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Benz Mining Corp. — Management Reports 2025
Jul 31, 2025
47017_rns_2025-07-31_4ae6246d-1a34-4f46-901b-8b3059cfa772.pdf
Management Reports
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BENZ MINING CORP.
FORM 51-102F1
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED APRIL 30, 2025
The following management's discussion and analysis of financial conditions and results of operations (the MD&A) has been prepared by management and provides a review of the activities, results of operations, and financial condition of Benz Mining Corp. (the Company). This discussion dated July 30, 2025, complements and supplements the Company's audited consolidated financial statements and associated notes for years ended April 30, 2025, and 2024. Please also refer to the cautionary statement of forward-looking information at the end of this document.
All financial information in this MD&A is prepared in accordance with International Financial Reporting Standards (IFRS) and reported in Canadian dollars unless otherwise noted. Additional information about the Company is available under the Company's profile at www.sedarplus.ca and www.asx.com.au.
1. COMPANY OVERVIEW AND OVERALL PERFORMANCE
The Company was incorporated under the laws of the Province of British Columbia on November 9, 2011. The Company is an exploration and development stage company engaged in the acquisition, exploration and exploitation of mineral properties located in Canada. It The Company's common shares trade on the TSX Venture Exchange under the symbol "BZ", the Frankfurt Exchange under the trading symbol "1VU", and the Australian Securities Exchange under the trading symbol "BNZ".
In August 2019, the Company entered into an option agreement (the Option Agreement) to acquire from Fury Gold Mines Limited (formerly Eastmain Resources Inc) (Fury Gold or the Vendor), an initial 75% interest (and up to 100%) in the former producing Eastmain Gold project (the Eastmain Project) located in James Bay District, Quebec. In April 2020, the Company entered into an amending agreement (the Amending Agreement) in connection with the Eastmain Project pursuant to which the Company acquired a further option to earn an initial 75% interest (and up to 100%) in the Ruby Hill West and Ruby Hill East properties (collectively, the Ruby Hill Properties), located west of the Eastmain Project.
Pursuant to the Option Agreement and Amending Agreement, (collectively the Amended Agreement) the Company was required to issue cash and common share payments to the Vendor (the Option Payments) totaling $2,695,000 over a four-year period from the effective date of the original Option Agreement. In addition to the Option Payments, the Company issued to Fury Gold 3,000,000 common shares, with a fair value of $255,000 on October 23, 2019. On May 21, 2020, the Company also issued to Fury Gold an additional 2,000,000 common shares valued at $360,000 and 4,000,000 share purchase warrants with a fair value of $539,078. Each warrant enabled the holder to purchase one common share of the Company at a price of $0.12 per share until April 27, 2023. The warrants were valued using the Black-Scholes pricing model with a share price of $0.18, risk-free rate of 0.29%, volatility of 117.92% and expected life of 2.93 years. Under the Amended Agreement the Company also committed to incur property expenditures totaling $3,500,000 over a four-year period from the effective date of the original Option Agreement (met).
On October 23, 2023, the Company made the final Option Payments under the Amended Agreement comprising $1,350,000 in cash and the issuance of 1,237,216 common shares (determined based on the payment value of $375,000 divided by the prevailing 10-day volume weighted average price (VWAP) of the Company's common shares) with a fair value of $395,909. Upon making the final Option Payments and having incurred the required property expenditures prior to this date, the Company exercised its' option to acquire a 75% right, title and interest to the Eastmain Project and the Ruby Hill Properties.
Management's Discussion and Analysis (continued)
Under the terms of the Amended Agreement, the Company remains obligated to make the following additional payments to the Vendor on the occurrence of the following events:
- $1,000,000 (the First Milestone Payment) within five 5 business days of the earlier of: (i) closing of project financing to develop the Eastmain Project with the intent to place the property (or any part thereof) into commercial production, or (ii) the date that is 24 months after the exercise of the option to acquire 75% interest in the Eastmain Project (being October 23, 2025). If the Company fails to make the First Milestone Payment, Fury Gold will have the right to buy back the Company's 75% interest in the Eastmain Project for $3,500,000, of which up to $1,225,000 may be paid in common shares of Fury Gold. Upon payment of the First Milestone Payment the Company's ownership interest in the Eastmain Project increases to 100%; and
- $1,500,000 within 5 business days of the commencement of commercial production on the Eastmain Project (Second Milestone Payment).
The Company may also, at its election, pay up to 25% of the First Milestone Payment and the Second Milestone Payment in common shares of the Company. The number of common shares required to be issued will be determined by the share equivalent of such payment on the date of issuance.
Fury Gold retains a 2% Net Smelter Return (NSR) royalty in respect of the Eastmain Project. The Company may, at any time, purchase one half of the NSR royalty, thereby reducing the NSR royalty to a 1% NSR royalty, for $1,500,000.
Under the terms of the Amended Agreement, the Company has the right to earn an additional 25% interest in the Ruby Hill Properties by paying an additional $100,000 to Fury Gold by October 23, 2025, which can be paid in cash or by the issuance of common shares at the election of Fury Gold based whereby the number of common shares to be issued is based on a payment value of $500,000 divided by the prevailing 20-day VWAP of the Company's common shares up to a maximum of 500,000 common shares.
Following the acquisition of a 100% interest in the Ruby Hill Properties, Fury Gold will retain a 1% NSR royalty, of which one half may be purchased for $500,000 thereby reducing it to a 0.5% NSR royalty. The NSR royalty is also offset by any pre-existing royalties which may reduce the royalty burden.
On January 14, 2025, the Company announced it had completed the acquisition of a 100% interest in the Glenburgh Gold Project (Glenburgh Project) and Mt Egerton Gold Project (Mt Egerton Project), located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) (Spartan) (the Acquisition). In connection with the Acquisition, the Company also completed a placement of 18,181,820 fully paid CHESS Depositary Interests (CDIs), each CDI representing one underlying common share in the Company on a one for one basis (New CDIs) at an issue price of A$0.22 per New CDI to raise approximately A$4 million (before costs). Refer to section 3 Business Development for further details on the Acquisition.
On February 14, 2025, the Company announced that it had exercised an option in relation to a tenement sale agreement to acquire three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project. Refer to section 3 Business Development for further details on the tenements acquired.
During April 2025, the Company announced it had received firm commitments for a placement of 33,750,750 new fully paid CDIs in the Company at an issue price of A$0.40 per CDI to raise approximately A$13.5 million (before costs). This placement was completed in two tranches, with 28,722,000 CDIs issued on April 23, 2025 and the remaining 5,028,750 CDIs issued on July 24, 2025. Proceeds from the placement will be primarily used to accelerate exploration activities at the Glenburgh Project, as well as for the commencement of exploration activities at the Mt Egerton Project. Additionally, a portion of the proceeds
Management's Discussion and Analysis (continued)
will also be used to undertake a scoping study at the Eastmain Project and for general working capital purposes.
2. GOING CONCERN UNCERTAINTY
The Company's consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will realize its assets and discharge its obligations in the normal course of operations.
The Company is considered to be in the exploration phase. The investment in, and expenditures on, exploration and evaluation assets comprise a significant portion of the Company's activities. Mineral exploration and development is highly speculative and involves inherent risks.
As at April 30, 2025, the Company has a working capital surplus of $10,981,188 (2024 - $3,354,082). Although management believes the Company's cash position will support all of its financial obligations and expected expenditures during the next twelve months, it expects that it will need to obtain further financing in order to continue exploration activities in the future. The Company's ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. In addition, while the Company's future activities in relation to drilling on its mineral claims look promising, there can be no assurance that the results of its exploration activities will confirm the existence of economically viable quantities of ore or that any of its' project will ultimately go into production. There can be no assurance that management will be successful in securing adequate financing. If adequate financing is not obtained, the Company may be required to delay or reduce the scope of any or all of its exploration and development projects.
The Company reported a comprehensive loss in the year ended April 30, 2025 of $7,522,359 (2024 - $4,024,481). As at April 30, 2025, the Company has an accumulated deficit of $39,821,247 (2024 - $32,318,216). These recurring losses and the need for continued financing to further successful exploration activities indicate the existence of a material uncertainty that may cast significant doubt as to the Company's ability to continue as a going concern.
The Company's financial statements do not give effect to any adjustments to the carrying values and classifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
3. BUSINESS DEVELOPMENT
Acquisition of subsidiaries
Glenburgh and Mt Egerton Projects (Western Australia)
On January 14, 2025, the Company completed the acquisition of the Glenburgh Project and the Mt Egerton Project. The acquisition was completed by way of a share purchase agreement with Spartan, for 100% of the issued and outstanding shares of both Gascoyne Resources (WA) Pty Ltd (Gascoyne) and Egerton Exploration Pty Ltd (Egerton) which were both incorporated in Australia (the Spartan Transaction).
At the date of acquisition, Gascoyne and Egerton held mineral tenements comprising the Glenburgh Project and the Mt Egerton Project, respectively. The Glenburgh Project comprises a substantial 786km² land package situated 250km east of Carnarvon, Western Australia. The Mt Egerton Project comprises two granted mining leases and five exploration licences, covering a total area of 180km² approximately 200km northeast of Meekatharra, Western Australia.
Management's Discussion and Analysis (continued)
Under the terms of the Spartan Transaction, the Company agreed to pay a total of A$1,000,000 cash comprising A$500,000 payable on the date of completion and a further A$500,000 payable 12 months after the completion date (being January 14, 2026). In addition, the Company issued to Spartan 33,000,000 CHESS Depository Interests (CDIs) of the Company. Each CDI represents one underlying common share in the Company on a one for one basis. The 33,000,000 CDIs are subject to voluntary escrow conditions whereby the CDIs will be held in escrow and be restricted from trading for a period of 12 months commencing from the date of issuance. The fair value of the 33,000,000 CDIs was determined to be $7,715,000, after applying the discount for lack of marketability (DLOM) to the closing price on the completion date due to the voluntary escrow conditions on the CDIs.
In addition, the Company incurred transaction costs, in the form of due diligence and professional fees, related to the acquisition totalling $462,384 (A$512,680).
The acquisitions of both Gascoyne and Egerton have been accounted as a purchase of assets since neither acquisition met the definition of a business combination under IFRS 3 Business Combinations. Accordingly, no goodwill or intangible assets were recorded with respect to the acquisition.
The following table summarises these asset acquisitions:
| January 14, 2025 | ||
|---|---|---|
| Fair value (AUD) $ | Fair value (CAD) $ | |
| Purchase price | ||
| Upfront cash consideration | 500,000 | 444,269 |
| Deferred cash consideration (A$500,000 due January 14, 2026) | 462,963 | 411,360 |
| Upfront share consideration (after applying the DLOM) | 8,682,803 | 7,715,000 |
| Transaction costs | 512,680 | 462,384 |
| Total consideration paid | 10,158,446 | 9,033,013 |
| Fair value allocated to: | ||
| Exploration and evaluation assets - Glenburgh Project (1) | 8,848,006 | 7,867,754 |
| Exploration and evaluation assets - Mt Egerton Project (1) | 1,310,440 | 1,165,259 |
| Net assets acquired | 10,158,446 | 9,033,013 |
(1) The fair value of consideration paid has then been allocated to the Glenburgh Project and Mt Egerton Project based on the ratio of the pre-acquisition carrying values of the assets acquired from Gascoyne and Egerton (being, 87.1% Glenburgh Project; 12.9% Mt Egerton Project).
The Company is also obligated to make the following additional payments to Spartan contingent upon the occurrence of the following events:
- A$2,000,000 (First Milestone Payment) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Glenburgh Project and Mt Egerton Project;
- A$2,000,000 (Second Milestone Payment) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 1,000,000oz Au at a cut-off grade of at
Management's Discussion and Analysis (continued)
least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Glenburgh Project and Mt Egerton Project; and
- A$2,000,000 (Third Milestone Payment) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the Glenburgh Project and Mt Egerton Project.
(together, the Milestone Payments)
The Company may also, at its election, pay the Milestone Payments through the issuance of CDIs whereby the number of CDIs required to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's common shares and A$0.088 per share.
On the date of acquisition, Gascoyne and Egerton were each subject to a number of existing royalty agreements on the Glenburgh Project and Mt Egerton Project, which are summarized below:
Franco-Nevada Royalty - A royalty is payable by Gascoyne to Franco-Nevada Australia Pty Ltd equal to 1.5% of the net profits derived from the production of minerals from certain tenements within the Glenburgh Project, after refinement of those materials.
Taurus Royalty - A royalty is payable to Taurus Mining Royalty Fund LP equal to 0.525% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan will exercise the right to reduce this royalty by up to 20% by payment of A$1,225,000, payable by Spartan. This Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Tembo Royalty - A royalty is payable to Tembo Mining Capital Fund III LP, Tembo Capital Mining Fund III (Non-US) LP and Tembo Capital Mining Fund III (F&F) LP equal to 1.35% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan agreed to exercise the right to reduce this royalty by up to 20% by payment of A$3,150,000, payable by Spartan. This Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Wajarri Yamatji Royalty - A royalty is payable to Wajarri Yamatji Native Title Claim Group (represented by the Yamatji Marlpa Aboriginal Corporation) in respect of products produced from tenements located within the Glenburgh Project, on the following basis:
i. for the first four quarters in which gold metal is produced from such tenements, the royalty payable is equal to 0.5% of the royalty value of that gold metal; and
ii. for each subsequent quarter in which gold metal is produced from such tenements, the royalty payable ranges from 0.25% - 1.50% of the royalty value depending on the weight of gold metal produced ranging from 0 - 50,000 oz per quarter.
The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD).
State Royalty - A royalty is payable to the State of Western Australia (under 1978 Mining Act (WA)) equal to 2.5% of the royalty value of gold produced at the Glenburgh Project and Mt Egerton Project tenements in excess of 2,500 ounces per financial year. The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD). The
Management's Discussion and Analysis (continued)
Glenburgh Project and Mt Egerton Project tenements will together constitute one 'royalty project' under the Mining Act and for the purposes of the royalty payable to the State of Western Australia in respect of minerals products from each project.
Creation of subsidiaries
On November 26, 2024, the Company incorporated a wholly-owned subsidiary, BGA Exploration Pty Ltd (BGA) in Australia for the purposes of holding additional mineral tenements on land adjacent to the Glenburgh Project and Mt Egerton Project.
Acquisition by BGA of Glenburgh and Mt Egerton adjacent tenements from Mining Equities Pty Ltd
On December 3, 2024, the Company entered into a tenement sale agreement (Tenement Agreement) to acquire 100% interest in three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project from Mining Equities Pty Ltd, an unrelated party (Vendor). On February 14, 2025, the Company exercised its option to acquire 100% interest in the 4 tenements and issued 500,000 common shares with a fair value of $190,000 to the Vendor. Upon exercising the option, the Company granted a 0.75% NSR royalty to the Vendor.
4. OPERATIONS
Glenburgh and Mt Egerton Projects
On January 14, 2025, the Company announced it had completed the acquisition of the Glenburgh and Mt Egerton Projects, located in the Gascoyne region of Western Australia from Spartan. The Glenburgh Project¹ is a substantial 786km² land package, situated 250km east of Carnarvon, Western Australia. Strategically positioned near the craton margin suture zone between the Glenburgh Terrane and the Yilgarn Craton, hosted within a Paleoproterozoic metamorphic gneiss belt.
The Glenburgh Project has a granted mining lease and a Mineral Resource Estimate of 16.3Mt at 1g/t Au for 510,100 ounces². The key attributes of the Glenburgh Project are:
- Huge exploration upside over 50km of strike: 786km² over highly fertile craton margin, metamorphic belt terrane.
- Metamorphic belts - next generation of discoveries: The potential of the gneissic metamorphic belts surrounding the Yilgarn craton were only recognised in the last few decades - they remain highly underexplored presenting a substantial opportunity.
- Target package identified: Generally characterized by ~100-metre-thick horizon of gneissic rocks with anomalous gold mineralisation encompassing significant high-grade gold zones.
- Mining lease in place: A massive permitting hurdle already cleared.
- Tropicana look-a-like: Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery.
¹ Refer release dated November 6, 2024: Benz to Acquire WA Gold Projects from Spartan Resources.
² Indicated: 13.5Mt at 1.0g/t Au for 430.7koz; Inferred: 2.8Mt at 0.9g/t Au for 79.4koz.
Management's Discussion and Analysis (continued)
On February 6, 2025, the Company announced it had commenced its maiden drill program at the Glenburgh Project with drilling to target high-grade extensions at Zone 126 and Apollo following up previous hits including³:
- 8m at 11.6g/t Au from 187m (VRC1076)
- 28m at 5g/t Au from 156m (VRC0580)
- 24m at 9.1g/t Au from 127m (VRC0535)
- 14m at 8.9 g/t Au from 227m (VRC0578)
Initial drilling completed by Benz targeted the Zone 126 trend, where the Company confirmed a significant new high-grade lens down plunge of previous mineralisation. Early drilling results⁴ included standout intercepts such as 11m at 19.9 g/t Au, 5m at 10.2 g/t Au, and 4m at 12.2 g/t Au, validating a revised structural model that proposed a northeast plunge to the system — a departure from earlier southwest-plunging interpretations. This breakthrough opened up an 18 km corridor of untested fold-plunge targets, substantially expanding the Glenburgh Project's potential.
Follow-up drilling⁵ at Zone 126 in June 2025 delivered a second round of exceptional high-grade intercepts, including 39m at 5.1 g/t Au and 10m at 12.9 g/t Au. These results confirmed both the continuity and the scale of the mineralised system, with multiple mineralised zones remaining open at depth. Drilling has demonstrated that the intercepts closely approximate true width, further strengthening the geological model and confidence in future resource conversion. Additionally, mineralisation was encountered in the previously undrilled area between Zones 126 and 102, including 215m at 0.25 g/t Au with a high-grade core of 4m at 2.6 g/t Au, suggesting broader continuity along strike.
In parallel, broad-scale mineralisation was identified between the Icon and Apollo deposits, with one hole intersecting 220m at 0.37 g/t Au including 124m at 0.52 g/t Au⁶. This discovery indicates the presence of a large, continuous, bulk-tonnage gold system, particularly within the shallowly drilled (average ~100m depth) Icon-Apollo corridor. The Company is now targeting mineralisation to depths of 200-300m to expand the resource footprint both laterally and vertically.
A second rig was mobilised in June to accelerate resource drilling, supporting both open-pit and high-grade underground development strategies. Drilling continues to test extensions of known mineralisation and to define new high-grade lenses along the Zone 126 trend. Structural mapping, now incorporating over 400 measurements, has played a pivotal role in refining further exploration targets.
Together, these activities are feeding into a new Mineral Resource Estimate expected to deliver significant growth in both scale and confidence. Benz's comprehensive approach, integrating advanced geology, aggressive drilling, and regional exploration, is aimed at unlocking the Glenburgh Project's multi-million-ounce potential on a granted mining lease.
Mt Egerton comprises two granted mining leases and five exploration licenses, covering a total area of 179.59km² in the Lower Proterozoic Egerton inlier. Located in the Gascoyne province, approximately 200km northwest of Meekatharra, the Mt Egerton Project hosts the high-grade Hibernian Mine and the
³ Refer release dated November 6, 2024: Benz to Acquire WA Gold Projects from Spartan Resources.
⁴ Refer release dated April 3, 2025: Benz Delivers a New High Grade Gold Discovery at Glenburgh.
⁵ Refer release dated June 30, 2025: Exceptional High-Grade Gold Intercepts at Glenburgh.
⁶ Refer release dated April 28, 2025: Drilling Highlights Exciting Expansion Potential at Glenburgh Gold Project.
Management's Discussion and Analysis (continued)
Gaffney's Find prospect. Previous drilling at Mt Egerton has revealed exceptional high-grade intercepts⁷, including:
- 5m at 96.7g/t Au
- 4m at 91.9g/t Au
- 4m at 75.3g/t Au
- 11m at 42.5g/t Au
These intercepts are associated with quartz veining in shallow southwest-plunging shoots. The Hibernian Mine, which has only been drill-tested to a depth of 70m, shows strong potential for expansion through deeper drill testing and targeting new shoot positions. In addition to depth extension potential at the Hibernian Mine, there is a roughly 8km strike extension to the Hibernian trend under shallow cover that remains underexplored. Mt Egerton hosts an initial Mineral Resource Estimate of 0.28Mt at 3.1g/t Au for 27,000 ounces⁸. The resource is within trucking distance to several operating mills for potential toll treating options.
Acquisition of Additional Strategic Ground in Western Australia
On February 14, 2025, the Company announced that it has exercised an option to acquire three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project. Securing additional, strategic ground aligns with our strategy of growing our resource base in Tier-1 mining jurisdictions. Upon exercising the option, the Company has now secured over ~20km of potential strike extension to the known mineralisation at the Glenburgh Project.
Eastmain Project
The Eastmain Project is located approximately 750km northeast of Montreal and 316km northeast of Chibougamau and comprises 155 contiguous mining claims each with an area of approximately 52.7 ha, covering a total of 8,172.71 ha plus one industrial lease permit. It is accessible by road via the Route 167 extension, a permanent all-season road, and is serviced by an existing camp, all season gravel roads, and an airstrip. The Eastmain Project benefits from access to Chibougamau (population of 7,541) that serves as the main centre of communications and supplies for the area.
On August 7, 2019, the Company entered into the Option Agreement with Fury Gold followed by the Amending Agreement on April 30, 2020. Upon making the final Option Payments on October 23, 2023 and having incurred the required property expenditures prior to this date, the Company exercised its' option to acquire a 75% interest in the Eastmain Project and the Ruby Hill East and West properties.
On May 23, 2023, the Company announced an updated independent Mineral Resource Estimate (MRE) on the Eastmain Project. The updated MRE has been possible following extensive drilling campaigns on the Eastmain Mine Shear Zone during 2021/22.
⁷ Refer release dated November 6, 2024: Benz to Acquire WA Gold Projects from Spartan Resources.
⁸ Indicated: 0.23Mt at 3.4g/t Au for 25koz; Inferred: 0.04 at 1.5g/t Au for 2koz.
Management's Discussion and Analysis (continued)
The updated MRE for the Eastmain Project, prepared by P&E Mining Consultants Inc. (P&E) has been estimated at 621 koz Inferred and 384 koz Indicated gold at respective grades of 5.1 and 9.0 g/t Au.
Table 1: Eastmain Project Updated Mineral Resources at 2.5 g/t Au Cut-off.
| Classification | Tonnes (Mt) | Au (g/t) | Au (koz) |
|---|---|---|---|
| Indicated | 1.3 | 9.0 | 384 |
| Inferred | 3.8 | 5.1 | 621 |
Notes:
1. The Mineral Resources described above have been prepared in accordance with the CIM Standards (Canadian Institute of Mining, Metallurgy, and Petroleum, 2014) and follow Best Practices outlined by CIM (2019).
2. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
3. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
4. The underground Mineral Resources in this estimate have been reported using a 2.5 g/t lower cut-off based on US$1,800/oz Au, 0.77 US$ FX, 95% process recovery and costs of C$125/t mining, C$40/t processing and $15/t G&A. Up-dip cut-and-fill mining is envisioned for extracting mineralization at Eastmain.
5. The Eastmain Zones have been classified as Indicated and Inferred according to drill spacing and two grade estimation passes. Underground Mineral Resources have been classified manually within a constraining volume to remove isolated areas not satisfying reasonable prospects for eventual economic extraction ("RPEEE") and have been reported using an approximate 2 m minimum down hole intercept.
6. Historical workings were depleted from the Mineral Resource model.
7. The bulk density of 2.95 t/m3 has been applied based on measurements taken on the drill core with Au values equal or greater than 2.0 g/t. This value was assigned to the block model.
8. The MRE is based on a block model with a parent block size in mineralized domains of 10 m x 10 m x 10 m with subcells as small as 0.5 m.
9. Tonnage and grades have been expressed in the metric system, and gold metal content has been expressed in troy ounces.
10. The tonnages have been rounded to the nearest 100 kt and the metal content has been rounded to the nearest 1 k ounces. Gold grades have been reported to one decimal place.
This MRE is an update from the previously reported NI 43-101 compliant MRE (2019) of 236.5 koz indicated and 139.3 koz of inferred at respective grades of 8.19 g/t Au and 7.48 g/t Au on the Eastmain Project. This updated MRE was prepared and is reported in accordance with NI 43-101 and JORC 2012 and is effective as of May 24, 2023. The Company engaged International Resource Solutions of Australia and P&E of Canada to prepare the updated MRE of the Eastmain Project. The updated MRE is based on 383 diamond drill holes totalling 103,444 m.
The MRE is sensitive to the selection of a reporting Au cut-off value, as demonstrated in Table 2.
Table 2: Mineral Resource Estimate Sensitivity to Au Cut-off Grade.
| Cut-off Au (g/t) | Indicated | Inferred | ||||
|---|---|---|---|---|---|---|
| Tonnes (Mt) | Au (g/t) | Au (koz) | Tonnes (Mt) | Au (g/t) | Au (koz) | |
| 4.5 | 1.0 | 10.5 | 351 | 1.6 | 7.4 | 370 |
| 4.0 | 1.1 | 10.0 | 362 | 2.1 | 6.6 | 444 |
| 3.5 | 1.2 | 9.6 | 371 | 2.6 | 6.0 | 510 |
| 3.0 | 1.3 | 9.3 | 380 | 3.3 | 5.5 | 576 |
| 2.5 | 1.3 | 9.0 | 384 | 3.8 | 5.1 | 621 |
| 2.0 | 1.4 | 8.6 | 392 | 4.7 | 4.6 | 685 |
| 1.5 | 1.5 | 8.4 | 393 | 5.5 | 4.1 | 733 |
| 1.0 | 1.5 | 8.3 | 394 | 6.0 | 3.9 | 755 |
Notes 1 - 10 below Table 1 also above apply.
Management's Discussion and Analysis (continued)
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Resource Estimates do not account for mineability, selectivity, mining loss and dilution. Inferred Mineral Resources are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that Indicated Mineral Resources will be converted into Mineral Reserves, once economic considerations are applied; or that Inferred Mineral Resources will be converted to Measured and Indicated classifications through further drilling, or into Mineral Reserves, once economic considerations are applied.
The Eastmain Project remains a focus for the Company with further gold targeting studies being undertaken the first half of 2025. The studies focused on both the high-grade structural trends of the Eastmain Mine, and new regional opportunities within the tenement package. The Upper Eastmain belt remains underexplored and is in the right geological setting for a new significant gold discovery.
Ruby Hill Properties
The Ruby Hill East property is located within the upper Eastmain greenstone belt of James Bay, Québec where the Eastmain Gold deposit is located. The Stornoway diamond mine is located about 80 km north of the property. The Ruby Hill East property consists of 88 mineral claims (4,640 ha) in a single block contiguous to the west with the Eastmain Mine Project. Fury Gold completed drill programs in 2008 and in 2016. In 2008, eight holes were drilled totalling 1,263m. In 2016, five diamond drill holes were completed totalling 1,044m.
The Ruby Hill West property is located approximately 800 km north of Montreal, 320 km north-northeast of Chibougamau and 160 km north of Temiscamie, Québec. The Ruby Hill West property consists of 302 contiguous claim cells (15,919.18 ha) in a single block. The eastern boundary of the property is located approximately 18km west of the Eastmain Project and 10 km from highway 167 North. The Ruby Hill West property is helicopter accessible from the base camp on the Eastmain Project.
During the year ended April 30, 2025, minimal exploration activities were completed on the Ruby Hill properties but the Company anticipates ongoing activities during the second half of 2025.
Corporate Activities
On November 14, 2024, the Company completed a private placement of 18,181,820 CDIs issued at a price of A$0.22 per CDI for gross proceeds of $3,631,388 (A$4,000,000). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $253,349 in the form of professional fees.
On April 23, 2025, the Company completed the first tranche of a private placement of 28,722,000 CDIs issued at a price of A$0.40 per CDI for gross proceeds of $10,181,035 (A$11,488,800). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $690,741 in the form of professional fees.
On April 25, 2025, the Company issued 2,215,000 common shares on the exercise of stock options for total proceeds of $266,770.
On July 24, 2025, the Company completed the second tranche of a private placement of 5,028,750 CDIs issued at a price of A$0.40 per CDI for gross proceeds of $1,810,350 (A$2,011,500). Each CDI represents one underlying common share in the Company on a one for one basis.
On November 26, 2024, the Company appointed Mark Lynch-Staunton as its Chief Executive Officer. Since joining Benz as Chief Development Officer in December 2023, Mr Lynch-Staunton has played a pivotal role in advancing Benz's strategic initiatives and expanding its portfolio of high-quality gold assets, particularly
Management's Discussion and Analysis (continued)
with the recent acquisitions of the Glenburgh Project and the Mt Egerton Project, located in Western Australia, from Spartan.
On January 14, 2025, and following completion of the Spartan Transaction, the Company appointed Nick Jolly to the Board as a Non-Executive Director. Mr Jolly is Spartan's nominee director and the current General Manager at Spartan. Mr Jolly has been instrumental in Spartan's transformational discovery at Dalgaranga and will provide a wealth of knowledge and expertise to Benz.
5. SELECTED ANNUAL INFORMATION
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Net loss | $ (7,504,189) | $ (4,024,481) | $ (4,776,962) |
| Basic and diluted loss per share | (0.04) | (0.02) | (0.04) |
| Total assets | 25,752,807 | 7,620,353 | 13,074,001 |
| Total liabilities | 2,858,432 | 363,055 | 4,308,225 |
For the year ended April 30, 2025, the Company had a net loss of $7,504,189 compared to a net loss of $4,024,481 in the prior year, an increase of $3,479,708. This increase in net loss from the prior year primarily resulted from an increase in general and administration costs totalling $1,816,850, comprising principally of increases salaries and wages of $140,498 and share-based payments of $1,695,164, and an increase in the Company's reclamation provision totalling $887,215. These in turn were offset by a reduction in the year in exploration and evaluation expenditures to $3,008,631 from $3,848,259, a reduction of $839,628. Finally, losses in the prior year were primarily reduced by the impacts the Québec wildfires during the exploration season of 2023 had on exploration activities. The fires reduced the comparative years losses because the Company was unable to meet its exploration budget, but the resultant shortfall prevented the Company from meeting its flow-through expenditure commitments prior to the deadline of December 31, 2023. This in turn triggered payments to indemnify the tax liabilities of flow-through share subscribers and Part XII.6 tax and penalties to the government. The overall impact of indemnification payments, taxes and penalties arising and the gains from the resultant settlement of the Company's flow-through share premium liabilities had the effect of reducing overall losses in the prior year by $1,411,599.
Exploration and evaluation expenditures
Exploration and evaluation expenditures for the Glenburgh, Mt Egerton, Eastmain, Ruby Hill East and West, and the Windy Mountain projects combined, for the years ending April 30, 2025 and 2024, consisted of the following:
| April 30, 2025 | April 30, 2024 | |
|---|---|---|
| $ | $ | |
| Geology | 993,108 | 1,518,461 |
| Location/camp services | 79,920 | 116,278 |
| Drilling | 1,202,261 | 1,742,492 |
| Geochemical analysis | 333,782 | 572,158 |
| Geophysics | 151,611 | 237,870 |
| Environment | 83,626 | 39,776 |
| Health and safety | - | 128,643 |
| Property maintenance | 284,041 | 33,433 |
| Exploration tax credits | (119,718) | (540,852) |
| Total exploration and evaluation costs | 3,008,631 | 3,848,259 |
Management's Discussion and Analysis (continued)
For the year ended April 30, 2025, the Company had total assets of $25,752,807 compared to total assets of $7,620,353 in the prior year. The increase in net assets from the prior year primarily resulted from increases in investing activities and financing activities as discussed below (refer section 6).
6. REVIEW OF FINANCIAL RESULTS
Summary of Quarterly Results
| Apr. 30, 2025 | Jan. 31, 2025 | Oct. 31, 2024 | Jul. 31, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Jul. 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Interest income | $12,531 | $20,205 | $13,357 | $22,600 | $19,443 | $25,578 | $38,082 | $60,079 |
| Operating loss | (4,458,469) | (2,048,971) | (538,757) | (417,699) | (936,572) | (376,014) | (2,542,805) | (1,743,637) |
| Net loss | (4,538,751) | (2,093,172) | (496,996) | (375,270) | (886,408) | (387,255) | (1,360,372) | (1,390,446) |
| Basic and diluted loss per share | (0.02) | (0.01) | (0.00) | (0.00) | (0.01) | (0.00) | (0.01) | (0.01) |
Quarter Ended April 30, 2025, compared with the Quarter Ended April 30, 2024.
During the quarter ended April 30, 2025, the Company had a net loss of $4,538,751 compared to a net loss of $886,408 for the quarter ended April 30, 2024. The difference between these two quarters is primarily due to the following:
- Increase in exploration and evaluation expenses of $2,059,627 as the Company commenced drilling programs at its newly acquired Glenburgh Project and Mt Egerton Project
- Increase in reclamation costs of $887,215 as the Company adjusted upwards its provision
- Increase in general and administration expenses incurred of $574,624, comprising
- an increase in share-based payments recognised of $964,406
- a decrease in salaries and wages of $13,927
- Increase in losses from foreign exchange of $115,676
Explanation of Quarterly Results
During the three months ended April 30, 2025, the Company recorded an operating loss of $4,458,469 and net loss of $4,538,751. Net loss was mainly comprised of exploration and evaluation costs of $2,201,793, reclamation costs of $1,066,293, management and consulting fees of $57,469, share-based payments of $1,282,755, and salaries and wages of $51,082 offset by interest income of $12,531 and by a reduction to professional fees of $286,722, as these fees were capitalised as Spartan acquisition costs in the quarter.
During the three months ended January 31, 2025, the Company recorded an operating loss of $2,048,971 and net loss of $2,093,172. Net loss was mainly comprised of exploration and evaluation costs of $662,382, listing and filing fees of $104,138, management consulting fees of $95,119, professional fees of $335,681, share-based payments of $730,870, foreign exchange losses of $60,682, offset by interest income of $20,205.
During the three-months ended October 31, 2024, the Company recorded an operating loss of $538,757 and net loss of $496,996. Net loss was mainly comprised of exploration and evaluation costs of $80,429, management & consulting fees of $176,094, professional fees of $108,671, salaries and wages of $66,444, offset by a foreign exchange gain of $31,425 and interest income of $13,357.
During the three months ended July 31, 2024, the Company recorded an operating loss of $417,699 and net loss of $375,270. Net loss was mainly comprised of exploration and evaluation costs of $64,027,
Management's Discussion and Analysis (continued)
salaries and wages of $65,450, share-based payments of $57,814, management and consulting fees of $125,932, and professional fees of $34,955 offset by interest income of $22,600.
During the three months ended April 30, 2024, the Company recorded an operating loss of $936,572 and net loss of $886,408. Net loss was mainly comprised of exploration and evaluation costs of $142,166, reclamation costs of $179,078, management and consulting fees of $111,701, share-based payments of $318,349, salaries and wages of $65,009, professional fees of $61,759 offset by interest income of $19,443.
During the three-months ended January 31, 2024, the Company recorded an operating loss of $376,014 and net loss of $387,255. Net loss was mainly comprised of exploration and evaluation costs of $50,803, management and consulting fees of $127,821, office and miscellaneous expenses of $43,257, salaries and wages of $51,159 and professional fees of $61,051 offset by settlement of flow-through share premium liability of $861,576, and interest income of $25,578. However, in addition, during the quarter there were a number of one-off transactions impacting net loss:
i. The Québec wildfires during the exploration season of 2023 resulted in mandatory evacuations of the area around the Eastmain camp which lead to the Company being unable to fully spend its exploration budget. Consequently, the Company realized a shortfall on it's Canadian and Québec Exploration Expenditures (CEE/QEE) commitments related to its September 21, 2022 flow-through financing (refer section 6 below). In accordance with the flow-through rules, the Company amended the amounts of CEE/QEE and the federal 30% Critical Mineral Exploration Tax Credit (CMETC) previously renounced to the flow-through share subscribers. Under the terms of the subscription agreements, the Company is obligated to indemnify subscribers for the cost of any additional Federal or Provincial income taxes payable as a result of the shortfall. Accordingly, during the quarter, the Company realized a loss of $1,387,818 relating to the indemnification of tax liabilities to the flow-through share subscribers attributable to each subscriber's proportionate share of the shortfall. The Company is also subject to interest on flow-through proceeds renounced under the lookback rules in respect of prior years (Part XII.6 tax), and penalties, in accordance with regulations in the Income Tax Act (Canada), if it is determined that flow-through proceeds were not properly or timely spent on CEE/QEE. During the quarter, the Company realized a loss of $315,164 relating to Part XII.6 tax and penalties.
ii. During the quarter, the Company's Australian GST registration was completed. Included in it's initial return was a refund for GST which had originally been written off along with the underlying expenditures and related to prior fiscal years. Consequently, during the quarter, the Company recognized a gain related to GST refunded amounting to $162,500 which has been recorded as part of net loss for the quarter.
iii. During the quarter, the Company fell victim to a 'Spear Phishing' attack, whereby hackers were able to gain access to a team members' email account and then misrepresent themselves as a key supplier and request changes to the supplier's bank payment details. As soon as the attack was identified the counterparty bank was able to freeze the hacker's account and recover some but not all of the funds. Investigations to trace the remaining funds were unsuccessful. Additional internal controls have now been implemented designed to prevent this incident from recurring. A total of $110,851 was lost as a result of the attack which has been recorded as part of net loss for the quarter.
iv. The Company is entitled to receive Québec Resource Tax Credits and Québec Mining Duties at the rates of 38.75% and 16% respectively on certain eligible exploration expenditures incurred in Québec. During the quarter, the Company recognized the estimated tax credits receivable of $455,000 as a reduction to exploration and evaluation expenditures incurred.
Management's Discussion and Analysis (continued)
During the three-months ended October 31, 2023, the Company recorded an operating loss of $2,542,805 and net loss of $1,360,372. Net loss was mainly comprised of exploration and evaluation costs of $2,301,104, management and consulting fees of $114,243, office and miscellaneous expenses of $54,714, foreign exchange loss of $35,484, offset by settlement of flow-through share premium liability of $1,179,835 and interest income of $38,082.
During the three-months ended July 31, 2023, the Company recorded an operating loss of $1,743,637 and net loss of $1,390,446. Net loss was mainly comprised of exploration and evaluation costs of $1,354,186, management and consulting fees of $129,846, share-based payments of $115,740, foreign exchange loss of $48,888, offset by settlement of flow-through share premium liability of $342,000 and interest income of $60,079.
7. LIQUIDITY AND CAPITAL RESOURCES
A summary of the Company's working capital balances is as follows:
| April 30, 2025 | April 30, 2024 | |
|---|---|---|
| Cash and cash equivalents | 11,787,527 | 3,020,475 |
| Sales taxes recoverable | 332,930 | 34,386 |
| Other receivables | 232,808 | 550,785 |
| Prepaid expenses and deposits | 122,405 | 111,491 |
| Trade and other payables | (998,148) | (171,187) |
| Lease liabilities | (48,247) | - |
| Deferred consideration payable | (418,372) | - |
| Other provisions | (29,715) | (191,868) |
| Working Capital | 10,981,188 | 3,354,082 |
The changes in working capital are primarily due to operating activities, as discussed in the previous section, and investing and financing activities as detailed below.
Cash Used in Investing Activities
Year ended April 30, 2025
During the year ended April 30, 2025, the Company made cash payments of $444,269 (A$500,000) as part consideration for its acquisition of Glenburgh Project and Mt Egerton Project and capitalized acquisition costs paid associated with the transaction totaling $462,384 (A$512,680). It also paid $49,199 (A$55,241) for additions to property and equipment.
Year ended April 30, 2024
During the nine-month period ended January 31, 2024, the Company made cash payments of $1,350,000 pursuant to the terms of the Eastmain amended option agreement.
Cash used in / from Financing Activities
Year ended April 30, 2025
On November 14, 2024, the Company completed a private placement of 18,181,820 CDIs issued at a price of A$0.22 per CDI for gross proceeds of $3,631,388 (A$4,000,000). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $253,349 in the form of professional fees.
Management's Discussion and Analysis (continued)
On April 23, 2025, the Company completed the first tranche of a private placement of 28,722,000 CDIs issued at a price of A$0.40 per CDI for gross proceeds of $10,171,335 (A$11,488,800). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $690,741 in the form of professional fees.
During the year ended April 30, 2025, the Company issued 2,215,000 common shares on the exercise of stock options for total proceeds of $266,770.
On April 3, 2025, the Company granted a total of 8,000,000 stock options to consultants for consideration of $0.00001 per option for total proceeds of $80, comprising 4,000,000 stock options exercisable at a price of $0.45 per share for a period of three years and 4,000,000 stock options exercisable at a price of $0.90 per share for a period of three years.
During the year ended April 30, 2025, the Company made payments under leasing arrangements totaling $9,972 (A$11,185).
Year ended April 30, 2024
During the year ended April 30, 2024, the Company issued 1,377,778 common shares and 1,377,778 compensation warrants on the exercise of 1,377,778 compensation units for proceeds of $234,222.
During the year ended April 30, 2024, the Company issued 7,162,122 common shares on the exercise of 7,162,122 warrants and 1,377,778 common shares on the exercise of compensation warrants for total proceeds of $1,451,783.
8. OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements other than those discussed above.
9. RELATED PARTY TRANSACTIONS
Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing, and controlling the activities of the Company. The remuneration of directors and officers for the three and years ended April 30, 2025 and 2024 were as follows:
| April 30, 2025 | April 30, 2024 | |
|---|---|---|
| Salaries, bonuses, fees and benefits | ||
| Management, director and consulting fees to the officers and directors of the Company (including $54,445 (2024 - $172,840) classified within exploration and evaluation costs and $649,830 (2024 - $522,218) classified within general and administrative expenses) | 704,275 | $ 695,058 |
| Share-based payments | ||
| Officers and directors of the Company | 417,051 | 356,946 |
| 1,121,326 | $ 1,052,004 |
Management's Discussion and Analysis (continued)
In the normal course of operations, the Company transacts with companies related to its directors or officers. The following amounts are payable to related parties, and are included in trade and other payables:
| April 30, 2025 | April 30, 2024 | |
|---|---|---|
| $ | $ | |
| Management fees | 19,198 | 22,620 |
| Provision for accrued vacation | 29,715 | 8,261 |
10. SUBSEQUENT EVENTS
On June 1, 2025, the Company issued 1,050,000 common shares on the exercise of stock options at $0.21 per share for total proceeds of $220,500.
On July 24, 2025, the Company completed the second tranche of a private placement of 5,028,750 CDIs issued at a price of A$0.40 per CDI for gross proceeds of $1,810,350 (A$2,011,500). Each CDI represents one underlying common share in the Company on a one for one basis.
11. PROPOSED TRANSACTIONS
As is typical of the mining industry, the Company is continually reviewing potential merger, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value.
12. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents, other receivables, trade and other payables, and lease liabilities. The fair value of these financial instruments approximates their carrying value due to the relatively short-term maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant credit, liquidity, foreign exchange, interest and price risks arising from these financial instruments. For a summary of how the Company manages these risks, please refer to Note 15 of the audited annual financial statements for the year ended April 30, 2025.
13. ADDITIONAL DISCLOSURES
Additional Disclosure for Venture Issuers without Significant Revenue
Detail regarding material items within general and administrative expenses has been provided throughout this document.
Outstanding Shares
Authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
As at the date of this MD&A, the Company had the following issued and outstanding common shares and unexercised stock options, warrants and agent compensation options:
| Shares and Potential Shares | |
|---|---|
| Common shares outstanding | 258,836,364 |
| Stock options (weighted average exercise price $0.35) | 16,731,250 |
| Compensation units and warrants (weighted average exercise price $0.63) | 1,400,000 |
Management's Discussion and Analysis (continued)
Total common shares and potential common shares
276,967,614
As at April 30, 2025, an amount of 222,857 common shares were held in escrow subject to an escrow agreement with Tusk Exploration Ltd. Due to unmet contractual obligations relating to the completion of an option purchase agreement that was relinquished in 2016, these shares continue to be held. The Company plans to cancel the shares held in escrow at a future date.
As at April 30, 2025, an amount of 33,000,000 CDIs were held in escrow subject to voluntary escrow conditions for a period of 12 months ending January 14, 2026.
Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Critical Judgements and Estimates
The financial statements are prepared in accordance with IFRS. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
The critical judgments and estimates that the Company's management has made in the process of applying the Company's accounting policies that has the most significant effect on the amounts recognized in the Company's financial statements are the impairment of exploration and evaluation assets, the valuation of share-based payments, extension options for leases, the valuation of deferred tax assets and liabilities, the valuation of reclamation provisions, determination of functional currency, assessment of asset acquisition vs business combinations, and valuation of consideration payable in asset acquisitions.
For a summary of significant accounting judgements and estimates, please refer to Note 2 of the audited annual financial statements for the year ended April 30, 2025. Management believes it has made estimates that best reflect the facts and circumstances, however, actual results may differ from estimates.
Management Changes
On November 17, 2023, Mark Lynch-Staunton was appointed Chief Development Officer and on November 26, 2024, Mark Lynch-Staunton transitioned to the role of Chief Executive Officer.
On January 14, 2025, Nick Jolly was appointed as a Director.
14. RISKS AND UNCERTAINTIES
Our business, operating, and financial condition could be harmed due to any of the following risks. The risks described below are not the only ones facing our Company. Additional risks not presently known, or that the Company currently deems immaterial, may also impair our business operations. If any such risks actually occur, the financial condition, liquidity, and results of operations of the Company as well as the ability of the Company to implement its growth plans could be materially adversely affected.
Management's Discussion and Analysis (continued)
The following is a description of certain risks and uncertainties that may affect the business of the Company.
Limited Operating History
The Company is a relatively new company with limited operating history and no history of business or mining operations, revenue generation, or production history. The Company was incorporated on November 9, 2011 and has yet to generate a profit from its activities. The Company is subject to all the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.
Exploration, Development, and Operating Risks
The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience, and knowledge may not eliminate. Few properties, which are explored, are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature, and there can be no assurance that any minerals discovered will be discovered in sufficient quantities to warrant commercial exploitation. The Company's operations will be subject to all of the hazards and risks normally encountered in the exploration, development, and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding, and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations, and financial performance of the Company.
Substantial Capital Requirements and Liquidity
Substantial additional funds will be required and there can be no assurances given that the Company will be able to raise the necessary funds. To meet such funding requirements, the Company may undertake additional equity financing, which would be dilutive to shareholders. There is no assurance that additional financing will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain additional financing as needed, it may be required to discontinue operations.
Competition
There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other mining companies, many of which have greater financial, technical, and other resources than the Company, for, among other things, the acquisition of minerals claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.
Reliance on Management and Dependence on Key Personnel
The success of the Company is currently largely dependent upon the performance of its directors and officers, and the ability to attract and retain its key personnel. The loss of the services of these persons may have a material adverse effect on the Company's business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers
Management's Discussion and Analysis (continued)
or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
Fluctuating Mineral Prices and Marketability of Minerals
The market price of any mineral is volatile and affected by many factors beyond the Company's control, including but not limited to: international supply and demand, consumer product demand levels, international economic trends, commodity prices, operations costs, variations in mineral grade, fluctuations in the market price of minerals, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events, and international events as well as a range of other market forces. Depending on the price of certain minerals, the Company may determine that it is impractical to continue its mineral exploration or development operations, if any. Sustained downward movements in mineral market prices could render less economic, or uneconomic, some or all of the mineral extraction and/or exploration activities to be undertaken by the Company. The marketability of minerals is affected by factors such as government regulation of mineral prices, royalties, allowable production, and the importation and exportation of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of minerals found, if any, on the Company's properties.
No Mineral Reserves or Mineral Resources
Mineral resources are estimates of the size and grade of deposits based on limited sampling and on certain assumptions and parameters. No assurance can be given that the anticipated tonnages and grades will be achieved or realized. Prolonged declines in the market price of silver, copper, lead or zinc may render mineral resources containing relatively lower grades of mineralization uneconomic and could materially reduce any estimate of resources. Should such declines occur, the Company could be required to take a material write-down of its investment in mining properties or the development of new projects, resulting in increased net losses.
Environmental Risks
All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions, local laws, and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that operations be operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs.
Governmental Regulations and Processing Licenses and Permits
The activities of the Company are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards, and occupational health, mine safety, toxic substances, and other matters. Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted, or that existing rules and regulations will not be applied in a manner, which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations, and financial performance of the Company. Further, the mining licenses and permits issued in respect of its projects
Management's Discussion and Analysis (continued)
may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Company's investments in such projects may decline.
Conflicts of Interest
Certain directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The Business Corporations Act of British Columbia (BCBCA) provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.
Markets for Securities
There can be no assurance that an active trading market in the Company's shares will be established and sustained. The market price for the Company's shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of the Company's peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of Company. The stock market has from time-to-time experienced extreme price and volume fluctuations, particularly in the mining sector.
Uninsurable Risks
Exploration, development, and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes, and other environmental occurrences. It is not always possible to obtain insurance against all such risks, and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company's results of operations and financial condition and could cause a decline in the value of the Company's shares. The Company does not intend to maintain insurance against environmental risks.
15. APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A.
16. FORWARD LOOKING INFORMATION
This MD&A is based on a review of the Company's operations, financial position, and plans for the future based on facts and circumstances as of July 30, 2025.
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward looking statements" (collectively Forward-Looking Information) as such term is used in applicable Canadian securities laws. Forward-Looking Information includes, but is not limited to, disclosure regarding the acquisition of the Glenburgh and Mt Egerton projects as well as certain tenements adjacent thereto and the anticipated benefits thereof, planned exploration and related activities on the Glenburgh and Mt Egerton projects and the anticipated timing of completion of both acquisitions. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipates", "complete", "become", "expects", "next steps", "commitments" and "potential", in relation to certain actions, events or results "could", "may", "will",
Management's Discussion and Analysis (continued)
"would", be achieved. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all requisite approvals in respect of the both acquisitions will be received, and all conditions precedent to completion of the acquisitions will be satisfied, in a timely manner; the Company will be able to raise additional capital as necessary; the current exploration, development, environmental and other objectives concerning the Company's Projects (including Glenburgh and Mt Egerton) can be achieved; and the continuity of the price of gold and other metals, economic and political conditions, and operations.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at and www.asx.com.au. Accordingly, readers should not place undue reliance on Forward-Looking Information. The Forward-looking information in this news release is based on plans, expectations, and estimates of management at the date the information is provided and the Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
17. COMPETENT PERSON'S STATEMENT
Competent Person's Statement (JORC Code)
The Mineral Resource Estimates for the Eastmain Project and the Glenburgh Project were previously reported in accordance with Listing Rule 5.8 on 24 May 2023 and 6 November 2024, respectively. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and confirms that all material assumptions and technical parameters underpinning the Estimates continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcements.
The information in this announcement that relates to historical exploration results was first reported to the ASX in accordance with ASX Listing Rule 5.7 on the dates identified throughout this announcement. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements.
Qualified Person (NI 43101)
The disclosure of scientific or technical information in this news release is based on, and fairly represents, information compiled by Dr Marat Abzalov. Dr Abzalov, who is a Qualified Person as defined by NI 43-101, and member in good standing as a Fellow of The Australasian Institute of Mining and Metallurgy (#202718). Dr Abzalov has reviewed and approved the technical information in this news release. Dr Abzalov has shares in Benz Mining Corp.
Historical Mineral Resource Estimates
All mineral resource estimates in respect of the Glenburgh and Mt Egerton Projects in this news release are considered to be "historical estimates" as defined under NI 43-101- Standards of Disclosure for Mineral Projects (NI 43-101). These historical estimates are not considered to be current and are not being treated as such. These estimates have been prepared in accordance with the Australasian Code for Reporting of
Management's Discussion and Analysis (continued)
Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC Code) and have not been reported in accordance with NI 43-101. A qualified person (as defined in NI 43-101) (Qualified Person) has not done sufficient work to classify the historical estimates as current mineral resources. A Qualified Person would need to review and verify the scientific information and conduct an analysis and reconciliation of historical data in order to verify the historical estimates as current mineral resources.
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