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Canter Resources — Management Reports 2025
May 30, 2025
48236_rns_2025-05-30_30c62d95-c1b2-422f-a528-0241fc2183f4.pdf
Management Reports
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Canter Resources
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE NINE MONTHS ENDED MARCH 31, 2025
Table of Contents
INTRODUCTION... 3
FORWARD-LOOKING INFORMATION... 3
COMPANY OVERVIEW... 3
CORPORATE HIGHLIGHTS... 4
CHANGE IN MANAGEMENT... 4
EXPLORATION AND EVALUATION ASSETS... 5
SELECTED INFORMATION... 10
SUMMARY OF QUARTERLY INFORMATION... 11
RESULT OF OPERATIONS... 12
LIQUIDITY AND CAPITAL RESOURCES... 14
OUTSTANDING SHARE DATA... 14
RELATED PARTY TRANSACTIONS AND BALANCES... 16
OFF-BALANCE SHEET FINANCING ARRANGEMENTS... 17
PROPOSED TRANSACTIONS... 17
CRITICAL ACCOUNTING ESTIMATES... 17
NEW ACCOUNTING STANDARDS... 17
COMMITMENTS... 18
CONTINGENCIES... 18
FINANCIAL INSTRUMENTS... 18
RISKS AND UNCERTAINTIES... 18
CONFLICTS OF INTEREST... 20
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS... 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
INTRODUCTION
This Management Discussion and Analysis (the "MD&A") of Canter Resources Corp.'s ("Canter" or the "Company") financial position and results of operations for the nine months ended March 31, 2025 is prepared as at May 30, 2025. This MD&A should be read in conjunction with the unaudited consolidated interim financial statements of the Company and the notes relating thereto, for the nine months ended March 31, 2025. The unaudited consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All financial amounts are stated in Canadian currency unless stated otherwise. Additional information relating to the Company is filed on SEDAR at www.sedarplus.ca.
FORWARD-LOOKING INFORMATION
This MD&A may contain forward-looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of exploration or other risk factors beyond its control. Actual results may differ materially from the expected results.
Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, which are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under "Risks and Uncertainties" as well as in our public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
COMPANY OVERVIEW
Canter Resources Corp. (the "Company") was incorporated under the British Columbia Business Corporations Act on March 7, 2018.
The Company's corporate office and principal place of business is Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, V6J 4M6. On December 31, 2021, the Company's common shares began trading on the Canadian Securities
Page 3 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
Exchange ("CSE") under the ticker symbol CRC. On October 17, 2023, the Company's common shares were listed on the Frankfurt Stock Exchange under the symbol CRC.
The Company's principal business activities include the acquisition and exploration of mineral property assets. As at March 31, 2025, the Company holds interests in early-stage mineral exploration properties located in the United States and the Company has not yet determined whether the Company's mineral property assets contain a deposit of minerals that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets are dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the properties or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
The Company had the following subsidiaries as of the date of this MD&A, March 31, 2025, and June 30, 2024:
| Percentage of Ownership | ||||
|---|---|---|---|---|
| Country of incorporation | As of the date of this MD&A | March 31, 2025 | June 30, 2024 | |
| Altitude Ventures Corp. ("Altitude")^ | British Columbia, Canada | 100% | 100% | 100% |
| Altitude Lithium USA Corp. ("Altitude US")^ | Nevada, United States | 100% | 100% | 100% |
^ The acquisition was completed on November 11, 2023.
CORPORATE HIGHLIGHTS
- On September 12, 2024, the Company announced the acquisition of the Railroad Valley Lithium-Boron Project [See Section: Exploration and Evaluation Assets for details.]
- On October 17, 2024, the Company announced the completion of the acquisition of the Railroad Valley Lithium-Boron Project. [See Section: Exploration and Evaluation Assets for details.]
- On October 30, 2024, the Company announced amendments to the underlying agreements to its Columbus Lithium-Boron Project to defer cash payment obligations. [See Section: Exploration and Evaluation Assets for details.]
- On December 10, 2024, the Company announced acquisition of additional mineral claims comprising of 2,224 acres within the central part of the Columbus Lithium-Boron Project. [See Section: Exploration and Evaluation Assets for details.]
- On February 13, 2025 the Company announced it had engaged Sunstone Environmental Solutions to assist with submission of an amended Notice of Intent (NOI) to the Bureau of Land Management (BLM) for its Columbus Lithium-Boron Project. [See Section: Exploration and Evaluation Assets for details.] The amended NOI was submitted to the BLM on March 4, 2025, which was approved on April 7, 2025. This approval provides the necessary authorization for the Company to execute an expanded drilling program targeting deeper and more extensive lithium-boron mineralization.
CHANGE IN MANAGEMENT
- On August 20, 2024, the Company established the Compensation Committee and Ken Cunningham, Warwick Smith, and Eric Saderholm were appointed members. The Company also established the Technical Advisory Committee, where Eric Saderholm and Ken Cunningham were appointed members.
Page 4 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
- On April 15, 2025, the Company announced the appointment of Warwick Smith as Executive Chairman of the Board of Directors.
EXPLORATION AND EVALUATION ASSETS
Eric Saderholm is the designated Qualified Person ("QP") under National Instrument 43-101 (NI 43-101), who has reviewed and approved the technical information disclosed in this MD&A.
Columbus Lithium-Boron Property
In connection with the AVC Acquisition, the Company entered into an option agreement to acquire a 100% interest of the Columbus Lithium-Boron Project located in the Columbus Salt Marsh Basin, Esmeralda County, Nevada, USA (the "CLB Agreement"). The option agreement was entered into by Altitude US on November 9, 2023. The CLB Agreement was subsequently amended on October 29, 2024 (the "Amended CLB Agreement").
Pursuant to the Amended CLB Agreement, to acquire 100% interest of the Columbus Lithium-Boron Project, the Company is required to make the following payments to the optionors of the Columbus Lithium-Boron Property (the "CLB Optionors"):
| Cash (US$) | Common Shares (#) | |
|---|---|---|
| Within 5 business days of the CLB Effective Date | 160,000* | - |
| Within 60 days following the CLB Effective Date | - | 1,750,000** |
| Within 12 months of the CLB Effective Date | - | 1,000,000^ |
| Within 18 months of the CLB Effective Date | - | 1,000,000^^ |
| Within 30 months of the CLB Effective Date | 250,000 | - |
| On or before the earlier of: | ||
| 36 months of the CLB Effective Date | ||
| 30 days after publishing the technical report for the Columbus Lithium-Boron Property prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects which includes a current mineral resource estimate on the Columbus Lithium-Boron Property | 600,000*** | -*** |
- This amount was paid prior to the AVC Acquisition.
** Issued on January 5, 2024 with fair value of $1,295,000.
*** $300,000 should be paid either by cash or 1,000,000 common shares at the election of the Company.
^ Issued on November 8, 2024 with fair value of $65,000.
^^ Issued subsequent to March 31, 2025.
In addition, within 36 months following the CLB Effective Date, in order to exercise the Option, the Company is obligated to complete 2,500 feet of drilling and drill one hole to a depth of at least 1,500 feet (the "CLB Drilling Program"). Should the Company experience delays due to the review or issuance of necessary permits by any governmental authority, the duration of the CLB Drilling Program may be extended up to a maximum of 54 months from the CLB Effective Date.
As consideration for the CLB Agreement and Water Rights Appurtenance Agreement ("WRA Agreement") amendments, the Company issued 500,000 common shares with fair value of $40,000 to the CLB Optionors on November 6, 2024.
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Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
Furthermore, within 60 days of the CLB Effective Date, the Company is required to reimburse the CLB Optionors the annual mining claim maintenance fees of Columbus Lithium-Boron Property paid by the CLB Optionors since June 1, 2023, to the U.S. Department of the Interior Bureau of Land Management and documented payments of state mining claim fees paid to Esmeralda County, Nevada to keep the Columbus Lithium-Boron Property in good standing (US$203,784 was paid to the CLB Optionors).
The CLB Optionors will retain a production royalty equal to 2.5% of the gross value from all mineral production from the Columbus Lithium-Boron Project, including any unpatented mining claims located in the applicable area of interest. Altitude may, within 36 months of the CLB Effective Date, repurchase 40% of the production royalty (representing 1.0% of the gross value) for a one-time payment of US$1,500,000.
Water Right Appurtenance Agreement
On November 27, 2023 (the "WRA Effective Date"), the Company, through its wholly-owned subsidiary Altitude US., entered into a WRA Agreement to acquire a 100% interest in certain water rights permits applicable to the Columbus Lithium-Boron Property. The CLB Optionors are the owners of two applications to appropriate the waters of the State of Nevada filed with the Nevada Division of Water Resources (the "CLB Permits"). The WRA Agreement was subsequently amended on October 29, 2024 (the "Amended WRA Agreement").
Pursuant to the terms of the Amended WRA Agreement, to acquire a 100% interest in the CLB Permits, the Company is required to make the following payments (the "WRA Payments") to the CLB Optionors:
| Cash (US$) | Common Shares (#) | |||
|---|---|---|---|---|
| 6 months after the WRA Effective Date | 20,000 | (paid) | 300,000 | (issued with fair value of $82,500) |
| 12 months after the WRA Effective Date | - | 400,000 | (issued with fair value of $20,000) | |
| 18 months after the WRA Effective Date | - | 500,000 | (issued subsequent to March 31, 2025) | |
| 24 months after the WRA Effective Date | 30,000 | - | ||
| 30 months after the WRA Effective Date | 50,000 | - | ||
| 36 months after the WRA Effective Date | - | 600,000 | ||
| 42 months after the WRA Effective Date | 300,000 | - | ||
| Total | 400,000 | 1,800,000 |
On completion of the WRA Payments and exercising the option agreement, the CLB Optionors should convey the Permits to the Company.
In January 2024, the Company's geologists mobilized to the Columbus Lithium-Boron Project to complete select follow-up surface sampling and prepare for the Company's initial phase of drilling.
In February 2024, the Company submitted its Notice of Intent ("NOI") to the Bureau of Land Management ("BLM") for planned work associated with Phase I exploration and drilling at the Columbus Lithium-Boron Project.
On March 22, 2024 the Company received its acceptance letter from the BLM for its NOI upon satisfying the required reclamation deposit of $18,133 (US$13,258) as collateral on the Columbus Lithium-Boron Property.
In April 2024, the Company expanded the Columbus Project to 29,600 acres and began a shallow 10-hole drill program targeting lithium and boron mineralization in the upper brine generation zone to advance exploration and refine its geological model.
Page 6 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
In May 2024, the Company advanced its Columbus Project, completing gravel work and expanding its Geoprobe drill program (15+ drill holes).
In June 2024, the Company's Phase I drilling at the Columbus Project confirmed significant boron and lithium over a 2-kilometre strike, with brine samples up to 508 mg/L boron and 49.8 mg/L lithium. These results support deeper drilling and highlight the project's multi-commodity potential. See the Company's press release dated June 3, 2024 for further details.
In July 2024, the Company reported additional lithium and boron brine results from its 15-hole Phase I shallow Geoprobe drill program, including the highest brine results to-date from its shallow drilling with up to 3,140 mg/L boron and 76.4 mg/L lithium (total values). See the Company's press release dated July 2, 2024, for further details. Later in July, the Company reported solid sediment assay results from the final nine (9) holes of its Phase I program, with up to 840 ppm lithium and 4,700 ppm boron. See the Company's press release dated July 30, 2024.
In July 2024, the Company engaged Cascade Drilling LP for Phase II Geoprobe drilling at its Columbus Lithium-Boron Project.
In August 2024, the Company commenced a Phase II drill program to include up to 10 Geoprobe drill holes. See the Company's press release dated August 14, 2024 for further details.
In October 2024, the Company reported brine assay results from its Phase II Geoprobe drilling and provided a recap for the 20 total shallow holes (Phase I and Phase II) completed at the Project. See the Company's press release dated October 15, 2024 for further details.
In December 2024, the Company acquired additional mineral claims comprising of 2,224 acres within the central part of the Columbus Project. The consolidation of key mineral claims expands the Project area by nine (9) square kilometers with the Company now having full coverage of the underlying geophysical anomalies, covering historically drilled location with the highest lithium-in-brine concentration at the Project to-date, and connecting the northern and southern claim groups. See the Company's press release dated December 10, 2024 for further details.
In January 2025, the Company announced it completed an updated 3D model for the Columbus Project. See the Company's press release dated January 23, 2025 for further details.
In February 2025, the Company announced it had engaged Sunstone Environmental Solutions to assist with the submission of an amended NOI to the BLM for the Columbus Lithium-Boron Project. The amendment corresponds to additional drill sites that have been strategically defined through comprehensive 3D work. See the Company's press release dated February 13, 2025 for further details.
Outlook
Canter Resources' Phase I and II drilling at the Columbus Project revealed significant and widespread lithium, boron and potassium mineralization throughout the primary target area, confirming three shallow aquifer horizons and providing valuable geochemical data to support the Company's 3D geological modeling and deeper targeting. The results to-date confirm the same primary commodity mix (lithium and boron) as the nearby Rhyolite Ridge Project, which shares volcanic source rocks with the Columbus Basin.
The comprehensive targeting data includes: seismic surveys (high-resolution 2D active), Hybrid-Source Audio-Magnetotellurics (HSAMT), gravity and magnetics data, extensive surface and subsurface geochemical sampling results and a detailed regional and localized structural framework. All of this technical data was incorporated into an updated 3D model at Columbus (see news release dated January 23, 2025), which outlined four (4) planned drill sites which
Page 7 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
formed the basis of an expanded Notice of Intent (NOI), which was approved by the Bureau of Land Management (BLM) in April 2025.
The Company has continued to advance discussions with prospective strategic partners and other lithium focused companies in the area with a view towards capitalizing on the critical water rights under Canter's control and securing additional partner funding to accelerate the deeper discovery drilling at Columbus.
Mineralization at nearby or adjacent projects is not necessarily indicative of mineralization at the Company's Columbus Project.
Railroad Valley Lithium-Boron Project
On September 12, 2024, the Company, through its subsidiary Altitude US, completed the acquisition of the Railroad Valley Lithium-Boron Project located in Nye County, Nevada, from Ramp Metals USA Inc. ("RMUSA"), a subsidiary of Ramp Metals Inc. ("RMI"). To complete the acquisition, the Company incurred acquisition costs totaling $26,301 during the nine months ended March 31, 2025.
On October 11, 2024, the Company issued 300,000 common shares with fair value of $22,500 to RMI pursuant to the agreement.
Additionally, RMUSA will retain a 0.5% net smelter royalty (NSR), which the Company has the right to buy back for a one-time payment of $500,000 at any time.
Outlook
The Company has acquired a historical data compilation that includes geophysics and drilling data near to the Company's Railroad Valley Project claims, which is currently being incorporated into a 3D model that will include structural interpretations to support preliminary drill targeting. The Company expects to provide an update on the model work and field plans by mid-2025.
Puzzle Lake Property
On January 23, 2023, the Company entered into an option agreement (the "PL Agreement") with Eagle Plains Resources Inc. ("Eagle Plains") to acquire up to a 60% interest in six mineral claims located in Saskatchewan with respect to the Puzzle Lake Property.
Pursuant to the PL Agreement, to earn 60% interest in the Puzzle Lake Property, the Company is required to make the following payments and expenditures (the "PL Required Payments"):
| Cash payment ($) | Shares (#) | Exploration expenditures ($) | |
|---|---|---|---|
| On January 23, 2023 | - | 100,000 (issued with fair value of $7,000) | - |
| On or before December 31, 2023 | 40,000 | 100,000 | 100,000 |
| On or before December 31, 2024 | 50,000 | 200,000 | 200,000 |
| On or before December 31, 2025 | 60,000 | 200,000 | 300,000 |
| On or before December 31, 2026 | 100,000 | 400,000 | 900,000 |
| On or before December 31, 2027 | - | - | 1,500,000 |
| Total | 250,000 | 1,000,000 | 3,000,000 |
Page 8 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
On December 21, 2023, the Company entered into an amendment (the “PL Amended Agreement”) with Eagle Plains. Pursuant to the PL Amended Agreement, the PL Required Payments were amended as follows:
| Cash payment ($) | Shares (#) | Exploration expenditures ($) | |
|---|---|---|---|
| On January 23, 2023 | - | 100,000 (issued with fair value of $7,000) | - |
| On or before March 31, 2024 | 40,000 | 100,000 | 100,000 |
| On or before March 31, 2025 | 50,000 | 200,000 | 200,000 |
| On or before December 31, 2025 | 60,000 | 200,000 | 300,000 |
| On or before December 31, 2026 | 100,000 | 400,000 | 900,000 |
| On or before December 31, 2027 | - | - | 1,500,000 |
| Total | 250,000 | 1,000,000 | 3,000,000 |
Outlook
On March 27, 2024, the Company announced that it has decided not to proceed with further expenditures or option payments to Eagle Plains relating to the Puzzle Lake Property in Saskatchewan and accordingly the PL Agreement was terminated.
Beaver Creek Property
On November 10, 2023, the Company entered into an amalgamation agreement (the “AVC Amalgamation Agreement”) with Altitude Ventures Corp. (“Altitude”) and 1447235 B.C. Ltd., the wholly owned subsidiary of the Company, to acquire all of the issued and outstanding common shares of Altitude by way of a three-cornered amalgamation (the “AVC Acquisition”). In connection with the AVC Acquisition, the Company acquired 100% interest in the Beaver Creek Property. The Beaver Creek Property is comprised of a series of lithium occurrences located in the town of Lincoln, Montana, USA.
During the nine months ended March 31, 2025, the Company decided to cease further exploration activities on the Beaver Creek Property. As a result, the Company recognized an impairment loss of $870,815 on the capitalized exploration and evaluation costs associated with the Beaver Creek Property for the year ended June 30, 2024.
As of March 31, 2025, the balances of the projects discussed above were as follows:
| Project / Property | Balance as of June 30, 2024 $ | Acquisition costs $ | Staking fees $ | Expenditures $ | Effect of movements in exchange rate $ | Balance as of March 31, 2025 $ |
|---|---|---|---|---|---|---|
| Columbus Lithium-Boron | 16,097,322 | 120,000 | 366,511 | 296,303 | 152,331 | 17,032,467 |
| Railroad Valley Lithium-Boron | - | 48,801 | - | 226 | 2,370 | 51,397 |
| 16,097,322 | 168,801 | 366,511 | 296,529 | 154,701 | 17,083,864 |
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
The breakdown of the expenditures incurred by the Company on various projects during the nine months ended March 31, 2025 are as follows:
| Columbus Lithium-Boron $ | Railroad Valley Lithium-Boron $ | TOTAL $ | |
|---|---|---|---|
| Drilling | 88,893 | - | 88,893 |
| Equipment rental | 1,827 | - | 1,827 |
| Field | 2,069 | - | 2,069 |
| Field office administration | 8,406 | - | 8,406 |
| Geological | 107,814 | - | 107,814 |
| Licenses and permits. | 4,353 | - | 4,353 |
| Geographic Information Systems (GIS), 3D modeling and mapping | 34,582 | - | 34,582 |
| Sample analysis | 22,445 | 226 | 22,671 |
| Travel | 8,682 | - | 8,682 |
| Technical studies | 17,232 | - | 17,232 |
| 296,303 | 226 | 296,529 |
SELECTED INFORMATION
| For the nine months ended | |||
|---|---|---|---|
| March 31, 2025 $ | March 31, 2024 $ | March 31, 2023 $ | |
| Operating expenses | 816,203 | 865,465 | 77,796 |
| Interest and miscellaneous income | 37,308 | 12,070 | - |
| Net loss | (778,895) | (867,518) | (279,218) |
| Comprehensive loss | (631,500) | (857,654) | (279,218) |
| Basic and diluted loss per share: | |||
| - net loss | (0.01) | (0.03) | (0.02) |
| As at | March 31, 2025 | June 30, 2024 | June 30, 2023 |
| --- | --- | --- | --- |
| $ | $ | $ | |
| Working capital (deficiency) | 418,669 | 1,871,779 | (15,914) |
| Total assets | 17,763,361 | 18,167,200 | 60,343 |
| Total liabilities | 241,799 | 156,638 | 38,806 |
| Share capital | 20,806,872 | 20,664,372 | 607,927 |
| Deficit | (3,581,835) | (2,802,940) | (586,390) |
The decrease in operating expenses and net loss during the nine months ended March 31, 2025, compared to the nine months ended March 31, 2024 was primarily due to decreased expenses such as professional fees, shareholder information and investor relations fees, and share-based payments. The increase in operating expenses and net loss during the nine months ended March 31, 2024, compared to March 31, 2023 was primarily due to the increase in operating expenses such as consulting fees, professional fees, shareholder information and investor relations fees since the acquisition of Altitude.
The decrease in working capital as of March 31, 2025 compared to June 30, 2024 was primarily related to the increase in cash used in exploration and evaluation activities and exploration and evaluation asset additions during the nine months ended March 31, 2025. The increase in working capital as of June 30, 2024, compared to June 30, 2023 was primarily due
Page 10 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
to private placements completed during the year ended June 30, 2024. No financing activities occurred during the year ended June 30, 2023.
The decrease in total assets as of March 31, 2025 compared to June 30, 2024 was primarily related to cash used in operating and exploration activities. The increase in total assets as of June 30, 2024 compared to June 30, 2023 was primarily related to the was primarily related to the addition in exploration and evaluation assets due to the acquisition of Altitude.
The increase in share capital as of March 31, 2025 compared to June 30, 2024 was due to shares issued for exploration and evaluation assets. The increase in share capital as of June 30, 2024 compared to June 30, 2023 was mainly related to the completion of various private placements.
There is no seasonality to these variations, nor are they indicative of any trend. The Company has no operating revenue and relies primarily on financing activities to fund its activities. There have been no distributions or cash dividends declared for the periods presented.
SUMMARY OF QUARTERLY INFORMATION
| Three months ended | ||||
|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | |
| $ | $ | $ | $ | |
| Interest income | 19,902 | 5,327 | 12,079 | 21,996 |
| Operating expenses | (246,215) | (290,218) | (279,770) | (500,213) |
| Net loss | (226,313) | (284,891) | (267,691) | (1,349,032) |
| Comprehensive loss | (239,203) | (89,288) | (303,009) | (1,336,527) |
| Basic and diluted loss per share | (0.00) | (0.00) | (0.01) | (0.03) |
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 | |
| $ | $ | $ | $ | |
| Interest income | 12,070 | - | - | - |
| Operating expenses | (426,592) | (401,676) | (37,567) | (44,536) |
| Net loss | (428,645) | (401,676) | (37,197) | (44,752) |
| Comprehensive loss | (396,739) | (423,718) | (37,197) | (44,752) |
| Basic and diluted loss per share | (0.01) | (0.02) | (0.00) | (0.00) |
All of the Company's resource properties are in the exploration stage. The Company has not had revenue from inception and does not expect to have revenue in the near future. The Company's operating results are not seasonal in nature and have been mainly attributed to the amount of business activities. The expenses incurred in the presented periods above are relatively constant.
The decrease in net loss during the three months ended March 31, 2025 was mainly due to the decrease in consulting and professional fees compared to the three months ended December 31, 2024. The increase in net loss during the three months ended June 30, 2024 was mainly due to the impairment of the Beaver Creek Property and the increase in operating activities, primarily consulting fees, professional fees and shareholder information and investor relations compared to the three months ended March 31, 2024. The net loss reported during the three months ended March 31, 2024 and December 31, 2023 were mainly due to the increase in operating activities since the acquisition of Altitude.
Page 11 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
RESULT OF OPERATIONS
During the three months ended March 31, 2025, the Company recorded a net loss of $226,313. The Company recognized a decrease in net loss of $202,332 compared to a net loss of $428,645 for the three months ended March 31, 2024. The following operating expenses were incurred:
| For the three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | Change | |
| Expenses | |||
| Consulting fees | 112,500 | 128,496 | (15,996) |
| Foreign exchange gain (loss) | (6,071) | 11,784 | (17,855) |
| General and administrative expenses | 11,893 | 17,752 | (5,859) |
| Directors' fees | 8,652 | - | 8,652 |
| Professional fees | 56,344 | 108,831 | (52,487) |
| Shareholder information and investor relations | 39,706 | 137,036 | (97,330) |
| Transfer agent, regulatory and filing fees | 8,068 | 15,576 | (7,508) |
| Travel | 15,123 | 7,117 | 8,006 |
| Total expenses | 246,215 | 426,592 | (180,377) |
During the nine months ended March 31, 2025, the Company recorded a net loss of $778,895 a decrease of $88,623, compared to a net loss of $867,518 for the nine months ended March 31, 2024. The following operating expenses were incurred:
| For the nine months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | Change | |
| Expenses | |||
| Consulting fees | 377,994 | 207,904 | 170,090 |
| Foreign exchange gain (loss) | (7,561) | (462) | (7,099) |
| General and administrative expenses | 46,028 | 26,712 | 19,316 |
| Directors' fees | 20,652 | - | 20,652 |
| Professional fees | 194,673 | 225,529 | (30,856) |
| Share-based payments | - | 32,383 | (32,383) |
| Shareholder information and investor relations | 120,746 | 298,589 | (177,843) |
| Transfer agent, regulatory and filing fees | 27,557 | 67,693 | (40,136) |
| Travel | 36,114 | 7,117 | 28,997 |
| Total expenses | 816,203 | 865,465 | (49,262) |
Consulting fees include the fees paid to the Company's CEO and consultants who provide corporate advisory services to the Company. The increase in consulting fees during the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024 was primarily due to fees incurred and paid to related parties. [See Section: Related Party Transactions and Balances for details]. In addition, during the year ended June 30, 2024, the Company entered into corporate advisory agreements to provide capital market consulting and corporate communication services to the Company. During the three and nine months ended March 31, 2025, the Company incurred $112,500 and $377,994 respectively, in consulting fees related to the corporate advisory agreements.
Foreign exchange (gain) loss is primarily a result of the translation of the Company's US$-denominated financial assets and liabilities into Canadian dollars.
Page 12 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
General and administrative expenses consist of insurance, website maintenance and marketing, and other general office expenses. The increase in general and administrative expenses for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024 is mainly due to increased business activities, insurance costs, website and marketing expenses since the acquisition of Altitude.
Directors' fees consist of remuneration paid to each member of the Technical Advisory Committee per quarter. The Technical Advisory Committee was established on August 20, 2024.
Professional fees were primarily associated with the accounting and support services provided by the CFO [See Section: Related Party Transactions and Balances for details], corporate secretary, legal counsel and auditors. The decrease in professional fees in the three and nine months ended March 31, 2025 compared to three and nine months ended March 31, 2024 is mainly due to fewer legal and corporate secretary costs since the acquisition of Altitude, offset by the increase of accounting fees due to increased business activity.
Share-based payments consist of the recognition of fair value of stock options granted to its directors, officers, and consultants. During the nine months ended March 31, 2024, $32,383 were recognized as share-based payments expense. No stock options were granted during the nine months ended March 31, 2025.
Shareholder information and investor relations were mainly related to the costs incurred to enhance communication between the Company and its investors and increase the Company's awareness among investors. The decrease in costs during the three and nine months ended March 31, 2025, compared to the three and nine months ended March 31, 2024, was due to decreased investor relations activities from marketing and investor relations consulting agreements signed during the year ended June 30, 2024.
Transfer agent, regulatory and filing fees were mainly related to the public company-related costs such as governance and compliance, registrar and transfer agent fees, and exchange listing fees. The decrease during the three and nine months ended March 31, 2025, compared to the three and nine months ended March 31, 2024, was mainly due to the decrease in regulatory filings and transfer agent fees compared to regulatory filings associated with the acquisition of Altitude in the year ended June 30, 2024.
Travel costs were mainly related to travel to conferences, meetings, and exploration and evaluation site visits by management. The increase during the three and nine months ended March 31, 2025 compared to the three and nine months ended March 31, 2024 was due to increased business activities since the acquisition of Altitude.
| For the three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | Change | |
| $ | $ | $ | |
| Other income | |||
| Finance income | 19,902 | 12,070 | 7,832 |
| Impairment of exploration and evaluation assets | - | (14,123) | 14,123 |
| Total other income (expenses) | 19,902 | (2,053) | 21,955 |
| For the nine months ended | |||
| March 31, 2025 | March 31, 2024 | Change | |
| $ | $ | $ | |
| Other income | |||
| Finance income | 37,308 | 12,070 | 25,238 |
| Impairment of exploration and evaluation assets | - | (14,123) | 14,123 |
| Total other income (expenses) | 37,308 | (2,053) | 39,361 |
Page 13 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
During the three and nine months ended March 31, 2025, the Company earned interest income from its term deposits on private placement funds. The increase in finance income for the three and nine months ended March 31, 2025 was due to private placement funds deposited during the year ended June 30, 2024.
The Company recognized an impairment charge of $14,123 related to the Puzzle Lake Property during the three and nine months ended March 31, 2024. No impairment charges have been recorded during the three and nine months ended March 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Working capital and cashflow
As at March 31, 2025, the Company had working capital of $418,669 (June 30, 2024 – working capital of $1,871,779) including cash of $584,956.
The Company's activities have been funded through equity financings and the Company expects it will continue to be able to utilize this source of financing until it develops cash flow from future operations.
There can be no assurances the Company will be successful in its endeavors. If such funds are not available or other sources of finance cannot be obtained then the Company will be forced to curtail its activities to a level for which funding is available or can be obtained.
Operating activities
Cash outflows of $671,653 were recorded from operating activities during the nine months ended March 31, 2025. This is primarily due to outflows relating to operating costs incurred during the period.
Investing activities
During the nine months ended March 31, 2025, the Company incurred $697,227 on exploration and evaluation asset-related costs.
Financing activities
During the nine months ended March 31, 2024, the Company received net proceeds of $4,530,022 from private placements and $7,500 in proceeds from exercise of options. No private placements or option exercise occurred during the nine months ended March 31, 2025.
The proceeds from the private placements were used for exploration work on various projects, new project evaluations, working capital and general corporate purposes as planned.
OUTSTANDING SHARE DATA
As of March 31, 2025, the Company had 53,488,401 common shares issued and outstanding (June 30, 2024 – 51,288,401) with a value of $20,806,872 (June 30, 2024 – $20,664,372).
During the nine months ended March 31, 2025
- On October 11, 2024, the Company issued 300,000 common shares with fair value of $22,500 to RMI to complete the acquisition of the Railroad Valley Lithium-Boron Project.
Page 14 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
- As consideration for the amendment of the CLB and WRA Agreements, the Company issued 500,000 common shares with fair value of $35,000 to the CLB Optionors on November 6, 2024.
- On November 8, 2024, the Company issued 1,000,000 common shares with fair value of $65,000 pursuant to the Amended CLB Agreement.
- On November 26, 2024, the Company issued 400,000 common shares with fair value of $20,000 pursuant to the Amended WRA Agreement.
Subsequent to March 31, 2025
The Company issued:
- 1,000,000 common shares under the Amended CLB Agreement.
- 500,000 common shares under the Amended WRA Agreement.
During the nine months ended March 31, 2024
- On September 27, 2023, the Company completed a non-brokered private placement of 12,270,000 common shares, which are subject to a lock-up period (see "Escrow Shares"), at a price of $0.10 for gross proceeds of $1,227,000. In connection with the private placement, the Company incurred share issuance costs of $12,607.
- On the AVC Acquisition Closing Date, the Company issued 18,020,001 common shares with a fair value of $14,235,801 to the shareholders of Altitude.
- On December 21, 2023, the Company completed a non-brokered private placement of 6,401,400 units at a price of $0.50 for gross proceeds of $3,200,700. Each unit consists of one common share and one-half common share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at an exercise price of $0.70 at any time prior to December 21, 2025.
- On January 8, 2024, the Company issued 1,750,000 common shares with fair value of $1,295,000 pursuant to the CLB Agreement.
- On March 5, 2024, the Company completed a non-brokered private placement of 500,000 units at a price of $0.50 for gross proceeds of $250,000. Each unit consists of one common share and one-half common share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at an exercise price of $0.70 at any time prior to March 5, 2026.
- 75,000 options were exercised for proceeds of $7,500. In addition, the Company reclassified the grant date fair value of the exercised stock options of $3,706 from stock options reserve to share capital.
As at the date of this MD&A, the Company had the following common shares, options and warrants issued and outstanding:
- 54,988,401 common shares;
- 3,657,620 warrants with exercise prices ranging from $0.50 to $0.70; and
- 580,000 stock options with exercise prices of 0.10.
Page 15 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
Escrow Shares
Pursuant to the AVC Amalgamation Agreement, 7,220,000 of the Consideration Shares are subject to a lock-up period and will be released as follows:
| # of shares | |
|---|---|
| May 21, 2024 | 722,000 (released) |
| August 21, 2024 | 2,166,000 (released) |
| November 21, 2024 | 2,166,000 (released) |
| February 21, 2025 | 2,166,000 (released) |
| 7,220,000 |
In addition, pursuant to the AVC Amalgamation Agreement, the 12,270,000 common shares issued on September 27, 2023, are subject to a lock-up period and will be released as follows:
| # of shares | |
|---|---|
| March 27, 2024 | 1,227,000 (released) |
| June 27, 2024 | 3,681,000 (released) |
| September 27, 2024 | 3,681,000 (released) |
| December 27, 2024 | 3,681,000 (released) |
| 12,270,000 |
RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
The following table discloses the total compensation incurred to the Company's key management personnel during the nine months ended March 31, 2025 and 2024:
| For the nine months ended | ||
|---|---|---|
| March 31, 2025 | March 31, 2024 | |
| $ | $ | |
| Joness Lang, CEO and Director (1) | ||
| Consulting fees | 180,000 | 80,000 |
| Alnesh Mohan, CFO (2) | ||
| Professional fees | 117,000 | 69,680 |
| Eric Saderholm, Director and Technical Advisor | ||
| Consulting fees | - | 7,158 |
| Directors' fees | 10,326 | - |
| Share-based payments | - | 3,706 |
| 10,326 | 10,864 | |
| Ken Cunningham, Director and Technical Advisor | ||
| Directors' fees | 10,326 | - |
| Warwick Smith, Director and Strategic Advisor (3) |
Page 16 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
| Consulting fees | 80,500 | - |
|---|---|---|
| Maximillian Whiffin, Director | ||
| Share-based payments | - | 3,706 |
| Brian Goss, Director | ||
| Share-based payments | - | 3,706 |
| Hani Zabaneh, former CEO and Director | ||
| Consulting fees | - | 13,000 |
| Sarah Hundal, former CFO | ||
| Consulting fees | - | 15,000 |
| Share-based payments | - | 3,706 |
| - | 18,706 | |
| TOTAL | 398,152 | 199,662 |
(1) Paid to EBC Consulting Group Ltd. which is controlled by Mr. Lang.
(2) Paid to Quantum Advisory Partners LLP, an accounting firm in which Mr. Mohan is an incorporated partner. Fees were paid for CFO services, provision of financial reporting, accounting support and transaction support services.
(3) Paid to Harbourside Consulting Ltd., which is controlled by Mr. Smith.
As of March 31, 2025, the balances due to the Company's directors and officers included in accounts payables were $118,030 (June 30, 2024 – $27,655). These amounts are unsecured, non-interest bearing and payable on demand.
OFF-BALANCE SHEET FINANCING ARRANGEMENTS
As of March 31, 2025, and the date of this MD&A, the Company did not have any off-balance sheet financing arrangements.
PROPOSED TRANSACTIONS
None.
CRITICAL ACCOUNTING ESTIMATES
The financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards. The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information.
NEW ACCOUNTING STANDARDS
In April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in the Financial Statements replaces IAS 1 Presentation of Financial Statements. The standards will become effective January 1, 2027, with early adoption permitted.
The Company is in the process of assessing the impact of these new standards on the Company's consolidated financial statements.
Page 17 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
COMMITMENTS
The Company does not have any significant commitments except for the commitments noted under the section of "Exploration and Evaluation Assets".
CONTINGENCIES
The Company's exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
The Company is, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not believe that adverse decisions in any pending or threatened proceedings related to any matter, or any amount which it may be required to pay damages in any form by reason thereof, will have a material effect on the financial condition or future results of operations of the Company.
FINANCIAL INSTRUMENTS
In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in note 10 of our financial statements for the nine months ended March 31, 2025.
RISKS AND UNCERTAINTIES
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic; the Company has not been significantly impacted by the spread of COVID-19. However, the ongoing COVID-19 pandemic, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and the Middle East are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position and the Company's ability to raise funds at this time.
The Company is in the business of acquiring and exploring mineral properties. It is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subjected to variations in commodity prices, market sentiment, exchange rates for currency, inflations and other risks. The Company currently has no source of revenue other than interest income. The Company will rely mainly on equity financing to fund exploration activities on its mineral properties.
The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company's business. The risks and uncertainties below are not inclusive of all the risks and uncertainties the Company may be subject to and other risks may apply.
Need for Additional Funding
Further funding may be required by the Company to continue as a going concern. There is no guarantee that the Company will be able to raise sufficient funds. In addition, any future financing may be dilutive to existing shareholders of the Company. Many factors influence the Company's ability to raise funds, including the state of the capital markets, the climate for mineral exploration investment and the Company's track record. Actual funding requirements may vary from
Page 18 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
those planned due to a number of factors, including the acquisition of new projects. Management is continually assessing the Company's cash needs and potential sources of financing but recognizes there may be some difficulty obtaining such financing due to the current market conditions. There is no guarantee that the Company will be able to secure additional financing in the future at terms that are favourable, or at all.
Exploration stage risks
Exploration for mineral resources involves a high degree of risk, the cost of conducting programs may be substantial and the likelihood of success is difficult to assess.
Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, but not limited to, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. Few exploration projects successfully achieve development due to factors that cannot be predicted or anticipated, and even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. The Company closely monitors its activities and those factors that could negatively impact it and employs experienced consultants and key management to assist in its risk management and to make timely decisions regarding future property expenditures.
Other risks associated with projects in the exploration and development stage which could cause delays or prohibit the progress of the overall project include delays in obtaining required government approvals and permits and the inability to obtain suitable or adequate machinery, equipment, road access, power or labour.
Metal price risk
The Company is exposed to commodity price risk. Declines in the market price of gold, base metals and other minerals may adversely affect the Company's ability to raise capital in order to fund its ongoing operations. Commodity price declines could also reduce the amount the Company would receive on the disposition of any of its mineral property interests to a third party.
Operating Hazards and Risks
The Company's operations are subject to hazards and risks normally associated with the exploration of mineral properties, any of which could cause delays in the progress of the Company's exploration plans, damage to or destruction of property, loss of life and/or environmental damage. Some of these risks include, but are not limited to, unexpected or unusual geological formations; rock bursts, cave-ins, fires, flooding and earthquakes; unanticipated changes in metallurgical characteristics and mineral recovery, unanticipated ground or water conditions, industrial or labour disputes, hazardous weather conditions, cost overruns, land claims and other unforeseen events may occur. A combination of experience, knowledge and careful evaluation may not be able to overcome these risks.
The nature of these risks is such that liabilities might exceed any insurance policy limits; the liabilities and hazards might not be insurable or the Company might not elect to insure itself against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect on the Company's financial condition and operations and could reduce or eliminate any future profitability and result in increased costs and a decline in the value of the securities of the Company.
Environmental risk
The Company seeks to operate within environmental protection standards that meet or exceed existing requirements in the country in which the Company operates. Present or future laws and regulations and third-party opposition, however, may affect the Company's operations. Future environmental costs may increase due to changing requirements or costs associated with exploring, developing, operating and closing of mines. Programs may also be delayed or prohibited in certain areas. The costs of complying with changes in governmental regulations can negatively impact the Company's financial performance.
Page 19 of 20
Canter Resources Corp.
Management Discussion and Analysis
For the Nine Months Ended March 31, 2025
(Expressed in Canadian Dollars)
Reliance on key personnel
The success of the Company’s operations and activities is dependent to a significant extent on the efforts and abilities of its senior management team, as well as outside contractors, experts and its partners. The loss of one or more members of senior management, key employees, contractors or partners, if not replaced, could have a material adverse effect on the Company’s business, results of operations and financial performance.
CONFLICTS OF INTEREST
The Company’s directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the BC Business Corporations Act (“BCBCA”) dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of Canter are required to act honestly, in good faith, and in the best interest of Canter.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The information provided in this report is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.
Page 20 of 20