Auscan Resources Inc. — Management Reports 2025

May 22, 2025

AUSCAN RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED MARCH 31, 2025

This discussion and analysis of financial position and results of operation is prepared as at May 20, 2025 and should be read in conjunction with the unaudited condensed interim financial statements and the accompanying notes for the nine months ended March 31, 2025 of Auscan Resources Inc. ("Auscan" or "the Company"). The following disclosure and associated financial statements are presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and Interpretations of the IFRS Committee. Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis ("MD&A") are quoted in Canadian dollars.

Forward Looking Statements

This MD&A contains certain statements that may constitute "forward-looking statements", within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "is expected", "intends", or "has the potential to". Forward looking statements may include statements regarding the future operating or financial performance of the Company that involve known and unknown risks and uncertainties which may not prove to be accurate. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. The forward-looking statements included in this MD&A are made as of the date of this MD&A and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors.

All of the Company's public disclosure filings, including its most recent filing statement, material change reports, press releases and other information, may be accessed via https://www.sedarplus.ca and readers are urged to review these materials.

Company Overview

The Company is a corporation continued under the laws of British Columbia. The Company is listed and its common shares trade on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "ACR.H". The Company is a reporting issuer in British Columbia, Alberta and Saskatchewan. The Company's principal office is located at Suite 1305, 1090 West Georgia Street, Vancouver, BC V6E 3V7.

The Company's past principal activity was the acquisition, exploration and development of helium property interests in North America. During fiscal 2019 the Company reassessed its continued involvement in the helium energy sector and determined to exit the industry. As of the date of this MD&A the Company does not have any mineral property interests.

The Company has been considering its strategic options and is continuing its search for business or acquisition opportunities. No opportunities have been identified as of the date of this MD&A.

See also "Financial Condition / Capital Resources".

Officers and Directors

As of the date of this MD&A the Company's directors and officers are as follows:

Mr. Nick DeMare - Director, Interim CEO, Interim CFO and Corporate Secretary
Mr. David Henstridge - Director
Mr. Harvey Lim - Director

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Selected Financial Data

The following selected financial information is derived from the unaudited condensed interim financial statements of the Company.

	Fiscal 2025			Fiscal 2024				Fiscal 2023
	Mar. 31 2025 $	Dec. 31 2024 $	Sep. 30 2024 $	Jun. 30 2024 $	Mar. 31 2024 $	Dec. 31 2023 $	Sep. 30 2023 $	Jun. 30 2023 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(35,142)	(38,112)	(26,726)	(28,665)	(30,215)	(37,896)	(31,002)	(29,037)
Other items	(410)	(248)	(260)	49,829	(90)	(295)	(104)	386
Net (loss) income	(35,552)	(38,360)	(26,986)	21,164	(30,305)	(38,191)	(31,106)	(28,651)
Basic and diluted (loss) income per share	(0.02)	(0.02)	(0.01)	0.01	(0.01)	(0.02)	(0.02)	(0.03)
Dividends per share	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Balance Sheet:
Working capital (deficit)	(212,243)	(195,171)	(156,811)	(129,825)	(150,989)	(203,884)	(165,693)	(134,587)
Total assets	23,165	24,808	29,761	32,175	39,558	22,391	32,754	54,253
Total long-term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024

During the three months ended March 31, 2025 ("Q3") the Company reported a net loss of $35,552 compared to a net loss of $38,360 during the three months ended December 31, 2024 ("Q2"), a decrease in loss of $2,808. The fluctuation is primarily due to a $2,970 decrease in general and administrative costs from $38,112 in Q2 to $35,142 in Q3.

Nine Months Ended March 31, 2025 Compared to Nine Months Ended March 31, 2024

During the nine months ended March 31, 2025 (the "2025 period") the Company reported a net loss of $100,898 compared to a net loss of $99,602 for the nine months ended March 31, 2024 (the "2024 period"), an increase in loss of $1,296. Significant fluctuations in general and administrative expenses are as follows:

(i) during the 2025 period the Company incurred $9,000 (2024 - $13,709) for accounting and administration charged by Chase Management Ltd. ("Chase") private corporation owned by Mr. Nick DeMare, a director of the Company;
(ii) during the 2025 period the Company recorded share-based compensation of $7,920 compared to $nil in the 2024 period on the granting of share options;
(iii) during the 2025 period transfer agent fees decreased by $913 from $2,219 during the 2025 period compared to $3,132 in the 2024 period;
(iv) during the 2025 period regulatory filing fees decreased by $1,250 from $7,015 during the 2024 period to $5,765 during the 2025 period.

The Company holds its cash in interest bearing accounts in major financial institutions. Interest income is generated from the deposits and fluctuates primarily with the levels of cash on deposit. During the 2025 period the Company reported interest income of $852 compared to $1,496 during the 2024 period.

Financings

During the 2025 period the Company issued 66,000 common shares on the exercise of stock options for total cash proceeds of $10,560. No financings were completed during the 2025 period.

During the 2024 period the Company completed a non-brokered private placement of 640,000 units for total cash proceeds of $83,200.

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Financial Condition / Capital Resources

As at March 31, 2025, the Company had a working capital deficit of $212,243 and an accumulated deficit of $4,989,548. Although the Company has curtailed its level of corporate and administrative activities, management anticipates that the Company will continue to rely on ongoing loan advances from its shareholders and additional equity financing to maintain essential levels of administration and corporate expenses required for a publicly traded company and provide working capital to conduct due diligence on any business or acquisition opportunities as they arise. There can be no assurance that the Company will be successful in identifying a business opportunity or securing financing.

These factors indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

Contractual Commitments

The Company has no contractual commitments.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has no proposed transactions.

Changes in Accounting Policies

There were no changes in accounting policies. A detailed summary of the Company's significant accounting policies is included in Note 3 to the June 30, 2024 audited annual financial statements.

Related Party Disclosures

Key management personnel include those persons having 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 Company's Board of Directors and executive officers.

(i) During the 2025 and 2024 periods the following amounts were incurred with respect to its officers and directors:

	2025	2024
	$	$
Nick DeMare - Interim CEO, CFO and Director	31,500	31,500
David Henstridge - Director	18,000	18,000
Harvey Lim - Director	18,000	18,000
	67,500	67,500

As at March 31, 2025 $198,500 (June 30, 2024 - $131,000) remained unpaid.

During the 2025 period the Company also recorded $3,960 (2024 - $nil) share-based compensation for share options granted to key management personnel.

(ii) During the 2025 period the Company incurred $9,000 (2024 - $13,709) with Chase Management Ltd. ("Chase"), a private corporation owned by Mr. DeMare, for accounting and administrative services provided by Chase personnel. As at March 31, 2025 $300 (June 30, 2024 - $1,150) remained unpaid.

During the 2025 period the Company also recorded $3,960 (2024 - $nil) share-based compensation for share options granted to Chase.

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(iii) A loan advance was provided by a former officer of the Company. The advance bears interest at the Bank of Canada prime rate plus 6%, with the principal and accrued interest payable on demand. During the 2025 period the Company recognized interest expense of $1,792 (2024 - $1,981) on the loan advance. As at March 31, 2025 a total of $31,341 (June 30, 2024 - $29,549) of principal and accrued interest remained outstanding.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares with no par value. As at May 20, 2025, there were 2,540,166 outstanding common shares, 275,000 warrants outstanding with an exercise price of $0.17 per common share and 180,000 share options outstanding with exercise prices ranging from $0.27 to $0.28 per common share.

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