Treasury Metals : Financial Reporting Document

2023

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 (Expressed in Canadian dollars)

TABLE OF CONTENTS
INTRODUCTION	3
DESCRIPTION OF THE BUSINESS	3
2023 HIGHLIGHTS	4
Financings	4
Technical Studies	4
Exploration Highlights	4
Corporate Activities	5
Subsequent to December 31, 2023	5
OUTLOOK	6
SUMMARY OF MINERAL EXPLORATION
PROPERTIES	6
Prefeasibility Study for the Complex	6
Value Engineering and Feasibility Studies ..	10
Goliath Project	11
Goldlund Project	11
Community Relations	13
Other Exploration Projects	13
MINERAL PROPERTIES	15
SELECTED ANNUAL INFORMATION	15
SUMMARY OF QUARTERLY RESULTS	17
FINANCINGS	19
Sale of Royalty to SRSR	19
June 2023 Flow-Through Financing	19
Convertible Debt Extension	20
December 2023 Private Placement	20
FINANCIAL INSTRUMENTS AND RELATED
RISKS	20
Management of Capital	21
Risk Disclosures	21
Sensitivity Analysis	22
Fair Value Hierarchy	22
LIQUIDITY AND CAPITAL RESOURCES	23
SHARE CAPITAL	24
Fully Diluted Shares	24
Warrants	24
Share-Based Compensation	25

TRENDS AND RISKS THAT HAVE AFFECTED THE COMPANY'S FINANCIAL CONDITION . 25

OFF-BALANCE SHEET TRANSACTIONS ....	25
CONTINGENCIES AND COMMITMENT	25
RELATED PARTY TRANSACTIONS	26
Compensation of Key Management
Personnel	26
DIVIDENDS	27
ACCOUNTING ESTIMATES AND
JUDGEMENTS	27
ADOPTION OF NEW ACCOUNTING
STANDARDS	27
RISKS AND UNCERTAINTIES	27
MANAGEMENT'S RESPONSIBILITY FOR
FINANCIAL INFORMATION	37
INTERNAL CONTROLS OVER FINANCIAL
REPORTING	37
Disclosure Controls and Procedures	37
Internal Controls over Financial Reporting ..	37
NON-IFRS MEASURES	38
CORPORATE GOVERNANCE	39
ADDITIONAL INFORMATION	39
QUALIFIED PERSON AND TECHNICAL
INFORMATION	39
CAUTIONARY STATEMENTS	40
Cautionary Statement Regarding Forward-
Looking Information	40
Cautionary Statement regarding Mineral
Resource Estimates	41

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

INTRODUCTION

This management's discussion and analysis ("MD&A") reflects the assessment by management of the activities, consolidated financial condition and consolidated results of the operations of Treasury Metals Inc. ("Treasury Metals" or the "Company") for the year ended December 31, 2023. This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the notes thereto (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures in this MD&A are expressed in Canadian dollars, unless stated otherwise. References to CAD and US$ are to Canadian dollars and United States ("U.S.") dollars, respectively. This MD&A is dated March 21, 2024 and information contained herein is presented as of such date, unless otherwise indicated.

Further information about the Company and its operations is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca, on the OTCQX® Best Market ("OTCQX") at www.otcmarkets.comand on the Company's website at www.treasurymetals.com.

DESCRIPTION OF THE BUSINESS

Treasury Metals is a Canadian gold exploration and development company focused on its 100%-owned Goliath Gold Complex (the "Complex"), which includes the district-scale Goliath Project, Goldlund Project and Miller Project. The Complex benefits from access to first-rate infrastructure at its location spanning from the Dryden area to Sioux Lookout, northwestern Ontario, Canada, within the Kenora Mining Division. Treasury Metals is advancing the Complex projects through their respective permitting processes to advance construction and future mine production for open-pit gold mines and underground operations. In 2019, the Federal Minister of Environment released a Canadian Environmental Assessment Act (CEAA 2012) decision statement for the Goliath Project, which concluded that the project was unlikely to result in significant adverse effects to the environment.

In February 2023, the Company completed an independent prefeasibility study (the "Prefeasibility Study") for the Complex prepared in accordance with Canadian National Instrument 43-101 - Standards for Disclosure for Mineral Projects ("NI 43-101"). The technical report, entitled "Goliath Gold Complex - NI 43-101 Technical Report and Prefeasibility Study" and dated March 27, 2023 with an effective date of February 22, 2023 (the "Technical Report"), was filed on March 27, 2023 under the Company's profile on SEDAR+ at www.sedarplus.ca. The Technical Report is the current technical report for the Complex. The Company is continuing additional optimization work to assist in unlocking further value in the Complex and exploration activities to look for opportunities to extend the mine plan. The Company also plans to continue to advance trade-off studies, metallurgical test work and geotechnical investigations based on recommendations in the Prefeasibility Study toward commencing a feasibility-level study including several supporting works that will position the business for long-term success. In addition, the Company has planned an exploration program that will evaluate certain attractive near-mine targets including, but not limited to, the Far East and Fold Nose targets on the Goliath property and the Interlakes and Caracal targets on the Goldlund property. The Company continues to advance environmental monitoring programs and community consultations to support mine permitting.

The Company's issued and outstanding common shares ("Common Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "TML" and also trade on the OTCQX under the symbol "TSRMF". In addition, the Company had common share purchase warrants that traded on the TSX under the symbol "TML.WT" and also traded on the OTCQX under the symbol "TRYMF". These warrants expired on August 7, 2023 and were delisted from the TSX and OTCQX on August 8, 2023. The Company operates its corporate headquarters in Toronto, Ontario, and a project office in Wabigoon, Ontario at the Goliath Project site. The Goldlund Project is operated from the Goliath Project office, approximately 50 kilometres by road from the Goldlund Project. Additional corporate information can be found on the Company's website at www.treasurymetals.com.

The Company requires equity capital and other financing to fund working capital and development activities, corporate overhead costs, exploration and other costs relating to the advancement of exploration and

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

mining properties. The Company's ability to continue as an active mineral property developer and explorer is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. There is no assurance that financing efforts will be successful, sufficient or on terms acceptable to the Company, or if the Company will attain profitable levels of operation in the future.

This MD&A contains "forward-looking" information that is subject to risk factors set out in a cautionary note contained herein.

2023 HIGHLIGHTS

Financings

• On June 1, 2023, the Company completed a non-brokered private placement (the "Offering"), raising gross proceeds of approximately $1.41 million through the issuance of 3.11 million common shares
  ("FT Shares") at a price of $0.452 per FT Share which qualify as "flow-through shares" with respect to "Canadian exploration expenses" within the meaning of the Income Tax Act (Canada) (the "ITA"). The gross proceeds raised from the Offering will be used by the Company to fund exploration programs related to the Company's projects that qualify as "Canadian exploration expenses" and "flow-through mining expenditures" (as those terms are defined in the ITA) (the "Qualifying Expenditures"). All
  Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective no later than December 31, 2024. See "Financings - June 2023 Flow-ThroughFinancing" in this MD&A for additional details.
• On June 15, 2023, the Company negotiated a sixth amendment to its existing Convertible Debt with
  Extract Lending LLC and Extract Capital Master Fund Ltd (together, "Extract"). The sixth amendment resulted in the maturity date of the Convertible Debt being extended to June 30, 2026 (previously June 30, 2023). In addition, the interest rate was changed to a fixed rate of 9.75% per annum (previously a 12-month LIBOR (minimum of 200 basis points) plus 6.50%). As partial compensation for the amendment, Extract was awarded 8,220,655 warrants. These warrants can be exercised up to June 15, 2026, at an exercise price of $0.441 per share, with each Warrant being exercisable for one Common Share. See "Financings - Convertible Debt Extension" in this MD&A for additional details.
• On December 19, 2023, the Company completed a non-brokered private placement, raising gross proceeds of $4,144,500 through the issuance of 29,603,572 units at a price of $0.14 per unit. Each unit consisted of one Common Share and one-quarter of one common share purchase warrant. Each whole warrant is exercisable for one Common Share at an exercise price of $0.21, with an expiration date of December 19, 2028. See "Financings - December 2023 Private Placement" in this MD&A for additional details.

Technical Studies

• On February 22, 2023, the Company provided the results of the Prefeasibility Study, showing that the Goliath Gold Complex contains an economic mineral resource that has been converted to a mineral reserve through application of prefeasibility levels of engineering design and project costing. The project carries an acceptable level of risk and generates free cashflow and return on investment at current estimates of cost and revenue. The Technical Report was filed under the Company's profile on SEDAR at www.sedar.com on March 27, 2023. See "Summary of Mineral Exploration Properties - Prefeasibility Study for the Complex" in this MD&A.

Exploration Highlights

• On January 8, 2023, the Company resumed drilling at the Far East target on the Goliath Property, completing 1,809 metres in seven holes. Following this program, the drill was moved to the Goldlund Property to support metallurgy studies, completing 892 metres in five holes.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

• On January 23, 2023, the Company announced results from the 2022 prospecting program at the Gold Rock Property, including surface grab sample returns of 6.75 g/t gold at 397-metre elevation.
• On June 27, 2023, the Company announced the commencement of its 2023 summer prospecting and mapping program as well as additional exploration results at the Fold Nose Target at the Goliath Property. Results included:

1. 1.03 g/t over 27.00 metres near surface (from 6.0 to 33.0 metres downhole), including 4.76 g/t over 1.50 metres and including 5.60 g/t over 1.50 metres (TL22-641);

1. 0.42 g/t over 38.50 metres (from 227.00-265.50 metres downhole), including 1.69 g/t over 1.50

metres and including 1.65 g/t over 1.00 metres and including 2.03 g/t over 1.00 metres (TL22-637); and

• 1. 0.61 g/t over 21.0 metres (from 307.50-328.50 metres downhole), including 2.35 g/t over 1.0 metres and including 3.41 g/t over 1.14 metres (TL22-637).
• In October 2023, the Company commenced its winter drilling program at the Far East target, completing 3,078 metres in 14 holes. Results from the 2023 drill programs were released on February 29, 2024
  (see "2023 Highlights - Subsequent to December 31, 2023" in this MD&A).

Corporate Activities

• On June 28, 2023, the Company held its annual general meeting of shareholders. At the meeting, two directors, William (Bill) Fisher and Flora Wood, did not stand for re-election. Two new nominees, Michele Ashby and James (Jim) Gowans, were elected to the Board of Directors (the "Board") of the Company. Detailed information on the 2023 Board nominees can be found in the Company's Notice of Meeting and Management Information Circular mailed to shareholders as of the meeting's record date, May 12, 2023, as well as filed under the Company's issuer profile on SEDAR+ at www.sedarplus.caand posted on the Company's website, along with the other meeting materials, at https://treasurymetals.com/investors/annual-meeting-of-shareholders/.
• On September 6, 2023, the Company announced the appointment of James (Jim) Gowans as Chair of the Board, succeeding David Whittle, who resigned from the Board.

Subsequent to December 31, 2023

• The Company issued 4,127,879 common shares (US$500,000) to Sprott Resource Streaming and Royalty Corp. ("SRSR") as part of their quarterly payment obligation (see "Financings - Sale of Royalty to SRSR" in this MD&A).
• On February 29, 2024, the Company released results from the 2023 Far East drill program at the Complex, which was a follow-up program aimed to confirm the continuity of mineralization across the 600-metreGoliath-style target defined by drilling conducted in previous exploration programs. Additional details are available in the Company press release dated February 29, 2024 filed under the
  Company's issuer profile on SEDAR+ at www.sedarplus.ca. Results included:

1. TL23-663intersected 42.9 metres grading 0.54 g/t Au and 14.66 g/t Ag, including 2.0 metres

grading 2.60 g/t Au and 3.40 g/t Ag, and 7.9 metres grading 1.13 g/t Au and 42.69 g/t Ag which includes 1.0 metres grading 4.64 g/t Au and 191.00 g/t Ag;

1. TL23-664intersected 39.3 metres grading 0.64 g/t Au and 5.72 g/t Ag, including 12.7 metres grading 1.37 g/t Au and 11.14 g/t Ag, which includes 1.0 metres grading 5.53 g/t Au and 30.30 g/t

Ag;

1. TL23-661intersected 18.0 metres grading 0.70 g/t Au and 2.94 g/t Ag, including 2.0 metres grading

2.34 g/t Au and 8.65 g/t Ag, and 1.0 metres grading 3.32 g/t Au and 2.40 g/t Ag;

1. TL23-668intersected 25.0 metres grading 0.50 g/t Au and 12.14 g/t Ag, including 4.0 metres grading 1.24 g/t Au and 38.03 g/t Ag, and 1.0 metres grading 4.07 g/t Au and 75.60 g/t Ag; and

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

• o TL22-644 intersected 5.7 metres grading 2.25 g/t Au and 1.58 g/t Ag, including 1.5 metres grading 8.12 g/t Au and 2.50 g/t Ag, and also intersected 10.5 metres grading 0.74 g/t Au and 24.77 g/t Ag, including 1.5 metres grading 1.97 g/t Au and 47.30 g/t Ag.

• Frazer Bourchier resigned from the Board effective March 21, 2024.

OUTLOOK

The fundamental business objective of the Company is to advance the Complex, which includes the Goliath, Goldlund and Miller Projects, to a construction decision. In this regard, the Company has commenced a feasibility study for the Goliath Gold Complex to further derisk the project. The focus in 2024 is to progress feasibility study activities, in addition to advancing permitting and community engagement activities. As part of the feasibility study, the Company will continue pursuing additional optimization work to assist in unlocking further value from recommendations in the Prefeasibility Study and continue exploration activities to look for opportunities to extend the mine plan. Additional comminution studies will be undertaken to minimize risk in crushing and grinding circuit design specifically for Goldlund ore. An additional metallurgical test work program, which will include additional point samples representing different mineralogy, will be undertaken to further understand reagent addition and recovery behavior. The Company also plans to continue to advance trade-off studies and geotechnical investigations, based on recommendations in the Prefeasibility Study and factual reports, toward a feasibility-level study, including several supporting works that will position the business for long-term success. Electrical power supply system and customer impact assessment studies will be progressed during the year. The water management system will be improved by fine tuning and optimizing the water numerical and quality model which will include the latest water monitoring data and results from geotechnical, hydrogeological, and geophysical studies and will inform the developed GoldSim probabilistic water balance model. Ongoing geochemical studies for the Goliath, Goldlund and Miller deposits will progress, and the collected data refined regarding ML/ARD potential of mine materials and waste to inform blend mix design and water management studies.

In addition, the Company is planning an exploration program that will evaluate certain attractive near-mine targets including, but not limited to, the Far East and Fold Nose targets on the Goliath property and the Interlakes and Caracal targets on the Goldlund property.

Structural geological mapping and fault modelling around the Goliath and Goldlund deposits to support mineral resource estimation and optimize mine design will be progressed.

On August 19, 2019, the Federal Minister of the Environment and Climate Change issued a positive decision statement (the "Decision Statement") for the proposed Goliath Project pursuant to the Canadian Environmental Assessment Act, 2012 review process. The Company is now proceeding with provincial and federal approval processes including development of a mine closure plan and seeking a Fisheries Act authorization and other permits and approvals required prior to the commencement of construction or operation of the Goliath Project. Environmental monitoring programs are ongoing at the Goliath, Goldlund and Miller Projects. Collection of environmental baseline data commenced in 2008 at Goliath and 2021 at the Goldlund and Miller projects will continue in 2024 with the objective to use this data to support permitting and community consultation activities. Treasury Metals will continue engagement with local First Nations, Métis and community groups throughout each phase of the development of the projects.

SUMMARY OF MINERAL EXPLORATION PROPERTIES

Prefeasibility Study for the Complex (February 2023)

On February 22, 2023, the Company announced the results of the Prefeasibility Study. The Technical Report was filed on SEDAR+ on March 27, 2023. The Prefeasibility Study was developed by Ausenco Engineering Canada Inc. with collaboration from SRK Consulting (Canada) Inc., SLR Consulting (Canada) Ltd., Minnow Environmental Inc., WSP Canada Inc. and Stantec Inc. These firms provided mineral resource and mineral reserve estimates, design parameters and cost estimates for mine operations, process facilities, waste and tailings storage, permitting, reclamation, equipment selection and operating and capital expenditures. Highlights from the Prefeasibility Study include:

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

• Positive Economics - Unlevered post-tax net present value at a 5% discount rate ("NPV") of $336 million and post-tax unlevered internal rate of return ("IRR") of 25.4%, using a long-term gold price of US$1,750 per ounce and an exchange rate of US$1.00 to C$1.34.
• Increased Production - Average annual production increased from 79,000 ounces to 90,000 ounces per year, with peak production increasing from 119,000 ounces to 128,000 ounces (year 2), compared to the March 2021 Preliminary Economic Assessment (the "PEA") for the Complex. Total ounces produced increased from 1.065 million ounces to 1.175 million ounces, with increased production in the first nine years of mine life.
• Initial Mineral Reserve Declared - Proven and Probable Mineral Reserve of 1.3 million ounces gold (30.3 million tonnes at 1.3 g/t Au).
• Low Capital ("Capex") Intensity Project - Estimated Initial capital of $335 million, including a 30% increase to process plant capacity compared to the PEA, with life of mine capital of $552 million including closure costs and salvage values and a post-tax payback period of 2.8 years.
• Competitive Costs and Profitability - Cash costs of US$820/oz, All-In Sustaining Costs ("AISC") of US$1,008/oz and annual EBITDA and free cash flows of $145 million and $106 million, respectively, over the first five years of production. Life-of-mine free cash flows of $869 million, cash costs of US$935/oz and AISC of US$1,072 on a by-product basis.

The following table provides a summary of the project economics for the Prefeasibility Study; additional details can be found in the Technical Report:

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

Prefeasibility Study Project Economic Analysis Summary

	Description				Unit				Life-of-Mine Total / Average
	General Assumptions
Gold Price			US$/oz		1,750
Silver Price			US$/oz		21
Discount Rate		%			5.0%
Exchange Rate			USD:CAD		0.75
	Production
Mill Head Grade Au			g/t		1.30
Mill Head Grade Ag			g/t		1.77
Mill Recovery Rate Au		%			92.8%
Mill Recovery Rate Ag		%			60.0%
Total Mill Ounces Recovered Au			koz		1,175
Total Mill Ounces Recovered Ag			koz		1,034
Total Average Annual Production Au			koz		90
Total Average Annual Production Ag			koz		80
	Operating Costs
Open Pit Mining Cost			C$/t mined		4.22
Underground Mining Cost			C$/t mined		61.23
Mining Cost (Open Pit + Underground)			C$/t milled		32.83
Goldlund Ore Haulage to Mill			C$/t milled		7.00
Processing Cost			C$/t milled		11.34
G&A Cost			C$/t milled		3.54
Refining and Transport Au			C$/oz Au		5.00
Refining and Transport Ag			C$/oz Ag		0.26
Total Operating Costs			C$/t milled		47.71
	Cash Costs and All-in Sustaining Costs (By-Product Basis)
Operating Cash Costs*			US$/oz Au		935
All-in Sustaining Cost **			US$/oz Au		1,072
	Capital Expenditures
Initial Capital Cost			C$M		335
Sustaining Capital Cost			C$M		198
Closure Capital Cost			C$M		29
Salvage Value			C$M		10
	Economics
Pre-tax NPV @ 5%			C$M		469
Pre-tax IRR		%			29.3%
Pre-tax Payback			years		2.8
Post-tax NPV @ 5%			C$M		336
Post-tax IRR		%			25.4%
Post-tax Payback			years		2.8

Note: * Cash costs consist of mining costs, processing costs, G&A and refining charges and royalties. Cash cost is calculated on a by-product basis. **

AISC includes cash costs plus sustaining capital, closure costs and salvage value. AISC is calculated on a by-product basis. Source: Ausenco, 2023.

Sensitivities and consulting firms and area of responsibility are described in the Technical Report available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

Goliath Gold Complex Mineral Resource Estimate

(Effective: January 17, 2022)

	Type			Classification		Cut-off			Tonnes			Au (g/t)		Au (Oz)		Ag (g/t)		Ag (Oz)
				Measured		0.25 / 0.3		6,223,000		1.20		239,500		4.70		940,600
Open Pit		Indicated		0.25 / 0.3		58,546,000		0.82		1,545,000		2.53		1,878,500
	Measured + Indicated		0.25 / 0.3		64,769,000		0.86		1,784,500		2.99		2,819,100
				Inferred		0.25 / 0.3		32,301,000		0.73		754,900		0.80		85,200
				Measured		2.20		170,000		6.24		34,100		22.34		122,100
Underground		Indicated		2.20		2,772,000		3.59		320,000		7.08		580,800
	Measured + Indicated		2.20		2,942,000		3.74		354,100		8.04		702,900
				Inferred		2.20		270,000		3.21		27,900		4.06		6,300
				Measured				6,393,000		1.33		273,600		5.17		1,062,700
Total		Indicated				61,318,000		0.95		1,865,000		2.98		2,459,300
	Measured + Indicated				67,711,000		0.98		2,138,600		3.42		3,522,000
				Inferred				32,571,000		0.75		782,800		0.84		91,500

Notes: 1. Mineral Resources were estimated by ordinary kriging by Dr. Gilles Arseneau, associate consultant of SRK Consulting (Canada) Inc., Mineral Resources were prepared in accordance with NI 43-101 and the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2019). This estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. Mineral Resources that are not mineral reserves do not have demonstrated economic viability. 2. Mineral Resource effective date January 17, 2022. 3. Goliath Open Pit Mineral Resources are reported within an optimized constraining shell at a cut-off grade of 0.25g/t gold that is based on a gold price of US$1,700/oz, a silver price of US$23/oz, and a gold and silver processing recovery of 93.873*Au(g/t)^0.021 and 60% respectively. 4. Goldlund Open Pit Mineral Resources are reported within an optimized constraining shell at a cut-off grade of 0.3g/t gold that is based on a gold price of US$1,700/oz and a gold processing recovery of 90.344xAu(g/t)^0.0527. 5. Miller Open Pit Mineral Resources are reported within an optimized constraining shell at a cut-off grade of 0.3 g/t gold that is based on a gold price of US$1,700/oz and a gold processing recovery of 93.873*Au(g/t)^0.021. 6. Goliath Underground Mineral Resources are reported inside shapes generated from Deswick Mining Stope Optimiser (DSO) at a cut-off grade of 2.2g/t gold that is based on a gold price of US$1,700/oz, a silver price of US$23/oz, and a gold and silver processing recovery of 93.873*Au(g/t)^0.021 and 60% respectively. 7. Goldlund Underground Mineral Resources are reported inside DSO shapes at a cut-off grade of 2.2g/t gold that is based on a gold price of US$1,700/oz and a gold processing recovery of 90.344xAu(g/t)^0.0527. 8. Gold and Silver assays were capped prior to compositing based on probability plot analysis for each individual zones. Assays were composited to 1.5 m for Goliath, 2.0 m for Goldlund and 1.0 m for Miller. 9. Excludes unclassified mineralization located within mined out areas. 10. Silver grade and ounces are derived from the Goliath tonnage only. 11. Goliath Open Pit and Goldlund/Miller cut-off grades are 0.25g/t and 0.30g/t, respectively. 12. All figures are rounded to reflect the estimates' relative accuracy, and totals may not add correctly.

The Prefeasibility Study is based on the combined open pit and underground Measured and Indicated portion of the 2022 Mineral Resource Estimate. The Proven and Probable Mineral Reserves for the Complex are estimated at 30.3 million tonnes at an average grade of 1.3 g/t Au for 1.3 million ounces of contained gold.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2023

Goliath Gold Complex Mineral Reserves Estimate

(Effective: December 31, 2022)

	Classification		Quantity		Au		Au		Ag		Ag
		(kt)		(g/t)		(koz)		(g/t)		(koz)
	Open Pit - Goliath
	Proven		3,969		1.05	134		3.22		410
	Probable		5,580		0.67	119		2.20		395
	Proven & Probable		9,549		0.83	254		2.62		805
	Open Pit - Goldlund
	Proven		-		-		-		-		-
	Probable		16,256		1.19	621		-		-
	Proven & Probable		16,256		1.19	621		-		-
	Open Pit - Miller
	Proven		-		-		-		-		-
	Probable		738		1.03	24		-		-
	Proven & Probable		738		1.03	24		-		-
	Underground - Goliath
	Proven		596		3.96	76		16.73		321
	Probable		3,180		2.85	292		5.85		598
	Proven & Probable		3,776		3.03	368		7.56		918
	Total
	Proven		4,565		1.43	210		4.98		731
	Probable		25,754		1.28	1,057		1.20		993
	Proven & Probable		30,319		1.30	1,267		1.77		1,724

Notes: 1. Mineral reserves with an effective date of December 31, 2022 are founded on and included within the mineral resource estimates, with an effective date of January 17, 2022. 2. Mineral reserves were developed in accordance with CIM Definition Standards (2014). 3. Open pit mineral reserves incorporate 10%, 7% and 9% dilution for Goliath, Goldlund and Miller, respectively. Open pit mineral reserves include 1% loss for Goliath and Miller, no losses are included for Goldlund. Goliath underground mineral reserves include 5% dilution and 0% loss for development. For stopes at Goliath underground, the mineral reserves include 15% dilution (both downhole and uphole stopes) and 90% (downhole) and 80% (uphole) recovery. 4. Open pit mineral reserves are reported based on open pit mining within designed pits above cut-off values of C$15.22/t, C$16.00/t and C$23.63/t for Goliath, Goldlund and Miller, respectively. Goliath underground mineral reserves are reported based on underground mining within designed underground stopes above a mill feed cut-off value of C$107.66/t (inclusive of 15% mining dilution). The cut-off values are based on a gold price of US$1,550/oz Au, a silver price of US$22, transportation costs of C$5/oz Au, payabilities of 99% Au and 97% Ag, LOM average gold recoveries of 94.2% for Goliath, 94.3% for Goldlund and 94.0% for Miller, and a silver recovery of 60% for Goliath. 5. Underground mineral reserves following Year 13 have been removed from the LOM plan and thus are excluded in the mineral reserve table above. Some low grade Goldlund material above cut-off is not fed to the plant and therefore not included in the mineral reserves. 6. The Qualified Person for the open pit mineral reserve estimate is Colleen MacDougall, Peng; and the Qualified Person for the underground mineral reserve estimate is Sean Kautzman, Peng, both are SRK Consulting (Canada) Inc. employees. 7. Rounding may result in apparent summation differences between tonnes, grade and contained metal.

See the Technical Report for additional details on the Prefeasibility Study.

Value Engineering and Feasibility Studies

The Company continues to pursue and refine value engineering and technical studies in support of updated economics for the life of the project. Metallurgical test work was initiated in May 2023 through to the fourth quarter of 2023 with a focus on Goldlund crushing requirements and gold recovery methods. CIL/CIP tradeoff studies to assess improvements in the process flow sheet were completed as part of value engineering. A grade engineering program which aimed at upgrading Goldlund and Miller ore through reducing haulage costs was finalized. Geotechnical investigations commenced in June 2023 and include extensive geophysical, hydrogeological and geochemical test work and modeling to support feasibility study. Field work and studies concluded in August 2023 with the issuance of reports through Q4 2023 with a recommendation to advance a detailed structural model with the planned update to the mineral resource estimate for the Complex. Site wide geotechnical investigations included factual geotechnical reporting to inform the site wide water balance and quality modelling in GoldSim currently in progress. Prefeasibility Study assumptions regarding rock quality and potential modes of failure were investigated to aid project infrastructure layouts and designs. Trade-off studies to supply power at 230 vs 115kV were concluded. An electrical system impact assessment study to assess power supply system capability of the 115kV powerline and the potential effects of our operations on other consumers is in progress.

The purpose of evaluating all additional options is to improve project economics (Net Present Value (NPV) and Internal Rate of Return (IRR)) while mitigating project risks as well as simplifying environmental permitting. Work on these studies will continue in 2024.

Treasury Metals Inc.

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