Global Atomic : Management's Discussion & Analysis of Financial Condition & Results of Operations for the Year Ended December 31, 2023

GLOBAL ATOMIC CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED

DECEMBER 31, 2023

Dated March 27, 2024

Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

Table of Contents

HIGHLIGHTS ........................................................................................................................................................ 3

Dasa Uranium Project ...................................................................................................................................... 3

Turkish Zinc Joint Venture ................................................................................................................................ 4

Corporate ......................................................................................................................................................... 5

Subsequent Events .......................................................................................................................................... 5

OUTLOOK ............................................................................................................................................................ 5

BACKGROUND .................................................................................................................................................... 6

URANIUM BUSINESS .......................................................................................................................................... 6

TURKISH ZINC EAFD OPERATIONS ................................................................................................................ 15

COMPARATIVE RESULTS ................................................................................................................................ 18

SELECTED QUARTERLY FINANCIAL INFORMATION .................................................................................... 19

LIQUIDITY AND FINANCIAL POSITION ............................................................................................................ 20

CAPITAL MANAGEMENT .................................................................................................................................. 20

FINANCIAL RISK FACTORS .............................................................................................................................. 20

RELATED PARTY TRANSACTIONS ................................................................................................................. 20

OFF-BALANCE SHEET TRANSACTIONS ......................................................................................................... 20

MATERIAL ACCOUNTING POLICY INFORMATION AND CRITICAL ACCOUNTING ESTIMATES &

JUDGEMENTS ................................................................................................................................................... 21

CHANGES IN ACCOUNTING POLICIES ........................................................................................................... 21

DISCLOSURE OF INTERNAL CONTROLS ....................................................................................................... 21

RISKS AND UNCERTAINTIES ........................................................................................................................... 21

OUTSTANDING SHARE DATA .......................................................................................................................... 34

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION .......................................................... 34

QUALIFIED PERSON ......................................................................................................................................... 34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................................... 35

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

The following discussion of the results of operations and financial condition of Global Atomic Corporation ("Global Atomic" or the "Company") prepared as of March 27, 2024 summarizes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2023, and the factors reasonably expected to impact on future operations and results ("Management's Discussion and Analysis of Financial Condition and Results of Operations" or "MD&A").

This MD&A is intended to supplement and complement the Company's audited consolidated financial statements as at and for the year ended December 31, 2023 ("Financial Statements") and the notes thereto, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Certain information and discussion included in this MD&A constitute forward-looking information, which should be read in consideration of the cautionary notes contained in the section "Forward-Looking Statements" at the end of this MD&A.

Further information about the Company and its operations can be obtained from the offices of the Company, atwww.globalatomiccorp.com or from www.sedarplus.ca.

HIGHLIGHTS

Dasa Uranium Project - Mineral Resource Estimate

•  On May 23, 2023, the Company announced the completion of an updated Mineral Resource Estimate ("MRE") for the Dasa Project. The MRE includes the results of a 16,000-meter drill program that was designed to convert Inferred Resources to Indicated Resources and resulted in a 50% increase in Indicated Resources at a 1,500-ppm cut-off grade.

Dasa Uranium Project - Off-take Agreements

•  In 2023, the Company formalized three off-take agreements with major North American utilities for the delivery of 1.4 million pounds U3O8 per year for the first five years of mining. These off-take agreements represent a small percentage of the current 68.1 million pounds of production in the new 23.75-year Mine Plan and provide the Company with the ability to repay the debt financing facility, while maintaining leverage to a tightening uranium market.

Dasa Uranium Project - Mining

•  Ramp development has been underway since the beginning of 2023, with over 950 meters completed. Mine development is now continuing down dip in the footwall of the orebody.

•  In August 2023, the closure of the Benin border interrupted the usual supply route from the Port of Cotonou through Benin to Niger. The Company suspended mine development due to interruptions of its supply chain and depletion of certain consumables until the Company established an alternate shipping route through Togo and Burkina Faso. Using this alternate route, underground mine development resumed in December 2023.

•  As of the date hereof, the Dasa Mine, operated by SOMIDA and overseen by Global Atomic Corporation, achieved 595 days without a Lost Time Injury ("LTI"). This achievement is a testament to management's dedication to create a safe work environment and the team's success in implementing effective safety measures.

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

Dasa Uranium Project - Financing

•  The Company is engaged with a Canadian export credit agency and a U.S. development bank to establish a debt facility to finance 60% of Dasa's development costs. The Company has been advised by this banking syndicate that Credit Committee approval may occur in April 2024, followed by final approval by the Board of Directors in June 2024.

•  Management continues to work towards the completion of this debt facility, however, the Company is also involved in discussions with other funding entities and will continue to evaluate alternative funding options that support a financing decision in the best interests of shareholders.

Dasa Uranium Project -Team

•  In 2023, the Company added two key members to the Dasa management team: John Wheeler, Director of Operations and Site General Manager and Daniele Valentino, Deputy Director of Operations & Assistant General Manager. Both individuals have substantial West African mining experience and we welcome them to the SOMIDA operating team.

Niger Political Situation

•  On February 14, 2023, the Company announced that a local court in Agadez, Niger, had issued orders against the Government of Niger and the Company's subsidiary in Niger, SOMIDA, in response to historical concerns raised by certain local organizations. On February 24, 2023, the ruling was overturned and annulled as having no merit. SOMIDA continued mine development operations throughout the court proceedings.

•  On July 26, 2023, the Niger military initiated a change in government. The new Government of Niger subsequently confirmed its support of the Dasa Project and encouraged SOMIDA to proceed on schedule. The Economic Community of African States ("ECOWAS") imposed wide-ranging sanctions on Niger, which were subsequently removed in early 2024. The Niger-Benin border is the only border that remains closed, however is expected to open soon.

•  On October 10, 2023, the United States formally recognized the events of July 26, 2023, as a "Coup d'Etat", which temporarily halted the U.S. Development Bank's work on their debt financing facility for the Dasa development.

•  In November 2023, the U.S. Senate voted overwhelmingly to support continued U.S. military presence in Niger. The U.S. Under Secretary for African Affairs stated that the U.S. stands ready to support Niger in a successful transition to democratic rule and the U.S. Development Bank resumed its work on the debt facility for Dasa.

Turkish Zinc Joint Venture

•  Operations were impacted by major earthquakes which occurred in Türkiye during Q1 2023. Local steel mills, which supply the Turkish Zinc Joint Venture ("BST" or the "Turkish JV") with Electric Arc Furnace Dust ("EAFD"), ceased operations for a period of time before resuming operations.

•  The Turkish JV processed over 66,000 tonnes EAFD to produce 27.2 million pounds of zinc in concentrate at an average realized price of US$1.20/lb.

•  The Company's share of the Turkish JV EBITDA was a loss of $2.4 million in 2023 (a gain of $4.2 million in 2022).

•  The revolving credit facility of the Turkish JV was US$12 million at the end of 2023 (Global Atomic share - US$5.9 million).

•  The cash balance of the Turkish JV was US$1.9 million at the end of 2023.

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

Corporate

•  On March 17, 2023, the Company completed a Bought Deal Prospectus Offering of 18,666,667 Units at a price of $3.00 per Unit for gross proceeds of approximately $56 million. Each Unit comprised one common share and one-half warrant exercisable at $4.00 per common share for a period of 18-months from closing.

•  On November 21, 2023, the Company filed a Short Form Prospectus for up to $350 million which amount includes up to $50 million that may be raised under an At-the-Market ("ATM") equity program as per the supplemental prospectus filed December 6, 2023, over the ensuing 25-month period.

•  On December 22, 2023, the Company completed a private placement of 9,000,000 Units at a price of $2.50 per Unit for gross proceeds of $15 million. Units comprised one common share and one-half common share purchase warrant. Each full warrant could be exercisable at $3.00 per share for a period of 12 months from closing subject to accelerated expiry should the price of the common shares exceed a volume weighted average price ("VWAP") of $3.50 for 5 consecutive trading days. The acceleration clause was activated in January 2024 and all warrants exercised for gross proceeds of $9 million.

•  Global Atomic continues to receive quarterly management fees and monthly sales commissions from the Turkish JV ($690,000 in 2023 compared to $1,149,000 in 2022), helping to offset corporate overhead costs.

•  Cash balance as of December 31, 2023, was $24.9 million.

Subsequent Events

•  In January 2024, the Niger Government suspended the approval of new and/or renewed mineral exploration permits, including renewals recently received by the Company. This suspension was initiated to conduct an audit of recently issued exploration permits and related to undisclosed gold shipments. This announcement had no impact on the mining permits or operations at the Dasa Project and the Company expects its exploration permits to be renewed shortly.

•  On March 5, 2024, the Company released the results of its Dasa Uranium Project 2024 Feasibility Study ("FS") as an update to its 2021 Phase 1 Feasibility Study which confirmed an extension of the Mine Plan from 12 years to 23.75 years (2026-2049), a 50% increase in Mineral Reserves to 73 million pounds U3O8 and an increase in total production by 55% to 68.1 million pounds U3O8. Using an average uranium price of $75/lb U3O8, the FS shows an NPV8 of US$917 million, an IRR of 57% and a payback period of 2.2 years.

•  On March 5, 2024, the Company announced that it had signed a Letter of Intent from a European nuclear power utility to purchase U3O8 from Dasa, representing its fourth off-take agreement for deliveries starting in 2026.

•  On March 16, 2024, Niger announced its intention to terminate its military cooperation agreement with the United Sates. Global Atomic understands the two countries are in discussions to reach a mutually acceptable resolution.

•  On March 27, 2024, the Company published the full Dasa Uranium Project Feasibility Study ("FS"), details of which are discussed in the "Uranium Business" section below. The FS is available at the Global Atomic web site and atwww.sedarplus.ca.

OUTLOOK

Dasa Uranium Project

•  Continue development of the underground ramp and site infrastructure to remain on schedule to supply uranium ore to the processing plant from the end of 2025.

•  Addition of an in-country construction team, bringing the site complement from 275 to approximately 500.

•  In Q2 2024, our Bank Syndicate is expected to approve the Debt Financing facility for the development of the Dasa Project.

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

•  Complete final engineering, site development and civil works for the Dasa processing plant and begin installation of equipment.

•  Continue marketing efforts to secure additional uranium off-take agreements.

Turkish Zinc Joint Venture

•  The Company anticipates operations at its Turkish JV will continue to improve over the course of 2024 as neighboring steel mills ramp up production.

BACKGROUND

Global Atomic is a reporting issuer under applicable securities legislation in the provinces of Alberta, British Columbia and Ontario and trades under the symbol "GLO" on the Toronto Stock Exchange (the "TSX"), under the symbol "GLATF" on the Over-The-Counter Market (the "OTC:QX") in the United States of America and under the symbol "G12" on the Frankfurt Stock Exchange.

Global Atomic is headquartered in Toronto, Canada and is incorporated under the laws of the Province of Ontario. Global Atomic and its subsidiaries have two principal lines of business:

• 1. the processing of electric arc furnace dust ("EAFD") obtained from steel companies through a Waelz kiln to recover zinc and produce a high-grade zinc concentrate in Türkiye for sale to smelters.

• 2. the acquisition, exploration and development of uranium properties, with the Dasa Project currently under development in Niger.

URANIUM BUSINESS

The Company carries out its Niger uranium exploration and development activities through its wholly-owned subsidiary, Global Atomic Fuels Corporation ("GAFC"). GAFC was incorporated on January 31, 2005, to pursue uranium mining projects. After an analysis of the prospective exploration sites in Niger, GAFC entered into six Mining Agreements with the Government of the Republic of Niger. Each Mining Agreement covers a period of 20 years.

On December 23, 2020, GAFC was granted a Mining Permit for the Dasa Project on behalf of a Niger mining company to be incorporated. The Mining Permit is valid for an initial term of 10 years and is renewable for successive five-year terms until the resource is depleted. The Company's Niger mining subsidiary, Société Minière de DASA S.A. ("SOMIDA") was incorporated on August 11, 2022. In accordance with the mining agreement signed by GAFC and the Republic of Niger on September 25, 2007, the latter received a 10% free carried interest in the mining subsidiary and exercised its right to subscribe to an additional 10%, resulting in a total ownership of 20% of the shares of SOMIDA. Under the terms of the Company's Mining Agreement, the Republic of Niger commits to fund its proportionate share of capital costs and operating deficits for the additional 10% interest. The Republic of Niger has no further option to increase its ownership.

In accordance with the Mining Agreement, the historic exploration costs incurred on the Adrar Emoles 3 Exploration Permit prior to December 31, 2021 of US$54.9 million were transferred to SOMIDA and are recoverable by GAFC from SOMIDA. Additionally, Global Atomic has been funding 10% of the development expenditures on behalf of the Republic of Niger. Such funding has accumulated to US$7.5 million plus interest and is recoverable from the Republic of Niger.

Mining Agreements

In January 2007, GAFC entered into four Mining Agreements known as Tin Negoran 1, 2, 3 and 4 and in September 2007, GAFC entered into two additional Mining Agreements known as Adrar Emoles 3 and 4.

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

The original area covered by each Mining Agreement was approximately 500 km2. Exploration Permits were granted under each Mining Agreement. Upon each renewal of Exploration Permits, GAFC is required to reduce the area covered by the Mining Agreement by 50%. The Exploration Permits have been renewed twice and the area covered by each Exploration Permit is currently as follows:

Since December 2018, the Exploration Permits have also been extended twice, most recently on January 21, 2021, extended to December 17, 2023. The Company has applied for a further extension of the Exploration Permits beyond their current expiration date of December 17, 2023, and Management believes that the extension applications will be approved.

The 96.2 km2 Adrar Emoles 3 Exploration Permit area is net of the 25 km2 that was allocated to the Mining Permit.

Resources

Since 2011, GAFC's exploration activities have been primarily focused on the Dasa deposit. In 2018, GAFC began a drill program at an area identified as the "Flank Zone" to assess the potential for near-surface high-grade mineralization, as well as testing strike extensions of the deeper mineralization at depth. The Company was successful with both programs. The drilling identified significant amounts of high-grade mineralization in the Flank Zone and in several new zones along strike and down dip. This information guided the location of the 16,000-meter infill drilling program in 2021 and 2022 when the Company drilled a further 28 diamond drill holes for a total of 16,368 meters, targeting areas of Inferred Resources, so they could be upgraded to the Indicated category. Using this new data, AMC Consultants, ("AMC"), was engaged to prepare an updated Mineral Resource Estimate ("2023 MRE") which they reported on with an effective date of May 12, 2023.

Highlights from the 2023 MRE included a grade-tonnage report at varying cut-off grades and are summarized in the following table:

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

The 2023 MRE concluded on the following Mineral Resource Statement:

The following resource schematic shows the Indicated and Inferred resources as estimated in the MRE. Indicated Resources are shown in purple and Inferred Resources are shown in yellow.

Reserves

Following the updated MRE, the Company has updated the previous Phase 1 Feasibility Study. The updated Feasibility Study ("2024 Feasibility Study") was reported with an effective date of February 28, 2024 and filed on SEDAR+ on March 27, 2024.

The 2024 Feasibility Study estimated the following Mineral Reserves.

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

The 2024 Feasibility Study identified five zones of mineral reserves as shown in the following schematic.

The mining inventory in the Feasibility Study included a minor amount of Inferred Resources shown as follows:

For purposes of the Reserve estimate, the 10,708 Inferred Resources, being those resources that must be mined as part of the stope shapes, were assigned zero grade, thus reducing the reserve grade to 4,113 ppm.

The total mining inventory resulting from the mine design and layout is shown by mining zone in table below:

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Global Atomic Corporation

Management's Discussion and Analysis For the year ended December 31, 2023

(All amounts in Canadian Dollars, unless otherwise stated)

As summarized in the mining inventory, grades in Zone 1 (the Flank Zone) are 6,014 ppm and then decline thereafter. Zone 1 represents 29% of total tonnes. At the planned 1,000 tonnes per day processing rate, Zone 1 processing will account for about 7 years of the total 23.75 years reserves processing horizon.

Reserve Expansion

Enhancement of throughput and possible mill expansions will be investigated to improve and maintain the processing plant output. Achieving increased throughput will significantly lower the unit operating costs over time. Additional infill drilling is expected to upgrade Inferred Resources to the Indicated Resource category so these can be included in subsequent mine plans.

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Disclaimer

Global Atomic Corp. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 01:31:07 UTC.