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Copper Quest Exploration Inc. Management Reports 2024
47745_rns_2024-11-29_e7bee1b3-dfed-429e-9b80-42a77064bc99.pdf
Management Reports
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INTERRA COPPER CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the Nine Months Ended September 30, 2024
2
Contents
INTRODUCTION...2
FORWARD-LOOKING INFORMATION...2
DESCRIPTION OF BUSINESS...2
YEAR-TO-DATE CORPORATE HIGHLIGHTS...3
CHANGE IN MANAGEMENT...3
MINERAL PROPERTIES...3
QUALIFIED PERSON...6
SELECTED INFORMATION...6
SUMMARY OF QUARTERLY INFORMATION...7
RESULTS OF OPERATIONS...8
LIQUIDITY AND CAPITAL RESOURCES...8
OUTSTANDING SHARE DATA...9
RELATED PARTY TRANSACTIONS AND BALANCES...10
OFF-BALANCE SHEET ARRANGEMENTS...12
CRITICAL ACCOUNTING ESTIMATES...12
NEW ACCOUNTING STANDARDS...12
COMMITMENTS...12
CONTINGENCIES...12
FINANCIAL INSTRUMENTS...13
RISKS AND UNCERTAINTIES...13
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS...13
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE...13
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
INTRODUCTION
This Management Discussion and Analysis (the "MD&A") of Interra Copper Corp.'s ("Interra" or the "Company") financial position and results of operations for the nine months ended September 30, 2024 is prepared as at November 29, 2024. This MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company and the notes relating thereto, for the nine months ended September 30, 2024. The unaudited condensed 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
Certain statements in this report are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions of management regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur, or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management's current expectations, estimates and assumptions about current mineral property interests, the global economic environment, the market price and demand for commodities and our ability to manage our property interests and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of precious and base metals, (3) delays in the start of projects with respect to our property interests, (4) inability to locate and acquire additional property interests, (5) the uncertainty of government regulation and politics regarding mining and mineral exploration, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond our control.
There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional information about these and other assumptions, risks and uncertainties are set out in the below section entitled "Risks and Uncertainties".
DESCRIPTION OF BUSINESS
The Company is a junior mineral exploration company engaged in the acquisition, exploration, and evaluation of natural resource properties in British Columbia, Canada. The Company's current focus is on the Rip project located in central British Columbia, Canada and the Thane Property located in north-central British Columbia, Canada, the details of which are set out below.
Interra was incorporated under the laws of British Columbia on August 30, 2018, for the purposes of a plan of arrangement with Chemesis International Inc., a publicly traded company.
The Company's registered and records office is located at 2501 - 550 Burrard Street, Bentall 5, Vancouver, BC, V6C 2B5. On September 23, 2019, the common shares of the Company were approved for listing on the Canadian Securities Exchange (the "CSE") and commenced trading on September 24, 2019, under the symbol "IMCX". On March 3, 2020, the common shares of the Company were listed on the Frankfurt Stock Exchange under the symbol "3MX". On February 26, 2021, the common shares of the Company were quoted on the OTCQB Marketplace under the symbol "IMIMF" in the United States.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
The Company's principal objective is to explore and develop its properties and to identify other properties worthy of investment and exploration.
The Company has not yet determined whether its property interests contain mineral resources or reserves that are economically recoverable. The recoverability of amounts shown for resource properties and related deferred exploration expenditures 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 necessary financing to complete the development of the resource properties and upon future profitable production or proceeds from the disposition thereof.
The continuing operations of the Company are dependent upon its ability to develop a viable business and to attain profitable operations and generate funds therefrom. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to finance operating costs by the issuance of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.
YEAR-TO-DATE CORPORATE HIGHLIGHTS
- Hired a new experienced Management team and right-sized the project portfolio to focus on North American copper opportunities.
- Completed project generation on the Thane property which generated multiple high priority targets for field follow-up.
- Completed airborne and ground geophysical surveys of the Rip property which generated X drill ready targets for discovery drilling.
- During the nine months ended September 30, 2024, the Company closed non-brokered private placements by issuing an aggregate of 12,211,599 units at a price between $0.075 and $0.20 per unit for total proceeds of $1,051,492.
- During the nine months ended September 30, 2024, the Company issued an aggregate of 1,716,650 units valued at $224,738 in relation to the settlement of debt with certain creditors in the total amount of $203,204.
CHANGE IN MANAGEMENT
- On March 14, 2024, the Company appointment Rick Gittleman as President and Chief Executive Officer.
- On May 24, 2024, the Company announced the resignation of Rick Gittleman as Chairman, President and Chief Executive Officer.
- Effective July 1, 2024, the Company appointed Brian Thurston as the Chief Executive Officer and a director, appointed Dong H. Shim, as the Chief Financial Officer, and appointed Janet Francis as the Company's Corporate Secretary. The Company also appointed Dave McMillan as Board Advisor.
MINERAL PROPERTIES
The Company is currently focussed on its projects located in British Columbia, Canada: the Rip & Thane mineral properties.
Rip Project
On September 19, 2023, the Company entered into a non-binding letter of intent ("LOI") with ArcWest to earn up to an 80% ownership interest in the Rip Project, a copper-molybdenum project located in central British Columbia.
An option agreement (the "Rip Option Agreement") was entered on November 27, 2023 (the "Rip Execution Date") between the Company and ArcWest.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
Under the terms of the Rip Option Agreement, the Company has a two-stage option to earn up to an 80% ownership interest in the Rip Project.
During the first stage (the "First Tier Earn-In"), the Company may earn up to a 60% ownership interest in the Rip Project by:
- Incur exploration expenditures of $2,000,000 (the "First Tier Earn-in Expenditures") as follows:
| First Tier Earn-in Expenditures ($) | ||
|---|---|---|
| By December 31, 2024 | 300,000 | (1)(2) |
| By December 31, 2025 | 500,000 | (2) |
| By December 31, 2026 | 500,000 | |
| By December 31, 2027 | 700,000 |
(1) A minimum of $25,000 to be incurred by December 31, 2023 (incurred).
(2) These are the mandatory expenditure per the Rip Option Agreement.
- Make a total cash payment of $100,000 and issue 1,050,000 common shares of the Company (collectively the "First Tier Payments") as follows:
| Cash ($) | Common Shares (#) | ||
|---|---|---|---|
| Within 5 business days of the Rip Execution Date | - | 200,000 (issued with fair value of $55,000) | |
| By December 31, 2024 | 25,000 | (1) | 125,000 |
| By December 31, 2025 | 25,000 | 175,000 | |
| By December 31, 2026 | 25,000 | 250,000 | |
| By December 31, 2027 | 25,000 | 300,000 |
(1) This is the mandatory payment per the Rip Option Agreement.
During the First Tier Earn-In period, ArcWest will be the operator of the Rip Project, and the Company is responsible for paying ArcWest 7.5% of the exploration and evaluation expenditures incurred as the operator's fee.
During the second stage (the "Second Tier Earn-In"), the Company may acquire an additional 20% ownership interest in the Rip Project by incurring $2,000,000 exploration expenditures (the "Second Tier Earn-In Expenditures") from January 1, 2028, to December 31, 2031 (the "Second Tier Earn-In Period").
During the Second Tier Earn-In Period, the Company is required to deliver a feasibility study on or before December 31, 2031 and make the following annual payment of $250,000 (the "Second Tier Cash Payments") to ArcWest:
| $ | |
|---|---|
| On or before December 31, 2028 | 250,000 |
| On or before December 31, 2029 | 250,000 |
| On or before December 31, 2030 | 250,000 |
| On or before December 31, 2031 | 250,000 |
The Company has the option to extend the Second Tier Earn-In Period for three years (the "Extended Second Tier Earn-In Period"). In any event, if the Company exercises this option, the Company is required to pay ArcWest an additional $100,000 per year during the Extended Second Tier Earn-In Period.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
Outlook
In April 2024, the Company provided the details of the first phase exploration program at the Rip Project. The initial program is staged into 2 work phases: 1) A geophysical program comprised of airborne magnetics followed by a ground-based 3D Induced Polarization survey to define drill targets, commencing in late April and; 2) Contingent on results an initial diamond drill program tentatively scheduled for Q4 of 2024.
Thane Project
The Thane Project comprises 50,904 acres (206 sq. kilometres) of contiguous claims located in the Quesnel Terrane of north-central British Columbia. The northern part of the Quesnel Terrane extends from south of the Mt. Milligan Mine northward to the Kemess Mine, with the Thane Project located midway between these two copper-gold porphyry deposits. This property includes several highly prospective mineralized areas identified to date, including the "Cathedral Area" and "Gail Area", on which the Company's exploration has been previously focussed on.
The Company has reclamation deposits of $25,000 (December 31, 2023 - $25,000) as collateral on the Thane Project.
Historical Exploration
On July 5, 2021, the Company mobilized crews to the Thane Property to commence geological mapping and geochemical sampling in addition to drill pad construction in preparation for a helicopter-supported diamond drill program. On July 19, 2021, Atlas Drilling Ltd. mobilized to the Thane Property and commenced drilling on July 20, 2021. A total of 2,783.24 metres of NQ core was drilled in twelve holes from nine drill pads with the last hole completed on August 21, 2021.
Geological mapping and geochemical sampling (rock and soil) was undertaken at the Pinnacle and Gail target areas. In preparation for induced polarization (IP) surveys, sampling was undertaken at the Mat showing.
On September 3, 2021, Peter E. Walcott & Associates Ltd. ("Walcott") mobilized to the property for seven days of IP pole-dipole surveying at the Pinnacle and Gail showings. Approximately 5 line-km of grid was surveyed using an a-spacing of 25 metres. Earlier in the summer, Walcott completed an 8.3 km² helicopter airborne magnetic survey at the Cathedral Area with a line-spacing of 100 metres.
All core, rock and soil samples were submitted to ALS Canada Ltd. for sample preparation and analysis. A total of 2,398 core samples were analyzed for multi-element ICP by a four-acid digestion with a MS finish, while multi-element ICP by aqua regia digestion with a MS finish was undertaken on the 182 soil samples and 73 rock samples. All samples were analyzed for gold by geochemistry methods and all over-limits were assayed. Sample preparation was undertaken at ALS's preparation facility in Kamloops, BC with analytical work undertaken at ALS' North Vancouver location.
During the year ended December 31, 2021, the Company negotiated the First Nation Agreement with Tsay Keh Dene First Nation that supports further exploration, site activities and cooperation at Thane, through 2024.
Exploration plans for 2024 include continued analysis of the extensive data set, remote sensing analysis and geological follow-up. Accretive Metals Advisory Services and ALS Goldspot have commenced machine learning analysis to better define the current target areas and to identify other anomalous areas.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
Outlook
On May 2, 2024, the Company provided the details of the first phase of the planned 2024 exploration program at Thane. In Q2, Interra purchased high resolution satellite imagery and topographic data and acquired additional multispectral imagery data to support planned target development. This work is expected to dramatically increase the efficiency of the 2024 field work.
The 2024 exploration program is expected to be completed in two phases, an initial field level mineral system review completed by senior porphyry specialists in early July followed by a focussed alteration and mineralization mapping and sampling program in August. Additional work will be contingent on results and subject to overall market conditions.
Discontinued Projects
At the end of fiscal 2023, the Company decided to return both the Tres Marias Copper Project and the Chuck Creek Property to their original optionors and to not conduct any significant exploration work on either of the Company's Pitbull or Zenaida Copper Projects in the near future (collectively the "Discontinued Projects"). Consequently, the Company wrote off the capitalized costs of the Discontinued Projects during the year ended December 31, 2023 (refer to Results of Operations below and Note 3 in the Consolidated Financial Statements for additional information).
QUALIFIED PERSON
The scientific and technical information contained in this MD&A has been reviewed and approved by Brian Thurston (P.Geo.), a Qualified Person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects. Brian Thurston is not independent of the Company as he is the Chief Executive Officer and director.
SELECTED INFORMATION
| As at | September 30, 2024 | December 31, 2023 | December 31, 2022 |
|---|---|---|---|
| $ | $ | $ | |
| Working capital | 836,989 | 1,019,943 | 50,192 |
| Total assets | 8,032,788 | 7,517,125 | 6,082,805 |
| Total liabilities | 579,438 | 471,331 | 41,066 |
| Share capital | 18,119,573 | 17,057,505 | 7,616,158 |
| Accumulated deficit | (16,657,610) | (15,570,091) | (5,782,240) |
The decrease in working capital during the nine months September 30, 2024, was mainly due to the increase in operating activities and exploration work done on different projects, including payments made under the Rip Option Agreement as well as the increase in total liabilities.
The increase in share capital during the year ended December 31, 2023, was mainly related to the acquisition of Alto Verde Copper Inc. in March 2023, as well as the completion of a private placement.
6
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
SUMMARY OF QUARTERLY INFORMATION
| Three months ended | ||||
|---|---|---|---|---|
| September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
| Interest income | - | 28 | - | - |
| Net loss | (372,825) | (217,782) | (496,912) | (8,423,786) |
| Comprehensive loss | (368,878) | (216,454) | (502,207) | (8,294,307) |
| Basic and diluted loss per share | (0.01) | (0.01) | (0.02) | (0.42) |
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| September 30, 2023 | June 30, 2023 | March 31, 2023 | December 31, 2022 | |
| Interest income | 10 | - | 13,275 | - |
| Net loss | (539,574) | (608,633) | (215,858) | (74,136) |
| Comprehensive loss | (676,574) | (634,328) | (215,858) | (74,136) |
| Basic and diluted loss per share | (0.02) | (0.04) | (0.02) | (0.01) |
The fluctuation in operating expenses and corporate costs is attributable to variations in various expense items, such consulting fees, management and directors' fees, marketing expenses, professional fees, shareholder information and investor relations and transfer agent, regulatory and filing fees, which occur due to the administrative, exploration and fundraising activities occurring during a particular period and to the availability of funds in those periods to pay for those activities. There is no seasonality to these variations, nor are they indicative of any trend.
The increase in operating expenses during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was mainly due to the increase in management and directors' fees, marketing expenses and project maintenance costs.
All 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 due to the amount of exploration activities in each quarter.
During the three months ended December 31, 2023, the Company recognized an impairment on the Discontinued Projects of $7,688,242 as other expenses. No such impairment loss was recognized during any other quarter during the years ended December 31, 2023 and 2022. In connection with the impairment of the Discontinued Projects, the Company also impaired the associated value-added tax receivable of $106,906 during the three months ended December 31, 2023 (all other quarters - $nil).
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
RESULTS OF OPERATIONS
Nine Months Ended September 30, 2024 compared with the Nine Months Ended September 30, 2023
During the nine months ended September 30, 2024, the Company incurred a net loss of $1,087,519 representing a decrease of $276,546 compared to $1,364,065 during the nine months ended September 30, 2023.
The decrease in net loss during the nine months ended September 30, 2024, is primarily due to the decrease in management and directors' fees, marketing expenses and share-based payments.
Management fees were $184,586 during the nine months ended September 30, 2024, a decrease of $68,438, compared to $253,024 during the nine months ended September 30, 2023. Management and directors' fees were primarily related to management fees paid to the Company's CEO, CFO and directors' fees paid to the Company's directors. Also see the section "Change in Management" for the recent directors and officers appointed.
Marketing expenses were $158,726 during the nine months ended September 30, 2024 versus $641,136 during the nine months ended September 30, 2023. In connection with the acquisition of Alto Verde Copper, the Company had commitments under various marketing consulting agreements, which are aimed to increase the market awareness of the new Chilean mineral properties acquired. These amounts are amortized throughout the service period, which explains the reason for the decrease in marketing expenses in 2024.
Share-based payments were $163,100, a decrease of $56,271, compared to $219,371 during the nine months ended September 30, 2024 related to the vesting of stock options granted.
In 2023, the Company decided to return both the Tres Marias Copper Project and the Chuck Creek Property to their original optionors and to not conduct any significant exploration work on either of the Company's Pitbull or Zenaida Copper Projects. During the nine months ended September 30, 2024, the Company incurred $108,739 of project care and maintenance costs on these Discontinued Projects.
Three Months Ended September 30, 2024 compared with the Three Months Ended September 30, 2023
During the three months ended September 30, 2024, the Company incurred a net loss of $372,825 representing a decrease of $166,749 compared to $539,574 during the three months ended September 30, 2023.
Significant decrease was noted in management fees, directors' fees, and marketing expenses as noted above.
Also, there were share-based payments of $105,730 during the three months ended September 30, 2024 compared to share-based payments of $85,334 during the three months ended September 30, 2023 related to the vesting of stock options.
LIQUIDITY AND CAPITAL RESOURCES
Working capital and cashflow
As at September 30, 2024, the Company had a working capital of $836,989 (December 31, 2023 - $1,019,943), which included cash of $595,739 (December 31, 2023 - $1,237,555).
The Company's financial condition is contingent upon its ability to obtain necessary financing to explore suitable properties.
Although the Company has been successful in the past in financing its activities through the sale of equity securities there can be no assurance that it will be able to obtain sufficient financing, in the future to carry out exploration and development work on any acquired properties. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions and exploration success.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
Operating activities
Cash used in operating activities consists primarily of cash spent on administrative overhead costs to support exploration and evaluation activities. During the nine months ended September 30, 2024, the Company used $1,304,135 of cash in operating activities.
Investing activities
During the nine months ended September 30, 2024, the Company used $426,626 of cash due to the exploration and evaluation expenditures incurred on both the Thane Project and the Rip Project.
Financing activities
During the nine months ended September 30, 2024, the Company received $1,050,155 due to proceeds from private placements.
OUTSTANDING SHARE DATA
As of September 30, 2024, the Company had 42,662,394 common shares issued and outstanding (December 31, 2023 – 28,734,145) with a value of $18,119,573 (December 31, 2023 – $17,057,505).
During the nine months ended September 30, 2024
- On January 15, 2024, the Company entered in a debt settlement agreement with a consultant to settle $34,723 payables in exchange for the issuance of 138,892 units with a fair value of $44,101; as a result, the Company recognized a loss on debt settlement of $9,378. Each unit consists of one common share with a fair value of $0.245 per share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.35 for a period of 36 months.
- On March 14, 2024, the Company completed a non-brokered private placement of 725,000 units at a price of $0.20 for gross proceeds of $145,000. Each unit consists of one common share and one common share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at an exercise price of $0.35 for a period of 24 months. In addition, the Company incurred $1,337 share issuance costs.
- On July 15, 2024, the Company issued an aggregate of 10,950,000 units, of which 10,486,666 were sold at a price of $0.075 per unit raising proceeds of $786,500, and 463,334 units with a fair value of $78,716 were issued to settle $34,750 of debt; as a result, the Company recognized a loss on debt settlement of $43,966. Each unit consists of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.15 for a period of 12 months.
- On July 26, 2024, the Company completed a non-brokered private placement, issuing an aggregate of 999,933 units at a price of $0.12 per unit for proceeds of $119,992 and issuing an aggregate of 1,114,424 units with a fair value of $159,023 to satisfy an aggregate of $133,731 in bona fide debt; as a result, the Company recognized a loss on debt settlement of $25,292. Each unit consists of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.15 for a period of 12 months.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
As at the date of this MD&A, the Company had the following common shares, options and warrants issued and outstanding:
- 42,662,394 common shares;
- 12,431,253 warrants with exercise prices ranging from $0.15 to $0.75; and
- 4,562,500 stock options with exercise prices ranging from $0.12 to $0.25.
RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel include persons having the 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.
The following table discloses the total compensation incurred to the Company's key management personnel during the nine months ended September 30, 2024 and 2023:
| For the nine months ended | ||
|---|---|---|
| September 30, 2024 | September 30, 2023 | |
| $ | $ | |
| Brian Thurston, CEO | ||
| Share-based payments | 23,208 | - |
| Dong Shim, CFO (1) | ||
| Management fees | 6,000 | - |
| Professional fees | 6,000 | - |
| Share-based payments | 4,642 | - |
| 16,642 | - | |
| Jason Nickel, COO and Director (2) | ||
| Management fees | 55,786 | 56,125 |
| Share-based payments | 18,822 | 56,416 |
| 74,608 | 112,541 | |
| Dr. Mark Cruise, Director (3) | ||
| Consulting fees | 15,000 | - |
| Share-based payments | 19,331 | 10,105 |
| 34,331 | 10,105 | |
| Mike Ciricillo, Director | ||
| Share-based payments (recovery) | (3,116) | 10,105 |
| Rick Leveille, Director | ||
| Share-based payments (recovery) | (3,116) | 10,105 |
| Janet Francis, Corporate Secretary (4) | ||
| Professional fees | 35,312 | 14,710 |
| Share-based payments | 4,642 | - |
| 39,954 | 14,710 |
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
| Rick Gittleman, Former President and CEO (5) | ||
|---|---|---|
| Management fees | 50,000 | 12,500 |
| Share-based payments (recovery) | (5,541) | 17,965 |
| 44,459 | 30,465 | |
| Paul Robertson, Former CFO (6) | ||
| Management fees | 72,800 | 29,900 |
| Share-based payments (recovery) | (1,385) | 4,491 |
| 71,415 | 34,391 | |
| Dr. Thomas Hawkins, Former VP of Exploration and Director | ||
| Director fees | - | 1,933 |
| Consulting fees | - | 2,000 |
| Share-based payments | - | 14,325 |
| - | 18,258 | |
| Chris Buncic, Former CEO, President and Director | ||
| Management fees | - | 83,333 |
| Oliver Foeste, Former CFO (7) | ||
| Management fees | - | 60,325 |
| Share-based payments | - | 7,207 |
| - | 67,532 | |
| David McAdam, Former Director (8) | ||
| Director fees | - | 5,042 |
| Consulting fees | - | 8,500 |
| Share-based payments | - | 28,824 |
| - | 42,366 | |
| Scott Young, Former Director | ||
| Director fees | - | 3,866 |
| Share-based payments | - | 27,384 |
| - | 31,250 | |
| TOTAL | 298,385 | 465,161 |
1) Paid and/or payable to Golden Tree Capital Corp. and SHIM & Associates LLP which are controlled by Mr. Dong Shim.
2) Paid and/or payable to JWolf Capital Corp. which is controlled by Mr. Jason Nickel.
3) Paid and/or payable to Cruise Geoservices Limited which is controlled by Mr. Mark Cruise
4) Paid and/or payable to Keystone Corporate Services Inc. which is controlled by Ms. Janet Francis.
5) Paid and/or payable to RMG Minerals LLC which is controlled by Mr. Rick Gittleman.
6) Paid and/or payable to Quantum Advisory Partners LLP, an accounting firm for which Mr. Paul Robertson is an incorporated partner.
7) Paid and/or payable to Invictus Accounting Group LLP which is controlled by Mr. Oliver Foeste.
8) Paid and/or payable to First Line Consultants Ltd. which is controlled by Mr. David McAdam.
As at September 30, 2024, $26,586 (December 31, 2023 – $69,851) was included in accounts payable and accrued liabilities for amounts due to related parties. The amounts due are unsecured, due on demand and are non-interest bearing.
Key management includes directors and officers of the Company. Other than the amounts disclosed above, there was no other compensation paid or payable to key management for employee services for the reported periods.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2024, and the date of this MD&A, the Company did not have any off-balance sheet financing arrangements.
SUBSEQUENT EVENTS
On October 7, 2024, the Company has entered into a mineral claims purchase agreement with Aurwest Resources Corporation to acquire a 100% right, title, and interest in the Stars Property, an early-stage porphyry copper-molybdenum discovery, in central British Columbia. Pursuant to the purchase agreement, the Company will make cash payment of $250,000, issue 10,000,000 common shares of the Company and issue 2,500,000 warrants of the Company exercisable at $0.15 per share for a period of 24 months. There is also grant to underlying third parties of a 2% net smelter return royalty ("NSR") and the Company will have the right to repurchase at any time one percent of the NSR for consideration of $2,000,000.
In November 2024, the Company agreed to settle outstanding debt to CSC2020 Corp. by issuing 420,000 common shares of the Company at a deemed price of $0.10 per share. These common shares have not yet been issued.
In November 2024, the Company granted 150,000 stock options with an exercise price of $0.12 to a consultant of the Company. The options are exercisable for a period of five years and are subject to besting over a period of 18 months.
CRITICAL ACCOUNTING ESTIMATES
The financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). 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
Certain IFRS pronouncements that are mandatory for accounting years beginning on or after January 1, 2024 have been issued. The Company concludes that the effect of such amendments did not have a material impact and therefore did not record any adjustments to the financial statements.
COMMITMENTS
The Company does not have any significant commitments except for the mineral property commitments noted above under Mineral Properties.
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.
Interra Copper Corp.
Management's Discussion and Analysis
For the nine months ended September 30, 2024
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 the 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 unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 3 of the consolidated financial statements for the year ended December 31, 2023.
RISKS AND UNCERTAINTIES
For a detailed listing of the risk factors faced by the Company, please refer to the Company's MD&A for the years ended December 31, 2023 and 2022 and the Company's most recently available Annual Information Filing on SEDAR+ (www.sedarplus.ca)
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The accompanying financial statements of the Company and the MD&A have been prepared by and are the responsibility of management.
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
Additional disclosure concerning the Company exploration and evaluation assets and costs is provided in the Company's unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024 (note 3) and annual consolidated financial statements for the year ended December 31, 2023 (note 5), which are available on SEDAR+ at www.sedarplus.ca.