Osino Resources : Q1 2024 – MD&A

OSINO RESOURCES CORP.

MANAGEMENT DISCUSSION AND ANALYSIS ("MD&A") For the period ended March 31, 2024

Prepared by:

OSINO RESOURCES CORP.

Suite 1890-1075 West Georgia Street

Vancouver, BC

V6E 3C9

May 30, 2024

ORC 03/2024

Management Discussion and Analysis

For the period ended March 31, 2024

INTRODUCTION

Osino Resources Corp. (the "Company") is a company incorporated under the Business Corporations Act (British Columbia) focused on the acquisition and development of gold projects in Namibia. Through its subsidiaries, the Company's Namibian interests comprise 15 exclusive exploration licenses and one mining license located within the central zone of Namibia's prospective Damara belt. These are mostly located close to and along strike of the producing Navachab and Otjikoto Gold Mines. Osino is focusing its efforts on developing its Twin Hills Gold Project (the "Project" or "Twin Hills" or "THGP") and Karibib regional and satellite targets. In addition, Osino is defining new exploration targets in the Otjikoto East and Otjiwarongo areas, including the Ondundu Gold Project ("Ondundu") acquired in 2022 and the recently discovered Eureka exploration project ("Eureka").

The Company and its direct and indirect subsidiaries are hereinafter collectively referred to as "Osino".

The Company's head office is in Vancouver, Canada. The Company's common shares (the "common shares") trade on the TSX Venture Exchange ("TSX-V") under the symbol "OSI", the Namibian Stock Exchange ("NSX") under the symbol "OSN" and on OTC Markets on the OTCQX Exchange under the symbol "OSIIF".

This Management Discussion and Analysis ("MD&A") focuses on significant factors that affected the Company and its subsidiaries during the relevant reporting period up to the date of this report. The MD&A supplements, but does not form part of, the Unaudited Interim Condensed Consolidated Financial Statements of the Company and the notes thereto for the three-month period ended March 31, 2024. It should therefore be read in conjunction with the aforementioned financial statements and notes thereto.

All amounts are reported in Canadian dollars unless otherwise noted. This MD&A has been prepared as of May 30, 2024.

ADDITIONAL INFORMATION

Additional information about Osino, including the Company's Annual Information Form dated July 20, 2023, is available under the Company's profile on SEDAR+ at www.sedarplus.comand its website at www.osinoresources.com.

The financial information presented in this MD&A has been prepared following International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's Unaudited Interim Condensed Consolidated Financial Statements for the period ended March 31, 2024 were prepared following IFRS.

The results of the Company's technical report are referred to herein. This report comprises the geological technical reports prepared for Osino in accordance with National Instrument 43-101,Standards of Disclosure for Mineral Projects ("NI 43-101") entitled "Definitive Feasibility Study of the Twin Hills Gold Project, Namibia, NI 43-101 Technical Report" dated effective June 12, 2023, signed July 5, 2023 (the "Technical Report" or "DFS").

OVERVIEW OF SIGNIFICANT DEVELOPMENTS AND ACTIVITIES

The key events during the period of reporting were:

• Regional exploration focused primarily on advancing the Eureka gold discovery through targeted step-out drilling, with 1,659m of diamond core ("DD") drilling completing during the quarter. In addition, district- targeting generation was supported by the completion of a 14,000 hectare airborne geophysical survey

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Management Discussion and Analysis

For the period ended March 31, 2024

including the collection of magnetic and radiometric data to define 25 new target areas scheduled for "ground truthing" follow-up work in 2024.

• Work continued on the front-end engineering and design ("FEED") program for the THGP. This is expected to be complete by the end of 2Q2024.
• The Company's technical team and specialist consultants working on the Twin Hills FEED program focused on activities that would improve confidence in certain DFS designs and cost estimates as well as optimizing and improving the Project's parameters.
• A project director for the implementation phase of the Project was appointed and started work in the current quarter. His focus is on scoping and initiating preparatory activities to be completed before project implementation is approved later in 2024, including the recruitment of other key Project owner's team members, negotiation of the contractual terms and the scope of work for the main engineering, procurement, construction and management ("EPCM") contractor, Lycopodium.
• On January 30, 2024, the company completed the second and final tranche of its previously announced non-brokered private placement of common shares of the Company. The Company issued 4,424,778 Osino shares to Dundee Precious Metals Inc. ("DPM") at a price of $1.13 per share for aggregate gross proceeds of $5,000,000.
• The Company announced on February 19, 2024, that it had entered into a binding arrangement agreement with Yintai Gold Co. Ltd ("Yintai") for the acquisition of all the issued and outstanding common shares of the Company and all the issued and outstanding securities convertible into common shares for a cash consideration of $1.90 for each common share by way of a plan of arrangement (the "Yintai Arrangement"), which valued Osino at approximately $368 million.
• On February 25, 2024, the Company terminated its arrangement agreement with DPM and settled the termination fee due of $10,000,000 (approximately US$7,416,297). The termination fee paid to DPM has subsequently been recovered from Yintai via the Yintai facility (see below).
• On February 26, 2024 Yintai provided Osino with a loan of US$17,416,197 (the "Yintai facility"). The Yintai facility was provided concurrently with the execution of the Yintai Arrangement Agreement to enable the continued, fast-tracked development of the THGP and to fund other liquidity needs of the Company. Refer to the "Yintai credit facility" section in this document.
• Divestment from the Omaruru Project: Osino had given a covenant to Yintai to use commercially reasonable efforts to dispose of the Omaruru Project on or before the effective date of the Yintai Arrangement Agreement. On March 20, 2024, Osino and Prospect Resources Limited, an Australian-based mineral exploration and development company ("Prospect Resources"), executed a binding purchase and sale agreement pursuant to which Prospect Resources agreed to acquire Osino's interest in the Omaruru Project for a cash consideration of US$75,000 (the "Omaruru sale"). The transaction has subsequently closed.

OVERVIEW OF OPERATIONS

• Drilling activity at the THGP focused on infill and step-out drilling looking to convert cigar-shaped shoots in the Clouds pit and developing strike extensions at Twin Hills West, also known as Oryx.

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Management Discussion and Analysis

For the period ended March 31, 2024

• Another key focus area at the Project was advancing the water supply strategy through hydrological and geotechnical drill programs. A multi-well pump test targeting boreholes expected to supply the future mine was completed on the southern marbles over a period of four weeks. Results from the extensive test program have indicated that the aquifer in this area can sustainably supply water in excess of the 500,000m3 per annum abstraction permit approved by Department of Water Affairs ("DWA"). An additional four individual pump tests were completed at the Kranzberg aquifer during the quarter aimed at understanding the aquifer dynamics. These results will be included into the updated Kranzberg model to be completed in 2Q2024.
• At the Eureka discovery, the team conducted a district-wide airborne magnetic and radiometric survey, identifying 25 new targets. Geologist are working on testing these to develop a ranked target portfolio for follow-up work and scheduling. The main "south shoot" mineralization was also expanded on through a targeted step-out drilling campaign, with 1,659m completed in the quarter. Diamond drilled cores are orientated and studied to provide insight into the structural architecture of the mineralization. This understanding will support the building of an accurate and predictive geological model to support future step-out and exploration drill campaigns.
• Technical studies continued at Ondundu, aimed at enhancing the geological understanding of the ore body and specifically focused on the mineralization controls and subsequent structural geometry. Drill cores from historic campaigns are being carefully studied to build a more accurate structural model to guide the next round of resource step-out drilling scheduled for either 2Q2024 or 3Q2024.
• The geological team was also able to focus on some regional greenfields exploration targets and program design. Geological mapping and geochemical surface sampling continued to advance high-ranking targets within the new area. Surface sampling results have identified two new anomalous zones, Goedgeluk and Okatjiwaura, both scheduled for further investigation later in 2024.

MINERAL PROPERTIES

As of March 31, 2024, the Company held 15 exclusive prospective licences ("EPLs") and one mining license ("ML") in Namibia, which constitute the project areas below. The holding of land is, in part, mandated by the regulations from the Ministry of Mines and Energy in Namibia on EPL renewals. The Company also relinquishes certain licenses that it considers uneconomic from time to time. 

Table 1: Project and license areas

Project area		Area	Location
	(hectares)
Twin Hills Gold Project (8 licenses).	105,228	Central Namibia, in the vicinity of regional
EPL5649	was	relinquished. Size		towns/settlements of Omaruru, Usakos, Karibib
reductions were made to EPL5880,		and Wilhelmstal.
EPL3739, EPL5196 and EPL5533 as per
regulatory requirements.
Otjikoto East Gold Project (0 licenses).	-	Northern Namibia, in the vicinity of regional
Historic	licenses	were relinquished		towns/settlements of Otavi, Kombat and
with 2 new EPLs under application in		Grootfontein.
this project area.

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Management Discussion and Analysis

For the period ended March 31, 2024

Otjiwarongo Regional Project (7	176,085	Central Namibia, in the vicinity of regional
licenses)		towns/settlements of Otjiwarongo, Khorixas and
		Kalkfeld.
Total	281,313

WORK PROGRAM AND RESULTS

Twin Hills Gold Project

The Twin Hills Gold Project (also referred to as the "Karibib Gold Project" in some instances) includes 8 of the Company's 15 EPLs as well as the ML and comprises approximately 1,052km2 as at March 31, 2024.  

The infill program in 4Q2023 was concluded in 1Q2024, and the results showed a slight increase in grade for the Project with no metal loss. The next phase is to plan for further grade control drilling targeting the first six months of mining on the Project. This drilling will take place in the starter pits at Bulge and Twin Hills Central ("THC"), and is scheduled to commence in 2Q2024.

In the first quarter of 2024, a short infill and step-out drilling program was conducted aiming at converting shallow narrow shoots in the Clouds pit and developing strike extensions at Twin Hills West - Oryx. In total, 894m of diamond drilling ("DD") and 1,130m of reverse circulation ("RC") were drilled.

Key aspects of study developments on the Project in this quarter were:

• Updating and continued evaluation of firm price proposals against defined terms and conditions from open- pit mining operators/contractors, including the establishment of the mine services area infrastructure.  A supplementary enquiry was issued to these contractors for a secondary tailing trucking and deposition contract.
• Continued geotechnical investigations specific to the planned tailings storage facility and the photovoltaic plant site.
• Preparation of several alternative open-pit mining and processing schedules embodying different pre-strip periods and maximum mining rates as well as three different pit access ramp designs.
• Confirmation of operating cost estimates for the open-pit mining operation.
• Continuation of tailings filtration, geochemical tests and bulk density tests.
• Updating of the overall FEED capital and operating cost estimates for the Project, with respect to mining, processing and all surface infrastructure. This includes cost estimates for a practical filtered tailings disposal and storage facility ("TSF"). The development of the amended and enhanced tailings deposition and containment designs are based on internationally accepted standards of design.
• Completion of requests for the proposal and evaluation of firm price offers and estimated delivery schedules for long lead mechanical equipment items.
• Updating and finalization of detailed earthworks bills of quantity and invitation to tender ("ITT") documentation, based on the latest geotechnical reports.
• Completion of additional arsenic precipitation tests focusing on precipitation of arsenic from tailings thickener overflow and filter press filtrate.
• Evaluation of competitive offers for the proposed renewable power plant, including extensive technical and commercial discussions with potential independent power producers.
• Continued investigation of the water supply strategy and development of cost estimates with the assistance

of NamWater Ltd ("NamWater"), the Namibian water parastatal, for the mining operations. The

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Management Discussion and Analysis

For the period ended March 31, 2024

investigation incorporated studies of boreholes (including pump tests), pit dewatering, aquifer recharge, surface water dams and possible auxiliary NamWater network connections to ensure sufficient water supply even in occasional periods of severe drought in Namibia.  Refining of the overall site water balance model is based on water demand calculations prepared by the FEED consultants as well as the results and expert interpretation of the water supply investigations.

• Updating and enhancement of an integrated overall critical path network, incorporating the schedule for an operational readiness ("OR") plan and a basis or schedule document.
• Initiation of several operational readiness workstreams, including sustainability actions which must be in place before construction commences later in 2024.
• Initiation of several pre-project activities such as construction camp services design, access road design, construction bulk fuel installation design, remote water supply scheme studies and the owner's team recruitment.
• Continued discussions with the relevant government departments relating to all secondary permits required, including wastewater discharge, water abstraction, bulk power line, Namibia Civil Aviation Authority ("NCAA") permit, district road relocation, land clearance, site accessory permit and various water pipeline and power line servitudes (wayleaves). 
• Development of an overall project execution plan ("PEP") and ongoing discussions with possible EPCM contractors concerning the scope of work, PEP, number and cost of services hours required, contractual terms and conditions, and potential key team members if their EPCM offer is accepted.
• Presentation and discussion with Yintai of recent FEED implementation and EPCM planning progress and the status of the Project.

Permitting process and environmental and social impact assessment ("ESIA")

Updates during the FEED process have further refined the requirements for secondary permit applications required for the mine development and the operational phase. Applications were submitted to the relevant ministries for the following permits:  

• Water borehole abstraction permits for the southern marbles on Farm Okawayo was approved for 500,000m3 per annum. Further permits were submitted for the northern marble aquifer area including a partnership with NamWater on their historic Spes Bona aquifer area. The DWA is currently reviewing the additional abstraction applications submitted.
• The Ministry of Environment Forestry and Tourism ("MEFT") reviewed the ESIA study for a 66 kV powerline and granted approval for the construction of the powerline route to proceed.
• An updated land clearing permit was applied for from the Ministry of Agriculture, Water and Land Reform ("MAWLR") in April 2024 to renew the existing permit. 
• The application for accessory works permits for all infrastructure within the Mining License area was updated with the FEED mine site layout and submitted to the Ministry of Mines and Energy ("MME") for approval. This approval is expected to be completed in 2Q2024.

During the finalization of the FEED study, the application process will continue with the relevant authorities. The bulk fuel storage license (on appointment of a fuel supply contract and contractor) and a license for explosives magazine (on appointment of the blasting contractor) are both planned to be applied for in 1H2024.

Bulk power supply

An application to upgrade the power purchase agreement from 16MW to 30MW load was approved by Namibia's parastatal power utility, NamPower, including an update of the second addendum to the original transmission power supply agreement for a change in scope of works. Basic engineering design continued for the transmission line and 6

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Management Discussion and Analysis

For the period ended March 31, 2024

sub-station to be constructed on site to link Twin Hills to the national grid in Namibia. The Company continued to engage NamPower on the development schedule for the completion of the planned Erongo substation which will connect the mine to the national grid.

Environmental studies

During the quarter, stakeholder engagement meetings focused on the infrastructure that is planned around the Khan Water Scheme ("KWS") and the Kranzberg pipeline. The study elements for each of the projects have progressed to the stage where the concepts can be presented to the public. The comments and feedback received from the community have been recorded and will be included in further study materials related to the ESIA for the projects, as well as the technical infrastructure designs.

The ongoing evaluation of the ESIA for the mine site infrastructure and the open-pit mines continued, mainly in relation to the geochemical understanding of the waste rock dumps and TSF areas. The results of the column leach tests associated with this confirmed our understanding that the current designs for the waste rock dump construction area and the lined TSF are suitable for the material that will be mined and processed.

Sustainability

Sustainability, for Osino, is about realizing its purpose of developing and operating gold projects in Namibia that build value for all its stakeholders and the environment. For Osino, this means (i) being a responsible and ethical corporate citizen, (ii) managing and minimizing its risks and negative impacts on society and the environment, and

1. leveraging its resources and operational activities to produce, build and share stakeholder value by driving positive change across different forms of capital (i.e., financial, manufacturing, intellectual, social, human and environmental), where practically and financially viable. 

Osino's sustainability activities are guided by its material topics, which include those topics considered to be most important to the Company and its stakeholders. Key material topics include:

• Occupational health and safety
• Employee welfare and relationships
• Employee diversity, equal opportunities and non-discrimination
• Community relationships and their socio-economic development
• Land and waste management
• Water management
• Climate change and energy use  

Significant progress continues to be made on these material topics, both as they pertain to the existing exploration business and the design and development of the THGP. A comprehensive sustainability-related operational readiness plan is being implemented in preparation for construction and operations to ensure that social and environmental impacts and needs will be addressed.

A detailed set of community studies (including a baseline study and an impact needs and human rights assessment) in Karibib are near-complete. The outputs of this project will allow Osino to better manage its impacts, engage communities and support socio-economic development needs.

All properties where the mine will be located were acquired in 2023 and a draft land management plan has been developed, which will be further enhanced and expanded upon during construction. Water studies are ongoing to ensure sustainable water use and long-term community benefits from Osino's water infrastructure. Plans for the

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Management Discussion and Analysis

For the period ended March 31, 2024

TSF have been refined to further reduce the tailings moisture content. Work to evaluate the use of local materials and innovative building designs to reduce the environmental impact of construction is underway. Additional information about the Company's sustainability activities is available in our 2022 Sustainability Report and the soon- to-be-published 2023 Sustainability Report.

Otjikoto East Project

The Otjikoto East Gold Project currently has no active licenses, as these were all relinquished in 2023. Two new EPLs in the project area have been applied for during the reporting period. No exploration activity was recorded for the quarter under review. 

Otjiwarongo Regional Project

The Otjiwarongo Regional Gold Project consists of seven licenses with a combined surface area of 1,760km2 situated in central Namibia, to the northwest of Twin Hills. The project area lies approximately halfway between the Company's Twin Hills and Otjikoto East Gold Projects, and includes the very exciting Eureka gold discovery and the Ondundu Gold Project.    

Eureka, a new greenfield gold discovery made in 2Q2023, is a key focus area for the Company as it continues to advance exploration projects outside of Twin Hills. During the quarter, through the collection and interpretation of drill core logging and surface mapping data, the team improved the geological understanding of the main South Shoot deposit. This informs the current phase of step-out drilling to test extensions to the shoot, which is open in almost all directions.  A total of seven holes for an initial total of 1,400m were planned for the phase, which commenced in late September 2023. Due to the program's success, twelve holes have been drilled for 2,792m, with another five holes planned in 2024 for 1,000m. The latest results received include 61m @ 2.4 g/t Au including 13m

• 6.2 g/t and 13m @ 3.39 g/t (from a depth of 66m in ORD011); and 20m @ 5.60 g/t Au (from a depth of 75 to 95m in ORD012). A helicopter-borne magnetic and radiometric survey was completed in December 2023 defining 25 new district targets for evaluation and drill testing in 3Q2024. The district work program is designed to uncover additional blind targets. 

Ondundu adds significantly to the potential of the Otjiwarongo region. During 2023, the Company completed a total of 3,703m of RC and DD drilling. Assay results have produced some exceptional intercepts, including 157m @ 1.50 g/t in hole ONRC23-019 and 109m @ 2.30 g/t in hole ONRC23-017. These results indicate the potential to increase the size and grade of the main ore zone(s) with detailed infill and step-out drilling.  To this end, the technical team is currently working on reviewing and relogging all historic drill cores and collecting new structural data to define ore controls and ultimately the architecture of the orebody. This information is vital to improve brownfield and resource step-out drill targeting, scheduled for 2Q2024 and 3Q2024.

The remaining historic and recently collected map and geochemical surface sampling data across key targets in the project area was reviewed to update and rank the target portfolio. This will guide our future exploration work programs and schedules, focusing on the Moselle NW targets and the Ondundu brownfields targets.

Geological model and exploration approach

Osino is targeting gold mineralization that fits the broad orogenic gold model. Much of the historical exploration for gold in Namibia has not taken this approach. The key regional features and/or criteria of the orogenic gold model, and how they relate to the Namibian and Damara Orogenic Belt setting, are: 

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Management Discussion and Analysis

For the period ended March 31, 2024

• Very large, long-lived and deep structures, including the Omaruru and Otjohorongo Lineaments, as well as the recently identified Karibib Fault 
• Large scale turbidite basins as a source of fluids
• Compressional tectonics (required for pumping the fluids out of the basins and through these large structures)
• Association with domes and basement highs 
• Associated gold occurrences 

QUALIFIED PERSON'S STATEMENT

David Underwood, B.Sc. (Hons.) is Vice President in charge of Exploration of the Company and has reviewed and approved the scientific and technical information in this MD&A. He is a registered professional natural scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No. 400323/11) and a qualified person (QP) for the purposes of NI 43-101.

The maiden resource estimate ("MRE") for Twin Hills and Ondundu was carried out by Mr. Anton Geldenhuys (M.Eng.), a registered professional natural scientist (SACNASP, membership number 400313/04), of CSA Global (Pty) Ltd, who is an independent QP as defined by CIM Definition Standards for Mineral Resources and Mineral Reserves per NI 43-101. Mr. Geldenhuys is a geoscientist, is qualified as a geologist (Honours) and engineer (Masters) and has over 22 years of relevant industry experience. Mr. Geldenhuys is a member in good standing of the South African Council for Natural Scientific Professions (SACNASP) and has sufficient experience relevant to the commodity, style of mineralization and activity which he is undertaking to qualify as a QP under NI 43-101.

ENVIRONMENTAL REGULATIONS

All work carried out on each license is subject to an environmental compliance certificate ("ECC") for that specific license issued by the MEFT. This is based on an environmental scoping study and environmental impact assessment for the stages of exploration and project development work envisaged for the ensuing three-year period. This ECC application process allows for public participation meetings which include the landowners affected by the proposed activities. No fieldwork is permissible without an approved ECC for the particular license, nor can licenses be renewed by the MME.

The ECC is renewed by submitting a report of activities for the previous three-year period. This is accompanied by supporting documentation, including descriptions and photos of the types of fieldwork carried out and the nature of the vegetation in areas where it has been disturbed (before the field activities commenced and after rehabilitation). The Company has received all the required ECCs.

USE OF FUNDS

In April, August and December 2023, the Company raised $819,726 in net proceeds from the exercise of 711,907 warrants. On October 18, 2023 the Company announced that it had closed a prospectus-based offering of 2,770,745 common shares for gross proceeds of $2,770,745 at a price of $1.00 per share. On December 22, 2023, the company announced that it had completed the initial tranche of its previously announced non-brokered private placement of common shares of the Company to DPM, whereby the company issued 4,424,779 common shares to DPM at a price of $1.13 per common share for aggregate gross proceeds of $5,000,000.

During 1Q2024, the Company completed the second and final tranche of its previously announced non-brokered private placement of common shares of the Company to DPM, whereby the Company issued an additional 4,424,778 common shares to DPM at a price of $1.13 per common share for aggregate gross proceeds of $5,000,00. As a result of the acceptance of the improved offer from Yintai (and the simultaneous termination of the DPM offer), the

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Management Discussion and Analysis

For the period ended March 31, 2024

Company raised an additional US$10,000,000 ($13,522,838) on a net basis from the Yintai facility (Refer to the "Yintai credit facility" section in this document for further details). The company continues to raise further funds from the exercise of warrants and stock options in issue as quantified later in this report. In 1Q2024, the Company raised $5,512,074 from the exercise of warrants and stock options.

The Company intends to use the foregoing net proceeds to fund exploration and project development expenditures at the Company's Twin Hills Gold Project and the other exploration projects in Namibia ahead of commencing construction, as well as for general working capital purposes. Refer to the "Share structure" section within this document for post balance sheet events associated with capital initiatives of the Company.

The Company's uses of funds analysis incorporates all spend and expected spend except for any IFRS non-cash adjusted items, investment income receipts, finance cost expenditure in the form of interest, and fair value adjustments and non-cash accruals.

Table 2: Use of funds analysis

Concession spending analysis	Remaining	Funds raised	Cumulative	Remaining
	commitment	through	spend for the	commitment
	brought	financing	quarter to	as at Mar 31,
	forward from	and other	date(3)	2024 (4)
	Dec 31, 2023 (1)	forms (2)
Project expenditure
Exploration development: THGP and
regional(5)(6)	$3,300,585	$6,740,094	($7,243,511)	$2,797,168
Feasibility and mine development
studies(6)	4,304,602	5,482,170	(1,558,526)	8,228,246
Regional in-country general and
administrative expenses(7)	2,761,944	1,472,419	(542,040)	3,692,323
Capital expenditures(8)	441,318	3,592,447	(7,411)	4,026,354
Corporate general and administrative
expenses(9)	737,013	6,747,782	(1,978,025)	5,506,770
Unallocated working capital	-	-	-	-
Total	$11,545,462	$24,034,912	($11,329,513)	$24,250,861

Notes:

1. The remaining commitment brought forward as at December 31, 2023 represents the funds available to fund the remaining portion of the commitment from the prior year.
2. Balance includes the closing of tranche 2 bridge private placement of common shares issued to DPM on January 30, 2024; Nebari tranche 1 warrant exercise in 1Q2024; proceeds from stock options and other warrant exercises during the quarter; and the net proceeds from the Yintai facility.
3. The actual spend is calculated on a cumulative basis for the three-month period ended March 31, 2024, across all the Company's work programs. It excludes any non-cash expenditure including costs allocated to stock options, restricted share units ("RSUs"), deferred stock units ("DSUs") and/or minority interests.

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