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Exploits Discovery Corp. — Management Reports 2024
Apr 16, 2024
47751_rns_2024-04-16_7e200044-0959-4395-8441-347fd2a65631.pdf
Management Reports
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Management's Discussion and Analysis
For the 14 months ended December 31, 2023 and Year Ended October 31, 2022
(Expressed in Canadian Dollars)
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This Management's Discussion and Analysis ("MD&A") of financial position and results of operations of Exploits Discovery Corp. ("Exploits Discovery" or the "Company") has been prepared based on information available to Exploits Discovery at April 16, 2024 the date of this MD&A, and should be read in conjunction with Exploits Discovery' financial statements and related notes for the 14 months ended December 31, 2023. The financial statements and MD&A are presented in Canadian dollars and have prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of April 16, 2024, unless otherwise indicated.
Readers are cautioned that this MD&A may contain forward-looking statements and that actual events may vary from management's expectations. Readers are encouraged to read the "Cautionary Statement on Forward-Looking Information" at the end of this MD&A and to consult Exploits Discovery' financial statements and related notes for the 14 months ended December 31, 2023, which are available on our website at www.exploitsdiscovery.com and under the Company's profile on SEDAR at www.sedarplus.ca
Company Overview
Exploits Discovery Corp. was incorporated under the Business Corporations Act (British Columbia) on May 28, 2018. The Company’s head office is at 52 Church St., Suite 206, Toronto, ON, M5C 2B5. The Company is focused on evaluating, acquiring, and exploring mineral properties with significant potential for advancement from discovery through to production, in Newfoundland and Labrador, Canada. On May 30, 2019, the common shares of the Company were listed on the Canadian Securities Exchange (the “Exchange” or “CSE”) and trade under the trading symbol “NFLD”.
The Company’s principal property interests are its gold exploration properties located in the Exploits Subzone in Newfoundland and Labrador, as shown below. Two maps showing a close-up of each group of properties in the north and south are also depicted.
Exploits Discovery Corp. Mineral Claims Overview
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Figure 1: Exploits Discovery Corp. mineral claims overview. Claims are located within the prospective Exploits Subzone throughout central Newfoundland; (Exploits Subzone Outline modified from C.G Squires 2005 and Newfoundland Geologic Survey regional detailed geology).
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Exploits Discovery Corp. Mineral Claims: Northern Properties
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Figure 2: Exploits Discovery Corp. northern mineral claim areas and prospects located in central Newfoundland.
Exploits Discovery Corp. Mineral Claims: Southern Properties
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Figure 3: Exploits Discovery Corp. southern mineral claim areas and prospects located in central Newfoundland.
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The Company is currently executing several exploration programs on its Newfoundland properties situated within the Exploits Subzone geological region. The 2022-2023 exploration programs follow an escalating process of appraisal techniques; from basic prospecting, to soil-till-rock sampling, and advancing to airborne high-resolution mapping (LiDAR = light diffraction and ranging) and geophysical surveys. Favorable observations and assaying results are compiled and ranked – leading to target generation – and will likely culminate in diamond drilling operations on the highest-ranked targets.
Recent Highlights and Outlook
Exploration:
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The Bullseye drilling campaign as well as other exploration programs targeted along the Appleton Fault Corridor were the principal focus of the Company’s exploration activities this year.
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On March 14, 2024, the Company announced it has identified four new target areas
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Target Area A: This area covers the interpreted extension of the east-trending structure crossing onto the Company’s Bullseye claim from NFG’s Honeypot gold zone (with intercepts such as 26.0 g/t Au over 7.65 metres core-length – see NFG news release January 10, 2024). See “A” in Figure 1.
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Target Area B: Covers an area where the interpreted eastward-trending extension of NFG’s Everest gold zone (with intercepts such as 36.7 g/t Au over 3.7 metres core length – see NFG news release May 10, 2023) crosses onto the Bullseye property. Exploits’ drill hole BE-23-028 (August 14, 2023) intersected a cluster of quartz veins, hosting gold mineralization (which has been interpreted by Exploits) that cuts a portion of Everest’s eastern strike extension of its mineralized system. See “B” in Figure 1.
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Target Area C: Approximately 250 metres north of NFG’s K2 gold zone on the western flank, or ‘side’, of the Appleton Fault Zone remains untested by drilling. Exploits’ high-resolution geophysical surveys (VLF-EM and Magnetics) coupled with 2023’s LiDAR airborne mapping suggest the presence of east-west trending lineaments. NFG’s K2 gold zone discovery was most recently updated with intercepts such as 27.5 g/t Au over seven metres – see NFG news release January 31, 2024. See “C” in Figure 1.
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Target Area D: Located approximately 650 metres northeast of NFG’s Lotto gold zone, LiDAR indicates structural complexity which also highlights a potential for gold traps. See “D” in Figure 1.
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- On February 21, 2024, the Company announced further results from its till sampling program recently conducted on its Gazeebow South property. The elevated number of gold grains from this expanded program highlights the potential for the north Appleton Fault Zone and related splays to be a source of gold mineralization on the Gazeebow South property.
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This expanded till program further indicates that the three previously announced areas (Sept. 28, 2023) along the Appleton Fault Zone continue to show elevated gold grain counts; reaching up to 14 times greater than the area’s background levels.
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Infill sampling for this expanded program was conducted at 200 x 200 metres, with select local grids conducted at 100 x 100 metres.
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Recent additional anomalous samples include:
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141 Total Gold Grains of which 68 (48%) are classified as ‘Modified’ (28) or ‘Pristine’ (40)
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122 Total Gold Grains of which 20 (16%) are classified as ‘Modified’ (10) or ‘Pristine’ (10)
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86 Total Gold Grains of which 30 (35%) are classified as ‘Modified’ (11) or ‘Pristine’ (19)
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83 Total Gold Grains of which 14 (17%) are classified as ‘Modified’ (9) or ‘Pristine’ (5)
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On January 10, 2024, announced drilling operations had commenced on its Bullseye gold property. The Company has contracted Trust Drilling, a reputable all-local diamond drilling contractor for this drill program.
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On November 27, 2023, the Company announced its plan to commence drilling at Bullseye. Highlights Include:
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Drilling plans are underway to test the eastern strike potential of the high-grade “Jackpot” gold zones recently reported by New Found Gold Corp. (“NFG”) on their claims bordering the southern segment of the Bullseye property.
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This results-driven program will initially consist of 2,500 metres of diamond drilling.
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The Company’s VLF and Magnetics ground geophysical surveys, coupled with 2023’s high-resolution LiDAR mapping (airborne Light Diffraction and Ranging), indicate a complex network of second-order splay structures exist within Bullseye; several appear to align on-trend with NFG’s gold mineralization reported at Jackpot and Everest.
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The Bullseye property has been fully permitted by the provincial government with the capacity to drill throughout 2024.
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On October 17,2023, the Company announced results from its airborne LiDAR and magnetics flown over its Gazeebow South claims. Highlights Include:
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Identified a complex network of structural disruptions and braided splays along the Appleton Fault Zone.
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The local bedrock’s deformation levels and trends indicated by these surveys are similar in scope to those displayed by New Found Gold at several high-grade gold discoveries within the Queensway North project, located approximately 17 kilometres to the south.
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This high-resolution mapping will assist the design of the follow up collection sites from several elevated gold-grain counts generated from the preliminary gold-in-tills sampling program (see news release dated September 28, 2023).
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The Company’s goal of advancing several Gazeebow targets to the drill-ready stage during 2024 remains on-schedule.
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On September 28, 2023, the Company announced early results from its till sampling program. The elevated number of pristine grains in these samples indicates a short transport distance and confirms the potential that the Appleton Fault Zone and related splays are a local source of gold mineralization on the Gazeebow South property. Highlights Include:
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Five samples from three discrete areas along the Appleton Fault Zone have elevated gold grain counts ranging up to 5 times greater than background levels.
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Elevated levels of gold grains were identified throughout the first 34 samples collected over the Appleton Fault Zone.
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16 of the 34 samples collected contain more than 30 total grains of gold
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August 23, 2023, the Company announced assay results from the final hole completed during Phase-1 exploration drilling on its 100%-owned Bullseye property located along the Appleton Fault Zone (“AFZ”) in central Newfoundland. Drilling highlights include:
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BE-23-030 encountered several concentrations of quartz veining over its 502metre length, generating a 46.12 g/t Au assay value from a 0.40 metre core sample.
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Several fine grains of Visible Gold were noted within the local veining that contributed to the 46.12 g/t Au screen-metallic assay. This new mineralization was intersected at a vertical depth of approximately 190 metres below surface and remains open in all directions.
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On August 14, 2023, the Company announced assay results from diamond drill holes BE-23-018 and BE-23-020 to 029 on its 100% owned Bullseye property. Drilling highlights include:
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BE-23-028 intersected 4.08 g/t Au over 1.60 m core-length, located at a vertical depth of approximately 75 m below surface, including 8.16 g/t Au contribution from a 0.70 m sample.
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4.85 g/t Au over 0.75 m core-length, located at a vertical depth of approximately 185 m below surface.
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14.59 g/t Au over 1.00 m core-length, located at a vertical depth of approximately 186 m below surface.
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On July 12, 2023, the Company announced it had commenced its 2023 sampling program at Gazeebow South in central Newfoundland. This program will be composed of 58 samples collected on a 500 x 500 metre grid pattern covering an approximately five-kilometre-long segment of the interpreted Appleton Fault Zone that transects this property.
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On July 6, 2023, the Company announced commencement of an airborne LiDAR (“Light Detection and Ranging”) and a magnetics survey that will cover the Company’s prospective Gazeebow South and Glenwood mineral licenses within the Gander-Appleton region. These helicopter-mounted surveys will provide high-resolution geological information over these under-explored areas covering approximately 120 km2 of the parallel Appleton and Dog Bay faults attributed with several high-grade gold showings in central Newfoundland. Exploits has engaged local RPM Aerial Services (“RPM”) of Holyrood, NL as the principal contractor.
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Data from the LiDAR and magnetics survey will be used in addition to the current mapping, prospecting, and sampling information to identify high-priority targets for follow-up. The survey uses radar to accurately measure the earth’s surface and classify structural lineaments that would have otherwise been obscured by vegetation. The goals of this program will be the following:
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Assist with confirming the location and orientation of known gold-bearing structures (Appleton Fault Zone and Dog Bay Line) within the Exploits Subzone.
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Identify new geological outcrops in areas of extensive vegetation.
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Detect mineralization and alteration patterns within the bedrock.
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Identify structures such as shears, faults, fractures and folds.
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Generate a high-resolution digital elevation model.
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Assist with the design of an upcoming gold-in-till geochemistry survey.
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On June 28, 2023, the Company announced at least 12 gold targets have been identified on its southern properties situated approximately 90 kilometers south of Gander. These targets were generated by Windfall Geotek’s use of Artificial Intelligence (AI) and their compilation of available historic data and proprietary machine-learned filtering technologies. Highlights include:
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At least 12 separate gold targets identified through Windfall’s AI processing.
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All available current and historical data, including 4,942 gold assay results, were utilized for the study.
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The project area is in South-Central Newfoundland and covers 1,208.75 km2.
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On June 13, 2023, the Company announced assay results from four recent diamond drill holes at the newly discovered “Horseshoe” Gold Zone on its 100% owned Bullseye property along the Appleton Fault Zone (“AFZ”). Of note, 55 grains of visible gold were observed within a network of quartz veins in drill hole BE-23-019, located approximately 450 metres north of New Found Gold’s recently reported high-grade intercepts at Everest in Central Newfoundland. Horseshoe gold zone highlights include:
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BE-23-019 intersected 38.21 g/t Au over 2.80 m core-length, located at a vertical depth of approximately 145 m below surface, where 55 grains of visible gold were noted within a network of quartz veins. Including 118.92 g/t Au contribution from a 0.85 m sample.
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BE-23-015 intersected 4.65 g/t Au over 2.00 m core-length, located at a vertical depth of approximately 166 m below surface.
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Horseshoe Gold Zone remains open in all directions.
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Diamond drilling totaling 11,292 m has been safely and cost-effectively completed over the 30-hole first phase evaluation at Bullseye.
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Assay results from 18 of the 30 drill holes have been received and publicly reported to date. The results from the 12 remaining drill holes are pending
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On May 17, 2023, the Company announced assay results from eight recent exploration drill holes at its Bullseye property in Central Newfoundland. Several grains of visible gold were observed within a network of quartz veins in drill hole BE-23-014. Drilling highlights include:
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BE-23-014 intersected 9.84 g/t Au over 12.00 m core-length, located at a vertical depth of approximately 133 m below surface, where 10 grains of visible gold were noted within a network of quartz veins.
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On April 5, 2023, the Company announced assay results from drill holes numbered four, five and six, at its
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Bullseye property. Visible gold grains have been observed within three of the six holes reported to date in close proximity to the Appleton Fault Zone as it tracks across Exploits’ wholly owned mineral claims. Drilling highlights include:
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Drill hole BE-23-005: Five occurrences of visible gold observed within veining encountered at 27.50 – 28.16 m depth downhole. Intersected 12.55 g/t Au over 3.50 m core-length located at a vertical depth of approximately 20 m below surface.
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On March 20, 2023, the Company announced assay results on the initial drill holes at its Bullseye gold property. A total of 10 holes consisting of 3,232 metres of NQ drilling, have been completed of the 6,000-metre, resultsoriented, drill program. Visible gold was identified in two of the first three drill holes. This initial drilling program is designed to determine the potential for high grade gold discoveries along Exploits’ interpreted 1.2 kilometre “km” segment of the Appleton Fault Zone. Drilling highlights include:
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Drill hole BE-23-001: intersected 8.58 g/t Au over a 1.0 m core-length located at a vertical depth of 41.3 m below surface, including 14.24 g/t Au screen metallic assay contribution from a 0.5 m sample where a half-dozen fine grains of visible gold were noted within a network of quartz veins.
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Drill hole BE-23-002: intersected 4.96 g/t Au over 3.0 m core-length located at a vertical depth of 119.6 m below surface, including a 16.66 g/t Au assay contribution from a 0.65 m sample and fine grain visible gold was also observed.
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On January 25, 2023, the Company announced the assay results from its 2022 drilling program completed at the Titan gold target.
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On January 18, 2023, the Company announced the results and interpretation from the Company’s detailed ground-based geophysical survey conducted on Exploits’ highly prospective Bullseye gold property.
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On January 11, 2023, the Company announced the results and interpretation from its extensive regional 2022 soil sampling program conducted in the Dog Bay Central area. This includes 8,089 samples, covering approximately 14 kms of strike length along the Dog Bay Line fault. This soil program identified new prospective mineralized areas (Second Pond), and more importantly expanded, the existing gold targets (Clutha, Clutha North and Duder Lake).
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On December 5, 2022, the Company received the exploration permit from the Province of Newfoundland and Labrador that pertains to responsibly conducting exploration activities within the Company’s Bullseye claims.
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• On November 2, 2022, the Company received the license from the Government of Newfoundland and Labrador relating to the ownership of the Bullseye parcel (“Bullseye”) and surrounding staked claims.
Corporate:
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On November 22, 2022, the Company announced the appointment of Fiona Fitzmaurice as Chief Financial Officer of the Company, effective December 1, 2022. The Company also announced that it granted officers and directors of the Company an aggregate of 475,000 incentive stock options, exercisable on or before November 22, 2025 at price of $0.20 per share.
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On November 29, 2022, the Company held its Annual General Meeting, with all resolutions fully supported and passed.
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On December 9, 2022, the Company announced that Davidson & Company LLP, Chartered Professional Accountants have been appointed as the Company’s auditor until the next annual general meeting of the Company. Davidson & Company LLP replaces Dale Matheson Carr-Hilton Labonte LLP as the Company’s auditor.
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On December 20, 2022, the Company completed a non-brokered private placement for gross proceeds of $4,420,143 by issuing 16,370,899 flow-through common shares at a price of $0.27 per FT Share. The gross proceeds received by the Company from the Offering will be used to incur eligible “Canadian exploration expenses” (“CEE”) that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada)) related to the Company’s mining projects.
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On August 21, 2023, the Company announced the resignation of Chris Huggins as director.
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On November 5, 2023 the Company closed the first tranche of a non-brokered private placement financing for gross proceeds of $1,799,996. The Company issued 16,363,600 flow-through common shares at a price of $0.11 per common share. As part of the financing the Company paid $107,999.76 cash commission. The FT Shares issued under this Offering are subject to a hold period expiring April 6, 2024 in accordance with applicable securities legislation.
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On December 6, 2023, the Company held its Annual General Meeting, with all resolutions fully supported and
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passed.
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On December 6, 2023, the Company closed the second tranche of a non-brokered private placement for gross proceeds of $544,633. The Company issued 4,951,209 flow-through common shares at a price of $0.11 per FT Share. The Company paid finders fees in the amount of $29,880 and the FT Shares issued under this Offering are subject to a hold period expiring March 7, 2024 in accordance with applicable securities legislation.
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On December 7, 2023, the Company also announced the results of its Annual General Meeting of shareholders held on December 6, 2023. Jeff Swinoga, Rod Husband, Larry Short, Siri Genik and Doug Cater were re-elected as Directors. Davison & Company LLP, Chartered Professional Accountants, were re-appointed as the Company’s auditor. Following the AGM, the Board reconstituted all Committees and the following Officers were re-appointed: Jeff Swinoga (President and CEO), Fiona Fitzmaurice (CFO), Ken Tylee (VP, Exploration), Shanda Kilborn (VP, Corporate Development and Investor Relations) and Jacqueline Collins (Corporate Secretary).
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On December 7, 2023, the Company also announces that, in accordance with the Company’s stock option plan, it has granted to certain of its directors, officers, employees and consultants incentive stock options to purchase up to an aggregate of 3,400,000 common shares exercisable on or before December 7, 2028 at a price of $0.11 per share.
Results of Operations
14 months ended December 31, 2023 (YTD)
The Company realized a net loss of $11,117,568 for the 14 months ended December 31, 2023 compared to a net loss of $7,555,277 the twelve months ended October 31, 2022 mainly due to greater exploration activities, such as diamond drilling, on its’ Newfoundland properties, management and director fees, investor relation expenses and professional fees.
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The Company incurred $6,860,180 in exploration expenditures during the 14 months ended December 31, 2023 (October 31, 2022 – $4,710,385) comprising exploration activity expenditures, primarily diamond drilling, on its’ Central Newfoundland properties;
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Share-based compensation, a non-cash expense, was $333,135 (October 31, 2022 – $569,319), due to options that vested during the 14 months ended December 31, 2023;
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Investor relations expense increased to $468,346 during the 14 month period (October 31, 2022 - $443,189) due to increased investor relation activities compared to prior year.
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Management fees and director fees decreased to $779,737 during the 14 months ended December 31, 2023 (October 31, 2022 - $845,270) due to a decrease in consultant fees.
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Professional fees increased to $449,161 (October 31, 2022 - $223,330) due to an increase in legal services compared to prior year.
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Summary of Quarterly Information
(Expressed in Canadian dollars)
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2 Months ended 3 Months ended
December 31, 2023 October 31, 2023 Q3 2023 Q2 2023 Q1 2023
Statement of Loss and Comprehensive Loss
Exploration and property acquisiton expenditures $ 73,084 $ 790,412 $ 1,803,565 $ 2,247,870 $ 1,945,249
Share-based payments 101,006 21,995 29,128 71,060 109,946
Net loss (3,458,422) (1,130,822) (1,820,693) (2,271,473) (2,436,158)
Basic and diluted loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.02) $ (0.02)
Statement of Financial Position
Cash & cash equivalents $ 7,755,486 $ 5,414,255 $ 6,023,139 $ 8,404,297 $ 10,690,758
Total assets 27,702,504 28,853,624 30,021,125 33,187,165 35,185,131
Total liabilities 419,589 55,504 174,178 1,548,654 1,346,207
Shareholders' equity (deficiency) $ 27,282,915 $ 28,798,121 $ 29,846,947 $ 31,638,511 $ 33,838,924
Q4 2022 Q3 2022 Q2 2022 Q1 2022
Statement of Loss and Comprehensive Loss
Exploration and property acquisiton expenditures $ - 2,470,291 $ 743,271 $ 420,728 $ 1,306,606
Share-based payments - 108,858 114,700 195,398 150,363
Net loss - (2,848,939) $ (1,657,558) $ (1,135,109) $ (1,913,671)
Basic and diluted loss per share $ - (0.02) $ (0.02) $ (0.01) $ (0.02)
Statement of Financial Position
Cash & cash equivalents $ - 10,069,257 $ 10,801,991 $ 12,493,068 $ 13,406,955
Total assets - 34,403,458 35,480,603 37,002,694 38,559,350
Total liabilities - 1,362,430 424,826 404,059 1,021,004
Shareholders' equity (deficiency) $ - 33,041,028 $ 35,055,777 $ 36,598,635 $ 37,538,346
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Exploration Activities
Bullseye Property
The Bullseye property has been the principal focus of the Company’s exploration activities throughout 2023. These claims are located within 10 kms of the small town of Appleton situated on the Trans-Canada highway as it passes through central Newfoundland. The Bullseye claims are directly contiguous to the New Found Gold and Labrador Gold exploration sites where up to a dozen drill rigs have been consistently operating since 2022. Exploits’ current structural interpretation suggests the same belt of prospective gold mineralization associated with the placement of the Appleton Fault Zone passes across the New Found – Exploits claim border. Exploits’ drilling operations in 2023 confirmed the mineralization related to this structure continues northwards along the 1.2 km segment overlain by the Bullseye exploration claims.
Recent field activities include:
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On September 27, 2022, Exploits acquired, through the province’s map-staking ‘gazette’ process, the 100% interest in six claim units within the Exploits Sub Zone geologic region of Central Newfoundland. The Bullseye property consists of 11 mineral claims and encompasses a land area totaling 2.8 km².
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On December 7, 2022, the Company announced that it has received the exploration permit from the Province of Newfoundland and Labrador that pertains to responsibly conducting exploration activities within its new ‘Bullseye’ claims.
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By January 2023, the Company had completed several early-stage appraisal programs including prospecting and sampling, an ultra high-definition LiDAR airborne mapping survey (Light Diffraction and Ranging), claimperimeter land surveying, and ground geophysical coverage (Magnetics and VLF).
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During the first six months of 2023, Exploits’ contractors completed a total of 30 exploration holes on the Bullseye
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claim group - consisting of 11,292 metres of NQ-sized diamond drilling operations. This initial drilling program campaign was designed to determine if gold-bearing quartz veining and associated sulphide mineralization was emplaced within Exploits’ 1.2 km segment of the Appleton Fault Corridor. The company believes this plan was successful – our geologists identified a half-dozen occurrences of fine visible gold (“VG”) within the veined, altered, and strongly deformed sediments along a 600 x 300 metre segment of the Appleton fault zone. Several encouraging gold assay values have been returned from our sampling of the sawn core – one of which reached 118.92 g/t Au over 0.85 metres from a sample where 55 grains of gold had been logged. Refer to Exploits’ 2023 press releases dated: March 20, April 5, May 17, June 13, August 14 & 23.
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The ongoing publicity of hi-grade results from New Found Gold’s drilling clustered within 200-metres of the Bullseye claim border provided additional motivation for Exploit’s mapping crews to revisit the southern portion of the Bullseye property during QTR-3, 2023. Detailed sampling of all available bedrock and/or uplifted quartz-vein fragments (‘float’) was conducted and submitted for gold assaying. Unfortunately – no significant/anomalous gold values were reported.
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A limited diamond drilling campaign within Bullseye’s southern claims was completed in early February consisting of 12 relatively shallow NQ-diameter holes, totaling 2,509 metres of coring. This program successfully intersected a structural zone of broken, rubbled core, displaying similar features/characteristics reported by New Found at their Jackpot gold zone approximately 200-300 metres to the west. Exploits’ core loggers noted several clusters of narrow (under 30 cm) and deformed quartz veining with local sections of elevated arsenic and antimony values (indicated by an IMDEX handheld XRF detection unit). Hole # BE-2-006 returned the ‘best’ assay of the campaign: 1.11 g/t Au over a 0.4 metre sample collected from sawn core at 213.9-214.3 metres depth. This intercept likely correlates with our interpreted extension of NFG’s new Honeypot gold zone – suggesting the potential for additional gold mineralization occurring along a second trend-line into Bullseye’s southern claims. Further investigation of this new target is warranted for 2024.
– Dog Bay Property Group Dog Bay North, Dog Bay Central, Dog Bay South
The large Dog Bay property encompasses several contiguous groupings of mineral claims situated from the town of Lewisporte extending northwards to the tip of the Port Albert Peninsula, Newfoundland. Recent exploration activities include:
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In 2021, a regional airborne electromagnetic geophysical survey conducted by Geotech Ltd. utilising their proprietary ‘VTEM’ system, covering 3,173 line-km flown at 100 to 150 m spaced lines.
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In 2022, Exploits commissioned Geotech Ltd. (“Geotech”) to fly proprietary VTEM surveys over additional areas that were not covered during the 2021 campaign. A total of 1,319 line-km of surveying was flown by Geotech
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In 2022, Exploits commissioned an extensive soil sample collection program. The data was independently examined and analyzed by Dr. Stephen D. Amor (P.Geo).
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Prospecting, sampling, and mapping were completed at various areas across the property group between May and December 2022. A total of 2,521 samples were collected.
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The south-eastern quadrant of the Dog Bay Central claims, including Titan, were covered by additional airborne VTEM geophysical survey flown in October 2022.
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Titan Property:
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Simcoe Geoscience completed a high-definition Alpha IP™ survey to assist with interpretation of the structurally complex stratigraphy underlying the Titan claims.
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Exploits completed a results-driven exploration drilling program at Titan in 2022, consisting of 20 NQ-diameter holes, totalling 6,059 m. Refer to a press release dated August 23, 2022 for further details on this campaign.
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Exploits’ crews devoted a half-dozen intermittent days during the 2[nd] half of 2023 for their ongoing prospecting within the northern perimeter of the land package – near Port Albert and Hunts Cove. A total of 157 rock samples were collected and submitted for multi-metal analysis by year-end. Two of these returned
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gold values of 2.82 and 1.27 g/t Au. with minor associated silver content. Geologists will likely return to the Hunts Cove area in mid-2024 for additional mapping and investigation.
Gazeebow Property Group
The Gazeebow property consists of several contiguous claim groups that were assembled between 2020 and February 2023. This now-extensive property is located approximately 20 km north from the town of Gander within central Newfoundland and sits approximately 17 km to the northeast of New Found Gold’s recent Keats and Iceberg high-grade gold discoveries.
Recent exploration activities conducted at Gazeebow include:
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In 2021, an airborne electromagnetic geophysical survey was conducted by Geotech Ltd. utilising their proprietary ‘VTEM’ system totaling 1,050 line-km.
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In 2022, prospecting and till sampling programs were completed focusing on a relatively large exposure of massive white quartz locally known as “Mega Vein”, overlying the northeastern projection of the Appleton Fault Corridor. This coverage also included the 2nd vein system identified by Exploit’s prospectors called “Angie’s Vein”.
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The eastern half of the Gazeebow claim group was covered by additional VTEM airborne geophysical survey flown in late 2022. A high resolution, helicopter-mounted light ranging/diffraction system (‘LiDAR’) was also flown over the Gander-Bay (Gazeebow) claim group.
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In 2022, the Company staked a 100% interest in 220 new mineral claims within the Exploits Sub Zone area of central Newfoundland. These claims cover an additional 55 km2 and are located 10 kilometres northeast from the Bullseye property along the Appleton Fault Corridor.
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The company’s local prospectors began their ‘boots-on-ground' appraisal of the southern Gazeebow claims in June 2023 – making near-daily traverses across the projection of the Appleton Fault and related splay structures. This intensive field work was completed by late October; a half-dozen encouraging vein-inbedrock exposures were located and sampled. Additional mapping and systematic channel-sampling is planned before the arrival of the winter-weather.
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While these prospecting efforts were underway, the Company initiated a ‘Tills Study’ comprised of local contractors digging approximately 75 shallow test-pits and collecting large samples of the C-Horizon sandy soils. This labor-intensive project was designed to determine the amount (a grain-count) and quality (pristine versus travelled) of gold grains that may have been lifted-raised-liberated by glacial scraping-travel over the underlying bedrock as they proceeded northwards over the path of the Appleton Fault system. By late-summer 2023, the sample pattern had been expanded to 150 sites, and the collection augmented by Exploit’s own crew of local prospectors. On September 28[th] , the Company announced that three sample clusters showed statistically-elevated numbers of pristine gold grains – indicative of short transport distances (under 200 metres) and confirming the potential that the Appleton Fault Zone (and related eastern splays) are a local source of gold mineralization on the Gazeebow South property. Further infill sampling and geological mapping was warranted, and as of November 20[th] – a site-total of 181 samples have been shipped to Overburden Drill Management (‘ODM’) in Ottawa for gold grain counts and shapeanalysis. The second run of results three previously announced areas (Sept. 28, 2023) along the Appleton Fault Zone continue to show elevated gold grain counts; reaching up to 14 times greater than the area’s background levels. The two highest grain counts include:
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141 Total Gold Grains of which 68 (48%) are classified as ‘Modified’ (28) or ‘Pristine’ (40)
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o122 Total Gold Grains of which 20 (16%) are classified as ‘Modified’ (10) or ‘Pristine’ (10)
Jonathan’s Pond Property
The Jonathan’s Pond property is accessible by traveling approximately 10 kilometres north from the town of Gander, Newfoundland, along highway 330.
Recent exploration activities include:
- In 2021, Exploits completed an airborne VTEM survey conducted by Geotech Ltd. totaling 674 line-km flown
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at 75 m spaced lines, a ground magnetic geophysical grid which covered an area of 4.5 km2 consisting of approximately 80 line-km walked at 50 m line spacings, and a small soil sample grid consisting of 44 samples.
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21 drill holes were completed at the ‘Main Vein’ in 2021 targeting the down-dip extension of outcropping quartz veining, located adjacent to the grab samples containing visible gold and returned fire assays of up to 28.00 g/t Au. Drilling also targeted areas displaying anomalous Au trends defined by SGH (Spatiotemporal Geochemical Hydrocarbon) sampling completed in 2020.
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No field work or site-specific surveys were completed in 2023 or Q1 2024.
Mt. Peyton Property
The Mt. Peyton property is accessible by traveling west on the Trans-Canada Highway approximately 15 km past the town of Glenwood, Newfoundland.
Recent exploration activities include:
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In 2021, VTEM airborne geophysical survey, local ground geophysics surveys, soil sampling grids, prospecting, and drilling were completed. The airborne VTEM survey consisted of 2,183 line-kms conducted at 100 m spaced lines.
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Drilling was completed at both Schooner North and South in 2021 (10 holes at Schooner North, 8 holes at Schooner South).
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2022 exploration on the Mt. Peyton property consisted of additional prospecting and geological mapping. A total 34 rock samples were collected and submitted for analysis.
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The contiguous Glenwood claims were staked in late September 2022, and are located approximately 6.5 kilometres north of the town of Appleton. Simcoe Geoscience was contracted to complete 85 linekilometers of ground (‘walking’) geophysics over the central portion of the claims between February 27[th] and March 17[th] , 2023. Their high-definition magnetics and VLF-EM survey procedures essentially detect structural and alteration features within the underlying bedrock that are may be indicative of gold mineralization. The Company’s local prospecting crew spent May-June of 2023 appraising the Glenwood claims, submitting a total of 158 grab samples (of both bedrock and independent boulders or ‘float’) for multi-metal analysis. No significantly anomalous gold results were returned from the assay laboratory, so the crews pragmatically relocated to the Gazeebow exploration site.
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No field work or site-specific surveys were completed in 2023 or Q1 2024.
Great Bend Property
The Great Bend Property is accessible by traveling approximately 50 km south from the town of Bishops Falls on the Bay d’Espoir Highway.
Recent exploration activities include:
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A VTEM airborne geophysical survey was completed in 2021 over the Great Bend and western Middle ridge properties totaling 6,839 line-km.
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In 2021, soil sampling grids, totaling 386 samples, were conducted over interpreted structures identified from VTEM geophysical analysis. A total of 33 rock/float grab samples were also collected on the Great Bend claims.
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In late 2022, a high resolution, helicopter-mounted light ranging/diffraction system (‘LiDAR’) survey was flown over portions of the Great Bend property.
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Several claims were allowed to expire (‘drop’) on intermittent dates throughout 2023 due to the Company’s plans to reduce exploration efforts/expenditures in the southern Appleton sector. No field work or sitespecific surveys were completed in 2023 on the remaining claims or are planned for 2024.
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Middle Ridge Property
The Middle Ridge property is accessible by traveling approximately 75 km south from the town of Bishop’s Falls on the Bay d’Espoir Highway. The Company has recently released these claims to dedicate resources on its Northern Claims.
Recent exploration activities include:
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In 2021, a VTEM airborne geophysical survey was completed totaling 3,344 line-km.
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In 2022, a high resolution, helicopter-mounted light ranging/diffraction system (‘LiDAR’) survey was flown over portions of the Middle Ridge property.
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The claims were allowed to expire (‘drop’) on intermittent dates throughout 2023 due to the Company’s plans to halt exploration efforts/expenditures within that low(est)-priority locality.
True Grit Property
The True Grit property is accessible by traveling approximately 20 km north from the town of Bay d’Espoir.
Recent exploration activities include:
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In 2021, a VTEM airborne geophysical survey was completed totaling 2,830 line-kms.
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In 2022, a high resolution, helicopter-mounted light ranging/diffraction system (‘LiDAR’) survey was flown over portions of the True Grit property
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Numerous claims were allowed to expire (‘drop’) on intermittent dates throughout 2023 due to the Company’s plans to greatly reduce exploration efforts/expenditures adjacent to the historic True Grit gold showing. No field work or site-specific surveys were completed in 2023 on the remaining claims or are planned for 2024.
Grievances
In a staking rush on October 20, 2020, the Company staked three mineral licenses (31452M, 31453M and 31454M) in Central Newfoundland. The Newfoundland and Labrador Mineral Claims Recorder rejected these license applications. The Company has grieved the Mineral Claims Recorder’s rejection of these license applications under the Mineral Act. The hearing was held in June 2023 before the Mineral Rights Adjudication Board (the “Adjudication Board”), and the Adjudication Board ruled against the Company. However, the Adjudication Board and the Company are agreed that the Company complied in all respects with the Mineral Regulations and the Mineral Act in the staking of these licenses. On September 19, 2023, the Company filed a formal appeal with the supreme court in Newfoundland. Our legal representatives indicated that the queue is long and may or maybe be settled in 2024.
The Company’s mineral property expenditures by property for the 14 months ended December 31, 2023 consists of:
| Period Ended: | Great Bend | True Grit | Mt. Peyton (North and South) |
Gazeebow | Dog Bay | Middle Ridge |
Bullseye | General | Total |
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Airborne surveys | 79,502 | 79,502 | - | 121,621 | 168,419 | 146,729 | 371,589 | - | 967,362 |
| Assays | - | - | - | 120,829 | 229,584 | - | 515,472 | - | 865,885 |
| Claim Maintenance | - | - | 78,750 | 141,750 | 33,406 | - | 80,728 | 9,225 | 343,859 |
| Fieldwork and Consumables | - | - | - | 59,487 | 15,517 | - | 228,589 | 22,259 | 325,852 |
| Geological consulting | 23,380 | 23,80 | 23,380 | 76,432 | 8,000 | 32,013 | 127,423 | - | 314,008 |
| Diamond Drilling | - | - | - | - | 244,777 | - | 1,885,163 | - | 2,129,940 |
| Geophysics | - | - | - | - | - | - | 217,507 | - | 217,507 |
| Rentals | 4,223 | 4,223 | - | 26,165 | 28,420 | 4,223 | 146,186 | 9,003 | 222,443 |
| Travel | - | - | - | 22,577 | 36,015 | - | 65,675 | - | 124,267 |
| Wages | - | - | - | 367,256 | 232,123 | - | 1,046,217 | - | 1,645,596 |
| Total | 107,105 | 107,105 | 102,130 | 936,117 | 996,261 | 182,965 | 4,684,549 | 40,487 | 7,156,719 |
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Financial Instruments and Risk Management
Financial instruments risk
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counter party limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is defined as the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The maximum exposure to credit risk is the carrying amount of the Company’s financial assets.
Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle its obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds available to meet its short-term business requirements by taking into account the anticipated cash expenditures for its exploration and other operating activities, and its holding of cash and cash equivalents. The Company will pursue further equity or debt financing as required to meet its commitments. There is no assurance that such financing will be available or that it will be available on favourable terms.
As at December 31, 2023, the Company’s financial liabilities consist of its accounts payable and accrued liabilities and, which are all current obligations.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to foreign exchange risk is minimal.
Capital Management
The Company monitors its equity as capital. The Company’s objectives in managing its capital are to maintain a sufficient capital base to support its operations and to meet its short-term obligations and at the same time preserve inventor’s confidence and retain the ability to seek out and acquire new projects of merit. The Company is not exposed to any externally imposed capital requirements.
Related Party Transactions
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management personnel include the Board of Directors and the executive management team.
Compensation for key management personnel of the Company for the 14 months ended December 31, 2023 and October 31, 2022 was as follows:
| 2023 | 2022 | |
|---|---|---|
| $ | $ | |
| Management fees and wages paid to key management and directors | 980,773 | 738,825 |
| Geological consulting paid to a company with common directors | 66,950 | 81,000 |
| Share-based compensation | 286,301 | 489,678 |
| 1,334,024 | 1,309,503 |
As at December 31, 2023, $nil (October 31, 2022 - $94,818) included in accounts payable is due to related parties. These amounts are non‐ interest bearing, unsecured and due on demand.
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Liquidity, Capital Resources and Going Concern
The financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to obtain adequate financing in the future. Working capital at December 31, 2023 was $7,826,403. The Company estimates based on its current working capital and December 2023 financing that it has sufficient funds to operate for the ensuing 12 months.
The Company’s cash resources may be sufficient to meet its working capital and mineral property requirements for the pursuing year, however, the Company has no source of revenue and therefore management will continue to seek new sources of capital to maintain its operations and to further the development and acquisition of its mineral properties.
Outstanding Share Data
Exploits Discovery Corp. is authorized to issue an unlimited number of common shares.
As of April 16, 2024, the date of this MD&A, the number of common shares outstanding or issuable under other outstanding securities of the Company was as follows:
==> picture [453 x 65] intentionally omitted <==
----- Start of picture text -----
Common Shares Number
Outstanding 156,629,845
(1)
Issuable upon the exercise of stock options 8,175,000
Fully diluted common shares 164,804,845
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(1) There were 8,175,000 stock options under the Company's Stock Option Plan outstanding to directors, officers and consultants with exercise prices ranging from $0.11 to $1.19 per common share.
Securities held in escrow
Upon closing of the IPO, 2,765,000 common shares of the Company outstanding at October 31, 2018 were subject to an Escrow Agreement. Under the Escrow Agreement, 10% of the escrowed common shares were released from escrow on the date the Company’s common shares are listed for trading (the "Initial Release") and an additional 15% was released on the dates that are 6 months, 12 months, 18 months, 24 months, 30 months, and 36 months following the Initial Release. On June 3, 2022 the remaining shares were released from escrow.
Business Risks
Natural resources exploration, development, production and processing involve a number of business risks, some of which are beyond the Company's control. These can be categorized as operational, financial and regulatory risks.
Operational risks include finding and developing reserves economically, marketing production and services, product deliverability uncertainties, changing governmental law and regulation, hiring and retaining skilled employees and contractors and conducting operations in a cost effective and safe manner. The Company continuously monitors and responds to changes in these factors and adheres to all regulations governing its operations. Financial risks include commodity prices, interest rates and foreign exchange rates, all of which are beyond the Company's control.
Regulatory risks include possible delays in getting regulatory approval to the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings as well as the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.
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Competition
The mineral exploration and mining business is competitive in all of its phases. The Company will compete with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for and the acquisition of attractive exploration and evaluation properties. The Company’s ability to acquire properties in the future will depend not only on its ability to develop its present Property, but also on its ability to select and acquire suitable prospects for mineral exploration or development. There is no assurance that the Company will be able to compete successfully with others in acquiring such prospects.
Price Volatility and Lack of Active Market
In recent years, the securities markets in Canada and elsewhere have experienced a high level of price and volume volatility, and the market prices of securities of many public companies have experienced significant fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any quoted market for the Company’s securities will be subject to such market trends and that the value of such securities may be affected accordingly.
Key Executives
The Company is dependent on the services of key executives and a small number of highly skilled and experienced consultants and personnel, whose contributions to the immediate future operations of the Company are likely to be of importance. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. Due to the relatively small size of the Company, the loss of these persons or the Company’s inability to attract and retain additional highly skilled employees or consultants may adversely affect its business and future operations. The Company does not currently carry any key man life insurance on any of its executives.
Potential Conflicts of Interest
Certain directors and officers of the Company are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of the Company. Directors and officers of the Company with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulation, rules and policies.
Dividends
The Company has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intends to employ available funds for mineral exploration and development. Any future determination to pay dividends will be at the discretion of the Board of Directors of the Company and will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors of the Company deem relevant.
Nature of the Securities
The purchase of the Company’s securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company’s securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company’s securities should not constitute a major portion of an investor's portfolio.
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Comparative Properties
This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties are not indicative of mineral deposits on the Company’s properties.
Off-Balance Sheet Transactions
The Company has not entered into any significant off-balance sheet arrangements or commitments.
Critical Accounting Estimates
The preparation of the financial statements requires management to make certain estimates, judgments and assumptions that affect the amounts reported and disclosed in its financial statements and related notes. Those include estimates that, by their nature, are uncertain and actual results could differ materially from those estimates. The impacts of such estimates may require accounting adjustments based on future results. Revisions to accounting estimates are recognized in the period in which the estimate is revised. The preparation of the financial statements requires the Company to make judgements regarding the going concern of the Company and discussed in Note 1 of the audited financial statements. The areas which require management to make significant estimates, judgments and assumptions in determining carrying values include:
Exploration and evaluation assets
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. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.
Share-based compensation
The fair value of stock options and non-cash compensation are subject to limitations in Black-Scholes option pricing and fair value estimates that incorporate market data involving uncertainty in estimates used by management in the assumptions. The BlackScholes option pricing model has subjective assumptions, including the volatility of share prices, which can materially affect the fair value estimate.
Going concern
The preparation of the financial statements requires management to make judgments regarding the going concern of the Company as previously discussed in Note 1 of the accompanying unaudited consolidated financial statements for the 14 months ended December 31, 2023.
Income taxes
The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in Canada and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, the deferral and deductibility of certain items and the interpretation of the treatment for tax purposes for exploration and development activities. The Company is subject to assessment by Canadian tax authorities, which may interpret legislation differently which may affect the final amount or timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.
Deferred Flow-Through Premium Estimates
Recorded costs of flow-through share premium liabilities reflect premiums received by the Company on the issue of flow-through
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shares. The premium is subject to measurement uncertainties and requires the Company to assess the value of non-flow-through shares. The determination is subjective and does not necessarily provide a reliable single measure of the fair value of the premium liability.
Proposed Transactions
None.
Qualified Person
The technical content disclosed in this MD&A report regarding the Company’s exploration activities has been reviewed and approved by Ken Tylee, P. Geo., a Qualified Person as defined under National Instrument 43-101. Mr. Tylee certifies that this MD&A report fairly and accurately represents the information for which he is responsible.
Approval
The Audit Committee on behalf of the Board of Directors of the Company approved the disclosures contained in this MD&A.
Other Information
Additional information related to the Company and risk factors is available for viewing on SEDAR at www.sedarplus.ca.
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