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Bathurst Metals Corp. Management Reports 2025
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Management Reports
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BATHURST METALS CORP.
Management's Discussion and Analysis
For the Six Months Ended March 31, 2025
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.1 DATE
This management's discussion and analysis ("MD&A") of the financial condition and operating results of Bathurst Metals Corp. ("Bathurst" or the "Company") for the six months ended March 31, 2025 is derived from and should be read in conjunction with the Company's unaudited financial statements for the period ended March 31, 2025, as publicly filed on Sedar at www.sedarplus.ca.
The Company prepared the unaudited financial statements and note disclosures for the period ended March 31, 2025 in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
This MD&A complements and supplements but does not form part of the Company's unaudited financial statements.
All dollar amounts contained herein are expressed in Canadian dollars unless otherwise stated.
Cautionary Note to Investors Concerning Forward-looking Statements
Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "plans", "intends", "anticipates", "should", "estimates", "expects", "believes", "indicates", "suggests" and similar expressions.
This MD&A contains forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business, and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Examples of specific risks associated with the operations of the Company are set out under "Risk Factors". Actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements.
All forward-looking statements have been made subject to risk factors set out starting on page 24 of this MD&A.
This MD&A has been prepared using information as of May 27, 2025 and approved by the Board on May 27, 2025.
QUALIFIED PERSON
The scientific and technical information contained in this MD&A has been reviewed and approved by Lorne Warner, President, Director and P.Geo, a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").
2
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW
Bathurst Metals Corp. is an exploration stage company engaged in the business of acquiring and exploring mineral property interests. If warranted, developing mineral resource properties, and placing such properties into production. The Company is a reporting issuer in British Columbia and Alberta. The Company is also listed on the TSX Venture Exchange under the symbol BMV and in the US under the symbol “BMVVF” as an OTC (Over-The-Counter) equity.
Additional information related to the Company is available on the regulatory filings website SEDAR at www.sedarplus.ca and the Company's website at www.bathurstmetalscorp.com
The Company's operations are primarily funded by equity subscriptions and short-term loans. Future capital requirements will depend on many factors including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of capital stock to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Inability to secure future financing would have a material adverse effect on the Company's business, results of operations and financial condition. The Company has currently been successful in obtaining financing to provide it with the working capital to meet its financial obligations, exploration and development commitments, and operations.
Properties
The Company's properties are surrounded by significant gold mines and deposits, these include:
TURNER LAKE PROPERTY
SOUTH – B2 GOLD Corp, Back River Gold Project approximately 150 kilometres south is in development stage, Archean Iron Formations hosting a current compliant proven/probable reserve of over 3.5 million ounces gold, over 5.0 million ounces of measured and indicated resources and over 2.0 million ounces of gold in inferred resources. Their operational port facility is only about 35 kilometres from Turner Lake.
EAST - TMAC Resources on east side of Bathurst Inlet, about 100 kilometres east from Turner Lake has been in operation for several years as of 2017 has over 2.5 million ounces of proven/probable gold reserves, over 5 million ounces of measured and indicated resources and 1.85 million ounces of inferred gold resources.
WEST – Ulu Gold deposit owned by Blue Star Gold Corp. about 65 kilometres west has current measured and indicated resource of 605,000 of gold at an average grade of 7.53 g/tonne.
PEERLESS PROPERTY
SOUTH-WEST – Talisker Resources, Bralorne – The Pioneer Mine, approximately 25 km south-west is in development after shutting down in 1971 having produced 4.2 Moz gold. Currently the company has stated the property has 1.7 M oz gold resource estimate.
SOUTH – Endurance Gold Corp – The Reliance Project, approximately 15 km south and is in exploration stage, is interpreted to host a shallow-level orogenic gold system. Gold mineralization is directly related to varying amounts of arsenopyrite, stibnite and pyrite as sulphide replacement and multigenerational breccias. Since the 2020 discovery of the Eagle Zone, the Company has completed 84 RC drill holes and 82 diamond drill holes along a 1.5 km strike of the Royal Shear host resulting in numerous high-grade gold intercepts over significant core lengths.
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Figure 1 – Advanced Staged Peerless, Turner Lake and Muskox Properties and projects owned by Bathurst: Gela and McAvoy Projects are early stage projects in the Turner Lake Area.
TED/Turner Lake Project
Turner Lake Project – Nunavut, Canada
On September 11, 2018, the Company entered into an agreement with Canadian Palladium Resources Inc. (formerly Declan Cobalt Inc.) (the "Vendor") to purchase a 100% interest in the T1 mineral claim on the Turner Lake Project ("Turner Lake") located in Nunavut. Under the terms of the agreement, the Company agreed to purchase a 100% right title and interest in Turner Lake in exchange for 1,000,000 pre-consolidation) common shares (issued on July 28, 2020 at a fair market value of $45,000) of the Company which were delivered to the Vendor within 10 days after the Company receives regulatory approval (the "Completion Date"). There is a 1% net smelter return ("NSR") reserved on only the T1 mineral claim by the original property owners of Turner Lake, which may be purchased for $1,000,000 (cash) at any time after commercial production.
The Company then staked the T2/T3 mineral claims as part of the Turner Lake on November 16, 2019.
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Turner Lake Project– Nunavut, Canada (continued)
Turner Lake currently covers 4,428.49 hectares hosting Archean Age, shear hosted zones called the Main and East Gold Zones and the Proterozoic Age, Nickel Knob massive sulphide mineral deposits. Turner Lake as produced good gold grades along significant drill lengths providing a basic understanding of the strike, dip, and plunge of the gold mineralization has the Main Gold Zone ready for a grid pattern drill program which eventually will lead quickly to an NI 43-101 resource study.
The East Gold Zone is approximately 2.0 kilometres east of the Main Gold Zone along the same strike. Grab rock samples have returned up to 31.0 grams/tonne gold and the zone has not been drill tested.
The Nickel Knob Massive Sulphide Deposit is approximately 1.9 kilometres south of the Main Gold Zone and has had only limited drill testing consisting of five diamond drill holes. All holes encountered massive sulphides with the best intercept recorded being 1.81% copper, 1.64% Nickel over 14.0 metre core length.
The Main Gold Zone is drill ready, proposed diamond drilling will test the zone on a 50 x 50 metre pattern with the plan to conduct an NI 43-101 resource study upon its completion.
The Company continues to maintain its claims in good standing. The Company continues working with the Nunavut Authority to ensure that the required work programs for the Turner Lake Project are compliant as to content and timing.
The TED Project ("TED") was acquired by staking on February 1, 2021 the T4-T6 mineral claims covering 2,643.98 hectares. The company's 100% owned property is adjacent to the company's 100% owned Turner Lake Project. These projects are located approximately 60 kilometers north-northwest of the community of Bathurst Inlet in the Kitikmeot District of western Nunavut, Canada. The project area covers an eight (8) kilometres strike length of iron formations contained within upper greenschist to lower amphibolite facies.
The TED Project covers an eight-kilometre strike length of iron formations contained within upper greenschist to lower amphibolite facies, Archean Age Yellowknife Supergroup metasediments.
The Company continues to maintain its claims in good standing. The Company continues working with the Nunavut Authority to ensure that the required work programs for the TED Project are compliant as to content and timing.
The TED Project claims (T4, T5 and T6) are in good standing until February 1, 2026.
McAvoy Project– Nunavut, Canada
The 100% Company owned McAvoy Lake Project ("McAvoy") consists of one (1) claim block that covers 1,091.125 staked hectares. The M1 claim was part of the option agreement dated September 11, 2018 with Declan Cobalt Inc. (as described in the Turner Lake Project section above). The M2/M3 mineral claims were staked by the Company on November 17, 2019, and during fiscal 2023 management allowed these two (2) claims to lapse.
In August 2021, geologists visited the site completing geological mapping and structural analysis along the shear zone and over the Archean Age intrusive. Rock samples were also collected in one area where the intrusive is in contact with the shear zone. During July 2023 an additional 12 grab, rock samples were collected along a north-south trending shear zone containing quartz-carbonate veining with mainly pyrite and minor arsenopyrite mineralization. Arsenic values of over 1% were obtained with the highest gold value being 1.74 g/t.
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
McAvoy Project– Nunavut, Canada (continued)
The Company continues working with the Nunavut Authority to ensure that the required work programs for the McAvoy Lake Project are compliant as to content and timing.
The McAvoy Lake Project mineral claim is in good standing until November 9, 2025.
Gela Lake Project– Nunavut, Canada
The 100% Company owned Gela Lake Project ("Gela") consisted of one (1) claim block that cover 1,557.65 staked hectares, originally staked on November 17, 2019; the Company allowed one (1) claim to lapse during the fiscal year ended September 30, 2023.
Fieldwork during August 2021, focused on only the south-central portion of the project area along both the eastern and western flanks of the monzogabbro intrusive in contact with Archean metasediments and volcanics. Assay results from 10 rock grab samples showed consistent higher-grade copper, bismuth, and molybdenum values along the western contact of the intrusive where the Bathurst fault is projected to occur.
Fieldwork in July 2023 focused on the central and northern areas of the project along the western side details of the fieldwork are as follows:
80 soil samples were collected along the eastern flank of the Monzogabbro intrusive body where the regional Bathurst Fault is projected to occur. The soil samples were collected at 25-meter intervals and at various depths based on the soil profiles.
Soil sample assay results confirmed the soil profiles can be used to determine areas of interest, as outcrop is limited away from the intrusive body and along the projected Bathurst Fault trend. The occurrence of Au + Bi together often indicates a structurally controlled setting and implicates the Bathurst Fault as a possible conduit and possible trap for mineralized fluids to migrate to the surface. Along with gold and bismuth, notable concentrations of copper were also found in both soils and rock samples. Additionally, higher concentrations of cobalt were also noted in two rock samples and were also coincident with elevated gold and silver concentrations. The mineralized trend can be traced for over 2 km in a north-south direction directly overlying the surface trace of the Bathurst Fault. The soil sampling found coincident gold/silver/copper/bismuth mineralization.
10 rock grab samples were collected mainly from quartz+/- carbonate, bearing, sub-vertical structures with widths in excess of 4 metres in some areas and trending over 300 metres. Visible copper mineralization in the form of chalcopyrite and minor bornite was noted in most samples with rare cobalt blooms. Significant gold concentrations were also obtained in some samples with a moderate correlation to silver. High bismuth concentrations also show a positive correlation with copper and silver.
Mineralization observed consists mainly of structural controlled chalcopyrite within quartz and quartz-carbonate veins hosted within sheared monzodiorite and/or Archean metavolcanics/sediments.
During the quarter, the Company entered into a binding terms agreement whereby Quinto Resources Inc. ("Quinto") (an arms-length third party) has the exclusive working right and option to acquire a 100% undivided interest in the Company's Gela Lake Project.
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Gela Lake Project– Nunavut, Canada (continued)
As consideration the Company will receive:
- $15,000 cash (received October 18, 2024);
- 500,000 common shares of Quinto, upon Quinto going public;
- 1,000,000 common shares of Quinto, on or before first (1st) anniversary of Quinto going public,
- 1,500,000 common shares of Quinto, on or before the second (2nd) anniversary of Quinto going public.
The Company incurred commission fees of 10% of the cash received ($1,500 paid November 29, 2024) and will be required to transfer 10% of the 500,000 common shares of Quinto, when the Option closes.
Quinto is required to conduct exploration programs on the property to the extent that the Gela Lake Property is kept in good standing.
The Gela Lake Project mineral claim is in good standing until December 9, 2025.
McGregor/Speers Lake Project
McGregor Lake Project – Nunavut, Canada
The 100% Company owned McGregor Lake Project ("McGregor") consists of 11 claim blocks that cover approximately 13,709.24 staked hectares, physically staked on September 1, 2020.
The summer 2021 fieldwork consisted of geological mapping, rock sampling and structural analysis. Data compilation of historic data (collected and processed by Adriana Resources Ltd (2005-2008) and MIE Metals Corp (2009 – 2018)) has provided an additional model for mineralization at the McGregor and this data will be layered into the future modeling on McGregor.
The Company continues working with the Nunavut Authority to ensure that the required work programs for the McGregor Lake Project are compliant as to content and timing.
The McGregor Lake Project claims are in good standing until September 25, 2025.
Speers Lake Project – Nunavut, Canada
The 100% Company owned Speers Lake Project ("Speers") consisted of one (1) claim block that covers approximately 875 staked hectares, originally staked on November 5, 2020.
The Company continues working with the Nunavut Authority to ensure that the required work programs for the Speers Lake Project are compliant as to content and timing.
The Speers Lake Project claim is in good standing until September 25, 2025.
On March 21, 2023, with the Company entering into the option agreement with SPC Nickel Corp. ("SPC") granting SPC the exclusive and irrevocable right and option to acquire a 100% undivided legal and beneficial interest in the McGregor Lake and Speers Lake Projects; under the amendment to the option agreement date December 30, 2023, SPC must pay $1,350,000 in cash and issue to the Company 7,500,000 SPC common shares over a period ending on or before March 21, 2027.
Under the terms of the option agreement, SPC continues to maintain the claims in good standing on behalf of the Company. SPC has confirmed that they continue to work with the Nunavut Authority to ensure that the required work programs for the McGregor/Speers Projects are compliant as to content and timing. SPC provided support that the MacGregor and Speers Lake Projects are in good standing to September 25, 2025.
7
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Muskox Reef – Nunavut, Canada
With an effective date of August 1, 2022, the Company entered into an agreement with Nunavut Tunngavik Incorporated to obtain 100% interest in the minerals within, upon or under Inuit Owned Mineral Title Lands parcel CO-62 comprising approximately 10,433 hectares. The effective date was triggered by the first payment made on October 1, 2022.
The property is immediately to the north of the Company's 100% owned Speers Lake property and is approximately 100 km south of Kugluktuk in Nunavut. The Mineral Exploration Agreement includes the Inuit Owned Lands Mineral Production Lease, which sets out the details of a 12% net profits royalty.
In determining the net profits, the available deductions which can be deducted from gross revenue in each year will be limited to 70% of gross revenues.
Middle of July 2023 fieldwork was undertaken to locate and sample the Muskox Reef. A total of 19 grab, rock samples were collected for analysis. Almost all rock samples returned copper values over 0.1% with the highest being 1.62%.
Under the terms of the option agreement, SPC continues to maintain the claims in good standing on behalf of the Company. SPC has confirmed that they continue to work with the Nunavut Authority to ensure that the required work programs for the Muskox Reef claims are compliant as to content and timing. SPC provided support that the Muskox Reef claims are in good standing to July 1, 2025. On March 13, 2025, the agreement was terminated and the costs incurred of $98,907 were written off during the period ended March 31, 2025.
U1 (U) - Nunavut, Canada
The Company acquired the U1 by staking a 100% interest in the U1 mineral claim that covers 960.39 hectares. The property covers three known uranium occurrences with values reported up to 0.95% uranium as indicated in the Nunavut assessment report database. The uranium mineralization is typically fracture controlled, pitchblende and uranophane associated with quartz plus/minus galena hosted in Hornby group sandstones. The U1 claim is in close proximity to the company's McGregor Lake claims, being only 4 kilometres to the east. Middle July 2023 fieldwork was initiated on the claim. A total of 8 rock samples were collected and analyzed. The highest uranium grade obtained in a grab sample returned 0.042% U.
In January 2024, following the results of the 2023 fieldwork, management decided to allow the U1 claim to lapse (January 19, 2024) and allocate the available exploration funds to other projects within the Company's portfolio. A total of $8,676 was recognized as impairment expense for the lapsed claim during the 2023 fiscal year.
Peerless Property, British Columbia, Canada
On January 30, 2023 ("effective date"), the Company entered into a definitive Option Agreement with an arm's length vendor BCT Holdings Corp. (the "Vendor") to acquire an undivided 100% interest in 12 mineral claims covering 5,500.43 hectares located in the Bridge River Mining Camp of British Columbia, known as the Peerless Mineral Claims (the "Peerless Property", the "Claims"). Since the effective date, the agreement has been amended on July 31, 2024. The Company shall have the right to acquire 100% of the interest of the Claims by making total cash payments of $500,000, incurring not less than $2,700,000 in expenditures and issuing 7,500,000 common shares of the Company, over a period of 54 months from the effective date (previously 48 months from the effective date).
The Peerless Property consists of 12 mineral claims covering 5,500.43 ha. and is located approximately 8.7 kilometres on a bearing of 24.1 degrees from the village of Gold Bridge, B.C. Historical, documented exploration started in 1984 when Warstar Resources completed a program of geological mapping and soil sampling, locating
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Peerless Property, British Columbia, Canada (continued)
a series of strong arsenic, antimony and gold anomalies. Continued work on the project including bulldozer trenching and backhoe trenching revealed two gold bearing shear zones called the Alpha and Beta Zones in close proximity to the Peerless Showing; an additional eight (8) diamond drill holes for a total of 1,725 feet (525.7 meters). Revealing disseminated pyrite and lenses of massive pyrite, galena and sphalerite up to 30 cm in thickness. During November 1987, Manhattan Minerals drilled 22 reverse circulation holes for a total of 2,226.5 metres with gold grades of 1.70 oz/ton and silver grades of 5.86 oz/ton encountered in the Beta Zone RC Hole 87-8 from 65-70 feet.
Exploration crews have successfully completed Bathurst Metals Corp.'s spring soil sampling and ground magnetic survey program on the Peerless property located in the Goldbridge mining camp, in south-central British Columbia. Field crews collected a total of 200 soil samples in an area of altered, up thrusted ultramafics. Crews also performed 15.5 line kilometres of ground magnetic surveying. The new lines were laid out to infill between recently completed 53 kilometres of ground magnetic surveys. Soil sampling and geophysical survey work were completed between May 29, 2023, and June 8, 2023.
Historic soil sampling and drilling assay results from the property have shown significant gold concentrations associated with the altered ultramafics. The best assay results correlate with northeast and east-west-trending structures. The just completed ground magnetic survey, better delineates the magnetic ultramafics and will also be used to map out any structural offsets in the ultramafics. Assay results indicated from anomalous gold in soil concentrations occurring along the structurally controlled contacts of inferred ultramafics.
The company announced on March 19, 2024 the completion of a diamond drilling program on the Peerless Project, testing the Beta Zone area. The program entailed the completion of 4 HQ size diamond drill holes for a total of 702.0 metres. Mineralization consisted mainly of fracture controlled to semi-massive arsenopyrite, pyrite, galena, sphalerite associated with quartz veins, quartz-carbonate veining, micro-veining, and areas of extensive silica flooding. Strong clay alteration is also occurring in close proximity to the sulphide mineralization. Mineralization is hosted mainly within brecciated and listwanite altered (carbonate, serpentine, talc, ± mariposite/fuchsite) ultramafics, sparse feldspar porphyry dykes and carbonatized felsic dykes. Assay results are still pending.
A five (5) year drill permit by the British Columbia Ministry of Mines for the property was granted.
The Peerless mineral claims are in good standing until July 15, 2027.
Kannika Claims Option, British Columbia, Canada
The Kannika gold project consists of five mineral claims covering 1,887.04 hectares, located approximately 60 kilometres southeast of Vernon, B.C., with access to the project via paved and gravel roads.
Historically, the project has seen some activity when, between 1899 and 1927, four shallow shafts and several surface cuts were opened on the property to take advantage of several high-grade gold showings. The miners followed veins up to 1.8 metres wide and had assays up to 52.8 grams per tonne gold and 274 g/t silver with total production for this period being approximately 99 tonnes of ore as reported by the minister of mines. Production between 1935 and 1938 totaled 99 tonnes yielding 2,022 grams of gold and 10,295 grams of silver.
Mineralization is considered to be a mesothermal-type deposit, hosted in four parallel quartz veins, that can be traced in the host granitic rocks for over 3.2 kilometres. The veins average 90 centimeters in width with local swells up to 180 centimeters wide and carry pyrite, small amounts of native gold, galena and sphalerite.
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.2 BUSINESS OVERVIEW (continued)
Kannika Claims Option, British Columbia, Canada (continued)
Recent, systematic exploration has not been undertaken on the property. Soil and rock geochemical, geophysical surveys and detailed geological mapping will be undertaken by the company over the entire project area.
The Kannika claims are in good standing until December 10, 2025.
1.3 SELECTED ANNUAL INFORMATION
Not applicable for interim MD&A.
1.4 DISCUSSION OF OPERATIONS
The Company's business is in the exploration, evaluation and development of mineral properties currently focused in Nunavut and British Columbia, Canada. The Company attempts to be in a 100% ownership position, to allow for it to manage its capital resources for the betterment of all stakeholders.
The Company has identified additional properties in the proximity of the Turner Lake Project and continues to maintain these properties in good standing.
10
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
The Company incurred the following development and exploration expenditures (recoveries):
| Acquisition Costs | Gela Lake | McAvoy | TED/ Turner | McGregor/ Speers Lake | U1 | Muskox Reef | Peerless | Kannika | Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance, September 30, 2019 | $ - | $ - | $ - | $ - | $ - | $ - | $ - | $ - | $ - |
| Option payments | - | - | 46,721 | - | - | - | - | - | 46,721 |
| Share issuances | - | - | 45,000 | - | - | - | - | - | 45,000 |
| Transaction costs | - | - | 2,675 | - | - | - | - | - | 2,675 |
| Staking | 9,436 | 9,436 | 9,436 | - | - | - | - | - | 28,308 |
| Balance, September 30, 2020 | 9,436 | 9,436 | 103,832 | - | - | - | - | - | 122,704 |
| Staking | - | - | 9,141 | 4,509 | - | - | - | - | 13,650 |
| Balance, September 30, 2021 | 9,436 | 9,436 | 112,973 | 4,509 | - | - | - | - | 136,354 |
| Option payment | - | - | - | - | - | 10,933 | - | - | 10,933 |
| Staking | - | - | - | - | 3,382 | - | - | - | 3,382 |
| Balance, September 30, 2022 | 9,436 | 9,436 | 112,973 | 4,509 | 3,382 | 10,933 | - | - | 150,669 |
| Option payment | - | - | - | - | - | 20,866 | 51,500 | - | 72,366 |
| Shares issued for option agreement | - | - | - | - | - | - | 211,500 | - | 211,500 |
| Transaction costs | - | - | - | 6,152 | - | - | 21,816 | - | 27,968 |
| Impairment | - | - | - | - | (3,382) | - | - | - | (3,382) |
| Sale of property | - | - | - | (10,661) | - | - | - | - | (10,661) |
| Balance, September 30, 2023 | 9,436 | 9,436 | 112,973 | - | - | 31,799 | 284,816 | - | 448,460 |
| Option payment | - | - | - | - | - | - | 25,000 | 1,500 | 26,500 |
| Shares issued for option agreement | - | - | - | - | - | - | 67,500 | 127,500 | 195,000 |
| Transaction costs | - | - | - | - | - | - | 1,605 | 10,699 | 12,304 |
| Balance, September 30, 2024 | $9,436 | $9,436 | $112,973 | $ - | $ - | $31,799 | $378,921 | $139,699 | $682,264 |
| Option payment | - | - | - | - | - | - | 20,000 | - | 20,000 |
| Transaction costs | 2,675 | - | - | - | - | - | 40 | - | 2,715 |
| Write-off | - | - | - | - | - | (31,799) | - | - | (31,799) |
| Balance, March 31, 2025 | $12,111 | $9,436 | $112,973 | $ - | $ - | $ - | $398,961 | $139,699 | $673,180 |
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
| Exploration Costs | Gela Lake | McAvoy | TED/ Turner | McGregor/ Speers Lake | U1 | Muskox Reef | Peerless Property | Kannika | Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance, September 30, 2019 | $ - | $ - | $ - | $ - | $ - | $ - | $ - | $ - | $ - |
| Claim extension fee | - | - | 10,106 | - | - | - | - | - | 10,106 |
| Transportation | - | - | 34,779 | - | - | - | - | - | 34,779 |
| Balance, September 30, 2020 | - | - | 44,885 | - | - | - | - | - | 44,885 |
| Assay | 514 | 514 | 5,845 | 5,143 | - | - | - | - | 12,016 |
| Field expenses | 21 | 21 | 1,871 | 225 | - | - | - | - | 2,138 |
| Geological consulting | 2,932 | 2,932 | 45,216 | 35,126 | - | - | - | - | 86,206 |
| Legal | - | - | 3,128 | - | - | - | - | - | 3,128 |
| Reports | - | - | 4,900 | - | - | - | - | - | 4,900 |
| Transportation | 6,635 | 6,635 | 128,704 | 82,770 | - | - | - | - | 224,744 |
| Travel | 1,414 | 1,414 | 13,250 | 15,176 | - | - | - | - | 31,254 |
| Balance, September 30, 2021 | 11,516 | 11,516 | 247,799 | 138,440 | - | - | - | - | 409,271 |
| Assay | 176 | - | 124 | 428 | - | - | - | - | 728 |
| Geological consulting | 375 | 375 | 23,078 | 3,066 | - | - | - | - | 26,894 |
| Storage | 336 | 341 | 801 | 280 | - | - | - | - | 1,758 |
| Balance, September 30, 2022 | 12,403 | 12,232 | 271,802 | 142,214 | - | - | - | - | 438,651 |
| Assay | 5,973 | - | 1,335 | - | - | 1,982 | 9,210 | - | 18,500 |
| Geological consulting | 15,475 | 2,975 | 18,450 | 9,350 | - | 16,575 | 22,133 | - | 84,958 |
| Field expenses | 2,501 | - | 4,501 | 66 | 148 | 326 | 8,375 | - | 15,917 |
| Storage | (203) | (203) | (248) | (135) | - | - | - | - | (789) |
| Transportation | 75,344 | 2,730 | 83,516 | - | 4,198 | 33,100 | - | - | 198,888 |
| Travel | 10,980 | 353 | 10,979 | - | 948 | 7,675 | 4,812 | - | 35,747 |
| Impairment | - | - | - | - | (5,294) | - | - | - | (5,294) |
| Sale of property | - | - | - | (151,495) | - | - | - | - | (151,495) |
| Balance, September 30, 2023 | 122,473 | 18,087 | 390,335 | - | - | 59,658 | 44,530 | - | 635,083 |
| Assay | - | - | - | - | - | - | 7,187 | 363 | 7,550 |
| Drilling | - | - | - | - | - | - | 154,413 | - | 154,413 |
| Geological consulting | 1,000 | - | - | - | - | 3,550 | 63,869 | - | 68,419 |
| Field expenses | 300 | - | - | - | - | 350 | 27,231 | 34,797 | 62,678 |
| Permits | - | - | - | - | - | - | 10,050 | - | 10,050 |
| Storage | 173 | - | - | - | - | 99 | - | - | 272 |
| Travel | 445 | - | - | - | - | 445 | 13,903 | 1,258 | 16,051 |
| Balance, September 30, 2024 | $124,391 | $18,087 | $390,335 | $ - | $ - | $64,102 | $321,183 | $36,418 | $954,516 |
| Assay | - | - | - | - | - | - | 7,920 | 8,935 | 16,855 |
| Geological consulting | 2,710 | - | 4,680 | - | - | 3,006 | 41,864 | 1,900 | 54,160 |
| Field expenses | - | - | - | - | - | - | 47,583 | - | 47,583 |
| Travel | - | - | - | - | - | - | 3,043 | - | 3,043 |
| Option of property, net of finder's fees | (13,500) | - | - | - | - | - | - | - | (13,500) |
| Write-off | - | - | - | - | - | (67,108) | - | - | (67,108) |
| Balance, March 31, 2025 | $113,601 | $18,087 | $395,015 | $ - | $ - | $ - | $421,593 | $47,253 | $995,549 |
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
| As at September 30, 2024 | Gela Lake | McAvoy | TED/ Turner | McGregor/ Speers Lake | U1 | Muskox Reef | Peerless Property | Kannika | Total |
|---|---|---|---|---|---|---|---|---|---|
| Acquisition | $9,436 | $9,436 | $112,973 | $ - | $ - | $31,799 | $378,921 | $139,699 | $ 682,264 |
| Exploration | 124,391 | 18,087 | 390,335 | - | - | 64,102 | 321,183 | 36,418 | 954,516 |
| Total | $133,827 | $27,523 | $503,308 | $ - | $ - | $95,901 | $700,104 | $176,117 | $1,636,780 |
| As at March 31, 2025 | Gela Lake | McAvoy | TED/ Turner | McGregor/ Speers Lake | U1 | Muskox Reef | Peerless Property | Kannika | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Acquisition | $12,111 | $9,436 | $112,973 | $ - | $ - | $ - | $398,961 | $139,699 | $ 673,180 |
| Exploration | 113,601 | 18,087 | 395,015 | - | - | - | 421,593 | 47,253 | 995,549 |
| Total | $125,712 | $27,523 | $507,988 | $ - | $ - | $ - | $820,554 | $186,952 | $1,668,729 |
(a). Gela Lake Project, Nunavut, Canada
The 100% Company owned Gela Lake Project ("Gela") consisted of one (1) claim block that covers 1,557.65 staked hectares, originally staked on November 17, 2019.
Fieldwork during August 2021 focused on only the south-central portion of the project area with assay results from 10 rock grab samples identifying consistent higher-grade copper, bismuth, and molybdenum values along the western contact of the intrusive where the Bathurst fault is projected to occur.
Assay results were released on December 16, 2021. Of most interest is the consistent higher-grade copper, bismuth, and molybdenum values along the western contact of the intrusive where the Bathurst Fault is projected to occur, as listed below. Mineralization observed consists mainly of structural controlled chalcopyrite within quartz and quartz-carbonate veins hosted within sheared monzodiorite and or Archean metavolcanics/ sediments. All copper, bismuth and molybdenum assay results are listed in the tables below.
Eastern Side of Monzogabbro Intrusive
| Sample | Copper | Bismuth | Molybdenum |
|---|---|---|---|
| Number | (%) | (ppm) | (ppm) |
| D365422 | 9.4 | 0.7 | 0.41 |
| D365423 | 0.01 | 0.27 | 0.77 |
| D365424 | 3.26 | 5.25 | 3.05 |
| D365425 | 0.05 | 0.96 | 0.87 |
Western Side of Monzogabbro Intrusive along Bathurst Fault
| Sample | Copper | Bismuth | Molybdenum |
|---|---|---|---|
| Number | (%) | (ppm) | (ppm) |
| D365451 | 1.14 | 301 | 0.97 |
| D365452 | 4.47 | 632 | 489 |
| D365453 | 5.96 | 1720 | 12.2 |
| D365454 | 6.51 | 623 | 8.25 |
| D365455 | 0.78 | 4.15 | 1.07 |
| D365456 | 0.01 | 1.38 | 0.68 |
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
(a). Gela Lake Project, Nunavut, Canada (continued)
On October 18, 2024, the Company entered into a binding terms agreement whereby Quinto Resources Inc. ("Quinto") (an arms-length third party) has the exclusive working right and option to acquire a 100% undivided interest in the Company's Gela Lake Project.
As consideration the Company will receive:
- $15,000 cash (received October 18, 2024);
- 500,000 common shares of Quinto, upon Quinto going public;
- 1,000,000 common shares of Quinto, on or before first (1st) anniversary of Quinto going public,
- 1,500,000 common shares of Quinto, on or before the second (2nd) anniversary of Quinto going public.
The Company incurred commission fees of 10% of the cash received ($1,500 paid November 29, 2024) and will be required to transfer 10% of the 500,000 common shares of Quinto, when the Option closes.
Quinto is required to conduct exploration programs on the property to the extent that the Gela Lake Property is kept in good standing.
The Gela Lake Project mineral claim is in good standing until December 9, 2025.
(b). McAvoy Lake Project, Nunavut, Canada
The 100% Company-owned McAvoy Lake Project ("McAvoy") consists of one (1) claim block that covers 1,091.125 staked hectares. The M1 claim was part of the option agreement dated September 11, 2018 with Declan Cobalt Inc. (as described in the Turner Lake Project section below).
In August 2021, geologists visited the site completing geological mapping and structural analysis along the shear zone and over the Archean Age intrusive. Rock samples were also collected in one area where the intrusive is in contact with the shear zone.
The Company continues working with the Nunavut Authority to ensure that the required work programs for the McAvoy Lake Project are compliant as to content and timing.
The McAvoy Lake Project mineral claim is in good standing until November 9, 2025.
(c). TED/Turner Lake Project, Nunavut, Canada
The Turner Lake Project
On September 11, 2018, the Company entered into an agreement with Canadian Palladium Resources Inc. (formerly Declan Cobalt Inc.) (the "Vendor") to purchase a 100% interest in the T1 mineral claim on the Turner Lake Project ("Turner Lake") located in Nunavut. Under the terms of the agreement, the Company agreed to purchase a 100% right title and interest in Turner Lake in exchange for 133,333 common shares (issued on July 28, 2020 at a fair market value of $45,000) of the Company which were delivered to the Vendor within 10 days after the Company received regulatory approval (the "Completion Date"). The Company also reimbursed the Vendor $46,721 for exploration, evaluation, and development costs. There is a 1% net smelter return ("NSR") reserved on only the T1 mineral claim by the original property owners of Turner Lake, which may be purchased for $1,000,000 (cash) at any time after commercial production. The Company then staked the T2/T3 mineral claims as part of Turner Lake on November 16, 2019.
14
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
(c). TED/Turner Lake Project, Nunavut, Canada (continued)
The Company continues to maintain its claims in good standing. The Company continues working with the Nunavut Authority to ensure that the required work programs for the Turner Lake Project are compliant as to content and timing.
Based upon submissions made, management expects that the Turner Lake mineral claims to be in good standing until November 9, 2027 (T1) and December 9, 2027 (T2 and T3) respectively.
The TED Project
The TED Project ("TED") was acquired by staking on February 1, 2021 the T4-T6 mineral claims covering 2,644 hectares. The company's 100% owned property is adjacent to the company's 100% owned Turner Lake Project. These projects are located approximately 60 kilometers north-northwest of the community of Bathurst Inlet in the Kitikmeot District of western Nunavut, Canada. The project area covers an eight (8) kilometre strike length of iron formations contained within upper greenschist to lower amphibolite facies.
The 2021 field work included collection of rock grab samples, with six (6) of the eighteen samples assayed returned values greater than 20 g/tonne gold. The area hosting these higher-grade gold values has not been drill tested. All gold and silver assay results from the 18 rock grab samples are listed below:
| UTM | UTM | Sample | Type of | Gold | Silver |
|---|---|---|---|---|---|
| East | North | Number | Sample | g/tonne | g/tonne |
| 583270 | 7447789 | D365401 | grab | 23.7 | 2.91 |
| 583272 | 7447793 | D365402 | grab | 64.5 | 11.5 |
| 583263 | 7447781 | D365403 | grab | 22.8 | 3.78 |
| 583270 | 7447787 | D365404* | grab | >100 | 20.8 |
| 583263 | 7447782 | D365405 | grab | 13.75 | 2.22 |
| 583246 | 7447781 | D365406 | grab | 22.8 | 10.05 |
| 583247 | 7447776 | D365407 | grab | 34.3 | 5.14 |
| 583152 | 7447745 | D365408 | grab | 0.75 | 0.25 |
| 583141 | 7447735 | D365409 | grab | 0.42 | 0.18 |
| 583351 | 7447710 | D365410 | grab | 0.05 | 0.1 |
| 583200 | 7447773 | D365411 | float grab | 22.1 | 4.25 |
| 583190 | 7447775 | D365412 | float grab | 7.62 | 4.16 |
| 583207 | 7447516 | D365413 | grab | 0.11 | 0.21 |
| 582607 | 7446844 | D365414 | grab | 0.02 | 0.26 |
| 582627 | 7446902 | D365415 | grab | 3.25 | 1.67 |
| 582627 | 7446902 | D365416 | grab | 3.51 | 2.49 |
| 582627 | 7446902 | D365417 | grab | 1.54 | 0.77 |
| 582496 | 7446810 | D365418 | grab | 0.02 | 0.05 |
| * Sample D365404 is being re-assayed as it was over limit |
The Company continues to maintain its claims in good standing. The Company continues working with the Nunavut Authority to ensure that the required work programs for the TED Project are compliant as to content and timing.
The TED Project claims (T4, T5 and T6) are in good standing until February 1, 2026.
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
(d). McGregor/Speers Lake Projects, Nunavut, Canada
The 100% Company-owned McGregor Lake Project ("McGregor") and Speers Lake Project ("Speers") consists of 12 claim blocks that cover 14,584.24 staked hectares, physically staked on September 1, 2020. The claims cover the Muskox intrusion from McGregor Lake south to the Coppermine River and extend to cover the intrusion's contact with the Archean Age, metavolcanics, and sediments.
The summer 2021 fieldwork consisted of geological mapping, rock sampling and structural analysis. Data compilation of historic data (collected and processed by Adriana Resources Ltd. (2005-2008) and MIE Metals Corp. (2009 – 2018)) has provided an additional model for mineralization at the McGregor and this data will be layered into the future modeling on McGregor.
Highlights of assay results from the 2021 summer program from each area examined are enclosed below:
| Sample Number | Area | Cu % | Ni % | Co ppm | Pt ppm | Pd ppm |
|---|---|---|---|---|---|---|
| V996601 | Speers Lake | 1.55 | 0.57 | 589 | 0.53 | 1.1 |
| V996619 | E. Pump Lake* | 15.40 | 5.90 | 1550 | 0.69 | 11.8 |
| V996621 | E. Pump Lake* | 11.50 | 0.08 | 32.6 | 4.06 | 44.5 |
| V996674 | West Margin* | 5.66 | 0.02 | 24.9 | 0.15 | 4.18 |
| V996670 | Funnel* | 2.98 | 0.08 | 41.6 | 0.05 | 6.42 |
| V996663 | South Pyrrhotite Lake* | 2.38 | 0.85 | 1440 | 0.01 | 0.68 |
| V996653 | Val* | 0.90 | 0.63 | 871 | 0.01 | 0.06 |
*Within the McGregor Lake Project area.
On March 21, 2023, the Company entered into an option agreement with SPC to grant SPC the exclusive and irrevocable right and option to acquire a 100% undivided legal and beneficial interest in the McGregor Lake and Speers Lake Projects; further to an amendment to the option agreement, dated December 30, 2023, SPC must pay $1,350,000 in cash and issue to the Company 7,500,000 SPC common shares over a period ending on or before March 21, 2027.
Under the terms of the option agreement, SPC continues to maintain its claims in good standing. SPC has confirmed that they continue to work with the Nunavut Authority to ensure that the required work programs for the McGregor/Speers Projects are compliant as to content and timing. SPC provided support that the MacGregor and Speers Lake Projects are in good standing to September 25, 2025.
(e). Muskox Reef – Nunavut, Canada
With an effective date of August 1, 2022, the Company entered into an agreement with Nunavut Tunngavik Incorporated to obtain 100% interest in the minerals within, upon or under Inuit Owned Mineral Title Lands parcel CO-62 comprising approximately 10,433 hectares. The effective date was triggered by the first payment made on October 1, 2022. The property is immediately to the north of the Company's 100% owned Speers Lake property and is approximately 100 km south of Kugluktuk in Nunavut. The Mineral Exploration Agreement includes the Inuit Owned Lands Mineral Production Lease, which sets out the details of a 12% net profits royalty.
In determining the net profits, the available deductions which can be deducted from gross revenue in each year will be limited to 70% of gross revenues.
Under the terms of the option agreement, SPC continues to maintain its claims in good standing. SPC has confirmed that they continue to work with the Nunavut Authority to ensure that the required work programs for the Muskox Reef claims are compliant as to content and timing. SPC provided support that the Muskox Reef claims are in good standing to July 1, 2025. On March 13, 2025, the Company did not pay the required option payment and the option agreement has been terminated. The total costs of $98,907 have been written off.
16
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
(f). U1, Nunavut, Canada
The Company acquired by staking a 100% interest in the U1 mineral claim that covers 960.39 Ha. The property covers three known uranium occurrences with values reported up to 0.95 percent uranium as indicated in the Nunavut assessment report database. The uranium mineralization is typically fracture controlled, pitchblende and uranophane associated with quartz plus/minus galena hosted in Hornby group sandstones. The U1 claim is in close proximity to the company's McGregor Lake claims, being only 4 kilometres to the east.
In January 2024, following the results of the 2023 fieldwork, management decided to allow the U1 claim to lapse (January 19, 2024) and allocate the available exploration funds to other projects within the Company's portfolio. A total of $8,676 was recognized as impairment expense for the lapsed claim in the 2023 fiscal year.
(g). Peerless Mineral Claims, British Columbia, Canada
On January 30, 2023 ("effective date"), the Company entered into a definitive Option Agreement with an arm's length vendor BCT Holdings Corp. (the "Vendor") to acquire an undivided 100% interest in 12 mineral claims covering 5,500.43 hectares located in the Bridge River Mining Camp of British Columbia, known as the Peerless Mineral Claims (the "Peerless Property", the "Claims"). On July 31, 2024, the agreement was amended to defer cash payments due on each original due date starting with cash payment due 18 months from the effective date by an additional six (6) months. The Company shall have the right to acquire 100% of the interest of the Claims by making total cash payments of $500,000, incurring not less than $2,700,000 in expenditures and issuing 7,500,000 common shares of the Company, over a period of 54 months from the effective date.
The Peerless Property consists of 12 mineral claims covering 5,500.43 ha. and is located approximately 8.7 kilometres on a bearing of 24.1 degrees from the village of Gold Bridge, B.C. Historical, documented exploration started in 1984 when Warstar Resources completed a program of geological mapping and soil sampling, locating a series of strong arsenic, antimony and gold anomalies. Continued work on the project including bulldozer trenching and backhoe trenching revealed two gold bearing shear zones called the Alpha and Beta Zones in close proximity to the Peerless Showing; an additional eight (8) diamond drill holes for a total of 1,725 feet (525.7 meters). Revealing disseminated pyrite and lenses of massive pyrite, galena and sphalerite up to 30 cm in thickness. During November 1987, Manhattan Minerals drilled 22 reverse circulation holes for a total of 2,226.5 metres with gold grades of 1.70 oz/ton and silver grades of 5.86 oz/ton encountered in the Beta Zone RC Hole 87-8 from 65-70 feet.
Exploration crews successfully completed Bathurst Metals Corp.'s spring soil sampling and ground magnetic survey program on the Peerless property located in the Goldbridge mining camp, in south-central British Columbia. Field crews collected a total of 200 soil samples in an area of altered, up thrusted ultramafics. Crews also performed 15.5 line kilometres of ground magnetic surveying. The new lines were laid out to infill between recently completed 53 kilometres of ground magnetic surveys. Soil sampling and geophysical survey work were completed between May 29, 2023, and June 8, 2023.
Assay results indicated anomalous gold in soil concentrations occurring along the structurally controlled contacts of inferred ultramafics.
The Company announced on March 19, 2024 the completion of a diamond drilling program on the Peerless Project, testing the Beta Zone area. The program entailed the completion of 4 HQ size diamond drill holes for a total of 702.0 metres. Mineralization consisted mainly of fracture controlled to semi-massive arsenopyrite, pyrite, galena, sphalerite associated with quartz veins, quartz-carbonate veining, micro-veining, and areas of extensive silica flooding. Strong clay alteration is also occurring in close proximity to the sulphide mineralization. Mineralization is hosted mainly within brecciated and listwanite altered (carbonate, serpentine, talc, ± mariposite/fuchsite) ultramafics, sparse feldspar porphyry dykes and carbonatized felsic dykes. Assay results are pending.
17
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.4 DISCUSSION OF OPERATIONS (continued)
(g). Peerless Mineral Claims, British Columbia, Canada (continued)
Historic soil sampling and drilling assay results from the property have shown significant gold concentrations associated with the altered ultramafics. The best assay results correlate with northeast and east-west-trending structures. The just completed ground magnetic survey, better delineates the magnetic ultramafics and will also be used to map out any structural offsets in the ultramafics.
The Peerless mineral claims are in good standing until July 15, 2027.
(h). Kannika Claims Option, British Columbia, Canada
On October 23, 2023, the Company entered into an Assignment and Assumption Agreement to acquire an undivided 100% interest in five mineral claims known as the Kannika Property. As consideration for the assignment of the Option Agreement to the Company, the Company will issue 1,500,000 common shares. All shares issued will be subject to a four month hold period. Under the Option Agreement, the Company will reimburse the vendor $1,500 and must incur not less than $50,000 of exploration expenditures within 18 months of the date of the Option Agreement. To exercise the option, the Company will pay US$250,000 to the vendor. The mineral claims will be subject to a 2% NSR to the underlying optionor. The Company shall have a right to purchase 1% of the NSR by paying the underlying optionor US$1,000,000 at any time after commencement of commercial production.
As at March 31, 2025, $47,253 of exploration expenditures has been incurred on the site.
The Kannika claims are in good standing until December 10, 2025.
1.5 SUMMARY OF QUARTERLY RESULTS
| Quarter Ended March 31, 2025 | Quarter Ended December 31, 2024 | Quarter Ended September 30, 2024 | Quarter Ended June 30, 2024 | |
|---|---|---|---|---|
| (a) Revenue | Nil | Nil | Nil | Nil |
| (b) Income (Loss) for the period | $130,873 | ($177,154) | ($160,349) | ($122,197) |
| (c) Earnings (Loss) per share – basic and diluted (1) | $0.0038/$0.0034 | ($0.0051) | ($0.0047) | ($0.0037) |
| Quarter Ended March 31, 2024 | Quarter Ended December 31, 2023 | Quarter Ended September 30, 2023 | Quarter Ended June 30, 2023 | |
| (a) Revenue | Nil | Nil | Nil | Nil |
| (b) Income (Loss) for the period | $71,651 | ($97,488) | ($114,740) | ($146,229) |
| (c) Earnings (Loss) per share – basic and diluted (1) | $0.0022/$0.0018 | ($0.0028) | ($0.0060) | ($0.0059) |
(1) Basic loss per share are the same as diluted loss per share and excludes the effects of various conversions and exercise pf options and warrants that would be anti-dilutive.
18
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.5 SUMMARY OF QUARTERLY RESULTS (continued)
The net income for the second quarter of the 2025 fiscal year is due to the cash option payment of $250,000 and the fair value of $18,750 for the 750,000 common shares of SPC received per the option agreement for the McGregor/Speers Lake Property. A gain on sale of mineral properties of $268,750 and a write off of mineral property of $98,907 have been recognized for the quarter. In addition, the Company recognized a realized loss on the sale of marketable securities of $9,837 for sale of 200,000 common shares of SPC and an unrealized gain on marketable securities of $78,737 for the 4,850,000 common shares of SPC and the reversal of unrealized loss on the sale of the 200,000 common shares of SPC as at March 31, 2025. The net income is further reduced by the operation expenses and the recording of share-based payments of $13,530 for options granted and vested for the quarter.
The net loss for the first quarter of the 2025 fiscal year is due to operation expenses of $75,602, share-based payment expense of $11,672, the unrealized loss on marketable securities of $73,092 and the realized loss on marketable securities of $16,788.
The net loss for the last quarter of the 2024 fiscal year is due to operation expenses of $105,669, the unrealized loss on marketable securities of $47,500 and the share-based payment expense of $7,180.
The net loss for the third quarter of the 2024 is due to the operation expenses of $93,437, the unrealized loss on marketable securities of $23,750 and share based payment expense of $5,010.
The net income for the second quarter of the 2024 fiscal year is due to the option payment and fair value of the common shares received from SPC per the option agreement for the McGregor/Speers Lake Property. The Company received $50,000 cash and 2,250,000 common shares of SPC with a fair value of $101,250. The total $151,250 has been recognized as a gain on sale of mineral properties. The Company also recorded an unrealized gain on marketable securities of $35,000 during the quarter for the 4,750,000 common shares of SPC held as at March 31, 2024. The offset of the net income is due to the expenses for the operation for the quarter and the share-based payment expense of $10,869 for the 450,000 stock options granted with various vesting dates.
The net loss for the first quarter of the 2024 fiscal year is due to operation expenses of $84,988 and the unrealized loss on marketable securities of $12,500.
The net loss for the last quarter of the 2023 fiscal year is due to operation expenses of $56,132 and the unrealized loss on marketable securities of $50,000, the impairment of mineral property of $8,676, and the adjustment on gain of mineral properties of $68.
The net loss for the third quarter of the 2023 fiscal year was due to operation expenses of $54,449; the loss on sale of mineral properties of $4,280 for additional legal expenses for the option granted to SPC during the second quarter of 2023; and the unrealized loss of marketable securities of $87,500.
1.6 RESULTS OF OPERATIONS
The Company recorded a net income and comprehensive income of $130,873 for the three (3) months ended March 31, 2025 compared to a net income and comprehensive income of $71,651 for the three (3) months ended March 31, 2024. In addition, the Company recorded a net loss and comprehensive loss of $46,281 for the six (6) months ended March 31, 2025 compared to a net loss and comprehensive loss of $25,837 for the six (6) months ended March 31, 2024.
19
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.6 RESULTS OF OPERATIONS (continued)
The following provides a breakdown of the net expenses incurred for the three (3) months and six (6) months ended March 31 for 2025 and 2024:
| Three Months ended March 31, 2025 | Three Months ended March 31, 2024 | Six Months ended March 31, 2025 | Six Months ended March 31, 2024 | |
|---|---|---|---|---|
| Expenses | ||||
| Accounting and audit | $27,248 | $15,800 | $38,539 | $25,954 |
| Filing and listing fees | 3,824 | 3,413 | 5,926 | 5,470 |
| Interest, and bank charges | 5,766 | 3,536 | 5,938 | 3,802 |
| Legal fees | 9,547 | 1,214 | 9,547 | 3,889 |
| Management fees | 30,850 | 33,125 | 62,412 | 63,125 |
| Marketing and investors relations | 15,160 | 45,162 | 43,413 | 82,620 |
| Office, travel, and meals | 906 | 803 | 1,654 | 2,556 |
| Rent | 1,500 | 1,500 | 3,000 | 2,000 |
| Transfer agent fees | 300 | - | 300 | 150 |
| Interest income | (761) | (823) | (787) | (848) |
| Share-based payments | 13,530 | 10,869 | 25,202 | 10,869 |
| Unrealized (gain)/loss on marketable securities | (78,737) | (35,000) | (5,645) | (22,500) |
| Realized loss on marketable securities | 9,837 | - | 26,625 | - |
| Gain on sale of mineral properties | (268,750) | (151,250) | (268,750) | (151,250) |
| Write off of mineral property | 98,907 | - | 98,907 | - |
| Net (income)/loss and comprehensive (income)/loss for the period | $(130,873) | $(71,651) | $46,281 | $25,837 |
For the three (3) months ended March 31, 2025, the increase in accounting and audit fees of $11,448 is due to the increase in the 2024 audit fees and the increase in the 2025 year-end accrual for the Company's audit. The increase in interest and bank charges is due to the increase in the prescribed interest rate used for the calculation of Part 12.6 tax for the 2023 exploration expenditures renounced, using the look-back rule, at December 31, 2023 for flow-through shares issued in December 2023. Legal fees increased for the three (3) months ended March 31, 2025 compared to the three (3) months ended March 31, 2024 due to the legal work required for appointment and resignation of directors during the current quarter. The decreases in marketing and investors relations of $30,002 for the current quarter compared to the same quarter of the previous year is due to the expiry of contracts for the consultants for public relations and marketing in the first quarter of fiscal 2025. The share-based payments recorded for the current quarter of 2025 is for the 200,000 stock options granted in February 2025 with a fair value of $13,080 and the fair value of $450 for the vesting of stock options previous granted. The 200,000 stock options vest immediately and have an exercise price of $0.055 for a period of 10 years. The increase in unrealized loss on marketable securities is due to the adjustment to the fair value of the SPC common shares held at March 31, 2025 and the reversal of unrealized loss on 200,000 common shares of SPC sold during the quarter. The realized loss on marketable securities is a result of the sale of 200,000 common share of SPC during the quarter. The gain on sale of mineral properties consists of cash and fair value of SPC common shares received in each period in accordance with the option agreement with SPC. The write off of mineral property of $98,907 is due to the termination of the Muskox Reef option agreement.
Comparing the expenses for the six (6) months ended March 31, 2025 to the six (6) months ended March 31, 2024, the accounting and audit fees increased by $12,585; interest and bank charges increased by $2,136; legal fees increased by $5,658 and marketing and investors relations decreased by $39,207, all due to the same reasons as noted in the above analysis for the three (3) months ended March 31, 2025. Rent increased by $1,000
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.6 RESULTS OF OPERATIONS (continued)
for the six (6) months ended March 31, 2025 compared to the six (6) months ended March 31, 2024 due to the rental contract that began in December 2023 for $500 per month. Share-based payment expense for the six (6) months ended March 31, 2025 increased by $14,333 due to the fair value of $13,080 for stock options that were granted in February 2025 and the recording of the fair value of the vesting of stock options granted in the previous year. The unrealized gain on marketable securities is derived from the adjustment to the market value of the shares held at each period end and the decrease in unrealized gain for the six (6) months ended March 31, 2025 compared to the same period for 2024 is due to the reversal of the unrealized loss for the SPC common shares sold and the recording of the market value of the SPC shares remaining at the March 31, 2025. The realized loss on marketable securities is the loss recorded for the sale of 650,000 common shares of SPC sold during the six (6) months ended March 31, 2025. The gain on sale of mineral properties is based on the option agreement with SPC and the write off of mineral property are noted above in the analysis for the three (3) months ended March 31, 2025.
1.7 LIQUIDITY AND SOLVENCY
As at March 31, 2025, the Company has cash of $28,614 of which $28,580 is for general operational expenses and $34 is reserved for payment of qualified exploration expenditures with funds raised from flow-through unit financings. The Company will be required to raise additional capital in order to fund its operations and pay liabilities as they come due.
During the period ended March 31, 2025, the Company's primary source of funds came from option agreement for sale of mineral property interest. As at March 31, 2025, the Company has a working capital deficit of $116,554.
The Company does not generate revenues from operations, and the Company does not have sufficient working capital to meet its planned operations and exploration activities. The Company has relied mainly upon the issuance of capital stock and sale of mineral property interest to finance its activities. The Company intends to continue relying upon the issuance of capital stock to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Inability to secure future financing would have a material adverse effect on the Company's business, results of operations and financial condition.
The Company plans to fund development and exploration activities at its properties and its operating costs through equity financing.
1.8 CAPITAL RESOURCES
The Company considers its capital under management to be its capital stock and makes adjustments to it based on the funds available to the Company in order to support future business opportunities.
On December 13, 2023, the Company closed the first tranche of the private placement with 1,150,000 non-flow-through units and 3,150,000 flow-through units. Each non-flow-through unit consists of one (1) common share and one (1) share purchase warrant with an exercise price of $0.15 for a period of one year. The flow-through unit consists of one (1) common share and one-half of one share (0.50) purchase warrant. Each warrant entitles the holder to purchase one (1) non-flow-through share at a price of $0.20 for one (1) year. Share issue costs include $5,040 for broker fees, $3,259 for legal, filing and transfer agent and non-transferable broker warrants of 63,000. The broker warrants are exercisable for one (1) common share of the Company at a price of $0.10 and expires in one (1) year. The fair value of the broker warrants is $1,493.
On December 21, 2023, and on December 28, 2023, the Company closed the remaining 875,000 flow-through units. Compensation paid in this private placement consisted of $21,875 in finders' fees (cash) and 204,750 non-transferrable broker warrants, which entitles the holder to purchase one (1) common share in the Company at a price of $0.10 for one (1) year. The fair value of the 204,750 broker warrants total $4,887. In addition, $14,560 was incurred for legal, filing and transfer agent fees.
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.8 CAPITAL RESOURCES (continued)
On May 17, 2024, the Company closed a non-brokered private placement of 1,237,500 non-flow through units at a price of $0.08 per unit for proceeds of $99,000. Each unit consists of one (1) common share and one (1) share purchase warrant with an exercise price of $0.15 for a period of one year. Included within this, was $50,000 originally recorded as a Loan Payable in the three (3) and six (6) months ended March 31, 2024. Share issue costs include $222 for transfer agent fees. $6,955 for legal fees, $44 for postage and $2,195 for filing fees.
On March 18, 2025, the Company issued 200,000 common shares to a consultant for the exercise of stock options at a price of $0.05 per share for cash proceeds of $10,000.
1.9 OFF BALANCE SHEET ARRANGEMENTS
The Company does not have off balance sheet arrangements for the period ended March 31, 2025.
1.10 TRANSACTIONS BETWEEN RELATED PARTIES
(a) Due to related parties
The Company has entered into the following related party transactions because alternative sources of financing were unavailable due to the lack of collateral and limited access to public financing due to current global financial conditions.
Due to related parties of $72,446 consist of fees and expenses paid by directors and officers of the Company. As at March 31, 2025, the amounts payable to the CEO included $20,800 for management fees and $21 receivable for overpayment of expenses paid on behalf of the Company by the CEO; management fees and expense reimbursement accrued for $10,558 to the company controlled by the CFO; $35,676 accrued for fees to a company controlled by the President and Director of the Company; and $5,433 is payable for reimbursement of expenses paid by the President. The amount is measured at cost and is due on demand with no interest terms.
In addition, costs of $22,074 were paid by the related parties during the period ended March 31, 2025 on behalf of the Company as follow:
| Person | Relationship | Purpose | Amount | Measurement Basis | On-Going Contractual Obligations |
|---|---|---|---|---|---|
| Harold Forzley | CEO & Director | Meals & Entertainment for Meetings | $ 199 | Cost | No |
| Harold Forzley | CEO & Director | Office Supplies | $ 488 | Cost | No |
| Harold Forzley | CEO & Director | Travel for Meetings | $ 41 | Cost | No |
| Harold Forzley | CEO & Director | Website and Domain | $ 113 | Cost | No |
| Harold Forzley | CEO & Director | Filing Fees | $ 165 | Cost | No |
| Harold Forzley | CEO & Director | Prepaid Expenses | $ 925 | Cost | No |
| First Line Consultants Ltd. | Company controlled by the CFO | Office expenses | $ 750 | Cost | No |
| Lorne Warner | President and Director | Travel expense capitalized in Exploration Expenditures | $ 1,253 | Cost | No |
| Lorne Warner | President and Director | Field expenses capitalized in Exploration Expenditures | $ 1,236 | Cost | No |
| Lorne Warner | President and Director | Assay expenses capitalized in Exploration Expenditures | $16,854 | Cost | No |
| Lorne Warner | President and Director | Office Supplies | $50 | Cost | No |
| Total | $22,074 |
(b) Key management compensation
Management fees expense during period ended March 31, 2025 totaled $62,413 of which $48,000 was expensed for the CEO, $14,413 to a company controlled by the CFO. Geological consultant fees of $67,410 capitalized in mineral property interests has been paid or accrued to companies controlled by the President and Director of the Company.
BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.11 FOURTH QUARTER
Not applicable for this MD&A.
1.12 PROPOSED TRANSACTIONS
There are currently no proposed transactions.
1.13 CRITICAL ACCOUNTING ESTIMATES
Not required as the Company is a Venture Issuer.
1.14 CHANGES IN ACCOUNTING POLICIES
There have been no changes in accounting policies for the period ended March 31, 2025 for the Company.
1.15 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
The Company classifies its cash as fair value through profit or loss, and accounts payable and accrued liabilities and balances due to related party as financial liabilities measured at amortized cost.
The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.
(a) Credit risk
Concentration of credit risk exists with respect to the Company's reclamation bonds and deposit of $23,500, which are held at a single major Canadian financial institution.
Credit risk is minimized by ensuring that these financial assets are placed with a major Canadian financial institution with strong investment-grade rating by a primary ratings agency.
(b) Liquidity risk
The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at March 31, 2025, the Company has cash of $28,614 of which $28,580 is available to settle general operational expenses and $34 is reserved to settled current liabilities from qualified exploration expenditures. The current liabilities related to qualified exploration expenditures as at March 31, 2025 is $7,771.
The Company's accounts receivable consists of GST receivable which is due to be received upon the filing of the annual return.
The Company's accounts payable and amounts due to related parties are due within three (3) months or becomes due on demand.
The Company normally maintains enough cash to meet the Company's business requirements and as at March 31, 2025, there is insufficient cash balance to meet general operational expense obligations. The Company will be required to raise additional capital in order to fund its operations and liabilities as they come due.
(c) Interest rate risk
As the Company's does not have investment or payable instruments or loan balances subject to interest rates, the Company's exposure to interest rate risk is minimal.
(d) Foreign currency risk
The Company is not exposed to significant foreign currency risk on its financial instruments.
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BATHURST METALS CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED MARCH 31, 2025
1.16 OTHER MD&A REQUIREMENTS
Disclosure of Outstanding Share Data
The following details the share capital structure as at the date of this MD&A:
| Number Outstanding | |
|---|---|
| Common Shares | 34,680,360 |
| Stock Options | 3,150,000 |
| Warrants | Nil |
1.17 INDUSTRY/ECONOMIC FACTORS AND RISKS
The Company is engaged in the exploration for and development of mineral resources. These activities contain significant risks which careful planning, analysis, experience, and knowledge may not eliminate. The commercial viability of any mineral deposit depends on many factors not all of which are within the control of management. Some of the factors that affect the economics of a given mineral deposit include its size, grade and proximity to
infrastructure, government regulation, taxes, royalties, land tenure, land use, environmental protection and reclamation and closure obligations, all have an impact on the economic viability of a mineral deposit.
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The Company has a 100% interest in each of its properties. Annual operating losses are expected to continue until the Company has an interest in a mineral property that produces revenues. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and generating revenues sufficient to cover its long-term operating costs. There can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The accompanying financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
Global Conflicts
Russia's invasion of Ukraine, the conflict with India and Pakistan, and the current war in the Middle East continues to fuel uncertainty into the global economy, the impact of which is difficult to predict, as its outcome and longevity are unknown. With rising oil and commodity prices, the developing situation remains fluid, and the impact on Canadian consumer confidence in the face of a potentially significant inflationary threat is difficult to assess at this time.
Tariffs imposed by the US
The current US administration has imposed tariffs on countries including Canada, Mexico and China. Some of the tariffs on Canada and Mexico has come in effect in early March 2025 and others are pending depending on current ongoing negotiations. The results of these tariffs coming into effect may result in economic instability and fluctuation of the Canadian dollar which will affect investment strategies.
The forward-looking information in this management's discussion and analysis is based on the conclusions of management.
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