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CopperCorp Resources Inc. — Management Reports 2025
May 29, 2025
47998_rns_2025-05-28_133a8979-477c-4167-b191-fa8025df4d7e.pdf
Management Reports
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COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
For the Period Ended March 31, 2025
Dated May 28, 2025
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
NOTE TO READER
This management's discussion and analysis ("MD&A") for the period ended March 31, 2025 was prepared by management and approved and authorized for issue on May 28, 2025 for CopperCorp Resources Inc. (the "Company" or "CopperCorp") in accordance with International Financial Reporting Standards ("IFRS"). The MD&A supplements but does not form part of the consolidated financial statements of CopperCorp and the notes thereto for the three months ended March 31, 2025. Consequently, the MD&A should be read in conjunction with the Company's consolidated financial statements of CopperCorp and the notes thereto for the three months ended March 31, 2025 and the audited financial statements for the year ended December 31, 2024.
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls to ensure that information used internally or disclosed externally, including the MD&A, is complete and reliable.
The Company's management is responsible for presentation and preparation of the financial statements and the MD&A. The condensed interim consolidated financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.
All amounts are in Canadian dollars unless otherwise specified.
FORWARD-LOOKING INFORMATION
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These forward-looking statements relate to future events or CopperCorp's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "anticipates", "believes", "estimates", "expects" and similar expressions, or the negatives of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might", or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the potential of CopperCorp's properties to contain economic mineral deposits; CopperCorp's ability to meet its working capital needs at the current level for the 12-month year ending December 31, 2024; the plans, costs, timing and capital for future exploration and development of CopperCorp's property interests, including the costs and potential impact of complying with existing and proposed laws and regulations; management's outlook regarding future trends; prices and price volatility for mineral deposits; and general business and economic conditions.
Inherent in forward-looking statements are risks, uncertainties and other factors beyond CopperCorp's ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, mineral deposits, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data and confirming title to CopperCorp's properties, the possibility that future exploration results will not be consistent with CopperCorp's expectations, increases in costs, environmental compliance, and changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the minerals exploration and development industry, as well as those risk factors listed in the "Risks and Uncertainties" section below. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially from those
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
expressed or implied by the forward-looking statements contained in the MD&A. Such statements are based on a number of assumptions about the following: the availability of financing for CopperCorp's exploration and development activities; operating and exploration costs; CopperCorp's ability to attract and retain skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; and general business and economic conditions.
Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that may cause CopperCorp's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. CopperCorp undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If CopperCorp does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
INTRODUCTION
CopperCorp Resources Inc., formerly named 1258168 BC Ltd., is an exploration company based in Vancouver, Canada, which currently has interests in exploration projects in Australia.
OVERVIEW
Acquisition of Georgina
On November 9, 2020, the Company closed a transaction, whereby the Company acquired a 100% interest in Georgina Resources Pty Ltd. ("Georgina") that holds the rights to the AMC Project (formerly Alpine Project) and to the Skyline Project in Australia subject to a 1.5% net smelter return royalty for mineral exploration permits EL2/2018 and EL16/2018 to Georgina vendors which can be purchased for $3,000,000. The acquisition has been accounted for as an acquisition of assets.
MINERAL PROPERTIES AND EXPLORATION
AMC Project
The AMC Project is located in West Tasmania and consists of mineral tenements totalling 1,066 km² along approximately 100km of strike length, establishing CopperCorp as the dominant holder of prospective ground in the district. The rocks are Neoproterozoic-Cambrian age and comprise a regional-scale metamorphic structural deformation zone (the Arthur Metamorphic Complex) that is host to widespread magnetite-sulphide-silicate alteration and mineralization indicative of a large Iron Oxide Copper Gold (IOCG) style system and includes the Savage River 498 Mt @ 46% DTR magnetite mine (owned by Grange Resources Limited) and CopperCorp's Alpine copper prospect.
Skyline Project
The project is located in West Tasmania and consists of mineral tenements totalling 504 km². Copper is hosted in Iron Oxide Copper Gold (IOCG) and / or porphyry style deposits. The Skyline Project is located along trend of the Mt. Lyell deposits which represents the type deposit for the district. The project also has some potential for multi-commodity base metals in types of deposit that are commonly referred to as either intrusive-related and VMS style deposits. Potential for rare earth element (REE) deposits is recognised at the recently acquired Razorback property.
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
Exploration Highlights
AMC PROJECT
A technical stratigraphic and structural review is ongoing for the greater Alpine prospect area. This review will contribute towards a revised geological model of the prospect area and will assist exploration targeting for possible extensions and/or repeats of known mineralization. Copper mineralization at the Alpine Stellar Zone is defined over a continuous length of 600m and from surface to 450m depth. The mineralization remains open at depth and along strike, with indications that the width of high-grade (>1% Cu) zones may increase with depth. Best mineralized intercepts from drilling in the Alpine Stellar zone to date (previously reported) include: 45.0m @ 0.62% Cu from 217.0m, including 18.0m @ 0.90% Cu from 238m (AP036); 92.0m @ 0.50% Cu from 334.0m, including 23.0m @ 1.14% Cu from 393m (AP035); and 31.6m @ 0.64% Cu from 177.7m, including 5.0m @ 2.06% Cu from 187.0m (AP034).
Interpretation of the Alpine project geology to date suggests that the best high-grade copper zones at the Alpine Stellar zone are associated with chalcopyrite mineralization in structurally controlled breccia zones overprinting magnetite-hematite-pyrite ironstone units and in brittle fracture vein and breccia networks overprinting intensely silica-albite altered metasediment host rock.
Reconnaissance field mapping and rock chip sampling was carried out over parts of the Alpine and Jasper Hills prospects areas during the quarter.
SKYLINE PROJECT
The Company continued its focus on the Razorback property during the quarter with outcrop channel sampling, ground gravity surveys, and grid line cutting in preparation for IP surveys at the Hydes and Jukes prospect areas all ongoing.
Exploration field crews successfully located outcropping copper mineralization at the Hydes prospect in the vicinity of a 1960's surface channel sampling program reported by BHP that returned 23.0m @ 0.8% Cu. The historically sampled outcropping chalcopyrite mineralization at Hydes has been successfully located by CopperCorp field crews. The mineralization occurs in chlorite altered volcanic host rocks, exhibiting strong similarities in style to copper-gold mineralization at Jukes and deeper levels of the Mt Lyell Cu-Au system. Follow-up detailed mapping and sampling programs have been prioritized and commenced at Hydes.
An initial phase of ground gravity surveys were completed over the Jukes, Hydes, South Darwin and Linda target areas. The surveys were designed to infill around existing broad spaced gravity survey points to provide higher resolution data and enable more accurate mapping of prospective gravity anomalies for drillhole targeting. 3D inversion modelling of magnetic and gravity data indicates highly prospective coincident magnetic pipe and gravity features at the Jukes and Hydes prospect areas characteristic of IOCG deposits and with similarities to the Mt Lyell Cu-Au system (3Mt contained copper at 1% Cu, and 3Moz contained gold at 0.3g/t Au) located along trend 10km to the north of Jukes.
Recent (2024) drilling by CopperCorp at the Jukes prospect confirmed significant Cu-Au mineralization associated with chlorite-magnetite alteration flanking an elongate pipe-like magnetic high feature with the core of the pipe extending up to 700m in a N-S direction, and up to 1.4km vertically below outcropping mineralization at surface. 3D gravity inversion modelling based on wide-spaced historical gravity survey data defined a significant gravity high anomaly located adjacent and partially overlapping the modelled magnetic pipe at Jukes. The area of the modelled gravity high feature is overlain by cover sequence rocks and remains untested by drilling. It is anticipated that higher resolution data from the current gravity survey will enable higher confidence drill targeting to test the gravity feature.
The position of the magnetic and gravity features at Hydes and Jukes lies directly adjacent to large NW-trending faults and is considered to indicate potential for highly prospective structurally controlled mineralized pipes typical
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
of the Mt Lyell system where anomalous gravity features occur associated with the larger mineralized pipe bodies that have depth extensive chlorite-magnetite-apatite-biotite alteration zones (e.g. Prince Lyell and Western Tharsis orebodies).
Line cutting crews for gridding at both Hydes and Jukes were engaged and commenced work during the quarter. It is anticipated that commencement of IP surveys and further ground gravity surveys will follow completion of the grid cutting. Planning and permitting is currently underway for follow-up drilling at the Jukes prospect and possible maiden drill testing at Hydes. Results from the detailed ground gravity surveys as well as the upcoming IP surveys will be used to inform and refine additional future drill planning at the prospects.
QUALIFIED PERSON
The scientific and technical data contained in the property descriptions were reviewed by Mr. Sean Westbrook, CopperCorp's Vice President of Exploration and Director. He is responsible for ensuring that the geologic information provided in this section of the Management Discussion and Analysis is accurate and acts as a "qualified person" under National Instrument 43-101 Standards of Disclosure for Mineral Project.
SELECTED ANNUAL INFORMATION
The following table summarizes selected financial data reported by CopperCorp for the years ended December 31, 2024, 2023 and 2022. The information set forth should be read in conjunction with the audited annual financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS"), and the related notes thereon.
| Year ended December 31, 2024 | Year ended December 31, 2023 | Year ended December 31, 2022 | |
|---|---|---|---|
| Loss | $ 3,442,187 | $ 2,730,349 | $ 4,207,456 |
| Basic and diluted loss per common share | $ 0.04 | $ 0.04 | $ 0.06 |
| Total assets | $ 4,021,490 | $ 6,563,313 | $ 7,978,993 |
| Total long-term debt | $ 52,309 | $ 13,448 | $ 76,652 |
| Shareholders' equity | $ 3,646,994 | $ 6,247,235 | $ 7,629,024 |
| Share capital | $ 15,423,203 | $ 15,115,257 | $ 13,827,047 |
| Contributed surplus | $ 3,304,850 | $ 2,770,850 | $ 2,710,500 |
| Deficit | $ 15,081,059 | $ 11,638,872 | $ 8,908,523 |
| Cash dividends declared per common share | $ Nil | $ Nil | $ Nil |
RESULTS OF OPERATIONS
For the three months ended March 31, 2025 compared to the three months ended March 31, 2024
Net loss for the three months ended March 31, 2025 was $605,744 (2024 - $816,708). The main contributors for this variance are as follows:
- Evaluation and exploration expenditures of $305,065 (2024 - $410,837). The decrease is due to a decrease in field operations in Australia as compared to same period last year.
- The increased in Marketing and IR of $100,150 (2024 - $25,989) was due to the Company undertook more marketing, conferencing and other promotional activities during the period.
- Professional fees, Office and miscellaneous and Transfer agent and filing fees decreased due to lesser corporate activities during the period.
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COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
- Share-based compensation was $nil compared to $139,657 in 2024 same period last year, due to options granted last year.
SUMMARY OF QUARTERLY RESULTS
The following table summarizes selected quarterly financial data reported by the Company.
| Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | Mar 31, 2024 | Dec 31, 2023 | Sep 30, 2023 | Jun 30, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Revenues | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil |
| Interest and other income (expense) | 23,392 | 31,999 | 46,520 | 57,533 | 71,990 | 63,293 | 66,586 | 69,868 |
| Net loss | 605,744 | 1,366,919 | 486,919 | 771,641 | 816,708 | 722,468 | 332,011 | 854,437 |
| Basic and diluted loss per common share | (0.01) | (0.02) | (0.01) | (0.01) | (0.01) | (0.01) | (0.01) | (0.01) |
| Total assets | 3,314,037 | 4,021,490 | 4,498,039 | 4,312,842 | 5,858,297 | 6,563,313 | 5,840,399 | 6,185,667 |
| Shareholders' equity | 3,041,250 | 3,646,994 | 4,311,624 | 4,798,543 | 5,570,187 | 6,247,235 | 5,632,930 | 5,961,012 |
| Share capital | 15,423,203 | 15,423,203 | 15,115,257 | 15,115,257 | 15,115,257 | 15,115,257 | 13,827,047 | 13,827,047 |
| Contributed surplus | 3,304,850 | 3,304,850 | 2,910,507 | 2,910,507 | 2,910,507 | 2,770,850 | 2,722,287 | 2,718,358 |
| Deficit | 15,686,803 | 15,081,059 | 13,714,140 | 13,227,221 | 12,455,580 | 11,638,872 | 10,916,404 | 10,584,393 |
| Cash dividends declared per common share | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil |
LIQUIDITY AND CAPITAL RESOURCES
The Company's main sources of liquidity are proceeds from equity financings. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.
The Company had cash at March 31, 2025 of $2,260,798 (December 31, 2024 - $2,986,209), and working capital of $2,265,704 (December 31, 2024 - $2,905,389).
The Company has enough capital to meet our working capital requirements for the next 12 months.
The Company currently has no capital commitments beyond the variable spending commitments required to keep the Company's licences in good standing.
Cash used in operating activities
Net cash used in operating activities for the three months ended March 31, 2025 was $715,920 (2024 - $669,814). Cash was mostly spent on evaluation and exploration expenditures, management, consulting, and general and administrative costs.
Cash used in investing activities
Net cash used in investing activities for the three months ended March 31, 2025 was $Nil (2024 - $Nil).
Page 6 of 14
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
Cash used in financing activities
Net cash used in financing activities for the three months ended March 31, 2025, was $9,492 (2024 - $15,706). This amount is mostly lease payments for Canada.
CopperCorp expects to obtain financing in the future primarily through further equity and/or debt financing, as well as through joint venturing and/or optioning out CopperCorp’s properties to qualified mineral exploration companies. There can be no assurance that CopperCorp will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could result in suspension of operations or potential sale of project interests its operations and eventually to forfeit or sell its interest in its exploration and evaluation assets.
Risks and Uncertainties
Exploration Stage Company
CopperCorp is engaged in the business of acquiring and exploring mineral properties with the objective of locating economic mineral deposits. Development of CopperCorp’s properties will only follow upon obtaining satisfactory exploration results. There can be no assurance that CopperCorp’s existing or future exploration programs will result in the discovery of commercially viable mineral deposits. Further, there can be no assurance that even if a mineral deposit is located, that it can be commercially mined.
Mineral Exploration and Development
The exploration and development of minerals is highly speculative in nature and involves a high degree of financial and other risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mineral deposit or ore body may result in significant rewards, few properties which are explored are ultimately developed into producing mines. Substantial expenses are required to establish ore reserves by drilling, sampling and other techniques and to design and construct mining and processing facilities. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit (i.e. size, grade, access and proximity to infrastructure), financing costs, the cyclical nature of commodity prices and government regulations (including those relating to prices, taxes, currency controls, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection). The effect of these factors or a combination thereof cannot be accurately predicted but could have an adverse impact on CopperCorp.
Mining Operations and Insurance
Mining operations generally involve a high degree of risk. While CopperCorp’s operations are still at the exploration stage, should they reach the development stage they will be subject to all of the hazards and risks normally encountered in mineral development and exploitation. Such risks include unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, and other conditions involved in the drilling and removal of material, environmental hazards, industrial accidents, periodic interruptions due to adverse weather conditions, labour disputes, and political unrest.
The occurrence of any of the foregoing could result in damage to, or destruction of, mineral properties or interests, production facilities, personal injury, damage to life or property, environmental damage, delays or interruption of operations, increases in costs, monetary losses, legal liability and adverse government action. Since its operations are at the exploration stage, CopperCorp does not currently carry insurance against these risks associated with mineral development and exploitation. Should its operations reach the stage of development and exploitations, there is no assurance that such insurance will be available in the future, or if available, at economically feasible premiums or acceptable terms. The potential costs associated with liabilities not covered by insurance or excess insurance coverage may cause substantial delays and require significant capital outlays.
Page 7 of 14
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
No Operating History and Financial Resources
CopperCorp does not have an operating history and has no operating revenues and is unlikely to generate any in the foreseeable future. It anticipates that its existing cash resources, following any proposed private placements, will be sufficient to cover its projected funding requirements for the ensuing year. If its exploration program is successful, additional funds will be required for further exploration to prove economic deposits and to bring such deposits to production. Additional funds will also be required for CopperCorp to acquire and explore other mineral interests. CopperCorp has limited financial resources and there is no assurance that sufficient additional funding will be available to it fulfill its obligations or for further exploration and development, on acceptable terms or at all. Failure to obtain additional funding on a timely basis could result in delay or indefinite postponement of further exploration and development and could cause CopperCorp to forfeit its interests in some or all of its properties or to reduce or terminate its operations.
Government Regulation
The current or future operations of CopperCorp, including exploration and development activities and the commencement and continuation of commercial production, require licenses, permits or other approvals from various federal, provincial and local governmental authorities and such operations are or will be governed by laws and regulations relating to prospecting, development, mining, production, exports, taxes, labour standards, occupational health and safety, waste disposal, toxic substances, land use, water use, environmental protection, land claims of indigenous people and other matters. There can be no assurance, however, that CopperCorp will obtain on reasonable terms, or at all, the permits and approvals, and the renewals thereof, which it may require for the conduct of its current or future operations or that compliance with applicable laws, regulations, permits and approvals will not have an adverse effect on any mining project which CopperCorp may undertake.
Possible future environmental and mineral tax legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays to CopperCorp's planned exploration and operations, the extent of which cannot be predicted.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Competition
The mineral exploration and mining business is competitive in all of its phases. CopperCorp will compete with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for and the acquisition of attractive mineral properties. CopperCorp's ability to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable prospects for mineral exploration or development. There is no assurance that CopperCorp will be able to compete successfully with others in acquiring such prospects.
Title to Property
CopperCorp has taken precautions to ensure that legal titles to its property interests are properly recorded. There can be no assurance that CopperCorp will be able to secure the grant or the renewal of exploration permits or other tenures on terms satisfactory to it, or that governments in the jurisdictions in which the properties are situated will not revoke or significantly alter such permits or other tenures or that such permits and tenures will not be challenged or impugned. Third parties may have valid claims underlying portions of CopperCorp's interests, and the permits or tenures may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. If a title defect exists, it is possible that CopperCorp may lose all or part of its interest in the
Page 8 of 14
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
properties to which such defects relate.
Permitting and Regulatory Risks
Amendments to current laws, regulations and permits governing operations and activities of mining companies could have a material adverse impact on the Company. As well, policy changes and political pressures within and on federal, territorial, and First Nation governments having jurisdiction over or dealings with the Company could change the implementation and interpretation of such laws, regulations and permits, also having a material adverse impact on the Company. Such impacts could result in one or more increases in capital expenditures or reduction or delays in further exploration activities.
Environmental Risks and Hazards
All phases of CopperCorp's operations will be subject to environmental regulation in the jurisdictions in which it intends to operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation, and provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry activities and operations. They also set forth limitations on the generation, transportation, storage and disposal of hazardous waste. A breach of such regulation may result in the imposition of fines and penalties. In addition, certain types of mining operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the viability or profitability of operations.
Environmental hazards may exist on the properties in which CopperCorp holds interests or on properties that will be acquired which are unknown to CopperCorp at present and which have been caused by previous or existing owners or operators of the properties.
Commodity Prices
The price of CopperCorp's securities, its financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of precious and base metals. These prices fluctuate widely and are affected by numerous factors beyond CopperCorp's control such as the sale or purchase of metals by various dealers, government agencies and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand; production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection and international political and economic trends, conditions and events. These prices fluctuate widely, and future price declines could cause continued development of CopperCorp's properties to be impracticable.
Should CopperCorp's exploration efforts be successful in establishing reserves, future reserve calculations and life-of-mine plans using significantly lower metal prices could result in material write-downs of CopperCorp's investment in mining properties and increased amortization, reclamation and closure charges.
In addition to adversely affecting reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.
Page 9 of 14
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
Price Volatility
In recent years, the securities markets in Canada and elsewhere have experienced a high level of price and volume volatility, and the market prices of securities of many public companies have experienced significant fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Any quoted market for CopperCorp's securities will be subject to such market uncertainties and the value of such securities may be affected accordingly.
Key Executives
CopperCorp is dependent on the services of key executives and a small number of highly skilled and experienced consultants and personnel, whose contributions to the operations of CopperCorp are likely to be of importance. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. Due to the relatively small size of CopperCorp, the loss of these persons or CopperCorp's inability to attract and retain additional highly skilled employees or consultants may adversely affect its business and future operations. CopperCorp does not currently carry any key-man life insurance on any of its executives. The directors and officers of CopperCorp only devote part of their time to the affairs of CopperCorp.
Potential Conflicts of Interest
Certain directors and officers of CopperCorp are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of CopperCorp. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of CopperCorp.
Directors and officers of CopperCorp with conflicts of interest are subject to and do follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.
Dividends
CopperCorp has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intends to employ available funds for mineral exploration and development. Any future determination to pay dividends will be at the discretion of the Board of Directors of CopperCorp and will depend on CopperCorp's financial condition, results of operations, capital requirements and such other factors as the Board of Directors of CopperCorp deem relevant.
Nature of the Securities
The purchase of CopperCorp's securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. CopperCorp's securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in CopperCorp's securities should not constitute a major portion of an investor's portfolio.
In addition to the above, the risk factors identified in the Company's prospectus, dated November 10, 2021 and available on SEDAR, are incorporated by reference.
OFF BALANCE SHEET ARRANGEMENTS
CopperCorp does not utilize off balance sheet arrangements.
Page 10 of 14
COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
TRANSACTIONS WITH RELATED PARTIES
Key management compensation
Key management personnel 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 and/or companies controlled by those individuals.
Key management compensation paid and accrued to directors, officers and companies in which directors and officers are shareholders during the three months ended March 31, 2025 and 2024 are as follows:
| Related Party (Company) | Related Party (Individual) | Nature of Relationship |
|---|---|---|
| Lundy Management Ltd. | Stephen Swatton | Company, controlled by CEO |
| GSBC Financial Management Inc. | Robert Scott | Company, controlled by CFO |
| Flotsam Cove Holdings Ltd. | Craig Roberts* | Company, controlled by Former Director |
| Klutch Financial Corp. | Aaron Keay | Company, controlled by Former Director |
| Metal Ventures Pty Limited | Samuel Garrett | Company, Controlled by Director |
| Oretek PTY Ltd. | Sean Westbrook | Company, controlled by Director |
| Velocity North Management Ltd. | Jason Bahnsen | Company, controlled by Director |
*On June 27, 2024, Craig Roberts did not stand for re-election.
| Payee | Nature of the transaction | March 31, 2025 | March 31, 2024 |
|---|---|---|---|
| Lundy Management Ltd. (Company, controlled by CEO) | Management and consulting fees | $ 56,250 | 56,250 |
| Share-based compensation | - | 20,438 | |
| GSBC Financial Management Inc. (Company, controlled by CFO) | Share-based compensation | $ - | 17,031 |
| Metal Ventures Pty Limited (Company, controlled by Director – Samuel Garrett) | Director fees | $ 3,750 | 3,750 |
| Share-based compensation | - | 20,438 | |
| Oretek PTY Ltd. (Company, controlled by Director – Sean Westbrook) | Exploration Management | $ 40,860 | 40,996 |
| Share-based compensation | - | - | |
| Flotsam Cove Holdings Ltd. (Company, controlled by Former Director – Craig Roberts) | Director fees | $ - | 3,750 |
| Share-based compensation | - | 20,438 | |
| Velocity North Management Ltd. (Company, controlled by Director – Jason Bahnsen) | Director fees | $ 3,750 | 3,750 |
| Share-based compensation | - | 27,250 | |
| Total | $ 104,610 | 214,091 |
*The Vice President of Exploration was appointed as a director on September 25, 2023.
As at March 31, 2025, the Company owed $13,569 (2024 - $Nil) to Oretek PTY. Ltd., which was related to exploration management. The amount owing is included in accounts payable and accrued liabilities and is unsecured, non-interest bearing and is expected to be repaid under normal trade terms.
As at March 31, 2025, there was $1,684 (2024 - $6,075) included in prepaid expenses to related parties.
Other related party transactions
For the three months ended March 31, 2025, CopperCorp incurred a total of $22,500 (2024 - $22,500) in consulting fees from a company owned by a close family member of the CFO.
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COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
PROPOSED TRANSACTIONS
There are no proposed transactions that should be disclosed.
CRITICAL ACCOUNTING ESTIMATES
CopperCorp's accounting policies are presented Note 3 of consolidated financial statements for the year ended December 31, 2024. The preparation of financial statements in accordance with IFRS requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. Actual amounts could differ materially from the estimates used and, accordingly, affect the results of the operations. These include:
Income taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
Carrying value and recoverability of exploration and evaluation assets
The carrying amount of the Company's exploration and evaluation assets do not necessarily represent present or future values, and the Company's exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development and upon future profitable production or proceeds from the disposition of the mineral property interests themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management's assessment as to the overall viability of its mineral property interests or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company's exploration and evaluation assets.
Share-based compensation
Share-based compensation expense is measured by reference to the fair value of the stock options at the date at which they are granted. Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
Categories of financial assets and liabilities
The fair value of the Company's cash and cash equivalents, other receivables, reclamation bonds, GST recoverable, and accounts payable and accrued liabilities approximate carrying value which is the amount recorded on the statement of financial position due to their short-term nature.
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COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
Foreign currency translation
The Company's reporting currency and the functional currency of all of its operations, including that of its subsidiaries, is the Canadian dollar. Transactions in foreign currencies are initially recorded at the functional currency rate at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the period-end foreign exchange rate. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when acquired. All gains and losses on translation of these foreign currency transactions are included in the statement of loss.
Financial risk factors
The Company's risk exposures and the impact on the Company's financial statements are summarized below.
Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash, GST recoverable and reclamation bonds due from the Government of Canada and Australia. The Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company believes its credit risk with respect to GST receivable and reclamation bonds is minimal. The maximum credit risk is the carrying value of the instruments.
Liquidity risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2025, the Company had a working capital balance of $2,265,704.
Interest rate risk
The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institution is subject to floating rates of interest. The interest rate risk on cash is not considered significant.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, and accounts payable and accrued liabilities, denominated in Australian dollars. A 10% fluctuation between the Canadian dollar against the Australian dollar would impact profit or loss by approximately $6,777.
Price risk
The Company has limited exposure to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market.
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COPPERCORP RESOURCES INC.
Management's Discussion and Analysis
March 31, 2025
(Expressed in Canadian Dollars)
OTHER REQUIREMENTS
Additional Disclosure for Toronto Stock Exchange Venture Issuers Without Significant Revenue
Additional disclosure concerning CopperCorp's general and administrative expenses and exploration and evaluation assets is provided in CopperCorp's Statement of Loss and Deficit and Schedule of Exploration and Evaluation Assets contained in its condensed interim consolidated financial statements for the three months ended March 31, 2025.
Outstanding Share Data
CopperCorp's authorized share capital is unlimited common shares without par value. As at the date of this MD&A, the following common shares, options, and share purchase warrants were outstanding:
| # of Shares | Exercise Price | Expiry Date | |
|---|---|---|---|
| Issued and outstanding common shares | 88,321,629 | ||
| Warrants | 18,475,504 | $0.12 | December 21, 2025 |
| Options | 4,100,000 | $0.35 | July 27, 2026 |
| 1,750,000 | $0.12 | January 18, 2029 | |
| 2,600,000 | $0.19 | December 13, 2029 | |
| Fully Diluted at May 28, 2025 | 115,247,133 |
APPROVAL
The Board of Directors of CopperCorp Resources Inc. has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.
ADDITIONAL INFORMATION
Additional information can be obtained by contacting:
CopperCorp Resources Inc.
Attention: Stephen Swatton, CEO
Suite 550 – 800 West Pender St, Vancouver, BC V6C 2V6 CANADA
Tel: (778) 327-5799
Fax: (778) 327-6675
COPPERCORP RESOURCES INC.
/s/ "Stephen Swatton"
Stephen Swatton
Chief Executive Officer
COPPERCORP RESOURCES INC.
/s/ "Robert Scott"
Robert Scott
Chief Financial Officer
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