AI assistant
Core Critical Metals Corp. — Management Reports 2025
Mar 3, 2025
47212_rns_2025-03-03_b154409a-2bfd-4812-b9d2-18766bb1f314.pdf
Management Reports
Open in viewerOpens in your device viewer
Xander Resources
XANDER RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023
Suite 1400 – 1125 Howe Street,
Vancouver, BC V6J 4M6
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
March 3, 2025
OVERVIEW
The following management discussion and analysis ("MD&A") is a review of the operations, current financial position and outlook for Xander Resources Inc. (the "Company"), and should be read in conjunction with the Company's financial statements and the accompanying notes for the nine months ended December 31, 2024 and 2023 (the 'Financial Statements'), a copy of which are filed on the SEDAR+ website: www.sedarplus.ca.
All dollar figures included herein and in the following discussion and analysis are quoted in Canadian dollars unless otherwise noted.
The financial information in this MD&A is derived from the Financial Statements prepared in accordance with IFRS. Information provided in this MD&A, including financial information extracted from the Financial Statements, is the responsibility of management. This MD&A may contain forward looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of risk factors beyond its control. Accordingly, actual results may differ materially from the expected results.
DESCRIPTION OF COMPANY'S BUSINESS
Xander Resources Inc. is a junior mineral resource exploration company with its head office in Vancouver, British Columbia, Canada. The Company was incorporated pursuant to the Business Corporations Act of British Columbia on December 9, 2010. The Company is engaged in the exploration and development of mineral resources, currently focusing on projects in Ontario and Quebec. During the nine months ended December 31, 2024 and 2023, the Company entered into agreements to acquire interests in mineral properties in Quebec. The Company is assessing its mineral properties and has not yet determined whether these properties contain reserves that are economically recoverable.
The head office, principal address and records office of the Company are located at Suite 1400 – 1125 Howe Street, Vancouver, BC V6Z 2K8. The Company's shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol "XND.V", the OTC Markets under the symbol XNDRF, and the Frankfurt Stock Exchange under the symbol "1X1".
The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. The unaudited interim condensed financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The operations of the Company were primarily funded by the issuance of share capital and convertible debentures. The issuance of additional equity securities by the Company may result in significant dilution to the equity interests of current shareholders. The Company's future capital requirements will depend on many factors, including operating costs, the current capital market environment and global market conditions.
BUSINESS UPDATES AND OVERALL PERFORMANCE
On February 8, 2024, the Company consolidated its issued and outstanding common shares on the basis of one post-consolidated common share for every 10 pre-consolidated shares. All share and per share option and warrant information in this MD&A are presented on a post-consolidated basis.
On November 8, 2024, the Company consolidated its issued and outstanding common shares on the basis of one post-consolidated common share for every 10 pre-consolidated shares. All share and per share option and warrant information in these financial statements are presented on a post-consolidated basis.
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
Mineral Interests
Val-d'Or Senneville Property
The Val-d'Or Senneville Property is a 100% owned project assembled and acquired through the following:
i. Cash payment of $89,600, issue 15,100 common shares of the Company and incur $625,000 of exploration expenditure in three years for 80 claims owned by North American Exploration Ltd. (the "Senneville West Property"). These claims are subject to a Net Smelter Royalty ("NSR") of 2% to the optionor.
ii. Cash payment of $45,400, issue 10,900 common shares of the Company and incur $625,000 of exploration expenditure in three years for 62 claims owned by Silverwater Capital Corp. (the "Senneville East Property, Block #1"). These claims are subject to a NSR of 2% to the optionor.
iii. Cash payment of $1,340 and issue 4,000 common shares of the Company for 20 claims owned by Silverwater Capital Corp. (the "Senneville East Property, Block #2"). These claims are subject to a NSR of 2% to the optionor.
iv. Cash payment of $40,000, issue 1,650 common shares of the Company and incur $75,000 of exploration expenditures in three years for 9 claims owned by Terrance Coyle / 9093-6725 Quebec Inc. (the "Senneville South Property"). These claims are subject to a NSR of 2% to the optionor).
On July 6, 2021, the Company staked additional 39 claims contiguous to its Senneville West property. On November 23, 2021, the Company entered into an agreement with QL Minerals Inc. ("QL minerals") to sell 100% of the rights, title and interest to and into these 39 additional mineral claims located in the Val-d'Or Senneville West Property. Pursuant to the agreement, QL minerals issued 400,000 common shares at a price of $0.25 for an aggregate consideration of $100,000.
As at December 31, 2024, the shares are valued at $20,000. The loss in fair value of the shares of $16,000 is recognized in the statement of profit or (loss) and comprehensive profit or (loss).
During the nine months ended December 31, 2024 the Company:
- On April 15, 2024, the Company allowed 20 claims to expire.
- On May 21, 2024, the Company entered into a mineral option agreement with Troubadour Resources Inc. ("TR") whereby TR can earn up to 100% interest in the Senneville Property.
On May 31, 2024, the company revised its mineral option agreement dated May 21, 2024. The Company will receive 2,000,000 of the 2,500,000 shares issued by TR at each of the payments scheduled to occur upon signing and at or before the 6-month anniversary of the signing of the Agreement. An arms-length party will receive 500,000 shares, i.e., 20% of the payment, for each of the payments. The total consideration due remains a total of 5,000,000 shares of TR to earn 100%. Any share issuances contemplated under the Agreement will only be made if they will not result in either the Company of the arms-length party owning more than 10% of the issued shares of TR. The Company has accordingly adjusted the value of the asset to $330,000 calculated as 2,000,000 shares of TR valued at the market price of $0.165.
- On June 20, 2024 the Company received 2,000,000 shares @ $0.20 each as first payment against the Senneville property.
- On July 29, 2024, the Company received 2,000,000 shares @ $0.23 each as final share payment against the Senneville property.
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
As at December 31, 2024, the shares are valued at $180,000. The loss in fair value of the shares of $680,000 is recognized in the statement of profit or (loss) and comprehensive profit or (loss).
Blue Ribbon Property
On May 15, 2020, the Company entered into an agreement with Silverwater Capital Corp. to acquire 100% interest in the Blue-Ribbon Property. Pursuant to the agreement, the Company would issue 2,000 common shares of the Company and pay cash of $2,652. The property is subject to a 2% net smelter return ("NSR") upon commencement of commercial production and the Company will have the right to purchase 0.50% of the Net Smelter Royalty at any time for an aggregate amount of $500,000.
The Company has fulfilled all obligations under the agreement and the title of the property has been transferred to the Company's name.
In October 2021, the Company staked an additional claim, contiguous to its Blue-Ribbon Property.
During the year ended March 31, 2024, the Company decided not to proceed with the option agreement for Blue Ribbon Property. Therefore, the property has been written off and no further exploration activities will be conducted on this property.
CNC Timmins Property
On October 19, 2021, the company entered into an agreement (Agreement “A”) with North American Exploration Ltd. and Jonathon Deluce to acquire 100% interest in CNC Timmins property (286 mineral claims). Pursuant to the agreement, the Company will issue 35,000 common shares and pay $150,000 in 2 years as follows:
i. Issue 6,000 common shares of the Company (issued on November 3, 2021) on or before the closing date (October 19, 2021);
ii. Cash payment of $50,000 (paid) payable within 90 days of closing date (January 17, 2022);
iii. Issue 10,000 common shares (issued on April 29, 2022) of the Company within 90 days of closing date (January 17, 2022);
iv. Issue 10,000 common shares of the Company (issued on April 29, 2022 and November 10, 2022) and cash payment of $50,000 (paid) on or before one year after the closing date (October 19, 2022); and
v. Issue 9,000 common shares of the Company and cash payment of $50,000 (paid) on or before two years after the closing date (October 19, 2023).
The Company is required to incur a total of $1,250,000 exploration and evaluation expenditures on the property within two years as follows:
i. Incur $120,000 in exploration and expenditure (incurred) within six months after the closing (April 18, 2022);
ii. Incur $380,000 in exploration and evaluation (incurred) expenditure and 1,500 meters of diamond drilling within one year after the Closing (October 18, 2022); and
iii. $750,000 and 1,500 metres of diamond drilling (completed) within two years after the closing date (October 19, 2023).
The Company will have acquired 100% interest in the property once obligations under the agreement have been made, subject to the grant of NSR of 3% to the optioner.
Pursuant to the terms of the agreement, the Company has agreed to pay North American Exploration Ltd. and Jonathon Deluce, 20% of the proceeds received on the sale of the property to a third party once the option is complete and 100% ownership is obtained.
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
On October 13, 2022, the Company entered into an agreement (“Agreement B”) with North American Exploration Ltd. and Silverwater Capital Corp. (the ‘Optionors’) to acquire 100% interest in 100 mineral claims contiguous to the west of the CNC Timmins Property (‘CNC West’). Pursuant to the agreement, the Company will issue 90,000 common shares and pay $450,000 in cash and/or shares as follows:
i. Pay $50,000 cash (paid on October 21, 2022) upon the execution of the agreement (October 13, 2022);
ii. Issue 90,000 common shares (issued on November 17, 2022) within five days of Exchange approval (October 26, 2022);
iii. Pay $100,000 on or before 6 months of the execution of this agreement, in cash or shares at the election of the Company (April 13, 2023);
iv. Pay $100,000 on or before 12 months of the execution of this agreement, in cash or shares at the election of the Company (October 13, 2023);
v. Pay $100,000 on or before 18 months of the execution of this agreement, in cash or shares at the election of the Company (April 13, 2024);
vi. Pay $100,000 on or before 24 months of the execution of this agreement, in cash or shares at the election of the Company (October 13, 2024);
The Company is also required to incur $500,000 of qualified exploration expenditures including 1,500 meters of diamond drilling on CNC West within two years of the execution of the agreement, of which not less than $50,000 will be incurred within one year. Out of this $500,000 expenditure, $400,000 expenditure obligation can be satisfied by payment in cash or stock at the election of the Company.
The Company will have acquired a 100% interest in the property once the conditions under the option agreement have been met, subject to the grant of NSR of 3% to the Optionors. The Company has the option to buy back one-third of the NSR Royalty with a cash payment of $1,000,000. Pursuant to the agreement, the Company has agreed to pay the Optionors 20% of the proceeds received on the sale of the property to a third party once the option is complete and 100% ownership is obtained.
On January 14, 2024, the Company entered into an amendment to its mineral property option agreement dated October 20, 2021 and October 13, 2022 with the optionors with respect to the CNC Timmins property.
The parties agreed to amend Agreement A as follows: (i) amend the payment owing to the optionors from $100,000 in cash and 9,000 common shares of the company to 200,000 common shares; and (ii) extend the period of the work expenditures to be completed from two years to four years and by a further $500,000 to be completed by the end of the fourth year.
The parties have agreed to amend Agreement B as follows: (a) extend the dates of the payments owed from the date of 6, 12, 18 and 24 months from the date of the agreement to 24, 30, 36 and 42 months from the date of the agreement.
5
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
Following is the summary of the exploration expenses incurred by the Company:
| Senneville Properties | Blue Ribbon Property | CNC Property | Impairment Cost | Total | |
|---|---|---|---|---|---|
| Balance March 31, 2023 | $ 1,353,359 | $ 223,080 | $ 1,930,810 | $ 106,548 | $ 3,613,797 |
| Acquisition cost: | |||||
| Shares issued | - | - | 100,000 | - | 100,000 |
| - | - | 100,000 | - | 100,000 | |
| Exploration and evaluation expenditures: | |||||
| Consulting and labour | 641,281 | - | 19,208 | - | 660,489 |
| Staking and permits | - | 85 | - | - | 85 |
| Write off | (1,664,640) | (223,165) | - | 1,887,805 | - |
| Equipment rentals | - | - | 2,800 | - | 2,800 |
| (1,023,359) | (223,080) | 22,008 | 1,887,805 | 663,374 | |
| Balance March 31, 2024 | $ 330,000 | $ - | $ 2,052,818 | $ 1,994,353 | $ 4,377,171 |
| Option out - shares received | (352,500) | - | - | - | (352,500) |
| Exploration and evaluation expenditures: | |||||
| Consulting and labour | 22,500 | - | 1,625 | - | 24,125 |
| 22,500 | - | 1,625 | - | 24,125 | |
| Balance December 31, 2024 | $ - | $ - | $ 2,054,443 | $ 1,994,353 | $ 4,048,796 |
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
OUTLOOK AND PLANNED ACTIVITIES
Due to the issues related to and around the forest fires, the Company is in competition for drilling teams and exploration programs. The Company encountered delays due to the high demand for equipment and experienced labour in an unprecedented market. The level of drilling activity in Quebec and Ontario combined with forest fire related restrictions and a shortage of replacement drilling parts exacerbated an already highly competitive situation in these provinces.
Val D'Or Gold Camp – Senneville Properties
On May 21, 2024, the Company has entered into a mineral option agreement with Troubadour Resources Inc. ("TR") whereby TR can earn up to 100% interest in the Senneville Property.
On May 31, 2024, the Company revised its mineral option agreement dated May 21, 2024. The Company will receive 2,000,000 of the 2,500,000 shares issued by TR. at each of the payments scheduled to occur upon signing and at or before the 6-month anniversary of the signing of the agreement. An arms-length party will receive 500,000 shares, i.e., 20% of the payment, for each of the payments. The total consideration due remains a total of 5,000,000 shares of TR to earn 100%. Any share issuances contemplated under the Agreement will only be made if they will not result in either the Company of the arms-length party owning more than 10% of the issued shares of TR.
On June 20, 2024 the Company received 2,000,000 shares @ $0.20 each as first payment against the Senneville property.
On July 29, 2024, the Company received 2,000,000 shares @ $0.23 each as final share payment against the Senneville property.
Fenelon Gold Camp – Blue Ribbon Property
During the year ended March 31, 2024, the Company decided not to proceed with the option agreement for Blue Ribbon Property. Therefore, no further exploration activities will be conducted on this property.
Timmins Nickel Project – CNC Property
The Company has completed 3,730 metres of drilling over 11-holes as part of the first phase of its maiden drill program at the CNC Property. The following summarizes the highlights of the program:
- A maiden 11-hole drill program has been completed.
- Eight drill holes, NKV22-01 to NKV22-06 and NKV23-01 to NKV23-03, were advanced within the North block of claims, located adjacent to Canada Nickel Company's (CNC) Reid discovery and to the west on trend with CNC's Crawford discovery. NKV22-03, located to the west of CNC's Reid discovery, returned 11.5 metres of 0.15 per cent nickel from a depth of 244 metres to 255.5 metres.
- Three drill holes, NKV23-04 to NKV23-06, were advanced within the South block of claims, located adjacent to CNC's Macdiarmid discovery. NKV23-04 and NKV23-05 returned significant intersections that are comparable with those of CNC's adjacent Macdiarmid discovery within footprints of conductors that are comparable in size. NKV23-04 and NKV23-05 are located 750 metres apart.
- A potential 43.5-metre mineralized zone was identified in NKV23-04 through sporadic sampling from 187.5 metres to 231 metres. Intervals of 0.14 per cent over three metres, 0.21 per cent over 2.7 metres and 0.19 per cent over 4.5 metres were identified within at least 77 metres of ultramafic (gabbro/peridotite) beginning at 178 metres. Infill sampling is required to determine the exact grade of this interval, but, visually, the mineralization appears consistent, with grades ranging from 0.14 per cent to 0.22 per cent in the seven samples taken. The interval identified is open at depth as this hole terminated in an ultramafic unit and appears to extend on to CNC's recently purchased claims to the south based on the proximity of the drill hole to the claim boundary.
- A potential 161-metre mineralized zone was identified in NKV23-05 through sporadic sampling from 67 metres to 229 metres. Multiple intervals of 0.18 per cent over three metres and an interval of
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
0.14 per cent over 30 metres were identified within at least 202 metres of ultramafic (gabbro/peridotite) beginning at 50.4 metres. Infill sampling is required to determine the exact grade of this interval, but, visually, the mineralization appears consistent with grades ranging from 0.09 per cent to 0.19 per cent in the 48 samples taken. The interval identified is open at depth as this hole terminated in ultramafic.
Exploration of CNC West will commence during fiscal year end 2025.
RESULTS OF OPERATIONS
The Company had a net loss and comprehensive loss of $94,368 for nine months ended December 31, 2024, (2023 – loss of $761,857). The Company's significant operating expenses included the following:
- Exploration and evaluation expenditures of $(328,375) (2023 – $676,563)
- Consulting and management fees of $112,500 (2023 – $124,050)
- Share based payments of $21,325 (2023 – $nil)
- Transfer agent and filing fees of $33,422 (2023 – $30,741)
- Professional fees of $54,862 (2023 – $67,642)
- Office and miscellaneous expense of $79,361 (2023 - $70,992)
Consulting and management fees of $112,500 (2023 – $124,050) relate to fees paid to consultants for the Company's business advisory, management (see "Transaction with Related Parties"), and corporate compliance services. These general consulting expenses cannot be directly attributed to any particular project and relate to the Company's activity and shift to Canadian based mineral exploration; therefore, they have been expensed as general consulting. During the nine months ended December 31, 2024, the decrease in the comparative period was due to a decrease in operations.
Share-based payments of $21,325 (2023 – $nil) relates to the vested fair value of the share options issued to consultants, officers, and directors of the Company pursuant to the Company's Share Option Plan. No share options vested during the nine months ended December 31, 2023.
Transfer agent and filing fees of $33,422 (2023 – $30,741) relates to expenditures in connection with share capital activities and reporting of the Company.
Professional fees of $54,862 (2023 – $67,642) consist of the legal, financial reporting, and audit expenses. The decrease from the prior period reflects reduced fees for financial reporting and secretarial services during the current period.
Office and miscellaneous expense of $79,361 (2023 - $70,992) relate to office expenses, rent, meals and entertainment, and insurance expenditures. The increase in the current period was due to higher general office costs.
The overall expenses during the current period were lower than the comparative period. The decrease is mostly attributable to exploration and evaluation expenditures, consulting and management fees, transfer agent and filing fees.
SUMMARY OF QUARTERLY RESULTS
The Company's operating results from the last eight quarters are summarized as follows:
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
| Three months ended | ||||
|---|---|---|---|---|
| 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | |
| Net and comprehensive profit or (loss) | $ (913,138) | $ 589,505 | $ 229,265 | $ (157,229) |
| Profit (Loss) per share | (0.54) | 2.10 | 0.19 | (0.14) |
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| 31-Dec-23 | 30-Sep-23 | 30-Jun-23 | 31-Mar-23 | |
| Net and comprehensive profit or (loss) | (323,350) | (121,424) | (317,084) | (854,943) |
| Profit (Loss) per share | $ (0.43) | $ (0.21) | $ (0.28) | $ (1.08) |
The highest net and comprehensive income in the four quarters ended December 31, 2024, occurred in the quarter ending September 30, 2024, due to a $460,000 gain from the sale of the Senneville property, which included the final payment of 200,000 TR shares. In the four quarters ended December 31, 2023, the highest net and comprehensive loss was on quarter ended March 31, 2023, due to the increased spending on exploration in the CNC Timmins property.
Overall, there has been significant fluctuation in the Company's net and comprehensive loss in the past eight quarters. The primary reasons for such fluctuation are the uneven spending on the exploration activities over difference quarters, and the property option agreements' obligations coming due in different quarters.
As an exploration stage company, the Company has not generated revenue from its property interest and does not anticipate it will do so for the foreseeable future.
LIQUIDITY AND CAPITAL RESOURCES
As the Company is a start-up and its mineral exploration activities are at its infancy stage, the Company has to depend on its ability to procure sufficient funding through share offerings and financial support from related parties to support current and future expenditures. As at December 31, 2024, the Company has a working capital of $166,612 (March 31, 2024 – working capital of $64,655) and a cumulative deficit of $8,660,147 (March 31, 2024 – $8,595,035). The cash component of working capital as at December 31, 2024 was $9,228 (March 31, 2024 – $88,415). The Company is primarily reliant upon the sale of equity securities and debt in order to fund operations. Since inception, the Company has funded its operations through the issuance of equity securities on a private placement basis and the issuance of debt. This has permitted the Company to carry out exploration activities, address costs associated with the equity offerings and cover ongoing compliance expenses.
OUTSTANDING SHARES
As at December 31, 2024 and as of report date, there were 1,677,199 issued and fully paid common shares (March 31, 2024 – 1,327,199) outstanding respectively.
| Number of shares | Share capital | |
|---|---|---|
| Balance, March 31, 2023 | 1,105,098 | $ 7,865,123 |
| Shares issued for debt settlement | 22,101 | $ 77,357 |
| Shares issued for exploration and evaluation proper | 200,000 | 100,000 |
| Balance, March 31, 2024 | 1,327,199 | $ 8,042,480 |
| Shares issued for private placement | 350,000 | $ 175,000 |
| Balance, December 31, 2024 | 1,677,199 | $ 8,217,480 |
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
Transaction after the nine months ended December 31, 2024:
On February 14, 2025, the Company closed its non-brokered private placement raising gross proceeds of $126,084 through the issuance of 663,600 common shares at $0.19 per share.
Transactions during the nine months ended December 31, 2024:
Shares issued for private placement
On June 7, 2024, the Company closed a non-brokered private placement and raised $175,000 through the issuance of 350,000 units at $0.50 per unit. Each unit consists of one common share and one common share purchase warrant, exercisable at $0.70 per share for two years from the closing date.
Reverse stock split 10 for 1
On November 8, 2024 the Company reduced its total common shares by 15,094,810 using ratio of 10 for 1 in a reverse stock split.
Share transactions for the year ended March 31, 2024:
Shares issued for debt settlement
On April 17, 2023, the Company issued a total of 22,102 of its common shares at a deemed price of $3.50 per share for an aggregate amount of $77,356 pursuant to the settlement of the debt owed to two former officers and/or directors of the Company as part of their severance packages.
Shares issued for property
On January 26, 2024 the Company issued a total of 200,000 of its common shares at a fair value of $0.50 for an aggregate amount of $100,000 pursuant to the agreement with North American Exploration Ltd and Jonathon Deluce to acquire 100% interest in 286 mineral claims in the CNC Timmins property.
Reverse stock split 10 for 1
On February 8, 2024 the Company reduced its total common shares by 119,448,114 using ratio of 10 for 1 in a reverse stock split.
STOCK OPTIONS
A summary of share options outstanding is as follows:
| Options outstanding | Weighted average exercise price | Weighted average years to expiry | |
|---|---|---|---|
| Balance, March 31, 2023 | 95,894 | $ 6.70 | 2.54 |
| Options cancelled | (47,337) | 6.80 | - |
| Options expired | (10,667) | 9.40 | - |
| Balance, March 31, 2024 | 37,890 | $ 5.70 | 3.41 |
| Options Granted | 72,500 | 0.55 | 1.42 |
| Balance, December 31, 2024 | 110,390 | $ 2.29 | 1.84 |
As of the date of this report, the Company has a total of 110,390 stock options outstanding and exercisable.
Transactions after the nine months ended December 31, 2024:
There were no transactions after the nine months ended December 31, 2024.
Transactions during the nine months ended December 31, 2024:
Option Granted:
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
During the nine months ended December 31, 2024, the Company granted 72,500 stock options at an exercise price of $0.55 each and recorded share-based compensation of $21,325.
Consolidation:
During the nine months ended December 31, 2024, 993,512 of the outstanding stock options were consolidated in a 10 for 1 reverse stock split consolidation
Transactions for the year ended March 31, 2024:
Consolidation:
During the year ended March 31, 2024, 3,410,119 of the outstanding stock options were consolidated in a 10 for 1 reverse stock split consolidation.
Option expires:
During the year ended March 31, 2024, 10,667 of the outstanding stock options expired unexercised. The corresponding amount of $77,289 was transferred from share-based payments reserve to deficit.
Option cancelled:
During the year ended March 31, 2024, 47,337 of the outstanding stock options were cancelled unexercised. The corresponding amount of $286,384 was transferred from share-based payment reserve to deficit.
WARRANTS
A summary of changes in outstanding warrants is as follows:
| Warrants outstanding | Weighted Average Exercise Price | Weighted Average Years to Expiry | |
|---|---|---|---|
| Balance, March 31, 2023 | 696,151 | $ 10.40 | 1.86 |
| Warrants expired | (77,479) | 2.30 | - |
| Balance, March 31, 2024 | 618,672 | $ 8.80 | 1.00 |
| Warrants issued | 350,000 | 0.26 | 1.43 |
| Warrants expired | (186,483) | 6.86 | - |
| Balance, December 31, 2024 | 782,190 | $ 5.42 | 0.84 |
As of the date of this report, the Company has a total of 782,190 share warrants outstanding and exercisable.
Transactions after the nine months ended December 31, 2024:
There were no warrant related transactions subsequent to nine months ended December 31, 2024.
Transactions during the nine months ended December 31, 2024:
During the nine months ended December 31, 2024, the Company issued 350,000 warrants valued at $0.70 per warrant pursuant to a non-brokered private placement.
During the nine months ended December 31, 2024, 186,483 of the outstanding warrants expired unexercised. The corresponding amount of $29,256 was transferred from share-based payment reserve to deficit.
During the nine months ended December 31, 2024, 8,718,044 of the outstanding warrants were consolidated in a 10 for 1 reverse stock split consolidation
Transactions for the year ended March 31, 2024:
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
During the year ended March 31, 2024, 77,479 warrants expired unexercised. The corresponding amount of $38,194 was transferred from share-based payment reserve to deficit.
During the year ended March 31, 2024, 5,568,045 of the outstanding warrants were consolidated in a 10 for 1 reverse stock split consolidation.
DETAILED DISCUSSIONS RELATED TO THE COMPANY'S CASHFLOW
Nine months ended December 31, 2024, and 2023
Cash balances decreased by 79,187 during the nine months ended December 31, 2024 (2023 – Decreased by $880,622).
During the nine months ended December 31, 2024, cash used in the operating activities was $254,187 compared to cash used in operating activities of $880,622 during the nine months ended December 31, 2023. The Company was actively pursuing multiple mineral exploration projects during the first fiscal period of 2023; accordingly, the cash outflow was higher.
During the nine months ended December 31, 2024, cash provided by financing activities amounted to $175,000 compared to $nil during the nine months ended December 31, 2023. Cash provided by financing activities pertains to proceeds from the private placement, exercise of stock options, share warrants and convertible debentures. The Company closed units of private placements during the nine months ended December 31, 2024 which resulted in lower cash outflow as compared to the same period in 2023.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off-balance sheet arrangements as at December 31, 2024, nor as of the date of this report.
PROPOSED TRANSACTIONS
The Company has no proposed transactions as at December 31, 2024, nor as of the date of this report.
SUBSEQUENT EVENTS
On February 14, 2025, the Company closed its non-brokered private placement raising gross proceeds of $126,084 through the issuance of 663,600 common shares at $0.19 per share.
TRANSACTIONS WITH RELATED PARTIES
The amounts due to related parties are due to directors and officers of the Company. The balances are unsecured, non-interest bearing and have no specific terms for repayment.
Related party balances
As at December 31, 2024, $34,756 (March 31, 2024 - $21,953) were due to related parties as follows:
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| Company controlled by the CEO | $ 31,525 | $ 21,953 |
| CFO | 3,231 | - |
| $ 34,756 | $ 21,953 |
Related party transactions and key management compensation
During the nine months ended December 31, 2024, and 2023, the Company incurred the following amounts through transactions with the directors and officers of the Company:
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Expenses paid or accrued to directors of the Company, senior officers and companies with common directors: | ||
| Management fees | $ 135,000 | $ 45,000 |
| Accounting fees | 24,000 | 18,000 |
| $ 159,000 | $ 63,000 |
Consulting and management fees consist of the following:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Company controlled by the CEO | $ 135,000 | $ 45,000 |
| $ 135,000 | $ 45,000 |
CHANGES IN ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
For a detailed summary of the Company's significant accounting policies and critical accounting estimates, the readers are directed to Notes 2 and 3 of the Notes to the unaudited financial statements for the nine months ended December 31, 2024, and 2023 that are available on SEDAR+ at www.sedarplus.ca.
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
Detailed listing of exploration expenditures and a breakdown of general and administrative expenses are provided in the financial statements for the nine months ended December 31, 2024, and 2023 which are available on SEDAR+ at www.sedarplus.ca.
FINANCIAL INSTRUMENTS
Financial Instrument Risks
The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk by holding cash. This risk is minimized by holding cash in large Canadian financial institutions. This risk is assessed as low.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to any interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by management of its working capital to ensure its expenditures will not exceed available resources. This risk is assessed as high.
Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company does not have foreign currency denominated financial instruments and is not exposed to foreign exchange risk.
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
Price risk
Price risk is the risk that the risk of a decline in the value of the Company's financial instruments. Although price risk can be mitigated by hedging, the Company currently doesn't apply any hedging techniques as the Company doesn't have securities that are subject to price fluctuation.
RISKS AND UNCERTAINTIES
The Company believes that the following risks and uncertainties may materially affect its success.
Limited Operating History
The Company has no history of business or mining operations, revenue generation or production history. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.
Exploration, Development and Operating Risks
The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered would result in an increase in the Company's resource base.
The Company's operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity; flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company.
Fluctuating Mineral Prices
The economics of mineral exploration is affected by many factors beyond the Company's control, including commodity prices, the cost of operations, variations in the grade of minerals explored and fluctuations in the market price of minerals. Depending on the price of minerals, it may be determined that it is impractical to continue the mineral exploration operation. Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any minerals found on the Property.
Substantial Capital Requirements and Liquidity
Substantial additional funds for the establishment of the Company's current and planned mining operations will be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Mineral prices, environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures, operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
its operations or anticipated expansion and pursue only those development plans that can be funded through cash flows generated from its existing operations.
Financing Risks and Dilution to Shareholders
The Company will have limited financial resources, no operations and no revenues. If the Company's exploration program on its properties is successful, additional funds will be required for the purposes of further exploration and development. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favourable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.
Title to Properties
Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. The Company cannot give an assurance that title to the Property will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company, as the case may be, does not have title to the properties could cause the Company to lose any rights to explore, develop and mine any minerals on that property, without compensation for its prior expenditures relating to such property.
No Mineral Reserves or Mineral Resources
The properties in which the Company holds an interest are considered to be an early exploration stage property, however no mineral reserve or mineral resource estimates have been prepared in respect of the properties. Mineral reserves are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Reserve estimates for properties that have not yet commenced production may require revision based on actual production experience. Market price fluctuations of metals, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore bodies and the processing of new or different mineral grades may cause a mining operation to be unprofitable in any particular accounting period.
Environmental Risks
The Company's exploration and appraisal programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and federal, provincial and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.
FORWARD-LOOKING STATEMENTS
This MD&A may include certain "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar
15
Xander Resources
Xander Resources Inc.
MANAGEMENT'S DISCUSSION & ANALYSIS
For the nine months ended December 31, 2024 and 2023
expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks those actual results of current exploration activities will differ, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious and/or base metals prices and other factors, as outlined in the Company's preliminary long form prospectus filed on SEDAR+. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
DIRECTORS
Certain directors of the Company are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploring natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.
On August 5, 2021, the Company appointed Deepak Varshney, P. Geo as a director.
On September 1, 2021, James H. Hirst resigned as CEO and president and the company appointed Deepak Varshney as the president and CEO.
On September 15, 2021, the Company appointed James Walker as independent director and member of the audit committee.
On November 30, 2021, the Company appointed Adrian Smith as an independent director and Marsha Panar resigned as a director and member of the audit committee.
On May 4, 2022, James H. Hirst resigned as a director of the Company.
On May 4, 2022, the Company appointed Andreas Rompel as a director.
On June 16, 2023, the Company appointed Richard Paolone as a director and member of the audit committee and Andreas Rompel resigned as a director of the Company.
Current Directors and Officers of the Company are as follows:
Deepak Varshney, President, CEO, Corporate Secretary and Director
James Walker, Director
Adrian Smith, Director
Richard Paolone, Director
Khalid Naeem, CFO
OUTLOOK
The Company's primary focus for the foreseeable future will be on maintaining a healthy financial position, continuing exploration and development on its mineral properties in areas of active exploration, and ongoing evaluation of additional underexplored properties and projects in key areas.
16