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Canada One Mining Corp. — Management Reports 2025
Apr 1, 2025
43983_rns_2025-04-01_695453a1-530b-4a8e-a413-49dc77061fca.pdf
Management Reports
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CANADA ONE MINING CORP. (“the Company”)
250 - 750 West Pender Street, Vancouver
British Columbia, Canada
V6C 2T7
April 1, 2025
MANAGEMENT DISCUSSION & ANALYSIS
This management discussion and analysis (“MD&A”) should be read in conjunction with the condensed interim consolidated financial statements for the six months ended January 31, 2025, and the audited consolidated financial statements for the year ended July 31, 2024 and 2023 and the related notes contained therein. The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.
All amounts in the consolidated financial statements and this discussion and analysis are expressed in Canadian dollars, unless otherwise indicated.
Additional information relating to our company is available on SEDAR+ at www.sedarplus.ca.
Forward-looking information
Certain information in this MD&A, including all statements that are not historical facts, constitutes forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking information may include, but is not limited to, information which reflect management’s expectations regarding the Company’s future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Often, this information includes words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
In making and providing the forward-looking information included in this MD&A the Company’s assumptions may include among other things: (i) assumptions about the price of metals; (ii) that there are no material delays in the optimisation of operations at the exploration and evaluation assets; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; (v) that there is no unanticipated fluctuation in foreign exchange rates; and (vi) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include among other things the following: (i) decreases in the
price of base metals; (ii) the risk that the Company will continue to have negative operating cash flow; (iii) the risk that additional financing will not be obtained as and when required; (iv) material increases in operating costs; (v) adverse fluctuations in foreign exchange rates; and (vi) environmental risks and changes in environmental legislation.
This MD&A (See “Risks and Uncertainties”) contains information on risks, uncertainties and other factors relating to the forward-looking information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company’s control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to reissue or update forward looking information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking information disclosed in this document is qualified by this cautionary statement.
Overview
We are a mineral exploration company engaged in the acquisition, exploration and development of exploration and evaluation assets (primarily base and precious metals). We do not have any producing exploration and evaluation assets at this time. Our business is presently focused on the exploration and evaluation of various mineral deposits in the Province of British Columbia, Canada.
We are a reporting issuer in each of the Provinces of British Columbia and Alberta. Our head and principal office is located at Suite 250 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T7. Our registered and records office is located at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8.
On August 25, 2017, the Company changed its name to “Canada One Mining Corp.” Effective at the open of markets on August 30, 2017, trading commenced on the TSX Venture Exchange (“TSX-V”) under the new name and ticker symbol “CONE”.
Exploration and Evaluation Assets
Copper Dome Project (previously called the Princeton Copper Project)
The Company owns a 100% interest in the Copper Dome Project. The project is 7,997 hectares in size and is contiguous to Copper Mountain mine, owned by Hudbay Minerals Inc. (TSXV: HBM) located near Princeton, British Columbia. The mine has a Proven and Probable Mineral Reserve of 702 Mt of 0.24% Cu (hudbayminerals.com). Copper Dome’s northern boundary lies 1.5 km from the mine’s deposits.
The Project is segmented as follows: Copper Dome Central, Copper Dome South and the recently acquired Copper Dome East. Over $2.5MM has been spent by the Company in past exploration work on Copper Dome Central. The majority of the effort has been concentrated in and around the porphyry copper occurrences at Combination and Friday Creeks which are contiguous to the Copper Mountain mine. Since 2009, the following has been completed at Copper Dome: 25 km 3D IP and ground magnetic surveys, established baseline and completed road improvements, completed soil and rock sampling program, over 1 km of trenching and several drill programs that have confirmed the presence of copper mineralization.
Project Highlights
- The Company has spent over $2.5M exploration dollars on the Project to date
- The Project lies within the lower portion of the Quesnel Trough porphyry belt, a well-established mining district. The belt extends north from the Copper Mountain Mine, through the Elk, Brenda, Craigmont, Highland Valley, and New Afton mines
- Previous drilling has confirmed the presence of high-grade copper associated with northeast running geological structures similar to those seen at the Copper Mountain Mine
- Potential for palladium (Pd), platinum (Pt) and gold (Au) exists within the western portion of the Property
- Multiple zones of mineralization have been discovered on the Property to date
- Excellent infrastructure provides year-round access with low-cost exploration and low jurisdictional risk
- Past exploration includes airborne magnetics flown over the entire Project, 51km of induced polarization (IP) surveyed over areas of interest, electro-magnetics (EM) surveyed over half of the Project area, 2,253 soil and 378 rock samples collected, over 8,900m of diamond drilling and over 1km of trenching
The property is subject to a 2% NSR which may be purchased as follows: 1% for $100,000 and the remaining 1% for $300,000.
Zeus Property
The Company owns a 100% interest in the Zeus gold property located in Lillooet, British Columbia. The claims are subject to a 2% NSR, which may be purchased for $500,000 per 1% NSR.
Goldrop Property
The Company recently acquired 100% of the Goldrop property located 4km west of Copper Mountain mine’s Ingerbelle deposit, Princeton, British Columbia.
Performance Summary
The following is a summary of the significant events and transactions that occurred during the period ended January 31, 2025 and for the subsequent period to the report date:
a. In September 2024, the Company terminated its option agreement to acquire the CM1 property previously announced on October 26, 2023 and amended on July 9, 2024. There are no outstanding liabilities or obligations associated with the termination of the agreement.
b. In October 2024, the Company appointed Mr. Peter Berdusco as the interim Chief Financial Officer, effective immediately as Mr. Mike Kinley resigned as the Chief Financial Officer.
c. In December, 2024, the Company purchased 100% of the Goldrop property which is located 4km west of Copper Mountain mine’s Ingerbelle deposit, Princeton, British Columbia.
d. In December, 2024, the Company terminated the option agreement for the CM1 property. There were no outstanding liabilities or obligations associated with the termination.
e. In March, 2025, Mr. Rodney Stevens resigned from the board and was replaced by Dr. Maria Mockova.
f. In March, 2025, the Company claim staked, 1,728 hectares of new ground, contiguous to the Copper Dome project. The new claim group is termed, Copper Dome East.
Results of Operations for the six months ended January 31, 2025 and 2024
Overview
For the six months ended January 31, 2025, the Company incurred a net loss and comprehensive loss of $163,942 (2024 - $445,927). The Company expects to continue to incur losses for fiscal 2025 as exploration and evaluation assets are developed.
Expenses
Details of significant fluctuations in loss are as follows:
- Professional fees of $38,025 (2024 - $70,929). Professional fees decreased due to decreased legal and audit services rendered in the current period.
- Investor relations of $266 (2024 - $142,500). Investor relations decreased due to management’s decision to decrease spending in this area.
Results of Operations for the three months ended January 31, 2025 and 2024
Overview
For the three months ended January 31, 2025, the Company incurred a net loss and comprehensive loss of $92,330 (2024 - $289,741). The Company expects to continue to incur losses for fiscal 2025 as exploration and evaluation assets are developed.
Expenses
Details of significant fluctuations in loss are as follows:
- Professional fees of $25,500 (2024 - $30,136). Professional fees decreased due to decreased legal and audit services rendered in the current period.
- Investor relations of $Nil (2024 - $142,500). Investor relations decreased due to management’s decision to decrease spending in this area.
Summary of Quarterly Results
The following table sets out selected consolidated quarterly information for the last eight quarters.
| Three Months Ended | January 31, 2025 | October 31, 2024 | July 31, 2024 | April 30, 2024 |
|---|---|---|---|---|
| Revenue | $ Nil | $ Nil | $ Nil | $ Nil |
| Exploration and evaluation assets | 644,907 | 633,337 | 633,337 | 841,546 |
| Net Loss | (92,330) | (58,710) | (156,186) | (95,152) |
| Basic and Diluted Loss Per Share | (0.00) | (0.00) | (0.00) | (0.00) |
| Three Months Ended | January 31, 2024 | October 31, 2023 | July 31, 2023 | April 30, 2023 |
| Revenue | $ Nil | $ Nil | $ Nil | $ Nil |
| Exploration and evaluation assets | 746,275 | 145,775 | 141,775 | 21,646 |
| Net Loss | (289,741) | (156,186) | (74,930) | (184,282) |
| Basic and Diluted Loss Per Share | (0.01) | (0.01) | (0.00) | (0.01) |
Liquidity and Capital Resources
The Company's cash and working capital deficit position as at January 31, 2025 compared to July 31, 2024 is as follows:
| January 31, 2025 | July 31, 2024 | |
|---|---|---|
| Cash | $ 78 | $ 5,159 |
| Working capital deficit | (1,547,504) | (1,471,992) |
Long-term profitability will be directly related to the success of our exploration and evaluation asset acquisition and exploration activities. Management will pursue additional financing to fund exploration and evaluation assets acquisition and exploration activities, and/or enter into joint venture agreements with third parties, as we do not generate any revenue from operations.
Management believes that the current cash and working capital position will sustain operations. However, there can be no assurance that financing will be available to us in the amount required or, if available, that it can be obtained on terms satisfactory to us. These uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
The Company does not have any long-term debt obligations.
Transactions with Related Parties
Key management compensation includes all fees paid or accrued to officers and/or directors described in this note. Except as disclosed elsewhere in these consolidated financial statements, related party transactions incurred during the period ended January 31, 2025 were as follows:
During the period ended January 31, 2025, the Company incurred management fees amounting to $25,000 (2024 - $30,000), rent of $12,500 (2024 - $17,500) to a company owned by the CEO, who is also the interim CFO and a director of the Company. As at January 31, 2025, the Company owed $47,500 (July 31, 2024 - $29,512) to the CEO and a company he owned, which is non-interest bearing, unsecured, and due on demand.
During the period ended January 31, 2025, the Company incurred management fees amounting to $Nil (2024 - $18,000) to a company owned by the former CFO, who is also a director of the Company. As at January 31, 2025, the Company owed $253,800 (July 31, 2024 - $253,800) to the company owned by the former CFO, which is non-interest bearing, unsecured and due on demand.
As at January 31, 2025, the Company owed $110,000 (July 31, 2024 - $110,000) to a company controlled by a related party of the CEO, which is non-interest bearing, unsecured, and due on demand.
As at January 31, 2025, the Company was owed $1,000 (July 31, 2024 - $1,000) from a company controlled by a related party of the CEO of the Company.
Share Capital
Authorized share capital consists of an unlimited number of common shares without par value.
As at the date of this report, the Company had 45,576,786 common shares outstanding.
Stock options:
| Number of Options | Exercise Price | Expiry Date |
|---|---|---|
| 2,200,000 | $0.05 | 29-Jul-25 |
| 2,200,000 |
Warrants:
| Number of Warrants | Exercise Price | Expiry Date |
|---|---|---|
| 5,529,165 | $0.15 | 5-Sep-26 |
| 5,529,165 |
Risks and Uncertainties
The carrying values of the Company’s cash, reclamation bonds, accounts payable and accrued liabilities, loans payable and advances from related parties approximate their value due to their short-term nature.
The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.
Credit Risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.
The Company’s credit risk is primarily attributable to its holdings of cash and reclamation deposits. The carrying amounts of these financial assets represent the maximum credit exposure. The Company manages credit risk by placing its cash with major financial institutions in conservative cash-based liquid investments. Reclamation bonds are held with state or provincial government authorities. The Company monitors its exposure to credit risk on an ongoing basis.
Liquidity Risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is forecasting cash flows from operations and anticipating investing and financing activities.
Accounts payable have maturities of 90 days or less and are subject to normal trade terms. Advances from related party are due on demand.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The risks to which the Company is exposed are:
i) Interest rate risk
The Company is not exposed to significant interest rate risk.
ii) Foreign currency risk
The Company’s functional currency is the Canadian dollar. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets and liabilities and operating results. The Company does not manage currency risks through hedging or other currency management tools.
As at the date of this report, the Company did not have any significant financial instruments subject to currency risk denominated in United States.
iii) Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk. The Company is not exposed to significant other price risk.
Our principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks, but not limited to, environmental, metal prices, political and economical. Although we have taken steps to verify the title to exploration and evaluation assets in which we have an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Property titles may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
We have no significant sources of operating cash flow and no revenue from operations. Additional capital will be required to fund our exploration program. The sources of funds available to us are the sale of marketable securities, sale of equity capital or the offering of an interest in its project to another party. There is no assurance that we will be able to obtain adequate financing in the future or that such financing will be advantageous to us.
The property interests owned by us or in which we have an option to earn an interest are in the exploration stages only, are without known bodies of commercial mineralization and have no ongoing mining operations. Mineral exploration involves a high degree of risk and few properties, which are explored, are ultimately developed into producing mines. Exploration of our mineral exploration may not result in any discoveries of commercial bodies of mineralization. If our efforts do not result in any discovery of commercial mineralization, we will be forced to look for other exploration projects or cease operations.
We are subject to the laws and regulations relating to environmental matters in all jurisdictions in which we operate, including provisions relating to property reclamation, discharge of hazardous materials and other matters. We may also be held liable should environmental problems be discovered that were caused by former owners and operators of our properties in which we previously had no interest. We conduct its mineral exploration activities in compliance with applicable environmental protection legislation. We are not aware of any existing environmental problems related to any of our current or former properties that may result in material liabilities to us.
Financial Instruments
The Company lists its significant accounting policies and its financial instruments in Notes 2 and 3, respectively, to its condensed interim consolidated financial statements for the period ended January 31, 2025
Dependence on Management
We are dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on our business. We do not maintain key employee insurance on any of our employees.
Off-Balance Sheet Arrangements
We did not enter into any off-balance sheet transactions or commitments as defined by NI 51-102.
Change in Management
Subsequent to period ended January 31, 2025, the Company announced that Mr. Rodney Stevens resigned as an independent director of the Company and has been replaced by Dr. Maria Mockova.