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Copper Giant Resources Corp. — Management Reports 2025
May 28, 2025
46359_rns_2025-05-27_50d5a568-b7d0-4f85-b192-91db411da63d.pdf
Management Reports
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COPPER GIANT®
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management’s Discussion and Analysis
For the three months ended March 31, 2025
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
INTRODUCTION
This management's discussion and analysis ("MD&A") focuses on significant factors that affected Copper Giant Resources Corp. (Formerly Libero Copper & Gold Corporation) (the "Company") during the three months ended March 31, 2025, and to the date of this report. This MD&A is intended to supplement and complement and should be read in conjunction with the condensed unaudited interim consolidated financial statements and notes thereto, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), including International Accounting Standard 34 Interim Financial Reporting ("IAS 34"), for the three-month period ended March 31, 2025 (collectively, the "Financial Statements"). All amounts presented in this MD&A are in Canadian dollars unless otherwise indicated.
Additional information related to the Company is available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.liberocopper.com. This MD&A contains information up to and including May 27, 2025.
FORWARD-LOOKING INFORMATION
Certain statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. For more information on forward-looking information, please refer to page 11 of this MD&A.
COMPANY OVERVIEW
The Company was incorporated under the Business Corporations Act (British Columbia) on June 5, 2008. The Company is listed on the TSX Venture Exchange ("Exchange") as a Tier 2 Mining Company under the symbol "LBC" and on the OTCQB market under the symbol "LBCMF".
On May 1, 2025, the Company changed its name to "Copper Giant Resources Corp." in accordance with the provisions of the Business Corporations Act (British Columbia) and its common shares will commence trading on the TSX Venture Exchange under the new symbol "CGNT".
The Company is engaged in the acquisition and exploration of mineral properties.
SHARE CONSOLIDATION
In February 2024, the Company completed a consolidation of its issued and outstanding common shares on the basis of one new post-consolidation common share for every ten pre-consolidation common shares. All information relating to earnings/loss per share, issued and outstanding common shares, share options and warrants, and per share amounts in these consolidated financial statements have been adjusted retrospectively to reflect the share consolidation.
QUALIFIED PERSONS
The scientific and technical information contained in this MD&A has been reviewed by Edwin Naranjo Sierra, FAusIMM, who is a "Qualified Person" as defined under National Instrument 43-101 ("NI 43-101"), and a consultant to the Company.
Page 2 of 15
COPPER GIANT RESOURCES CORP. (Formerly Libero Copper & Gold Corporation) Management's Discussion and Analysis For the three months ended March 31, 2025
COMPANY DEVELOPMENTS AND OUTLOOK
The Company is focused on the exploration and development of the Mocoa porphyry copper-molybdenum deposit ("Mocoa") in Colombia.
A diamond drill program commenced at Mocoa in February 2022. The first drill hole intercepted 1,229 metres containing 0.58% copper equivalent (0.42% Cu and 0.047% Mo). Interpretation of the airborne magnetic and radiometric survey data was completed during the third quarter of 2022, identifying significant expansion potential at Mocoa and nine additional porphyry targets. The Company has initiated conceptual underground extraction design work at Mocoa.
Warrants Exercise
On January 21, 2025, a total of 750,000 warrants were exercised at an exercise price of $0.20 per warrant, resulting in gross proceeds of $150,000. Each warrant entitled the holder to purchase one common share of the Company.
ATM Program
On March 25, 2025, the Company Issued 10,000,000 common shares under its at-the-market equity program (the "ATM Program") for gross proceeds of $2,017,000. The ATM Program was established on January 22, 2025, and allows the Company to issue and sell, at its discretion, up to $5,000,000 of common shares in the capital of the Company to the public from time to time at the prevailing market price when the common shares are issued. The company incurred $177,100 in share issuance cost.
Warrant Incentive Program
On March 25, 2025, the Company amended the terms of the aggregate 19,734,335 outstanding common share purchase warrants due to expire on February 15, 2027. The warrants were issued in connection with a private placement transaction that closed on February 15, 2024, and are currently exercisable at $0.20 per common share. Under the amendment, the holder of the warrant who exercises between March 25, 2025 and April 15, 2025 (the "Reduced Term") will receive for each warrant exercised, at no additional cost, one common share purchase warrant (the "Sweetener Warrant"), whereby the Sweetener Warrant will have an exercise price of $0.30 per common share and will expire on the original expiry date, being February 15, 2027. The Sweetener Warrants will be subject to a four-month and one day hold period from their date of issuance. The fair value of the warrants issued was $792,745 and recorded as share issuance costs.
As at March 31, 2025, a total of 5,680,227 warrants were exercised under this incentive program at an exercise price of $0.20 per warrant, resulting in gross proceeds of $1,136,045. Each warrant entitled the holder to purchase one common share of the Company. The Company incurred share issuance cost of $33,179 in legal and administrative costs.
Page 3 of 15
COPPER GIANT RESOURCES CORP. (Formerly Libero Copper & Gold Corporation) Management's Discussion and Analysis For the three months ended March 31, 2025
MINERAL PROPERTIES
Mocoa Porphyry Copper-Molybdenum Deposit
In June 2018, the Company acquired 100% of the Mocoa porphyry copper-molybdenum deposit in Colombia from B2Gold Corp. ("B2Gold") in return for the issuance of 2,080,000 common shares of the Company and a 2% net smelter return royalty ("NSR royalty") on the project. The Company has retained a right of first refusal on any sale of the royalty.
The Mocoa property is located in the department of Putumayo, Colombia, 10 kilometres to the north of the Mocoa municipality. The project comprises four claims totaling 7,850Ha and several applications covering over 100,000 hectares, near the Ecuador border, in the eastern flank of the Central Cordillera of Colombia. The Mocoa deposit is located in the Jurassic belt in the Andean cordillera, a 30-kilometre-wide tectonic belt underlain by volcano-sedimentary, sedimentary, and intrusive rocks that range in age from Triassic-Jurassic to Quaternary, and by remnants of Paleozoic metasediments and metamorphic rocks of Precambrian age. This belt hosts several other porphyry-copper (Mo-Au) deposits, such as Mirador, San Carlos, Panantza, and Warintza, located in Ecuador.
Copper-molybdenum mineralization is associated with a dacite porphyry intrusion of the Middle Jurassic age emplaced into andesitic and dacitic volcanics. The Mocoa porphyry system exhibits the typical pattern of hydrothermal alteration and mineralization, with a deeper central core of potassic alteration which zones outward to phyllic alteration and propylitic alteration. Mineralization consists of disseminated and vein hosted chalcopyrite, molybdenite and local bornite associated with multiphase veins, stockworks and hydrothermal breccias. The highest copper and molybdenum grades are typically associated with multiple zones containing strong potassic alteration which locally completely overprints the rock texture. Drilling has indicated that the deposit is roughly cylindrical, with a 600 metres diameter and thicknesses that range from 250 metres to 350 metres. High-grade copper-molybdenum mineralization continues to depths in excess of 1,000 metres.
Mocoa was discovered in 1973 when the United Nations (UN) and the Colombian government conducted a regional stream geochemical survey. Between 1978 and 1983, an exploration program was carried out that consisted of geological mapping, surface sampling, ground geophysics (IP, magnetics), 31 diamond drill holes totaling 18,321 metres and metallurgical test work culminating in a positive pre-feasibility study (not NI 43-101 compliant). B2Gold subsequently executed diamond drill programs in 2008 and 2012 consisting of 12 holes totaling 6,891 metres.
The resource update is based on a total of 25,198 meters of drilling in 42 drill holes and was generated using drill holes sample assay results for copper and molybdenum, and qualitative geological core logging information. The mineral resource estimate in table 1 has an effective date of November 01, 2021. The base case resource estimate for Mocoa consists of an Inferred mineral resource of 636 million tonnes at a grade of 0.45% copper equivalent containing 4.6 billion pounds of copper and 511 million pounds of molybdenum. Table 1 shows the sensitivity of the resource, listed at a variety of cut-off grades for comparison purposes, contained inside a resource limiting pit shell, which has been generated based on a copper price of US $3/lb. and a molybdenum price of US $10/lb. The base case resource assumes a cut-off grade of 0.25% copper equivalent.
Page 4 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
Table 1: Sensitivity of Inferred Mineral Resource at Mocoa
| Cut-off (CuEq%) * | Million Tonnes | Copper (%) | Molybdenum (%) | Contained Metal | |
|---|---|---|---|---|---|
| Copper (Blbs) | Molybdenum (Mlbs) | ||||
| 0.15 | 721 | 0.31 | 0.035 | 4.85 | 550 |
| 0.20 | 683 | 0.32 | 0.035 | 4.77 | 530 |
| 0.25 | 636 | 0.33 | 0.036 | 4.60 | 511 |
| 0.30 | 553 | 0.35 | 0.039 | 4.24 | 470 |
| 0.35 | 433 | 0.38 | 0.042 | 3.62 | 405 |
| 0.40 | 330 | 0.41 | 0.047 | 2.99 | 342 |
| 0.45 | 259 | 0.44 | 0.051 | 2.50 | 293 |
| 0.50 | 201 | 0.46 | 0.056 | 2.04 | 248 |
| 0.55 | 148 | 0.49 | 0.061 | 1.60 | 200 |
| 0.60 | 106 | 0.52 | 0.067 | 1.21 | 156 |
*For MRE the copper-equivalence calculated as: CuEq (%) = Cu (%) + 3.33 × Mo (%), utilizing metal prices of Cu - US$3.00/lb., Mo - US$10.00/lb. Metal recoveries utilized for the resource model are 90% for Cu and 75% for Mo
For further details, refer to technical report entitled "NI 43-101 Technical Report for the Mocoa Copper-Molybdenum Project, Colombia", dated effective November 1, 2021, and authored by Michel Rowland, FAusIMM, Robert Sim, P.Geo., and Bruce Davis, FAusIMM (the "Mocoa Technical Report"), all independent "qualified persons" as defined by NI 43-101, which is available on www.sedarplus.ca.
In 2022, the Company completed one hole, MD-043, for a total of 1,236 meters. The hole intersected mineralization over its entire length and returned the following results as reported on April 26, 2022:
- 1,229 metres of 0.58% CuEq¹ (0.42% Cu and 0.047% Mo) from 7 to 1,236 metres, incl.
- 840 metres of 0.72% CuEq¹ (0.52% Cu and 0.062% Mo) from 108 to 948 metres, incl.
- 557 metres of 0.89% CuEq¹ (0.62% Cu and 0.083% Mo) from 108 to 665 metres, incl.
- 251 metres of 1.12% CuEq¹ (0.74% Cu and 0.114% Mo) from 139 to 390 metres,
- 180 metres of 1.00% CuEq¹ (0.74% Cu and 0.078% Mo) from 485 to 665 metres
¹ For hole MD-046 libero defined copper equivalent calculation for reporting purposes only as per the Mocoa Technical Report and copper-equivalence is calculated as: CuEq (%) = Cu (%) + 3.33 × Mo (%), utilizing metal prices of Cu - US$3.00/lb, Mo - US$10.00/lb. No adjustments were made for metal recovery.
A Regional Forest Reserve is located on the western edge of the deposit. A resource-limiting pit shell is restricted by the Regional Forest Reserve to 325 million tonnes at 0.46% CuEq, 0.34% Cu and 0.036% Mo (at a 0.25% CuEq cut-off grade). The Company must follow the procedures set out in Resolution No. 110 dated January 28, 2022, from the Ministry of Environment and Sustainable Development of Colombia, in order to proceed with any mineral exploration in the Regional Forest Reserve. While the Company believes that it can satisfy the procedures set out in Resolution No. 110, there is no guarantee that it will do so, and the procedures may be subject to change.
On October 16, 2024, the Company announced the resumption of drilling at the Mocoa porphyry Cu-Mo deposit. Drill hole MD-044 commenced on October 16, 2024, marking the start of the 14,000-metre drill program that had been announced on November 6, 2024.
Page 5 of 15
COPPER GIANT RESOURCES CORP. (Formerly Libero Copper & Gold Corporation) Management's Discussion and Analysis For the three months ended March 31, 2025
On November 12, 2024, the Company provided an update on Colombia's cadastral records, confirming that there was no overlap between the Regional Forest Reserve and the known mineral resource of the project.
On January 06, 2025, the Company announced the results of hole MD-044, the first drill hole of the 14,000-metre drill program. The hole intercepted continue mineralization from surface to the bottom of the hole, returning results as follow:
- 1,141 metres of 0.46 CuEq² (0.27% Cu and 0.04% Mo) from 0 to 1,141 metres, incl.
- 1,009 metres of 0.50% CuEq² (0.30% Cu and 0.05% Mo) from 131.7 to 1,141 metres, incl.
- 958 metres of 0.52% CuEq² (0.32% Cu and 0.05% Mo) from 131.7 to 1,090 metres, incl.
- 542 metres of 0.69% CuEq² (0.41% Cu and 0.07% Mo) from 281.7 to 824.1 metres,
- 201 metres of 0.86% CuEq² (0.49% Cu and 0.09% Mo) from 474.1 to 674.7 metres
On January 27, 2025, the Company announced the results of the follow-up exploration at the Piedralisa, and Estrella targets and the definition of a priority 2.5 x 2.0-kilometre area within the Mocoa porphyry system. Follow-up exploration activities at Piedralisa and Estrella targets returned promising Cu-Mo-Zn-Pb rock sample results, with copper values up to 1,930.5ppm, Mo values up to 695.7ppm, Zn values up to 14,200ppm and Pb values up to 4,232.5ppm. These results highlight the potential for significant mineralization near the Mocoa porphyry Cu-Mo deposit (for complete assay results of rock samples refer to new release dated January 27, 2025). Exploration at Piedralisa and Estrella targets confirmed the presence of elevated metal concentrations in sericite-altered porphyry units, aligning with 3D radial symmetric isosurface and demagnetized zones. This reinforces the interpretation of porphyry-style systems and validates the integration of airborne geophysical surveys with fieldwork.
Note: rock samples are inherently selective in nature. As such, these results may not be representative of the underlying geological values or the overall mineralization within the sampled area
On February 26, 2025, the Company announced the results of hole MD-045, the second hole of the ongoing drilling program. The hole intercepted two distinct high-grade zones related to the brecciation stage within the Mocoa porphyry system: (1) 350 metres grading 0.70% CuEq¹ (0.46% Cu and 0.06% Mo), from 582 to 932 metres and (2) 101 metres grading 0.76% CuEq¹ (0.53% Cu and 0.05% Mo), from 115 to 216 metres. Full reported intervals are as follow:
- 1,166 metres of 0.46 CuEq² (0.31% Cu and 0.03% Mo) from 0 to 1,166 metres, incl.
- 992 metres of 0.51% CuEq² (0.35% Cu and 0.04% Mo) from 105 to 1,098 metres, and incl.
- 101 metres of 0.76% CuEq² (0.53% Cu and 0.05% Mo) from 115 to 216 metres, and.
- 50 metres of 1.02% CuEq² (0.75% Cu and 0.07% Mo) from 127 to 177 metres, and incl.
- 350 metres of 0.70% CuEq² (0.46% Cu and 0.06% Mo) from 582 to 932 metres, and
- 134 metres 1.03% CuEq² (0.68% Cu and 0.08% Mo) from 742 to 876 metres.
² Copper equivalent (CuEq) for drill hole interceptions is calculated as: CuEq (%) = Cu (%) + 4.2 × Mo (%), utilizing metal prices of Cu - US$4.00/lb and Mo - US$20.00/lb and metal recoveries of 90% Cu and 75% Mo. Grades are uncut. Mineralized zones at Mocoa are bulk porphyry style zones and drilled widths are interpreted to be very close to true widths.
On March 12, 2025, the Company announced that hole MD-046, the third hole of the drilling program, has reached 650m depth. This hole is a key step-out hole to the East, designed to drill test areas at depth and laterally, including zones previously modeled as waste. It is the first hole designed to drilled test the copper and molybdenum grades in the East valley.
Page 6 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
Until March 12, 2025, the company has completed 4,192 metres of drilling at Mocoa, distributed as follow: 1,236m drilled in 2022 (MD-043) and 2,957m drilled in 2025 (MD-044, MD-045 and 650m of hole MD-046). Drilling program at Mocoa is ongoing and it is designed for potential resource expansion throughout strategically in-fill and step-out holes.
Exploration
The following is a summary of the Mocoa, Big Red, Big Bulk, and Esperanza exploration expenses for the three months ended March 31, 2025, and 2024:
| For the three months ended March 31, 2025 | Mocoa | Big Bulk | Total |
|---|---|---|---|
| Technical and geological consulting | $555,190 | $ - | $555,190 |
| Drilling | 516,380 | - | 516,380 |
| Travel | 200,583 | - | 200,583 |
| Field and camp | 161,091 | - | 161,091 |
| Environmental, social and governance | 59,106 | - | 59,106 |
| Legal and office administration | 45,219 | - | 45,219 |
| License and permits | 54 | - | 54 |
| Total exploration expenses | $1,537,623 | $ - | $1,537,623 |
| For the three months ended March 31, 2024 | Mocoa | Big Bulk | Total |
| --- | --- | --- | --- |
| Technical and geological consulting | $132,052 | $ - | $132,052 |
| Field and camp | 372,781 | - | 372,781 |
| Drilling | 45,991 | - | 45,991 |
| Travel | 14,957 | - | 14,957 |
| Legal and office administration | 31,709 | - | 31,709 |
| Environmental, social and governance | 28,038 | - | 28,038 |
| Total exploration expenses | $625,528 | $ - | $625,528 |
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2025, COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2024
The Company reported a net loss of $2,900,519 for the three months ended March 31, 2025, compared to a net loss of $3,088,263 for the three months ended March 31, 2024.
The following is an analysis of the significant items and variances between the three months ended March 31, 2025, and 2024:
| For the three months ended | March 31, 2025 | March 31, 2024 | |
|---|---|---|---|
| Exploration | $ 1,537,623 | $ 625,528 | Increase in exploration activities at Mocoa |
| Investor relations | $ 649,760 | $ 281,223 | Increase due to higher marketing expenses during the current period. |
| Professional fees | $ 221,563 | $ 88,693 | Increase in fees related to audit, and annual tax preparation. |
| Salaries and benefits | $ 35,666 | $ 82,947 | Decrease in salaries due to a reduction of employees in the current period. |
| Share-based compensation | $ 255,464 | $ 1,695,677 | On March 26, 2024, the Company granted 4,400,000 share purchase options to certain directors, officers, employees, and consultants. This compares to 650,000 options granted during the current period, resulting in higher share-based compensation in Q1 2024 compared to Q1 2025. |
Page 7 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
SUMMARY OF QUARTERLY RESULTS
Following is a summary of quarterly results for the eight most recently completed quarters.
| For the three months ended: | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 |
|---|---|---|---|---|
| Net loss | $ 2,900,519 | $ 2,494,812 | $ 1,375,180 | $ 1,406,118 |
| Basic and diluted loss per share (1) | 0.05 | 0.05 | 0.03 | 0.02 |
| For the three months ended: | March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 |
| Net loss | $ 3,088,263 | $ 2,158,019 | $ 1,795,977 | $ 1,836,614 |
| Basic and diluted loss per share (1) | 0.07 | 0.02 | 0.02 | 0.02 |
During the three months ended March 31, 2025, net loss decreased by $187,744 compared with the three months ended March 31, 2024, mainly due to a decrease in exploration activities at Mocoa.
During the three months ended December 31, 2024, net loss increased by $336,793 compared with the three months ended December 31, 2023, due to an increase in exploration activities at Mocoa.
During the three months ended September 30, 2024, net loss decreased by $420,797 compared with the three months ended September 30, 2023, due to the write off of the Big Red property incurred during the three months ended September 30, 2023.
During the three months ended June 30, 2024, net loss decreased by $430,496 compared with the three months ended June 30, 2023, due to a decrease in exploration expenses as the Company was left active in its mining operations this quarter.
During the three months ended March 31, 2024, net loss increased by $1,303,961 compared with the three months ended March 31, 2023, due to an increase in stock-based compensation as the Company granted 4,400,000 share purchase options to certain directors, officers, employees, and consultants of the Company. The share purchase options are exercisable at a price of $0.48, expiring on March 26, 2034.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
| As at | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Working capital | $ | 1,896,454 | $ 1,433,036 |
| Total assets | 4,247,801 | 3,824,347 | |
| Total liabilities | 1,076,011 | 1,114,108 | |
| Share capital | 45,007,696 | 41,773,380 | |
| Contributed surplus | 15,938,237 | 15,824,323 | |
| Deficit | (57,846,062) | (54,945,543) |
The Company had cash and cash equivalents of $2,734,081 as at March 31, 2025 (December 31, 2024: $1,999,870) and working capital of $1,896,454 (December 31, 2024: $1,433,036).
At present, the Company has no operations that generate cash flow, and its financial success is dependent on the Company's ability to successfully acquire mineral properties and develop economically viable mineral deposits, and to raise required funding through future equity issuances, asset sales, or a combination thereof.
Page 8 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
The Company relies on equity financings and the exercise of options and warrants to fund its mineral property acquisitions, exploration activities, and its general and administrative expenses. During the three months ended March 31, 2025, the Company:
- Issued 750,000 shares on warrants exercised for aggregate gross proceeds of $150,000 on January 20, 2025.
- Issued 5,680,227 shares on warrants exercised under the warrant incentive program for aggregate gross proceeds of $1,136,045.
- Issued 10,000,000 common shares under its ATM Program for gross proceeds of $2,017,000.
Many factors influence the Company's ability to raise funds, including global commodity prices, the climate for mineral exploration investment, the Company's track record, and the experience and quality of its management team. Actual funding requirements may vary from those expected due to a number of factors, including the progress of exploration activities.
There is no guarantee that the Company will be able to continue to secure additional financings in the future on terms that are acceptable. Future operations of the Company are dependent upon its ability to raise additional equity financing, maintain sufficient working capital and upon future production or proceeds from the disposition of its mineral property interests. The factors represent material uncertainties that give rise to significant doubt as to whether the Company will be able to continue as a going concern. The nature and significance of this material uncertainty may adversely impact the Company's ability to realize its assets and discharge its liabilities in the normal course of business. To date, the Company has not used debt to further its exploration programs, and the Company has no plans to use debt financing at the present time.
USE OF PROCEEDS – PREVIOUS FINANCINGS
The Company has completed the financings set out below since January 1, 2023 with no variance between projected use of proceeds and actual use of proceeds.
| Date | Financing | Shares Issued | Funding (Gross) | Funding (Net) | Use of Proceeds | Variance |
|---|---|---|---|---|---|---|
| Jan. 6, 2023 | Non brokered private placement – Tranche 2 | 593,667 | $890,500 | $890,500 | The net proceeds were used for exploration at the Mocoa and Esperanza porphyry copper projects and general working capital. | None |
| Feb 17, 2023 | Non brokered private placement | 1,653,333 | $2,480,000 | $2,480,000 | The net proceeds were used for exploration at the Mocoa and Esperanza porphyry copper projects and general working capital. | None |
| Aug. 17, 2023 | Non brokered private placement | 913,000 | $456,500 | $456,500 | The net proceeds were used for exploration of the company's projects, including the Esperanza project in San Juan, Argentina and the Mocoa deposit in Putumayo, | None |
Page 9 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
| Date | Financing | Shares Issued | Funding (Gross) | Funding (Net) | Use of Proceeds | Variance |
|---|---|---|---|---|---|---|
| Colombia, and for working capital and general corporate purposes. | ||||||
| Dec. 28, 2023 | Rights Offering | 2,627,707 | $525,492 | $525,492 | The net proceeds of the Rights Offering were used for general corporate purposes, including the repayment of indebtedness incurred conducting exploration programs in Colombia, and general corporate expenditures. | None |
| 2023 FY | ATM | 1,960,500 | $692,309 | $692,309 | The net proceeds of the ATM were used for exploration of its Mocoa Project located in Putumayo, Colombia, exploration of its Esperanza Project located in San Juan, Argentina, and for general corporate purposes. | None |
| Feb. 15, 2024 | Non brokered private placement | 19,999,335 | $2,999,900 | $2,699,600 | The net proceeds from the Offering were used for working capital and general corporate purpose. | None |
| March 11, 2024 | Non brokered private placement | 11,000,000 | $2,860,000 | $2,860,000 | The net proceeds from the Offering were used for working capital and general corporate purpose. | None |
| 2024 FY | ATM | 1,236,300 | $324,903 | $324,903 | The net proceeds of the ATM were used for exploration of its Mocoa Project located in Putumayo, Colombia, exploration of its Esperanza Project located in San Juan, Argentina, and for general corporate purposes. | None |
| March 25 – 28, 2025 | Warrant Incentive Program | 5,680,227 | $1,136,045 | $1,136,045 | The net proceeds of the ATM were used for exploration of its Mocoa Project located in Putumayo, Colombia, and for general corporate purposes. | None |
| March 25, 2025 | ATM | 10,000,000 | $2,017,000 | $2,017,000 | The net proceeds of the ATM were used for exploration of its Mocoa Project located in Putumayo, Colombia, and for general corporate purposes. | None |
Page 10 of 15
COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
OUTSTANDING SHARE DATA
Common shares
As at today's date the Company had 73,743,705 common shares issued and outstanding.
Warrants
As at today's date the Company has 40,776,429 warrants outstanding.
Share purchase options
As at today's date, the Company has 5,720,500 share purchase options outstanding.
TRANSACTIONS WITH RELATED PARTIES
Key management, directors, and officers received the following salaries and benefits during the three months ended March 31, 2025, and 2024:
| For the three months ended | March 31, 2025 | March 31, 2024 |
|---|---|---|
| Share-based payments | $ 101,150 | $ 809,301 |
| Employee salaries and benefits | 35,666 | 81,397 |
| $ 136,816 | $ 890,698 |
The following table provides outstanding balances and the total amount of transactions, which have been entered into by the Company with related parties during the three months ended March 31, 2025, and 2024:
| For the three months ended | March 31, 2025 | March 31, 2024 |
|---|---|---|
| Purchases: | ||
| Legal fees to Farris, LLP in which a director, Jay Sujir, is a partner^{1} | $ 242,247 | $ 34,352 |
| Corporate Services ("SCSC"), a company controlled by former director Ian Slater | $ - | $ 90,000 |
| As at | March 31, 2025 | December 31, 2024 |
| Amounts owed to: | ||
| Farris, LLP in which a director, Jay Sujir, is a partner | $ 265,827 | $ 340,959 |
| Edwin Naranjo, Exploration Manager | $ 8,500 | $ 8,500 |
| Ian Harris, CEO | $ - | $ 57,576 |
1 Portion of the fees are related to share issue cost
The amounts owed to companies controlled by directors and officers of the Company are included in accounts payable and accrued liabilities.
FINANCIAL INSTRUMENTS
Refer to note 11 of the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025, for disclosure regarding the Company's financial instruments. The Company's cash and cash equivalents and amounts receivable are financial assets at amortized cost and accounts payable and accrued liabilities, and lease liabilities are financial liabilities at amortized cost.
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COPPER GIANT RESOURCES CORP. (Formerly Libero Copper & Gold Corporation) Management's Discussion and Analysis For the three months ended March 31, 2025
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The accounting estimates and judgments considered to be significant to the Company include the carrying values of mineral properties.
Management reviews if an impairment indicator exists every quarter, to determine whether an impairment should be recognized. In making its assessment, management considers, among other things, acquisition of mineral titles, exploration results to date and future exploration plans for a particular property. Capitalized costs in respect of the Company's mineral properties amounted to $950,089 as at March 31, 2025. These costs may ultimately prove not to be recoverable and there is a risk that these costs may be written down in future periods. Management has performed their assessment, and no impairment indicators of its mineral properties exist as at March 31, 2025.
RISKS AND UNCERTAINTIES
Exploration, development, production of mineral deposits involves a wide variety of inherent risks because of the geological, social, and economic conditions in the various areas of operation. Therefore, the Company is subject to several financial, operational, and political risks that could have a significant impact on its profitability and levels of operating cash flows. Although the Company assesses and minimizes these risks by applying high operating standards, including careful management and planning of its facilities, hiring qualified personnel and developing their skills through training and development programs, these risks cannot be eliminated. Such risks include, but are not limited to:
- risks related to the common shares;
- inability to obtain additional capital required to implement business plan; debt matters; operational constraints due to debt;
- rising interest rates;
- limited customer base;
- directors and officers;
- personnel;
- going concern risk;
- dilution;
- internal controls;
- Forward-Looking Statements may prove inaccurate;
- diversification;
- expansion into new activities;
- climate change;
- income taxes;
- cash from subsidiaries;
- pending or future litigation, arbitration and other regulatory proceedings;
- climate change related litigation;
- technology;
- information technology or cybersecurity;
- breach of confidentiality;
- earnings & accounting estimates;
- shareholder activism; global financial conditions;
- pandemics and their effect on the global economy;
- Russia-Ukraine conflict;
- The Israel-Palestine conflict;
- foreign location of assets;
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COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
- estimated mineral resources are based on assumptions that may prove inaccurate;
- Volatility of pricing for minerals;
- inability to market mineral production;
- exploration, production and general operational risk;
- replacement reserves;
- competition;
- changing investor sentiment about the mineral extraction industry;
- weakness in the mineral industry;
- reputational risk;
- environmental, health and safety risk;
- natural disaster and weather-related risks;
- joint venture risks;
- delays in production, marketing and transportation;
- difficulty transporting and distributing production;
- mining costs and availability of equipment;
- mining activities could result in liabilities;
- decommissioning costs;
- insurance;
- uninsurable risks;
- inflation and cost management;
- unforeseen title defects;
- seizure or expropriation of assets;
- risks of foreign operations;
- risks associated with geographically concentrated operations;
- operations in emerging market country;
- economic and political developments in Colombia, Canada and elsewhere;
- political uncertainty in Colombia, Canada and elsewhere;
- changes in laws or regulations;
- corruption;
- money laundering and other illegal and improper activities;
- licenses and permits;
- land, communities, and zoning restrictions;
- social disruptions and instability;
- sanctions invoked on Colombia;
- Canada's relations with Colombia; and
- violence and instability in Colombia.
If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently aware or which it considers to be material in relation to the Company's business occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the prices of the Company's securities could decline, and investors may lose all or part of their investment.
Readers are encouraged to read and consider the risk factors listed above. Such risk factors could materially affect the future operating results of the Company and could cause actual events to differ materially from those described in forward-looking statements relating to the Company
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COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
As permitted, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and respective accompanying Management's Discussion and Analysis. In contrast to the certificates under National Instrument 52-109 ("NI 52-109") (Certification of disclosure in an Issuer's Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting as defined in NI 52-109.
APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A on May 27, 2025. A copy of this MD&A is filed on SEDAR+.
SUBSEQUENT EVENT
Subsequent to period end, 2,624,007 warrants were exercised under the warrant incentive program at an exercise price of $0.20 per warrant, resulting in gross proceeds of $524,801. The Company also granted 2,624,007 Sweetener Warrants with an expiry date of February 15, 2027 and an exercise price of $.30.
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.
In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic, and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with potential acquisitions, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties, and the overall impact of misjudgments made in good faith in the course of preparing forward-looking information.
Forward-looking statements involve risks, uncertainties, assumptions, and other factors, including those set out below, that may never materialize, prove incorrect, or materialize other than as currently contemplated, which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact, and may be forward-looking statements.
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COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Management's Discussion and Analysis
For the three months ended March 31, 2025
Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:
- the ability of the Company to successfully acquire mining assets;
- access to funding to support the Company's strategic plans and/or operating activities in the future;
- the volatility of currency exchange rates, metal prices, and metal production;
- the continued participation in the Company of certain key employees; and
- risks normally incident to the acquisition, exploration, development, and operation of mining properties.
This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statement made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and forward-looking oral statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events, or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies which unless specifically incorporated herein are not part of this MD&A. These filings can be viewed online at www.sedarplus.ca.
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