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AJN Resources Inc. — Management Reports 2025
Nov 29, 2025
47534_rns_2025-11-28_61101728-8e95-40a5-9917-54ceb5298e26.pdf
Management Reports
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AJN RESOURCES INC.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
1. EFFECTIVE DATE AND FORWARD-LOOKING STATEMENTS
a) Reporting period and effective date
This Management's Discussion and Analysis ("MD&A") of the financial position and results of operations provides an analysis of the operations and financial results of AJN Resources Inc. (the "Company") for the years ended July 31, 2025 and 2024. This MD&A should be read in conjunction with the audited consolidated financial statements (the "Financial Statements") of the Company and related notes thereto as at and for the years ended July 31, 2025 and 2024. The Financial Statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board. All dollar amounts are presented in Canadian dollars, the presentation currency of the Company, except where otherwise noted. The functional currency of the Company is the Canadian dollar. References to "US$" are to United States dollars, which is the functional currency of AJN Resources Congo SASU ("AJN Congo"), a wholly owned subsidiary of the Company.
The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. The years ended July 31, 2025 and 2024 are referred to as "Fiscal 2025" and "Fiscal 2024", respectively.
The effective date of this MD&A is November 28, 2025 (the "MD&A Date").
b) Forward-looking statements
This MD&A contains forward-looking statements within the meaning of applicable Canadian and US securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate, and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:
- the Company's strategies and objectives, both generally and in respect of its existing business and planned business operations;
- the Company's future cash requirements;
- general business and economic conditions;
- the Company's ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations; and
- the timing, pricing, completion, regulatory approval of proposed financings if applicable;
Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward looking statements are risks and uncertainties beyond the Company's ability to predict or control, including, but not limited to, risks related to the Company's ability to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified herein under "Risks and Uncertainties".
The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward looking statements contained in this MD&A. Such statements are based on a number of assumptions, which may prove incorrect, including, but not limited to, assumptions about:
- general business and economic conditions;
- conditions in the financial markets generally, and with respect to the prospects for small capitalization companies specifically;
- the Company's ability to continue to roll out is business plan; and
- the Company's ability to secure and retain employees and contractors to carry out its business plans;
These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
2. DESCRIPTION OF THE BUSINESS
The Company is in the business of the exploration and evaluation of mineral properties. The Company was incorporated under the Business Corporations Act of British Columbia on September 1, 2016. On June 12, 2018, the Company listed its shares on the Canadian Securities Exchange ("CSE") and trades under the symbol "AJN", and on the Frankfurt Stock Exchange under the symbol "5AT". The address of the Company's registered office and principal place of business is Suite 1400 - 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Canada.
3. OUTLOOK AND HIGHLIGHTS
a) Outlook
The Company's primary business is the acquisition and exploration of mineral properties. The Company's mineral property consists of the potential exploration permits (the "Kabunda South Project" and the "Manono Northeast Project") located in the Manono Territory, Tanganyika Province of the Democratic Republic of the Congo ("DRC") and the Okote Gold Project ("Okote Gold Project") located in Adola Gold Belt in the Oromia Regional State of southern Ethiopia. The Company's exploration and evaluation assets do not presently host any known mineral deposits and given the high degree of risk involved, there can be no assurance that its exploration activities will result in mineral deposits being located or, ultimately, a profitable mining operation in the future.
During the year ended July 31, 2025, the Company incurred a net loss of $2,061,314 (2024 - $4,207,375). As at July 31, 2025, the Company has working capital deficiency of $1,412,741 (July 31, 2024 - $1,594,940), and accumulated deficit of $13,453,430 (July 31, 2024 - $11,392,116). The Company has no source of operating cash flows, and there is no assurance that sufficient funding (including adequate financing) will be available to conduct required exploration and development of its mineral property projects. These factors indicate a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern.
Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. The Company's Financial Statements and this MD&A do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
b) Highlights
On February 8, 2022, the Company, through its wholly owned subsidiary AJN Resources Congo SASU ("AJN Congo"), entered into a memorandum of understanding (the "MoU") with the DRC to acquire a number of exploration permits in the Kilo Moto Gold Belt in North-East DRC. In connection with the MoU, the DRC has established a wholly owned subsidiary Congo Ressources SAU ("Congo Ressources") to acquire a 100% interest in certain claims in the area. AJN Congo will have the option to acquire Congo Ressources in exchange for common shares of the Company representing 60% of the fully diluted issued and outstanding common shares of the Company. As at July 31, 2025, the Company awaits the transfer of permits to Congo Ressources as per the MoU.
During the year ended July 31, 2025, the Company completed private placements and issued an aggregate of 18,764,164 units for gross proceeds of $2,151,700, of which $310,000 had been received during the year ended July 31, 2024. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share for a period of 4 years from the date of issuance. In connection with the private placements, paid cash share issuance costs of $23,375 and issued 123,000 broker's warrants. The broker's warrants are exercisable into common shares at a price of $0.15 per share for a period of 4 years from the date of issuance.
On August 14, 2024, the Company settled a total of $150,000 owed to two directors, which was included in loans payable as at July 31, 2024, through the issuance of 1,500,000 units for a total fair value of $150,000. Each unit comprises one common share and one warrant, with the warrants having the same terms as those issued in the private placement.
On September 13, 2024, the Company issued 2,000,000 common shares at a fair value of $0.09 per share, for an aggregate fair value of $180,000 to Mining Entreprise Katanga S.A.R.L.U. ("MEK") pursuant to the terms under the Binding Term Sheet 4.
On September 18, 2024, the Company entered into an agreement with Lord Purus Trading Limited to acquire a 60% interest of the Dabel Gold Project located in Nairobi, Kenya. On June 10, 2025, the Company withdrew from the agreement following unsatisfactory due diligence results. As a result, the Dabel Gold Project was fully impaired during Fiscal 2025.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
On May 27, 2025, the Company entered into a conditional heads of agreement with Godu General Trading S.C. to acquire up to a 70% interest in the 42.8 square kilometers Okote Gold Project located in Ethiopia. During Fiscal 2025, the Company commenced the Due Diligence Phase. Due to the unfavorable due diligence results, the management determined that it is unlikely to proceed with the project. As a result, the Okote Gold Project was fully impaired.
On June 18, 2025, the Company settled a total of $23,302 (US$17,000) owed to an arm's length party, which was included in accounts payable and accrued liabilities, through the issuance of 194,182 for a total fair value of $23,302. Each unit comprises one common share and one warrant, with the warrants having the same terms as those issued in the private placement.
On July 19, 2025, the Company modified the terms of the 13,415,000 outstanding warrants issued on August 9, 2023 in a private placement of units. The expiry date of these warrants was extended from August 11, 2025 to August 9, 2028. Of the 13,415,000 warrants, 10,461,111 warrants had exercise price reduced from $0.30 to $0.15 per common share ("Repriced Warrants"). The Repriced Warrants are subject to an accelerated expiry provision such that if for any ten consecutive trading dates (the "Premium Trading Days") during the unexpired term of these warrants, the closing price of the Company's shares on the Exchange exceeds $0.1875, the exercise period of the Repriced Warrants will be reduced to 30 days, starting seven days after the last Premium Trading Day.
On September 15, 2025, the Company announced a warrant exercise incentive program for up to 33,996,346 outstanding common share purchase warrants. Under the program, the exercise price of each warrant was temporarily repriced to $0.10 per common share for the period from September 15, 2025 to October 14, 2025. In addition, for each warrant exercised during this period, the holder received one additional warrant. Each additional warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.30 per share for a period of four years from the date of issuance. These additional warrants, and any common shares issued upon exercise, are subject to a statutory hold period of four months and one day from the date of issuance. On October 15, 2025, the Company extended the program to October 30, 2025. On November 11, 2025, the Company announced that a total of 3,450,000 warrants had been exercised prior to the October 30 deadline, resulting in the issuance of 3,450,000 common shares and 3,450,000 additional warrants.
On September 19, 2025, the Company closed a non-brokered private placement of 3,916,666 units in the capital of the Company at a price of $0.12 per unit for gross proceeds of $470,000. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until September 19, 2029.
On November 19, 2025, the Company closed a non-brokered private placement of 30,000,000 units in the capital of the Company at a price of $0.10 per unit for gross proceeds of $3,000,000. Each unit comprises one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until November 19, 2027.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
4. OVERALL PERFORMANCE AND RESULTS OF OPERATIONS
A summary of the Company's performance based on and derived from the Financial Statements, is as follows:
| Q4 2025 | Q4 2024 | Fiscal 2025 | Fiscal 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Operating expenses | ||||
| Depreciation | 6,033 | 7,383 | 28,660 | 29,254 |
| Exploration expenses | 120,430 | 817,270 | 447,775 | 2,063,349 |
| Filing fees | 8,481 | 5,895 | 38,333 | 24,375 |
| Management fees | 277,188 | 120,000 | 543,896 | 1,110,188 |
| Marketing expenses | 16,164 | 27,768 | 29,005 | 184,627 |
| Office and miscellaneous | 90,125 | 21,429 | 116,012 | 72,638 |
| Professional fees | 102,868 | 87,146 | 313,375 | 288,342 |
| Share-based compensation | - | - | - | 264,679 |
| Travel expenses | 40,144 | 22,964 | 84,178 | 49,094 |
| 661,433 | 1,109,855 | 1,601,234 | 4,086,546 | |
| Other income (expenses) | ||||
| Interest expense | (7,914) | (7,915) | (31,402) | (31,489) |
| Foreign exchange gain (loss) | (260) | 10,977 | (13,137) | 27,783 |
| Loss on debt settlements | 100,257 | - | - | - |
| Impairment of exploration and evaluation assets | (415,541) | (117,123) | (415,541) | (117,123) |
| Net loss | (984,891) | (1,223,916) | (2,061,314) | (4,207,375) |
Q4 2025 compared to Q4 2024
Net loss decreased to $984,891 compared to $1,223,916 in the prior year comparable period. The primary driver of this decrease in net loss was as follows:
- Exploration expenses decreased to $120,430 compared to $817,270 in the prior year. Exploration expenses incurred during Q4 2025 were mainly for salaries and wages and other project support costs, while Q4 2024 expenses primarily consisted of geological consulting fees and costs associated with the drilling program at the Kabunda South Project, which concluded in Q2 2025.
Partially offsetting the decrease in net loss were increases to certain expenses as follows:
- Management fees increased to $277,188 compared to $120,000 in the prior year comparable period primarily due to management's decision to reduce services fees to conserve cash.
- Professional fees increased to $102,868 compared to $87,146 in the prior year comparable period due to additional fees incurred in connection with the execution of due diligence on Okote Gold Project in Ethiopia.
- Impairment of exploration and evaluation assets increased to $415,541 compared to $117,123 in the prior year comparable period. During the current year period, the Company has decided not to proceed with the Dabel Gold Project, Manono Northeast Project, and Okote Gold Project due to unsatisfactory due diligence results and unfavorable market conditions. During the prior year period, the Company concluded that impairment indicators existed for the Salt Wells Property. Accordingly, impairment of the Salt Wells Property was recognized.
Fiscal 2025 compared to Fiscal 2024
Net loss decreased to $2,061,314 compared to $4,207,375 in the prior year. The primary drivers of this decrease in net loss were as follows:
- Exploration expenses decreased to $447,775 compared to $2,063,349 in the prior year primarily due to reduced drilling activities at the Kabunda South Project as the drilling programs at the property concluded in Q2 2025. Exploration expenses incurred during 2025 were for assaying and testing, geological consulting fees, and other project support costs. Exploration expenses incurred during 2024 were for salaries and wages, geological consulting fees, and other project support costs related to the drilling programs at Kabunda South Project.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
- Management fees decreased to $543,896 compared to $1,110,188 in the prior year. The Company recognized share-based compensation of $630,188 in the prior year related to the immediate vesting of stock options granted to directors under the omnibus equity incentive compensation plan, which did not recur in the current year.
- Marketing expenses decreased to $29,005 compared to $184,627 in the prior year primarily due to higher expenses in the prior year related to increased digital marketing efforts to promote the Company's drilling programs and attracting new investors in 2024.
- Share-based compensation decreased to $nil compared to $264,679 in the prior year. The Company recognized share-based compensation in the prior year comparable period related to the immediate vesting of stock options granted to consultants under the omnibus equity incentive compensation plan, which did not recur in the current year.
Partially offsetting the decrease in net loss were increases to certain expenses as follows:
- Professional fees increased to $313,375 compared to $288,342 in the prior year due to additional fees incurred in connection with the execution of due diligence on Okote Gold Project in Ethiopia.
- Impairment of exploration and evaluation assets increased to $415,541 compared to $117,123 in the prior year comparable period. During the current year, the Company has decided not to proceed with the Dabel Gold Project, Manono Northeast Project, and Okote Gold Project due to unsatisfactory due diligence results and unfavorable market conditions. During the prior year, the Company concluded that impairment indicators existed for the Salt Wells Property. Accordingly, impairment of the Salt Wells Property was recognized.
5. SUMMARY OF QUARTERLY RESULTS
A summary of the Company's financial results for the eight most recently completed quarters is as follows:
| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Total assets | 783,591 | 1,458,748 | 964,905 | 1,411,357 |
| Total liabilities | 1,680,031 | 1,441,766 | 1,398,272 | 2,339,427 |
| Working capital deficiency (1) | (1,412,741) | (777,587) | (1,261,358) | (1,741,606) |
| Net loss | (984,891) | (268,236) | (292,656) | (515,531) |
| Comprehensive loss | (983,107) | (295,036) | (241,597) | (540,855) |
| Net loss per share | (0.02) | - | (0.01) | (0.01) |
| Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
| $ | $ | $ | $ | |
| Total assets | 948,067 | 1,299,842 | 2,298,802 | 3,029,057 |
| Total liabilities | 1,975,247 | 1,326,684 | 1,477,349 | 1,476,566 |
| Working capital surplus (deficiency) (1) | (1,594,940) | (773,470) | (52,367) | 674,907 |
| Net loss | (1,223,916) | (810,018) | (1,602,045) | (571,396) |
| Comprehensive loss | (1,239,593) | (848,295) | (1,625,904) | (546,251) |
| Net loss per share | (0.03) | (0.02) | (0.04) | (0.01) |
(1) Working capital is non-IFRS measure which is calculated by subtracting current liabilities from current assets. Management believes that working capital is a useful indicator of the liquidity of the Company.
During the last eight quarters, the Company's net loss has ranged between $268,236 (Q3 2025) and $1,602,045 (Q2 2024). Variability in net loss is mainly attributable to mineral property exploration in the DRC. The significant net loss in Q4 2024 was due to drilling programs at the Kabunda South Project and impairment of exploration and evaluation assets in Salt Wells Property. Other factors contributing to variability in net loss include compliance costs, public company costs, costs to promote the Company's financing activities and share-based compensation arising from stock option grants to directors and consultants. These expenses fluctuate based on the Company's available funding and its plans to compensate through the issuance of equity incentives. The increase in net loss in Q4 2025 was due to an increase in professional fees associated with execution of due diligence on Okote Gold Project in Ethiopia and the impairment of the Dabel Gold Project, Manono Northeast Project and Okote Gold Project due to unsatisfactory results.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
6. SELECTED ANNUAL INFORMATION
A summary of selected annual information from the Company's Financial Statements is as follows:
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Net loss | (2,061,314) | (4,207,375) | (1,411,087) |
| Comprehensive loss | (2,060,595) | (4,260,043) | (1,405,218) |
| Basic and diluted loss per share | (0.04) | (0.10) | (0.05) |
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |
| $ | $ | $ | |
| Cash | 191,599 | 320,255 | 1,171,941 |
| Total assets | 783,591 | 948,067 | 1,758,365 |
| Total liabilities | 1,680,031 | 1,975,247 | 1,811,764 |
| Share capital | 8,210,008 | 6,698,694 | 4,777,780 |
| Shareholders' deficiency | (896,440) | (1,027,180) | (53,399) |
Total liabilities as at July 31, 2025 were $1,680,031 compared to $1,975,247 at July 31, 2024. The decrease of $295,216 over prior year is mainly due to a decrease of $137,472 in accounts payable and accrued liabilities, $150,000 in loans payable and $7,744 in interest payable.
Working capital deficiency was $1,412,741 as at July 31, 2025 (July 31, 2024 - $1,594,940). This is mainly due to more cash being used to settle liabilities and to fund the Company's exploration activities.
7. SUMMARY OF EXPLORATION AND EVALUATION ASSETS
A summary of the Company's exploration and evaluation assets is as follows:
| United States exploration segment | Kenya exploration segment | Ethiopia exploration segment | DRC Exploration segment | DRC Exploration segment | ||
|---|---|---|---|---|---|---|
| Salt Wells Property | Dabel Gold Project | Okote Gold Project | Kabunda South Project | Manono Northeast Project | Total | |
| $ | $ | $ | $ | $ | $ | |
| Acquisition cost | ||||||
| Balance, July 31, 2023 | 103,216 | - | - | 65,885 | 197,655 | 366,756 |
| Additions | 13,908 | - | - | 176,139 | - | 190,047 |
| Impairment | (117,123) | - | - | - | - | (117,123) |
| Currency translation | - | - | - | 6,538 | 9,480 | 16,018 |
| differences | - | - | - | - | - | - |
| Balance, July 31, 2024 | 1 | - | - | 248,562 | 207,135 | 455,698 |
| Additions | - | 68,971 | 138,910 | 180,000 | - | 387,881 |
| Impairment | - | (68,971) | (138,910) | - | (207,660) | (415,541) |
| Currency translation | - | - | - | 630 | 525 | 1,155 |
| differences | - | - | - | - | - | - |
| Balance, July 31, 2025 | 1 | - | - | 429,192 | - | 429,193 |
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
a) Salt Wells Property
In 2017, the Company entered into an option agreement (the "Option Agreement") to acquire a 100% interest in certain claims comprising the Salt Wells Property in Nevada, the USA. The Salt Wells Property is subject to a 4.5% net smelter return, 1.5% of which the Company has the right to buy back within 90 days of the property going into production for US$500,000, and an additional 1.5% of which the Company has the right to buy back within 180 days of the property going into production for US$1,250,000. Furthermore, a cash payment of US$250,000 is payable upon the property attaining commercial production.
As at July 31, 2025, the Company has a reclamation bond of $22,363, which is a security held by the Bureau of Land Management of Nevada.
During the year ended July 31, 2024, pursuant to the impairment assessment under IFRS 6, management concluded impairment indicators existed and recorded an impairment of evaluation and exploration assets of $117,123.
b) Dabel Gold Project
On September 18, 2024, the Company entered into an agreement with Lord Purus Trading Limited (the "Acquisition Agreement") to acquire a 60% interest of the Dabel Gold project located in Nairobi, Kenya ("Dabel Gold Project") and paid $68,971 (US$50,000) upon signing. During the year ended July 31, 2025, the Company incurred exploration expenditures totaling $24,734.
As at July 31, 2025, the Company has decided not to proceed with the Acquisition Agreement following unsatisfactory due diligence results. As a result, the Company recorded an impairment of evaluation and exploration assets of $68,971 (2024 - $nil).
c) Kabunda South Project
MEK PR 15383
On December 30, 2022, the Company entered into a binding term sheet (the "Binding Term Sheet") with MEK in which it can acquire a 75% interest in exploration permit PR 15383, located in the Manono territory, Tanganyika province of the DRC ("MEK PR 15383") in exchange for:
- A cash payment of US$30,000 by December 30, 2022 (paid);
- A cash payment of US$20,000 by April 30, 2023 (paid); and
- A cash payment of US$80,000 (paid) and the issuance of 6,000,000 of the Company's issued and outstanding common shares after the date that the Company has completed all technical, financial and legal due diligence. As at July 31, 2025, the Company is carrying out necessary due diligence prior to issuing the agreed upon number of shares to acquire the interest in MEK PR 15383.
MEK PR 15623
On October 15, 2023, the Company entered into a binding term sheet (the "Binding Term Sheet 4") which was later amended on August 29, 2024, with MEK to acquire a 75% indirect interest in an exploration permit, PR 15623, located in the Manono Territory, Haut-Katanga province of the DRC ("MEK PR 15623"). On August 29, 2024, the Company and MEK amended the Binding Term Sheet 4. A summary of the consideration for the acquisition is as follows:
- A cash payment of US$30,000 by October 15, 2023 (paid);
- A cash payment of US$20,000 by February 15, 2024 (paid); and
- An issuance of 2,000,000 of the Company's common shares on or before September 15, 2024 (issued on September 13, 2024); and
- An issuance of 5,000,000 of the Company's common shares on or before the date that is two months after the date that the Company completed all technical, financial and legal due diligence. As at July 31, 2025, the Company is carrying out necessary due diligence prior to issuing the agreed upon number of shares to acquire the interest in MEK PR 15623.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
d) Manono Northeast Project
Palm PR 15282
On June 2, 2023, the Company entered into a binding term sheet (the "Binding Term Sheet 2") with Palm Constellation S.A.R.L. in the DRC ("Palm"), to acquire a 70% indirect interest in an exploration permit PR 15282, located in the Manono territory, Tanganyika province of the DRC ("Palm PR 15282") in exchange for:
- A cash payment of US$50,000 by June 12, 2023 (paid);
- A cash payment of US$100,000 by July 29, 2023 (paid);
- A cash payment of US$250,000 and the issuance of the number of shares that are equal to 10.5% of the Company's issued and outstanding common shares for the first 51% indirect interest ("First Option") after the date that the Company has completed all technical, financial and legal due diligence.
- A cash payment of US$250,000 and the issuance of an additional 4,000,000 of the Company's common shares for a further 9% indirect interest after the exercise of the First Option and no later than six months thereafter ("Second Option"); and
- A cash payment of US$5,000,000 for the remaining 10% indirect interest to increase the Company's holding to 70% indirect interest after the exercise of the Second Option and no later than six months thereafter, which is the maximum amount pursuant to the Binding Term Sheet 2.
As at July 31, 2025, the Company has decided not to proceed with the licenses to explore the Manono Northeast Project due to unfavorable market conditions. As a result, the Company recorded an impairment of evaluation and exploration assets of $207,660 (2024 - $nil).
e) Okote Gold Project
On July 29, 2025, the Company entered into a conditional heads of agreement (the "Okote HOA") with Godu General Trading S.C. ("Godu"), a company based in Ethiopia, to acquire up to 70% interest in the Okote Gold Project, located in the Adola Gold Belt in the Oromia Regional State of southern Ethiopia, in exchange for:
- A cash payment of US$100,000 (paid - $138,910) upon commencement of the due diligence phase of up to 150 days ("Due Diligence Phase");
- A cash payment of US$250,000 within one month of entering into the shareholders' agreement with Godu (the "Shareholder Agreement") and commencing the exploration phase of up to 24 months (the "Exploration Phase");
- A cash payment of US$250,000 within six months of signing the Shareholder Agreement;
- Incurring a total of US$2,000,000 in exploration and exploration expenditures during the Exploration Phase (60% interest earned);
- A cash payment of US$5,000,000 within one month of completing the Exploration Phase (65% interest earned); and
- A cash payment of US$5,000,000 within one month of completing a definitive feasibility study (70% interest earned)
As at July 31, 2025, the Company has paid US$100,000 ($138,910) and commenced the Due Diligence Phase. Due to the unfavorable due diligence results, the management determined that it is unlikely to proceed with the project. As a result, the Company recorded an impairment of evaluation and exploration assets of $138,910 (2024 - $nil).
f) Exploration expenses
A summary of the Company's exploration expenses is as follows:
| Fiscal 2025 | Fiscal 2024 | |
|---|---|---|
| $ | $ | |
| Assaying and testing | 45,318 | 54,644 |
| Field work | 73,710 | 290,615 |
| Geological studies | 88,610 | 849,240 |
| Option payments | - | 136,228 |
| Transportation and mobilization | 80,393 | 588,894 |
| Other general and administrative expenses | 159,744 | 143,728 |
| 447,775 | 2,063,349 |
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
8. LIQUIDITY AND CAPITAL RESOURCES
a) Liquidity
Since incorporation, the Company's capital resources have been limited. The Company has had to rely upon the sale of equity securities and issuance of the convertible debenture for the cash required for property acquisition payments, office and miscellaneous expenses and accounting, audit and legal fees, among other expenses.
b) Cash flows
A summary of the Company's cash flow information based on and derived from the Financial Statements is as follows:
| Fiscal 2025 | Fiscal 2024 | |
|---|---|---|
| $ | $ | |
| Cash used in operating activities | (1,696,469) | (2,813,243) |
| Cash used in investing activities | (207,881) | (492,455) |
| Cash provided by financing activities | 1,779,179 | 2,453,725 |
| Effect of exchange rate changes on cash | (3,485) | 287 |
| Change in cash | (128,656) | (851,686) |
| Cash, beginning of year | 320,255 | 1,171,941 |
| Cash, end of year | 191,599 | 320,255 |
The Company's cash flows from operations are negative as it is an exploration stage company. During Fiscal 2025, the Company used cash of $1,696,469 in operating activities (2024 - $2,813,243) mainly exploring its mineral property interests in the DRC and paying down accounts payable and accrued liabilities.
During 2025, the Company used cash of $207,881 in investing activities (2024 - $492,455) for acquisition of a new property in Dabel Gold Project and initial payment for Okote Gold Project agreement.
During 2025, the Company raised cash of $1,779,179 from financing activities (2024 - $2,453,725) from net proceeds in connection with private placements, partially offset by interest payments on convertible debentures. The Company used the proceeds from the private placement for exploration and development of the projects and for general working capital purposes.
c) Capital resources
The Company's capital structure consists of all components of shareholders' equity and its convertible debenture. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations including corporate and administrative functions to support operations. The Company obtains funding primarily through issuing common shares and debt. Future financing is dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. There were no changes to the Company's approach to capital management during the period. The Company is not subject to externally imposed capital requirements.
As at July 31, 2025, the Company's share capital was $8,210,008 (July 31, 2024 - $6,698,694), representing 64,668,846 issued and outstanding common shares without par value (July 31, 2024 - 42,210,500 common shares).
d) Use of proceeds
On August 14, 2023, the Company completed a non-brokered private placement of 13,415,000 units at $0.25 per unit for gross proceeds of $3,353,750. The Company used the proceeds from the private placement for exploration and development of the projects and for general working capital purposes.
10
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
A summary reconciliation of the use of proceeds from private placements that closed during the year ended July 31, 2025 is as follows:
| July 31, 2025 | |
|---|---|
| $ | |
| Total gross proceeds(1) | 2,151,700 |
| Allocation of proceeds: | |
| Exploration of the Kabunda South Project | 182,160 |
| Exploration of the Manono Southeast Project | 182,160 |
| Exploration of the Dabel Gold Project | 139,680 |
| Exploration of the Okote Gold Project | 138,910 |
| Project investigation costs | 84,800 |
| Share issuance costs | 23,375 |
| Working capital and general corporate expenses | 1,400,615 |
(1) Of the gross proceeds from private placements that closed during the year ended July 31, 2025, $310,000 was received during the year ended July 31, 2024.
The Company notes that there may be circumstances where, for sound business reasons, the Company may be required to reallocate funds, including due to demands for shifting focus or investment in mining exploration and/or development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations and/or developments in the mining sector generally and in the price of copper, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other opportunities.
9. RELATED PARTY TRANSACTIONS
Key management personnel are those who have the authority and responsibility for planning, directing, and controlling the Company.
A summary of the Company's related party transactions with key management personnel is as follows:
| Fiscal 2025 | Fiscal 2024 | |
|---|---|---|
| $ | $ | |
| Management fees | 524,188 | 480,000 |
| Share-based compensation related to management fees(1) | 19,708 | 630,188 |
| 543,896 | 1,110,188 |
(1) Share-based compensation related to management fees are included in management fees in the Statements of Loss and Comprehensive Loss.
On July 11, 2024, the Company entered into loan agreements with its officers for aggregate principal of $150,000. The loans were non-interest bearing and had a maturity date of July 11, 2025. On August 14, 2024, the Company settled the loans payable through the issuance of 1,500,000 units.
As at July 31, 2025, amounts due to related parties included in accounts payable and accrued liabilities were $232,272 (July 31, 2024 - $188,964). The amounts due to related parties are unsecured, non-interest bearing, and due on demand.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
10. SUBSEQUENT EVENTS
On August 11, 2025, 626,100 finders' warrants with a weighted average exercise price of $0.30 expired unexercised.
On September 15, 2025, the Company announced a warrant exercise incentive program for up to 33,996,346 outstanding common share purchase warrants. Under the program, the exercise price of each warrant was temporarily repriced to $0.10 per common share for the period from September 15, 2025 to October 14, 2025. In addition, for each warrant exercised during this period, the holder received one additional warrant. Each additional warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.30 per share for a period of four years from the date of issuance. These additional warrants, and any common shares issued upon exercise, are subject to a statutory hold period of four months and one day from the date of issuance. On October 15, 2025, the Company extended the program to October 30, 2025. On November 11, 2025, the Company announced that a total of 3,450,000 warrants had been exercised prior to the October 30 deadline, resulting in the issuance of 3,450,000 common shares and 3,450,000 additional warrants.
On September 19, 2025, the Company closed a non-brokered private placement of 3,916,666 units in the capital of the Company at a price of $0.12 per unit for gross proceeds of $470,000. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until September 19, 2029.
On November 19, 2025, the Company closed a non-brokered private placement of 30,000,000 units in the capital of the Company at a price of $0.10 per unit for gross proceeds of $3,000,000. Each unit comprises one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until November 19, 2027.
11. OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements as at July 31, 2025 and to the MD&A Date.
12. COMMITMENTS
The Company does not have any commitments as at July 31, 2025 and to the MD&A Date.
13. PROPOSED TRANSACTION
The Company does not have any proposed transactions as at July 31, 2025 and to the MD&A Date.
14. SIGNIFICANT JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
The Company's significant judgements and sources of estimation uncertainty are described in the Financial Statements as found on SEDAR+ at www.sedarplus.ca.
15. MATERIAL ACCOUNTING POLICIES
The Company's material accounting policies are described in Financial Statements as found on SEDAR+ at www.sedarplus.ca.
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
As at July 31, 2025, the carrying values of cash, deposits, accounts payable and accrued liabilities, interest payable, and convertible debenture approximate their respective fair values due to their short-term nature. These financial instruments are measured at amortized cost. The Company has no financial instruments carried at fair value through profit or loss.
The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company's cash and deposits. The risk exposure is limited because the Company places its cash in banks of high credit worthiness within Canada and in trusts with a law firm in the DRC, and its deposits are held with an established mining institution in Nevada, USA.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. As the Company's operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required. The Company is exposed to liquidity risk through its accounts payable and accrued liabilities, interest payable, convertible debenture and loan payable. Management mitigates this risk by monitoring its cash position and issuing common shares or debt as required.
As at July 31, 2025, the Company's cash balance of $191,599 (July 31, 2024 - $320,255) is not sufficient to meet its current obligations related to its accounts payable and accrued liabilities balance of $416,002 (July 31, 2024 - $553,474), interest payable balance of $7,914 (July 31, 2024 - $15,658) and convertible debenture balance of $1,256,115 (July 31, 2024 - $1,256,115). The Company's liquidity risk is high, and it will need to raise cash in the form of debt or equity in order to meet its current obligations and remain a going concern. Because of the foregoing, there is a material uncertainty regarding the Company's use of the going concern assumption.
c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its convertible debenture is payable at a fixed interest rate and no other liabilities are subject to variable interest rates.
d) Foreign exchange risk
Foreign exchange risk is the risk that the fair value of the Company's assets and liabilities will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign exchange risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.
A summary of the Company's financial instruments that are denominated in US$ and expressed in Canadian dollars is as follows:
| July 31, 2025 | July 31, 2024 | |
|---|---|---|
| $ | $ | |
| Cash | 10,759 | 8,138 |
| Accounts payable and accrued liabilities | (120,789) | - |
As at July 31, 2025, a 5% change in the foreign exchange rates would result in a change in the net loss of $5,502 (December 31, 2024 - $466) to the financial instruments denominated in US$.
e) Geopolitical risk
Geopolitical risk is the risk that the fair value of financial instruments will fluctuate if there is a sudden and rapid destabilization of global financial conditions in response to future events, as government authorities may have limited resources to respond to the current or future crisis. Future crises may be precipitated by any number of factors outside the Company's control, including another pandemic, natural disasters, geopolitical instability, supply chain constraints or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the Company's ability to obtain equity or debt financing or make other suitable arrangements to operate and/or finance its projects. In the event of increased levels of volatility or a rapid destabilization of global economic conditions, the Company's results of operations and financial condition could be adversely affected.
13
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
17. OUTSTANDING SECURITY DATA
The Company's authorized capital is unlimited common shares without par value.
A summary of the Company's securities is as follows:
| July 31, 2025 | MD&A Date | |
|---|---|---|
| # | # | |
| Common shares issued and outstanding (1) | 64,668,846 | 102,035,512 |
| Stock options | 4,050,000 | 4,050,000 |
| Warrants (1)(2) | 34,622,446 | 67,913,012 |
(1) On September 19, 2025, the Company closed a non-brokered private placement of 3,916,666 units. Each unit comprises one common share and one warrant.
(2) On August 11, 2025, 626,100 warrants expired unexercised.
18. RISKS AND UNCERTAINTIES
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.
The operations of the Company are speculative due to the high-risk nature of its business, which includes the acquisition, financing, exploration, development and operation of mineral and mining properties. There are a number of factors that could negatively affect the Company's business and the value of its common shares, including the more significant risk factors identified by the Company and listed below. The following information pertains to the outlook and conditions currently known to the Company that could have a material impact on the financial condition of the Company. Other factors may arise that are not currently foreseen by management of the Company that may present additional risks in the future. Current and prospective security holders of the Company should carefully consider these risk factors, as they could materially affect the Company's future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.
Exploration and development risk
Mining exploration, development and operations generally involve a high degree of risk that cannot be eliminated, which can adversely impact the Company's success and financial performance. Exploration for and development of mineral deposits involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. Major expenses are typically required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the following:
- the interpretation of geological data obtained from drill holes and other sampling techniques;
- feasibility studies (which include estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed);
- the particular attributes of the deposit, such as size, grade and metallurgy; expected recovery rates of metals from the ore;
- proximity to infrastructure and labour; the ability to acquire and access land; the availability and cost of water and power; anticipated climatic conditions;
- cyclical metal prices; fluctuations in inflation and currency exchange rates;
- higher input commodity and labour costs; and
- government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
The risks and uncertainties inherent in exploration activities include but are not limited to: legal and political risk arising from operating in certain developing countries; civil unrest; general economic; market and business conditions; the regulatory process and actions; failure to obtain necessary permits and approvals; technical issues; new legislation; competitive and general economic factors and conditions; the uncertainties resulting from potential delays or changes in plans; the occurrence of unexpected events; and management's capacity to execute and implement its future plans. Discovery of mineral deposits is dependent upon a number of factors, not the least of which are the technical skills of the exploration personnel involved and the capital required for the programs. The cost of conducting programs may be substantial and the likelihood of success is difficult to assess. There is no assurance that the Company's mineral exploration activities will result in any discoveries of new bodies of commercial ore. There is no assurance that even if commercial quantities of ore are discovered that a new ore body would be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade, metallurgy and proximity to infrastructure and labour), the interpretation of geological data obtained from drilling and sampling, feasibility studies, the cost of water and power; anticipated climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour costs, commodity prices, government regulations, including regulations relating to prices, taxes, royalties, land tenure and use, allowable production, importing and exporting of minerals, and environmental protection. Most of the above factors are beyond the control of the Company. Development projects will be subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect the Company's business.
The Company's operations are subject to all of the hazards and risks normally encountered in the exploration and development of copper, gold, and silver projects and properties, including unusual and unexpected geologic formations, seismic activity, rock slides, ground instabilities or failures, mechanical failures, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of facilities, damage to life or property, environmental damage and possible legal liability.
We are concentrated in the copper/gold/silver mining industry, and as such, the Company's success will be sensitive to changes in, and the Company's performance will depend to a greater extent on, the overall condition of the copper/gold/silver mining industry. The Company's business may be negatively impacted by fluctuations in the copper/gold/silver mining industry generally. We may be susceptible to an increased risk of loss, including losses due to adverse occurrences affecting us more than the market as a whole, as a result of the fact that the Company's projects and properties are concentrated in the copper/gold/silver mining sector.
Current global financial conditions
Market events and conditions can cause significant volatility to commodity prices. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions can increase the levels of volatility in the global stock markets, which can adversely affect the Company's operations and the value and price of the Company's Common shares. The Company is dependent on the equity markets as its main source of operating working capital and the Company's capital resources are largely determined by the strength of the resource markets and by the status of the Company's projects in relation to these markets, and its ability to compete for the investor support of its projects. Access to public financing has been negatively impacted by concerns over global growth rates and conditions. Consequently, equity financing may not be available to the Company in the amount required at any time or for any period or, if available, it may not be obtained on terms satisfactory to the Company.
Permitting
The Company's development and exploration activities are subject to permitting requirements. In particular, comprehensive environmental assessments will be necessary for the project in DRC in order to obtain the necessary approval for each of the project stages, which assessment will be conducted in compliance with DRC regulations. Additional permits, licenses, authorizations, and certificates will be required to proceed to project construction, including, for example, mining water and fuel delivery, sewage water treatment, hazardous waste plans, drilling and closure plans. Failure to obtain required permits and/or to maintain compliance with permits once obtained could result in injunctions, fines, suspension or revocation of permits and other penalties. There can be no assurance that the Company will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Activities required to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. Previously issued permits may be suspended or revoked for a variety of reasons, including through government or court action. Failure to obtain and/or comply with required permits can have serious consequences, including: damage to the Company's reputation; stopping the Company from proceeding with the development of a project; negatively impacting further development of a mine; and increasing the costs of development and litigation or regulatory action against the Company, and may materially adversely affect the Company's business, results of operations or financial condition.
15
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
Title risk
The Company has investigated its right to explore and exploit its properties and, to the best of its knowledge, those rights are in good standing. The results of the Company's investigations should not be construed as a guarantee of title. Other parties may dispute the title to a property, or the property may be subject to prior unregistered agreements or liens and transfers or land claims by aboriginal, native, or indigenous peoples. The title may be affected by undetected encumbrances or defects or governmental actions. The Company has not conducted surveys of all of its properties, and the precise area and location of claims or the properties may be challenged and no assurances can be given that there are no title defects affecting such properties. Any defects in the title to the Company's properties could have a material and adverse effect on the Company.
No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorizations nor that such exploration and mining authorizations will not be challenged or impugned by third parties. Although the Company has not had any problem renewing its licenses in the past there is no guarantee that it will always be able to do so. Inability to renew a license could result in the loss of any project located within that license.
The Company is earning an interest in the Up Town and Cabin Lake properties through an option agreement or earn-in agreements requiring property payments and acquisition of title to the properties is completed only when the option / earn-in conditions have been met. If the Company does not satisfactorily complete these conditions in the period laid out in the agreements, the Company's title to the related property will not vest and the Company will have to write down its previously capitalized costs related to that property.
Negative operating cash flows
The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development and acquisition of its properties, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative operating cash flow and losses until such time as it achieves commercial production at a particular project. The Company currently has negative cash flow from operating activities.
Uncertainty of funding
The exploration and development of mineral properties requires a substantial amount of capital and may depend on the Company's ability to obtain financing through joint ventures, debt financing, equity financing or other means. General market conditions, volatile metals prices, a claim against the Company, a significant disruption to the Company's business, or other factors may make it difficult to secure the necessary financing. There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms. Failure to obtain any necessary additional financing may result in delaying or indefinite postponement of exploration or development or even a loss of property interest. If the Company needs to raise additional funds, such financing may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.
Future offerings of debt or equity securities
The Company may require additional funds to finance further exploration, development and production activities, or to take advantage of unanticipated opportunities. If the Company raises additional funds by issuing additional equity securities, such financing would dilute the economic and voting rights of the Company's shareholders. Since the Company's capital needs depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing or nature of any such future offering of securities. Thus, holders of common shares of the Company bear the risk of any future offerings reducing the market price of the common shares and diluting their shareholdings in the Company.
Corruption and bribery
The Company is required to comply with anti-corruption and anti-bribery laws, including the Extractive Sector Transparency Measures Act, the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which the Company conducts its business. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company.
16
AJN Resources Inc.
Management's Discussion and Analysis
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
Conflicts of interest
Some of the directors and employees/officers of the Company are or may become directors and employees/officers of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director or employee/officer of the Company may be offered to another Corporation, or companies with which the director or employee/officer is associated and may not be presented or made available to the Company. The directors and employees/officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest that they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed by the Company's Code of Business Conduct and Ethics and the CBCA.
Uninsurable risks
Exploration development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, as well as political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does not maintain insurance against political risks.
Dependence on key personnel
The Company's success will largely depend on the efforts and abilities of certain senior officers and key employees. Certain of these individuals have significant experience in the mining industry and while the Company does not foresee any reason why such officers and key employees will not remain with the Company, if for any reason they do not, the Company could be adversely affected. The Company has not purchased life insurance for any of these individuals.
19. QUALIFIED PERSON
Mr. Dylan le Roux (BSc Hons) is an independent consultant of AJN Resources Inc. and a qualified geologist. Mr. le Roux is a registered Professional Natural Scientist (Geological Science) with the South African Council for Natural Scientific Professions (SACNASP Reg. No. 155814). Mr. le Roux is a qualified person as defined under National Instrument 43-101 and has reviewed and approved the technical information presented herein.
20. ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.
AJN Resources Inc.
1400 - 1199 West Hastings St.
Vancouver, British Columbia, V6E 3T5.
LISTINGS
CSE: AJN
Frankfurt: 5AT
TRANSFER AGENT
Computershare
3rd Floor, 510 Burrard Street
Vancouver, British Columbia, V6C 3B9.
AUDITOR
Dale Matheson Carr-Hilton LaBonte LLP
1500 - 1140 West Pender Street
Vancouver, British Columbia, V6E 4G1.