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Formation Metals Inc. — Management Reports 2025
Jul 30, 2025
48467_rns_2025-07-29_0fef9e65-dc6f-469e-9778-de7c3a8afeec.pdf
Management Reports
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FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
The effective date of this report is July 29, 2025
Management Discussion & Analysis:
Management’s discussion and analysis (“MD&A”) provides a detailed analysis of the results and financial condition of Formation Metals Inc. (the “Company” or “Formation”) for the year ended March 31, 2025. The following management discussion and analysis, prepared as of July 29, 2025, should be read together with the financial statements for the year ended March 31, 2025, prepared in accordance with International Financial Reporting Standards (“IFRS”). The MD&A supplements, but does not form part of the financial statements. Management is responsible for the preparation of the financial statements and the MD&A for the year ended March 31, 2025. News releases and previous filings may be found on SEDAR+ at www.sedarplus.ca.
Forward Looking Statements:
This Management Discussion and Analysis contains certain forward-looking statements and information relating to Formation that is based on the beliefs of the Company, or management, as well as assumptions made by and information currently available to the Company or management. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect”, “implied”, “intend” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted with the inflationary pressures, rising interest rates, the global financial climate and the conflicts in Ukraine and the Middle East affecting current economic conditions and increasing economic uncertainty. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, implied, expected or intended. In each instance, forward-looking information should be considered in the light of the accompanying meaningful cautionary statements herein. Formation cautions that forward-looking statements involve risk and uncertainty.
Description of Business:
The Company was incorporated on March 1, 2022 under the laws of British Columbia. For the year ended March 31, 2024. The Company’s head office address is #1245 – 200 Granville Street, Vancouver, BC V6C 1S4, Canada. The registered and records office address is 400 – 1681 Chestnut Street, Vancouver BC, V7Y 1G5, Canada.
The Company is listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol FOMO, the OTCQB Venture Market (“OTCQB”) under the symbol FOMTF, and in Germany under the symbol VF1. The Company’s principal business activities include the acquisition and exploration of mineral property assets. Its portfolio includes Nicobat, a Nickel-Copper-Cobalt property in Ontario, and the N2 Gold project in Quebec.
On March 10, 2022, the Company entered into an Arrangement Agreement (the “Arrangement”) with Usha Resources Ltd. (“USHA”) to transfer the Nicobat Nickel-Copper-Cobalt property (“Nicobat”) to the Company whereby USHA shareholders will be issued one (1) share of the Company with respect to every five (5) shares of USHA owned on the share distribution record date (the “Share Distribution Record Date”), which was determined by USHA’s Board of Directors to be April 12, 2023. Pursuant to the arrangement agreement and on the payable date of April 20,
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
2023, USHA completed the transfer of the Property and distributed 9,480,474 common shares of the Company to the USHA shareholders on a pro rata basis.
Overall Performance
The Company does not generate revenues from operations. The Company’s net loss for the year ended March 31, 2025 was $3,133,327.
Working capital as at March 31, 2025 was $1,741,158 (March 31, 2024: $687,148), and comprised cash of $1,305,758 (March 31, 2024: $713,416), receivables of $66,129 (March 31, 2024: $8,214), prepaid expenses of $511,751 (March 31, 2024: $nil) and accounts payable and accrued liabilities of $142,480 (March 31, 2024: $34,482).
During the year ended March 31, 2025, the Company issued 16,810,000 common shares as stated below:
i) 2,840,000 stock options were exercised at a price of $0.135 per share.
ii) 2,840,000 restricted share units were converted.
iii) 2,050,000 restricted share units were converted.
iv) 1,300,000 restricted share units were converted.
v) 6,780,000 warrants were exercised at a price of $0.20 per share.
vi) 1,000,000 common shares issued pursuant to acquisition of 100% interest in N2 Gold property (“N2”) in Quebec.
Following the issuance of the shares, there were 18,265,000 issued and outstanding common shares in the capital of the Company.
As at March 31, 2025, there were 1,476,648 (2024 – nil) shares in escrow.
Summary of Exploration and Corporate Activities
Exploration and evaluation costs incurred during the year ended March 31, 2025, were as follows:
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
| Acquisition Costs | Nicobat, Ontario | N2, Quebec | Total |
|---|---|---|---|
| Balance, March 31, 2023 | $ - | $ - | $ - |
| Contribution from spin-out assets: | |||
| Acquisition costs | 245,000 | - | 245,000 |
| Consulting fees | 36,094 | - | 36,094 |
| Title claim fees | 3,077 | - | 3,077 |
| Geological reports | 13,368 | - | 13,368 |
| Assay sampling | 23,313 | - | 23,313 |
| Drilling expenses | 197,229 | - | 197,229 |
| Field expenses | 10,390 | - | 10,390 |
| Balance, March 31, 2024 | 528,471 | - | 528,471 |
| Issuance of common shares | - | 210,000 | 210,000 |
| Cash consideration | - | 50,000 | 50,000 |
| Balance, March 31, 2025 | $ 528,471 | $ 260,000 | $ 788,471 |
Exploration Advances:
| Balance, March 31, 2023 and March 31, 2024 | $ | - | $ | - | $ | - |
|---|---|---|---|---|---|---|
| Exploration advance | 114,985 | - | 114,985 | |||
| Balance, March 31, 2025 | $ | 114,985 | $ | - | $ | 114,985 |
Exploration Expenditures:
| Balance, March 31, 2023 | $ | - | $ | - | $ | - |
|---|---|---|---|---|---|---|
| Field Expenses | 1,441 | - | 1,441 | |||
| Title claim fees | 357 | - | 357 | |||
| Balance, March 31, 2024 | 1,798 | - | 1,798 | |||
| Field Expenses | 20,000 | 22,500 | 42,500 | |||
| Title claim fees | 190 | - | 190 | |||
| Balance, March 31, 2025 | $ | 21,988 | $ | 22,500 | $ | 44,488 |
| Balance, March 31, 2024 | $ 530,269 | $ - | $ 530,269 | |||
| --- | --- | --- | --- | |||
| Balance, March 31, 2025 | $ 665,444 | $ 282,500 | $ 947,944 |
Nicobat Nickel Project
The Company's first acquisition is an 85% interest in the Nicobat Nickel-Copper-Cobalt Project and was acquired through an Arrangement Agreement between USHA and the Company whereby USHA shareholders were to be issued one (1) share of the Company with respect to every five (5) shares of USHA owned on the share distribution record date, which was subsequently determined to be April 12, 2023, in exchange for the Property.
Pursuant to the arrangement agreement and on the payable date of April 20, 2023, USHA completed the transfer of the Property and distributed 9,480,474 common shares of the Company to the USHA shareholders on a pro rata basis. A 2% net smelter royalty (NSR) is held by Emerald Lake Development Corporation (the "Vendor") and Formation has the right to at any time acquire up to 1.5% of the vendor held 2% NSR royalty, free and clear of any liens, charges or encumbrances whatsoever, upon payment of $CDN 2,000,000.
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
N2 Gold Project
The Company’s second acquisition is an option to acquire 100% interest in the N2 Gold property located in Northwestern Quebec. The Company can acquire a 100% interest in the property by paying an aggregate of $550,000 in cash and issuing an aggregate of 4,000,000 common shares to Wallbridge Mining and completing $5,000,000 of work expenditures on the N2 property as indicated in the table below:
| Common shares | Cash payment | Work commitment | |
|---|---|---|---|
| Signing | 1,000,000 | $ 50,000 | $ - |
| 1st Anniversary | 1,000,000 | 50,000 | 400,000 |
| 2nd Anniversary | 1,000,000 | 50,000 | 600,000 |
| 3rd Anniversary | - | 100,000 | 1,200,000 |
| 4th Anniversary | - | 100,000 | - |
| 5th Anniversary | - | 100,000 | - |
| 6th Anniversary | 1,000,000 | 100,000 | 2,800,000 |
| 4,000,000 | $ 550,000 | $ 5,000,000 |
In January 2025, the Company paid $50,000 and issued 1,000,000 common shares to Wallbridge Mining pursuant to the option agreement.
Critical accounting policies and estimates
The preparation of the annual financial statements in accordance with International Financial Reporting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. A detailed description of these matters, as well as the significant accounting policies adopted by the Company are disclosed in the notes to the audited financial statements for the year ended March 31, 2025.
Financial Instruments
IFRS 9 establishes three primary measurement categories for financial assets: fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”) and amortized cost. The basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the instrument.
The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit and loss (“FVTPL”), or fair value through other comprehensive income (loss) (“FVOCI”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified and measured at amortized cost or FVTPL.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.
The Company classifies its financial instruments as follows:
| Asset or Liability | IFRS 9 Classification |
|---|---|
| Cash | Amortized cost |
| Receivables | Amortized cost |
| Prepaid expenses | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
A fuller description of financial instruments is provided in Note 4 to the audited financial statements for the year March 31, 2025.
Recent Accounting Pronouncements
Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or International Financial Reporting Interpretations Committee.
The Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments require the disclosure of 'material' rather than 'significant', accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in certain instances.
Selected Annual Information
The following table sets out certain audited consolidated financial information for the Company for each of the last three fiscal years.
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
| Fiscal year ended March 31 | 2025 | 2024 | 2023 |
|---|---|---|---|
| Loss and comprehensive loss | $ 3,133,327 | $ 141,946 | $ 119,108 |
| Exploration & evaluation assets | 947,944 | 530,269 | - |
| Total assets | 2,831,582 | 1,251,899 | 2,005 |
| Deficit | 3,394,381 | 261,054 | 119,108 |
Summary of Quarterly Results & Results of Operations
The table below provides, for each of the last eight quarterly periods, a summary of corporate losses and is derived from unaudited quarterly financial statements prepared by management. The Company’s condensed interim financial statements were prepared in accordance with IFRS applicable to interim financial statements and are expressed in Canadian dollars.
| Loss per quarter | Loss per share | Property costs | |
|---|---|---|---|
| January 1, 2023 – March 31, 2023 | $ 119,095 | $ 119,095 | $ - |
| April 1, 2023 – June 30, 2023 | 22,422 | - | - |
| July 1, 2023 – September 30, 2023 | 67,673 | 0.01 | 177 |
| October 1, 2023 – December 31, 2023 | 47,722 | - | 1,264 |
| January 1, 2024 – March 31, 2024 | 4,128 | - | 357 |
| April 1, 2024 – June 30, 2024 | 15,105 | - | - |
| July 1, 2024 – September 30, 2024 | 14,092 | - | 21 |
| October 1, 2024 – December 31, 2024 | 1,081,981 | 0.04 | - |
| January 1, 2025 – March 31, 2025 | 2,022,149 | 0.05 | 42,669 |
Discussion of Operations for the year ended March 31, 2025
The Company had a net loss and comprehensive loss of $3,133,327 for the year ended March 31, 2025, (2024 – $141,946). The Company’s significant operating expenses include the following:
- Consulting and management fees of $214,250 (2024 – $nil)
- Shareholder communications’ expenses of $96,801 (2024 – $32,750)
- Share-based payments of $2,655,612 (2024 – $nil)
- Rent and administration of $73,275 (2024 – $57,197)
- Professional fees of $70,497 (2024 – $56,092)
- Regulatory and filing fees of $37,756 (2024 – $4,975)
The overall expenses during the period were higher than the comparative period. The increase is mostly attributable to higher share-based compensation expense, consulting and management fees, rent and administration, professional fees, and shareholder communications’ expenses.
Consulting and management fees of $214,250 (2024 – $nil) relate to fees paid to consultants for the Company’s business advisory, management, and corporate compliance services. These general consulting expenses cannot be directly attributed to any particular project and relate to the Company’s activity; therefore, they have been expensed as general consulting. Consulting and management fees were higher than in the comparative period due to increase in corporate activity during the year, including completion of the Company’s listing on the CSE, the OTCQB, and various German stock exchanges, and the acquisition of the N2 property
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
Shareholder communications' expense of $96,801 (2024 – $32,750) consist of payments for corporate development and payments to consultants for various marketing and promotional activities of the Company and its projects. The budget for shareholder communications and related expenses was higher than the comparative period due to increase in corporate activity during the year, including completion of the Company's listing on the CSE, the OTCQB, and various German stock exchanges, and the acquisition of the N2 property.
Share-based payments of $2,655,612 (2024 – $nil) relates to the vested fair value of the restricted share units and stock options issued to consultants of the Company pursuant to the Company's Share Option Plan.
Rent and administration expense of $73,275 (2024 – $57,197) relate to rent and office expenses. The increase from the prior year reflects the increase in activity at the Company during the year.
Professional fees of $70,497 (2024 – $56,092) consist of the legal, financial reporting, and audit expenses.
Regulatory and filing fees of $37,756 (2024 – $4,975) relates to the listing and filing fees during the year. The increase pertains to the application and related fees for listing the Company on the CSE, the OTCQB and various German stock exchanges.
During the year ended March 31, 2025, the Company granted 7,290,000 stock options (2024 – nil) having a total fair value of $618,612 (2024 – $nil) and a weighted average exercise price of $0.18 (2024 – $nil) per option. During the year ended March 31, 2025, the Company recognized share-based compensation of $618,612 (2024 – $nil) relating to options vested during the year.
The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Risk-free interest rate | 2.98% | Nil% |
| Expected dividend yield | Nil | Nil |
| Expected stock price volatility | 88.81% | Nil% |
| Expected life | 2 years | Nil |
| Expected forfeiture rate | Nil | Nil |
During the year ended March 31, 2025, 2,840,000 of the outstanding stock options were exercised. The corresponding amount of $151,781 was transferred from reserves to share capital.
During the year ended March 31, 2025, the Company granted 10,000,000 restricted share units (RSUs) (March 31, 2024 – nil) having a total fair market value of $2,037,000 (March 31, 2024 – $nil) and recognized a share-based compensation of $2,037,000 (March 31, 2024 – $nil) relating to RSUs vested during the year.
During the year ended March 31, 2025, 6,190,000 of the outstanding RSUs were exercised. The corresponding amount of $1,138,900 was transferred from reserves to share capital.
Liquidity, Capital Resources and Capital Expenditures
As at March 31, 2025, the Company's working capital, defined as current assets less current liabilities, was $1,741,158 (2024: $687,148).
Other sources of funds potentially available to the Company are through:
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
- Exercise of the non-flow through warrants to purchase up to 12,220,000 common shares at a price of $0.20 per share expiring on November 3, 2025
- Exercise of the non-flow through warrants to purchase up to 6,045,000 common shares at a price of $0.30 per share expiring on January 31, 2027.
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital. The factors considered by management are disclosed in Note 1 of the financial statements. The successful completion of such financing is not guaranteed, and depends on a number of factors, including the general sentiment in the capital markets, the strength of commodities prices and the strength of the local and global economies.
Contractual Obligations
The Company has no contractual obligations.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements.
Financial risk factors
The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2025, the Company’s cash and receivables exceeded its current liabilities. In order to meet future obligations as they become due, the Company may need to access funding from the issuance of equity securities, the exercise of stock options or through other sources. The Company’s access to financing is uncertain and there is no assurance of continued access to equity funding.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.
a) Interest rate risk
The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant.
b) Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in a foreign
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
currency. As at March 31, 2025, the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant.
c) Price risk
Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
The Company’s business and operations could be adversely affected by general workforces, economies and financial markets globally. Examples include but are not limited to the inflationary pressures, rising interest rates, the global financial climate and the conflicts in Ukraine and the Middle East are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position and the Company’s ability to raise funds at this time. While the Company has been successful in obtaining its required financing in the past, there is no assurance that such financing will be available or be available on favorable terms. An inability to raise additional financing may impact the future assessment of the Company as a going concern. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
During the year ended March 31, 2025, $92,871 (2024 – $6,455) was due to related parties included in accounts payable and accrued liabilities:
| Name of the Key management personnel | Company’s Name | Nature of Transaction | Year ended March 31, 2025 | Year ended March 31, 2024 |
|---|---|---|---|---|
| Navin Varshney, Director | Individual | Reimbursement | $ 2,000 | $ 2,000 |
| Deepak Varshney, CEO | Individual | Reimbursement | 21,871 | 162 |
| Deepak Varshney, CEO | 1473632 BC Ltd. | Management and exploration consulting fees | 63,000 | - |
| Khalid Naeem, CFO | Aterna Advisors Inc. | Accounting fees | 6,000 | 4,293 |
During the year ended March 31, 2025, $3,515 (2024 – $3,515) due from USHA was included in receivables.
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
its directors and officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.
Outstanding Share Data
Authorized Capital
Unlimited common shares with no par value and unlimited preferred shares with no par value.
Issued and Outstanding Capital
45,290,474 common shares were issued and outstanding at March 31, 2025, and 28,480,474 as at March 31, 2024.
Stock Options, Restricted Share Units, and Warrants Outstanding
| Number | Exercise Price | Expiry Date | |
|---|---|---|---|
| Non-flow through warrants | 12,220,000 | $ 0.20 | November 3, 2025 |
| Non-flow through warrants | 6,045,000 | 0.30 | January 31, 2027 |
| Stock options | 3,100,000 | 0.20 | November 8, 2026 |
| Stock options | 800,000 | 0.23 | January 3, 2027 |
| Stock options | 550,000 | 0.21 | February 5, 2027 |
| Restricted Share Units | 160,000 | - | December 10, 2027 |
| Restricted Share Units | 3,650,000 | - | December 31, 2028 |
Subsequent Events
On April 3, 2025, the Company issued 25,000 shares for warrants exercised at an exercise price of $0.30.
On April 4, 2025, the Company issued 100,000 shares for warrants exercised at an exercise price of $0.20.
On April 11, 2025, the Company issued 150,000 shares for warrants exercised at an exercise price of $0.20.
On April 17, 2025, the Company issued 175,000 shares for warrants exercised at an exercise price of $0.20.
On April 17, 2025, the Company issued 250,000 shares upon exercise of RSUs.
On April 25, 2025, the Company issued 200,000 shares for warrants exercised at an exercise price of $0.20.
On April 29, 2025, the Company issued 21,000 shares for warrants exercised at an exercise price of $0.20.
On May 1, 2025, the Company granted 100,000 RSUs to a Consultant, of which 50% vested immediately and were exercised on May 9, 2025. The remaining 50% will vest within six months from the grant date.
On May 9, 2025, the Company issued 800,000 shares upon exercise of RSUs.
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
On May 9, 2025, the Company issued 140,000 shares for warrants exercised at an exercise price of $0.20.
On May 16, 2025, the Company issued 250,000 shares upon exercise of RSUs.
On May 23, 2025, the Company issued 100,000 shares for warrants exercised at an exercise price of $0.20.
On May 29, 2025, the Company issued 150,000 shares upon exercise of RSUs.
On May 29, 2025, the Company issued 100,000 shares for warrants exercised at an exercise price of $0.20.
On June 13, 2025, the Company issued 385,000 shares upon exercise of RSUs.
On June 13, 2025, the Company closed the first tranche of its Private Placement raising gross proceeds of $1,645,450 through the issuance of 4,701,286 flow-through units at $0.35 per unit. Each unit consisted of one flow-through common share (each a “FT Share”) and one transferable common share purchase warrant (each a “Warrant”), with each Warrant entitling the holder to purchase one additional common share (a “Warrant Share”) at an exercise price of $0.60 per Warrant Share for a period of two (2) years from the date of closing of the Private Placement (the “Expiry Date”). The Company paid finder’s fees of $115,182 cash and 329,090 finder’s warrants (each a “Finder’s Warrant”) to arm’s length parties, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. The Finder’s Warrants are non-transferable and exercisable at $0.60 per Share until the Expiry Date. The securities issued in connection with the Private Placement are subject to a four-month statutory hold period expiring on October 14, 2025.
On June 20, 2025, the Company issued 200,000 shares upon exercise of RSUs.
On June 20, 2025, the Company issued 350,000 shares for warrants exercised at an exercise price of $0.20.
On July 4, 2025, the Company issued 200,000 shares upon exercise of RSUs.
On July 4, 2025, the Company issued 450,000 shares for warrants exercised at an exercise price of $0.20.
On July 11, 2025, the Company issued 140,000 shares for warrants exercised at an exercise price of $0.20.
On July 18, 2025, the Company closed the second tranche of its Private Placement raising gross proceeds of $501,900 through the issuance of 1,434,000 flow-through units at $0.35 per unit. Each unit consisted of one flow-through common share (each a “FT Share”) and one transferable common share purchase warrant (each a “Warrant”), with each Warrant entitling the holder to purchase one additional common share (a “Warrant Share”) at an exercise price of $0.60 per Warrant Share for a period of two (2) years from the date of closing of the Private Placement (the “Expiry Date”). The Company paid finder’s fees of $35,133 cash and 100,380 finder’s warrants (each a “Finder’s Warrant”) to arm’s length parties, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. The Finder’s Warrants are non-transferable and exercisable at $0.60 per Share until the Expiry Date.
On July 18, 2025, the Company closed the first tranche of its Private Placement to issue CFT 4MH Units raising gross proceeds of $750,000 through the issuance of 1,724,138 flow-through units at
FORMATION METALS INC.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
$0.435 per unit. Each CFT 4MH Unit consists of one Share (a “CFT 4MH Share”) and one common share purchase warrant (a “CFT 4MH Warrant”), with each CFT 4MH Warrant exercisable to acquire one Warrant Share at an exercise price of $0.60 until the Expiry Date. Each CFT 4MH Share qualifies as a “flowthrough share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). In connection with the CFT 4MH Unit Offering, the Company paid finder’s fees of $17,723.97 cash and 56,700 nontransferable Finder’s Warrants to arm’s length parties, in accordance with applicable securities laws and the policies of the CSE. The Finder’s Warrants are exercisable at $0.60 per Share until the Expiry Date. The securities issued in connection with the CFT 4MH FT Offering are subject to a statutory hold period of four months following the date of issuance in accordance with applicable Canadian securities laws.
On July 18, 2025, the Company closed the Private Placement to issue CFT Units raising gross proceeds of $1,092,500 through the issuance of 2,185,000 flow-through units at $0.50 per unit. Each CFT Unit consists of one Share (a “LIFE CFT Share”) and one common share purchase warrant (a “LIFE Warrant”) with each LIFE Warrant exercisable to acquire one additional Share of the Company at an exercise price of $0.60 until the Expiry Date. Each LIFE CFT Share qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). The LIFE Offering was conducted under the listed issuer financing exemption as per Part 5A of National Instrument 45-106 – Prospectus Exemptions to qualified investors in Canada. As a result, the securities issued in the LIFE Offering are not subject to a hold period under the prevailing Canadian securities laws.