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CMP Mining Inc. Management Reports 2025

Mar 28, 2025

47833_rns_2025-03-28_2e259f10-3645-4ba2-828b-987e6a521fff.pdf

Management Reports

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MANAGEMENT'S DISCUSSION AND ANALYSIS

CMP Mining Inc.
For the nine months ended February 28, 2025, February 29, 2024

As of March 26, 2025

This management discussion and analysis ("MD&A") of CMP Mining Inc. (the "Company" or "CMP") provides a review of activities, results of operations and financial condition of the Company for the nine months ended February 28, 2025, and February 29, 2024, and is provided by management using information available as of March 31, 2025. We have prepared this MD&A with reference to National Instrument ("NI") 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators.

The Company's condensed interim financial statements are prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. The condensed interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company's audited financial statements as at May 31, 2024 and for the fiscal year then ended, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, and interpretations issued by the International Financial Reporting Interpretation Committee. The MD&A should also be read in conjunction with the Company's unaudited condensed interim financial statements for the nine months ended February 28, 2025, and February 29, 2024. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars. The reader will note several references cited in the text, the details of which are provided at the end of the document.

FORWARD-LOOKING STATEMENTS

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 terms, or statements that certain events or conditions "might", "may", "could" 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 in this MD&A includes, but is not limited to, statements relating to future exploration and our ability to raise additional capital.

Forward-looking information is based on the opinions and estimates of management at the date the forward-looking information is made, and is subject to a variety of risks, 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 information 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 qualified personnel, competition for 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 Risk Factors. 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.


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BUSINESS OVERVIEW

CMP Mining Inc., formerly known as Vanadium 23 Capital Corporation, was incorporated on January 30, 2018 as 1151139 BC Ltd. pursuant to the Business Corporations Act of British Columbia, and changed its name to Vanadium 23 Capital Corporation on February 2, 2018 and to CMP Mining Inc. on December 17, 2021. The Company's principal business is the identification and evaluation of mineral resource properties with a view to acquisition or participation therein. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

Currently, the Company's sole mineral property is an early-stage exploration prospect known as the Coquigold Property (or the "Property") located in the Nicola Mining Division of British Columbia. See Exploration Project below.

The head office and principal address of the Company is located at Suite 1400- 1055 West Hastings St. Vancouver, BC, V6E 2E9. The registered and records office of the Company is located at Suite 2200 - 885 West Georgia St, Vancouver, BC, V6C 3E8. The Company's common shares are for listed for trading on the Canadian Securities Exchange ("CSE") under the symbol "CMP".

On March 26,2025, Terri Anne Welyki was appointed as the Chief Executive Officer ("CEO") and Juciane Gomes was appointed Chief Financial Officer as Julia Stone resigned

EXPLORATION PROJECT

On December 22, 2021, the Company entered into an option agreement (the "Agreement") with Cariboo Rose Resources Ltd. ("Cariboo") whereby the Company will (a) make option payments to Cariboo totaling (i) $260,000 cash; (ii) 200,000 common shares of CMP ("CMP Shares"); and (iii) an additional $250,000 in cash or, at the election of CMP, CMP Shares; and (b) incurring $2,020,000 in exploration expenditures on the 70% interest in a property located in Merritt, British Columbia, all over a period of four years.

On October 17, 2022, the Agreement was amended to delay the payment schedule by one year and to increase the size of the Property. On December 19, 2022, the Agreement was amended to change the $30,000 payment due December 22, 2023, from a cash payment to a payment of cash or common shares at the election of the Company. On June 30, 2024, the Agreement was amended to change the payment schedule to six years, to add $10,000 in cash payment and $20,000 exploration expenditure. On March 26, 2025, the Agreement was further amended to change the payment schedule, increase the full term to seven years and to change exploration expenditures.

On March 26, 2025, the Agreement was amended to the following schedule:

Due Date Cash $ Common Shares # Exploration Expenditures $
December 24, 2021 20,000 (1) 100,000 (2) -
October 31, 2024 10,000 (1) - 295,000 (expended)
December 22, 2025 - 200,000 20,000
December 22, 2026 40,000 (3) - 500,000
December 22, 2027 50,000 (3) - 500,000
December 22, 2028 110,000 (3) - 705,000
Total 230,000 300,000 2,020,000

(1) The Company has made the payment.
(2) The Company has issued the common shares.
(3) Payable in cash or equivalent market value of common shares, at the election of the Company.


After the amendments, the Property consists of 15 mineral tenures totaling 2,659.9 hectares ("ha") located in the province of British Columbia, as set forth below (the Coquigold Property):

Tenure # Issue Date Good to Area (ha)
1063677 2018/Oct/08 2029/Oct/31 83.1
1063817 2018/Oct/17 2029/Oct/31 103.8
1064925 2018/Dec/05 2029/Oct/31 83.2
1064926 2018/Dec/05 2029/Oct/31 41.6
1064955 2018/Dec/06 2029/Oct/31 41.6
1065682 2019/Jan/10 2029/Oct/31 104.0
1065734 2019/Jan/13 2029/Oct/31 311.8
1067562 2019/Mar/30 2029/Oct/31 124.6
1067563 2019/Mar/30 2029/Oct/31 249.2
1067564 2019/Mar/30 2029/Oct/31 145.5
1067565 2019/Mar/30 2029/Oct/31 83.2
1068484 2019/May/10 2029/Oct/31 124.8
1083725 2021/Aug/17 2029/Oct/31 436.3
1083726 2021/Aug/17 2029/Oct/31 41.6
1092326 2022/Oct/17 2029/Oct/31 685.6
TOTAL 2,659.9

During the nine months ended February 28, 2025, the Company incurred $nil in exploration-related expenditures on the Coquigold Property.

During the year ended May 31, 2024, the Company incurred $10,210 in exploration-related expenditures on the Coquigold Property.

During the year ended May 31, 2023, the Company incurred $231,658 in exploration-related expenditures on the Coquigold Property, including $198,806 towards the recommended work program in the Coquigold Report, $9,000 towards reclamation costs, and $23,852 in miscellaneous fieldwork and exploration expenses.

In December 2022, the Company completed an airborne magnetic, radiometric, very low frequency electromagnetic ("VLF-EM") survey over the Coquigold Property and drilled three reconnaissance core holes in the "D Zone" target zone as part of the recommended work program over the Coquigold Property.

Three known occurrences on the Property show indications of epithermal alteration: the Castillion Creek exhalative zone in the north containing three stacked exhalative/sinter units and an area of silica-altered plutonic and volcanic rock named the D Zone, which was the focus of recent drilling; 274 metres (or "m") in three holes (CQ22-01,102.1 m, CQ22-02,145.4 m and CQ22-03, 26.5 m).

Summary of Drill Results

CQ22-01: overburden 0-16 m, hole bottom 112.1 m, no significant precious metal values.

CQ22-02: overburden 0-19 m; strong limonite-carbonate alteration 71.0-95.0 m and 142.0 m-145.4 m; hole bottom 145.4 m, no significant precious metal values.

CQ22-03: overburden 0-3 m; strong limonite-carbonate alteration 3.0-26.5 m; anomalous arsenic (to 90 ppm (parts per million)) 4.0-16.0 m, hole bottom 26.5 m, no significant precious metal values.

Simultaneous to the drilling program, which was completed by Paradigm Drilling of Kamloops, British Columbia, between December 3, and 23, 2022, an airborne survey (magnetic, radiometric and VLF-EM) was completed by Precision Geophysics of Langley, British Columbia. A compilation showing an image of total magnetic intensity with known epithermal occurrences, including the D Zone overlain is included as Figure 1 below. Of particular interest are linear features outlined by contrasting high and low magnetic


intensity contours. An exploration permit application has been submitted to allow exploration of these features.

Analytical work was completed by MSALabs Ltd. of Langley, British Columbia. Using a 30 gram sample with fusion and trace level AAS (atomic absorption spectroscopy) detection procedures for gold and 0.5 gram sample digested in a 3:1 Aqua Regia mixture and analyzed with ICP-AES (inductively coupled plasma atomic emission spectroscopy) procedures for base metals.

The Company is currently evaluating additional targets on the Property that were developed from airborne geophysical data collected in 2022, as well as surface prospecting potential.

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Figure 1:

Qualified Person

Paul Cowley, P. Geo, a Qualified Person, as defined by NI 43-101 Standards of Disclosure for Mineral Projects, prepared and approved the scientific and technical information contained in this MD&A.


RESULTS OF OPERATIONS AND SELECTED QUARTERLY FINANCIAL DATA

For the Three Months Ended February 28, 2025, February 29, 2024

During the three months ended February 28, 2025, the Company had an operating loss of $48,535 (February 29, 2024 - $23,701) from operations. This $24,834 difference is mainly due to the following changes:

  • Office and general administrative expenses decreased by $6,352 in the three months ended February 28, 2025, due to a decrease in bookkeeping, administration and accounting support required by the Company.
  • During the three months ended February 28, 2025, the Company had regulatory and transfer agent fees of $4,695 compared to $3,367 in the comparable period. The increase was due more transactions that requires filing fees.
  • Interest income increased by $285 in the three months ended February 28, 2025, due to interest received in saving account in the current period.
  • Exploration and evaluation expenses decreased by $5,110 due to no exploration activity during the nine months ended February 28, 2025, compared to same period last fiscal year.
  • An impairment of investment of $34,802 was recognized in the three months ended February 28, 2025, because FreePoint Technologies Inc announced bankruptcy in December 2024. There was no comparable event in the three months ended February 29, 2024.

For the Nine Months Ended February 28, 2025, and February 29, 2024

During the nine months ended February 28, 2025, the Company had an operating loss of $89,476 (February 29, 2024 - $53,501,) from operations. This $35,975 difference is mainly due to the following changes:

  • Exploration and evaluation expenses decreased by $5,960 due to no exploration activity during the nine months ended February 28, 2025, compared to same period last fiscal year.
  • Office and general administrative expenses decreased by $295 in the nine months ended February 28, 2025, due to a decrease in bookkeeping, administration and accounting support required by the Company.
  • During the nine months ended February 28, 2025, the Company had regulatory and transfer agent fees of $20,021 compared to $12,351 in the comparable period. The increase was due high transactions that requires filing fees and AGM costs.
  • Interest income increased by $1,472 in the nine months ended February 28, 2025, due to interest received in saving account in the current period.
  • Interest expense increased from $1,560 to $1,634 for the nine months ended February 28, 2025, compared to the same period in previous year. This increase is attributed to accrued interest on loans.
  • An impairment of investment of $34,802 was recognized in the three months ended February 28, 2025, because FreePoint Technologies Inc announced bankruptcy in December 2024. There was no comparable event in the nine months ended February 29, 2024.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes the Company's results for the most recent eight fiscal quarters:

Quarter Ended Total Revenues $ Net Loss $ Basic and Diluted Loss per Common Share $
February 28, 2025 - 48,535 0.00
November 30, 2024 - 17,570 0.00
August 31, 2024 - 23,371 0.00
May 31,2024 - 25,710 0.00
February 29, 2024 - 23,700 0.00
November 30, 2023 - 17,809 0.00
August 31, 2023 - 11,991 0.00
May 31, 2023 - 24,247 0.00

The Company expects increased exploration activity later in 2025 and will work to manage costs until the its exploration plan is reviewed and updated.

During the three months ended August 31, 2023, the Company had a decrease in net loss of $12,256 from the three months ended May 31, 2023. This is mainly due to a decrease in recovery on flow-through premium of $11,517.

During the three months ended November 30, 2023, the Company had an increase in net loss of $5,818 compared to the three months ended August 31, 2023. This increase was primarily driven by higher expenses related to regulatory, transfer agent and audit fees.

During the three months ended February 29, 2024, the Company had an increase in net loss of $5,891 compared to the three months ended November 30, 2023. This increase was primarily driven by expenses related to exploration and evaluation.

During the three months ended May 31, 2024, the Company had an increase in net loss of $2,010 compared to the three months ended February 2024. This increase was primarily driven by expenses related to the issuance of stock options less the investment revaluation.

During the three months ended August 31, 2024, the Company had a decrease in net loss of $2,339 compared to the three months ended May 31, 2024. This decrease was primarily driven by the reduction of expenses related to the issuance of stock options less the investment revaluation offset by an increase in regulatory and transfer agent fees.

During the three months ended November 30, 2024, the Company had a decrease in net loss of $5,801 compared to the three months ended August 31, 2024. This decrease was primarily driven by the reduction of expenses related to regulatory transfer agent fees.

During the three months ended February 28, 2025, the Company had an increase in net loss of $30,965 compared to the three months ended November 30, 2024. This increase was primarily attributable to the $34,802 impairment of Freepoint's investment.


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OUTSTANDING SHARE DATA

The Company's authorized share structure consists of an unlimited number of common shares without par value. As of the date of this MD&A, the Company has:

Securities At the date of this MD&A February 28, 2025
Common shares issued and outstanding 14,788,000 14,788,000
Share purchase options 1,025,000 650,000
Fully diluted share capital 15,813,000 15,438,000

On March 26, 2025, the Company granted stock options to directors and officers of the Company to purchase up to an aggregate 375,000 common shares of the Company. These stock options are exercisable at a price of $0.04 per share, for a term of five years and vest immediately

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 2025, the Company had cash of $50,477 and a working capital deficit of $78,885. The Company has not generated any revenue from operations and to date has relied entirely upon the sale of common shares to carry on its business. Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. The Company intends to finance its future requirements through equity capital. There is no assurance that the Company will be able to obtain such financing or obtain it on favourable terms. These uncertainties cast doubt on the Company's ability to continue as a going concern.

During the nine months ended February 28, 2025, the Company used cash in operating activities of $42,518 (2024 - $48,808). The decrease in the amount of cash used was mainly due to a reducing in expenses during the nine months ended February 28, 2025.

During the nine months ended February 28, 2025, the Company used cash in investing activities of $10,000 (2024 - $nil). The increase in the amount of cash used was due to payment of option agreement to Cariboo.

The Company's ability to continue its operations is dependent on its success in raising equity through share issuances and/or other financing arrangements. While the Company's management has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future.

Capital Expenditure Commitments

The Company needs to incur assessment work on the Coquigold Property prior to the expiry dates of the mineral tenures comprising the Coquigold Property (commencing in January 2025) in order to keep such tenures in good standing. See Exploration Project above for details of the "good to" dates of the mineral tenures comprising the Coquigold Property. In addition, the Company must incur an aggregate $20,000 in exploration expenditures on Coquigold Property on or before December 31, 2025, to maintain the Agreement in good standing.

If exploration work warrants further exploration, the Company will not have sufficient funds to carry out further exploration of the Coquigold Property. There are no assurances that additional capital to fund further exploration and, if warranted, development work on the Coquigold Property will be available to the Company on commercially reasonable terms or at all.

Save as aforesaid, the Company does not have commitments for capital expenditures, there are no known trends or expected fluctuations in the Company's capital resources and the Company has no sources of financing that have been arranged but not yet used.


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RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include those persons having authority and responsibility for planning and include those persons having authority and responsibility for planning, directing and controlling the 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.

As at February 28, 2025, the Company has included in accounts payable and accrued liabilities $41,261 (May 31, 2024 - $25,904) owing to Fehr & Associates, which employs the Company's chief financial officer and provides accounting services. This amount is unsecured, non-interest-bearing and due on demand.

During the nine months ended February 28, 2025, the Company incurred accounting and tax preparation fees from Fehr & Associates of $14,340 (February 29, 2024 - $15,972). These expenses are included in office and general administrative expenses.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, investment, accounts payable and accrued liabilities, and loans payable.

IFRS 13 Fair Value Measurement establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. IFRS 13 prioritizes the inputs into three levels that may be used to measure fair value:

  • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.
  • Level 2 – Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities).
  • Level 3 – Prices or valuation techniques that are not based on observable market data and require inputs that are both significant to the fair value measurement and unobservable.

The Company has classified its cash, accounts payable and accrued liabilities, and loans payable at amortized cost. Investment is classified at FVTPL under level 3 hierarchy.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

PROPOSED TRANSACTIONS

There are no asset or business acquisitions or dispositions currently being proposed by the directors or senior management of the Company that will have a material effect on the financial condition, results of operations or cash flows of the Company.

SIGNIFICANT ACCOUNTING ESTIMATES, JUDGMENTS AND NEW POLICIES

In applying the Company's accounting policies, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results


may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results.

New standards and amendments issued but not yet effective

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024, and are expected to have no significant impact upon adoption.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies' financial performance for better investment decisions.

  1. Three defined categories for income and expenses—operating, investing and financing—to improve the structure of the income statement, and require all companies to provide new defined subtotals, including operating profit.
  2. Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement.
  3. Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company will be assessing its impact on future financial statements.

Critical Accounting Estimates

Significant accounting estimates that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the Financial Statements include, but are not limited to, the following:

Valuation of investment

For equity investment not quoted in an active market, where Level 1 inputs are not available the Company estimates the fair value based on the information described under Note 5 of the condensed interim financial statements. Judgment or estimate is required to establish the fair value of the Company's investment in a non-public company.

Critical Judgments in Applying Accounting Policies

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include, but are not limited to, the following:

Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern.

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Recoverability of the carrying value of the Company's exploration and evaluation asset

Evaluating for recoverability during the exploration and evaluation phase requires judgment in determining whether future economic benefits from future exploitation, sale or otherwise are likely. Evaluations may be more complex where activities have not reached a stage that permits a reasonable assessment of the existence of reserves or resources. Management must make certain estimates and assumptions about future events or circumstances, including, but not limited to, the interpretation of geological, geophysical and seismic data, the Company's intention and financial ability to continue exploration and evaluation activities, contractual issues with joint venture partners, the impact of government legislation and political stability in the region, and the impact of current and expected future metal prices on potential reserves.

RISK FACTORS

The Company is in the mineral exploration and development business and is exposed to a number of operational, financial, regulatory, and other risks and uncertainties that are typical in the natural resource industry and common to other companies in the exploration and development stage. These risks may not be the only risks faced by the Company. Additional risks and uncertainties not presently known by the Company or which are presently considered immaterial could adversely impact the Company's business, results of operations and financial performance in future periods.

Limited Operating History

The Company has not yet commenced operations, and therefore, has no history of earnings or of a return on investment, and there is no assurance that our asset will generate earnings, operate profitably or provide a return on investment in the future. The likelihood of success of the Company must also be considered in light of the expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. The Company's proposed business strategies incorporate management's best analysis of potential markets, opportunities and difficulties that it may face. No assurance can be given that the underlying assumptions will be achieved.

Disclosure Controls and Internal Control Financial Reporting

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the chief executive officer and chief financial officer, as appropriate to permit timely decisions regarding public disclosure.

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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Canadian Securities Administrators do not require any certification on the effectiveness of these controls at this time.

Government Laws, Regulations and Permitting

Mining and exploration activities of the Company are subject to applicable laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its project. There can be no assurance that the Company will be able to obtain the necessary licenses and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations, or material fines, penalties or other liabilities.


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Additional Financings

The Company expects to be substantially dependent upon the equity capital markets to pursue additional investments. There can be no assurance that such financing will be available to the Company on acceptable terms or at all.

Additional equity financings may significantly dilute shareholders. If the Company is not able to obtain such financing, it may not be able to expand its portfolio of assets and may not be able to execute on its business strategy.

There is no assurance that the Company will be successful in raising sufficient funds to meet its obligations or to complete proposed exploration programs or acquisitions. If the Company does not raise the necessary capital to meet its obligations under current contractual obligations, the Company may have to forfeit its interest in properties or prospects earned or assumed under such contracts.

Key Management and Competition

The success of the Company will be largely dependent upon the performance of its key officers, consultants and, as applicable, employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company's success.

While consulting and/or employment agreements are customarily used as a primary method of retaining the services of key consultants or employees, these agreements cannot assure the continued services of such individuals. Any loss of the services of such individuals could have a material adverse effect on the Company's business, operating results or financial condition.

Commodity Prices

Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production, if any, to be impracticable.

Conflicts of Interest

The Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The Company will be Reliant on Third Party Reporting

The Company relies, and will rely, on public disclosure and other information regarding the properties in which it has an interest that it receives from the owners, operators and independent experts of such operations. Such information is necessarily imprecise, as it depends upon the judgment of the individuals who operate the properties, as well as those who review and assess the geological and engineering information. In addition, the Company must rely on the accuracy and timeliness of the public disclosure and other information it receives from the owners and operators of the properties, and uses such information in its analyses, forecasts and assessments relating to its own business and to prepare its disclosure. If the information provided by such third parties to the Company contains material inaccuracies or omissions, the


Company's disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company.

Threat or Imposition Of Tariffs

Increased uncertainty in the global economy caused by the threat or imposition of tariffs could negatively impact our operations. The eventuality, timing and rates of potential US tariffs, the countries on which they are levied and the responses from such countries are difficult to predict at this time, however, any US tariffs are likely to be met with retaliatory tariffs and a multi-country trade war against the US could develop. We do not export products to the US and would not be directly impacted by the imposition of new tariffs on goods imported into the US.

However, the economic impact of tariffs or a broader trade war on the Canadian economy, the US economy and the global economy could negatively impact capital markets, commodity prices and our ability to raise funds to undertake capital expenditures.

A Canada-US or a broader trade war also has the potential to adversely impact global supply chains and make supplies that we require more expensive, harder to obtain or unavailable. Scarcity in the global supply chain would likely increase the cost of supplies required generally, which could impair our ability to operate. The indirect effects of tariffs imposed by the US or by counter tariffs in response are difficult to assess, but the potential for tariffs represents a risk and may adversely affect our business, financial condition and results of operations.

ADDITIONAL INFORMATION

For further detail, see the Company's Condensed Interim Financial Statements. Additional information about the Company can also be found on SEDAR+ at www.sedarplus.ca.

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