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Gamma Resources Ltd. Management Reports 2025

Aug 30, 2025

43909_rns_2025-08-29_d1adfd5d-3196-42e5-aa2f-adf499659d18.pdf

Management Reports

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GAMMA RESOURCES LTD.
(formerly known as GABO Mining Ltd.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS – QUARTERLY HIGHLIGHTS

For the three months ended June 30, 2025

Dated: August 28, 2025


Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

The following Management's Discussion and Analysis ("MD&A") is prepared as at August 29, 2025 and is intended to help the reader understand the accompanying audited consolidated financial statements of Gamma Resources Ltd. (formerly GABO Mining Ltd.) (the "Company" or "GAMA"). The information provided herein should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and notes for the three months ended June 30, 2025 and the Company's audited consolidated financial statements and notes for the year ended March 31, 2025.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls to ensure that information used internally or disclosed externally, including the accompanying unaudited consolidated interim financial statements and this MD&A, is complete and reliable.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements within the meaning of applicable Canadian securities legislation and Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934.

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by the use of certain terminology, including "will", "believes", "may", "expects", "should", "could", "seeks", "anticipates" or "intends" or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are statements that are not historical facts, and include but are not limited to, estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to the effectiveness of the Company's business plan, future operations, the impact of regulatory initiatives on the Company's operations; general industry and macroeconomic growth rates; expectations related to possible joint and/or strategic ventures, the entering into of feedstock supply agreements and the ability of the Company to finance and advance one or more rare earth processing facility, and other statements regarding future performance.

Forward-looking statements used in this discussion are subject to various risks and uncertainties, including the risks of price fluctuations of rare earths, risks of obtaining required financing on suitable terms, or at all, risks of competition from larger, financially stronger competitors, and other mineral resource industry risks most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

SUMMARY OF BUSINESS

The unaudited condensed consolidated interim financial statements of the Company for the three months ended June 30, 2025 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

From inception until 2009, the Company explored a portfolio of mineral projects. In September 2009 the Company announced it would explore for lithium, rare earth elements ("REEs") and other metals related to clean energy. In evaluating these opportunities, the Company recognized the need for REE processing technologies that comply with health, safety, and environmental best practice. This led to the Company's exclusive agreement with ACDC Metals Ltd ("ACDC") and the Company's investment in ACDC, which trades on the Australian stock exchange (ASX:ADC). For more information on the Company's exploration of REEs see the Company's MD&A for the year ended March 31, 2025.

On April 16, 2025 GAMA announced its intention to expand its role in supplying the critical raw materials essential to both national security and global clean energy objectives by entering into an agreement with C Bar B Properties Corporation, pursuant to which the Company has been granted a four-year lease, with exclusive option to purchase, two advanced-stage uranium exploration projects located in Utah and New Mexico, United States: Green River Project (Utah) and Mesa Arc Project (New Mexico).

GAMA is a publicly traded resource company focused on critical minerals within the Americas. The Company's principal focus is advancing uranium assets in Utah and New Mexico through exploration work. We are building on a strong foundation of substantial historic data, known high-grade uranium zones, and a geologically favourable setting. With momentum building behind nuclear energy as a clean, reliable pillar of the U.S. energy mix, Gamma is well positioned to play a meaningful role in strengthening the domestic uranium supply chain and supporting the country's long-term energy security goals.

Additional information relating to the Company is available on the SEDAR+ website: www.sedarplus.ca under "Gamma Resources Ltd."

All currency amounts are in Canadian dollars unless otherwise indicated.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

MAJOR INTERIM PERIOD OPERATING RESULTS

AGREEMENT TO EXPAND INTO THE URANIUM BUSINESS

During the quarter, effective April 14, 2025, the Company entered into an agreement with C Bar B Properties Corporation, pursuant to which the Company has been granted a four-year lease, with exclusive option to purchase, two advanced-stage uranium exploration projects located in Utah and New Mexico, United States. The agreement is subject to final approval of the TSX Venture Exchange. The Company's immediate focus will be on the Green River project.

Green River project -- Utah

  • Located in Emery county's San Rafael mining district, the Green River project comprises 41 unpatented lode mining claims targeting uranium mineralization in the Salt Wash Member of the Morrison Formation.
  • The project is adjacent to Western Uranium Vanadium Corp's San Rafael project and lies just 11 km from the Maverick Minerals uranium/vanadium processing plant.
  • Uranium deposits held by third parties near the Green River project include Deep Gold, Down Yonder, 4484 deposit, North deposit and Jackrabbit. Historical data for these nearby deposits north of the Green River project described a combined total indicated resource of 3,404,593 pounds, and an inferred resource of 1,859,532 lb U3O8.
  • Additionally, three nearby mines, the Snow, Lucky and Probe mines, produced a total of approximately one million lb U3O8 from the same host formation between 1973 and 1982.
  • The reader is cautioned that mineralization similar to that known from adjacent project areas may not be indicative of mineralization that may be discovered on the Green River project.
  • Claims are royalty-free and benefit from prior exploration infrastructure and data.
  • Mineralization style and geology are supportive of potential ISR development.

Mesa Arc project -- New Mexico

  • The Mesa Arc project includes 41 lode mining claims in northern New Mexico. Historical uranium production and mineralization are well documented across the district.
  • Uranium mineralized bodies have been identified in prior drilling and were the subject of an internal resource estimate by Magnum Uranium Corp. in 2006.
  • This historical (non-National Instrument 43-101 compliant) resource estimate suggested 2.5 to 3.0 million pounds of U3O8 on the Mesa Arc project claims.
  • Potential for strike and down-dip extensions remains open.
  • Claim consolidation and expansion initiatives under way.
  • Phase exploration planned for Q2.

Key terms of the lease agreement

  • Initial consideration:
  • a) US$50,000 upon signing (paid subsequently).
  • b) US$200,000 payable within 120 days of execution, which has not been paid however the Company has until November 10, 2025 to complete this payment.
  • Annual lease payments:
  • a) US$250,000 on each of the first, second and third anniversaries.
  • b) Option to purchase:

Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

  • Exclusive option to acquire a 100% interest in both project areas for a cash payment of US$1.8 million at any time during the four-year lease term.
  • The initial consideration and all annual lease payments are creditable toward the purchase price.
  • Option exercisable at any time during the four-year lease term.
  • No royalty or minimum work obligation:
    a) No production royalty payable to the vendor.
    b) No exploration or development spending commitments.
  • Additional rights:
    a) Full ISR, mining, surface and subsurface rights granted.
    b) All exploration data generated remains the sole property of the Company.
    c) One-mile area of interest safeguarded, with two-year post-termination restriction on competing claims or acquisitions.

On July 31, 2025, the Company announced staking increases to the Mesa Arc project. This strategic expansion significantly increases Gamma's uranium exploration footprint in the Chama Basin of the prolific Colorado Plateau. These newly acquired claims complement the previously leased 41 claims forming the Mesa Arc Project, which now spans approximately 4,520 acres.

Further information is available in the Company's news releases of April 14, 2025 and July 31, 2025.

SUMMARY OF RECENT DEVELOPMENTS

  • On June 5, 2025, the Company announced the appointments of Stephen Goodman and John Carden as directors of the Company and accepted the resignation of John Cunningham as a director.
  • Effective June 16, 2025, the Company changed its name to Gamma Resources Ltd. and commenced trading under the new ticker symbol "GAMA" on the TSX Venture Exchange. In connection with the name change, the Company's common shares have been assigned a new CUSIP number (36467U103) and ISIN (CA36467U1030).
  • On July 11, 2025, the Company appointed Chad McMillan to serve as a strategic advisor to the Company. Mr. McMillan brings an extensive background within the mining sector having managed, financed and advanced several resource ventures throughout his career. His background exhibits corporate, technical and capital markets experience that will assist in guiding the company achieve its goals.
  • On July 15, 2025, the Company announced the engagement of Momentum IR Corp for investor relations services. Their strategic approach to investor relations has consistently driven visibility, market rerating and growing shareholder support. With U.S. uranium gaining renewed attention, GAMA is well positioned to benefit from Momentum's expertise, leveraging their market reach to ensure GAMA's value proposition is clearly recognized by both institutional and retail investors.
  • On July 15, 2025, the Company granted 50,000 options to a consultant and 50,000 options to an IR consultant at an exercise price of $0.11, exercisable for a period of five years. The consultant's options vest immediately and the IR consultant's options vest 25% every 3 months.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

  • On August 25, 2025, the Company announced a non-brokered private placement of up to 8,333,334 units at a purchase price of $0.12 per Unit for gross proceeds of up to $1,000,000 to fund the early stages of the Company's recent investment in uranium properties in Utah and New Mexico and continue to progress the Company's efforts with respect to its proprietary rare-earth element ("REE") extraction process currently licensed to ACDC Metals Ltd (ASX:ADC) in Australia.

RESULTS OF OPERATIONS

The Company has no commercial production currently and accordingly the Company has no revenue from operations. To support the Company's strategy of exploring uranium assets certain consulting, travel, legal and other expenses have been incurred by the Company. The Company expects to continue to incur such expenses during the current year.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The Company's loss for the three months ended June 30, 2025 was $40,547 (loss per share – $0.00) compared to a loss of $149,432 (loss per share – $0.01) for the three months ended June 30, 2024.

The expenses amounted to $140,960 (2025 – $120,087). The main factor that contributed to the increase in the expenses during the three months ended June 30, 2025 compared with the corresponding period in 2024 was:

  • Professional fees for the three months ended June 30, 2025 were $53,608 compared to $24,500 for the three months ended June 30, 2024.

Other items amounted to ($100,413) (2025 – $29,345). The factors that contributed to the change in the other items during the three months ended June 30, 2025 compared with the corresponding period in 2024 were:

  • Interest and accretion expense of $237 for the three months ended June 30, 2025 compared to $82,940 for the three months ended June 30, 2024.
  • Foreign exchange loss of ($96,830) for the three months ended June 30, 2025 compared to $23,085 for the three months ended June 30, 2024.

The decrease was offset by the following:

  • Modification gain of debt of $Nil for the three months ended June 30, 2025 compared to $94,277 for the three months ended June 30, 2024.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2025, the Company had working capital deficiency of $1,862,524 compared to working capital deficiency of $1,744,435 as at March 31, 2025, an increase of $118,089.

Cash consists of $75,073 (March 31, 2025 - $240,392) available in the bank accounts of the Company at June 30, 2025.

Reserves totalled $5,442,667 as at June 30, 2025 (March 31, 2025 - $5,442,667).

On August 25, 2025, the Company announced a non-brokered private placement of up to 8,333,334 units at a purchase price of $0.12 per Unit for gross proceeds of up to $1,000,000 to fund the early stages of the Company's recent investment in uranium properties in Utah and New Mexico and continue to progress the Company's efforts with respect to its proprietary rare-earth element ("REE") extraction process currently licensed to ACDC Metals Ltd (ASX:ADC) in Australia.

Debt Agreements:

On August 2, 2022 the Company issued US$1,150,000 principal amount unsecured debentures due August 2, 2023 bearing interest at 5% to two US investors at an original issue discount of US$150,000 for proceeds to the Company of US$975,000 (CDN$1,285,400). The Company entered into three amendments to the notes during the years ended March 31, 2024 and 2025. For further details, please refer to Note 11 of the audited consolidated financial statements for the year ended March 31, 2025. On September 25, 2024, the Company repaid USD$200 (CDN$269) of the promissory notes. On October 1, 2024, the Company repaid USD$91,683 (CDN$125,000) of the promissory notes. On November 8, 2024, the Company repaid USD$88,848 (CDN$125,000) of the promissory notes.

Subsequently, on July 11, 2025, the Company entered into the 4th amendments with the Holders of the promissory notes to extend the term and interest-free period to October 15, 2025. The principal sum of US$1,250,000 will be paid as follows:

a. US$750,000 on or before August 15, 2025, which has not been paid however the Company is in discussion with respect to further extension
b. US$250,000 on or before September 15, 2025.
c. Either

i. US$200,000 on or before September 15, 2025 (US$50,000 reduction for early payment) or
ii. US$250,000 on or before October 15, 2025.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions are as follows:

a) During the three months ended June 30, 2025, the Company incurred $15,000 (2025 - $17,500) of accounting and consulting fees to a company of which the Company's CFO, Mr. Doyle is a shareholder. At June 30, 2025 $43,895 (March 31, 2025 - $32,658) was owed to this company, $171 (March 31, 2025 - $32) was owed to Mr. Doyle.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

b) During the three months ended June 30, 2025, $41,332 (2025 - $63,711) was charged by a private company controlled by a director of the Company, Gabriel Alonso-Mendoza for consulting fees. At June 30, 2025 $6,822 (March 31, 2025 - $ Nil) was owed to this company.
c) During the three months ended June 30, 2025, $14,750 (2025 - $18,000) was incurred to directors for director fees. At June 30, 2025 $14,636 (March 31, 2025 - $13,284) was owed to directors.

DISCLOSURE OF OUTSTANDING SHARE DATA

The authorized share capital of the Company consists of an unlimited number of common shares without par value. The following is a summary of the Company's outstanding share data as at June 30, 2025 and August 29, 2025.

Issued and outstanding
June 30, 2025 August 28, 2025
Common shares outstanding 21,777,781 21,777,781
Stock options 1,902,142 1,857,142
Warrants 11,750,000 11,750,000
Fully diluted common shares outstanding 35,429,923 35,384,923

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered any off-balance sheet transactions.

COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES

As of the date of this MD&A, the Company does not have any commitments, expected or unexpected, or uncertainties.

RISKS AND UNCERTAINTIES

In the Company's MD&A filed on SEDAR July 29, 2025 in connection with the annual financial statements (the "Annual MD&A"), we have set out our discussion of the risk factors including Exploration risks, Market risks and Financing risk which we believe are the most significant risks faced by Gamma Resources Ltd. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company's undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.

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Gamma Resources Ltd.
(formerly known as GABO Mining Ltd.)
Management's Discussion and Analysis – Quarterly Highlights
For the quarter ended June 30, 2025 and 2024
Containing information up to and including August 29, 2025

Qualified Person

Mr. Mark Saxon (FAusIMM, MAIG) a “qualified person” for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (a “Qualified Person”) and a director of the Company has reviewed and approved the scientific and technical disclosure in this MD&A.

DISCLAIMER

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all Company documents filed on SEDAR+ (www.sedarplus.ca). No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

BY ORDER OF THE BOARD

“Gabriel Alonso-Mendoza”

GABRIEL ALONSO-MENDOZA

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