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Eloro Resources Ltd. Management Reports 2025
44112_rns_2025-06-30_14e6a643-633c-47dc-beb7-8e71f569c971.pdf
Management Reports
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Eloro Resources Ltd.
Management's Discussion and Analysis
This Management's Discussion and Analysis ("MD&A") provides discussion and analysis of the financial condition and results of operations of Eloro Resources Ltd. (the "Company") for the year ended March 31, 2025 and should be read in conjunction with the with the audited consolidated financial statements and the accompanying notes.
The MD&A is the responsibility of management and is dated as of June 30, 2025.
All dollar amounts in the MD&A are stated in Canadian dollars unless otherwise indicated.
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and the Company's website at www.elororesources.com.
Forward-Looking Statements
This MD&A may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as "believes", "expects", "potential", "anticipates", "estimates", "intends", "plans" and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. The Company is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this MD&A.
See page 13 for Material assumptions and risk factors for forward-looking statements.
The Company
The Company is a Canadian-based exploration and development company with a silver-tin polymetallic property in Bolivia, a gold-silver property in Peru and base metal properties and royalties in the province of Quebec.
The Company is a reporting issuer in Ontario, Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador and its common shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol ELO, on the OTCQX under the symbol ELRRF, and on the Frankfurt Stock Exchange under the symbol WKN 909833.
Overall Performance
Private placement financings
On May 2, 2025, the Company closed a private placement of units, issuing 2,631,578 units at a price of $0.95 per unit, for gross proceeds of $2,500,000. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share for $1.40 until May 2, 2028. In connection with the private placement, the Company paid $75,000 in finders' fees and $100,000 in advisory fees.
On April 8, 2025, the Company closed a private placement of units pursuant to a Listed Issuer Financing Exemption offering, issuing 5,552,738 units at a price of $0.95 per unit, for gross proceeds of $5,275,101. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share for $1.40 until April 8, 2028. In connection with the private placement, the Company paid cash commissions of $369,257 and issued 388,691 broker warrants. Each broker warrant shall be exercisable for one common share of the Company at a price of $1.00 per common share until April 8, 2028. An insider of the Company subscribed for 58,000 units for gross proceeds of $55,100.
On October 21, 2024, the Company closed the first tranche of a private placement of units at a price of $0.90 per unit, issuing 1,397,119 units for gross proceeds of $1,257,407. On October 31, 2024, the Company closed the second and final tranche, issuing an additional 2,802,881 units for gross proceeds of $2,522,593, bringing the total to 4,200,000 units for gross proceeds of $3,780,000. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share for $1.50 for 2 years from the respective closing date. In connection with the private placement of units, the Company incurred share issuance costs of $165,320, which includes cash commissions of $118,574. Cartier Silver Corporation ("Cartier") acquired 45,049 units for gross proceeds of $40,544 (see "Investment in Cartier Silver Corporation" on page 2) and other related parties and insiders of the Company acquired 656,087 units for gross proceeds of $590,478.
The private placement included a lead order from the Company's largest shareholder and strategic investor, Crescat Capital LLC ("Crescat"). In connection with Crescat's purchase of units under the private placement, the Company granted to Crescat the right (the "Participation Right") to participate in any future private placement or public offering of common shares or rights to purchase common shares, other than certain excluded issues such as the grant or exercise of equity incentives (the securities then being offered under such offering herein referred to the "Offered Securities"). The Participation Right provides Crescat with the right and option to subscribe for a sufficient number of the Offered Securities so as to maintain Crescat's then applicable percentage holding of the outstanding common shares. The Participation Right terminates on the date on which Crescat's ownership of common shares falls below 2% of the then outstanding common shares.
Status of use of available funds for April 8, 2025 Listed Issuer Financing Exemption offering (to June 17, 2025)
| Available funds | $ | |
|---|---|---|
| Amount raised by the offering | 5,275,000 | |
| Selling commissions and fees | (370,000) | |
| Offering costs | (211,000) | |
| Net proceeds | 4,694,000 | |
| Working capital as at February 28, 2025 | 850,000 | |
| 5,544,000 | ||
| Proposed | Actual | |
| Use of funds | $ | $ |
| Property option payment with respect to the Iska Iska Project (note) | 2,100,000 | – |
| Continued exploration and development of the Iska Iska Project through up to 4,300 m of drilling in the tin domain, metallurgical testing, and assay analysis | 1,330,000 | 834,000 |
| General corporate purposes | 1,800,000 | 450,000 |
| Other corporate purposes | 120,000 | 120,000 |
| Working capital | 194,000 | 4,140,000 |
| 5,544,000 | 5,544,000 |
Note: Payment terms for the property option payment with respect to the Iska Iska Project were amended to provide for a payment of US$1,000,000 on July 15, 2025 rather than US$1,500,000 outlined in the proposed use of funds. See page 3, Iska Iska.
Settlement of accounts payable
On July 17, 2024, the Company settled accounts payable of $519,312 (US$379,171) owed by the Company and $50,776 (US$37,073) owed by Cartier through the issuance of 441,008 common shares at a price of $1.21 per common share, resulting in a gain of $36,468. The amount owed by Cartier to the Company is unsecured, non-interest bearing and payable on demand. The issuance of the common shares to settle the accounts payable was treated as a security-based compensation arrangement, with the 441,008 common shares issued pursuant to the Company's Long Term Incentive Plan.
Option payment advance
On July 29, 2020, the Company granted a 2% interest in its wholly-owned Bolivian subsidiary, Minera Tupiza to an officer of Minera Tupiza. The Company has an option to increase its interest in Minera Tupiza to 99% by purchasing a 1% interest from the officer for US$3,000,000. As at March 31, 2025, the Company had made installment payments aggregating US$500,000 (March 31, 2024 - US$500,000) on account of the option. Subsequent to March 31, 2025, the Company made an installment payment of US$100,000 on account of the option payment advance. At June 30, 2025, the Company has made installment payments of US$600,000 on account of the option payment advance.
Investment in Cartier Silver Corporation
During the year ended March 31, 2025, the Company purchased 300,000 common shares of Cartier. At March 31, 2025, the Company holds 2,333,000 common shares of Cartier and Cartier owns 2,400,049 common shares of the Company and has three directors who are also directors of the Company.
Key management personnel
On September 4, 2024, the Company announced the appointment of Osvaldo Arce, Ph.D., to the role of Executive Vice-President, Latin American Operations, as he continues in his role as General Manager of the Company's Bolivian subsidiary, Minera Tupiza SRL, together with the appointment of Chris Holden to Senior Vice-President, Corporate Development. On April 15, 2025, the Company announced the appointment of Colin Belshaw, IEng, as Vice President Mining.
Grant of stock options
On May 20, 2025, the Company granted 3,000,000 stock options to directors, officers, and consultants, with each stock option entitling the holder to purchase one common share for $0.98 until May 20, 2030.
Iska Iska
On January 6, 2020, the Company signed a Definitive Agreement, as amended, whereby its Bolivian subsidiary, Minera Tupiza was granted an option to acquire a 99% interest in Iska Iska, a silver-tin polymetallic property consisting of one mineral concession totaling 900 hectares ("ha") located in southern Bolivia. In order to acquire its interest in Iska Iska, the Company will conduct an exploration and development program ending January 6, 2026, which was amended from July 6, 2025, which was originally amended from July 6, 2024, and issue common shares, and make an option payment, as follows:
| Common shares | Option payment | |||
|---|---|---|---|---|
| Number | $ | Required US$ | Paid US$ | |
| February 5, 2020 (issued) | 250,000 | 100,000 | – | – |
| January 6, 2022 (issued) | 250,000 | 875,000 | – | – |
| April 30, 2024 | – | – | 500,000 | 500,000 |
| May 30, 2025 | – | – | 1,000,000 | – |
| July 6, 2025 | – | – | 8,500,000 | 5,050,000 |
| 500,000 | 975,000 | 10,000,000 | 5,550,000 |
On June 27, 2025, the payment terms for the remaining option payment of US$4,450,000 were amended as follows:
| US$ | |
|---|---|
| Credit for expenditures on the Mina Casiterita property (page 8, Mina Casiterita and Mina Hoyada option agreement) | 1,800,000 |
| Payment due on July 15, 2025 (extended from May 30, 2025) | 1,000,000 |
| Payment on January 6, 2026 (extended from July 6, 2025) | 1,650,000 |
| 4,450,000 |
Concurrently, the Mina Casiterita and Mina Hoyada option agreement was amended to provide for the Company to make a cash payment of US$1,800,000 within 12 months from the date on which the mining rights for Mina Casiterita and Mina Hoyada are obtained.
Iska Iska is located in the Sud Chichas Province of the Department of Potosi, southern Bolivia, approximately 48 kilometres ("km") north of Tupiza city. The project is road accessible and royalty-free, wholly-controlled by the title holder, Empresa Minera Villegas S.R.L. and can be classified as a major silver-tin polymetallic porphyry-epithermal complex associated with a Miocene possibly collapsed/resurgent caldera, emplaced on Ordovician age rocks with major breccia pipes, dacitic domes and hydrothermal breccias. The caldera is 1.6km by 1.8km in dimension with a vertical extent of at least 1 km. Mineralization age is similar to Cerro Rico de Potosi and other major deposits such as San Vicente, Chorolque, Tasna and Tatasi located in the same geological trend. Geological mapping and diamond drilling suggest that the potential strike length of the entire Iska Iska system may be as much as 4km, the width up to 2km, with a depth extent of 1km or more.
Figure 1: Location Map – Iska Iska Silver-Tin Polymetallic Property, Bolivia
The Iska Iska silver-tin polymetallic project is a road accessible, royalty-free property, wholly controlled by the title holder, Empresa Minera Villegas S.R.L. and is located 48 km north of Tupiza city, in the Sud Chichas Province of the Department of Potosi in southern Bolivia. The Company has an option to earn a 100% interest in Iska Iska.
Iska Iska is a major silver-tin polymetallic porphyry-epithermal complex associated with a Miocene possibly collapsed/resurgent caldera, emplaced on Ordovician age rocks with major breccia pipes, dacitic domes and hydrothermal breccias. The caldera is 1.6km by 1.8km in dimension with a vertical extent of at least 1km. Mineralization age is similar to Cerro Rico de Potosí and other major deposits such as San Vicente, Chorolque, Tasna and Tatasi located in the same geological trend.
The Company began underground diamond drilling from the Huayra Kasa underground workings at Iska Iska on September 13, 2020. On November 18, 2020, the Company announced the discovery of a significant breccia pipe with extensive silver polymetallic mineralization just east of the Huayra Kasa underground workings and a high-grade gold-bismuth zone in the underground workings. On November 24, 2020, the Company announced the discovery of the Santa Barbara Breccia Pipe ("SBBP") approximately 150m southwest of the Huayra Kasa underground workings.
Subsequently, on January 26, 2021, the Company announced significant results from the first drilling at the SBBP including the discovery hole DHK-15 which returned 129.60 g Ag eq/t over 29.53g Ag/t, 0.078g Au/t, 1.45% Zn, 0.59% Pb and 0.056% Sn from 0.0m to 257.5m. Subsequent drilling has confirmed significant values of Ag-Sn polymetallic mineralization in the SBBP and the adjacent Central Breccia Pipe ("CBP"). A substantive mineralized envelope which is open along strike and down-dip extends around both major breccia pipes. Continuous channel sampling of the Santa Barbara Adit located to the east of SBBP returned 164.96 g Ag/t, 0.46% Sn, 3.46% Pb and 0.14% Cu over 166m including 446 g Ag/t, 9.03% Pb and 1.16% Sn over 56.19m. The west end of the adit intersects the end of the SBBP.
In 2023, the Company carried out additional drilling and completed 16 diamond drill holes totalling 12,495.4m to test targets in the Casiterita area (8 holes totalling 5,726.8m), Porco-Mina 2 area (3 holes totalling 2,544.9m) and eastern-southern extension of Santa Barbara (5 holes totalling 4,223.7m). Magnetic data strongly suggest that a large intrusive body lies below the Iska Iska Caldera Complex and that it may be nearer to surface on the Casiterita property. This intrusive is approximately 5km long by 3 km wide. Induced Polarization/Resistivity surveys at Casiterita outlined a new chargeability anomaly that extends for approximately 1km along strike and is across all five lines surveyed. It is readily evident that the strong conductivity anomaly outlined on Iska Iska continues southwards onto Casiterita, reflecting the enormous potential size of the mineralizing system of the underlying intrusive.
Since the start of drilling on the Iska Iska project on September 13, 2020, the Company has completed 111,414 metres of diamond drilling in 169 holes as of June 17, 2025. In 2024, drilling was focused on resource definition in the major Santa Barbara target zone. The breakdown of drilling completed by target area as of June 17, 2025, is as follows:
| Target Area | Date Commenced | Date Completed | No. of Holes | Total Metres |
|---|---|---|---|---|
| Huayra Kasa Breccia Pipe | September 13, 2020 | November 11, 2020 | 13 | 2,895 |
| Santa Barbara Breccia Resource Definition Drilling Zone | November 13, 2021 | In progress | 121 | 82,406 |
| Central Breccia Pipe | March 1, 2021 | August 8, 2021 | 11 | 7,473 |
| Porco Breccia Pipe | April 16, 2021 | May 4, 2022 | 12 | 9,508 |
| Casiterita | February 25,2023 | May 15, 2023 | 8 | 5,727 |
| Porco-Mina 2 | February 6, 2023 | March 9, 2023 | 4 | 3,405 |
| 169 | 111,414 |
Since the initial discovery hole DHK-15 which returned 29.53g Ag/t, 0.078g Au/t, 1.45% Zn, 0.59% Pb, 0.080% Cu and 0.056% Sn over 257.5m, the Company has released a number of significant drill results in the SBBP and the surrounding mineralized envelope which along with geophysical data has defined an extensive target zone. On October 17, 2023, the Company filed the NI 43-101 Technical Report outlining the initial inferred MRE for Iska Iska, prepared by Micon International Ltd.. The MRE was reported in two domains, the Polymetallic (Ag-Zn-Pb) Domain which is primarily in the east and south of the Santa Barbara deposit and the Tin (Sn-Ag-Pb) Domain which is primarily in the west and north. The Polymetallic Domain is estimated to contain 560Mt at 13.8 g Ag/t, 0.73% Zn & 0.28% Pb at an NSR cutoff of US$9.20 for potential open pit and an NSR cutoff of US$34.40 for potential underground. The majority of the mineral resource is contained in the constraining pit which has a stripping ratio of 1:1.
The Polymetallic Domain contains a higher-grade mineral resource at a NSR cutoff of $US25/t of 132 million tonnes at 1.11% Zn, 0.50% Pb and 24.3 g Ag/t which has a net NSR value of US$34.40/t which is 3.75 the estimated operating cost
of US$9.20/t. The Tin Domain which is adjacent to the Polymetallic Domain and does not overlap, is estimated to contain a mineral resource of 110Mt at 0.12% Sn, 14.2 g Ag/t and 0.14% Pb but is very under drilled.
On November 1, 2023, the Company announced that three PQ sized metallurgical holes totalling 939.9m have been completed, two in the higher-grade Polymetallic (Ag-Zn-Pb) Domain Type and one in the higher-grade Tin (Sn-Ag-Pb) Domain Type with core shipped to Wardell Armstrong International (WAI) in Cornwall for crushing and then the crushed material sent to TOMRA in Vettle, Germany for cascade "ore-sorting" tests. In addition, the Company announced that a 5,000m definition drill program was in progress with a focus on expanding the higher-grade Polymetallic Domain mineral resource.
Results of the definition drill program which totalled 5,267.7m in 11 holes were reported on December 18, 2023 and January 11, 2024, respectively. Significant results included 279.22 g Ag/t, 0.47% Pb and 0.43% Sn (339.82g Ag eq/t) over 62.84m and 33.83 g Ag/t, 1.53% Zn, 0.93% Pb and 0.14% Sn (130.88g Ag eq/t) over 178.99m including 120.37 g Ag/t, 2.13% Zn, 1.57% Pb and 0.19% Sn in hole DSB-61; 57.62g Ag/t, 1.26% Zn, 0.94% Pb and 0.12% Sn (139.94g Ag eq/t) over 136.11min hole DSB-66 and 118.86g Ag/t, 0.35% Zn, 0.35% Pb and 0.15% Sn (152.29g Ag eq/t) over 81.28m in hole DSB-65. This latter intersection in hole DSB-65 included a very high-grade sample of 5,080g Ag/t, 0.12 g Au/t, 0.26% Zn, 1.34% Pb, 1.53% Cu and 1.27% Sn (4,746.46g Ag eq/t) over 1.46m.
On January 23, 2024 it was reported that metallurgical tests from a 6.3 tonne PQ drill core bulk sample representative of the higher grade Polymetallic (Ag-Zn-Pb) Domain returned a significantly higher average silver value of 91 g Ag/t compared to the weighted average grade of the original twinned holes at 31 g Ag/t strongly suggesting that the average silver grade is likely significantly underreported in the original twinned holes due to the much smaller sample size.
The metallurgical tests confirmed the viability of "Ore-Sorting" and Dense Media Separation at Iska Iska Project. Excellent pre-concentration results previously obtained from the higher grade Polymetallic (Ag-Zn-Pb) Domain were now proven in a bulk sample. The 91.9% recovery of silver and lead with 76.0% recovery of zinc into a high grade (176g/t Ag, 1.88%Pb, 2.86%Zn = 299.15 g Ag eq/t) potential mill feed stream that contains only 46.6% of the Run of Mine Tonnage. The introduction of the pre-concentration stage allows the Company to have more operational flexibility based upon conducting economic trade off scenarios between reducing downstream capital-operating costs and optimizing overall metal recoveries. Tin (Sn), although not included in the 132 million tonnes higher-grade starter pit area (MRE), is expected to potentially contribute to the enhanced values in an initial preliminary economic assessment with additional metallurgical testing and infill drilling.
On January 29, 2024, the Company reported that the new chargeability high outlined southeast of the MRE open pit by the expanded induced polarization ("IP") survey indicates that the major mineralized structural corridor that is up to 800m wide extends a further 600m along strike to the southeast for an overall strike length of at least 2km. This new area has not been drilled. Chargeability highs correlate very well with areas of high-grade mineralization within the MRE. The chargeability anomaly southeast of the pit is very strong, which is a prime target potentially outlining additional higher-grade polymetallic (Ag-Zn-Pb) mineralization. The chargeability anomaly is open along strike and at depth as exploration work has still not defined the full limits of this remarkable mineralized system.
On July 30, 2024, the Company reported that updated modelling of the potential starter pit area at Santa Barbara zone highlights the importance of completing additional drilling to better define the grade and extent of the mineral resource in this area. Areas with higher-grade resource typically have much better drilling density but holes outside the core potential pit area are too widely spaced to give an accurate estimate of grade.
Substantive progress has been made on a PEA which has focussed initially on the Ag-Zn-Pb mineralization. The preliminary optioneering study has shown that a 12 million tonnes per annum (tpa) mining operation appears the most attractive option based upon XRT "Ore" Sorting and/or Dense Media Separation which effectively doubles the grade feeding the milling and flotation circuit and which is also likely to enhance downstream metal recoveries. It is important to note that reduced preconcentrated tonnage results in reduction of all downstream capital and operating costs associated with milling, froth flotation and wet tailings storage facility ("TSF"). The inclusion of this pre-concentration stage in the flowsheet, has allowed the Company to find optimum pre-concentration scenarios to suit the grades required for downstream processing. Further studies have helped define local costs for the PEA study, however timing of completion of this study is very dependent on completing sufficient in-fill drilling to confirm the grade of the mineral resource. The recent high grade tin results as outlined below have opened the possibility of a significant tin resource that could be potentially mined in conjunction with the Ag-Zn-Pb resource. Further drilling is required to better define the newly expanded tin domain as well as completing additional drilling on the Ag-Zn-Pb zone hence completion of the PEA has been pushed back until this work can be completed.
On September 4, 2024, the Company announced the restart of definition drilling in the potential starter pit area at Santa Barbara. Previous drilling has shown that areas with high-grade mineralization typically have much better drilling density, whereas holes outside the core area are too widely spaced to give an accurate grade estimate. This increased drilling
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density is particularly important for defining the extent of the high-grade Ag-bearing and Sn-bearing structures, and for categorizing the mineral resources from inferred to indicated, which have a major influence on overall grade and resources that will contribute to a PEA. This current highly focused infill and step-out drill program encompasses the potential starter pit at Santa Barbara and is designed to;
- fill-in gaps that are currently categorized as low-grade or internal waste in the mineral resource model but are actually likely to be moderate to strongly mineralized,
- better define the full vertical and lateral extent of high-grade Ag mineralization,
- expand higher-grade Sn mineralization to the west and northwest, and
- provide two large size PQ holes for further metallurgical testing (see the Company's September 4, 2024 press release).
The Company announced the first results from its definition drilling program on November 26, 2024. Hole DSB-68 intersected 66.90g Ag/t, 0.63% Zn, 0.42% Pb and 0.11% Sn (111.14g Ag eq/t) over 289.13m including higher grade intervals of:
- 126.10g Ag/t, 0.55% Zn, 0.60% Pb and 0.09% Sn (160.72g Ag eq/t) over 122.03m,
- 47.61g Ag/t, 0.22% Zn, 0.40% Pb and 0.45% Sn (146.06g Ag eq/t) over 16.51m, and
- 25.52g Ag/t, 2.19% Zn, 0.65% Pb and 0.10% Sn (129.60g Ag eq/t) over 7.46m
Subsequently on January 6, 2025, the Company reported positive results from a further 3 drill holes that intersected long intervals of high-grade silver-tin polymetallic mineralization:
- Hole DSB-69 intersected 127.49g Ag/t, 0.50% Zn, 0.16% Pb and 0.31% Sn (193.00g Ag eq/t) over 41.25m within a broader interval of 49.71g Ag/t, 0.78% Zn, 0.32% Pb and 0.15% Sn (106.97g Ag eq/t) over 142.50m.
- Hole DSB-70 intersected, 45.71g Ag/t, 3.11% Zn, 1.91% Pb and 0.23% Sn (232.35g Ag eq/t) over 81.00m within a broader interval of 30.08g Ag/t, 1.63% Zn 0.98% Pb and 0.13% Sn (127.89g Ag eq/t) over 255.75m
- Hole DSB-71 intersected 53.17 Ag/t, 0.72% Zn, 0.40% Pb and 0.19% Sn (116.62 g Ag eq/t) over 45.00m within a broader interval of 29.26 Ag/t, 0.58% Zn, 0.22% Pb and 0.11% Sn (71.46g Ag eq/t) over 127.50m.
On January 23, 2025, the Company announced the discovery of a major high-grade tin zone with hole DSB-72 intersecting 33m grading 1.39% Sn within 87m grading 0.74% Sn. Tin mineralization is hosted in an extensive intrusion breccia unit (TIB) that is approximately 750m long by 450m wide and extends to a depth of at least 700m. Previous widely spaced reconnaissance drilling has intersected a number of significant Sn intersections in this breccia unit which remains significantly under-drilled. The drill program is in progress with results pending on a number of holes.
High grade tin mineralization in Hole DSB-72 occurs as visible coarse-grained high temperature cassiterite which is likely to be amenable to gravity separation. Core from this hole will be used for additional metallurgical testing. Geophysically, the intrusion breccia has low chargeability which contrasts considerably with the adjacent later epithermal Ag-Zn-Pb mineralization which is marked by a strong chargeability anomaly.
On February 20, 2025, the Company announced that additional definition drilling had further expanded the major tin zone with significant tin intersections highlighted by 49.5m grading 0.55% Sn within 91.5m grading 0.34% Sn. Tin mineralization is hosted in an extensive intrusion breccia unit (TIB) that is approximately 750m long by 450m wide and extends to a depth of at least 700m. Previous wide spaced reconnaissance drilling intersected a number of significant Sn intersections in this breccia unit which is very under-drilled.
The TIB unit is very likely an offshoot or apophysis from a large tin porphyry at depth. The likely top of this tin porphyry is marked by a highly conductive zone that is interpreted as a pyrite-pyrrhotite halo around this porphyry. Similar pyritic halos have been reported from other major tin deposits in the Bolivian Tin Belt. With this discovery of a presumed shallow level apophysis of a tin porphyry at depth, the Company is in a unique position of having two discernable different deposit styles juxtaposed against one another; a very large silver-zinc-lead dominant system next to a high-grade tin system. While these two systems are likely genetically related, this means that the Company may potentially have two giant deposits on the same property.
On March 11, 2025, the Company reported further expansion of a major silver zone in hole DSB-75 intersecting 151.47 g Ag/t over 135m within a broader interval of 309m grading 90.92 g Ag/t. This high grade intersection hole includes 962.23 g Ag/t over 9.75m within a wider zone of 34.50m grading 440.09 g Ag/t which is the highest grade Ag intersection obtained thus far in drilling at Iska Iska. Hole DSB-75 was collared 200m northwest of previously reported hole DSB-68 which intersected 122.03m grading 126.10g Ag/t within a wider 289.13m section grading 66.90 g Ag/t indicating this high grade silver mineralization is likely quite extensive.
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On April 15, 2025, the Company announced that Hole DSB-76, a stepout hole 100m south-southeast of discovery hole DSB-72, intersected a high-grade silver zone in the upper part of the hole grading 129.57 g Ag/t over 52.50m beginning at 151.50m including a higher-grade section of 252.64 g Ag/t over 25.50m beginning at 171.00m. This hole intersected significant deeper tin mineralization returning 0.31% Sn over 28.50m beginning at 334.50m and including 0.63% Sn over 3.0m and 1.32% Sn over 3.0m, 0.15% Sn over 10.50m beginning at 406.50m and 0.24% Sn over 10.50m beginning at 490.50m.
Hole DSB-77, collared 50m west of discovery hole DSB-72, intersected a number of significant tin intersections: 0.23% Sn and 5.89 g/t Ag over 79.50m beginning at 1.50m including 0.30% Sn and 5.15 g/t Ag over 19.50m beginning at 7.50m and 0.36% Sn and 4.64 g/t Ag over 16.50m beginning at 55.50m; 0.13% Sn and 14.08 g/t Ag over 69.00m beginning at 126.00m including 0.33% Sn over 7.50m beginning at 135.00m; 0.24% Sn over 63.0m beginning at 280.50m including 0.48% Sn over 24.0m beginning at 307.50m; and 0.37% Sn over 31.5m beginning at 501.00m including 0.79% Sn over 10.50m beginning at 501.00m and 0.55% Sn over 4.50m beginning at 528.00m.
The broad tin intersections in both drill holes contain visually coarse-grained cassiterite which is likely to be amenable to gravity separation. Further TIMA mineralogy is planned to confirm cassiterite grain size and other mineralogical attributes associated with tin recovery. This definition drill program has clearly demonstrated that as drill hole density within the deposit is increased, grades, especially for silver and tin, notably appear to increase. The Company believes this trend is likely to continue as further drilling is undertaken in the next drill campaign. In addition, recent definition drilling has consistently reduced and/or eliminated areas that were previously modeled as waste within the resource model due to lack of drilling.
On April 30, 2025, the Company announced the restart of definition drilling targeting major tin discovery and high grade silver zones at Iska Iska. The new definition drill program comprises 4,300m of diamond drilling in 8 holes currently in progress that is focussed on upgrading and expanding high grade tin mineralization hosted predominantly in TIB and the shallower higher grade silver mineralized zone which is above the tin zone.
The Company continues to look for opportunities to process tin zones for recovery of cassiterite either after cessation of the aforementioned Ag-Zn-Pb project by adding a tin plant onto the existing flotation plant infrastructure already installed or construction of a stand-alone tin plant. A silver rich bi-product is envisaged from processing the tin-silver domain that would be commercialized separately. The tin-silver sulphide domain will be metallurgically tested so it can be included in a PEA study.
A conceptual scoping study has been initiated that will identify the potential for developing an underground ramp into the core of the Santa Barbara zone, with the following objectives:
- Extract systematic bulk and channel samples to confirm grade and continuity of mineralization especially for Ag and Sn
- Generate samples for external laboratory bulk metallurgical test work
- Potentially leading to a small pre-concentration plant to generate additional metallurgical data on this important stage in the process and permit pre-concentrated "ore" that could be treated at Empresa Minera Villegas SRL's lead-zinc-silver differential flotation plant located 15 km from Iska Iska for the production of silver-rich lead and zinc concentrates. This would potentially provide a source of short-term income to help support the capital and operating costs of this initiative.
- It would also demonstrate the technical viability of the pre-concentration plant unit processes in readiness for the 35,000 tonnes per day bulk tonnage open pit mine model envisioned for a PEA.
- Detailed geological and engineering work to further assess the ground-water quality, contamination risks, predicting geologic hazards, characterizing mineral resources and their extraction costs, producing geotechnical information, waste repository siting and general education.
- Provide access for targeted underground diamond drilling to further upgrade the mineral resource
A current inhouse ramping study for driving a ramp into the core of the Santa Barbara starter pit area is being carried out by geological and mining consultants, Mr. Julio Zavaleta and Mr. Max Penafiel, respectively, who have carried out similar projects for major mining companies elsewhere in Bolivia over the past 25 years.
The Company has a very active program led by ESG Manager Ana Moran, Attorney at Law and Osvaldo Arce, Ph.D. Major ESG initiatives completed or ongoing include: community support in Tupiza and the surrounding area, the building of sanitation stations in homes in the communities of Almona and La Torre, which are the closest to the Iska Iska property, 5km east and 5km southeast, respectively, working with the Women's Association of Almona and La Torre to support training courses in baking and embroidery as well as other social activities, and support for school programs including providing classroom materials, snacks during breaks and support for teachers.
7
Additional ESG activities completed include: i) continued implementation of courses, workshops, classes, materials, and other requirements of social projects focused on women, children, and youth groups in Almona, La Torre and additional surrounding communities, ii) construction of additional sanitation stations in the communities of Almona, La Torre and other surrounding communities, iii) delivery of equipment for community medical centers, iv) improving educational services of the community schools by delivering computer equipment, and v) support for local community strengthening and development, through specialized services in consultation with the communities.
Mina Casiterita and Mina Hoyada option agreement
On September 28, 2021, Minera Tupiza entered into an option agreement (the "Option Agreement") to acquire the Mina Casiterita and Mina Hoyada properties, which collectively cover 14.75 km² southwest and west of Iska Iska, subject to finalizing the granting of the mining rights process. Under the Option Agreement, the capital quotas of the titleholder will be transferred to Minera Tupiza in exchange for the issuance of 200,000 common shares of the Company.
On June 27, 2025, the Iska Iska option agreement was amended to provide for a credit of US$1,800,000 from the Iska Iska option payment balance for expenditures incurred by the Company on the Mina Casiterita and Mina Hoyada properties (see page 3, Iska Iska).
Concurrently, the Mina Casiterita and Mina Hoyada option agreement was amended to provide for the Company to make a cash payment of US$1,800,000 within 12 months from the date on which the mining rights for Mina Casiterita and Mina Hoyada are obtained.
On June 27, 2025, the Iska Iska option payment balance was amended to deduct US$1,800,000.
The transaction is subject to the completion of the terms outlined in the Option Agreement, together with the receipt of all required regulatory approvals in connection with the issuance of common shares of the Company.
Letter of intent agreement – Empresa Minera Villegas S.R.L.
On November 9, 2022, the Company, through its Bolivian subsidiary, Minera Tupiza, entered into a letter of intent agreement ("LOI Agreement") with Empresa Minera Villegas S.R.L. ("Minera Villegas"), Iska Iska's title holders, whereby Minera Tupiza was granted the right to acquire 100% of the capital quotas held by the owners of Minera Villegas, prior to, or concurrent with the final payment for the Iska Iska option (see page 3, Iska Iska).
Pursuant to the LOI Agreement, the valuation price for the additional assets of Minera Villegas, distinct from the Iska Iska project, was to be delivered to Minera Tupiza before July 6, 2023, whereby Minera Tupiza could have accepted the valuation or enter into a negotiation period for three months, until October 6, 2023 (the "Negotiation Period"). By mutual consent, Minera Tupiza and Mineral Villegas negotiated the extension of the deadline for the delivery of the valuation price for the additional assets to February 29, 2024 and extended the deadline for the Negotiation Period to October 30, 2024, which by mutual consent were further extended to October 31, 2024 for the delivery of the valuation price and April 30, 2025 for the deadline for the Negotiation Period. The LOI Agreement has since expired.
La Victoria
At March 31, 2025, the Company owned an 82% interest in La Victoria, a gold-silver property covering 6,181 hectares, consisting of 12 concessions: Ccori Orcco 1, Rufina, Rufina N° 2, San Felipe 1, San Markito, Victoria-APB, Romina 02, 03, 04, 05, 06 and 07 mostly in the Huandoval District, Pallasca Province, Ancash Department, in the North-Central Mineral Belt of Peru. La Victoria is subject to a 2% net smelter royalty ("NSR"). The Company has the option to reduce the NSR to 1% by making a payment of $3,000,000.
During the year ended March 31, 2024, the Company determined that there were indicators of impairment on La Victoria due to a lack of budgeted or planned substantive expenditures and insufficient data to support the technical feasibility or commercial viability of the property. As a result, the Company determined that the carrying amount was unlikely to be recovered and recorded an impairment charge of $6,750,905. During the year ended March 31, 2025, the Company determined that the same indicators of impairment existed and recorded an impairment charge of $223,453 for expenditures made during the year.
8
Breakdown of exploration expenditures on a property-by-property basis:
| Year ended March 31, 2025 | Year ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Iska Iska | La Victoria | Other | Iska Iska | La Victoria | Other | |
| Exploration expenditure | $ | $ | $ | $ | $ | $ |
| Acquisition costs | 678,950 | – | – | 889,920 | – | – |
| Drilling | 2,446,229 | – | – | 9,438,513 | – | – |
| Geophysics | 30,210 | – | – | 209,604 | – | – |
| PEA and MET testing | 363,255 | – | – | 1,332,343 | – | – |
| Resource estimate | 44,585 | – | – | 618,020 | – | – |
| ESG | 159,423 | – | – | 173,889 | – | – |
| Other | – | 223,453 | – | – | 300,123 | (6,798) |
| 3,722,652 | 223,453 | – | 12,662,289 | 300,123 | (6,798) |
Risks and Uncertainties
Mineral exploration and development
The Company is exposed to the inherent risks associated with mineral exploration and development, including the uncertainty of mineral resources and their development into mineable reserves; the uncertainty as to potential project delays from circumstances beyond the Company's control; and the timing of production; as well as title risks, risks associated with joint venture agreements and the possible failure to obtain exploration permits and mining licenses.
Commodity price risk
The Company is exposed to commodity price risk. A significant decline in precious and base metal commodity prices may affect the Company's ability to obtain capital for the exploration and development of its mineral resource properties.
Annual Summary Information
| Years ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| $ | $ | $ | |
| Total revenues | – | – | – |
| Net loss | 3,768,313 | 17,006,342 | 7,987,502 |
| Net loss per share - basic and diluted | 0.05 | 0.22 | 0.11 |
| Total assets | 59,461,567 | 59,360,295 | 58,492,908 |
| Total long-term liabilities | 39,082 | 88,178 | 133,951 |
| Cash dividends declared per common share | – | – | – |
The increase in the loss in 2024 includes an impairment of exploration and evaluation of $6,744,107 related to the impairment of the Company's La Victoria property (see page 8, La Victoria Project) and stock-based compensation of $7,162,720 related to restricted share units that vested.
[remainder of page left intentionally blank]
Results of Operations
| 3 months ended March 31 | Years ended March 31 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Expenses | $ | $ | $ | $ |
| Professional fees | 319,349 | 63,488 | 609,019 | 242,431 |
| Consulting fees | 135,000 | 166,020 | 542,500 | 568,520 |
| Stock-based compensation | 74,791 | 314,979 | 373,958 | 7,162,720 |
| Investor relations and marketing | 301,151 | 335,202 | 1,191,083 | 1,442,447 |
| General and office | 74,428 | 118,371 | 394,480 | 610,487 |
| Travel | 104,500 | 92,380 | 238,174 | 235,908 |
| Depreciation | 11,086 | 11,086 | 44,350 | 44,350 |
| Accretion of interest | 1,441 | 2,119 | 6,794 | 9,437 |
| Foreign exchange (gain) loss | 8,267 | (33,832) | (92,008) | 51,883 |
| Gain on sale of marketable securities | – | – | – | (25,351) |
| Fair value adjustment on marketable securities | (90,225) | (17,210) | 299,625 | 202,201 |
| Gain on settlement of accounts payable | – | – | (36,468) | – |
| Impairment of exploration and evaluation | 50,389 | 6,751,905 | 223,453 | 6,744,107 |
| Other income | (4,074) | (109,685) | (26,657) | (282,828) |
| 986,103 | 7,694,824 | 3,768,313 | 17,006,342 | |
| Loss | (986,103) | (7,694,824) | (3,768,313) | (17,006,342) |
Years ended March 31
The Company recorded a loss of $3,768,313 compared to a loss of $17,006,342 in the previous year. The decrease in the loss reflects the following factors:
a) an increase in professional fees to $609,019 (2024 - $242,431) related to legal fees for the preparation of a base shelf prospectus.
b) a decrease in stock-based compensation to $373,958 (2024 - $7,162,720) related to the fair value of restricted share units granted.
c) a decrease in investor relations and marketing to $1,191,083 (2024 - $1,442,447) related to a general reduction in investor relations and marketing activities to conserve cash.
d) a decrease in impairment of exploration and evaluation to $223,453 (2024 - $6,744,107) related to the impairment of the Company's La Victoria property (see page 8, La Victoria Project) in the previous year.
3 months ended March 31
The Company recorded a loss of $986,103 compared to a loss of $7,694,824 in the comparative period of the previous year. The decrease in the loss reflects the following factor:
a) a decrease in impairment of exploration and evaluation to $50,389 (2024 - $6,751,905) related to the impairment of the Company's La Victoria property (see page 8, La Victoria Project) in the comparative period of the previous year.
Summary of Quarterly Results
| Q1 2024 $ | Q2 2024 $ | Q3 2024 $ | Q4 2024 $ | Q1 2025 $ | Q2 2025 $ | Q3 2025 $ | Q4 2025 $ | |
|---|---|---|---|---|---|---|---|---|
| Revenue Loss | – | – | – | – | – | – | – | – |
| - Total | 1,040,808 (note 1) | 6,630,941 (note 2) | 1,639,768 (note 3) | 7,694,824 (note 4) | 876,454 (note 5) | 1,004,104 (note 6) | 901,652 (note 7) | 986,103 (note 8) |
| - Per share | 0.01 | 0.09 | 0.02 | 0.10 | 0.01 | 0.01 | 0.01 | 0.01 |
Note 1: Loss for Q1 2024 includes stock-based compensation of $337,000.
Note 2: Loss for Q2 2024 includes stock-based compensation of $5,594,646.
Note 3: Loss for Q3 2024 includes stock-based compensation of $916,095.
Note 4: Loss for Q4 2024 includes stock-based compensation of $314,979 and impairment of exploration and evaluation of $6,751,905.
Note 5: Loss for Q1 2025 includes stock-based compensation of $149,583.
Note 6: Loss for Q2 2025 includes stock-based compensation of $74,792.
Note 7: Loss for Q3 2025 includes stock-based compensation of $74,792.
Note 8: Loss for Q4 2025 includes stock-based compensation of $74,791.
Liquidity and Capital Resources
As the Company is in the exploration stage and does not generate revenue, the Company has financed its operations with the proceeds of equity financings. The Company is dependent upon the Company's ability to secure equity financings to meet its existing obligations and to fund its working capital requirements and the acquisition, exploration and development of mineral resource properties.
| Estimated working capital requirements for 2026 | $ |
|---|---|
| Corporate and general | 1,800,000 |
| Accounts payable and accrued liabilities at March 31, 2025 | 1,300,000 |
| 3,100,000 |
At March 31, 2024, the Company had cash and cash equivalents of $3,416,489 which included gross proceeds of $3,600,000 for a private placement of units that was completed on March 27, 2024. On October 31, 2024, the Company completed a private placement of units for gross proceeds of $3,780,000 (see page 1, Private placement financings) and at March 31, 2025, had cash and cash equivalents of $257,585. Subsequent to March 31, 2025, the Company completed two private placements of units for gross proceeds of $7,775,101 (see page 1, Private placement financings). The Company expects that additional financing will be required to fund its operations and the acquisition, exploration and development of its mineral resource properties. Management is of the opinion that sufficient working capital will be obtained from equity financings and the exercise of stock option and warrants to meet the Company's liabilities and commitments as they become due.
At June 30, 2025, there are outstanding stock options and warrants (see Stock Options and Warrants on page 14). Based on closing market price for the Company's common shares of $1.27 on June 27, 2025, in-the-money stock options and warrants, if exercised, would provide the Company with proceeds of $3,328,691.
Transactions with Related Parties
$
Exploration and evaluation
| Pearson Geological Limited, a company controlled by William Pearson, for his services as Executive Vice President, Exploration | 180,000 |
|---|---|
| Osvaldo Arce, Ph.D., for his services as Executive Vice-President, Latin American Operations.¹ | 184,196 |
| MPH Minerals Consultancy Ltd, a company controlled by Mike Hallewell, for his services as Senior Vice-President, Engineering Projects/Metallurgy. | 159,387 |
Consulting fees
| Gambier Holdings Corp., a company controlled by Thomas G. Larsen, for his services as Chief Executive Officer. | 210,000 |
|---|---|
| Marlborough Management Limited, a company controlled by Miles Nagamatsu, for his services as Chief Financial Officer. | 120,000 |
| J. Estepa Consulting Inc., a company controlled by Jorge Estepa, for his services as Vice-President, Corporate Secretary. | 120,000 |
| 10184707 Manitoba Ltd., a company controlled by Christopher Holden, for his services as Senior Vice-President, Corporate Development. | 150,000 |
| Katherine Larsen, for investor relations services. | 24,000 |
Professional fees
| PPO Abogados, for legal services. Pablo Ordonez, a Director of the Company, is a partner at this law firm. | 59,310 |
|---|---|
¹Consulting fees incurred since September 4, 2024, the date of appointment as Executive Vice-President, Latin American operations.
The Company and Cartier share office premises pursuant a lease which is a joint and several commitment. For other related party transactions, see pages 1 and 2, Overall performance, Private placement financings; Overall performance, Settlement of accounts payable; Overall performance, Option payment advance; Overall performance, Investment in Cartier Silver Corporation and page 3, Overall performance, Grant of stock options.
12
Financial instruments and risk management
The Company's activities expose it to a variety of financial risks that arise as a result of its exploration, development, production and financing activities, including credit risk, liquidity risk and market risk.
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout the consolidated financial statements.
The Board of Directors oversees management's establishment and execution of the Company's risk management framework. Management has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company's cash balances and amount due from Cartier. The maximum exposure to credit risk is equal to the balance of cash and the amount due from Cartier. The Company's limits its exposure to credit risk on its cash by holding its cash in deposits with Canadian chartered banks.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company's approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due. The amounts for accounts payable and accrued liabilities and lease liabilities are subject to normal trade terms.
The Company has no revenues and relies on financing primarily through the issuance of equity to finance its on-going and planned exploration activities and to cover administrative costs.
Market risk
Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates, and interest rates will affect the Company's income or the value of its financial instruments.
Equity price risk
The Company is exposed to equity price risk with respect to marketable securities. The Company's approach to managing equity price risk is to optimize the return from its marketable securities within acceptable parameters for equity price risk. The Company estimates that if the fair value of its marketable securities as at March 31, 2025 had changed by 10%, with all other variables held constant, the unrealized gain (loss) would have decreased or increased by $36,665 (March 31, 2024 - $63,892).
Foreign exchange risk
Foreign exchange risk is the risk of financial loss to the Company due to a change in foreign exchange rates. Foreign exchange risk arises as the Company makes expenditures denominated in US dollars and at March 31, 2025, the Company had cash of US$30,501 (March 31, 2024 - US$10,661) and accounts payable of US$252,819 (March 31, 2024 - US$1,264,480). If the foreign exchange related to the Company's US dollar balances increased or decreased by 10%, with all other variables held constant, the currency translation adjustment would have increased or decreased by $31,910 (March 31, 2024 - $169,763).
Interest rate risk
The Company's exposure to interest rate risk is limited due to the short-term nature of its financial instruments and the Company has no interest-bearing debt.
Capital management
Capital of the Company consists of share capital, warrants, contributed surplus, foreign currency reserve and deficit. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern so that it can acquire, explore and develop mineral resource properties for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors has not established quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the Company. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that consider various factors, including successful capital deployment and general industry conditions. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company's principal source of capital is from the issue of common shares. In order to achieve its objectives, the Company intends to raise additional funds as required.
The Company is not subject to externally imposed capital requirements and there were no changes to the Company's approach to capital management during the year.
Disclosure controls and procedures
The Company's disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is communicated to senior management, to allow timely decisions regarding required disclosure.
Management including the Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedure as of March 31, 2025. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures as defined under the rules of Canadian Securities Administrators were effective to ensure information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules.
Internal controls over financial reporting ("ICFR")
Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements in compliance with IFRS. The Company's internal controls over financial reporting include policies and procedures that:
- pertain to the maintenance of records which accurately and fairly reflect the transactions of the Company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS;
- ensure the Company's receipts and expenditures are made only in accordance with authorization of management and the Company's directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized transactions which could have a material effect on the annual or interim financial statements.
A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As of March 31, 2025, an evaluation of the effectiveness of the Company's internal control over financial reporting was conducted by the Company's management, including the Chief Executive Officer and the Chief Financial Officer. Based on this assessment, management concluded that the design and implementation of the Company's disclosure controls and procedures and ICFR were effective.
There were no changes in the Company's internal controls during the year ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Material assumptions and risk factors for forward-looking statements.
The following table outlines certain forward-looking statements contained in this MD&A and provides material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.
| Page | Forward-looking statement | Assumption | Risk factors |
|---|---|---|---|
| 11 | Liquidity and Capital Resources | ||
| “Management is of the opinion that sufficient working capital will be obtained from equity financings to meet the Company's liabilities and commitments as they become due.” | Equity financings will be obtained. | The Company is unable to obtain future financing to meet liabilities and commitments as they become due. | |
| 11 | Based on closing market price for the Company's common shares of $1.27 on June 27, 2025, in-the-money outstanding stock options and warrants, if exercised, would provide the Company with proceeds of $3,328,691. | Exercisable stock options and warrants remain in-the-money and stock option and warrant holders exercise exercisable stock options and warrant holders. | The common share price declines and exercisable stock options and warrants fall out-of-the-money. |
| Stock option and warrant holders do not exercise exercisable stock options and warrant holders. |
Shares Outstanding as at June 30, 2025
Shares
Authorized:
An unlimited number of common shares without par value.
An unlimited number of redeemable, voting, non-participating special shares without par value.
Outstanding:
94,638,839 common shares.
Warrants
| Exercise price | Expiry date | Number of warrants |
|---|---|---|
| $4.25 | August 3, 2025 | 1,095,640 |
| $3.15 | August 3, 2025 | 131,476 |
| $4.25 | August 17, 2025 | 39,682 |
| $2.00 | March 27, 2026 | 3,000,000 |
| $1.50 | October 21, 2026 | 698,558 |
| $1.50 | October 31, 2026 | 1,401,439 |
| $1.00 | April 8, 2028 | 388,691 |
| $1.40 | April 8, 2028 | 2,776,369 |
| $1.40 | May 2, 2028 | 1,315,788 |
| 10,847,643 |
Stock options
The shareholders of the Company approved a new Long-term Incentive Plan (the "Plan") at an annual and special meeting held on September 27, 2022. The Plan received TSX Venture Exchange approval on October 31, 2022. With the implementation of the Plan, all previously issued stock options and restricted share unit awards, which were granted pursuant to the Company's Stock Option Plan and Restricted Share Unit Plan respectively, will be governed by the Plan. With the listing of the Company's common shares on the TSX, the Plan was amended to conform to the requirements and policies of the TSX. The Plan permits the Board to make awards of stock options, restricted share units, performance share units and deferred share units. The maximum number of common shares for issuance under the Plan for stock options will not exceed 10% of the Company's then issued and outstanding shares. The maximum number of common shares for issuance under the Plan for all other awards other than stock options will not exceed 10% of the Company's issued and outstanding shares at the time of shareholder approval of the Plan.
The number of the common shares subject to each stock option grant, exercise price, vesting, expiry date and other terms and conditions are determined by the Board. The exercise price shall in no event be lower than the market price of the common shares on the grant date. Stock options shall be for a fixed term, not exceeding five years and unless otherwise specified, each stock option shall vest as to one third on each of the first through third anniversaries of the grant date.
Authorized:
9,463,883 stock options.
Outstanding:
| Exercise price | Expiry date | Number of stock options outstanding and exercisable |
|---|---|---|
| $4.45 | February 1, 2026 | 1,030,000 |
| $4.65 | March 3, 2027 | 1,525,000 |
| $3.42 | May 30, 2027 | 100,000 |
| $3.59 | June 6, 2027 | 750,000 |
| $4.32 | August 3, 2027 | 150,000 |
| $3.30 | February 2, 2028 | 250,000 |
| $1.53 | November 22, 2028 | 350,000 |
| $0.98 | May 20, 2030 | 3,000,000 |
| 7,155,000 |
15
Restricted share units, deferred share units and performance share units
Authorized:
6,546,889 aggregate total for restricted share units, deferred share units and performance share units, which represents 10% of the issued and outstanding common shares as at September 27, 2022, the date the shareholders of the Company approved the Plan, less the 441,008 common shares issued pursuant to the security-based compensation arrangement to settle accounts payable of $570,088 (see “Overall performance, Settlement of accounts payable” on page 2).
Outstanding Restricted Shares Units:
| Redemption date | Number of RSUs outstanding |
|---|---|
| June 6, 2025 | 750,000 |
| December 31, 2025 | 2,350,000 |
| December 31, 2026 | 300,000 |
| 3,400,000 |
No deferred shares units or performance share units have been granted.