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Etruscus Resources Corp. — Management Reports 2026
Feb 11, 2026
47595_rns_2026-02-11_8551d61f-2de2-4e27-b39d-e37204fd9141.pdf
Management Reports
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Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Introduction
This management's discussion and analysis ("MD&A") is dated February 11, 2026, and provides information on the activities of Etruscus Resources Corp. ("Etruscus" or "the Company") as at and for the period ended December 31, 2025 and should be read in conjunction with the Company's condensed interim financial statements for the three and nine-month periods ended December 31, 2025 and the annual financial statements and notes thereto for the year ended March 31, 2025. The referenced financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise indicated. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results presented for the period ended December 31, 2025 are not necessarily indicative of the results that may be expected for any future period.
Technical aspects of this MD&A have been reviewed and approved by the Company's Vice-President of Exploration, Stephen Wetherup, P.Geo., designated as a Qualified Person under National Instrument ("NI") 43-101. This MD&A was written to comply with the requirements of NI 51-102 - Continuous Disclosure Obligations and includes material events and transactions up to the date of this report.
The Company's common shares are listed for trading on the CSE Exchange ("ETR") and the Frankfurt Stock Exchange ("ERR"). Further information about the Company and its operations can be obtained from the Company's website at www.etruscusresources.com, from the Company's office located at Suite #604 - 850 West Hastings St., Vancouver, BC, V6C 1E1, and all publicly disseminated information may be viewed at www.sedarplus.ca (the "Canadian System for Electronic Document Analysis and Retrieval").
Cautionary Note Regarding Forward-Looking Information
Readers are cautioned that management's discussion and analysis contains "forward-looking statements". Forward-looking statements reflect the Company's current views with respect to future events, are based on information currently available to the Company and are subject to certain risks, uncertainties, and assumptions. Forward-looking statements include, but are not limited to, statements with respect to the success of mining exploration work, title disputes or claims, environmental risks, unanticipated reclamation expenses, the estimation of mineral reserves and resources and capital expenditures. In certain cases, forward-looking statements can be identified by the use of words such as "intends", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks presented by health emergencies such as COVID-19, fluctuation of currency exchange rates, actual results of current exploration activities, changes in project parameters as plans are refined over time, the future price of gold, silver and other precious or base metals, possible variations in mineral resources, grade or recovery rates, accidents, labour disputes and other risks of the mining industry, delays in obtaining, or inability to obtain required governmental approvals or financing, as well as other risks discussed under "Risk Factors" and "Financial Risks". Although the Company has attempted to identify material factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The Company has made numerous assumptions about the forward-looking statements and information contained
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Management's Discussion and Analysis Three and nine-months ended December 31, 2025
herein, including among other things, assumptions about the Company's anticipated costs and expenditures and its ability to achieve its goals.
Even though the Company's management believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Forward-looking statements contained in this MD&A are made as of the date of this report. Accordingly, readers should not place undue reliance on forward-looking statements. The Company will update forward-looking statements in its management discussion and analysis as required by applicable law.
Description of Business
Etruscus is a Vancouver-based exploration company focused on the acquisition and development of precious metal mineral properties. The Company's principal asset is the 100%-owned Rock & Roll Property comprised of 43 mineral claims totalling 23,726 hectares ("ha"), near the past-producing Snip mine in Northwest B.C.'s prolific "Golden Triangle". The property hosts the Black Dog, a polymetallic VMS deposit with an inferred resource of primarily silver with additional gold, lead and zinc. Situated north of and contiguous to Rock & Roll is the 100% owned Pheno Property ("Pheno"), a group of 15 mineral claims totalling 5,608 ha. The Pheno Property shows potential for rare earth elements ("REE").
Corporate Outlook
During the current fiscal year, the Company raised \$397,000 through a private placement of flow-through and non-flow-through units. During the year ended March 31, 2025, it raised a total of \$1,369,250 from three private placements. The Company completed its summer 2025 drilling and exploration programs, mainly at Rock & Roll's Zappa target, and will require additional financing to undertake its 2026 exploration work and for general working capital.
The technical team is very encouraged by the prospectivity of the Rock & Roll's Zappa target which has been a focus of our prior exploration programs and was the location of the summer drill program in 2025. This zone represents a sizeable copper-gold porphyry target with 1.3 km of quartz/sericite/pyrite (QSP) alteration mapped at surface and a discrete, open-ended chargeability anomaly residing below.
The inaugural program totaled 1,311 metres ("m") across three drill holes and was successful in advancing the Company's understanding of the system, vectoring closer to a potential mineralized porphyry intrusion. Drilling intersected intensely altered volcanic and sedimentary rocks with zones of potassic alteration. Geochemical and alteration patterns indicate that hole RR25-03 was nearest to the heat source, suggesting that the porphyry intrusion may lie to the northeast, beneath the Twin Glacier where further drilling is warranted. The discovery of this alteration extends the Bronson Porphyry Trend onto the Property and greatly increases its prospectivity.
The continued advancement of the nearby Snip North discovery on Seabridge Gold's Iskut Property also adds value and prospectivity to the Rock and Roll as it is located only 2 km away from the property boundary. This has provided a catalyst to reinvestigate work completed by Etruscus in 2020 that took place near the property boundary as well as reinterpreting historic reports in the area.
A number of other targets have been delineated across Rock & Roll through rock sampling, soil sampling and prospecting that provide a pipeline of potential drill targets. The well-mineralized Heather target is centered on a 300 m by 350 m soil geochemical anomaly with significant high-grade gold rock samples returned. The Kashmir target represents a Cu-Mo porphyritic intrusion mapped at surface with molybdenum grades over 8,000 ppm.
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At the Pheno Property, the 15 claims are centered on a large, REE target, the inaugural rock sampling program was completed in 2024 and has revealed significant enrichment of REEs from surface rock samples. In 2025 another work program was executed with 87 rock samples collected to better refine the size and grade of the mineralized system. This program outlined a number of REE enriched dikes measuring form 0.5 to 4 m in widths with total rare earth oxide grades* up to 0.5%. These dykes are contained within a 5 km wide peralkaline volcanic flow that sits at surface that is also enriched in REE's.
On ESG (environmental, social, and governance) matters, the Company collaborates proactively with its stakeholders. We have maintained a good working relationship with the Tahltan Central Government, our First Nations stakeholder whose ancestral lands include the properties. Our impact on the land as an early-stage explorer is minimal, and all standard operating and reclamation protocols are followed.
The Company utilizes Canadian government incentives and programs, such as flow-through shares which provide investors with federal and BC mineral exploration tax credits. Having the ability to issue flow-through shares allows us to raise funds that otherwise might not be available, and exploration tax credits help defray the high cost of exploration.
*TREO is calculated using the combination of the oxides of the following elements: Y, La, Ce, Pr, Nd, Sm, Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb, Lu
Rock & Roll Property, Laird Mining Division, British Columbia
The Rock & Roll Property (43 wholly-owned contiguous mineral claims totaling 23,726 ha) is centered at 50o 43' north latitude and 131o 12' west longitude in the resource-rich Golden Triangle region of northwestern British Columbia, 150 km north of Stewart's deep-sea port. Early-stage exploration by Etruscus over the past 5 years has revealed multiple targets across several commodity classes including copper, gold and rare earth elements. The most advanced of these targets is the Zappa copper-gold porphyry target that was the focus of the 2025 drill program.
Rock & Roll also hosts the polymetallic Black Dog Deposit (the "Deposit"), geologically similar to the VMS deposits at the Eskay Creek Mine and Granduc Mine. Previous drilling at Rock & Roll by other operators primarily between 1989-1991 totaled 103 holes and outlined a polymetallic VMS deposit containing economically significant tenors of gold, silver, lead and zinc. These saleable commodities are subject to normal price variations in the global market (see Table 1). The Deposit is located at low elevations (150 m above sea level), close to infrastructure, 10 km from the Bronson Creek Airstrip, 27 km from an all-weather road and 33 km from a 195 MW power line.
| Table 1: Rock & Roll Inferred Mineral Resource Estimate, August 3rd, 2018 (Cut-off Grade 0.5 g/t AuEq) |
|||||||
|---|---|---|---|---|---|---|---|
| Resource Grade |
AuEq | ||||||
| 2,015,000 | Au (g/t) |
Ag (g/t) |
Cu (%) |
Pb (%) |
Zn (%) | (g/t) | |
| Tonnes | 0.71 | 87.1 | 0.23 | 0.23 | 0.98 | 2.63 | |
| Inferred | Contained | 46,000 | 5,643,000 | 10,246,000 | 10,180,000 | 43,503,000 | 170,000 |
| Metal | Ozs | Ozs | Lbs | Lbs | Lbs | Ozs |
*Mineral resources are reported at a base case cut-off grade of 0.5 g/t gold equivalent (AuEq) considering metal prices in USD of \$1,250.00/oz Au, \$17.00/oz Ag, \$3.00/lb Cu, \$1.00/lb Pb and \$1.20/lb Zn, and assuming metal recoveries of 95% for zinc, 80% for lead, 90% for copper, 85% for silver and 80% for gold or 85% for AuEq. Metallurgical recoveries will be adjusted with future metallurgical testing. AuEq = (Au g/t * 0.8) + (Ag g/t * 0.012) + (Cu% * 1.48) + (Pb% * 0.44) + (Zn% * 0.63).
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Surrounding the Black Dog deposit, the 14 original claims acquired in 2018 are subject to a 2% net smelter return ("NSR") royalty, held by a group of six parties (the "Royalty Holders"). The Company has an option to purchase one-half of the 2% NSR (the "NSR Buyout Option") for a future payment of \$2,000,000 to the Royalty Holders within 30 days of the commencement of commercial production or December 31, 2030, whichever comes earlier.
The Company's exploration permit allows up to 80 drill sites over Rock & Roll as well as 20 line-km of groundbased geophysics and is valid until 2026 with an extension to this permit currently in process. Property access is by helicopter as no roads yet exist at Rock & Roll.
Property Geology
The geology at Rock & Roll comprises Triassic to Jurassic stratigraphy of the Stuhini and Hazelton formations, respectively. These units have been intruded by several magmatic plugs, dykes and plutons ranging from Triassic to Cretaceous in age. The area is well known for Texas Creek intrusions that often occur around the contact between Stuhini and Hazelton stratigraphy and are responsible for much of the mineral endowment of the Golden Triangle. At Rock & Roll, identification of this key time horizon termed "The Red-Line unconformity" has been mapped across large portions of the Property and is highly prospective.
Pheno Property, Laird Mining Division, British Columbia
The Pheno Property consists of 15 mineral claims totalling 5,618 ha which were staked in 2023-2024 following reviews of highly anomalous REE tenors returned from BC government reconnaissance mapping in 2011. Etruscus completed an inaugural rock sampling program in 2024, outlining a 5 km peralkaline volcanic flow revealing significant enrichment of REEs from surface rock samples. During the 2025 exploration program, 3 days were spent on the Pheno claims following up on previous high-grade samples and exploring new regions. A total of 87 rock samples were taken from specific units to improve understanding of the mineralized system and to continue to map the surface geology.
The 2024 exploration program successfully identified unique critical mineralization with highly enriched REE values spread across a very large area. A total of 167 rock samples were collected for borate lithium fusion analysis across an area of 11 km that included several different rock types. Results demonstrated a strong enrichment of REEs at the upper elevations of the Property predominantly hosted in the rhyolites that are spread across an area of more than 5 km. A baseline of 1,000 ppm total rare earth oxide* (TREO) was selected as indication of strong REE enrichment as this number has been used at other bulk tonnage REE deposits as a cut-off grade capable of delivering economic returns. Of the rocks taken in 2024, 42% of the samples returned >1,000 ppm TREO. These results are highly encouraging and suggest a very large mineralized REE system capable of containing significant REE reserves exists on the Property.
In 2025, Etruscus completed another surface rock sampling program at the Hendrix Rare Earth Element Target on the Pheno Property. Results further refine the ~5 km wide peralkaline volcanic complex and delineated multiple REE-bearing dikes that returned the three highest-grade REE rock samples recorded at Pheno to date. Assay results further demonstrated significant enrichment in neodymium and dysprosium and a 4 m by 70 m dike returned an average of 0.39% total rare earth oxides (TREO) from six grab samples. Analysis also demonstrated specific enrichment in heavy REE ratios and associated critical minerals such as niobium and scandium. Geochemical and petrographic analysis supported characterization of the host felsic system and have provided comparison to the Round Top Deposit, located in Texas USA. A handheld radiometric detection device was applied to identify additional REE-rich zones, with further airborne radiometric surveys under evaluation for future targeting.
*TREO is calculated using the combination of the oxides of the following elements: Y, La, Ce, Pr, Nd, Sm, Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb, Lu
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The following schedule shows the Company's recent exploration and evaluation expenditures:
| Rock & Roll Property* |
Pheno Property* |
Lewis Property |
Total | |
|---|---|---|---|---|
| Balance, March 31, 2024 | \$ 3,631,453 | \$ 30,032 |
\$ 1,488,630 | \$ 5,150,115 |
| Additions: | ||||
| Accommodation and camp costs | 29,120 | 8,058 | - | 37,178 |
| Assays and laboratory analysis | 8,608 | 11,569 | - | 20,177 |
| Field expenses | 3,757 | - | - | 3,757 |
| Geological and geophysical consulting | 85,160 | 13,925 | 7,000 | 106,085 |
| Helicopters and aircraft support | 35,919 | 27,096 | - | 63,015 |
| Licenses, claim fees and permits | 4,765 | 17,141 | - | 21,906 |
| Surveying | 32,984 | - | - | 32,984 |
| Less: Recoveries: tax credits | (1,200) | - | (500) | (1,700) |
| Less: Write-downs | - | - | (1,495,130) | (1,495,130) |
| Subtotal- net additions (reductions) |
199,113 | 77,789 | (1,488,630) | (1,211,728) |
| Balance, March 31, 2025 | \$ 3,830,566 | \$ 107,821 107,821 |
\$ - |
\$ 3,938,387 |
| Additions: | ||||
| Accommodations and camp costs | 80,198 | - | - | 80,198 |
| Assays and laboratory analysis | 61,329 | 5,317 | - | 66,646 |
| Community relations | 8,055 | - | - | 8,055 |
| Drilling | 263,674 | - | - | 263,674 |
| Field expenses | 2,389 | 407 | - | 2,796 |
| Geological and geophysical consulting | 64,273 | 10,750 | - | 75,023 |
| Helicopter and aircraft support | 291,508 | 17,055 | - | 308,563 |
| Licenses, claim fees and permits | 22,810 | - | - | 22,810 |
| Less: Recoveries: | (20,000) | - | - | (20,000) |
| Subtotal- net additions |
774,236 | 33,529 | - | 807,765 |
| Balance, December 31, 2025 | \$ 4,604,802 | \$ 141,350 |
\$ - |
\$ 4,746,152 |
(* Note- The capitalized costs of Rock & Roll previously included the costs incurred on the contiguous Pheno claims, and effective beginning September 30, 2025 the costs of these two properties are shown separately on a retrospective basis).
Priority Targets at Rock & Roll:
The Zappa target at Rock & Roll is the most advanced prospect and was the subject of the 2025 diamond drilling program comprising 1,311 m of drilling across 3 holes during the summer field program. The drilling intersected intensely altered volcanic and sedimentary rocks with pervasive quartz-sericite-pyrite and potassic alteration. Geological vectors from drill hole RR25-03 including identification of chalcopyrite, potassic alteration, and increased molybdenum are all suggestive of proximity to a nearby heat source, possibly located underneath the Twin Glacier. Identification of potassic-altered clasts in RR25-02 were also encouraging and validate that further drilling is necessary in the area to potentially identify a mineralized core to the system. Geological mapping provided context to large scale potential as the surface alteration located at the North Gossan, 1 km to the north, is similar to that of the Zappa target and suggests there could be an even larger system hidden in the area.
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Prior to the drill program, previous work on the Zappa target included geological mapping, sampling and geophysical surveys completed in 2022 and 2024. These programs have outlined a surface alteration that measures 1.3 km in strike length, demonstrating quartz-sericite-pyrite alteration that is suggestive of porphyry-style mineralization. The target is located adjacent to the Red-Line unconformity, the key marker horizon that resides near most of the significant deposits in the Golden Triangle. Four new IP lines were completed in 2024 extending the anomaly to 300 m by 700 m in size, projecting down 400 m to the depth of the survey. Geological mapping in 2025 confirmed tens of meters of glacial recession on the nearby Twin Glacier revealing never-before-seen surface alteration.
The Heather Showing is another exploration target at Rock & Roll. Soil sampling in 2021 highlighted a 300 m by 350 m soil anomaly of gold, copper and silver. Identification of stock-work quartz pyrite veins have highlighted the mineral potential of the area. The 2022 IP survey was successful in identifying two chargeable bodies measuring approximately 150 m in length with chargeabilities up to 30 mV/V. These anomalies are correlated to a diorite porphyry with significant disseminated pyrite. In addition, a high-grade gold rock sample taken during the 2024 program returned 40.1 g/t Au. Multiple high grade rock samples have been identified across the target area with the widest zone of mineralization occurring in the Heather Vein that averaged 2.92 g/t Au, 2,014 g/t Ag, 0.45% Cu, 4.1% Pb, and 7.0% Zn from 3 rock samples.
The Kashmir Showing represents an early-stage molybdenum-copper porphyry which occurs on a large gossanous bluff above a talus slope in an area that was discovered in 2022. The geological team has mapped a monzonitic intrusion at least 100 m across although it remains open in two directions. A number of rock samples were taken during the 2024 program to determine the "background" grades of the intrusion and subsequently returned low grade molybdenum mineralization throughout. Follow up on a highly mineralized sample from 2022 identified a similar mineralized float boulder that returned 23.8 g/t Au although identification of the source was unsuccessful. In addition, rock sampling of creek boulders more than 2 km downstream shows abundant Mo-Cu quartz veins suggesting there could be a larger intrusion, or multiple intrusions in the basin. This porphyry target remains a high priority although the steep nature of the showing provides difficult access for completion of a geophysical survey. The team continues to explore options on how to advance this target.
The Hammer Showing demonstrates skarn-style mineralization with copper grades up to 8% including anomalous gold and cobalt. Mineralization is contained in blebby chalcopyrite stringers hosted in massive magnetite adjacent to a barren plagioclase feldspar intrusion. This showing has also been flown with VTEM geophysical airborne survey that delineated a 100 m x 300 m magnetic high that underlies the magnetite, chalcopyrite mineralization.
Prior exploration
Surface geochemistry has comprised a total of 544 rock samples and 513 soil samples that have been taken over the last 4 exploration seasons across Rock and Roll. Rock sampling was focused on targets of interest such as Discovery (which contains Zappa), Heather, Thunderstruck and the Hurricane targets. Highlights include 36.3 g/t Au at the Heather Target and 12.7 g/t Au, 7,013 g/t Ag at the Hurricane Target as well as 0.86% Mo at the Kashmir Target. Soil sampling also highlighted areas of interest and took place predominantly in contour soil lines. Highlights included the outlining of a 300 m Au, Cu and Ag anomaly at the Heather Target.
Geophysical work on the Property has included both ground-based and airborne. A versatile time domain electromagnetic ("VTEM") survey was flown in 2021 consisting of 1,200 line-km of data collection from a helicopter born instrument. These results highlighted several follow up areas and delineated two conductive anomalies, identified as the Hurricane Target. A 14.25 line-km Induced Polarization survey was completed in 2022 with survey grids executed over the Heather target and the Discovery target. Both grids revealed anomalous and discreet chargeability highs that appear to demonstrate correlation to mineralization at surface.
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Prior to the focus on porphyry targets to the north of the Iskut River, the Company completed drill programs in 2019 and 2020 totaling 4,600 m, mostly focusing on large step-out holes from the Black Dog VMS resource. These programs were successful in extending the prospective horizon along strike as well as down dip from known mineralization.
Community Relations
The properties lie within the traditional territory of the Tahltan Nation. For several years we have maintained a Communications Agreement and an Opportunity Sharing Agreement ("OSA") with the Tahltan Central Government ("TCG"). The TCG is the administrative body of the Tahltan Nation, located in northwest British Columbia. The TCG protects Tahltan Indigenous rights and title, the ecosystems and natural resources of the Tahltan traditional territory by managing sustainable economic development and supporting the cultural wellness of the Tahltan community.
The Communications Agreement establishes a solid framework and collaborative working arrangement between the parties, based on open dialogue, transparent communications and mutual co-operation with regards to the company's exploration activities on its properties. In addition, the agreement offers opportunities for employment, cultural, economic and educational support for Tahltan members.
The OSA provides further commercial opportunities for the TCG and their members' businesses over the exploration cycle. The OSA was first signed in 2020.
The Company has participated in certain Tahltan exploration symposiums and job fairs in local communities near the Company's mineral properties. We continue our dialogue with Tahltan representatives concerning our exploration activities and we hire Tahltans and their businesses as part of our exploration crews whenever possible. For more information about the TCG, visit www.tahltan.org.
QA/QC and Analytical Procedures
The Company has adopted a rigorous quality assurance and quality control ("QA/QC") program to ensure best practices in sampling of all rock, soil and silt material. The Company's samples are assayed by ALS Geochemistry Labs which has facilities in Terrace and North Vancouver, BC. All rock samples were crushed to 70% pass 2mm fraction, and then a 250g split was pulverized to better than 85% passed a 75-micron screen. Multi-element analysis for gold copper exploration was performed by ALS using four acid digestion ICP-MS package (ME-MS61). Gold grades were returned by fire assay (Au-ICP21). Samples that returned above detection limits in silver, copper, lead and zinc were reanalyzed with appropriate ore grade analysis to determine absolute values. For REE samples, a lithium borate fusion analysis was performed using ALS package ME-MS81 for full digestion of REE minerals.
Etruscus undertook an internal QA/QC procedure that involved systematically inserting standard samples at an interval of 1 out of 10 samples. These included certified reference material as well as blank samples and duplicates.
ALS is an independent provider of geochemical laboratory services for the exploration and mining industries and is an ISO 17025 (Testing and Calibration) and ISO 9001 (Quality Management System) accredited laboratory. values.
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Management's Discussion and Analysis
Three and nine-months ended December 31, 2025
Selected Quarterly Financial Information
| Three Months Ended December 31, 2025 |
Three Months Ended September 30, 2025 |
Three Months Ended June 30, 2025 |
Three Months Ended March 31, 2025 |
|
|---|---|---|---|---|
| Total assets | \$ 4,996,584 | \$ 5,131,833 | \$ 4,898,434 | \$ 4,889,944 |
| Total liabilities Shareholders' equity |
(189,686) 4,806,898 |
(247,376) 4,884,457 |
(299,638) 4,598,796 |
(317,515) 4,572,429 |
| Major expenses(income): | ||||
| Communications | 3,323 | 4,330 | 1,675 | 2,926 |
| Consulting fees | 45,750 | 70,219 | 68,972 | 55,959 |
| Professional fees | 12,409 | 2,265 | 4,540 | 29,166 |
| Regulatory and transfer agent | 6,579 | 7,329 | 4,297 | 8,893 |
| Share-based compensation | - | 156,564 | - | - |
| Other income on settlement of flow-through | ||||
| share premium liability | (6,582) | (128,471) | (3,584) | (5,983) |
| Write-down of exploration and evaluation assets | - | - | - | - |
| Net loss | (77,559) | (122,066) | (87,633) | (113,466) |
| Earnings (loss) per share- basic and diluted | (0.00) | (0.00) | (0.00) | (0.00) |
| Three Months Ended December 31, 2024 |
Three Months Ended September 30, 2024 |
Three Months Ended June 30, 2024 |
Three Months Ended March 31, 2024 |
|
|---|---|---|---|---|
| Total assets | \$ 4,219,490 | \$ 4,271,853 | \$ 3,989,551 | \$ 5,396,833 |
| Total liabilities Shareholders' equity |
(237,437) 3,982,053 |
(244,333) 4,027,520 |
(237,610) 3,751,941 |
(227,502) 5,169,331 |
| Major expenses (income): | ||||
| Communications | 1,098 | 2,552 | 4,757 | 17,174 |
| Consulting fees | 45,750 | 45,975 | 45,750 | 45,750 |
| Professional fees | 6,703 | 6,827 | 1,015 | 32,898 |
| Regulatory and transfer agent | 5,025 | 5,940 | 4,302 | 5,752 |
| Share-based compensation | - | - | 14,013 | - |
| Other income on settlement of flow-through | ||||
| share premium liability | (16,733) | (24,579) | (2,317) | (1,882) |
| Write-down of exploration & evaluation assets | - | - | \$1,495,130 | - |
| Net loss | (53,416) | (54,621) | (1,581,403) | (116,531) |
| Earnings (loss) per share- basic and diluted | (0.00) | (0.00) | (0.03) | (0.00) |
Results of Quarterly Operations
In the following discussion concerning the results of operations, the quarterly periods are referenced according to CALENDAR quarters as follows:
Three- month period ended December 31, 2025: Q4 2025 Three- month period ended September 30, 2025: Q3 2025 Three-month period ended December 31, 2024: Q4 2024
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Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Three months ended December 31, 2025 compared to three months ended December 31, 2024:
The Company had a net loss during the period of \$77,559 (Q4 2024 - \$53,416). The net loss is composed of operating expenses of \$84,069 (Q4 2024 - \$72,156), income from settlement of flow-through share premium liability of \$6,582 (Q4 2024 - \$16,733) and other income of \$5,935 (Q4 2024 - \$2,007) as noted in the Statements of Operations. Income from the settlement of flow-through share premium liability is a book entry which offsets the reduction of flow-through premium liabilities as a result of the Company incurring qualifying expenditures on its B.C. mineral properties.
The two key operating expenses were consulting fees of \$45,750 (Q4 2024 - \$45,525) and professional fees of \$12,409 (Q4 2024 - \$6,703), comprising 69% (Q4 2024 - 72%) of all operating expenses. The remaining operating costs total \$25,910 (Q4 2024 - \$19,928), consisting of communications, depreciation, office*, regulatory and transfer agent fees, rent and travel. All those recurring expenses fluctuate from period to period. (*office includes supplies, insurance, postage, printing, website and email systems, dues, fees, and subscriptions).
Consulting fees were consistent over the periods, made up of related party fees of \$31,500 (Q4 2024 - \$31,275) and third-party fees of \$14,250 (Q4 2024 - \$14,250). All of the fees paid during the current and comparative period were to the regular part-time workers of the Company, including the CEO, CFO, and contractors for marketing, communications and administrative functions.
Net cash declined in the current period by \$104,823 (Q4 2024 - \$129,406). The decline was substantially the result of exploration outflows of \$31,198 (Q4 2024 - \$76,800) and operating outflows of \$68,394 (Q4 2024 - \$55,324). Of note are the higher exploration outflows in the comparative period, a consequence of paying \$32,985 in respect of a portion of a magnetic survey completed in late September 2024, in addition to regular ongoing geological fees to key workers.
All workers for the Company have worked their part-time roles for a number of years which includes all key management, administration, and exploration personnel. These roles are expected to continue for the foreseeable future, with general responsibilities and business functions to remain materially the same over the ensuing fiscal periods. We continue to expect our quarterly operating costs to be \$100,000 per quarter, including quarterly allocations of annual one-time expenses, such as audit fees.
The Company currently has no specific investor relations consultant or contract. Shareholder and capital market inquiries are managed by the CEO.
Three months ended December 31, 2025 compared to three months ended September 30, 2025:
The Company had a net loss of \$77,559 (Q3 2025 - \$122,066) in the current period. The net loss is composed of operating expenses of \$84,069 (Q3 2025 - \$253,204), amortization of discount of \$1,200 (Q3 2025 - \$1,299), interest and finance income of \$1,128 (Q3 2025 - \$3,966) and other income on settlement of flow-through share premium liability of \$6,582 (Q3 2025 - \$128,471).
The key operating expenses are consulting fees of \$45,750 (Q3 2025 - \$70,219), professional fees of \$12,409 (Q3 2025 - \$2,265), regulatory and transfer agent fees of \$6,579 (Q3 2025 - \$7,329) and share-based compensation of \$Nil (Q3 2025 - \$156,564) which together comprise 77% (Q3 2025 - 93%) of all operating costs. The remaining operating costs are \$19,331 (Q3 2025 - \$16,827) and consist of communications, depreciation, office, rent and travel.
Consulting fees include related party fees \$31,500 (Q3 2025 - \$37,500) and third-party fees of \$14,250 (Q3 2025 - \$32,719). Related party fees to the CEO and CFO remain unchanged after several years. In the comparative period, \$6,000 was also paid to an Etruscus director for certain work to assist the CEO during the 2025 drilling
{9}------------------------------------------------
ETRUSCUS RESOURCES CORP. Management's Discussion and Analysis
Three and nine-months ended December 31, 2025
program at Rock & Roll. Third-party consulting fees mainly consist of regular recurring fees for administration, website management and communications totalling \$14,250 each quarter, and the comparative period also includes the final amortized portion of a prepaid consulting contract (discussed above), in the amount of \$15,969 .
Overall, except for share-based compensation, total operating costs were \$96,640 in the current quarter and \$94,557 in the prior quarter, a 2.2% increase.
During the current period, net cash declined \$104,823, compared to a decline of \$462,395 in the previous quarter. The current period cash decline is mainly from exploration outflows of \$31,198 and operating outflows of \$68,394, while the prior quarter's cash decline was mainly from exploration outflows of \$615,614, operating outflows of \$117,380, and equity financing inflows of \$283,000.
Nine months ended December 31, 2025 compared to nine months ended December 31, 2024
For the current nine-month period, the Company incurred a net loss of \$287,258 (2024 - \$1,689,440), composed of operating expenses of \$431,830 (2024 - \$241,726), other income on settlement of flow-through share premium liability of \$138,637 (2024 - \$43,629), a write-down of exploration and evaluation assets of \$Nil (2024 - \$1,495,130) and nominal amounts of finance income and finance expense as shown on the Statements of Operations and Comprehensive Loss. Operating expenses are primarily comprised of consulting fees of \$184,941 (2024 - \$137,250), share-based compensation of \$156,564 (2024 - \$14,013), office and general expenses of \$11,668 (2024 - \$22,042), professional fees of \$19,214 (2024 - \$14,545) and regulatory and transfer agent fees of \$18,205 (2024 - \$15,267) which together represent 90% (2024 - 84%) of total operating expenses. The remaining operating expenses are \$41,238 (2024 - \$38,609), comprised of amortization, communications, rent, and travel.
Consulting fees rose \$47,691 compared to 2024 of which \$39,791 was from the amortization of a prepaid consulting contract discussed above and \$6,000 was from a one-time fee charged by a director for certain services directed by the CEO, also discussed above. The consulting fees paid to the key executive officers and regular workers of the Company have remained at the same rates as 2024. Share-based compensation was much higher in the current period because of the grant of 2,100,000 stock options which vested upon grant and were valued under the Black-Scholes option model, compared to an option grant in the comparative period of just 300,000 stock options. Office and general expenses were almost double in 2024 compared to the current period. The 2024 office costs also included liability insurance amortization of \$4,312, website upgrades of \$2,140 and other variations totalling \$3,922, for a total difference between the two periods of \$10,374.
Weak markets in 2023 and 2024 allowed us to hold down our exploration costs by not having the VP of Exploration on a fixed monthly retainer, since little or no field work was done at Rock & Roll, and internal technical service needs remained intermittent. No fees were charged by the VPX during the nine-month period ended December 30, 2025, but in the comparative 2024 period, fees of \$8,100 were billed for field sampling. The fees charged by the VP Exploration are capitalized under exploration and evaluation assets and do not impact the statement of operations.
During the nine-month period ended September 30, 2025, the Company raised \$397,000 (2024 - \$552,000) from a private placement. The flow-through portion was \$148,000 (2024 - \$305,000), and those funds are only used for qualifying exploration expenditures in Canada.
During the nine-month period ending December 31, 2025, the Company spent \$821,024 (2024 - \$238,219) on exploration and \$252,594 (2024 - \$215,373) on operations. During the period, 77% (2024 - 53%) of the key disbursements were exploration related. Cash and cash equivalents declined \$701,835 (2024 - increased \$195,532) during the nine-month period.
{10}------------------------------------------------
Management's Discussion and Analysis
Three and nine-months ended December 31, 2025
Leases:
The Company entered into a new three-year sublease agreement with Metallis Resources Inc. ("MTS"), a public company related by two common directors and a common officer, effective July 1, 2025, to June 30, 2028. The sublease covers ½ of the space leased by MTS sublease at the rate of \$1,744 per month, rising to \$1,800 per month for the 3rd year, commensurate with the rate increase in MTS's head lease. A previous three-year sublease with MTS matured on June 30, 2025, which had fixed monthly lease payments of \$1,688 per month for the first two years and \$1,744 per month in the third year. The premises totals 1,350 square feet and serves the needs of both companies.
The Company has applied a discount rate of 10% to determine the fair value of its remaining lease payments, the same rate as was applied by the sublandlord to its head lease.
The following schedule shows recent changes in lease liabilities:
| Lease term: 7/1/25 – 6/30/28 |
Lease term: 7/1/22 – 6/30/25 |
Total | ||
|---|---|---|---|---|
| Balance, March 31, 2024 | \$ - |
\$ | 24,529 | \$ 24,529 |
| Lease payments | - | (20,758) | (20,758) | |
| Accretion of lease liability discount | - | 1,417 | 1,417 | |
| Balance, March 31, 2025 | \$ - |
\$ | 5,188 | \$ 5,188 |
| Additions | 55,020 | - | 55,020 | |
| Lease payments | (10,462) | (5,231) | (15,693) | |
| Accretion of lease liability discount | 2,499 | 43 | 2,542 | |
| Balance, December 31, 2025 | \$ 47,057 |
\$ | - | \$ 47,057 |
Liability allocation:
| Short-term portion of lease liability | \$ 17,166 |
|---|---|
| Long-term portion of lease liability | 29,891 |
| Total lease liability at December 31, 2025 | \$ 47,057 |
Fixed lease payment obligations remaining over the next five years:
| Years ended March 31: | |
|---|---|
| 2026 2027 |
\$ 5,231 20,925 |
| 2028 | 21,431 |
| 2029 | 5,400 |
| 2030 | - |
| Total | \$ 52,987 |
{11}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Estimates and Judgements:
In preparing these condensed interim financial statements, management has made estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The effect of a change in an accounting estimate is recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
Significant assumptions about the future and other sources of estimation uncertainty that management has made as at the date of the statements of financial position, which could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
- a) The application of the Company's accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that costs incurred will be recovered through successful exploration and development or sale of the asset under review. Furthermore, the assessment as to whether economically recoverable reserves exist is itself an estimation process. Estimates and assumptions made may change if new information becomes available.
- At the end of each reporting period, management applies judgment in assessing whether there are any indicators of impairment relating to exploration and evaluation assets. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of impairment, if any. Indicators of impairment may include (i) the period for which the Company has the right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed; (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and (iv) sufficient data exists to indicate that the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale defects;
- b) The Company uses the Black-Scholes valuation model to determine the fair value of stock option grants and certain warrants issued under private placements. The inputs used in the model require estimates of the fair value of the shares, expected life of options, volatility, expected dividend yield, forfeiture rates and the risk-free interest rate. These estimates impact share-based compensation expense in the profit or loss and share capital and shareholder's equity on the statements of financial position;
- c) The values of right-of-use assets and lease liabilities require judgements to determine the lease term, the likelihood of any extension option being exercised and the incremental borrowing rate. Such judgements, estimates and assumptions affect the present value of the lease liabilities, the value of the right-of-use assets, and the amounts recognized in profit or loss, including depreciation, rent expense and finance expense;
- d) Significant judgment is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Company recognizes tax liabilities based on estimates of whether additional taxes and
{12}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
interest will be due. These tax liabilities are recognized when, despite the Company's belief that its tax return positions are supportable, the Company believes that certain positions are likely to be challenged and may not be fully sustained upon review by tax authorities. This assessment relies on estimates and assumptions and may involve a series of complex judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made;
- e) The Company raises financing by issuing equity comprised of flow-through shares and/or non-flowthrough shares. When flow-through shares are issued, a flow-through premium liability is recognized and that recognition requires estimations of the fair value of the non-flow-though and flow-through shares; and
- f) The assumption that the Company is a going concern and will continue operating for the foreseeable future, being one year, is a judgment.
Liquidity and capital management
The Company endeavors to maintain appropriate levels of capital and liquidity. Sufficient liquidity is required to meet liabilities and obligations as they become due. The Company has no commercial operations or source of revenue, and no external creditor-imposed capital requirements. The Company's capital is therefore its issued share capital. The capital required for operations and property exploration is expected to continue to come from the issuance of common shares for the foreseeable future. The Board of Directors remains mindful of the capital markets, which has repeatedly seen new record spot prices of precious metals in recent months.
We maintain dialogue with our shareholders and institutional investors, gauging their sentiment. The Company's continuing objectives of capital and liquidity management are to fund critical exploration work, meet on-going liabilities, maintain creditworthiness, continue as a going concern, and to ultimately maximize returns for shareholders over the long term.
With the completion of a private placement tranche of \$397,000 in July 2025 following the initial \$817,250 tranche in late March 2025, the Company was well funded to undertake its drilling and exploration programs at Rock & Roll this past summer, and to meet its general financial obligations through the period.
At the date of this MD&A, the Company had working capital of \$14,000 as follows:
| Current working capital: | (000's) |
|---|---|
| Cash and cash equivalents | \$ 171 |
| Receivables | 6 |
| Accounts payable and accrued liabilities | (19) |
| Due to related parties | (127) |
| Lease liability | (17) |
| Total net working capital | \$ 14 |
Additional financing is required for the ensuing fiscal year's exploration and working capital needs. However, the related parties have agreed for the short term to allow their amounts owing totalling 6-8 months of fees to continue being carried forward, thus allowing trade payables and other obligations the appropriate liquidity to be paid as they become due.
{13}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Disclosure of Outstanding Security Data
As at the date of this MD&A, there are 64,309,527 common shares outstanding, 7,287,414 share purchase warrants and 3,875,000 stock options outstanding for a total of 75,471,941 fully diluted shares outstanding.
In July 2025, a private placement tranche of \$397,000 was completed, issuing 2,490,000 non-flow-through units at \$0.10 per unit, 1,233,333 flow-through units at \$0.12 per unit and 54,834 finders' warrants valued at \$3,132 under the Black-Scholes model, and paid finder's fees of \$6,580 and filing fees of \$590. This was the second and final tranche under which the initial tranche of \$817,250 closed in March 2025. That tranche consisted of 2,432,500 non-flow-through units and 4,783,333 flow-through units for proceeds of \$243,250 and \$574,000 respectively, with finders' fees of \$16,480 paid to registered finders and 42,000 finders warrants issued to registered finders, valued at \$2,586.
For the two-tranche financing as a whole, \$1,214,250 was raised by the issuance of 4,922,500 non-flow-through units at \$0.10 per unit and 6,016,666 flow-through units at \$0.12 per unit. Total finders' fees were \$23,060, filing fees were \$1,851 and 96,833 finders' warrants were issued, valued at \$5,718 using the following Black Scholes model.
Each non-flow-through unit consists of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.15 per share for a 2-year period. Each flow-through unit consists of one flow-through common share and one-half (1/2) of one nonflow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.18 per share for a 2-year period.
The following parameters were used to determine the fair value of finders' warrants:
| Parameters for Finders' warrants: | Period ended December 31, 2025 |
Year ended March 31, 2025 |
|---|---|---|
| Weighted average fair value at issue date Risk-free interest rate Expected dividend yield Expected life (years) Expected stock price volatility |
\$ 0.05 2.73% - 2.0 128% |
\$ 0.07 3.09% - 2.0 129% |
| Expected forfeiture rate | - | - |
All the proceeds from the 2025 flow-through unit subscriptions were entirely expended in the period ended December 31, 2025 as qualifying exploration costs at the Rock & Roll and Pheno properties, including the Phase 1 drill program at the Zappa porphyry target. Proceeds from all non-flow-through unit subscriptions are used for both exploration and general corporate expenses.
Stock options:
At the Company's Annual and Special Meeting ("ASM") on November 21, 2023, the shareholders approved the Company's Amended and Restated 2023 Stock Option Plan ("SOP") under which the Board of Directors is authorized to grant stock options to executive officers and directors, employees and consultants. The SOP is valid for a three-year period until November 21, 2026. The exercise price of each stock option will be greater than or equal to the market price of the Company's stock as calculated on the date of grant. The options vest upon grant, except for investor relations options which vest over a minimum of a one-year period, pursuant to regulations. The
{14}------------------------------------------------
fair values of the option grants are determined under the Black-Scholes option pricing model, and the vested portion is recorded as a credit to equity reserves.
In July 2025, the Company granted 2,100,000 stock options to directors, officers and consultants exercisable at \$0.12 per share for five years. The following schedule shows recent changes in stock options:
| Number of stock options outstanding: | Number of Stock options |
Weighted average exercise price |
|
|---|---|---|---|
| Balance at March 31, 2024 | 2,351,111 | \$ 0.21 |
|
| Options granted (May 30, 2024) |
300,000 | 0.15 | |
| Options expired | (60,000) | 0.25 | |
| Balance at March 31, 2025 | 2,591,111 | 0.21 | |
| Options granted (July 29, 2025) |
2,100,000 | 0.12 | |
| Options expired | (816,111) | 0.33 | |
| Balance, December 31, 2025 and the date of this MD&A | 3,875,000 | \$ 0.13 |
At the date of this report, the following stock options are vested and outstanding:
| Number of | Number of | Exercise | |
|---|---|---|---|
| Outstanding Stock | Vested Stock | Price | |
| Expiry Date | Options | Options | ( \$ ) |
| October 26, 2027 | 1,475,000 | 1,475,000 | 0.15 |
| May 30, 2029 | 300,000 | 300,000 | 0.15 |
| July 29, 2030 | 2,100,000 | 2,100,000 | 0.12 |
| Total outstanding options | 3,875,000 | 3,875,000 |
Restricted Share Units:
At the ASM on November 21, 2023, the shareholders also approved the Company's Restricted Share Unit Plan, which is also valid until November 21, 2026, under which the Board may grant restricted share units ("RSUs") to directors, officers and employees. RSUs are subject to vesting requirements of up to three years but can be settled by issuing shares from treasury or by disbursing cash. RSUs provide a means to earn compensation through an equity plan without making a stock option exercise payment. As at December 31, 2025 and the date of this MD&A, no RSU's had been granted.
The total grants from the Plan and the RSU Plan together are limited to 10% of the outstanding common shares of the Company's stock as calculated on the date of grant, which was the limit under the Company's prior Stock Option Plans.
{15}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Warrants:
Through certain unit offerings that completed, the Company has issued warrants in addition to shares. Recent warrant transactions are summarized as follows:
| Schedule of changes in share purchase warrants: | Number of warrants |
Weighted average exercise price |
|---|---|---|
| Balance at March 31, 2024 Warrants issued |
2,845,646 5,370,915 |
\$ 0.24 0.17 |
| Balance at March 31, 2025 | 8,216,561 | \$ 0.19 |
| Warrants expired Warrants issued |
(2,845,646) 1,916,499 |
0.24 0.16 |
| Balance at December 31, 2025 and the date of this MD&A |
7,287,414 | \$ 0.16 |
The following warrants are outstanding as at the date of this MD&A:
| Expiry Date | Number of warrants outstanding and exercisable |
Exercise price ( \$ ) |
Remaining contractual life (years) |
|---|---|---|---|
| September 11, 2026 | 1,228,000 | 0.15 | 0.70 |
| September 11, 2026 | 435,000 | 0.18 | 0.70 |
| November 20, 2026 | 58,000 | 0.15 | 0.89 |
| March 20, 2027 | 1,258,250 | 0.15 | 1.22 |
| March 20, 2027 | 2,391,665 | 0.18 | 1.22 |
| July 29, 2027 | 1,299,833 | 0.15 | 1.58 |
| July 29, 2027 | 616,666 | 0.18 | 1.58 |
| Total | 7,287,414 | 1.18 |
Flow-through share premium liability:
| Nine months ended December 31, |
Year ended March 31, |
|
|---|---|---|
| Changes in Flow-through share premium liability: | 2025 | 2025 |
| Balance, beginning of period | \$ 113,970 |
\$ 6,915 |
| Liability incurred on flow-through shares issued | 24,667 | 156,667 |
| Settlement of flow-through share premium liability upon incurring eligible expenditures |
(138,637) | (49,612) |
| Balance, end of period | \$ - |
\$ 113,970 |
{16}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
The Company's issuance of flow-through common shares as described above resulted in flow-through share premium liabilities, which are then reduced pro-rata by the incurrence of qualifying exploration expenses. At December 31, 2025, the Company had met all of its flow-through obligations by spending over \$813,518 on qualifying expenditures, thus eliminating the flow-through premium liability.
Transactions with Related Parties
The following related parties for the periods presented include officers, directors and key management personnel, including those entities in which such individuals may hold positions that result in them having control or significant influence over the financial or operation policies of these entities:
- a) Avanti Consulting Inc. is a company controlled by the President and CEO of the Company, and provides such consulting services to the Company;
- b) Hatch 8 Consulting is a company controlled by a director who was a former Chief Executive Officer of the Company who has provided occasional consulting services to the Company;
- c) Lever Capital Corp. is a company owned by the Chief Financial Officer and provides consulting services to the Company;
- d) Wetherup Geological Consultants is a business operated by the Company's Vice-President of Exploration which provides the Company with occasional geological consulting services. Amounts billed are recognized as either capitalized under exploration and evaluation assets or expensed under property investigation; and
- e) Metallis Resources Inc. ("MTS") is a public company that has two directors and an officer in common with the Company. Etruscus subleases one-half of MTS' office premises. Consequently, some administrative costs are accordingly shared or reimbursable.
Amounts owing to related parties at December 31, 2025 are \$123,585 (March 31, 2025 - \$122,623), comprised of amounts owing to management of \$121,058 (including GST), and amounts owing to MTS of \$2,527 as follows:
i) The aggregate value of key management compensation and outstanding balances relating to the above noted related parties are as follows:
| Transactions for the period ended December 31, 2025 |
Transactions for the year ended March 31, 2025 |
Balance payable as at December 31, 2025 |
Balance payable as at March 31, 2025 |
||
|---|---|---|---|---|---|
| Short-term benefits: Avanti Consulting Inc. Hatch 8 Consulting |
(a) (b) |
\$ 54,000 6,000 |
\$ 72,000 - |
\$ 41,100 37,800 |
\$ 41,100 37,800 |
| Lever Capital Corp. Wetherup Geological Consultants |
(c) (d) |
40,500 - |
54,000 8,100 |
35,438 6,720 |
35,438 6,720 |
| Total | \$ 100,500 |
\$ 134,100 | \$ 121,058 | \$ 121,058 |
{17}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
ii) During the period ended December 31, 2025, the Company entered into transactions with MTS as follows:
| Due to MTS, March 31, 2025 |
Paid | Due to MTS, December 31, 2025 |
||
|---|---|---|---|---|
| Rent Office |
\$ 76 1,489 |
Invoiced \$ 28,008 5,084 |
\$ 28,084 4,046 |
\$ - 2,527 |
| Total | \$ 1,565 | \$ 33,092 | \$ 32,130 | \$ 2,527 |
Amounts due to related parties are non-interest bearing, unsecured and due on demand.
Directors, Officers and Management
As at December 31, 2025, the directors of the Company were Fiore Aliperti, Gordon Lam, Michael Sikich and David Parker. There were no changes to board of directors or the management team during the period ended December 31, 2025 or the subsequent period to the date of this MD&A.
Off Balance Sheet Arrangements
Aside from the office premises sublease, the Company has no other asset or equipment leases or other off-balancesheet arrangements. Accordingly, as of December 31, 2025 the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the results of operations or financial condition of the Company.
Risk Factors
Common shares should be considered highly speculative due to the nature of the Company's business of mineral exploration and the current state of its development (early stage, without revenue). In evaluating the Company and its business, investors should carefully consider, in addition to the other information contained in this MD&A and in the Company's financial statements, the risk factors described below.
These risk factors are not a definitive list of all risk factors associated with an investment in the Company or in connection with the Company's operations. There may be other risks and uncertainties that are not known to the Company or that the Company currently believes are not material, but which also may have a material adverse effect on its business, financial condition, operating results or prospects. In that case, the trading price of the Company's common shares could decline, and investors may lose part or all of the value of the common shares held by them.
Health Emergencies
COVID-19 reminded us that any new pathogen can cause outbreaks and lead to global health issues. In May 2023 the World Health Organization stated that the global health emergency from the COVID-19 pandemic was over, but it remains an endemic disease with new variants continuing to arise. Under this or any other pathogenic outbreak, operating and supply chain disruptions and volatile price changes may occur, government regulations may change without notice, and business procedures and activity may be affected including possible economic closures.
{18}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
No Production History
The Company is a mineral exploration company with no history of earnings or revenue. There are no known commercial quantities of mineral reserves on any of its resource properties. Few exploration properties are ultimately developed into producing properties. There is no assurance that the Company will ever discover any commercially economic quantities of mineral reserves.
Negative Operating Cash Flow
Since inception, the Company has had negative operating cash flow and has incurred losses since its incorporation. The losses and negative operating cash flow are expected to continue for the foreseeable future as funds are expended on exploration of the properties and on administrative costs. The Company cannot predict when or if it will achieve positive operating cash flow.
Possible Trading Suspension or Delisting
The CSE may suspend from trading or delist the securities of the Company where the Company has failed to submit documents to the CSE in the time periods required or has otherwise failed to meet minimum standards. Suspension from trading of the common shares may, and delisting of the common shares will result in the regulatory securities authorities issuing a consolidated interim cease trade order against the Company. In addition, delisting the common shares would result in the cancellation of all the currently issued and outstanding common shares of the Company held by insiders. Trading in the common shares of the Company may be halted at other times for other reasons also.
Requirement for Further Financing
The Company has no revenue and limited financial resources and therefore must eventually raise additional funds to finance continued exploration work and working capital. There is no assurance that the Company will be able to raise additional funds or will be able to do so on terms acceptable to it.
If the Company's exploration programs are successful and favorable exploration results are obtained, this may lead towards economic feasibility and mine construction. The Company would therefore require significantly more capital to place the properties into production. The sources of funding that would be available are from the issuance of equity, debt, joint venture or the sale of property interests and even if such financing is available, there is no assurance that such funds will be sufficient to bring any resource property to commercial production. Failure to obtain additional financing on a timely basis could have a material adverse effect on the Company and could cause it to forfeit its interest in its properties and reduce or terminate its operations.
Climate Change
The extent of climate change and its impact on the Company's future operations cannot be determined. Climate change may cause environmental conditions that affect the Company's ability to execute its exploration programs or access its properties, and it may also affect regulatory, government and health and safety policies. Future mine development would include estimates of carbon impacts and outline decarbonization strategies.
Global reporting standards for climate change and sustainability risks have evolved rapidly in the past few years, culminating with the 2023 release of IFRS Sustainability Standards S1 and S2. These standards build on the framework offered by the Task Force on Climate Related Financial Disclosures ("TCFD"), which has been used as the backbone for standards development by various global regulatory bodies like the SEC, the International Sustainability Standards Board and the Canadian Standards Association. Canada has since aligned its Canadian Sustainability Disclosure Standards (SCDS) with IFRS S1 and S2.
{19}------------------------------------------------
Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Disclosure of CSDS 1 General sustainability disclosures and CSDS 2 climate related disclosures are effective in Canada for annual periods beginning January 1, 2025, but are currently only voluntary. In addition, the timeline for mandatory climate reporting by Canadian entities was paused by the Canadian securities regulators in April 2025, citing changes in global economic conditions and geopolitical upheavals. The Company has not yet adopted any climate or sustainability reporting framework.
Dilution
When the Company issues treasury shares to finance acquisition or participation opportunities, or to raise exploration funds and working capital, shareholders could suffer dilution of their investment and/or control of the Company could change, depending upon the issuance price.
Title to Properties
Acquisition of title to mineral properties can be a very detailed and time-consuming process. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. Native land claims may exist. Title to properties and the area of mineral properties may be disputed. Although the Company has investigated its title to its properties for which it holds an option to acquire concessions, royalties or other mineral leases or licenses and the Company is satisfied with its review of the title to its properties, the Company cannot give assurance that such title will not be challenged or impugned. The Company does not carry title insurance on its properties.
A successful claim that the Company does not have title could cause the Company to lose its rights to its properties, perhaps without compensation for its prior expenditures on its properties. Resource properties may now or in the future also be the subject of Indigenous land claims. The legal nature of Indigenous land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in its properties cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which the properties are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities.
Surface Rights
The Company does not own the surface rights to its properties. The Company understands that it is necessary, as a practical matter, to negotiate surface access through its stakeholders, government and local First Nations. However, there is a risk that local communities or affected groups may take actions to delay, impede or otherwise terminate the contemplated activities of the Company. There can be no guarantee that the Company will be able to continue to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out significant exploration and development activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, which assistance may not be provided or, if provided, may not be effective. If the development of a mine on a resource property becomes justifiable it will be necessary to acquire surface rights for mining, plant, tailings and mine waste disposal. There can be no assurance that the Company will be successful in acquiring any such rights.
Management
The success of the Company is largely dependent upon the performance of its management. The loss of the services of these persons may have a material adverse effect on the Company's business and prospects. There is no assurance that the Company can maintain the service of its management or other qualified personnel required to operate its business. Directors and officers of the Company may not be devoting 100% of their time to the affairs
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of the Company but do and will continue to devote such time as required to manage the Company effectively and appropriately.
Requirement for Permits and Licenses
The Company follows regulatory and compliance requirements with respect to its exploration activities, including the application and the terms of all necessary licenses and permits. However, such licenses and permits are subject to changes in regulations and in various operational circumstances. A substantial number of additional permits and licenses will be required should the Company proceed beyond exploration. There can be no guarantee that the Company will be able to obtain such licenses and permits.
Community Relations
In recent years, the global mining industry has made great progress in ESG (environmental, social, governance) reporting, bringing more stakeholders and their concerns into the exploration, development, and operating phases of mining. Eventually, communities, investors and stakeholders will be able to gauge an entity's actions within a reliable framework of standardized reporting. Global ESG reporting standards are continuing to solidify, including the extent of disclosure and who discloses what, and what sets of standards to use. At this time, the Company has not elected to use these non-mandatory disclosure templates, based on the scale of the Company operations. However, this MD&A does include discussions on the Company's adherence to standards, compliance, health and safety, reclamation efforts and its First Nations relationships.
Increased public scrutiny of mining projects and a general global increase in environmental concerns has been addressed by the mining industry by including both the local and broader communities along with all key stakeholders in the planning, exploration and development processes, being transparent through communications, dialogue, and education, and providing additional social governance and environmental sustainability reporting.
The Company's properties lie within the traditional territory of the Tahltan Nation, a key stakeholder with which the Company has maintained Communication and Opportunity Sharing Agreements since 2018. Joint areas of fundamental concern are environmental stewardship and the sharing or transfer of economic benefits. The Company regularly updates the Tahltans to keep them aware of corporate changes and the progress of exploration, while the Tahltans keep their industry partners apprised of their community activities and health and safety measures. The lack of a social license to operate could impair the value of the Company's resource properties or delay or prevent exploration, development, or construction activities.
Environmental Risks and other Regulatory Requirements
The current or future operations of the Company, including the exploration activities and commencement of production on any resource property, will require permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Company may require for its facilities and to conduct exploration will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any exploration and development project which the Company might undertake.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage because of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.
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Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Amendments to current laws, regulations and permits governing the operations and activities of mineral companies, or more stringent enforcement thereof, could have a material adverse impact on the Company and cause increases in capital expenditure or exploration and development costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new properties.
Uninsurable Risks
Exploration of mineral properties involves numerous risks, including unexpected or unusual geologic conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, and political and social instability. It is not always possible to obtain insurance against all such risks, and the Company may decide not to insure against certain risks due to high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does currently maintain exploration and pollution liability insurance but adverse incidents that may occur may not necessarily be insured.
Economic Conditions
Unfavorable economic conditions may negatively impact the Company's financial viability because of increased financing costs, limited access to capital markets, poor investor sentiment, subcontractor availability and competition for workers and equipment. The global atmosphere is more uncertain than normal with restrictive tariff policies, continuing supply chain instabilities and several years of higher inflation. The US dollar had been a prime beneficiary in this riskier market environment, but precious metal prices have strengthened through much of 2025 and continue to reach new record highs in 2026. Market sentiment in the exploration sector has greatly improved since spring 2025, reflecting the performance of precious metals, as well as a new global focus on strategic and industrial metals and minerals.
Conflicts of Interest
Directors of the Company may, from time to time, serve as directors of, or participate in ventures with other companies involved in natural resource development. As a result, there may be situations that involve a conflict of interest for such directors. Each director will attempt not only to avoid dealing with such other companies in situations where conflicts might arise but will also disclose all such conflicts in accordance with the Business Corporations Act (British Columbia) and will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
Litigation
The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit. The Company does not know of any such pending or actual material legal proceedings as of the date of this MD&A.
No Cash Dividends
The Company has not previously declared any cash dividends, has no current earnings, and therefore does not anticipate declaring any cash dividends for the foreseeable future.
Ore Reserves and Reserve Estimates
The Company's business relies upon the ability to determine whether a given resource property has commercial quantities of recoverable minerals. No assurance can be given that any discovered mineral reserves and resources will be recovered or that they will be recovered at the rates estimated. Mineral reserve and resource estimates are
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based on limited sampling and, consequently, are uncertain because the samples may not be representative. Mineral reserve and resource estimates may also require revision (either up or down) based on actual production experience.
Financial Risks
The Company's financial risk exposures and their impact on the Company's financial instruments are summarized below:
Credit risk
Credit risk arises from the potential that one or more counterparties fail to meet their obligations. The Company is exposed to credit risk through its cash and cash equivalents, receivables, deposits and reclamation deposits. As at December 31, 2025, the Company's maximum credit risk is equal to \$202,210. The Company manages credit risk associated with its cash and cash equivalents by using reputable financial institutions, from which management believes the risk to be remote. Receivables have historically consisted primarily of goods and services taxes for which management believes the collectability of these amounts to be assured. The reclamation deposits are also considered to be of low credit risk due to the Company's remediation and reclamation work done each season. Prepaid expenses and deposits to third parties are also at low credit risk, due to the nature of work or services to be performed.
Liquidity risk
Liquidity risk is related to the ability of the Company to meet its obligations as they come due, and in that regard the Company acts proactively to ensure that it will have sufficient liquidity when and as needed. At December 31, 2025, the Company had cash of \$171,228. In an effort to increase liquidity, management has informally agreed for the foreseeable future not to demand repayment of fees owing to them totalling \$121,058, comprising 64% of all financial liabilities at December 31, 2025. At the date of this MD&A, the Board of Directors had begun planning a near-term equity financing.
The Company has historically relied on equity financings to satisfy its capital requirements and will continue to depend upon equity capital as required but may also enter into earn-in arrangements or the sale of certain property interests. However, there can be no assurance that the Company will be able to obtain its future financing needs on acceptable terms. The ability of the Company to continue on this course will depend, in part, on the prevailing market conditions, the market interest in financing the Company's mineral property exploration programs, and the scope of such programs.
The following are the contractual maturities of financial liabilities as at December 31, 2025:
| Carrying amount |
Contractual cash flows |
Within 1 year |
Within 2 years |
Within 3-5 years |
|
|---|---|---|---|---|---|
| Accounts payable and accrued | |||||
| liabilities | \$ 19,044 | \$ 19,044 | \$ 19,044 | \$ - |
\$ - |
| Due to related parties | 123,585 | 123,585 | 123,585 | - | - |
| Lease liability | 47,057 | 47,057 | 17,166 | 19,312 | 10,579 |
| Total | \$ 189,686 | \$ 189,686 | \$ 159,795 | \$ 19,312 | \$ 10,579 |
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Management's Discussion and Analysis Three and nine-months ended December 31, 2025
Interest rate risk
The Company is not exposed to risk in the event of interest rate fluctuations. The Company has no long-term debt other than a lease liability and accordingly has not entered into any interest rate swaps or other financial arrangements that would mitigate the exposure to interest rate fluctuations. For these reasons, the Company considers it is not subject to material risks should interest rates change.
Market risk
The Company is subject to limited market risk as the price of any short-term money market investments that it might hold fluctuates due to market forces. The Company has no control over their fluctuating prices and does not hedge its investments, but the fluctuations are limited in scope and volatility and are unlikely to have a material impact on valuation. At December 31, 2025, the Company held no short-term money market investments.
Foreign currency risk
The Company's functional currency is the Canadian dollar, and transaction amounts based in other currencies are infrequent and immaterial. To date, the Company has had no material exposure to any foreign currency through its cash, receivables, payables, or equity transactions. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.
Corporate Governance
The Company's Board of Directors and its audit committee substantially follow the recommended corporate governance guidelines for public companies to ensure transparency and accountability to the shareholders. The current Board of Directors, at the date of this MD&A, is 4 individuals comprised of 3 independent members and 1 member in management, serving as an officer. The audit committee currently consists of 3 financially literate, independent directors.