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Edgewater Exploration Ltd. — Management Reports 2026
Apr 2, 2026
46191_rns_2026-04-02_4acc2d7b-187d-4132-b4d3-e12472eb0255.pdf
Management Reports
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EDGEWATER EXPLORATION LTD.
Form 51-102F1: Management’s Discussion and Analysis
For the Year Ended December 31, 2025
(Expressed in Canadian Dollars)
This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the audited annual consolidated financial statements of Edgewater Exploration Ltd. (“Edgewater” or the “Company”) for the year ended December 31, 2025. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Additional information relating to the Company including the most recent Company filings can be located on SEDAR+ at www.sedarplus.ca. This MD&A is prepared as of April 2, 2026. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.
This discussion includes certain statements that may be deemed “forward-looking statements.” All statements in this discussion, other than statements of historical facts, that address events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.
Business Overview and Overall Performance
Business overview
Edgewater Exploration Ltd. and its subsidiary (collectively, “Edgewater” or the “Company”) are in the mineral property exploration and development business. Edgewater Exploration Ltd., the parent, is a public company that is listed on the NEX board of the TSX Venture Exchange (symbol: EDW.H). It is incorporated in Canada and its head office is located at 1802 – 1725 Pendrell Street Vancouver, British Columbia, V6G 2X7.
Key Highlights for 2025:
- During 2025, the Company recorded a net loss of $152,599 compared to a net loss of $152,101 during the prior year. The higher net loss during the current year is due to the increase in audit and legal fees. Net loss per share for both years was $0.00.
- As at December 31, 2025, the Company had total assets of $528,305 compared to $602,023 as at December 31, 2024. Short-term investments account for the majority of the assets in both years.
Selected Annual Information
The following financial information is derived from the audited financial statements of the Company, which are prepared in accordance with IFRS.
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Revenue | $Nil | $Nil | $Nil |
| Expenses | $164,294 | $174,322 | $66,055 |
| Net Loss | $152,599 | $152,101 | $33,457 |
| Comprehensive Loss | $152,599 | $152,101 | $33,457 |
| Net loss per Share – Basic and Diluted | $0.00 | $0.00 | $0.00 |
| Total Assets | $528,305 | $602,023 | $633,115 |
| Total Liabilities | $2,328,019 | $2,249,138 | $2,128,127 |
| Total Shareholders’ Deficit | $1,799,714 | $1,647,115 | $1,495,013 |
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EDGEWATER EXPLORATION LTD.
Form 51-102F1: Management's Discussion and Analysis
For the Year Ended December 31, 2025
(Expressed in Canadian Dollars)
Results of Operations
The following discussion and analysis of the Company’s financial results of its operations should be read in conjunction with the Company’s consolidated financial statements and related notes.
- During 2025, the Company recorded a net loss of $152,599 as compared to a net loss of $152,101 during the prior year. The net loss per share in both years was $nil.
- Accounting and audit fees were $62,567 in 2025 compared to $46,996 during the prior year. The change is due to the increased costs associated with completing the Company’s annual external audit.
- Foreign exchange loss was $59,852 for 2025 compared to an exchange loss of $98,715 during the prior year. The lower loss during 2025 is due to the stronger Canadian dollar against the Euro and US dollar. The arbitration award is denominated in Euros and US dollars.
- Insurance expense was nil during 2025 compared to $8,165 during the prior year. The Company will obtain commercial insurance once it resumes exploration activity.
- Legal expense was $23,871 for 2025 compared to $4,274 during the prior year. The increase in legal costs is due to the Company dissolving its Panamanian subsidiary.
Summary of Quarterly Results
The following information is derived from the Company’s unaudited interim consolidated financial statements for the past eight quarters.
| Revenue | Net loss (income) | Loss per share | ||||
|---|---|---|---|---|---|---|
| December 31, 2025(1) | $ | Nil | $ | (7,622) | $ | 0.00 |
| September 30, 2025 | $ | Nil | $ | 75,674 | $ | 0.00 |
| June 30, 2025 | $ | Nil | $ | 15,446 | $ | 0.00 |
| March 31, 2025 | $ | Nil | $ | 69,101 | $ | 0.00 |
| December 31, 2024 | $ | Nil | $ | 49,147 | $ | 0.00 |
| September 30, 2024 | $ | Nil | $ | 44,670 | $ | 0.00 |
| June 30, 2024 | $ | Nil | $ | 25,622 | $ | 0.00 |
| March 31, 2024 | $ | Nil | $ | 32,663 | $ | 0.00 |
(1) Refer to section “Results of Operations” for an explanation of some of the items making up the loss for the quarter.
Liquidity and Capital Resources
The Company has financed the majority of its operations and work programs to date through equity issuances. There can be no assurance of continued access to sufficient equity funding. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control. The Company has no outstanding debt facility upon which to draw. Cash is invested in business accounts with large financial institutions and is available on demand for the Company’s operations. During the year ended December 31, 2025, cash outflows from operations totaled $85,442 (2024 - $41,117).
The Company did not complete any financings during 2025. As of December 31, 2025, the Company had a working capital deficit of $1,799,714, as a result of the arbitration award costs levied by the Kingdom of Spain against the Company’s wound up subsidiary, Corcoesto, S.A. Management considers that the Company has sufficient available cash and cash equivalents to be able to continue in operations for at least the next twelve months. With regards to the arbitration settlement liability, management’s view is that this award of costs relates solely to Corcoesto S.A., which was wound up during the year and accordingly, Spain has no recourse against Edgewater (see section, Critical Accounting Estimates and Judgements, below for more information).
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EDGEWATER EXPLORATION LTD.
Form 51-102F1: Management’s Discussion and Analysis
For the Year Ended December 31, 2025
(Expressed in Canadian Dollars)
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Fourth Quarter
During Q4 2025, the Company recorded a net income of $7,622 compared to a net loss of $49,147 during the same period in the prior year.
During Q4 2025, the Company recorded accounting and audit fees of $21,810 compared to $13,598 during the same period in the prior year. The higher expense is due to the increased costs associated with completing the Company’s annual external audit.
During Q4 2025, the Company recorded a foreign exchange gain of $34,557 compared to a loss of $42,186 during the same period in the prior year. The gain is due to the stronger Canadian dollar against the Euro and US dollar.
Proposed Transactions
None.
Critical Accounting Estimates and Judgements
The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management has no intention in settling the award costs to the Kingdom of Spain. Management’s view is that this award of costs relates solely to Corcoesto S.A. and accordingly, the Tribunal has no recourse against Edgewater Exploration Ltd. Actual results could differ from these estimates.
There was significant judgement in concluding that, notwithstanding the existence of the costs awarded to the Kingdom of Spain and associated liability, there is no material uncertainty related to the Company’s ability to continue as a going concern. While the award gives rise to a liability, management has no intention of settling the award costs to the Kingdom of Spain. Upon the winding-up of Corcoesto S.A. the liability was not legally released and therefore was not extinguished from the balance sheet. However, management’s view is that this award of costs relates solely to Corcoesto S.A. and accordingly, the Tribunal has no recourse against Edgewater Exploration Ltd. This assessment involves significant judgment, as an adverse outcome requiring the Company to settle the award costs would have a material adverse effect on the Company’s liquidity and could cast significant doubt on its ability to continue as a going concern. Based on management’s assessment of the facts and circumstances currently known, management has concluded that the going concern basis of accounting remains appropriate.
Financial Instruments and Other Instruments
The Company’s financial instruments consist of cash, receivables, short-term investment, and trade and other payables. All of the financial instruments are measured at amortized cost. Financial assets and liabilities at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment.
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss. The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss and comprehensive loss.
The Company does not use derivative instruments or hedges to manage various risks because the Company’s exposure to credit
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EDGEWATER EXPLORATION LTD.
Form 51-102F1: Management’s Discussion and Analysis
For the Year Ended December 31, 2025
(Expressed in Canadian Dollars)
risk, liquidity risk, and market risks (including interest rate risk and currency risk) is relatively low. Cash is held through large financial institutions. Additional disclosures relating to the Company’s financial instruments can be found in Note 6 of the consolidated financial statements.
Other MD&A Requirements
Additional information relating to the Company, including the most recent Company filings, can be located on the SEDAR+ website at www.sedarplus.ca.
Additional Disclosure for Venture Issuers Without Significant Revenue
See Results of Operations section of the MD&A.
Disclosure of Outstanding Share Data
The following describes the outstanding share data of the Company as at April 2, 2026:
| Number Outstanding | |
|---|---|
| Common shares | 38,923,609 |
Additional Disclosure for Reporting Issuers with Significant Equity Investees
Not applicable.
Risk Factors
The operations of the Company are speculative due to the high-risk nature of its business, which includes the acquisition, financing, exploration, development, and operation of mining properties. These risk factors could materially affect the Company’s future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.
Competition
There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company competes with other exploration and mining companies, many of which have greater financial resources than the Company, for the acquisition of mineral claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.
Funding Requirements
Mining exploration and development involves financial risk and capital investment. The continuance of the Company’s development and exploration activities and its growth through the acquisition of exploration, development or production assets depend upon the Company’s ability to generate positive cash flows, private and public equity financing, debt, and/or other means. There is no assurance that the Company will be successful in obtaining additional financing on a timely basis or generate positive cash flows.
Arbitration Award Provision
Although management believes that the likelihood is minimal, there is a risk that the Kingdom of Spain will attempt to recover the litigation award that was levied against the wound up subsidiary, Corcoesto, S.A. from Edgewater (see section, Critical Accounting Estimates and Judgements, below for more information)..
EDGEWATER EXPLORATION LTD.
Form 51-102F1: Management's Discussion and Analysis
For the Year Ended December 31, 2025
(Expressed in Canadian Dollars)
Internal Controls and Disclosure Controls over Financial Reporting
On November 23, 2007, the British Columbia Securities Commission in which the Company is registered exempted Venture Issuers from certifying disclosure controls and procedures, as well as Internal Controls over Financial Reporting as of December 31, 2007, and thereafter. Since the Company is a Venture Issuer, it is now required to file basic certificates, which it has done for the year ended December 31, 2025. The Company makes no assessment relating to establishment and maintenance of disclosure controls and procedures as defined under National Instrument 52-109 as at December 31, 2025.
Outlook
The Company continues to look for project acquisition and/or development opportunities.
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