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Apogee Minerals Ltd. — Management Reports 2025
Dec 15, 2025
47752_rns_2025-12-15_91fa24a5-79d5-4849-b555-a3d872071262.pdf
Management Reports
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APOGEE MINERALS LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2025
This Management Discussion and Analysis ("MD&A") of Apogee Minerals Ltd. (the "Company") provides an analysis of the Company's financial results for the period ended October 31, 2025 and October 31, 2024. The following information should be read in conjunction with the accompanying audited financial statements for the year ended July 31, 2025 and July 31, 2024 as well as the related notes to those financial statements. The information contained within this MD&A is current to December 15, 2025. The financial statements have been prepared in accordance IFRS® Accounting Standards issued by the International Accounting Standards Board ("IASB") ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.
Forward-Looking Statements
This report contains forward-looking statements, including statements regarding the future success of our business, exploration and development strategies and future opportunities. Forward-looking statements include, but are not limited to, statements concerning estimates of expected capital expenditures, statements relating to expected future production and cash flows, statements relating to the continued advancement of the Company's exploration and development projects, and other statements which are not historical facts. When used in this document, the words such as "could", "plan", "estimate", "expect", "intend", "may", "potential", "should", and similar expressions are forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that can cause actual results to differ from these forward-looking statements include the potential that the Company's projects will experience technological and mechanical problems, changes in political conditions, changes in the availability to obtain project financings and other risks. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
Nature of Business and Overall Performance
Apogee Minerals Ltd. was incorporated in the Province of British Columbia on February 20, 2021 under the name "Tri Capital Opportunities Corp." pursuant to the Business Corporations Act (British Columbia) and was classified as a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange ("TSX-V") Policy 2.4. On July 9, 2019, the Company completed its Initial Public Offering ("IPO").
On July 19, 2021, the Company completed its qualifying transaction, in accordance with TSX Venture Exchange Policy 2.4 - Capital Pool Companies. Following completion of the qualifying transaction, the Company changed its name to Apollo Minerals Ltd. and was listed on the exchange as a Tier 2 mining issuer under the new trading symbol TSX-V: APMI.
The head office of the Corporation is located at Suite 1030 - 505 Burrard Street, Vancouver, British Columbia V7X 1M5, and the registered office of the Corporation is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5.
The principal business carried on and intended to be carried on by the Company is the acquisition and exploration of mineral properties. The Company is engaged in the business of mineral exploration in Saskatchewan. Its objective is to locate and develop economic precious and base metals properties of merit.
The Company will continue to assess new mineral properties and will seek to acquire interests in additional properties if the Company determines such properties have sufficient geologic or economic merit and if the Company has adequate financial resources to complete such acquisitions. The Company is primarily a junior exploration company with no revenues from mineral producing operations. The recoverability of amounts shown for the mineral properties and related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration of the property, and upon future profitable production.
Pine Channel Gold Property
On May 11, 2021, the Company entered into an option agreement with Eagle Plains Resources Ltd, to acquire an undivided 80% interest in and to certain mineral claims in northern Saskatchewan, collectively known as the Pine Channel gold property.
On September 17, 2021, the Company entered into an amendment whereby the Optionor acquired back a mineral tenure with a cash payment of $12,500.
The Company entered into an amendment whereby the cash payment due December 31, 2022 was extended to December 31, 2024.
On March 31, 2023, the Company staked one claim totaling 16 hectares for $1,200.
The Company is required to incur a total of $2,600,000 exploration expenditures. On February 18, 2022, January 24, 2023, July 12, 2023 and March 15, 2024, the Company entered into amendments whereby the Company was granted extensions on the timing of certain cash payments and exploration expenditures. As consideration, the Company incurred a cash payment of $40,000 and issued 200,000 shares.
The Company entered into a 6th amendment dated June 19, 2025 extending a $50,000 cash payment and $500,000 in exploration expenditures to December 31, 2025.
Pursuant to the terms of the option agreement, upon receipt of exchange acceptance for the qualifying transaction, the Company is required to pay $150,000 and issue 2,000,000 common shares in stages based on the following updated schedule:
| Date for Completion | Cash | Number of Common Shares to be Issued |
|---|---|---|
| Completion of Qualifying Transaction | $ 25,000 (paid) | 200,000 (issued) |
| On or before, December 31, 2021 | 25,000 (paid) | 300,000 (issued) |
| On or before, December 31, 2022 | - | 300,000 (issued) |
| On or before, December 31, 2024 | - | 500,000 (issued) |
| On or before, December 31, 2025 | 100,000 | 700,000 |
| TOTAL | $ 150,000 | 2,000,000 |
The amended exploration expenditure schedule is as follows:
| Date for Completion | Minimum Exploration Expenditures to be Incurred |
|---|---|
| On or before, June 30, 2022 | $ 100,000 (incurred by Oct 31, 2022) |
| On or before, December 31, 2025 | 2,500,000 |
| TOTAL | $ 2,600,000 |
Upon the exercise of the option and the acquisition of an 80% interest in the Pine Channel property, the optionor will retain a 2% net smelter returns royalty on the Pine Channel property, and 1% per cent of the net smelter returns royalty may be purchased by the Company at any time for $1,000,000.
The Pine Channel gold property consists of 29 mineral dispositions covering 6,519 hectares, located approximately 40 kilometres west of Stony Rapids, Sask., the logistics/business hub for northern Saskatchewan. The property can be accessed year-round by float- or ski-equipped aircraft from Stony Rapids or Fort MacMurray, AB. The eastern and northern part of the property is transected by a high voltage powerline. Most geological fieldwork is limited to late May to October but other operations such as some geophysical surveys and diamond drilling can be completed year-round.
The main deposit type that is being explored for at Pine Channel is structurally controlled vein-quartz (lode) gold deposits. Mineral occurrences on the Pine Channel Property contain predominantly gold, with rare base metal occurrences. Within the Pine Channel tenures there are twenty documented historical showings.
2025 Field Program
The 2025 field program focused on the Algold Bay Showing area and evaluated structural trends identified by analyses of high-resolution aeromagnetic data collected in 2022 and 2024 as well as high resolution Lidar and orthophoto data collected in 2022. A total of 64 rock samples were collected over six days and analytical results are pending.
Since acquiring the property, Eagle Plains has completed field programs focused on prospecting and mapping in areas of known mineral occurrences. The work confirmed the widespread occurrences of auriferous quartz veins and associated shear systems in the Pine Channel property. Analytical results from the seventy-two rock samples collected in 2020 range from 6 ppb Au to 68,400 ppb Au. Twenty-three of the samples returned greater than 1 g/t Au, and eight returned greater than 10 g/t Au. The most encouraging of the known showings are the ELA Shaft showing (SMDI 1574) and Occurrence No. 6 and No. 8 (SMDI 1581), which both demonstrate anomalous gold geochemical results and potential for extension of known mineralization along strike.
2022 and 2024 work included a helicopter-borne high-resolution aeromagnetic and radiometric survey and a high resolution LiDAR and orthophoto survey. Lineation analyses of the LiDAR imaging, combined with the aeromagnetic data, defined a number of new target areas adjacent to and along strike from known mineralization, which will be priority targets for future exploration.
Shasko Bay Project
On November 8, 2023, through the Option Agreement, the Company acquired the right to obtain a 100% interest in mineral claims comprising the Shasko Bay Project (the "Project"). The Project is located along the southeast shore of Lake Athabasca in Northern Saskatchewan, 20 km SE of Fond-du-Lac, and adjacent to the Pine Channel Project. The Project is subject to the same cash payments, share issuances and exploration expenditure obligations of the Pine Channel Option Agreement outlined in the table above.
Shasko Bay Project Map:
https://www.apogeemineralsltd.com/_resources/news/Shasko-Bay-September-2023.png
Project Highlights:
- Multiple untested geophysical anomalies associated with favourable geology
- Targets for multiple deposit models (Orogenic Au and Unconformity-U)
- Encouraging exploration to date including mineralized drill intercepts
- Mineralization underexplored and open in both directions along strike and at depth
- Excellent access with existing winter road to within 1km and central portions of the property accessible by boat or float plane
May Lake Property, Saskatchewan
On April 22, 2025, the Company through a Property Acquisition Agreement, acquired a 100% interest in two mineral claims for a cash consideration of $5,000. The claims which cover a total area of 4,502.2 hectares, are located in the La Ronge Belt of northern Saskatchewan.
Summary of Quarterly Results
The following are the results for the eight most recent quarters (periods):
| Three Months Ended October 31, 2025 | Three Months Ended July 31, 2025 | Three Months Ended April 30, 2025 | Three Months Ended January 31, 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| Loss & comprehensive loss | $ | 36,927 | $ | 38,711 | $ | 41,569 | $ | 61,128 |
| Loss per share | $ | 0.002 | $ | 0.002 | $ | 0.002 | $ | 0.003 |
| Three Months Ended October 31, 2024 | Three Months Ended July 31, 2024 | Three Months Ended April 30, 2024 | Three Months Ended January 31, 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Loss & comprehensive loss | $ | 57,704 | $ | 66,915 | $ | 70,923 | $ | 72,871 |
| Loss per share | $ | 0.002 | $ | 0.003 | $ | 0.001 | $ | 0.003 |
Results of Operations
For the Three Months Ended October 31, 2025:
The Company incurred a loss of $36,927, a decrease of $20,776 compared to the same quarter in the previous year (October 31, 2024 - $57,703). Office expenses were $8,814 (October 31, 2024 - $20,923), as the Company changed its office location in August 2024, resulting in a rent expense of $3,000 in the current quarter, a $7,500 decrease compared to the same quarter in the previous year (October 31, 2024 - $10,500). The Company also spent less on general office as well as in computer consulting fees. Professional fees were $13,321 (October 31, 2024 - $23,000). Accounting fees decreased by $3,679 and legal by $6,000 in the current quarter as compared to the same quarter in the previous year.
Liquidity and Capital Resources
At October 31, 2025, the Company had cash of $62,109 (July 31, 2025 - $62,202) and a working capital deficiency of $87,644 (July 31, 2025 - $34,358). The working capital deficiency increased in the current year's quarter as a result of the Company's increase in the exploration and evaluation assets and in amounts owing to related parties.
Escrow Agreement
On May 16, 2019, the Company entered into an escrow agreement whereby 5,050,001 common shares are held in escrow and are not transferred without the consent of the Exchange. The escrow agreement provides that 10% of such common shares will be released from escrow upon receipt of the notice from the Exchange that the Company completes the QT and 15% of common shares will be released every six months thereafter. As of October 31, 2025, there are no shares of the Company remaining in escrow.
Cash Position Analysis
The Company’s cash position at October 31, 2025 was $62,109 compared to that of $62,202 at July 31, 2025. The decrease is the result of operating activities of $16,266 (October 31, 2024 - $55,171) and investing activities of $16,359 (October 31, 2024 - $1,179).
The Company intends to meet all cash requirements for operation by equity financing. Future funding needs of the Company are dependent upon the Company’s continued ability to obtain equity and/or debt financing to meet its financial obligations and to pursue further exploration on its properties.
Related Party Transactions
Key management personnel include those people who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Board of Directors and corporate officers.
Balance due from / to related parties
As at October 31, 2025, the balance due to related parties is $57,631 (July 31, 2025 – $30,832). All amounts are non-interest bearing, unsecured, and have no fixed terms of repayments.
Loan payable to related party
On May 6, 2025, the Company and a related private company entered into a $25,000 loan agreement which bears simple interest at 15% per annum accrued annually. The loan and accrued interest are repayable within 12 months.
Transactions with related parties:
During the period ended October 31, 2025, the following amounts were paid and or accrued to related parties.
Consulting fees of $10,500 (October 31, 2024 - $10,500) were paid or accrued to directors and officers of the Company or their companies.
Professional fees of $9,000 (October 31, 2024 - $18,000) were paid to a company controlled by a director of the Company.
Office fees of $6,000 (October 31, 2024 - $750) were paid to a company controlled by a director of the Company.
Off Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements, other than previously disclosed, that have, or are reasonably likely to have, an impact on the current or future results of operations or the financial condition of our Company.
Accounting Policies
Please refer to Note 3 of the financial statements for details on Material Accounting Policies. The Company's financial statements include the activity of the acquisition and exploration of mineral properties. Its objective is to locate and develop economic precious and base metals properties of merit. Management considers the policy dealing with stock-based compensation to be of primary importance to the understanding of the Company's financial statements.
Accounting for Stock Options
On January 28, 2019, the Company adopted a stock option plan. The stock option plan provides that, subject to the requirement of the Exchange, the aggregate number of securities reserved for issuance will be 10% of the number of common shares of the Company issued and outstanding from time to time. In addition, the number of common shares which may be reserved for issuance on a yearly basis to any one individual upon exercise of all stock options held by such individual may not exceed 5% of the issued shares calculated at the time of grant. All options granted under the stock option plan will expire not later than the date that is ten years from the date that such options are granted.
On May 28, 2020, the Company granted 1,000,000 stock options to directors and officers with an exercise price of $0.10 for a period of ten years from the date of grant.
Outstanding Share Data
As at the date of the MD&A, the Company had 21,930,001 common shares issued and outstanding and 1,000,000 stock options issued and outstanding resulting in a fully diluted shares position of 22,930,001 shares.
Accounting Standards issued but not yet effective
The IASB issued certain new accounting standards or amendments as follow:
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The key changes included clarification on the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to financial liabilities settled through electronic payment system, including an option to utilize an accounting policy for early derecognition. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB also added disclosure requirements to provide additional transparency regarding equity investments designated at fair value through other comprehensive income and financial instruments with contingent features, such as those related to ESG requirements. The amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company is assessing the impact of these amendments on the financial statements.
IFRS 18, "Presentation and Disclosure in Financial Statements," is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. This new standard maintains many of the current requirements for the presentation of financial statements and adds new requirements concerning the statement of profit or loss, management-defined performance measures, and the principles of aggregation and disaggregation of information. The new requirements concerning the statement of profit or loss include requiring entities to classify income and expenses included in the statement of profit or loss in one of five categories (operating, investing, financing, income taxes, discontinued operations), and prescribing that subtotals for operating profit or loss and profit or loss before financing and income taxes are presented. The new requirements concerning management-defined performance measures involve explanation of the purpose, calculation of and reconciliation to the most closely related performance measure prescribed in an IFRS accounting standard performance measures used in public communications by entities outside of the financial statements that are not a measure specifically required to be presented or disclosed by an IFRS accounting standard. The Company is currently evaluating the effect of these pronouncements on its financial statements and related disclosures.
Financial Instruments and Risk Management
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
Cash is carried at fair value using a level 1 fair value measurement. The fair values of advances payable approximate their carrying values due to the short-term nature of the instruments.
Financial risk factors
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash. The Company does not believe it is currently exposed to any significant credit risk.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not believe it is currently exposed to any significant credit risk.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. On October 31, 2025, the Company had a cash balance of $62,109 and $156,542 in current liabilities to settle. The Company does not believe it is currently exposed to any significant liquidity risk.
Interest rate risk
The Company has cash balances held with financial institutions. The Company’s current policy is to invest excess cash in short-term demand treasury bills issued by the Government of Canada and its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
Foreign currency risk
The Company is not currently exposed to significant foreign currency risk as most transactions are denominated in Canadian dollars.
Price risk
The Company is exposed to price risk with respect to commodity prices. Changes in commodity prices will impact the economics of development of the Company’s mineral properties. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.
Management’s Responsibility for Financial Statements
The Company’s management is responsible for presentation and preparation of the financial statements and the Management’s Discussion and Analysis.
The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators. The financial statements and information in the MD&A necessarily include amounts based on informed judgments and estimates of the expected effects of current events and transactions with appropriate consideration to materiality. In addition, in preparing the financial information we must interpret the requirements described above, make determinations as to the relevancy of information to be included, and make estimates and assumptions that affect reported information.
The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.
Additional Disclosure for Venture Issuers without Significant Revenues
Additional disclosure concerning the Company's general and administrative expenses is provided in the Company's prospectus and financial statements, which are available on SEDAR+ (www.sedarplus.ca).
Approval
The Board of Directors of the Company has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.