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Armory Mining Corp. — Management Reports 2026
Mar 30, 2026
47573_rns_2026-03-30_36cb6b09-fb10-486d-80d4-f04dadd5ffe7.pdf
Management Reports
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ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
OVERVIEW
The following discussion and analysis of the results of operations and financial position of Armory Mining Corp. ("Armory") together with its subsidiaries (collectively, the "Company"), is prepared as of March 30, 2026 and should be read in conjunction with the Company's audited consolidated financial statements and related notes for the years ended November 30, 2025 and 2024.
The financial information presented herein is expressed in Canadian dollars, except where noted.
The Company's consolidated financial statements are reported under IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").
DESCRIPTION OF BUSINESS
Armory Mining Corp. was incorporated on July 31, 2017, under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is Suite 1100-1199 West Hastings Street, Vancouver, BC V6E 3T5 Canada.
The Company is listed for trading on the Canadian Securities Exchange ("CSE") under the symbol "ARMY".
The Company's principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2025, the Company had not yet determined whether the Company's mineral property asset contains ore reserves that are economically recoverable. The recoverability of the amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
Highlights
On December 18, 2024, the Company closed a non-brokered private placement by issuing 5,000,000 units at a price of $0.10 per unit for gross proceeds of $500,000. Each unit consisted of one common share and one-half share purchase warrant. Each full warrant is exercisable at a price of $0.20 per share until December 18, 2029. The warrants were allocated a value of $nil using the residual value method. The Company paid cash finder's fees of $4,725 and issued 47,250 finder's warrants. The finder's warrants are exercisable at a price of $0.20 per warrant until December 18, 2026. The Company incurred other cash share issuance costs of $7,028.
On January 22, 2025, the Company closed a non-brokered private placement by issuing 5,016,111 common shares at a price of $0.135 per share for aggregate gross proceeds of $677,175. The Company paid cash finder's fees of $65,017, issued 370,500 finder's shares and 481,611 finder's warrants. The Company incurred other cash share issuance costs of $25,520. Each finder's warrant is exercisable at a price of $0.135 per share until January 22, 2029. The Company also issued 700,000 common shares as compensation for advisory services provided in connection with the private placement.
On August 7, 2025, the Company announced the appointment of Alex Klenman to its Board of Directors, replacing Arjun Grewal, who resigned from the Board but will continue to support the Company in an advisory capacity.
On August 25, 2025, the Company closed the first tranche of a non-brokered private placement by issuing 16,060,000 units at a price of $0.05 per unit for gross proceeds of $803,000. Each unit consisted of one common share and one transferrable warrant exercisable at a price of $0.065 per share until August 25, 2028. The Company incurred other cash share issuance costs of $25,550. In addition, the Company issued 1,300,000 common shares to an arm's-length advisor for consulting services provided in connection with the private placement.
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
On September 5, 2025, the Company closed the final tranche of a non-brokered private placement issuing 1,000,000 units at a price of $0.05 per unit for gross proceeds of $50,000. Each unit consisted of one common share and one transferrable warrant exercisable at a price of $0.065 per share until September 5, 2028.
On September 25, 2025, the Company announced the addition of Phil Lancaster to the Company's Advisory Team. Mr. Lancaster is a highly experienced international security and defense professional with an extensive background in policing, diplomatic protection, defense technology leadership, and strategic international collaborations. Originally from the UK, and now based in British Columbia, Canada, Phil's career bridges high-level law enforcement and diplomatic assignments with innovative security and defense solutions in the private sector.
On November 13, 2025, the Company closed a non-brokered private placement by issuing 10,000,001 units at a price of $0.055 per unit for gross proceeds of $550,000. Each unit consisted of one common share and one transferrable warrant exercisable at a price of $0.085 per share until November 13, 2030. The Company paid aggregate finder's fees of $20,900 to eligible finders.
On November 27, 2025, the Company announced the addition of geologist Tom Clarke to its Advisory Committee. Mr. Clarke is a professionally registered geoscientist in Alberta and South Africa making him a Qualified Person as defined by NI 43-101. Thomas has 21 years of experience as a geologist working on gold, platinum group metals and base metal projects in North America, Africa, South America and Russia.
On December 1, 2025, the Company provided an update on its Candela II lithium brine project located in the Incahuasi Salar, Salta Province, Argentina. The Company is planning to pursue a scoping study which will enhance development of the Candela II project. The goal of a scoping study is to evaluate both technical viability and economic potential of the deposit.
On December 19, 2025, the Company closed a non-brokered private placement offering by issuing 9,523,643 flow through units at a price of $0.07 per FT unit for gross proceeds of $666,655. Each FT unit consisted of one 'Flow-through share' and one-half of one transferable common share purchase warrant. Each Warrant entitles the holder to purchase one additional non-flow-through common share of the Company at a price of $0.09 per common share until December 19, 2028. In connection with the Offering, the Company paid aggregate finder's fees of $53,122.40 and issued an aggregate of 758,891 finder's warrants to eligible finders. Each finder's warrant entitles the holder to purchase one additional non-flow-through common share of the Company at exercise prices of $0.07 and $0.09 per common share until December 19, 2028. The Company also paid a corporate finance fee of $2,500 plus tax.
On December 22, 2025, the Company announced it has engaged Castello Q Exploration Corp to carry out an initial phase one work program at its 100% owned Ammo Antimony-Gold project, located in Nova Scotia, Canada. The initial work program is expected to consist of data compilation, prospecting and reconnaissance, to identify favorable geology, followed by detailed surface sampling and geophysics to assist in determining priority drill targets.
On February 9, 2026, the Company announced that it is preparing to conduct a series of airborne geophysics surveys at the Ammo Antimony-Gold project located in Nova Scotia.
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
EXPLORATION AND EVALUATION ASSETS
| Kaslo Silver | Candela II | Riley Creek | Ammo | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Acquisition Costs | |||||
| At November 30, 2023 | 415,582 | 1,530,500 | - | - | 1,946,082 |
| Cash payments | 90,000 | - | - | 25,000 | 115,000 |
| Shares issued | 62,000 | - | 995,000 | 25,000 | 1,082,000 |
| Option payment received | - | (110,000) | - | - | (110,000) |
| At November 30, 2024 | 567,582 | 1,420,500 | 995,000 | 50,000 | 3,033,082 |
| Shares issued | - | - | 617,500 | 45,000 | 662,500 |
| Shares to be issued | - | - | 36,000 | - | 36,000 |
| Disposal | (100,001) | - | - | - | (100,001) |
| Impairment | (467,581) | - | - | - | (467,581) |
| At November 30, 2025 | - | 1,420,500 | 1,648,500 | 95,000 | 3,164,000 |
| Exploration Costs | |||||
| At November 30, 2023 | 122,011 | 1,451,464 | - | - | 1,573,475 |
| Assaying | 5,212 | - | - | - | 5,212 |
| Administration | 754 | - | - | - | 754 |
| Consulting | 2,500 | - | - | - | 2,500 |
| Travel | 2,153 | - | 2,814 | - | 4,967 |
| Foreign exchange | - | (36,844) | - | - | (36,844) |
| At November 30, 2024 | 132,630 | 1,414,620 | 2,814 | - | 1,550,064 |
| Consulting | 4,500 | - | 18,716 | - | 23,216 |
| Geological | - | - | - | 6,000 | 6,000 |
| Licenses and filing fees | - | - | 8,181 | - | 8,181 |
| Foreign exchange | - | (5,909) | - | - | (5,909) |
| Impairment | (137,130) | - | - | - | (137,130) |
| At November 30, 2025 | - | 1,408,711 | 29,711 | 6,000 | 1,444,422 |
| At November 30, 2024 | 700,212 | 2,835,120 | 997,814 | 50,000 | 4,583,146 |
| At November 30, 2025 | - | 2,829,211 | 1,678,211 | 101,000 | 4,608,422 |
Kaslo Silver Property
The Company had an option to acquire an undivided 100% interest in and to the Kaslo Silver Property (the "Kaslo Silver Property"), a silver and base metal property, located 12 kilometres west of Kaslo in southern British Columbia.
The option was exercisable by the Company pursuant to the following:
Cash payments as follows:
- $30,000 on or before May 12, 2022 (paid);
- $20,000 on or before March 21, 2024 (paid);
- $10,000 on or before June 15, 2024 (paid); and
- $60,000 on or before September 9, 2024 (paid).
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
Common share issuances as follows:
- 50,000 shares on or before November 30, 2022 (issued and fair valued at $87,500); and
- 7,885 common shares on or before September 15, 2023 (issued and fair valued at 3,942); and
- $50,000 worth of common shares on December 15, 2023 (issued 100,000 common shares and fair valued at $20,000)
- $60,000 worth of common shares (issued 1,200,000 common shares and fair valued at $42,000)
During the year ended November 30, 2025, the Company fulfilled the option payments and exercised its option to acquire a 100% interest in the Kaslo Silver Property.
The Company was also required to issue an additional 13,142 common shares upon the commencement of commercial production at the Kaslo Silver Property.
Upon commencement of commercial production at the Kaslo Silver Property, the Kaslo Silver Property will be subject to 2.5% net smelter return royalty.
On July 16, 2025, the Company completed the sale of its 100% interest in the Kaslo Silver Property to 2724898 Alberta Inc. ("2724898"), a private Alberta company. In consideration, the Company received a cash payment of $100,000 and 1,500,000 common shares of 2724898.
As 2724898 is a private company with no observable market for its shares, limited financial information, and no recent arm's length transactions, the fair value of the common shares received could not be reliably measured. Accordingly, the common shares were initially recognized at a nominal value of $1.
During the year ended November 30, 2025, the Company recognized an impairment of $604,711 to write down the Kaslo Silver Property to its recoverable amount based on the consideration received.
Candela II Project
On March 18, 2021, Tech One entered into a mineral property option agreement (the "Candela II Agreement") with A.I.S Resources Ltd. (the "Optionor"). The Company has an option to acquire up to a 100% interest in the mining tenement known as Candela II located in Salar de Incahuasi, Province of Salta, Argentina (the "Concession").
On April 28, 2021, the Company entered into an amended and restated exploration and mineral property purchase agreement (the "Amended Agreement") with the Optionor, which supersedes the Candela II Agreement, to include a clause to appoint the Optionor as the exclusive project manager for any exploration conducted on the Concession.
Pursuant to the terms of the Agreement and the Amended Agreement, the Company acquired an 80% interest in the Concession.
On March 4, 2024, the Company entered into an option agreement (the "Candela Option") with American Salars Lithium Inc. ("American Salars") whereby the Company has granted American Salars the option to acquire the Company's 80% interest in the Candela II project. As part of the Candela Option, the title of the Candela property was transferred to Spey Resources Argentina S.A. and 20% of the outstanding shares of Spey Resources Argentina S.A were transferred to AIS, as they hold a 20% interest in the Candela II project.
In consideration the Company would have received $1,958,000 and 5,268,000 common shares of American Salars at a price of $0.30 per share.
During the year ended November 30, 2025, American Salars relinquished their option and will not make any additional cash payments or share issuances.
ARMORY MINING CORP. Management Discussion and Analysis For the Year Ended November 30, 2025
Riley Creek
On November 19, 2024, the Company issued 4,975,000 common shares to acquire a 100% interest in Antimony Assets Inc. an Ontario based company whose only asset is two mineral claims located in Haida Gwaii, British Columbia known as the "Riley Creek Project". As the mineral claims were the only assets of Antimony Assets Inc. the acquisition was accounted for as an asset acquisition and the consideration shares were fair valued at $995,000, with the value fully allocated to the Riley Creek Project.
On July 18, 2025, the Company entered into an assignment agreement with 1321968 BC Ltd., Northex Capital Partners Inc., and Tidal Gold Corp. (together, the "Optionors"), pursuant to which the Company acquired an option to earn a 100% interest in additional mineral claims located in Haida Gwaii, which will form part of the Riley Creek Project.
In consideration for the assignment, the Company has agreed to issue an aggregate of 10,100,000 common shares of the Company to the shareholders of 1321968 BC Ltd. and the Optionors, as indicated in the table below:
| Description | Shares |
|---|---|
| First Share Issuance (within 5 business days from receipt of CSE approval of the Assignment Agreement) | 9,000,000 (issued and fair valued at $585,000) |
| Second Share Issuance (later of i) five business days from CSE approval and ii) July 30, 2025) | 500,000 (issued and fair valued at $32,500) |
| Third Share Issuance (later of i) five business days from CSE approval and ii) February 1, 2026) | 600,000 (issued subsequent to November 30, 2025; fair valued at $36,000 and included in Shares to be issued) |
| Total | 10,100,000 |
To exercise the option to acquire a 100% interest in the mineral claims, the Company must:
- Incur $50,000 of exploration expenditures on or before October 31, 2025 (extended to October 31, 2026 subsequent to November 30, 2025); and
- Make a cash payment of $100,000 on or before October 31, 2026.
If the option is exercised, the Company's interest in the Riley Creek Project will be subject to a 2% NSR royalty granted to the Optionors. The Company has the right to purchase 50% of the NSR royalty (1%) at any time for $500,000.
Ammo Project
On October 25, 2024, the Company entered into an option agreement to acquire a 100% interest in certain mineral claims located adjacent to and surrounding the past-producing West Gore antimony-gold mine in central Nova Scotia (the "Ammo Project"). On September 9, 2025, the Company entered into option agreement amendment. Per the terms of the amended agreement, the Company can acquire a 100% interest by completing the following:
- Making cash payments of $25,000 within five days of closing of the transaction (paid);
- Issue 250,000 common shares of the Company within five days of closing (issued and fair valued at $25,000);
- Issue 250,000 common shares of the Company on or before the date which is four months from closing (issued and fair valued at $26,250);
- Issue an additional 250,000 common shares on or before the date which eight months from closing (issued and fair valued at $18,750); and
- Issue an additional 385,615 common shares on or before the date which is five business days from execution of the option agreement amendment (issued subsequent to November 30, 2025).
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
The Ammo Project is subject to a 2% NSR royalty. The Company has the option to purchase 50% of the NSR royalty, being a 1% NSR royalty at any time for $500,000.
SELECTED ANNUAL RESULTS
| November 30, 2025 | November 30, 2024 | November 30, 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Comprehensive loss for the year | (3,297,219) | (726,245) | (5,499,613) |
| Basic and diluted loss per share | (0.07) | (0.05) | (0.51) |
| Total assets | 5,173,227 | 4,862,173 | 3,975,574 |
| Total non-current liabilities | - | - | - |
| Cash dividends declared | - | - | - |
RESULTS OF OPERATIONS
Year ended November 30, 2025
During the year ended November 30, 2025, the Company recorded a net loss of $3,291,310 (2024 - $673,399). The Company had no revenue, paid no dividends and had no long-term liabilities during the year ended November 30, 2025. The change in loss for the year ended November 30, 2025 is due to the following:
- Advertising and marketing expense increased to $758,861 (2024 - $nil) as the Company invested in advertising programs to raise awareness for its projects.
- Management and consulting fees increased to $1,052,230 (2024 - $266,007) this relates to fees paid to consultants who were engaged for project sourcing and corporate development.
- The Company recorded share-based compensation expense of $453,832 (2024 - $11,062) related to the vesting of RSUs and stock options.
- The Company recorded an impairment of exploration and evaluation asset of $604,711 (2024 - $nil) to write down the Kaslo Silver Property to its recoverable amount based on the consideration received.
Three months ended November 30, 2025
During the three months ended November 30, 2025, the Company recorded a net loss of $1,158,238 (2024 - $215,714). The Company had no revenue, paid no dividends and had no long-term liabilities during the three-months ended November 30, 2025. The change in loss for the period ended November 30, 2025 is due to the following:
- Advertising and marketing expense increased to $504,624 (2024 - $nil) as the Company invested in advertising programs to raise awareness for its projects.
- Management and consulting fees increased to $252,281 (2024 - $78,007) this relates to fees paid to consultants who were engaged for project sourcing and corporate development.
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
SUMMARY OF QUARTERLY RESULTS
Selected information derived from the Company's financial statements for the past eight periods is as follows:
| Three Months Ended ($) | ||||
|---|---|---|---|---|
| November 30, 2025 | August 31, 2025 | May 31, 2025 | February 28, 2025 | |
| Comprehensive loss | (1,158,238) | (535,182) | (940,503) | (663,296) |
| Basic and diluted loss per share* | (0.02) | (0.01) | (0.02) | (0.02) |
| Three Months Ended ($) | ||||
| --- | --- | --- | --- | --- |
| November 30, 2024 | August 31, 2024 | May 31, 2024 | February 29, 2024 | |
| Comprehensive loss | (276,806) | (82,995) | (217,923) | (148,521) |
| Basic and diluted loss per share* | (0.01) | (0.00) | (0.00) | (0.00) |
LIQUIDITY
As at November 30, 2025, the Company had cash and cash equivalents of $43,574 and a working capital deficit of $407,851 compared to cash and cash equivalents of $116,921 and a working capital deficit of $632,665 at November 30, 2024.
During the year ended November 30, 2025, the Company's operations used $2,594,428 of cash and cash equivalents (2024 - $490,293) attributable to the net loss during the year plus changes in non-cash working capital items. The Company's investing activities provided cash and cash equivalents of $68,512 (2024 - $143,317) due to the sale of exploration and evaluation assets during the year.
The Company's financing activities provided cash and cash equivalents of $2,458,478 (2024 - $456,124) primarily due to the private placements, loans received, and warrant exercises that occurred during the year.
The Company's current assets are not sufficient to support the Company's general administrative and corporate operating requirements on an ongoing basis for the foreseeable future. Accordingly, further financing will be required and the Company will have to raise additional funds to continue its operations.
Liquidity Outlook
The Company's cash position is highly dependent on its ability to raise cash through financings. Based on the Company's financial position as at November 30, 2025, the Company will need to complete additional external financing either through equity, debt or other forms of financing. As other opportunities become available to the Company and subject to exploration work on the Company's project and results from such exploration program is determined, management may be required to complete additional financing.
This outlook is based on the Company's current financial position and is subject to change if opportunities become available based on exploration program results and/or external opportunities. At present, the Company's operations do not generate cash inflows and its financial success is dependent on management's ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company's control.
In order to finance the Company's future exploration programs and to cover administrative and overhead expenses, the Company will need to raise funds through equity sales, from the exercise of convertible securities, debt, deferral of payments to related parties, or other forms of raising capital. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the short and long term, but
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
recognizes that there will be risks involved which may be beyond its control.
CAPITAL RESOURCES
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
GOING CONCERN
The Company's consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations, and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception, has no recurring source of revenue and, as at November 30, 2025, had an accumulated deficit of $24,747,582. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
The Company will need to raise sufficient funds as the Company's current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favorable terms. Factors that could affect the availability of financing include the Company's performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets.
The Company is required to make the scheduled payments of cash and shares detailed under the Exploration and Evaluation Property Section in order to keep the property option in good standing.
CONTRACTUAL OBLIGATIONS
The Company is subject to certain contractual obligations associated with the exploration and evaluation assets as discussed above. The Company has no other material and long-term contractual obligations.
MATERIAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the consolidated financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities, revenues and expenses. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances and require judgment on matters which are inherently uncertain. Details of the Company's significant accounting policies can be found in Note 2 of the consolidated financial statements for the year ended November 30, 2025.
TRANSACTIONS WITH RELATED PARTIES
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and certain of the members of the Board of Director. Transactions with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Accounts payable and accrued liabilities at November 30, 2025, include $26,750 (November 30, 2024 - $213,766) owing to directors, officers, or to companies significantly controlled by common directors for unpaid fees and expense reimbursements. The amounts owing are unsecured, non-interest bearing and due on demand.
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
The Company incurred charges to directors and officers, or to companies associated with these individuals, during the year ended November 30, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Management and consulting fees¹ | 80,000 | 65,000 |
| Professional fees² | 38,598 | 57,263 |
| Share-based compensation | 128,020 | 11,062 |
| 246,618 | 133,325 |
¹Includes fees paid or payable to the CEO, former CFO and former CEO for services rendered to the Company.
²Includes fees paid or payable to a Company the former CFO is a managing director of for services rendered to the Company.
FINANCIAL INSTRUMENTS
Categories of financial assets and financial liabilities
Financial instruments are classified into one of the following categories: fair value through profit or loss ("FVTPL"); amortized costs; and fair value through other comprehensive income. The carrying values of the Company's financial instruments are classified into the following categories:
| Financial Instrument | Category | November 30, 2025 | November 30, 2024 |
|---|---|---|---|
| $ | $ | ||
| Cash and cash equivalents | FVTPL | 43,574 | 116,921 |
| Investments | FVTPL | 1 | - |
| Accounts payable | Amortized cost | (883,936) | (889,272) |
| Loans payable | Amortized cost | (88,719) | (22,420) |
The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
The recorded amounts for cash, amounts receivable, accounts payable and loans payable approximate their fair value due to their short-term nature. The marketable securities and investments balance is measured at fair value under the Level 3 hierarchy. As there is no quoted market price in an active market for the common shares of 2724898 Alberta Inc., the investment has been assigned a value of $1.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
Currency risk
The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal. As the Company commences exploration activities through Spey Argentina, the Company's exposure to exchange rate fluctuations may change and will be monitored by management.
As at November 30, 2025, the Company does not have any material foreign currency denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.
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 and amounts receivable. Management believes that the credit risk concentration with respect to financial instruments included in cash and cash equivalents and amounts receivable is remote.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company's ability to continue as a going concern is dependent on management's ability to raise the required capital through future equity or debt issuances but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. As at November 30, 2025, the Company had a cash and cash equivalents balance of $43,574 to settle current liabilities of $972,655.
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. These fluctuations may be material.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The loans included in loans payable bear interest at 6% and 10% per annum. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any material interest rate risk.
SUMMARY OF OUTSTANDING SHARE DATA AS OF THE DATE OF THE MD&A
Authorized: Unlimited number of common shares without par value.
| Type of Security | Number |
|---|---|
| Issued and outstanding common shares | 90,454,924 |
| Warrants with a weighted average exercise price of $0.08 | 38,820,301 |
| Restricted Share Units | 400,000 |
| Total | 129,675,225 |
ARMORY MINING CORP.
Management Discussion and Analysis
For the Year Ended November 30, 2025
FORWARD-LOOKING INFORMATION
The Company's consolidated financial statements for the year ended November 30, 2025, and this accompanying MD&A, contain statements that constitute "forward-looking statements" within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations up to the date of the MD&A.
Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeting" and "intend" and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and other similar expressions. Forward-looking statements in this MD&A include statements regarding the Company's future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause the actual results to differ include market prices, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed transactions and programs on reasonable terms acceptable to the Company and the ability of third-party service providers to deliver services in a timely manner. Some of these risks and uncertainties are identified under the heading "Risks and Uncertainties" as disclosed elsewhere in this MD&A. Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
DISCLOSURE OF CONTROLS AND PROCEDURES
In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the year ended November 30, 2025, and this accompanying MD&A (together, the "Annual Filings").
In contrast to the full certificate under NI 52-109 the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Company with its filings on SEDAR+ at www.sedarplus.ca.
Additional information is available on the Company's website at www.armorymining.com. To view the public documents of the Corporation, please visit the Corporation's profile on the SEDAR+ website at www.sedarplus.ca.