris advised that it acquired the NFT Units for investment purposes and had no present intention to acquire further securities of the Company, although it may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrants or options of the Company.

On June 10, 2021, the Company announced that it had entered into an agreement with Aris to extend the outside date by which the acquisition from Aris of all the outstanding shares of Medoro Resources International Ltd. must now occur on or before October 9, 2023 (previously October 10, 2021).

On May 17, 2022, the Company registered Andes Ecosucursal S.A.S., an Ecuadorian company, which is 100% owned by Western Atlas subsidiary, Western Atlas Holding Corp.

On December 15, 2022, the Company announced that pursuant to the Company's Stock Option Plan, a total of 3,175,000 incentive stock options were granted to directors, officers, employees and consultants of the Company. The stock options are exercisable at a price of C$0.05 per share for a period of two years, subject to regulatory approval.

On January 17, 2023 Serafino Iacono resigned from the Board of Directors of the Company for personal reasons.

On February 9, 2023 Lombardo Paredes resigned from the Board of Directors of the Company.

On April 17, 2023 the Company announced that it intends to consolidate its issued and outstanding common shares on a four-for-one basis (4:1), and that it plans to undertake a non-brokered private placement to raise gross proceeds of up to C$2,000,000 through the sale of flow-through and non- flow-through units, on a post consolidated basis.

On April 30, 2023 Miguel de la Campa resigned from the Board of Directors of the Company.

On May 1, 2023, the Company announced the appointment of Stephen Wilkinson, M.Sc. (Geology), B.Sc. (Geology), MBA as Director of Western Atlas. In connection with Mr. Wilkinson's appointment to the board of directors, the Company granted him 500,000 incentive stock options and 300,000 restricted share units.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

On May 15, 2023, the Company announced a binding agreement with Recursos Iberoamericanos S.L. (Riber) a company organized and existing under the laws of Spain, to work together to identify and acquire mineral projects located in Latin America, including Venezuela. Any joint venture involving the Company and Riber will be carried out through newly incorporated joint venture companies expected to be owned by Western Atlas and Riber on a 70/30 basis, with Western Atlas acting as the operator of the joint venture.

On October 9, 2023, the Share Purchase Agreement between the Company and Aris Mining Corporation regarding the acquisition of all of the outstanding shares of Medoro Resources International Ltd. expired.

On November 8, 2023, 300,000 RSU's which were issued on May 2, 2023 were settled by the issuance of 300,000 common shares of the Company.

On November 8, 2023 the Company announced that it has entered into a binding letter of intent with three arm's length parties including VV8 Investment Holding Corp ("VV8") to undertake a non- brokered private placement (the "Private Placement") to raise gross proceeds of C$4,000,000 through the sale of common shares of the Company. The common shares sold in the Private Placement will be issued at a price of $0.06 per common share after giving effect to a 4:1 consolidation of the Company's common shares (the "Consolidation").

On November 15, 2023 the Company announced the appointment of Cesar Augusto Torresini as a new Director of the Company. The Company also announced that grant of 3,300,000 Restricted Share Units to certain directors and an officer in recognition of their contributions to the Company.

On March 15, 2024, The Company announced that it cancelled the previously announced private placement and consolidation of common shares. In breach of the irrevocable Subscription Agreements, the Subscription Funds due and owing were not paid to the Company.

On March 27, 2024, the Company entered into a convertible loan agreement for $30,000 with Fabio Capponi, the Company's CEO. The loan is divided into two tranches of $15,000 each with the first $15,000 tranche transferred to the Company on March 27, 2024. The second tranche was transferred to the Company on April 22, 2024. The Company agreed to repay the loan together with interest accruing from the date of transfer at a rate of 2.3% per annum, being a 50% discount to the Bank of Canada 1-year interest rate. The principal plus accrued interest will be repaid under certain conditions in full in cash unless the parties to the loan agree otherwise.

On April 17, 2024 the Company settled 3,300,000 RSUs that were issued on November 14, 2023 through the issuance of 3,300,000 common shares in the Company.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the year ended December 31, 2023

Exploration Highlights

In December 2016, through Discovery Mining Services Ltd., a full-service provider based in Yellowknife, NWT, WA began a staking program of approximately 58,000 hectares of mineral claims in the area of Meadowbank, Nunavut, Canada ("Meadowbank Project" or "Meadowbank mineral claims"). The staking of the Meadowbank mineral claims was completed in two phases with the filing of the mineral claims record applications before Indigenous and Northern Affairs of Canada ("INAC") on January 1, 2017 and February 16, 2017 respectively.

On May 3, 2017, WA hired Precision GeoSurveys Inc. ("Precision") in order to run approximately 3,800 km of airborne geophysical survey of the Meadowbank mineral claims, which was completed on June 1, 2017.

On May 19, 2017, WA received the Land Use Permit from INAC, for its Meadowbank Project.

On July 28, 2017, WA received the water licence for 5530 Nunavut Inc. Meadowbank Precious Metals project. The water licence was issued by the Nunavut Water Board pursuant to its authority under Article 13 of the Agreement between the Inuit of the Nunavut Settlement Area and Her Majesty the Queen in Right of Canada (Nunavut Agreement).

On August 4, 2017, WA completed a field geological program in the Meadowbank project area comprising of geological and structural mapping, and rock and till sampling of specific targets. In total, 140 grab, composite grab, and chip samples were taken, with encouraging sampling results returned values of up to 13.30 g/t Au. Samples were analyzed by Activation Laboratories Ltd. (Actlabs) in Ancaster, Ontario and results released September 12, 2017.

On September 13, 2017, Roscoe Postle Associates Inc. (RPA) finalized the NI 43-101 Technical Report for WA's Meadowbank area project. This report, titled "Technical Report on the Meadowbank Area Project, Nunavut Territory, Canada", was prepared and signed by Paul Chamois M.Sc., P.Geo., Principal Geologist at RPA and a "qualified person" as defined in NI 43-101 independent of WA and PPZ. The Technical Report is available for review on WA's website at www.westernar.com.

On July 20, 2018, the Company announced the completion of a 1,518 line kilometres VTEM survey on its Meadowbank Project and provided the market with an update on the previously announced exploration program.

On August 27, 2018, the Company announced that it has started a 35-line kilometres ground induced polarization survey over specific targets located in the Block B at its Meadowbank Project in Nunavut and provided corporate update. This survey was completed on September 21, 2018.

On February 18, 2020, Western Atlas announced its initial diamond drill program of up to 4,000 metres at its 100% owned Meadowbank Gold Project - Block B, target B1 located in Nunavut, Canada. The Company started the discovery focused drilling campaign on July 14, 2020, targeting previously identified geological features such as banded iron formation (BIF) and shear zones with interpreted total strike lengths of 15 km and 6 km, respectively.

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