Financial Reports

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# Financial Reports

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## Content

# Financial Reports
HELIOSTAR METALS LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and six months ended June 30, 2026 and 2025
1
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 and 2025
Contents
INTRODUCTION ............................................................................................................................................................. 3
BUSINESS OVERVIEW ....................................................................................................................................................4
MAJOR CORPORATE MILESTONES DURING THE SIX MONTHS ENDED JUNE 30, 2026 ...............................................4
FINANCING ....................................................................................................................................................................5
ACQUISITION OF GOLDSTRIKE PROJECT ....................................................................................................................... 5
OPERATING PERFORMANCE .........................................................................................................................................7
Consolidated ............................................................................................................................................................. 7
La Colorada Operations ............................................................................................................................................8
San Agustin Operations.............................................................................................................................................8
Non-GAAP Financial Measures ...................................................................................................................................10
DEVELOPMENT AND EXPLORATION ...........................................................................................................................13
a) Ana Paula Project .........................................................................................................................................13
b) San Antonio Project ......................................................................................................................................14
c) Cerro del Gallo Project..................................................................................................................................14
d) Unga Project, Alaska, USA ............................................................................................................................14
e) North Sonora Project ....................................................................................................................................15
f) Goldstrike Project .........................................................................................................................................15
FINANCIAL RESULTS ....................................................................................................................................................16
CONTROLS EVALUATION.............................................................................................................................................21
OFF-BALANCE SHEET ARRANGEMENTS ......................................................................................................................21
SIGNIFICANT RELATED PARTY TRANSACTIONS ..........................................................................................................21
COMMITMENTS AND UNCERTAINTIES .......................................................................................................................22
ACCOUNTING POLICIES, KEY SOURCES OF ESTIMATION UNCERTAINTY AND JUDGEMENT .....................................22
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT ...........................................................................................23
RISKS AND UNCERTAINTIES ......................................................................................................................................24
DISCLOSURE OF OUTSTANDING SHARE DATA ...........................................................................................................24
PROPOSED TRANSACTIONS ........................................................................................................................................ 25
QUALIFIED PERSON .....................................................................................................................................................25
2
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 and 2025
INTRODUCTION
This Management’s Discussion and Analysis (“MD&A”) for Heliostar Metals Limited (“Heliostar” or the “Company”)
was prepared to conform to National Instrument 51-102F1 and was approved by the Board of Directors prior to its
release. Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary
from management’s expectations. Readers are encouraged to read the Forward-Looking Statement disclaimer
included with this MD&A.
This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated interim financial
statements for the three and six months ended June 30, 2026 and 2025, and the annual audited consolidated financial
statements for the nine months ended December 31, 2025, and year ended March 31, 2025, and the notes contained
therein. The unaudited condensed consolidated interim financial statements were prepared in accordance with
International Financial Accounting Standards as issued by the International Accounting Standards Board (“IFRS
Accounting Standards”) applicable to the preparation of interim financial statements including International
Accounting Standard (“IAS”) 34, Interim Financial Reporting. The Company uses certain non-IFRS financial measures
in this MD&A as described under “Non-GAAP Financial Measures.” All dollar amounts are expressed in United States
dollars (“$”) or Canadian dollars (“C$”) and tabular amounts are expressed in thousands of U.S. dollars unless
otherwise indicated. All information contained in this MD&A is current and has been approved by the Board of
Directors of the Company as of August 6, 2026, unless otherwise stated.
All of the Company's public disclosure filings, including its most recent management information circular, material
change reports, press releases and other information, may be accessed via www.sedarplus.ca and readers are urged
to review these materials, including the technical reports filed with respect to the Company’s mineral properties.
3
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 and 2025
BUSINESS OVERVIEW
Heliostar Metals Ltd., together with its subsidiaries, (collectively, the “Company” or “Heliostar”), is a publicly traded
corporation, incorporated and domiciled in Canada under the Business Corporations Act (British Columbia), and its
registered office is 1723-595 Burrard Street, Vancouver, BC, V7X 1J1. The Company is trading on the TSX Venture
Exchange under the trading symbol “HSTR” and on the OTCQX under the trading symbol “HSTXF.”
The Company is a producer of precious metals and is actively engaged in the acquisition, exploration, and
development of mineral resource properties. It is currently focused on gold production. The Company holds a
portfolio of 100%-owned assets in Mexico, comprising the producing San Agustin and La Colorada gold mines, and
Ana Paula, Cerro del Gallo and San Antonio development projects, as well as the Unga and Goldstrike projects in the
USA.
MAJOR CORPORATE MILESTONES DURING THE SIX MONTHS ENDED JUNE 30, 2026
 On January 13, 2026, the Company announced production and cost guidance for 2026 as well as details of
growth plans across the portfolio. The Company plans to produce 50,000-55,000 ounces of gold at by-product
cash costs of $1,850-$1,950/oz gold and a consolidated AISC of $2,025-$2,125/oz gold. Heliostar will utilize the
cash generated from ongoing operations to continue to invest in exploration and growth initiatives across the
Company’s portfolio, including advancement of its flagship Ana Paula development project towards production.
 On March 3, 2026, the Company announced the appointment of Tara Gilfillan as a non-executive director and
audit chair to the Company’s board of directors effective March 1, 2026. Ms. Gilfillan has over 30 years of
executive and governance experience, with the majority of her career focused in the mining industry, including
extensive work in financial oversight, capital markets transactions, and corporate leadership.
 On March 17, 2026, the Company announced recent results from drilling at its 100% owned San Agustin mine
in Durango, Mexico. The Company has completed 75 holes and 7,230 metres in the current program that is
testing eight near mine target areas. Results demonstrate the potential for production growth and mine life
extension at San Agustin. Encouraging results at the Corner Expansion Zone have driven the decision to expand
the drill program to define a potential resource. For 2026, Heliostar has committed to a $9.8 million resource
and reserve drilling program which has been increased from 10,000-15,000 metres to 15,000-18,000 metres of
drilling. The program has a primary aim of finding additional oxide resource ounces to support an extension of
the mine life.
 On March 23, 2026, the Company announced it entered into a binding agreement with Liberty Gold Corp.
(“Liberty”) to acquire a 100% interest in the Goldstrike project located in Utah, USA (the “Goldstrike Project” or
“Goldstrike”). The Goldstrike Project is located in the Bull Valley Mountains in Washington county,
approximately 50 kilometres northwest of St. George in southwestern Utah, USA. The property is made up of a
central block of patented claims that are surrounded by a contiguous block of unpatented claims and land leased
from the Utah School and Institutional Trust Lands Administration. The property area totals 5,173 ha. The
transaction closed on April 24, 2026. Consideration to Liberty consists of $72.5 million, including an initial
purchase consideration of $10.0 million in cash and 1,593,213 Heliostar shares paid and issued on the closing
date. On May 7, 2026, the Company published an updated technical report to support the updated mineral
resource of 975,000 indicated gold ounces at 0.46 grams per tonne (“g/t”) plus 90,000 inferred gold ounces at
0.31 g/t. The Company will evaluate poten al strategic op ons for the Goldstrike Project, including, but not
limited to, sequencing development within the Company’s exis ng growth project pipeline and the use of special
purpose vehicles to separate gold and cri cal minerals value streams. Future development work will focus on
resource expansion, inves ga ng the full poten al of An mony Ridge, and confirming the processing and
infrastructure plans.
 On June 8, 2026, the Company executed the previously announced option with Zacatecas Silver Corp.
(“Zacatecas”) under which Zacatecas may acquire a 100% interest in the Company’s non-core exploration
properties. These consist of the Cumaro, La Lola, Oso Negro and Ejutla early-stage exploration projects located
4
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 and 2025
in Mexico. The agreement consists of staged payments to Heliostar over the next three years totalling $0.5
million in cash and $0.8 million in shares of Zacatecas Silver, with $0.1 million in cash paid and 4,217,845 shares
of Zacatecas issued to Heliostar on

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