AI assistant
Auscan Resources Inc. — Management Reports 2026
Feb 6, 2026
43403_rns_2026-02-06_d117df0d-69e0-4053-9832-b6add27880d3.pdf
Management Reports
Open in viewerOpens in your device viewer
{0}------------------------------------------------
AUSCAN RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED DECEMBER 31, 2025
This discussion and analysis of financial position and results of operation is prepared as at February 6, 2026 and should be read in conjunction with the unaudited financial statements and the accompanying notes for the six months ended December 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 ("IFRS") 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 forwardlooking 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. 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
{1}------------------------------------------------
Selected Financial Data
The following selected financial information is derived from the unaudited condensed interim financial statements of the Company.
| Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Dec. 31 2025 \$ |
Sep. 30 2025 \$ |
Jun. 30 2025 \$ |
Mar. 31 2025 \$ |
Dec. 31 2024 \$ |
Sep. 30 2024 \$ |
Jun. 30 2024 \$ |
Mar. 31 2024 \$ |
|
| Operations: | ||||||||
| Revenues | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Expenses | (35,159) | (92,734) | (28,872) | (35,142) | (38,112) | (26,726) | (28,665) | (30,215) |
| Other items | (212) | 200 | (415) | (410) | (248) | (260) | 49,829 | (90) |
| Net (loss) income | (35,371) | (92,534) | (29,287) | (35,552) | (38,360) | (26,986) | 21,164 | (30,305) |
| Basic and diluted (loss) income per share |
(0.01) | (0.03) | (0.01) | (0.02) | (0.02) | (0.00) | 0.01 | (0.01) |
| Dividends per share | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Balance Sheet: | ||||||||
| Working capital (deficit) | (74,790) | (39,419) | (232,780) | (212,243) | (195,171) | (156,811) | (129,825) | (150,989) |
| Total assets | 28,759 | 53,294 | 30,548 | 23,165 | 24,808 | 29,761 | 32,175 | 39,558 |
| Total long-term liabilities | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Results of Operations
Results for the eight quarters reported in the table above reflect minimal operating costs as the Company focusses on securing a business or mineral property to acquire or invest in. Variances in general and administrative expenses are effected by ongoing accounting and administrative activities, regulatory requirements such as costs associated with auditing and filing of the Company's year-end financial statements and the timing of share option grants and the resultant share-based payment compensation expense.
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
During the three months ended December 31, 2025 ("Q2/2026") the Company reported a net loss of \$36,371 compared to a similar net loss of \$38,360 during the three months ended December 31, 2024 ("Q2/2025"). No significant variances occurred.
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
During the six months ended December 31, 2025 (the "2025 period") the Company reported a net loss of \$127,905 compared to a net loss of \$65,346 for the six months ended December 31, 2024 (the "2024 period"), an increase in loss of \$62,559. The increase is primarily due to a \$63,055 increase in general administrative expenses, from \$64,838 during the 2024 period compared to \$127,893 during the 2025 period. During the 2025 period the Company:
- (i) recognized \$49,780 (2024 \$nil) share-based compensation on the granting of share options;
- (ii) incurred \$13,500 (2024 \$6,500) for accounting and administration. See "Related Parties Disclosure";
- (iii) incurred legal fees of \$2,453 (2024 \$nil). During the 2025 period the Company incurred services for general corporate matters; and
- (iv) incurred \$8,000 (2024 \$7,200) for the audit of the Company's year-end financial statements.
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 \$917 compared to \$682 during the 2024 period.
Financings
During the 2025 period the Company completed a non-brokered private placement and issued 1,500,000 common shares for total gross proceeds of \$238,800.
No financings were conducted during the 2024 period.
{2}------------------------------------------------
Financial Condition / Capital Resources
As at December 31, 2025, the Company had a working capital deficit of \$74,790 and an accumulated deficit of \$5,146,740. 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, 2025 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 period the following amounts were incurred with respect to its officers and directors:
| 2025 \$ |
2024 \$ |
|
|---|---|---|
| Nick DeMare - Interim CEO, Interim CFO, Corporate Secretary, Director |
21,000 | 21,000 |
| David Henstridge - Director |
12,000 | 12,000 |
| Harvey Lim - Director |
12,000 | 12,000 |
| 45,000 | 45,000 |
As at December 31, 2025 \$50,500 (June 30, 2025 - \$221,000) remained unpaid.
During the 2025 period the Company also recorded \$32,680 (2024 - \$nil) share-based compensation for share options granted to key management personnel.
- (ii) During the 2025 period the Company incurred \$13,500 (2024 \$6,500) with Chase Management Ltd. ("Chase"), a private corporation owned by by Mr. DeMare, for accounting and administrative services provided by Chase personnel. As at December 31, 2025 \$nil (June 30, 2025 -\$1,000) remained unpaid.
- (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 \$931 (2024 - \$1,213) on the loan advance. During the 2025 period a private company associated with a director of the Company provided a \$15,000 loan advance. This advance is non-interest bearing and is payable on demand. As at December 31, 2025 a total of \$52,843 (June 30, 2025 - \$36,912) of principal and accrued interest remained outstanding.
{3}------------------------------------------------
(iv) During the 2025 period directors of the Company, close family members and associated corporations purchased a total of 1,250,000 units of the 15,000,000 unit private placement.
Outstanding Share Data
The Company's authorized share capital is unlimited common shares with no par value. As at February 6, 2026, there were 4,075,166 outstanding common shares, 750,000 warrants outstanding with exercise prices ranging from \$0.20 to \$0.24 per common share and 262,000 share options outstanding with an exercise price of \$0.28 per common share.