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Avventura Resources Ltd. Management Reports 2026
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Management Reports
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
The following Management's Discussion and Analysis ("MD&A") is current as of February 2, 2026. This MD&A contains a review and analysis of financial results for Avventura Resources Ltd. (formerly Horwood Exploration Corp.; "Avventura" or "the Company") for the year ended September 30, 2025.
This MD&A supplements but does not form part of the audited financial statements of the Company and notes thereto for the three and twelve months ended September 30, 2025, and consequently should be read in conjunction with these documents.
All amounts both in the Company's financial statements and this MD&A are expressed in Canadian dollars. The reader is encouraged to review the Company's statutory filings on www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Although the forward-looking information contained in this MD&A is based upon what management believes to be reasonable assumptions, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Such forward-looking information is made as of the date of this MD&A and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.
DESCRIPTION OF BUSINESS
Avventura is a Canadian mining issuer existing under the Canada Business Corporations Act. The Company is principally engaged in the acquisition and exploration of mineral properties.
RECENT DEVELOPMENTS
On Aug. 25, 2025 the Company completed its initial public offering ("IPO"), concurrent non-brokered private placement and listing on the Canadian Securities Exchange.
The IPO comprised of 6.06 million common shares in its capital, 60,000 of which were sold pursuant to an overallotment option, at a price of 10 cents per share, for gross proceeds of $606,000. Concurrently with the closing of the IPO, the Company also closed a non-brokered private placement, consisting of 200,000 shares, at a price of 10 cents per share, for additional gross proceeds of $20,000. The net proceeds from the IPO and the concurrent financing are intended to be used for working capital and to carry out exploration of the Company's Horwood property.
Pursuant to an agency agreement dated May 27, 2025, Research Capital Corp. acted as agent for the IPO. In consideration for the services provided by the agent, the Company paid the agent a cash commission of $60,600 and a corporate finance fee of $32,000 plus GST. Additionally, the Company granted the agent and its selling group an aggregate of 606,000 compensation warrants. Each compensation warrant entitles the holder thereof to purchase one share at a price of 10 cents per share, exercisable on or before Aug. 25, 2027.
In connection with the concurrent financing, the Company paid the agent, who acted as a finder under the concurrent financing, a finder's fee consisting of $2,000 in cash and issued 20,000 non-transferable finder's warrants. Each finder's warrant entitles the holder thereof to purchase one share at a price of 10 cents per share until Aug. 25, 2027.
The shares were listed on the Canadian Securities Exchange on Aug. 22, 2025, under the symbol AA. Access to the Company's final long form prospectus dated May 27, 2025, and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment. The final prospectus is accessible on SEDAR+ and the shares issued in the IPO were offered pursuant to the final prospectus.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
On November 29, 2024 the Company completed, the acquisition of all the issued and outstanding shares of Avventura Resources (BC) Inc. ("Avventura BC"), in consideration for, the issuance of 13,575,001 common shares of Horwood Exploration Corp. to the shareholders of Avventura BC (the "Acquisition").
In conjunction with the completion of the Acquisition, the following individuals resigned from their positions with the Company: (i) Eric Allard as Chief Executive Officer; (ii) Véronique Laberge as Chief Financial Officer and a director; and (iii) Nicholas Coltura as a director.
The outgoing directors and management were succeeded by the following individuals:
- Anthony Balic, President and Chief Executive Officer
- Mark Lotz, Director, Chief Financial Officer and Corporate Secretary
- John Pallot, Director and Chairman
- John Hiner, Director
- Eric Allard, Director
As a result of the completion of the Acquisition, the former holders of Avventura BC common shares held approximately 52% of the issued and outstanding common shares of the Company and former holders of Horwood Exploration Corp. shares held approximately 48% of the common shares of the Company.
The Company cancelled 6,675,000 Warrants, such that it had 12,511,368 common shares and 2,000,000 warrants outstanding immediately prior to the closing of the Acquisition.
Avventura warrants outstanding immediately prior to closing of the Acquisition shall entitle the holder thereof to receive, upon exercise on or after the closing date, one half (1/2) of one (1) common share of the Company at an exercise price of $0.10 per share
The transaction was considered a reverse takeover ("RTO") as the legal acquiree's (Avventura Resources (BC) Inc.) former shareholders are expected to control the consolidated entity after completion of the RTO. Consequently, the financial statements of the Company and this Management's discussion and analysis reflect the position and results of operations of the continuing business, that of the former Avventura Resources (BC) Inc.
In conjunction with the completion of the Acquisition, the Company changed its name to Avventura Resources Ltd.
MINERAL PROPERTIES
The Company's mineral exploration portfolio comprises the following:
| Location | Mining claims | Approximate area in hectares | |
|---|---|---|---|
| Kabik Lake Project | Ontario | 9 unpatented (114 cells) | 2,290 |
| Horwood Property | Ontario | 407 | 20,350 |
Kabik Lake Project
On March 17, 2022 the Avventura BC entered into a mineral property option agreement to acquire a 100% undivided interest in the Kabik Lake Project (the "Property") situated in the Patricia Mining Division in the Province of Ontario.
Under the agreement, the Company has the option to earn the undivided 100% interest in the Property (subject to the Net Smelter Returns ("NSR") described below) by issuing a total of 200,000 common shares, making cash payments in aggregate amount of $75,000, and incurring an aggregate of $500,000 worth of exploration expenditures on the property as follows:
Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
| Common Shares | Cash | Exploration Expenditures | |
|---|---|---|---|
| # | $ | $ | |
| Upon signing the Option agreement (paid) | - | 10,000 | - |
| Upon listing of the Company's Common Shares on a Canadian Stock Exchange (the "Listing") (issued) | 200,000 | 15,000 | - |
| On or before the first anniversary of the Listing | - | 20,000 | 100,000 |
| On or before the second anniversary of Listing | - | 30,000 | 100,000 |
| On or before the third anniversary of the Listing | - | - | 300,000 |
| 200,000 | 75,000 | 500,000 |
The optionors will retain a 1.5% NSR on the Property. The Company has the right to purchase the first 0.5% of the royalty for $500,000. Upon such purchase, the Company will have the right of first refusal on the remaining 1% of the NSR.
Horwood Property, Ontario, Canada
On May 4, 2022, the Company signed an option agreement to acquire 100% interest in a property of 35 mining claims, 90 kilometers southwest of Timmins in the Sudbury District of Ontario at a price of $124,000 and 500,000 common shares of the Company.
| Common Shares | Cash | Exploration Expenditures | |
|---|---|---|---|
| # | $ | $ | |
| Upon signing the Option agreement (paid) | - | 24,000 | - |
| Upon listing of the Company's Common Shares on a Canadian Stock Exchange (the "Listing") | 500,000 | 25,000 | - |
| On or before the first anniversary of the Listing | - | 30,000 | |
| On or before the second anniversary of Listing | - | 45,000 | |
| 500,000 | 124,000 | - |
On January 8, 2026, the Company executed an amendment agreement to its existing option agreement dated May 4, 2022 (as previously amended on May 4th, 2023) with Gravel Ridge Resources Ltd. and 1544230 Ontario Inc. The amended agreement significantly expands the Company's mineral claim footprint in Horwood Township, located within the Timmins mining camp in northern Ontario, by adding additional mineral claims and revising certain economic terms under which Avventura may earn a 100% interest in the Horwood Property.
Under the terms of amendment, the Company is required to make payment and issue shares in accordance with the following schedule:
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
- $26,000 cash payment upon the signing of this Agreement (not paid);
- 500,000 common shares of the Optionee on the date of listing of the Optionee's common shares on the Canadian Securities Exchange (issued);
- issuance of 1,500,000 common shares of the Optionee on or before January 12, 2026, (issued)
- $74,000 cash payment on or before the first anniversary of the CSE Listing Date;
- $60,000 cash payment on or before the second anniversary of the CSE Listing Date; and
- $70,000 cash payment on or before the third anniversary of the CSE Listing Date.
Property Geology
The Horwood Property lies in the east-centre of the Swayze Greenstone Belt, a mafic-dominated swath of volcanics bounded by TTG-type granitoidal masses. It is mostly underlain by a thick package of mafic flows, autobreccias, pillows and minor variolitic flows, striking broadly northeasterly with dips varying from subvertical to about 40° westerly, around Hardiman Bay Minor ultramafic and intermediate to felsic volcanic phases as well as interflow type sediments are present. Mafic tuff units noted in several drill programs in the area may represent shear deformation. Gabbroic sills and stocks post-date this volcanosedimentary cycle and are intruded into the package, particularly southwest of Horwood Lake and around Stangiff Lake, and with some amount of structural control exhibited by a north-northeast fabric. An elongated biotite granodiorite stock, the Horwood Peninsula Pluton, crosses the northern part of the Property with a northeasterly trend. In places it is internally sheared and carries the north-northeasterly foliation (Wood 2005). Its northern limb is in contact with one of the aforementioned gabbroic stocks. Darke (1995) mentions quartz diorite and dioritic quartz-porphyry units in this area which may represent phases of the HPP or separate sills. Conversely, Dadson (1980) lists "Quartz Diorite (metagabbro)" as a major lithology in the Orofino area hinting that the affinity of different intrusive units requires further study.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
EXPLORATION PROGRAM
As of the Effective Date of the Technical Report, the Company has not completed any drilling on the Horwood Property.
Sampling Preparation, Analysis and Security
The Company initiated a rock sampling program at the company's Horwood Property, located to the southwest of Timmins, Ontario (Figure 1).
Figure 1. Regional location of the Horwood Property.
As part of the Company's ongoing exploration program at the Horwood Property, over 160 rock samples were collected during recent fieldwork and submitted to AGAT Laboratories for gold analysis. The results reported herein represent the first five (5) samples received from the laboratory, with additional assay results pending. One sample returned gold values exceeding the analytical detection limit and was subsequently re-assayed using gravimetric fire assay methods.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
Rock Sample Results (Grab Samples)
Sample F573209: 62.0 g/t Au
Sample F573212: 0.564 g/t Au
Sample F573210: 0.249 g/t Au
Sample F573211: 0.010 g/t Au
Sample F573208: 0.002 g/t Au
The sample returning 62.0 g/t Au was initially reported as >10.0ppm Au by ICP-OES and subsequently confirmed by gravimetric fire assay.
The Company cautions that grab samples are selective by nature and may not be representative of mineralization on the property as a whole. The reported results represent point samples only and should not be interpreted as indicative of the extent, continuity, or grade of mineralization.
| Kabik Lake Project $ | Horwood Property $ | Total $ | |
|---|---|---|---|
| Acquisition costs | |||
| Balance, September 30, 2023 and 2024 | 10,000 | - | 10,000 |
| Exploration and evaluation assets acquired | - | 24,000 | 24,000 |
| Option payments | 20,000 | 50,000 | 70,000 |
| Balance, June 30, 2025 | 30,000 | 74,000 | 104,000 |
| Exploration costs | |||
| --- | --- | --- | --- |
| Balance, September 30, 2023 | 138,541 | - | 138,541 |
| Geological services | 4,963 | - | 4,963 |
| Magnetic Survey | 1,563 | - | 1,563 |
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
| Balance, September 30, 2024 | 145,067 | - | 145,067 |
|---|---|---|---|
| Concession payments | - | 1,288 | 1,288 |
| Geological services | 820 | 159,158 | 159,978 |
| Assays | - | 6,308 | 6,309 |
| Balance, June 30, 2025 | 145,887 | 166,754 | 312,641 |
| Total mineral property costs | |||
| Kabik Lake Project | Horwood Property | Total | |
| $ | $ | $ | |
| Balance, September 30, 2024 | 155,067 | - | 155,067 |
| Balance, September 30, 2025 | 175,887 | 240,754 | 416,641 |
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
ASSETS
Cash
Cash on hand at September 30, 2025, was $369,744 (2024 - $34,948). The increase in the Company's cash position was the result of closing its IPO and concurrent financing netted by ongoing operating expenses for corporate administration and exploration expenses.
Exploration and evaluation asset
Exploration and evaluation assets increased to $416,641 as at September 30, 2025 (2024 - $155,067) as detailed by projects above. The increase is primarily the result of assets acquired in the reverse take over $24,000, value of shares issued for option payments $50,000 and $166,755 in capitalized expenditures.
SUMMARY OF QUARTERLY RESULTS
Below is a summary of the Company's recent quarterly results, prepared under International Financial Reporting Standards:
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Net loss | (81,129) | (89,272) | (53,794) | (810,486) |
| Basic and diluted loss per share | (0.00) | (0.01) | (0.01) | (0.03) |
| September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
| --- | --- | --- | --- | --- |
| Net loss | (123,438) | (15,231) | (19,755) | (21,535) |
| Basic and diluted loss per share | (0.02) | (0.01) | (0.01) | (0.01) |
Financial Performance
For the three months period ended September 30, 2025
Net loss for the three-month period ended September 30, 2025, was $81,129 (2024 - $123,438). The loss was lower than the comparative period in 2024 and comparative quarters in fiscal 2025 except Q2 2025, as the Company completed the RTO transaction in Q1 fiscal 2025 and filed its IPO in Q2 fiscal 2025 and incurred professional fees during the process. In the current quarter management was able to continue with regular business operations which includes exploration activities which are capitalized to the projects.
For the twelve months ended September 30, 2024
Net loss for the twelve-month period ended September 30, 2025, was $872,423 (2024 - $179,979). The loss was higher than the comparative period in 2024 as the Company completed the RTO transaction and filed its IPO in the current year and incurred a significant amount of professional fees during the process.
Cash Flows
Net cash used in operating activities during the twelve months ended September 30, 2025, was $49,160 (2024 - $99,858). The Company continues to strive to conserve cash outlays.
Net cash used in investing activities during the twelve months ended September 30, 2025, was $1,550 (2024 - $6,526) related to cash acquired as part of the RTO transaction netted by exploration activates.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
Net cash from financing activities during the twelve months ended September 30, 2025, was $376,506 (2024 - $86,714) related to cash raised as part of the IPO and concurrent financing along with receipt of the outstanding shares subscriptions receivable amount.
For the twelve months period ended September 30, 2025
Liquidity and Capital Resources
Total shareholders' equity as of September 30, 2025, was $349,065 as follows:
| Share Capital | $ 1,255,308 |
|---|---|
| Reserves | 191,335 |
| Contributed surplus | 54,782 |
| Deficit | (1,152,360) |
| Balance as of September 30, 2025 | 349,065 |
The Company ended the period with cash of $360,744, an increase of $325,796 from the prior year end.
There was a working capital deficiency of $67,576 as at September 30, 2025 (2024 – deficit of $39,851).
The Company does not generate cash flows from operations and will need to raise additional funds through the issuance of shares. Although, the Company has been successful in raising funds in the past there can be no assurance that it will be able to raise sufficient funds in the future, in which case it may be unable to meet obligations in the normal course of business. These factors may cast significant doubt regarding the Company's ability to continue as a going concern. Should the Company be unable to discharge liabilities in the normal course of business, the net realizable value of its assets may be materially less than amounts on the statement of financial position.
Information on Outstanding Securities
As at September 30, 2025, the Company had 34,141,999 common shares outstanding and 8,285,835 share purchase warrants. As at the date of this report, the Company had 35,641,999 common shares outstanding and 8,285,835 share purchase warrants.
During the year ended September 30, 2025, the Company had the following transactions:
On October 1, 2024, under a Share Exchange Agreement, the Company cancelled 6,675,000 warrants, resulting in 12,511,368 common shares and 2,000,000 warrants outstanding. The Company acquired all outstanding shares of Avventura Resources (BC) Inc. by issuing 13,575,001 Avventura Resources Ltd. common shares to its shareholders.
On February 18, 2025, the Company issued 1,095,630 common shares, to settle $109,563 of legal fees due to a related party.
On August 25, 2025 the Company completed its initial public offering (the "IPO") of 6,060,000 common shares, 60,000 of which were sold pursuant to an over-allotment option, at a price of $0.10 per common share for gross proceeds of $606,000. Concurrently with the closing of the IPO, the Company also closed a non-brokered private placement consisting of 200,000 common shares at a price of $0.10 per common share for additional gross proceeds of $20,000 (the "Concurrent Financing"). Pursuant to an agency agreement dated May 27, 2025 with the Company, Research Capital Corporation acted as agent (the "Agent") for the IPO. In consideration for the services provided by the Agent, the Company paid the Agent
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
a cash commission in the amount of $60,600 and a corporate finance fee of $32,000. Additionally, the Company granted the Agent and its selling group an aggregate of 606,000 compensation warrants. Each compensation warrant entitles the holder thereof to purchase one common share at a price of $0.10 per Share, exercisable on or before August 25, 2027. In connection with the Concurrent Financing, the Company paid the Agent, who acted as a finder under the Concurrent Financing, aggregate finder's fees consisting of $2,000 in cash and issued 20,000 nontransferable finder's warrants. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.10 per common share until August 25, 2027. The Company also incurred $50,831 in transaction costs related to the IPO.
Subsequent to year end the Company had the following transactions:
On January 21, 2026, the Company issued 1,500,000 common shares as part of the amended Horwood option agreement.
Table below provides a summary of the warrants outstanding as at the date of this report:
| Expiry Date | Number of warrants | Weighted Average exercise price |
|---|---|---|
| April 8, 2027 | 1,000,000 | $0.10 |
| May 2, 2027 | 1,000,000 | $0.10 |
| August 25, 2028 | 5,845,000 | $0.10 |
| August 25, 2027 | 606,000 | $0.10 |
| 8,451,000 | $0.10 |
Stock Options
The Company does not have any outstanding stock options.
Commitments and Contingencies
The Company is committed to certain cash payments, common share issuances and exploration expenditures as described in the Business Overview.
Related Party Transactions
Related parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Key management includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").
Legal fees are incurred with a firm controlled by a family member of the CFO.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
The Company incurred the following key management personnel cost from related parties during the year ended September 30th:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| CFO fees (company controlled by former CFO) | 34,194 | 44,826 |
| Legal and filings fees (company controlled by relative of the former CFO) | 64,501 | 61,840 |
| Rent (company controlled by former CEO) | 9,937 | 6,863 |
| Management fees (company controlled by former CEO) | 20,897 | 32,603 |
| 129,529 | 146,132 |
As at September 30, 2025, included in the accounts payable and accrued liabilities balance is a total of $129,983 (2024 - $10,318) was owed to related parties.
On February 18, 2025, the Company issued 1,095,630 common shares, to settle $109,563 of legal fees due to a related party.
During the year ended September 30, 2025, the Company incurred $208,402 (2024 - $61,840) in legal and filing fees due to a related party, of which $143,901 (2024 - $nil) was recorded as share issuance costs incurred in the IPO.
The reverse take-over acquisition described earlier is considered to be a related party transaction as there are significant common shareholders between the Avventura Resource (BC) Inc. and Avventura Resources Ltd.
Disclosures
This MD&A supports information disclosed in the Company's condensed interim financial statements. More information regarding the Company's mineral right interests can be found under Note 4 of the Company's condensed interim financial statements for the current reporting period.
Commitments
The Company is required to make the following payments under the terms of its mineral property agreements.
Under the terms of Second amendment, the Company is required to make payment and issue shares in accordance with the following schedule:
- $26,000 cash payment upon the signing of this Agreement (not paid);
- 500,000 common shares of the Optionee on the date of listing of the Optionee's common shares on the Canadian Securities Exchange (issued);
- issuance of 1,500,000 common shares of the Optionee on or before January 12, 2026 (issued)
- $74,000 cash payment on or before the first anniversary of the CSE Listing Date;
- $60,000 cash payment on or before the second anniversary of the CSE Listing Date; and
- $70,000 cash payment on or before the third anniversary of the CSE Listing Date.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
Critical Accounting Estimates
The preparation of condensed interim consolidated financial statements in conformity with IFRS accounting standards requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders' equity, and the disclosure of contingent assets and liabilities as at the date of the condensed interim financial statements, and expenses for the periods reported.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, which could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
a. The recoverability of receivables, prepayments and deposits that are included in the consolidated statements of financial position.
b. The fair value of stock options, warrants and compensation options which requires the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments.
c. The fair value of restricted share units which requires the estimation of the number of awards likely to vest on grant and at each reporting date up to the vesting date.
d. The fair value of the investment for which a quoted market price in an active market is not available.
e. The recoverability of deferred tax assets based on the assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions.
f. The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and to meet its liabilities for the ensuing year involves significant judgment
g. based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. (g) The classification and allocation of expenses as exploration and evaluation expenditures or operating expenses.
Accounting Policies
The accounting policies followed by the Company are set out in Note 2 to the accompanying consolidated condensed interim financial statements for the twelve months ended September 30, 2025.
Risk Factors
Readers are cautioned that the risk factors discussed above in this MD&A are not exhaustive. Readers should also carefully consider the matters discussed under the heading, "Forward Looking Information", in this MD&A.
Internal Controls Over Financial Reporting ("ICFR")
There were no changes in the Company's internal control over financial reporting during the period from September 30, 2024, to September 30, 2025, that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.
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Avventura Resources Ltd. (formerly Horwood Exploration Corp.)
Management's discussion and analysis
For the year ended September 30, 2025
Risk Factors
Readers are cautioned that the risk factors discussed above in this MD&A are not exhaustive. Readers should also carefully consider the matters discussed under the heading, "Risk Factors", in the Company's Final Prospectus filed on www.sedarplus.ca.
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