MD&A

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# MD&A

Source: https://talamoremining.com/site/assets/files/6230/2026-06-30-tala-mda.pdf
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## Content

# MD&A
Talamore Mining Corp.
(formerly, Fuerte Metals Corporation)
MANAGEMENT’S DISCUSSION AND ANALYSIS
For The Three and Six Months Ended June 30, 2026
www.talamoremining.com
TSX.V: TALA
OTCQB: TALMF
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 August 10, 2026
INTRODUCTION
Talamore Mining Corp. (“Talamore” or the “Company”), formerly Fuerte Metals Corporation (“Fuerte”) was
incorporated under the Business Corporations Act of British Columbia on April 8, 2020. The Company’s head office
is in Vancouver, Canada. The principal business of the Company is to identify, explore and evaluate mineral
properties, primarily in the Americas. The Company’s common shares are listed on the TSX Venture Exchange
(“TSXV”), trading under the symbol “TALA” and also trade on the OTCQB under the symbol “TALMF”.
On February 9, 2024, the Company completed a reverse takeover transaction (the “RTO”), pursuant to a Business
Combination Agreement dated December 15, 2023, between the Company, 1000723052 Ontario Corporation, a
newly incorporated subsidiary of the Company, and TCP1 Corporation (“TCP1”). Pursuant to the RTO, the
Company acquired all of the issued and outstanding common shares of TCP1 in exchange for common shares of
Fuerte (the “Transaction”). Upon completion of the Transaction, the shareholders of TCP1 controlled the Company
and accordingly, for accounting purposes, the transaction was accounted for as a reverse acquisition of Fuerte by
TCP1 and TCP1 was identified as the accounting acquirer and the condensed consolidated interim financial
statements were prepared as a continuation of TCP1.
On October 17, 2025, the Company closed the acquisition of Goldcorp Kaminak Ltd., the owner of the Coffee Gold
Project (the “Coffee Project”) in Yukon, Canada, from Newmont Corporation (“Newmont”), (the “Coffee
Transaction”). On November 10, 2025, Goldcorp Kaminak Ltd. changed its corporate name to Kaminak Gold Ltd.
(“Kaminak”). Pursuant to the Coffee Transaction, the Company paid approximately US$10 million in cash and
issued 22,729,126 common shares and 10,842,989 preferred shares to an affiliate of Newmont. The Company also
granted Newmont a 3% net smelter return (the “Newmont NSR”) royalty on the Coffee Project. The Newmont NSR
may be repurchased for US$100 million within one year following the announcement of commercial production. The
preferred shares were non-voting and economically equivalent to the common shares and automatically converted
to common shares on a one-for-one basis on February 16, 2026.
In connection with the acquisition of Kaminak, the Company completed a private placement of 34,848,485
subscription receipts at $1.65 per receipt (the “Offering”) for gross proceeds of approximately $57.5 million on
October 9, 2025. Each subscription receipt converted into one common share and one common share purchase
warrant exercisable at $2.50 per common share for five years upon closing.
On April 27, 2026, the Company changed its name to Talamore Mining Corp. from Fuerte Metals Corporation.
On August 10, 2026, the Company announced that it will be graduating to the Toronto Stock Exchange ("TSX")
effective at market open on August 11, 2026, and the common shares will be voluntarily delisted from the TSXV,
effective as of the close of market on August 10, 2026.
This management’s discussion and analysis ("MD&A") focuses on significant factors that affected Talamore and its
subsidiaries during the relevant reporting period and to the date of this report. The MD&A supplements, but does
not form part of, the unaudited condensed consolidated interim financial statements of the Company and the notes
thereto for the three and six months ended June 30, 2026 and 2025, and, consequently, should be read in
conjunction with the aforementioned financial statements and notes thereto. This MD&A should also be read in
conjunction with the audited consolidated financial statements of the Company for the year ended December 31,
2025.
ADDITIONAL INFORMATION
Additional information about the Company is available under the Company’s profile on SEDAR+ at
www.sedarplus.ca and on the Company’s website at www.talamoremining.com. The Company reports its financial
information in Canadian dollars and all monetary amounts set forth herein are expressed in Canadian dollars unless
specifically stated otherwise. The financial information presented in this MD&A has been prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (the “IASB”). The Company’s unaudited condensed consolidated interim financial statements for the three
Page 2 of 16
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 August 10, 2026
and six months ended June 30, 2026 and 2025 were prepared in accordance with IAS 34 Interim Financial
Reporting.
Denis Flood, P.Eng., is a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for
Mineral Projects (“NI 43-101”) and has reviewed and approved for inclusion the scientific and technical disclosure
in this MD&A. Mr. Flood is the Chief Operating Officer of the Company.
This MD&A is current to August 10, 2026.
FORWARD LOOKING STATEMENTS AND RISK FACTORS
This MD&A contains “forward-looking information” and “forward-looking statements” (collectively “forward-looking
statements”) within the meaning of applicable Canadian securities legislation. Forward-looking statements are
statements that are not historical facts and are generally, although not always, identified by words such as “expect”,
“plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe”
and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”,
“should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of
management as of the date such statements are made. In particular, this MD&A includes forward-looking
statements with respect to the Company’s future exploration and development plans and the results thereof for the
Company’s mineral properties; the Company’s ability to raise additional funds, as required; plans relating to the
proposed debt facility and warrant exercise incentive program and the terms thereof; the estimation of mineral
resources; the results of the Preliminary Economic Assessment (“PEA”) for the Coffee Project, including planned
mine life and anticipated production; the early works program planned for the Coffee Project; the Company obtaining
necessary permits and licenses; the anticipated timing of a construction decision for the Coffee Project; the timing
and amount of estimated future exploration; anticipated costs and expenses; success of exploration activities;
government regulation of mineral exploration and mining operations; and outlook, guidance, and other forecasts.
Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond
the Company’s control, including risks associated with or related to: the volatility of metal prices; changes in tax
laws; the dangers inherent in exploration, development and mining activities; the uncertainty of mineral resource
estimates; title matters; cost or other estimates; actual exploration plans and costs differing materially from the
Company’s expectations; the ability to obtain and maintain any necessary permits, consents or authorizations
required for exploration activities; environmental regulations or hazards and compliance with complex regulations
associated with exploration activities; the availability and need for financing and debt activities, including potential
restrictions imposed on the Company’s operations as a result thereof and the ability to ultimately generate sufficient
cash flows; remote operations and the availability of adequate infrastructure; shortages or cost increases in
necessary equipment, supplies and labour; the reliance upon contractors and other third parties; the dependence
on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss;
adverse climate and weather conditions; litigation risk; competition with other mineral exploration and mining
companies; community support for the Company’s operations; conflicts with small scale miners; failures of
information systems or information security threats; compliance with anti-corruption laws, and sanctions or other
similar measures. The list is not exhaustive of the factors that may affect Talamore’s forward-looking statements.
The Company’s forward-looking statements are based on the applicable assumptions and factors management
considers reasonable as of the date hereof, based on the information available to management at such time. These
assumptions and factors include, but are not limited to, assumptions and factors related to Talamore’s ability to
carry on current and future planned exploration operations; the accuracy and reliability of estimates, projections,
forecasts, studies and assessments; the availability and cost of inputs; the timely receipt of necessary regulatory
approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on
reasonable terms when required; and all necessary shareholder and stock exchange approvals being obtained for
the financing transactions; the current and future social, economic and political conditions in the jurisdictions in
which the Company operates; and other assumptions and factors generally associated with the mining industry.
Page 3 of 16
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026 August 10, 2026
The Company’s forward-looking statements are based on the opinions and estimates of management and reflect
their current expectations regarding future events and operating performance and speak only as of the date hereof.
The Company does not assume any obligation to update forward-looking statements if circumstances or
management’s beliefs, expectations or opinions should change other than as required by applicable securities laws.
There can be no assurance that forward-looking statements will prove to be accurate, and actual results,
performance or achievements could differ materially from those expressed in, or implied by, these forward-looking
statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements
will transpire or occur, or if any of them do, what benefits or liabilities the Company will derive therefrom. For the
reasons set forth above, undue reliance should not be placed on forward-looking statements.
The business of exploring for minerals involves a high degree of risk and there can be no assurance that current
exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration
properties and the Company’s continued existence are dependent upon the preservation of its interest in the
underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations,
or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability
to dispose of its interests on an advantageous basis.
For additional discussion of risk factors, please refer to the Company’s Annual Information Form for the year ended
December 31, 2025, which is available on the Company’s website www.talamoremining.com and on
www.sedarplus.ca.
OVERVIEW OF SIGNIFICANT EVENTS, REVIEW OF ACTIVITIES AND FINANCING ACTIVITY
In order to better understan

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