MANDALAY RESOURCES CORPORATION

ANNUAL INFORMATION FORM

For the year ended December 31, 2023

March 28, 2024

TABLE OF CONTENTS

18. ADDITIONAL INFORMATION ................................................................................................. 80

SCHEDULE A

ABOUT THIS ANNUAL INFORMATION FORM

The information in this Annual Information Form ("AIF") is presented as of December 31, 2023, unless otherwise indicated, and except for information in documents incorporated by reference that has a different date. All dollar amounts in this Annual Information Form are in US dollars, unless indicated otherwise. In this Annual Information Form, references to the "Corporation" or "Mandalay" refer to Mandalay Resources Corporation and its subsidiaries, unless the context otherwise requires or indicates.

2.

FORWARD-LOOKING STATEMENTS

Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "plans", "intends", "anticipates", "should", "estimates", "expects", "believes", "indicates", "targeting", "suggests", "continue", "may", "will" and similar expressions. Forward-looking statements include, but are not limited to: statements with respect to the future price of gold ("Au"), antimony ("Sb") and other metals as well as foreign exchange rates; the estimation of Mineral Reserves and Resources and the related results and timing of such estimates; the performance of Mineral Reserve estimates in predicting amount and quality of ore actually mined; the timing and amount of estimated future production, costs of production, capital expenditures; estimates of expected sales volumes and associated operating and capital costs for its gold and antimony production; costs and timing for the development of new deposits; success of exploration activities and environmental permitting timelines. This Annual Information Form contains forward-looking statements about the Corporation's objectives, strategies, financial condition and results, as well as statements with respect to management's beliefs, expectations, anticipations, estimates and intentions. These forward-looking statements are based on current expectations and various factors and assumptions. Accordingly, these statements entail various risks and uncertainties.

The material factors and assumptions that were applied in making the forward-looking statements in this Annual Information Form include, among others: execution of the Corporation's existing production, capital, and/or exploration plans for each of its properties, which may change due to changes in the views of the Corporation or if new information arises which may make it prudent to change such plans or programs; the accuracy of current interpretation of drill and other exploration results or new information or interpretation of existing information which may result in changes in the Corporation's expectations; and the Corporation's ability to continue to obtain qualified staff and equipment in a timely and cost-efficient manner to meet demand.

It is important to note that:

  • • Unless otherwise indicated, forward-looking statements in this Annual Information Form describe management's expectations as at the date of this Annual Information Form.

  • • Readers are cautioned not to place undue reliance on these statements as the Corporation's actual results may differ materially from its expectations as unknown risks or uncertainties may affect its business or estimates or assumptions may prove to be inaccurate. Therefore, no assurance can be provided that forward-looking statements will materialize.

  • • The Corporation assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason, except as may otherwise be required pursuant to applicable laws.

For a description of material factors that could cause actual results to differ materially from the forward-looking statements in this Annual Information Form, see "Risk Factors".

TECHNICAL INFORMATION

Technical information provided herein for the Costerfield gold-antimony mine ("Costerfield") and the Björkdal gold mine ("Björkdal") is based upon information contained in the technical reports in respect of the properties, prepared pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") (each, a "Technical Report" and collectively, the "Technical Reports").

The technical report in respect of Costerfield, entitled "Costerfield NI 43-101 Technical Report" dated March 28, 2024 (the "Costerfield Technical Report"), was prepared by SRK Consulting (Australia) Pty Ltd, and the Mineral Resource Estimate was carried out under the supervision of Cael Gniel MAIG RPGeo (Mineral Resource Estimation), an employee of SRK Consulting. Mr Gniel fulfils the requirements to be a "Qualified Person" for the purposes of NI 43-101 and is the Qualified Person under NI 43-101 for the Mineral Resource Estimate. The Mineral Reserve Estimate was prepared by Brett Nevill MAusIMM who is a full-time employee of SRK Consulting, under the direction of Dylan Goldhahn, MAusIMM, who is a full-time employee of Mandalay. The Mineral Reserve Estimate was independently verified by Robert Urie FAusIMM who is a full-time employee of SRK Consulting. Robert Urie fulfils the requirements to be a "Qualified Person" for the purposes of NI 43-101 and is the Qualified Person under NI 43-101 for the Mineral Reserve.

The technical report in respect of Björkdal entitled "Technical Report on the Björkdal Gold Mine, Sweden" dated March 31, 2023 (the "Björkdal Technical Report") was prepared by SLR Consulting (Canada) Ltd. and the Mineral Resource Estimates for Björkdal and Norrberget were carried out under the supervision of Reno Pressacco, M.Sc.(A), P.Geo., Associate Principal Geologist, a self-employed associate of SLR and independent of Mandalay. He is a Qualified Person for the purpose of NI 43-101. An updated Mineral Reserve Estimate with an effective date of December 31, 2023 was described in a press release dated February 22, 2024. This estimate was carried out under the supervision of Rick Taylor, CP, MAusIMM, Principal Mining Engineer, an employee of SLR and independent of Mandalay. He is a Qualified Person for the purposes of NI 43-101.

The technical information contained in this Annual Information Form with respect to Björkdal and Costerfield has been summarized from the Technical Reports and Interim Memorandum. All summaries and references to Technical Reports are qualified in their entirety by reference to the complete text of the applicable Technical Report, which can be found under the Corporation's profile atwww.sedarplus.ca.

4. CORPORATE STRUCTURE

4.1 Name, Address and Incorporation

The Corporation was incorporated on January 29, 1997, as Mandalay Resources Corporation under the Business Corporations Act (British Columbia) ("BCBCA"). The Corporation's principal business is the exploration, development, and mining of natural resource properties.

The Corporation's registered office is located at 1066 West Hastings Street, Suite 2600, Vancouver, British Columbia, Canada, V6E 3X1. The Corporation's head office is located at 76 Richmond Street East, Suite 330, Toronto, Ontario, Canada, M5C 1P1.

4.2

Intercorporate Relationships

The following chart illustrates the structure of the Corporation as at the date of this Annual Information Form. The chart shows the jurisdiction of incorporation of each active subsidiary and the percentage ofvoting securities beneficially owned by the Corporation or over which the Corporation has control or direction.

Mandalay Resources Australia Pty ("MRA"), formerly Australian Gold Development ("AGD"), is a private Australian Corporation that operates Costerfield and was acquired by Mandalay on December 1, 2009. MRA is governed by the laws of The Corporations Act 2001 (Australia). MRA owns 100% of the voting securities of its sole subsidiary, Mandalay Resources Costerfield Operations Pty ("Mandalay Costerfield"). Mandalay Costerfield is governed by the laws of The Corporations Act 2001 (Australia).

Mandalay acquired all the issued and outstanding shares of Elgin Mining Inc. ("Elgin") on September 10, 2014, in a court-approved plan of arrangement. Bonito Capital Corp. directly owns 100% of Lupin Mines Incorporated, which owns mining interests in Nunavut, Canada. Bonito Capital Corp. also directly owns Mandalay Resources Sweden Holco AB, which was incorporated in 2015 and is governed by the laws of Sweden. Mandalay Resources Sweden Holco directly owns Björkdalsgruvan, Björkdal Exploration AB and Explor Björkdalsgruvan AB, which was formed to hold the tenements for the Norrliden Joint Venture signed May 26, 2017. These entities are governed by the laws of Sweden, and which own and operate the Björkdal mine in Sweden.

5. GENERAL DEVELOPMENT OF THE BUSINESS

5.1 Three Year History

Since 2021, the Corporation has been focused on production and exploration at its Björkdal and Costerfield properties.

2021

On January 26, Mandalay announced recent drilling results for Costerfield's Youle deposit, highlighting further high-grade gold mineralization extensions at depth. Drilling above the gold domain confirmed the gold content continues with composite grades recorded of 264 g/t Au over 0.23 m (true width) in BC162 and 94.7 g/t Au over 0.05 m (true width) in BC158.

On January 29, Mandalay announced that it had intercepted 0.11 m of 460.5 g/t Au and 0.20 m of 165.1 g/t Au in the initial stepout drill hole under the Youle deposit. At approximately 90 m below the last intercept on Youle, this discovery indicated a new gold mineralized structure below and separate from the Youle deposit. This was a major milestone for the Costerfield exploration program so early in the year and reinforced the planned 2021 program of deeper drilling below several of the known deposits.

On February 17, Mandalay announced significant grades and depth extension to the lake zone veining of the Björkdal deposit. This veining sits beneath the marble unit, below and to the south of the Aurora Zone. This initial phase of drilling encompassed nine drillholes and intercepted 15 veins containing some of the best grades seen at Björkdal. Interpretation of the drilling indicated that the veining was continuous through all holes drilled.

On February 23, Mandalay announced the updated Mineral Resources and Reserves estimates for Costerfield and Björkdal. At Costerfield, the Proven and Probable Mineral Reserves for contained gold and antimony increased by 25% and 22%, respectively, net of 2020 depletion. Björkdal maintained its long reserve mine life until 2029 and underground Mineral Reserves for contained gold increased, net of 2020 depletion.

On April 26, Mandalay announced the discovery of a new gold-rich structural domain below the Youle deposit named the Shepherd Zone at its Costerfield Operation, containing coarse visible gold in two major veining horizons. This discovery marked a step change for Costerfield, which is already one of the world's highest-grade producing gold mines with a Proven and Probable Mineral Reserves grade of 12.8 g/t Au and 3.5% Sb.

On June 8, Mandalay announced the extension of the newly discovered Shepherd Zone and provided an update on the Costerfield mineral system. Mandalay's increased focus on the Shepherd Zone demonstrated great success with the Eastern and Western veining horizons extending 300 m and 400 m in strike length, respectively. Mandalay was also encouraged by the indication that the two veining horizons were tending towards merging towards the south in an area that exhibits elevated widths and grades. This southern area remains unconstrained at depth.

On June 29, Mandalay announced the extension of the Main Zone and confirmed the extension of the Eastern extension of Lake Zone at its Björkdal operation. Mandalay was encouraged by the high grades within veining to the east of the mine and by the strong indications of major extensions to two previously mined high grade skarn lenses.

On July 14, Mandalay announced that Belinda Labatte resigned from her position as Chief Development Officer.

On October 5, Mandalay announced that it continued to extend the Shepherd Zone and provided an update on the Costerfield deep drilling program. The Shepherd system remained open to the north, south and at depth with the southernmost drillhole showing persistent veining with significant gold and antimony grade. The Costerfield Deeps program progressed with another drillhole completed. DrillholeCD002 and wedge hole CD002W1 were drilled under the Cuffley and Augusta deposits and recovered quartz veining with multiple visible gold intercepts within horizons not previously encountered. The discovery of additional gold-bearing veins down-dip of the Augusta Mine built on previously reported high-grade intercepts of the Sub-King Cobra deep drilling program and lends weight to the Corporation's expectation of a sizeable system of significantly mineralized gold-bearing veins at depth below the current development.

On October 12, Mandalay announced that Equus exercised its option to purchase Mandalay's Cerro Bayo mine.

On October 26, Mandalay reported that the 17-hole drill program confirmed the presence of a promising gold system at the Brown's prospect, 2 km from the Shepherd discovery and Youle mine. The most recent results confirmed significant gold grades within fault hosted breccias along two mineralized trends, building on previous high-grade results seen and reported in 2020. Mineralization across the two trends has been tracked over a 200 m strike and 300 m vertical extent.

On December 2, Mandalay announced that it had completed the sale of its Cerro Bayo mine to Equus Mining Ltd. ("Equus"). Equus acquired Cerro Bayo, including its mining properties, resources and mine infrastructure as well as a 1,500 tonnes per day processing plant, in exchange for 19% of Equus' share capital and a 2.25% net smelter royalty on production from the Cerro Bayo mining claims once the mine has produced at least 50,000 ounces of gold equivalent, subject to a re-purchase option in favour of Equus. Mandalay also retains a maximum of 50% of the approved site closure costs of Cerro Bayo as at the transaction closing date which was valued at $5.7 million. In addition, Equus appointed Ryan Austerberry, Mandalay's Costerfield mine General Manager, to the Board of Equus as a non-executive director representing Mandalay.

2022

On January 24, Mandalay announced the continuation of excellent results from its Björkdal eastward mine extension drilling programs. Since the success of the Lake and Main Zone extension projects, Mandalay drilled a further 17 holes and 7,253 m into the eastern extension of the Björkdal veining in three programs. These are the Central Zone Extension, Central Zone Conversion and Central to Lake Zone. Currently, these results have been connected to the continuation of 21 existing veins and 16 new veins have been discovered. Significant grade also sits outside of currently modelled veining, and it is expected that additional drilling will improve confidence in structural connections leading to further vein definition.

On February 16, Mandalay announced updated Mineral Resources and Reserves estimates for Costerfield and Björkdal. At Costerfield, Proven and Probable Mineral Reserves for contained gold increased by 24%, net of depletion for 2021 production and extended mine life by two years to 2027, net of depletion for 2021 production. Björkdal maintained strong mine life until 2030, improved geological understanding allowed for upgrades to higher confidence Measured Resources and Proven Reserves and an increase to Measured and Indicated gold Resources of 59,000 oz net of yearly depletion.

On June 9, Mandalay announced results from the Robinson Prospect drilling campaign. Drilling had identified a potential offset to the historically producing Robinson Mine with an intercept of 1,780 g/t gold over 0.17 m (Estimated True Width "ETW" of 0.15 m) and visible gold seen in two other drill holes along trend and within two additional intercepts. These intercepts sit 2 km to the south of the Brown Prospect, which was the focus of the Corporation's 2020 and 2021 eastern drilling campaign.

On June 21, Mandalay announced an update on the eastern extension drilling and significant intercepts from the North Zone drilling program at its Björkdal operation in Sweden. The 2022 eastern extension program included seven holes and intercepted 17 modelled veins with encouraging grades amongst them including 14.7 g/t gold over 4.10 m (3.48 m ETW) and 27.3 g/t gold over 2.20 m (1.61 m ETW). In January 2022, Mandalay recommenced the North Zone drilling program with an intention to further define mineralization intercepted in 2020 and test for lateral and vertical extents. The drilling highlighted an area of increased veining density accompanied by increased grades with two of the best results being: 155.0 g/t gold over 0.80 m (0.61 m ETW) in MU22- 002 and 183.0 g/t gold over 0.45 m (0.34 m ETW).

On August 11, Mandalay announced that it had completed the sale of the Challacollo silver-gold project to Aftermath Silver Ltd ("Aftermath"). Pursuant to the terms of the transaction, Aftermath purchased Challacollo in exchange for total consideration consisting of C$8.0 million in non-contingent consideration plus a 3% net smelter returns royalty on production at Challacollo, capped at $3.0 million.

On September 13, Mandalay announced an exploration update on Shepherd and the newly discovered Kendall extension. During 2022, Mandalay had been focused on confirming grade continuity through Shepherd and extending the veining horizon both at depth and to the south. The ongoing drilling at Costerfield was achieving these goals, however, the programs were not yet complete and will progress into 2023 before the potential of the Shepherd trend is better understood. The drilling intercepted a potential third veining horizon within the Shepherd domain. This new discovery was slightly deeper and further to the west of the domain and could represent the continuation of a stepped progression of gold concentration across structures.

On December 1, Mandalay announced that it had entered into a credit agreement with The Bank of Nova Scotia ("Scotiabank") providing for a senior secured revolving credit facility in an aggregate amount of up to $35 million (the "Revolving Credit Facility"). The initial drawdown under the Revolving Credit Facility was used to repay the Syndicated Facility which had $32.6 million outstanding before repayment. The residual proceeds from the Revolving Credit Facility were used for general corporate and working capital purposes. The hedge arrangements entered into in connection with the Syndicated Facility will remain in place until their expiry in June 2023.

On December 6, Mandalay announced that Dominic Duffy had advised its board of directors (the "Board") of his decision to resign as President and Chief Executive Officer for personal reasons. Mr. Duffy will continue to serve as CEO and assist with the transition of leadership until his departure in July 2023. He will also remain on the board in a non-executive capacity after his departure as CEO. The Board engaged a recruiting firm to lead the search process for Mr. Duffy's successor. Mandalay also announced that, effective December 15, 2022, Ryan Austerberry will be promoted to the role of Chief Operating Officer. Adam Self, the current Mine Manager at Costerfield, will replace Mr. Austerberry as Costerfield's General Manager.

2023

On January 16, Mandalay announced that the Toronto Stock Exchange (the "TSX") had approved its notice of intention to make a normal course issuer bid ("NCIB") to acquire up to 4,622,835 of its common shares in the 12-month period commencing January 18, 2023, and ending on January 17, 2024.

On February 21, Mandalay announced an updated Mineral Resources and Reserves estimate for Björkdal. Björkdal's Mineral Reserves increased by 32,000 oz net of yearly depletion, Mineral Reserves gold grade increased by 11% to 1.54 g/t, predominantly through the exploration of the high-grade Eastern plungeextension, and Measured and Indicated Resources increased by 72,000 oz net of yearly depletion with an increase in gold grade of 10% to 2.27 g/t. At Costerfield, Mineral Resources and Reserves were not updated for year-end 2022. The exploration programs in 2022 were more directed towards drill testing of regional targets and large step-outs from the central corridor system.

On February 22, Mandalay announced the continuation of excellent results from its Björkdal eastward mine extension drilling and successful Aurora extension drilling program. The consistent drill results from the Eastern Plunge Extension program exceeded expectations by producing highly significant grades. Mandalay indicated that it will continue to drill this area over the remainder of 2023 to try and establish the continuation of this area and the impact it will have on the long-term operations at Björkdal. The Aurora system had been tested successfully approximately 150 m up dip and to the east from current and scheduled mining. This extension was encouraging as Aurora had been and continues to be the main source of bulk ore tonnage at Björkdal.

On February 28, Mandalay announced an exploration update on the Robinson prospect and early success at the True Blue deep drilling program, 2.5 km from the operating mine at Costerfield. The 12-hole diamond drill program confirmed the presence of gold anomalism along the Wolfe Trend at Robinson Prospect; however, Mandalay had not been able to replicate the exceptional grade of 1,780 g/t over 0.17 m. In light of the updated mineralization model, the Robinson Prospect was put on hold. Deep drilling at the True Blue Prospect had identified subvertical quartz-stibnite veining west of the historically mined lode with substantial grade intercepted in 2 drill holes: 3.8 g/t gold and 4.3% antimony over 2.57 m and 4.4 g/t gold and 4.3% antimony over 1.82 m. Drilling was to continue on the True Blue prospect applying understanding from the Augusta to Youle mineral corridor as an analogue to potentially find a new high-grade mineral field.

On March 6, Mandalay announced that Frazer Bourchier had been hired as Mandalay's new President and Chief Executive Officer to replace Dominic Duffy effective April 3, 2023. Mr. Bourchier was also appointed to the Board.

On July 18, Mandalay announced an exploration update on the Eastern Extension and North Zone drilling program at Björkdal. The drilling of the 10 holes in 2023 revealed that key veining within the Lake Zone area continued to the east. The furthest intercept from current development returned 5.4 g/t gold over 1 m (ETW 0.64 m) in MU23-017. To the north of the current mine, and well-established Aurora Zone, North Zone was an emerging veining system that had been a recent focus of exploration at Björkdal. Since the last market update on North Zone in June 2022, a further 19 holes had been drilled into the area to test extensions of the pre-defined veining. Primarily the upper and western extents were tested using a drilling horizon high in the Aurora mine and, as a result, a new mineral domain was intercepted between the Aurora and North Zones, called the Boreal Zone.

On July 20, Mandalay announced the receipt of the mining concession permit to produce in the Eastern Extension Zone at its Björkdal operation from Bergsstaten (Mining Inspectorate of Sweden). This significant development granted Mandalay the extension of the mining envelope by an additional 350 metres, effectively encompassing the entire resource base that had been drilled and defined over the past two years.

On October 31, Mandalay announced the hiring of Scott Trebilcock as Executive Vice President and Chief Development Officer, effective immediately. Mr. Trebilcock's appointment signaled Mandalay's transition to a new phase of growth and its vision to become a critical player within a consolidated gold sector.

On November 7, Mandalay announced exploration update on Shepherd and Brunswick Deeps Discovery at Costerfield operation in Victoria, Australia. Shepherd revealed itself as a network of sheeted subvertical veins, extending from the base of the west-dipping Youle orebody. With a dedicated drill drive much of the 2023 Shepherd drilling had been conducted from this drive, resulting in the modelling of 12 veins. Notably, a significant additional high-grade gold and antimony domain had been identified along the trend to the south. Drilling below Brunswick delivered positive results, with two intercepts uncovering a new domain displaying substantial gold endowment. While the results from the initial campaign were encouraging, we temporarily paused the step-out drilling program. This decision allowed us time to define the faulted architecture and update our targeting model for the upcoming phase.

On November 8, Mandalay announced that Nick Dwyer, Chief Financial Officer, would be leaving the Corporation in the first quarter of 2024 as a result of his decision to resign and relocate to Australia for personal reasons.

2024

On February 6, Mandalay announced that Hashim Ahmed had been hired as its new Executive Vice President and Chief Financial Officer (CFO), effective March 1, 2024.

On February 22, Mandalay announced an updated Mineral Reserves and Resources estimate for Costerfield and an Interim Mineral Reserve update for Björkdal mine as at December 31, 2023. The net decrease of 123,384 ounces of gold in Proven and Probable Mineral Reserves at Costerfield for year end 2023, relative to year end 2021, consisted of the addition of 13,124 ounces of gold added by Mineral Resource conversion and addition of Mineral Resources to the Shepherd ore body as well as a total of 136,508 ounces of gold depleted from the December 31, 2021 Mineral Reserves through mining production in 2022-2023 and through mining re-evaluation. Owing to the longevity of the Björkdal mine and consistency of Mineral Resources replacement, Mandalay chose not to complete and report a full 2023-year-end Mineral Resources and Mineral Reserves estimate reported in Q1 2024.

On February 23, Mandalay announced that the TSX had approved its application to make a NCIB to acquire up to 4,646,196 of its common shares in the 12-month period commencing February 27, 2024, and ending on February 26, 2025.

5.2

Significant Acquisitions

The Corporation made no acquisitions during the year ended December 31, 2023.

6.

DESCRIPTION OF THE BUSINESS

6.1

General Description

Mandalay is a Canadian-based natural resource company with producing assets in Australia (Costerfield gold-antimony mine) and Sweden (Björkdal gold mine).

Mandalay's Vision is to build a recognized and respected mid-tier gold producer that generates attractive financial returns, synchronous with ensuring the well-being of all stakeholders.

Mandalay is focused on three strategic pillars to deliver the vision: cashflow from production, organic exploration and mergers and acquisitions. Mandalay is committed to operating safely and in an

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Mandalay Resources Corporation published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 20:20:56 UTC.