Management’s Discussion and Analysis – QUARTER ENDED – MAY 31, 2026

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# Management’s Discussion and Analysis – QUARTER ENDED – MAY 31, 2026

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# Management’s Discussion and Analysis – QUARTER ENDED – MAY 31, 2026
THESIS GOLD & SILVER INC.
Management’s Discussion & Analysis
For the three months ended May 31, 2026
THESIS GOLD & SILVER INC. (formerly Thesis Gold Inc.)
Management’s Discussion & Analysis
For the three months ended May 31, 2026
(Expressed in Canadian dollars, unless otherwise noted)
GENERAL
This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the
significant factors that affected the performance of Thesis Gold & Silver Inc. (formerly Thesis Gold Inc.)
(“Thesis”, or the “Company”) and such factors that may affect its future performance. This MD&A should
be read in conjunction with the Company’s unaudited condensed interim financial statements, and notes
thereto, for the three months ended May 31, 2026 (the “Financial Statements”), audited financial
statements, and notes thereto, for the year ended February 28, 2026 (the “Annual Financial Statements”)
and MD&A for the year ended February 28, 2026. This MD&A covers the three months ended May 31,
2026, which is the first interim period within the Company’s ten-month transition period (March 1, 2026
to December 31, 2026) resulting from the change of financial year-end, as described below.
The Company reports its financial position, results of operations and cash flows in accordance with IFRS®
Accounting Standards, as issued by the International Accounting Standards Board (“IASB”), and
interpretations of the International Financial Reporting Interpretations Committee (“IFRS Accounting
Standards”). All dollar amounts presented in this MD&A are expressed in Canadian dollars unless
otherwise indicated.
In this MD&A, unless the context otherwise dictates, a reference to “us”, “we”, “our”, or similar terms
refers to the Company. For further information on the Company, reference should be made to its public
filings on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.thesisgoldsilver.com.
This MD&A is current as of July 29, 2026 (the “MD&A Date”), unless otherwise stated, and was approved
by the Company’s Board of Directors.
FORWARD-LOOKING INFORMATION
This MD&A contains “forward-looking information” including financial outlook within the meaning of
applicable Canadian securities legislation. When used in this MD&A, words such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" are
intended to identify forward-looking information and financial outlook. Forward-looking information and
financial outlook are necessarily based upon a number of assumptions that, while considered reasonable
by management, are inherently subject to business, market, and economic risks, uncertainties, and
contingencies that may cause actual results, performance, or achievements to be materially different from
those expressed or implied by forward-looking information and financial outlook. Although the Company
has attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking information and financial outlook, there may be other factors that cause
results not to be as anticipated, estimated, or intended. There can be no assurance that such information
will prove to be accurate, as actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on forward-looking information
and financial outlook.
In this MD&A, forward-looking information and financial outlook relate but are not limited to the following:
the development of the Lawyers-Ranch Project in the PFS, including but not limited to anticipated mine
life, production levels, capital and operating cost estimates, metal recoveries, and projected after-tax
NPV, IRR and payback periods; planned exploration programs such as drilling, geophysical surveys,
mapping and interpretation of assay results in connection with the EA process and other targets of interest
2
THESIS GOLD & SILVER INC. (formerly Thesis Gold Inc.)
Management’s Discussion & Analysis
For the three months ended May 31, 2026
(Expressed in Canadian dollars, unless otherwise noted)
to the Company; use of proceeds from recent financings and flow-through commitments; the Company’s
ability to maintain sufficient liquidity and raise additional financing; expectations regarding strategic
shareholder rights and participation; and timing of technical and regulatory milestones, including
advancement toward a Feasibility Study, environmental baseline studies, continued progress through the
EA process and project design initiatives.
Other factors which could materially affect such forward-looking information and financial outlook are
risks described in the Company's filings, including in the risk factors referenced in the “Risks and
Uncertainties” section of this MD&A. The Company does not undertake to update any forward-looking
information and financial outlook, except in accordance with applicable securities laws.
BUSINESS OVERVIEW
The Company was incorporated pursuant to the Business Corporations Act of British Columbia on
November 9, 2010. Its registered office is located at 700 West Georgia Street, Suite 2200, Vancouver,
British Columbia, Canada, V7Y 1K8. The principal place of business is located at 1075 West Georgia
Street, Suite 1050, Vancouver, British Columbia, Canada, V6E 3C9. The Company is listed for trading
on the TSX Venture Exchange in Canada under the symbol “TAU”, on the OTCQX in the United States
under the symbol “THSGF”, and on the Frankfurt Stock Exchange in Germany under symbol “A422AH”.
Thesis is a Canadian precious metals development company focused on advancing its 100%-owned
Lawyers-Ranch Gold-Silver Project in British Columbia’s prolific Toodoggone Mining District, one of North
America’s most prospective emerging precious-metals districts.
On March 1, 2025, the Company completed a vertical short-form amalgamation under the Business
Corporations Act with its wholly-owned subsidiary, Thesis Gold (Holdings) Inc. No securities of the
Company were issued in connection with the amalgamation. The resulting amalgamated company
adopted the name “Thesis Gold Inc.”, maintained the same articles and management as the Company
and common shares of the Company remained listed on the TSX Venture Exchange under the symbol
“TAU”.
On February 19, 2026, the Company changed its name from Thesis Gold Inc. to Thesis Gold & Silver
Inc., with its shares continuing to trade under the symbol “TAU”.
CORPORATE HIGHLIGHTS
Change of Auditor
The Board of Directors appointed Deloitte LLP as the Company’s new auditor (the “Successor Auditor”),
replacing Manning Elliott LLP (the “Former Auditor”), effective June 9, 2026.
The Former Auditor resigned as auditor of the Company effective June 9, 2026. The Board of Directors
of the Company, on the recommendation of the Company's Audit Committee, appointed the Successor
Auditor as the Company's auditor effective June 9, 2026, until the close of the next annual general
meeting of the Company. The change of auditor is to better align audit services with the Company's
growth strategy and evolving business.
3
THESIS GOLD & SILVER INC. (formerly Thesis Gold Inc.)
Management’s Discussion & Analysis
For the three months ended May 31, 2026
(Expressed in Canadian dollars, unless otherwise noted)
Change of Financial Year-End
Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, the Company decided to
align its financial statement and continuous disclosure requirements with the majority of its industry peers
by changing its financial year-end from the last day of February to December 31, effective March 1, 2026.
During the transition period resulting from this change of year-end, the Company will prepare financial
statements for the ten-month period ending December 31, 2026, and condensed interim financial
statements for the three-month period ending May 31, 2026, and the three- and six-month periods ending
August 31, 2026. Commencing January 1, 2027, the Company will prepare financial statements for the
years ending December 31 and condensed interim financial statements for the quarterly periods ending
March 31, June 30 and September 30.
Changes to Officers
On April 16, 2026, Nicole Rioseco was appointed as Vice President, Projects.
Effective June 21, 2026, Dimitry Demianyuk was appointed as Executive Vice President, Project
Development.
EXPLORATION AND EVALUATION HIGHLIGHTS
The combined Lawyers-Ranch Project covers a total of 133 mining claims (102 contiguous claims and
31 non-contiguous claims) covering 502.9 square kilometers in the Toodoggone Mining District of
northern British Columbia (Figure 1).
A Brief History of Mineral Potential and Production in the Toodoggone District
The Lawyers-Ranch Project contains over 40 known precious and base metal mineral occurrences that
were first recognized and explored beginning as early as 1824. Exploration in the region began in earnest
in the 1960s, and by the 1980s the economic value of mineralized prospects at Lawyers-Ranch was
established. Between 1989 and 1992 Cheni Gold Mines Inc. established and developed the Lawyers
Mine, leading to the production of 171,066 ounces of gold and 3,546,400 ounces of silver (Preliminary
Economic Assessment: Lawyers Gold-Silver Project, 2022) from the Cliff Creek, Dukes Ridge, and AGB
deposits. Historical gold production from Lawyers was augmented by the 10,000 ounces of gold from the
nearby Ranch Project in 1991 from starter pits at Thesis III, BV, and Bonanza.
A resurgence in exploration at Lawyers-Ranch began in 2018, with comprehensive field and drilling
programs at the Lawyers project area. Modern exploration began at Ranch in 2020 and has succeeded
in significantly expanding the footprint of known mineralization at the historically mined Thesis III and
Bonanza zones, while identifying numerous other mineralized resources containing near-surface, high-
grade gold.
Infrastructure in the Toodoggone District
Excellent infrastructure allows for both air and vehicle access to the Lawyers-Ranch Project (Figure 1).
The Sturdee Airstrip is immediately south of the Lawyers area and allows for regular flights from regional
airports in Prince George, Terrace, and Smithers, BC. The Ranch area is road-accessible via the recently
upgraded Lawyers Ring Road. This road circumnavigates Lawyers and allows for low elevation access
4
THESIS GOLD & SILVER INC. (formerly Thesis Gold Inc.)
Management’s Discussion & Analysis
For the three months ended May 31, 2026
(Expressed in Canadian dollars, unless otherwise noted)
to both project areas. Lawyers is situated 45 km northwest of the Kemess gold-copper mine, a viable tie-
in point to a hydroelectric power grid (BC Minfile No. 094E 094).
Figure 1. Regional map of the Toodoggone Mining District showing the locations of the Lawyers-Ranch Project.
2025 Prefeasibility Study
Thesis published the results of a Prefeasibility Study (“PFS”) on December 1, 2025, which demonstrated
a $2.37 billion net present value at 5% discount rate (“NPV5%”), an internal rate of return (“IRR”) of
54.5%, and a 1.1-year payback at metal prices of US$2,900 per ounce gold and US$35 per ounce silver.
The complete PFS Technical Report, published on January 14, 2026, is available on SEDAR+.
5
THESIS GOLD & SILVER INC. (formerly Thesis Gold Inc.)
Management’s Discussion & A

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