BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

INTRODUCTION

This management’s discussion and analysis (“MD&A”) reports on the financial position and results of operations of Bolt Metals Corp . (the “Company” or “Bolt”) and was prepared and approved by the Board of Directors as at August 29, 2024 and should be read in conjunction with the condensed interim consolidated financial statements and notes thereto for the six months ended June 30, 2024 and the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A is intended to assist the reader’s understanding of the Company and its operations, business, strategies, performance and future outlook from the perspective of management. All dollar figures included therein and in the following MD&A are quoted in Canadian dollars unless otherwise indicated. Additional information related to the Company, including its press releases and quarterly and annual reports, is available for view on SEDAR+ at www.sedarplus.ca.

This MD&A may contain management estimates of anticipated future trends, activities, or results; these are not a guarantee of future performance, since actual results may vary based on factors and variables outside of management’s control. Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible to ensure that information disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable.

The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s Audit Committee meets with management quarterly to review the consolidated financial statement results, including the MD&A, and to discuss other financial, operating and internal control matters. The Audit Committee receives a report from the independent auditors annually and is free to meet with them throughout the year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A constitute “forward-looking statements”. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below and as detailed under RISKS AND UNCERTAINTIES in this MD&A.

Risk factors that could affect the Company’s future results include, but are not limited to, risks inherent in hydrocarbon exploration and development and production activities in general, volatility and sensitivity to market prices for oil and gas, changes in government regulation and policies including environmental regulations and reclamation requirements, receipt of required permits and approvals from governmental authorities, competition from other companies, ability to attract and retain skilled employees and contractors, changes in foreign currency exchange rates, and the outbreak of an epidemic or a pandemic, or other health crisis and the related global health emergency affecting workforce health and wellbeing . Further information regarding these and other factors which may cause results to differ materially from those projected in forward-looking statements are included in the Company’s filings with securities regulatory authorities. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the Province of British Columbia and is a Canadian-based exploration company focused on the acquisition and development of production grade nickel-cobalt deposits.

The Company’s head office is located at Suite 300 - Bellevue Centre, 235 - 15th Street, West Vancouver, BC, V7T 2X1 and its registered records office is located at Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, BC, V6C 2B5. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol BOLT, the OTCQB under the symbol PCRCF, and the Frankfurt Exchange under the symbol NXFE.

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BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

CORPORATE UPDATES

On June 12, 2024 the Company entered into an agreement pursuant to which the company may acquire a 100% ownership interest in and to a lode mining claims in Montana, comprising approximately 3,720 acres.

In order to exercise the option and thereby acquire a 100% ownership interest in the property, the company would be required to make the following cash and share payments to the vendor:

• $25,000 and 125,000 common shares of the company on the later of: (i) five business days following any required regulatory approval of the option agreement; and (ii) the date that the purchaser receives satisfactory confirmation, acting reasonably, from: (a) a geologist, that certain drill core generated from historic drilling is accessible and capable of being sampled and explored; and (b) the U.S. Bureau of Land Management (“USBLM”), that approximately 121 additional lode mining claims, have been registered with the USBLM in favour of the vendor.

• 250,000 common shares on the earlier of: (i) 30 days following receipt of results of the relogging and assaying of the historic core satisfactory to the purchaser, acting reasonably; and (ii) the first anniversary of the effective date;

• 350,000 common shares on the second anniversary of the effective date;

• 500,000 common shares on the third anniversary of the effective date;

• 600,000 common shares on the fourth anniversary of the effective date.

On June 27, 2024 the Company entered into an option agreement pursuant to which the Company may acquire a 100% ownership interest in and to the Thundercloud South gold property in the Kenora Mining Division, Northwestern Ontario, Canada. To acquire a 100% ownership interest, the Company would be required to make the following cash and share payments to the Vendor:

• $25,000 (paid) and 400,000 common shares (issued) of the Company within five business days of signing;

• 500,000 common shares on the first anniversary of the effective date; and

• 600,000 common shares on the second anniversary of the effective date.

On August 16, 2024 the Company closed a brokered private placement of units for gross proceeds of $803,750 through the sale of 3,215,000 units at a price of $0.25 per unit. Each unit comprises one common share in the capital of the company and onehalf of one transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at $0.50 for two years from the date of issue. In connection with the private placement, the company paid finders' fees to certain qualified non-related parties totalling $42,963 and issued 171,850 broker warrants. The broker warrants are issued and exercisable under the same terms as the warrants.

On August 23, 2024, the Company settled related party accounts payable of $218,750, through the issuance of 648,148 common shares.

MINERAL PROPERTIES

Thundercloud South

The Thundercloud South Property (“Thundercloud”) is located in the central Wabigoon Greenstone belt in Western Ontario. The geological setting is analogous to the Abitibi belt in Eastern Ontario but area is much less explored. The belt contains numerous gold showings, several deposits and historic past producers including the Elora, Big Master Mine (1902-1943), Laurentian Mine (1906-1909), and the Goldlund & Goliath Deposit (Treasury Metals). Several large scale mining operations in the area include New Gold's Rainy River Mine (6.4 Million oz Au and 18.7 Million oz Ag), and Evolution Mining's Red Lake Gold Mine (9.25 Million oz Au) as well as several multi-million ounce gold reserves, defined at the Canadian Malartic Hammond Reef deposit (5.8 Million oz Au) by Agnico Eagle, and First Mining Gold's Springpole deposit (4.9 Million oz Au) as well as the Goliath Gold Complex held by Treasury Metals (2.1 Million oz Au & 3.52 Million oz Ag).

Thundercloud consists of 160 single cell claims totaling ~3364ha and is located 51km south southeast of Dryden, Ontario. The property is accessed by paved highway and a network of logging roads that intersect the property. The property is underlain by Mafic Metavolcanics with Gabbro and Quartz-Feldspar Porphyry with several north trending faults.

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BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are as follows:

During the six months ended June 30, 2024, cash funded operating activities for $178,447 (2023 - $126,696). Operating activities included expenditures on the exploration of the Cyclops property of $5,512 (2023 - $53,845). The financing activities during the six months ended June 30, 2024 consisted of funds received of $231,000 (2023 - $250,225 ) private placements. There were no investing or activities during the six months ended June 30, 2024 and 2023.

At June 30, 2024, the Company had no source of operating cash flow, limited financial resources, and no assurance that additional funding would be available to it in order to remain a going concern. Additional funds will be required for the upcoming twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

SELECTED ANNUAL INFORMATION

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MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

BOLT METALS CORP.

SUMMARY OF QUARTERLY RESULTS

RESULTS OF OPERATIONS

For the three and six months ended June 30, 2024, significant expenditures are as follows:

RELATED PARTY TRANSACTIONS

The Company defines its directors and officers as its key management personnel. The Company entered into the following transactions with related parties during the six months ended June 30, 2024:

• a) Paid or accrued management fees of $101,488 to Ranjeet Sundher or to a company controlled by Ranjeet Sundher, the President, CEO, and a director of the Company;

• b) Paid or accrued professional fees of $400 to William Page, the CFO of the Company and

• c) Paid or accrued professional fees of $45,000 to a company controlled by Steve Vanry, the previous CFO and a ex-director of the Company.

The Company issued 1,966,258 common shares to settle amounts owed to related parties in the amount of $629,203.

At June 30, 2024, included in accounts payable and accrued liabilities are amounts owing to related parties of $394,092.

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BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

PROPOSED TRANSACTIONS

The Company has not entered into any proposed transactions.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 – Inputs that are not based on observable market data.

The Company’s financial instruments consist of cash, receivables, reclamation deposit, accounts payable and accrued liabilities, and deposit. The fair value of the financial instruments approximates their carrying values.

Financial risk factors

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and price risk.

Credit risk

The Company is exposed to industry credit risks arising from its cash holdings, receivables, and deposit. The Company’s primary bank accounts are held with a major Canadian bank and funds are transferred to the subsidiary’s foreign bank accounts to cover expenditures as required, minimizing the risk to the Company. The Company’s primary receivable consists of goods and service tax receivable due from the Federal Government of Canada. Management believes that credit risk related to these amounts is nominal.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient funds to meet its financial obligations when they are due. To manage liquidity risk, the Company reviews additional sources of capital and financing to continue its operations and discharge its commitments as they become due. The Company is subject to liquidity risk.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of three types of market price changes:

(a) Interest rate risk - this risk relates to the change in the borrowing rates of the Company. The Company is not exposed to interest rate risk as it does not have any significant financial instruments with interest rates, with the exception of cash. Interest earned on cash is based on prevailing bank account interest rates, which may fluctuate. A 10% change in interest rates would result in a nominal difference in interest income for the six months ended June 30, 2024.

(b) Foreign currency risk - this risk relates to any changes in foreign currencies in which the Company transacts. The effect of a 10% change in foreign exchange rates would be approximately $83,000 for the six months ended June 30, 2024.

(c) Price risk - this risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices in relation to its exploration and evaluation assets.

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BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

NEW ACCOUNTING STANDARDS, INTERPRETATIONS, AND AMENDMENTS

New accounting policies

The following amendments to existing standards have been adopted by the Company commencing January 1, 2024:

IAS 1, Presentation of Financial Statements

The amendments clarify the requirements for classifying liabilities as current or non-current. The amendments provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. The adoption of these amendments did not materially impact the condensed interim consolidated financial statements of the Company.

New standards, interpretations and amendments to existing standards not yet effective

A number of new standards and amendments to standards and interpretations have been issued by the IASB and are effective for annual periods beginning on or after January 1, 2025 which have not been applied in preparing the condensed interim consolidated financial statements as they are not yet effective. The standards and amendments to standards that would be applicable to the consolidated financial statements of the Company are the following:

IFRS 18, Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1; many of the existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its operating profit or loss. The Company is currently assessing the impact of this new accounting standard on its financial statements.

RISKS AND UNCERTAINTIES

The Company’s principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks, including but not limited to, environmental, fluctuating metal prices, social, political, financial and economics. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practicable. For a discussion of risks and uncertainties which are the most applicable to the Company, please refer to the Company’s audited consolidated financial statements and related notes thereto and the annual MD&A for the year ended December 31, 2023.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the condensed interim consolidated financial statements requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:

Economic recoverability and probability of future economic benefits of exploration and evaluation assets

Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

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BOLT METALS CORP. MANAGEMENT’S DISCUSSION and ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2024

CRITICAL ACCOUNTING ESTIMATES (cont’d…)

Valuation of share-based payments

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Determination of income taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”), and losses carried forward.

The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is probable that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

SUBSEQUENT EVENTS

Events subsequent to June 30, 2024 have been disclosed elsewhere in this MD&A.

OUTSTANDING SHARE DATA

The following details the common shares, stock options, and warrants outstanding as of the date of this MD&A:

OTHER MD&A REQUIREMENTS

Additional information relating to the Company may be found on or in:

• SEDAR+ at www.sedarplus.ca;

• the Company’s condensed interim consolidated financial statements for the six months ended June 30, 2024; and

• the Company’s audited consolidated financial statements for the year ended December 31, 2023.

This MD&A was approved by the Board of Directors of the Company effective August 29, 2024.

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