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GFG Resources Inc. — Management Reports 2025
Oct 9, 2025
47007_rns_2025-10-08_3c1ae484-5996-46b9-8987-6a64569ed2f1.pdf
Management Reports
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G
GFGRESOURCES
INC.
GFG Resources Inc.
(An Exploration Stage Company)
Management’s Discussion & Analysis
For the years ended June 30, 2025 and 2024
FOR FURTHER INFORMATION PLEASE CONTACT:
Marc Lepage, Vice President, Business Development
GFG Resources Inc.
202 – 640 Broadway Avenue
Saskatoon, Saskatchewan
Canada S7N 1A9
Phone: (306) 931-0930
[email protected]
www.gfgresources.com
TRADING SYMBOLS:
TSX-V: GFG
OTCQB:GFGSF
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
This Management's Discussion and Analysis ("MD&A") dated as of October 8, 2025, is to assist readers in understanding GFG Resources Inc.'s ("GFG" or the "Company") financial and operating performance for the years ended June 30, 2025 and 2024. This MD&A should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto for the years ended June 30, 2025 and 2024. The Board of Directors has approved the disclosure presented herein.
The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accountings Standards Board. Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars, which is the functional and presentation currency of the Company. The functional currency of the entity is determined using the currency of the primary economic environment in which that entity operates.
Additional information can be found on the Company's website (www.gfgresources.com) or SEDAR+ (www.sedarplus.ca).
Certain sections of this MD&A may contain forward-looking statements.
All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are considered forward-looking information, including, but not limited to, statements preceded by, followed by or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although the Company has attempted to identify important factors and various risks that could cause actual results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, and accordingly readers should not place undue reliance on forward-looking information.
See additional discussion under "Risks and Uncertainties" section for a non-exhaustive list of risk factors that could cause actual results to differ materially from the forward-looking information included in this MD&A.
The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information and readers should carefully consider the matters discussed under "Risks and Uncertainties" in this MD&A.
HIGHLIGHTS FOR THE YEAR AND OTHER SIGNIFICANT EVENTS
- September 5, 2024: the Company released final results from the first hole (ALJ-24-012) of the five-hole drill program at the Aljo Gold Project ("Aljo"). Results included the best intercept to date at the Aljo Target – Main Zone returning 23.08 grams of gold per tonne ("g/t") over 7.6 metres ("m") with significant visible gold and tellurides.
- November 28, 2024: the Company released the final four holes from the five-hole drill program at Aljo. Results, including 9.94 grams of gold per tonne ("g/t") over 2.9 metres ("m") from hole ALJ-24-014, expanded the Main Zone to the southwest, identified new vein sets in the northwest and expanded the system eastward across the Kingswood Shear to the east.
- December 11, 2024: the Company announced that it had received gross proceeds of $3,712,528 from the exercise of 28,557,907 common share purchase warrants. In connection with this exercise, Alamos Gold Inc. (TSX: AGI) exercised 5,343,302 warrants for total consideration of $694,629.
- December 16, 2024: the Company closed the sale of its 100% owned Rattlesnake Property to Patriot Gold Vault Ltd.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 3
("Patriot") (the "Rattlesnake Agreement"). Proceeds included $1,700,000 in cash, a $1,000,000 non-interest bearing promissory note payable December 16, 2025 and 3,061,224 common shares of Axcap Ventures Inc. (the parent company of Patriot) having an undiscounted value of $581,633. As part of the transaction, Patriot assumed the asset retirement obligation of $288,095.
- March 6, 2025: the Company announced that it had entered into an Exploration Agreement with Apitipi Anicinapek Nation ("AAN") with respect to the Company's Goldarm Property. The Exploration Agreement sets the stage for continuous consultation with AAN, providing the community with the opportunity to engage in the Goldarm Property through employment, training and business growth opportunities.
- March 17, 2025: the Company released the first three holes from the 12-hole drill program at Aljo. Results, including 6.62 grams of gold per tonne ("g/t") over 11.2 metres ("m") from hole ALJ-24-020, were successful in expanding known mineralized zones and identifying new zones of gold mineralization which host significant visible gold.
- May 2, 2025: the Company issued 11,041,590 premium flow-through units of the Company (each, a "Premium Unit") at a price of C$0.2717 per Premium Unit for gross proceeds of $3,000,000.
- May 12, 2025: the Company released the next four holes from its 12-hole drill program at Aljo. Results, including 4.39 g/t Au over 3.4 m and 7.76 g/t Au over 1.5 m from ALJ-24-019, continued to expand known mineralized zones. Of particular significance is the discovery of the new FW3 zone, a new footwall porphyry-associated zone with high grade gold.
- July 24, 2025: the Company released the final five holes from the 12-hole drill program at Aljo. Drilling successfully extended high-grade gold mineralization in the Hangingwall and Main Zones, confirmed broad mineralized envelopes in the Aljo West Zone, and led to the discovery of a new Footwall zone characterized by strong alteration, veining and visible gold.
OUTLOOK
Through the remainder of 2025 and into the first quarter of 2026, GFG is positioned for a catalyst-rich period of exploration across its Timmins portfolio. The Company has commenced a 3,000-metre Phase 2 diamond drill program at the Aljo Gold Project that is designed to confirm and extend high-grade shoots within the Main Zone, expand multiple Hangingwall zones, and aggressively follow up on the newly discovered FW3 zone. Infill drilling on 40–60 metre centres and systematic step-outs are expected to advance Aljo toward resource-scale spacing while continuing to demonstrate the growth potential at Aljo as the gold system remains open in all directions.
The Aljo program is complemented by an aggressive regional campaign along approximately 10 kilometres of the Pipestone Deformation corridor in the Wilkie, Walker and Carr townships at the Goldarm Property. Surface geochemistry, geophysics, sonic base-of-till and top-of-bedrock drilling, and targeted diamond drilling will be employed to refine anomalies and seed the next generation of drill targets. Recent district discoveries underscore the potential of this corridor to host high-grade, large-scale gold systems, and GFG is well-positioned to systematically test and advance this pipeline.
At the Pen Gold Project, the Company continues to advance its high-priority Muskego and Chabot targets. At Muskego, new structural, geochemical, and petrographic data are being integrated into an updated geological model that highlights the prospectivity of altered porphyry intrusive suites along the Destor-Porcupine Fault. This work is generating a ranked portfolio of drill-ready targets. At Chabot, follow-up work around a recent intercept of 4.06 g/t Au over 4.2 metres has expanded the mineralized footprint and constrained structural orientations, supporting the development of a focused follow-up drill program.
Management believes that the Company's balanced strategy—pairing near-term drilling at Aljo with advancing a strong pipeline of regional and Pen Gold targets—provides multiple opportunities for value creation. Near-term catalysts expected over the next 6 to 9 months include:
- Delivery of assay results from the current 3,000-metre Aljo drill program.
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
Page 4
- Advancement of surface geochemistry, geophysics, and sonic drilling campaigns along the Pipestone corridor with select anomalies advanced to drilling in Q1 2026.
- Finalization of permitting and drill planning for follow-up programs at Chabot and Muskego.
With a strengthened geological model, multiple active exploration fronts, and a disciplined approach to target development, the Company anticipates steady news flow and a robust set of discovery opportunities through late 2025 and into 2026.
CORPORATE DEVELOPMENTS
Sale of the Rattlesnake Property
On December 16, 2024, the Company closed the sale of its 100% owned Rattlesnake Property to Patriot for $1,700,000 in cash, a $1,000,000 non-interest bearing promissory note, due December 16, 2025, and 3,061,224 common shares (subject to resale restrictions) of Axcap Ventures Inc. (the parent company of Patriot) having an undiscounted value of $581,633. As part of the transaction, Patriot assumed the asset retirement obligation of $288,095.
The total gain on sale was recorded as follows:
| Consideration received | $ |
|---|---|
| Cash payments | 1,700,000 |
| Fair value of promissory note | 869,566 |
| Fair value of common shares received | 490,131 |
| Legal fees | (74,517) |
| Fair value of the consideration | 2,985,180 |
| Value of obligations transferred | |
| Asset retirement obligation | 288,095 |
| Total gain on sale | 3,273,275 |
| Gain recognized in prior year | (225,064) |
| Gain recognized in current year | 3,048,211 |
The transaction had the following additional terms:
- Patriot would replace the USD $219,000 cash deposit held with the Wyoming Department of Environmental Quality.
- If a National Instrument 43-101 (“NI 43-101”) compliant resource estimate in the Rattlesnake Property reveals a mineral resource greater than 3,000,000 ounces of gold in a Measured and Indicated or Inferred category, Patriot will pay to GFG a further $1 per total mineral resource ounce in cash or common shares of Patriot, at the election of Patriot.
- Patriot reimbursed GFG for all costs and expenses relating to the Rattlesnake Property incurred from the May 9, 2024 letter of intent to December 16, 2024. During the year ended June 30, 2025, the Company was reimbursed for $342,042 (June 30, 2024 - $nil) of costs and expenses relating to the Rattlesnake Property.
Other Corporate Developments
Financing
On May 2, 2025, GFG issued 11,041,590 premium flow-through units of the Company (each, a “Premium Unit”) at a price of $0.2717 per Premium Unit for gross proceeds of $3,000,000. Each Premium Unit consists of one common share of the Company and one share purchase warrant (a “Warrant”) entitling the holder to acquire one additional common share of the
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 5
Company at an exercise price of $0.28 for a period of 24 months from the date of issuance. Each of the common shares and Warrants comprising the Premium Units qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada).
Warrant acceleration
On December 11, 2024, the Company announced that it had received net proceeds of $3,711,029 from the exercise of 28,557,907 common share purchase warrants. In connection with this exercise, Alamos Gold Inc. (TSX: AGI) exercised 5,343,302 warrants for total consideration of $694,629.
CORPORATE PROFILE
The Company was incorporated on January 24, 2012, under the laws of the Province of British Columbia, Canada. Following the completion of its initial public offering on June 26, 2012, the Company secured designation as a Capital Pool Company, according to the regulations of the TSX Venture Exchange (the "Exchange"). The Company's current corporate structure is primarily a result of the Rapier Acquisition and the following transactions:
i) On September 2, 2016, the Company entered into an arrangement agreement to acquire 100% of the issued and outstanding shares of 1070900 BC Ltd. ("1070900"), in exchange for shares of the Company which would result in a reverse take-over of the Company by the shareholders of 1070900 (the "Transaction"). As 1070900 is deemed to be the accounting acquirer for accounting purposes, its assets, liabilities and operations are included in the financial statements at their historical carrying values.
On October 21, 2016, the Transaction closed and the Company acquired, on a one for one basis, all issued and outstanding shares of 1070900 in exchange for 38,503,483 common shares of the Company. Effective June 30, 2017, the Company completed the wind-up and dissolution of 1070900.
ii) On July 5, 2016, 1070900 entered into an agreement and plan of share exchange with GFG Resources (US) Inc. ("GFG-US") to acquire all the issued and outstanding shares of GFG-US in exchange for common shares of 1070900, on a one share for one share equivalent basis. This would result in a reverse take-over of 1070900 by the shareholders of GFG-US (the "Arrangement").
On August 24, 2016, the Arrangement closed and the shareholders of 1070900 received 21,194,612 common shares of 1070900 for all the issued and outstanding shares of GFG-US. Out of 21,194,612 common shares of 1070900, 19,050,419 common shares were issued in exchange for all of GFG-US's issued and outstanding common shares on a one for one basis. In addition to the common shares exchanged, 2,144,193 additional shares were withheld, pending the receipt of clearance certificates from the U.S. Internal Revenue Service. In January 2017, the Company received the required clearance and issued 2,144,193 common shares effective March 7, 2017.
The shareholders of 1070900 also issued 875,000 stock options in exchange for all the issued and outstanding stock options of GFG-US.
On October 27, 2016, upon receiving final acceptance from the Exchange, Crest Petroleum Corp. changed its name to GFG Resources Inc. and began trading on the Exchange as a Tier 2 Mining Issuer under the symbol "GFG". Further, on December 12, 2016, the Company announced that it had also started trading on the OTCQB Venture Market in the U.S. under the symbol "GFGSF".
The Company's head office address is Suite 202 - 640 Broadway Avenue, Saskatoon, Saskatchewan, S7N 1A9. The Company's principal business activity is the exploration and acquisition of mineral properties.
PROJECTS OVERVIEW AND EXPLORATION ACTIVITIES
In Ontario, the Company operates three gold projects (see Figures 1 & 2), each large and highly prospective gold properties within the prolific gold district of Timmins, Ontario. The Goldarm Property, Pen Gold and Dore Gold projects have similar geological settings to many of the gold deposits found in the Timmins Gold Camp which have produced over 70 million ounces of gold.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)

Figure 1: Regional Map of GFG Gold Projects in the Timmins Gold District
Ontario Properties
The Goldarm Property
Utilizing two earn-in agreements, multiple purchase and sale agreements and a series of staking programs, GFG acquired and consolidated a large, highly prospective land package east of the Timmins Gold Camp (see Figure 2). This consolidated land package, the Goldarm Property, is comprised mainly of the Montclerg Gold Project (see news release dated October 25, 2021), the WWCC Property (see news release dated April 13, 2022) and the Aljo Gold Project (see news release dated April 27, 2022). In addition, the Company staked more than a 6,500-hectare land package that is adjacent to both the WWCC Property and the Aljo Gold Project.

Figure 2: Timmins East Regional Map of the Goldarm Property
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 7
Aljo Gold Project Overview
The Aljo Gold Project (see Figure 2), which host portions of the historic Aljo Gold Mine, are located adjacent to the easternmost section of the Goldarm property. The Aljo Gold Mine was the focus of underground exploration and development during the early 1900's, including two shafts to depths of 400 and 575 feet. Limited, intermittent production occurred through the 1940's. During the 1980's and early 1990's, Kingswood Exploration completed surface exploration and drilling on the property between 1988 and 1992. This historic drilling returned high-grade gold mineralization associated with quartz-carbonate veins in highly carbonate-altered mafic volcanic rocks (see Table 1). Gold mineralization is also documented in the adjacent ultramafic and porphyric felsic intrusive rocks which, along with the presence of extensional- and shear-vein systems, provides support for multiple mineralized zones and the overall high prospectivity of the area.
Table 1: Highlights from Historic Drill Intercepts on the Aljo Gold Project Claims (1)
| Hole ID | From (m) | To (m) | Interval (m) | Au g/t |
|---|---|---|---|---|
| DC822 | 74.68 | 76.20 | 1.52 | 15.40 |
| 85.92 | 86.87 | 0.94 | 10.92 | |
| K-2-88 | 151.49 | 153.31 | 1.83 | 14.34 |
| BC-90-4 | 19.20 | 21.03 | 1.83 | 82.60 |
| BC-90-5 | 78.64 | 80.16 | 1.52 | 11.20 |
| BC-90-6 | 58.83 | 59.44 | 0.61 | 83.44 |
| BC-92-12 | 72.24 | 74.07 | 1.83 | 9.24 |
| 76.60 | 76.99 | 0.40 | 72.24 | |
| BC-92-21 | 102.78 | 106.07 | 3.29 | 5.46 |
(1) Drill intercepts are historical and GFG's QP has not verified the laboratory accreditation, analytical method, sample size or QA/QC procedures utilized for the historic drill results. True widths have not been estimated.
2024/2025 Exploration Program – Aljo Gold Project
Phase 2 Drill Program
In late 2024 and early 2025, GFG completed a 12-hole, 2,600 metre Phase 2 drill program at the Aljo Gold Project, part of the Goldarm Property in the eastern portion Timmins Gold District. This program was designed to follow up on high-grade results from earlier campaigns, test the downdip and strike potential of the Hangingwall ("HW"), Main, and Footwall ("FW") zones, and explore new targets in the Aljo West and Northwest areas. The program has been highly successful, both in extending known zones and in identifying a new high-potential footwall corridor (See Figures 3-4 and Table 2).
Commentary on Assay Results
HW Zone:
The HW Zone continues to deliver strong grades and continuity:
- ALJ-24-020 intersected one of the thickest and highest-grade intervals reported at Aljo to date: 6.62 g/t Au over 11.2 m, including 7.24 g/t Au over 10.2 m, with visible gold. This hole also cut multiple additional intervals, such as 32.7 g/t Au over 0.5 m and 2.67 g/t Au over 3.8 m. This intercept represented a 25 m step-out from the previously reported 13.94 g/t Au over 7.1 m in ALJ-24-012 (see news release dated August 19, 2024), extending the HW Zone eastward and highlighting its scalability.
- ALJ-24-017 returned 1.74 g/t Au over 13.2 m, including 24.2 g/t Au over 0.5 m, confirming the HW Zone at shallow depths. This 30 m step-out hole demonstrated strong quartz-carbonate veining with visible gold, underscoring the near-surface potential of the zone.
- ALJ-24-018 extended the HW Zone down-dip by 50 m, intersecting 4.13 g/t Au over 5.2 m, including 8.98 g/t Au over 2.2 m.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 8
The HW Zone now demonstrates continuity from surface to over 300 m vertical depth and has consistently produced multi-metre, multi-gram intercepts with visible gold, providing confidence in the potential for both tonnage and grade.
Main Zone:
The Main Zone was targeted for both depth and lateral extensions:
- ALJ-24-018 returned 5.90 g/t Au over 1.4 m, extending mineralization 100 m down-dip from the 23.08 g/t Au over 7.6 m intercept in ALJ-24-012 (see news release dated August 19, 2024).
- ALJ-24-019 intersected multiple stacked vein sets, including 8.0 g/t Au over 0.5 m and 5.11 g/t Au over 0.8 m. These results correlate with Main Zone intercepts from ALJ-23-004 (3.65 g/t Au over 6.3 m; see news release dated February 15, 2024) and historical drilling that returned 9.86 g/t Au over 8.0 m.
- ALJ-24-021 and ALJ-24-022 confirmed near-surface extensions of the Main Zone in the northwest, returning 4.24 g/t Au over 3.0 m (including 12.0 g/t Au over 1.0 m) and 4.38 g/t Au over 1.3 m (including 8.21 g/t Au over 0.7 m). These intercepts were 50–60 m step-outs, extending the mineralized system further along strike. ALJ-24-021 represents a 60 m step-out from ALJ-24-014 (9.94 g/t Au over 2.9 m; see news release dated November 28, 2024).
- ALJ-25-025 and ALJ-25-027 also confirmed shallow mineralization, with intercepts of 1.20 g/t Au over 11.4 m (including 5.12 g/t Au over 1.5 m) and 2.37 g/t Au over 4.0 m with visible gold. These holes stepped out 85 m from ALJ-23-004 (3.65 g/t Au over 6.3 m; see news release dated February 15, 2024).
The Main Zone results reaffirm its role as a consistent, high-grade contributor, with stacked veining and strong associations to porphyry intrusions.
Footwall Zones and Discovery of FW3 Zone:
One of the most important outcomes of Phase 2 was the discovery of a new footwall zone (FW3):
- ALJ-24-019 cut a 45 m thick interval of altered basalt and porphyry, returning assays of 7.26 g/t Au over 0.6 m, 4.20 g/t Au over 0.7 m, and 2.17 g/t Au over 1.5 m. This represents a new corridor of mineralization not previously tested at depth, interpreted as a porphyry-associated gold system with significant scale potential. The FW3 discovery is a 60 m step-out from the FW2 intercept in ALJ-23-004 (13.35 g/t Au over 3.6 m; see news release dated February 15, 2024).
- ALJ-24-017 also extended an earlier FW intercept by 55 m, returning 1.51 g/t Au over 5.2 m including 4.68 g/t Au over 1.5 m, further confirming continuity in the footwall environment.
FW3 represents a new target horizon for Aljo, with potential to deliver both additional high-grade lenses and broader zones of mineralization.
Aljo West and Northwest Zones:
Drilling also confirmed broader envelopes of mineralization in the Aljo West area, which may provide bulk-tonnage potential:
- ALJ-25-023 intersected 0.54 g/t Au over 20.4 m, including 2.54 g/t Au over 0.7 m, extending mineralization 85 m down-dip.
- ALJ-24-024 cut 0.69 g/t Au over 12.6 m, consistent with prior broad intercepts such as 1.39 g/t Au over 19.0 m and 1.86 g/t Au over 17.5 m including 4.98 g/t Au over 3.6 m in ALJ-23-011 (see news release dated February 15, 2024).
These results support the presence of lower grade but broad mineralized zones that could complement the higher-grade HW, Main, and FW3 intercepts.
Geological Interpretation and Significance
The Phase 2 drill program has confirmed that Aljo hosts a robust, multi-zonal gold system characterized by:
- Strike length exceeding 600 m and confirmed vertical continuity from surface to over 300 m.
- Stacked, multi-vein architecture across the HW, Main, and FW zones, with strong spatial associations to mafic-ultramafic contacts and porphyry intrusions.
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
- Visible gold in multiple intercepts, confirming the high-grade nature of the system.
- A new footwall discovery (FW3) that significantly expands the exploration footprint and underscores the scalability of the system.
These results collectively demonstrate that Aljo has potential to host a sizeable, high-grade, multi-zonal gold system with both near-surface and deeper mineralization.
On the back of these results, GFG initiated a $\sim 3,000\mathrm{m}$ follow-up drill program in September 2025. The program will prioritize:
- Expansion of the FW3 discovery both along strike and down-plunge.
- Step-outs to further test depth and strike continuity of the HW and Main Zones.
- Advancement of targets in the Aljo West and Northwest areas.
In parallel, the Company has advanced regional exploration across the Goldarm Property, including geophysics, geochemistry, and sonic till sampling, with a particular focus on a $4\mathrm{km}$ segment of the Pipestone Fault. This corridor remains underexplored but has demonstrated potential for large, high-grade systems, supported by recent regional discoveries.
Table 2: Aljo Gold Project Assay Results 2024 Phase 2
| Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone | Visible Gold |
|---|---|---|---|---|---|---|
| ALJ-24-017 | 45.8 | 59.0 | 13.2 | 1.74 | HW | ✓ |
| incl. | 45.8 | 46.3 | 0.5 | 24.20 | HW | ✓ |
| also incl. | 54.5 | 55.0 | 0.5 | 5.72 | HW | ✓ |
| and | 71.5 | 74.5 | 3.0 | 1.74 | HW | |
| and | 107.0 | 108.5 | 1.5 | 1.79 | HW | |
| and | 170.3 | 171.3 | 1.0 | 2.24 | HW | |
| and | 374.6 | 378.9 | 4.3 | 0.81 | Main | |
| and | 392.0 | 393.0 | 1.0 | 3.07 | FW | |
| and | 426.0 | 431.2 | 5.2 | 1.51 | FW | |
| incl. | 426.0 | 427.5 | 1.5 | 4.68 | FW | |
| ALJ-24-018 | 115.5 | 120.7 | 5.2 | 4.13 | HW | ✓ |
| incl. | 118.5 | 120.7 | 2.2 | 8.98 | HW | ✓ |
| and | 183.2 | 186.0 | 2.8 | 2.16 | HW | |
| incl. | 184.2 | 185.2 | 1.0 | 3.84 | HW | |
| and | 214.1 | 227.8 | 13.8 | 0.43 | Main | |
| and | 272.9 | 274.3 | 1.4 | 2.26 | Main | |
| incl. | 273.4 | 274.3 | 0.9 | 3.33 | Main | |
| and | 327.2 | 328.7 | 1.4 | 5.90 | Main | |
| ALJ-24-019 | 5.3 | 8.7 | 3.4 | 4.39 | HW | ✓ |
| incl. | 8.0 | 8.7 | 0.7 | 10.70 | HW | ✓ |
| and | 27.0 | 28.5 | 1.5 | 7.76 | HW | ✓ |
| and | 34.5 | 38.0 | 3.5 | 1.01 | HW | |
| and | 42.3 | 49.3 | 7.0 | 1.07 | HW | |
| incl. | 45.8 | 46.8 | 1.0 | 5.24 | HW | |
| and | 58.3 | 61.7 | 3.5 | 0.76 | HW | |
| and | 97.4 | 104.4 | 7.0 | 0.48 | Main | |
| and | 133.3 | 135.5 | 2.2 | 1.94 | Main | ✓ |
| and | 140.0 | 140.5 | 0.5 | 8.00 | Main | ✓ |
| and | 182.5 | 183.5 | 1.0 | 1.27 | Main | |
| and | 202.2 | 203.7 | 1.5 | 2.78 | Main | |
| incl. | 203.0 | 203.7 | 0.8 | 5.11 | Main | |
| and | 228.0 | 235.0 | 7.0 | 0.66 | Main | |
| incl. | 231.2 | 231.9 | 0.7 | 4.16 | Main | |
| and | 254.7 | 255.8 | 1.1 | 1.21 | Main | |
| and | 364.0 | 366.6 | 2.6 | 0.55 | FW3 | |
| and | 383.3 | 384.2 | 0.8 | 1.52 | FW3 | |
| and | 387.0 | 388.5 | 1.5 | 2.17 | FW3 |
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
Page 10
| incl. | 387.0 | 387.7 | 0.7 | 4.20 | FW3 | |
|---|---|---|---|---|---|---|
| and | 391.5 | 392.1 | 0.6 | 7.26 | FW3 | |
| ALJ-24-020 | 49.3 | 49.8 | 0.5 | 32.70 | HW | ✓ |
| and | 70.7 | 81.9 | 11.2 | 6.62 | HW | ✓ |
| incl. | 71.7 | 81.9 | 10.2 | 7.24 | HW | ✓ |
| and | 109.5 | 111.0 | 1.5 | 1.92 | HW | |
| and | 129.5 | 133.3 | 3.8 | 2.67 | HW | ✓ |
| incl. | 132.2 | 132.7 | 0.5 | 16.40 | HW | ✓ |
| and | 137.5 | 142.0 | 4.5 | 0.85 | HW | |
| and | 167.0 | 168.0 | 1.0 | 4.92 | HW | |
| ALJ-25-021 | 12.3 | 15.3 | 3.0 | 4.24 | Main - West Ext | ✓ |
| incl. | 13.3 | 14.3 | 1.0 | 12.00 | Main - West Ext | ✓ |
| and | 23.0 | 26.4 | 3.4 | 0.71 | Main - West Ext | |
| and | 178.3 | 186.0 | 7.7 | 0.51 | Main - West Ext | |
| ALJ-25-022 | 15.2 | 16.5 | 1.3 | 4.38 | Main - West Ext | ✓ |
| incl. | 15.2 | 15.8 | 0.7 | 8.21 | Main - West Ext | ✓ |
| and | 43.3 | 46.8 | 3.5 | 0.71 | Main - West Ext | |
| and | 61.5 | 64.0 | 2.5 | 0.85 | Main - West Ext | |
| ALJ-25-023 | 172.9 | 193.3 | 20.4 | 0.54 | Northwest | |
| incl. | 177.5 | 178.2 | 0.7 | 2.54 | Northwest | |
| also incl. | 185.0 | 186.5 | 1.5 | 1.87 | Northwest | |
| ALJ-25-024 | 4.8 | 9.0 | 4.2 | 0.53 | Northwest | |
| and | 21.5 | 25.0 | 3.5 | 0.44 | Northwest | |
| and | 37.1 | 49.6 | 12.6 | 0.69 | Northwest | |
| incl. | 41.0 | 42.0 | 1.0 | 2.49 | Northwest | |
| ALJ-25-025 | 20.0 | 31.4 | 11.4 | 1.20 | Main - West Ext | |
| incl. | 20.0 | 21.5 | 1.5 | 5.12 | Main - West Ext | |
| and | 41.0 | 46.5 | 5.5 | 1.28 | Main - West Ext | |
| and | 169.0 | 169.7 | 0.7 | 2.97 | Main - West Ext | |
| ALJ-25-026 | 18.0 | 19.0 | 1.0 | 1.23 | Main - West Ext | |
| and | 34.5 | 41.2 | 6.7 | 0.63 | Main - West Ext | |
| and | 87.6 | 119.5 | 32.0 | 0.31 | Main - West Ext | |
| and | 125.9 | 126.8 | 0.9 | 8.56 | Main - West Ext | ✓ |
| ALJ-25-027 | 43.5 | 47.5 | 4.0 | 2.37 | Main | ✓ |
| incl. | 46.0 | 47.5 | 1.5 | 5.92 | Main | ✓ |
| and | 50.9 | 52.4 | 1.5 | 1.37 | Main | ✓ |
| and | 57.6 | 62.0 | 4.4 | 0.52 | Main | ✓ |
| and | 68.0 | 72.5 | 4.5 | 1.12 | Main | ✓ |
| incl. | 72.0 | 72.5 | 0.5 | 7.83 | Main | ✓ |
| and | 78.8 | 81.2 | 2.4 | 2.62 | Main | ✓ |
| incl. | 78.8 | 79.4 | 0.6 | 7.52 | Main | ✓ |
| and | 136.1 | 136.6 | 0.5 | 4.25 | Main | ✓ |
| and | 152.5 | 157.0 | 4.5 | 0.47 | Main | |
| and | 167.3 | 168.2 | 0.9 | 1.34 | HW | |
| ALJ-25-028 | 123.2 | 124.2 | 1.0 | 1.10 | North |
*Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 1 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.20 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 1 gram-metre product unless otherwise stated. True width is estimated to be 30 to 90% drilled length.
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)

Figure 3: Aljo Gold Project Plan View Map(1)
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)

Figure 4: Aljo Gold Project Target Cross Section $^{(2)}$
(1) Drill intercepts are historical and GFG's $QP$ has not verified the laboratory accreditation, analytical method, sample size or QA/QC procedures utilized for the historic drill results. True widths have not been estimated.
(2) Historical drill intercepts are referenced from the 1989 Kingswood Explorations Ltd. assessment report # 42A09NW0568 authored by Ken Lapierre.
Phase 1 Drill Program
In June 2024, the Company completed 5 holes $(1,700\mathrm{m})$ focused on testing the downdip and lateral extensions of the historic Aljo Mine and completed step-out holes related to the Company's 2023 drill program. Drilling was successful in expanding known mineralized zones and identifying new zones of gold mineralization which host significant visible gold and tellurides (see Table 3 and Figures 5 and 6).
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
Page 13
Commentary on Assay Results
Drilling at Aljo in 2024 continued to expand high-grade mineralization both below and beyond historical mine workings (see news releases dated February 15, 2024, and August 19, 2024).
- ALJ-24-012 returned one of the best intercepts to date, grading 23.08 g/t Au over 7.6 m including 215.00 g/t Au over 0.8 m, 160 m down-dip of a historic 1988 intercept of 9.86 g/t Au over 8.0 m. The hole also confirmed continuity in the Footwall Zone with visible gold and strong sulphide veining, approximately 100 m down-dip of 2023 results of 13.35 g/t Au over 3.6 m.
- ALJ-24-013 intersected nine zones of mineralization with assays up to 2.55 g/t Au over 1.5 m, correlating with the high-grade Main Zone intercepts of ALJ-24-012, and confirmed continuity in the Footwall Zone (1.20 g/t Au over 2.2 m).
- ALJ-24-014 discovered three new high-grade veins northwest of the mine, highlighted by 9.94 g/t Au over 2.9 m, 10.40 g/t Au over 0.7 m, and 6.41 g/t Au over 1.1 m, with peak assays of 22.8 g/t Au. These results complement broader bulk-tonnage style intercepts drilled in 2023 to the west.
- ALJ-24-015, drilled west of ALJ-24-014, intersected 1.36 g/t Au over 2.9 m including 3.57 g/t Au over 1.0 m, extending the northwest trend.
- ALJ-24-016, 200 m east of the workings across the Kingswood Shear, intersected multiple narrow zones including 3.19 g/t Au over 0.6 m, extending the system eastward.
Table 3: Aljo Gold Project Assay Results 2024 Phase 1
| Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone | Visible Gold |
|---|---|---|---|---|---|---|
| ALJ-24-012 | 8.0 | 16.0 | 8.0 | 0.86 | HW | VG |
| and | 19.2 | 27.5 | 8.4 | 0.81 | HW | VG |
| and | 72.3 | 79.3 | 7.1 | 13.94 | HW | VG |
| incl. | 73.3 | 79.3 | 6.0 | 15.92 | HW | VG |
| and | 100.0 | 113.3 | 13.3 | 1.71 | HW | VG |
| incl. | 112.4 | 113.3 | 0.9 | 19.20 | HW | VG |
| and | 223.9 | 231.5 | 7.6 | 23.08 | Main | VG |
| incl. | 225.3 | 226.1 | 0.8 | 215.00 | Main | VG |
| and | 251.4 | 265.8 | 14.5 | 0.40 | Main | VG |
| and | 440.6 | 444.0 | 3.4 | 0.81 | FW | VG |
| ALJ-24-013 | 103.0 | 107.7 | 4.7 | 0.72 | Main | |
| and | 165.5 | 174.9 | 9.3 | 0.53 | Main | |
| and | 217.0 | 227.4 | 10.4 | 0.52 | Main | |
| and | 231.0 | 238.5 | 7.5 | 0.71 | Main | |
| and | 258.1 | 259.0 | 0.9 | 2.03 | Main | |
| and | 266.5 | 269.5 | 3.0 | 0.53 | Main | |
| and | 369.9 | 377.5 | 7.6 | 0.41 | Main | |
| and | 393.8 | 400.0 | 6.3 | 0.53 | Main | |
| and | 409.1 | 411.3 | 2.2 | 1.20 | Main | |
| ALJ-24-014 | 46.5 | 47.5 | 1.0 | 3.83 | Aljo (New) | |
| and | 86.8 | 87.8 | 1.0 | 2.57 | Aljo (New) | |
| and | 91.7 | 94.6 | 2.9 | 9.94 | Aljo (New) | VG |
| and | 177.6 | 183.2 | 5.6 | 2.07 | Aljo West |
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
| incl. | 182.1 | 183.2 | 1.1 | 6.41 | Aljo West | |
|---|---|---|---|---|---|---|
| and | 229.6 | 236.8 | 7.2 | 1.31 | Aljo West | |
| incl. | 236.1 | 236.8 | 0.7 | 10.40 | Aljo West | |
| and | 279.0 | 280.0 | 1.0 | 2.14 | Aljo West | |
| ALJ-24-015 | 170.1 | 173.0 | 2.9 | 1.36 | Aljo West | |
| incl. | 172.0 | 173.0 | 1.0 | 3.57 | Aljo West | |
| and | 181.5 | 188.0 | 6.5 | 0.50 | Aljo West | |
| and | 229.9 | 233.6 | 3.7 | 0.38 | Aljo West | |
| ALJ-24-016 | 88.8 | 90.0 | 1.2 | 1.02 | Aljo East | |
| and | 163.7 | 165.7 | 2.0 | 1.70 | Aljo East | |
| incl. | 163.7 | 164.3 | 0.6 | 3.19 | Aljo East |
*Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 5 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.2 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 5 gram-metre product unless otherwise stated. True width is estimated to be 30 to 90% of drilled length.

Figure 5: Aljo Gold Project Plan View Map
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)

Figure 6: Drill Core Photos from ALJ-24-012



Based on these latest high-grade drill intercepts including those from the Aljo HW Zone (see news release dated August 19, 2024), the Company engaged a structural geological consultant to review drillcore intercepts from Aljo and provide feedback on the overall geologic setting and describe the vein styles in detail. This work has lead to an increased understanding of structural controls on mineralization. Petrographic work on specific gold-bearing quartz veins and porphyry dykes was also prioritized in order to better delineate the different generations of veins and dykes. The geological model has also been advanced with help from recent drilling and review of historical drill logs. This work will allow for the mafic volcanic packages to be subdivided into different types including amygdaloidal and variolitic varieties. These distinguishing features have been shown to be key in different parts of the Timmins belt where locally, they can act as excellent host-rocks to gold mineralization.
2023 Exploration Program - Aljo Gold Project
Phase 2 Drill Program
As part of the 15-hole Phase 2 drill program at its Goldarm property, the Company completed a total of eight holes at the Aljo Gold Project during the fourth quarter of 2023. The program focused on step-out and in-fill drilling at Montclerg and tested a spectrum of targets at Aljo located within the Goldarm Property east of Timmins, Ontario (see Table 4 and Figure 7).
Commentary on Assay Results
- ALJ-23-004 intersected broad anomalous gold from surface to $265\mathrm{m}$ , including multiple high-grade intervals such as $3.65\mathrm{g / t}$ Au over $6.3\mathrm{m}$ and $18.40\mathrm{g / t}$ Au over $1.1\mathrm{m}$ . The hole ended in strong mineralization, returning $13.35\mathrm{g / t}$ Au over $3.6\mathrm{m}$ including $32.94\mathrm{g / t}$ Au over $1.4\mathrm{m}$ , demonstrating significant upside below historic workings.
- ALJ-23-005 tested the down-dip extension of prior high-grade results, intersecting several mineralized intervals including $0.36\mathrm{g / t}$ Au over $14.1\mathrm{m}$ .
- ALJ-23-009 confirmed high-grade potential near the north shaft, yielding $20.30\mathrm{g / t}$ Au over $0.5\mathrm{m}$ in quartz-carbonate veining along the mafic-ultramafic contact.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 16
- ALJ-23-011 returned strong results northwest of the mine with 1.39 g/t Au over 19.0 m, 1.86 g/t Au over 17.5 m, and 4.98 g/t Au over 3.6 m with visible gold, further linking gold mineralization to porphyry dykes beyond the immediate mine area.
- Holes ALJ-23-006, 007, 008 and 010 intersected anomalous grades up to 2.27 g/t Au over 1.2 m along a major mafic-ultramafic contact that remains highly prospective; historic work in this corridor included grab samples up to 276 g/t Au.
These results confirm the high-grade nature of Aljo, extend mineralization outside of historic workings, and reinforce the strong potential for new discoveries along multiple structural corridors.
Table 4: Highlighted Assay Results from the 2023 Phase 2
| Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone |
|---|---|---|---|---|---|
| ALJ-23-004 | 6.5 | 20.8 | 14.3 | 0.95 | Aljo Mine |
| and | 34.0 | 42.9 | 8.9 | 1.14 | |
| incl. | 34.0 | 35.5 | 1.5 | 3.44 | |
| and | 45.7 | 54.9 | 9.2 | 0.94 | |
| and | 58.2 | 67.0 | 8.8 | 0.67 | |
| and | 89.7 | 97.8 | 8.1 | 0.68 | |
| and | 125.7 | 132.0 | 6.3 | 3.65 | |
| incl. | 130.9 | 132.0 | 1.1 | 18.4 | |
| and | 142.0 | 143.2 | 1.2 | 7.17 | |
| incl. | 142.7 | 143.2 | 0.5 | 16.2 | |
| and | 157.2 | 159.1 | 1.9 | 4.42 | |
| and | 262.7 | 264.7 | 1.9 | 4.29 | |
| incl. | 264.2 | 264.7 | 0.5 | 14.8 | |
| and | 350.5 | 354.0 | 3.6 | 13.35 | |
| incl. | 350.5 | 351.9 | 1.4 | 32.94 | |
| ALJ-23-005 | 173.9 | 188.0 | 14.1 | 0.36 | Aljo Mine |
| ALJ-23-009 | 59.7 | 60.2 | 0.5 | 20.3 | Aljo North Shaft |
| ALJ-23-011 | 4.5 | 15.6 | 11.1 | 0.57 | Aljo Mine |
| and | 19.7 | 37.2 | 17.5 | 0.33 | |
| and | 59.6 | 78.6 | 19.0 | 1.39 | |
| incl. | 59.6 | 60.4 | 0.8 | 9.11 | |
| and | 86.2 | 103.7 | 17.5 | 1.86 | |
| incl. | 88.4 | 92.0 | 3.6 | 4.98 | |
| also incl. | 95.8 | 97.5 | 1.7 | 4.43 |
Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 0.5 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.2 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 5 gram-metre product. True width is estimated to be 50 to 90% of drilled length. Holes ALJ-23-006, 007, 008 and 010 did not return significant gold assays.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)

Figure 7: Aljo Gold Project Plan View Map
Pen Gold and Dore Gold Properties Overview
Through four transactions and a series of staking programs, GFG acquired and consolidated two large, highly prospective land packages west and southwest of Timmins, Ontario. The northern consolidated land package, the Pen Gold Project, consisted of three transactions which included the West Porcupine property purchased from Probe, the Pen Gold property with the acquisition of Rapier, and the Sewell property purchased from Alamos. The southern consolidated land package, the Dore Gold Project, consists of the Swayze property acquired from Osisko, and land added through a regional staking program (see news releases dated December 11, 2017, February 28, 2018, May 10, 2018 and June 25, 2018).
The Pen Gold and Dore Gold projects host highly prospective geology in an underexplored area. Previous exploration work and drilling on the properties have identified several distinctive and prospective zones of gold mineralization and targets that will be the focus of upcoming exploration programs.
Pen Gold Project Overview
The Pen Gold property is located $50\mathrm{km}$ southwest of the prolific gold district and town of Timmins, Ontario (see Figure 1). The property represents a land package of approximately 475 square km and is situated between Newmont's Borden Gold project and the Pan American Silver's Timmins West Mine. The property covers an approximately 55-kilometre-long section of Archean greenstone that contains the interpreted western extension of the PDFZ within the same geological setting that hosts most of the gold deposits found in the Timmins Gold Camp.
Geology
The Pen Gold Project is located in the Archean Superior Province of Northern Ontario. The Archean Superior Province is host to a variety of lithologies which range in age from 3.5 Ga to less than 2.76 Ga and form an east-west trending pattern of alternating terranes. It is divided into numerous subprovinces, bounded by linear faults and characterized by differing lithologies, structural/tectonic conditions, ages and metamorphic conditions.
The Abitibi Subprovince is a volcano-plutonic terrane comprising low metamorphic grade metavolcanic-metasedimentary belts. It contains lithologically diverse metavolcanic rocks with various intrusive suites and to a lesser extent chemical and clastic metasedimentary rocks. The individual greenstone belts within the Subprovince have been intruded, deformed and
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
truncated by felsic batholiths. The east trending Abitibi and Swayze greenstone belts of the Abitibi Subprovince have historically been explored and mined for a variety of commodities.
The Pen Gold Project lies within the Abitibi Subprovince, proximal to its western boundary with the Kapuskasing Structural Zone and the Ivanhoe Lake Cataclastic Zone. It is situated at the northern limit of the Swayze Greenstone Belt and is thought to be the western extension of the Abitibi Greenstone Belt (see Figure 8).

Figure 8: Pen Gold Property Outline and Regional Geology Map
Muskego Gold Target
The Muskego target was outlined by base-of-till sampling on the west side of the Pen Gold Project (see Figures 9 - 10). The Muskego area is an expansive swamp and has no outcrop, which has impeded historic exploration efforts. Detailed geophysical and geochemical analyses and modelling has resulted in defining the Muskego area as a high-potential discovery area with several drill ready targets.

Figure 9: Muskego Sonic Bedrock Samples and Petrography

GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 19

Figure 10: Muskego Regional Target
Recent Exploration – Pen Gold Project
In February, the Company launched its inaugural drill program to test several greenfield targets across the 30 square kilometre Muskego target area. To date, the Company has tested 5 targets with 10 holes totaling 2,685 m. The Company also completed 2 drillholes totaling 234 metres at the Chabot Target (“Chabot”) target located within the southeastern region of the Pen Property on a block that was recently acquired from Pelangio (see news release dated March 21, 2025). This winter drill program focused on systematically testing the Muskego North Shear Zone (Alpha and Foxtrot targets), the southern Muskego Shear Zone (Charlie target), and interpreted extensions of the Destor-Porcupine Fault (Delta target), and Chabot. The results are encouraging, particularly at the Alpha and Chabot targets, where meaningful gold and base metal mineralization was intersected. This inaugural drill program at Muskego has confirmed the potential of the Muskego shear system where the mineralization is aligning with key structural and lithological controls.
Technical Summary of Results (1)
Alpha Target (Muskego North Shear Zone)
The first five holes (MSK-25-001 to 005) focused on the Muskego North Shear Zone, host to a 2022 sonic bedrock sample that returned 5.18 g/t Au with associated pathfinder anomalism. Notably, hole MSK-25-004 intersected 1.00 g/t Au over 1.0 m in highly strained and brecciated chlorite-altered mafic volcanics at a depth of 64.7 m. This intercept projects well to the up-dip sonic sample location, confirming the presence of shear-hosted gold mineralization. Additional zones of stratabound and remobilized sulphides were observed across multiple holes, including anomalous base metal results such as 0.34% zinc over 0.75 m in MSK-25-001 and 0.3% zinc over 0.8 m within a 20.0 m interval of anomalous copper and zinc in MSK-25-004.
Foxtrot Target
Hole MSK-25-005 tested a gold-in-till anomaly 1.3 km east of the Alpha Target and intersected stratabound and remobilized sulphides with up to 0.3% zinc and 0.14% copper.
Bravo Target (Porcupine Basin Margin)
Drilling at the Bravo target tested the southern margin and core of the interpreted Porcupine sedimentary basin (holes MSK-25-006 and 007). Although sulphide mineralization was weak, thick sequences of feldspar porphyry intrusions and felsic tuffs were encountered, with up to 2% disseminated pyrite noted locally.
Charlie Target (Muskego South Shear Zone)
Follow-up drilling on 2022 sonic till anomalies at Charlie returned a highlight of 0.57 g/t Au over 0.65 m (MSK-25-008) and identified broad quartz-carbonate veining within altered and strained porphyry units in MSK-25-009. These structural features warrant additional work.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Delta Target (Destor-Porcupine Fault Zone)
Hole MSK-25-010 marked the first test of the Destor-Porcupine fault zone west of the historic Joburke Gold Mine. The hole intersected a rubbly fault zone from 100 to 159 m within strongly hematized, syenite-like porphyry and ultramafic rocks, validating the fault's presence and its potential for mineralization.
Chabot Target
Significant near-surface gold mineralization was intersected in hole PEN-25-100, which returned 3.90 g/t Au over 3.5 m from 15 m downhole, including 9.62 g/t Au over 1.0 m, with nearly 0.1% copper. A second zone at 110 m depth returned 2.6 g/t Au over 1.3 m with over 1% (2) zinc and nearly 0.1% copper. These intervals were encountered in sericite-altered felsic tuffs and porphyries and suggest a previously unrecognized style of gold mineralization outside the typical iron-formation host.
In addition to the winter program, the Company completed a sonic drill program focused on the western portion of the Muskego target area (see Figure 11). The purpose of the sonic drill program was to gain till and bedrock samples to generate additional drill targets in this underexplored region. Further, the Company completed a 54 line-kilometre IP survey over the main portion of the Muskego target. The IP survey will support exploration efforts by refining current targets and outlining new targets.
Figure 11: Muskego Target Plan View Map

(1) Drill intercepts are presented using a 1.0 g/t Au cut-off and as drilled length. Composites include internal dilution of up to 3 m at grades less than 1.0 g/t Au. True width is estimated to be 70 to 90% of drilled length. Sampling protocols, quality control and assurance measures and geochemical results related to historic drill core samples quoted in this news release have not been verified by the Qualified Person and therefore must be regarded as estimates.
(2) Full assay result is incomplete as overlimit assays remain pending.

GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 21
Dore Gold Project Overview
The Dore Gold Project is located 40 km east of Newmont's Borden Gold project and 30 km northwest of IAMGOLD's Cote Lake gold project in Ontario. The land package consists of approximately 212 square km and covers a 12-kilometre-long section of Archean greenstone within the Swayze Greenstone Belt (see Figure 12).
Geology
The Dore Project is located within the central part of the Swayze Greenstone Belt that is part of the western extension of the Abitibi Subprovince, a Neo-Archean granitoid-greenstone belt. This greenstone belt is bounded and transected by major faults and large batholiths including the Kapuskasing Fault, the PDFZ, the Ridout Fault, the Kenogamissi batholith, and the Nat River and Ramsey granitoid complexes.
The Dore Gold property covers mafic and felsic volcanic packages along the Rundle Fault Zone and is located only a few km north of the Rideout Fault Zone that hosts the Cote Lake gold deposit.
The western limit and central zone of the Dore Gold property is located within the Bret Lake synform, which is composed mainly of metasedimentary rocks and metavolcanic flows from the Swayze-Dore stratigraphic package. The rocks are a mixed group of felsic to intermediate pyroclastic and volcaniclastic rocks intercalated with epiclastic metasedimentary rocks of the Swayze series. Irregular feldspar-quartz porphyry stocks, dykes, and sills, and medium to coarse-grained diorite-gabbro intrude all rocks within the supra-crustal sequences. Northwest striking diabase dikes intrude all older lithologies. Known gold mineralization described for this area is related with shear zones; porphyritic intrusions, and quartz-carbonate-sericite veins with associated carbonatization, silicification, chloritization, and potassic alteration.
The eastern-most claims of the property package cover the central section of the Bret Lake synform at the contact with a large intrusive center that include dioritic and syenitic marginal intrusive phases. Quartz-carbonate-sericite gold mineralization is reported in close special relationship with the intrusive rocks.
Recent Exploration – Dore Gold Project
The Company carried out a widespread bulk till sample program late in 2023. A total of 215 samples were taken with an additional 45 samples collected during the summer of 2024. All grain counts and geochemical results have now been received and GFG is planning follow-up prospecting programs for the summer of 2025 to follow-up on anomalous gold grain counts in till up to 110 grains per 10kg sample. The goal is to develop these greenfield targets into drill targets for first drill testing late in 2025 or 2026.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)

Figure 12: Dore Gold Project
Montclerg Gold Project Overview
The Montclerg Gold Project is located $48\mathrm{km}$ east of the prolific Timmins Gold Camp and is surrounded by multiple current and historic gold mines. The Project consists of five patented mining claims and 110 unpatented mining claims that cover 10 km of the highly prospective Pipestone Deformation Zone (see Figures 1-2) which hosts multiple gold deposits and mines in one of the most prolific gold districts in the world.

Figure 13: Montclerg Gold Project Geology Map with Historic Drill Holes
The Montclerg Gold Project overlaps the Pipestone Deformation Zone, a major northern splay of the Porcupine Destor Deformation Zone ("PDFZ") and is within $10\mathrm{km}$ 's of the Stock Mine and Mill and the Taylor Gold Mine. The two gold prospects at the Montclerg Gold Project, MC and CX, occur north and south of the Pipestone Deformation Zone, respectively, and are associated with east-northeast trending fault zones that bisect the metasedimentary, felsic volcanic, mafic volcanic and felsic porphyric rocks of the area.
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2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 23
MC Prospect
Since the discovery of gold at the MC prospect in 1938, and prior to the acquisition of the Project by GFG, a total of 19,730 m were drilled in 96 holes that sporadically test the trend over a 1.5 km strike length. The vast majority of holes, approximately 80, were drilled prior to 1967 and focused on depths of less than 150 m. These historic holes were not sampled completely with only the most intensely veined intervals assayed.
Drilling in 2016 demonstrated the existence of up to five separate gold zones at the MC prospect. Well-sampled drill core shows three upper zones with grades and thickness on the order of 1.5 g/t Au over 25.5 m⁽¹⁾. Two deeper zones were intersected in several drill holes that tested the mafic volcanic footwall deeper than 200 m vertical. The two deeper zones are higher grade and have returned up to 3.28 g/t Au over 2.4 m, 3.69 g/t Au over 7.4 m (including 9.23 g/t Au over 2.2 m) and 6.05 g/t Au over 2.0 m⁽¹⁾. Broadly spaced drilling indicates this footwall system extends over a strike length of 175 m.
CX Prospect
The CX prospect, occurring about 350 m south of the MC prospect, was first drilled in 1987. A total of 4,700 m has been drilled in 23 holes that test portions of the 1.2 km trend to depths of less than 200 m. The geology and character of mineralization is analogous to the Clavos gold deposit with the mineralization at CX also occurring in close proximity to a quartz-feldspar porphyry body that intruded along the contact of the metasedimentary and ultramafic rocks within the Pipestone Deformation Zone.
Both the MC and CX prospects have only been drilled sporadically along strike and have only been tested to shallow depths (<200 m vertical) (see Figure 13). They remain open at depth and along strike. Importantly, the deeper high-grade zones at the MC prospect demonstrate the high prospectivity of the footwall mafic volcanic rocks. See Table 5 below for a list of selected highlighted historic drill results⁽¹⁾.
Table 5: Select Highlighted Historic Drill Holes from the Montclerg Gold Project
| Hole | From (m) | To (m) | Length (m) | Au (g/t) | Zone |
|---|---|---|---|---|---|
| MON-16-01 | 40.5 | 81.0 | 40.5 | 1.20 | MC Central |
| and | 54.0 | 79.5 | 25.5 | 1.53 | MC Central |
| and | 121.5 | 145.5 | 24.0 | 0.88 | MC Central |
| and | 294.6 | 297.0 | 2.4 | 3.28 | MC Central |
| MAT-06-07 | 324.6 | 332.0 | 7.4 | 3.69 | MC Central |
| incl. | 324.6 | 326.9 | 2.2 | 9.23 | MC Central |
| and | 369.3 | 371.3 | 2.0 | 6.05 | MC Central |
| MON-07-01 | 48.6 | 60.0 | 11.3 | 1.76 | MC West |
| and | 65.4 | 73.7 | 8.3 | 1.92 | MC West |
| and | 126.0 | 134.0 | 8.0 | 2.66 | MC West |
| CMX13 | 58.0 | 59.0 | 1.0 | 3.98 | CX Central |
| and | 63.0 | 69.0 | 6.0 | 1.20 | CX Central |
| and | 82.0 | 87.0 | 5.0 | 4.11 | CX Central |
| and | 85.0 | 86.0 | 1.0 | 16.95 | CX Central |
Drill intercepts are historical and presented using a 0.20 g/t Au cut-off and as drilled length. True width is estimated to be 50 to 90% of drilled length. GFG's QP has not verified the laboratory accreditation, analytical method, sample size or QA/QC procedures utilized for the historic drill results.
Potential quantity and grade are conceptual in nature. There has been insufficient exploration to define a Mineral Resource on the Project to date and it is uncertain if further exploration will result in the Project being defined as a Mineral Resource.
2023 Exploration Program – Montclerg Gold Project
Phase 2 Drill Program
The Company completed its 15-hole Phase 2 drill program at its Goldarm property during the fourth quarter of 2023. In the Phase 2 drill program the Company completed a total of 3,613 m from 15 holes (seven at the Montclerg Gold Project and eight at the Aljo Gold Project). The program focused on step-out and in-fill drilling at Montclerg and tested a spectrum of targets at Aljo located within the Goldarm Property east of Timmins, Ontario (see Table 6 and Figures 14 to 16).
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
The consistency of the results from both step-out and infill drilling demonstrate not only the strong continuity of the system but also the significant expansion potential at depth and along strike. In addition to strong results, the infill drilling has been critical in confirming the geometry and coherence of these mineral systems at shallow depths.
Table 6: Highlighted Assay Results from the 2023 Phase 2
| Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone |
|---|---|---|---|---|---|
| MTC-23-058 | 100.9 | 102.9 | 2.0 | 1.6 | Undefined |
| and | 385 | 394.2 | 9.2 | 0.79 | Lower Footwall |
| and | 397.4 | 398.3 | 0.9 | 2.99 | Lower Footwall |
| and | 405.6 | 409.9 | 4.3 | 0.65 | Lower Footwall |
| MTC-23-059 | 424.2 | 437.0 | 12.8 | 4.79 | Lower Footwall |
| incl. | 428 | 432.3 | 4.3 | 10.05 | |
| and | 435.6 | 436.5 | 0.9 | 4.97 | Lower Footwall |
| MTC-23-060 | 63.1 | 88.0 | 24.9 | 1.05 | Upper Main |
| and | 95.7 | 137.5 | 41.8 | 0.92 | Lower Main |
| and | 141.6 | 145.1 | 3.5 | 1.05 | Lower Main |
| and | 249.5 | 250.0 | 0.5 | 1.95 | Lower Footwall |
| and | 252.6 | 255.8 | 3.2 | 0.97 | Lower Footwall |
| MTC-23-061 | 98.6 | 100.5 | 1.9 | 5.11 | Upper Main |
| incl. | 98.6 | 100.0 | 1.4 | 6.79 | |
| and | 141.5 | 152.2 | 10.7 | 1.34 | Upper Footwall |
| incl. | 151.1 | 152.2 | 1.1 | 5.61 | |
| and | 253.1 | 255.6 | 2.5 | 4.45 | Lower Footwall |
| incl. | 253.1 | 255.0 | 1.9 | 5.63 | |
| and | 271.8 | 275.2 | 3.3 | 3.15 | Lower Footwall |
| incl. | 272.4 | 273.1 | 0.8 | 10.4 | |
| MTC-23-062 | 27 | 39.8 | 12.8 | 1.16 | Upper Main |
| and | 46.5 | 53.9 | 7.4 | 0.79 | Upper Main |
| and | 72.4 | 85.2 | 12.8 | 3.09 | Upper Main |
| incl. | 74 | 76.9 | 2.9 | 9.76 | |
| and | 109.5 | 113.6 | 4.1 | 2.41 | Upper Footwall |
| incl. | 111.1 | 111.9 | 0.9 | 8.2 | |
| MTC-23-063 | 73.4 | 79.2 | 5.8 | 3.38 | Upper Footwall |
| incl. | 77.4 | 79.2 | 1.8 | 8.18 | |
| MTC-23-064 | 121.8 | 123.6 | 1.8 | 1.84 | Undefined |
| and | 371.3 | 376.6 | 5.3 | 0.66 | Lower Footwall |
Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 0.5 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.2 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 5 gram-metre product. True width is estimated to be 50 to 90% of drilled length.
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)

Figure 14: Montclerg Gold Project Cross Section Map
Commentary on Assay Results
- MTC-23-058 intersected $0.79\mathrm{g / t}$ Au over $9.2\mathrm{m}$ within a broader altered package, confirming increased thickness of the Lower Footwall Zone below $350\mathrm{m}$ .
- MTC-23-059 returned the strongest result from the Lower Footwall Zone to date, grading $4.79\mathrm{g / t}$ Au over $12.8\mathrm{m}$ including $10.05\mathrm{g / t}$ Au over $4.3\mathrm{m}$ , a $150\mathrm{m}$ step-out from earlier high-grade intercepts.
- MTC-23-060 infilled the Main Zone, yielding broad intervals of $1.05\mathrm{g / t}$ Au over $24.9\mathrm{m}$ and $0.92\mathrm{g / t}$ Au over $41.8\mathrm{m}$ , while also defining the upper extent of the Lower Footwall Zone.
- MTC-23-061 delivered multiple zones, highlighted by $4.45\mathrm{g / t}$ Au over $2.5\mathrm{m}$ and $3.15\mathrm{g / t}$ Au over $3.3\mathrm{m}$ in the Lower Footwall Zone, demonstrating up-dip continuity.
- MTC-23-062 intersected $3.09\mathrm{g / t}$ Au over $12.8\mathrm{m}$ including $9.76\mathrm{g / t}$ Au over $2.9\mathrm{m}$ near surface in the Upper Main Zone, one of the highest-grade intercepts drilled in this bulk-tonnage style system, and $2.41\mathrm{g / t}$ Au over $4.1\mathrm{m}$ in the Upper Footwall Zone.
- MTC-23-063 returned $3.38\mathrm{g / t}$ Au over $5.8\mathrm{m}$ including $8.18\mathrm{g / t}$ Au over $1.8\mathrm{m}$ , successfully extending the Upper Footwall Zone closer to surface.
- MTC-23-064 intersected $0.66\mathrm{g / t}$ Au over $5.3\mathrm{m}$ in the Lower Footwall Zone, $150\mathrm{m}$ east of MTC-23-058, and a hangingwall zone of $1.84\mathrm{g / t}$ Au over $1.8\mathrm{m}$ , confirming the system extends beyond current limits.
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
Collectively, the 2023 program demonstrates that Montclerg hosts broad zones of bulk-tonnage style mineralization in the Main Zone together with higher-grade shoots in the Footwall Zones. Results such as $4.79\mathrm{g / t}$ Au over $12.8\mathrm{m}$ in MTC-23-059 confirm that the system remains open at depth and laterally, supporting continued resource growth potential.

Figure 15: Montclerg Gold Project Plan View Map

Figure 16: Montclerg Gold Project MC Central Plan View Map
Phase 1 Drill Program
The Company completed its 13-hole 2023 Phase 1 drill program at the Montclerg Gold Project during the second quarter – final assay results were received in September 2023 (see Table 7 and Figures 17 & 18). The Phase 1 drill program was designed to complete infill drilling to confirm continuity in the MC Central area and drill significant step-out holes up to one km to the
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 27
east. Overall, the drill program was successful in proving continuity along strike and at depth in the MC Central and proving the potential for additional discoveries over a km east of MC Central.
Table 7: Final Assay Results from the 2023 Phase 1 Drill Program
| Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone |
|---|---|---|---|---|---|
| MTC-23-052 | 379.4 | 380.0 | 0.6 | 1.09 | Undefined |
| MTC-23-053 | 63.5 | 64.3 | 0.8 | 1.27 | Upper Footwall |
| MTC-23-055 | 72.0 | 74.8 | 2.8 | 1.70 | Upper Footwall |
| MTC-23-056 | 83.5 | 84.5 | 1.0 | 1.09 | Upper Main |
| 129.0 | 130.0 | 1.0 | 0.29 | ||
| 143.0 | 176.0 | 33.0 | 0.92 | Main Zone | |
| 189.4 | 191.4 | 2.0 | 1.56 | ||
| 195.4 | 197.0 | 1.6 | 0.69 | ||
| 202.9 | 205.8 | 2.9 | 0.60 | ||
| 216.2 | 217.3 | 1.1 | 1.22 | ||
| 226.3 | 227.7 | 1.4 | 0.56 | ||
| 262.8 | 263.8 | 1.0 | 4.05 | Lower Footwall | |
| 277.0 | 280.3 | 3.3 | 0.23 | ||
| 295.0 | 297.2 | 2.2 | 3.49 | Lower Footwall | |
| incl. | 295.5 | 296.6 | 1.1 | 5.78 | |
| MTC-23-057 | 254.5 | 256.8 | 2.3 | 2.25 | Lower Footwall |
| 346.0 | 348.7 | 2.7 | 10.21 | ||
| 346.0 | 347.5 | 1.5 | 16.20 | ||
| 375.5 | 376.7 | 1.2 | 2.42 | Lower Footwall | |
| MTC-23-045 | 177.4 | 182.9 | 5.5 | 2.00 | New Zone |
| 220.6 | 227.3 | 6.7 | 1.23 | New Zone | |
| MTC-23-046 | 117.0 | 121.5 | 4.5 | 0.54 | New Zone |
| 265.0 | 275.6 | 10.6 | 1.93 | New Zone | |
| 265.7 | 266.6 | 0.9 | 6.63 | ||
| 272.0 | 273.9 | 1.9 | 4.94 | ||
| MTC-23-048 | 34.8 | 37.5 | 2.7 | 1.91 | Upper Main |
| 47.3 | 61.2 | 13.9 | 0.50 | Lower Main | |
| 66.2 | 70.5 | 4.3 | 0.42 | ||
| 88.0 | 92.1 | 4.1 | 4.10 | Upper Footwall | |
| 88.5 | 92.1 | 3.6 | 4.61 | ||
| MTC-23-054 | 56.8 | 60.6 | 3.8 | 1.15 | Upper Footwall |
| 73.1 | 81.2 | 8.1 | 9.97 | Upper Footwall | |
| 73.6 | 79.8 | 6.2 | 12.89 |
*Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 0.5 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.2 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 5 gram-metre product. True width is estimated to be 50 to 90% of drilled length.
** Holes MTC-23-047, 049, 050, 051 had no significant gold assays.
Commentary on Assay Results
- MTC-23-045 intersected two new zones 700 m northeast of MC Central, highlighted by 2.00 g/t Au over 5.5 m and 1.23 g/t Au over 6.7 m, confirming system potential along strike.
- MTC-23-046 returned 1.93 g/t Au over 10.6 m including 6.63 g/t Au over 0.9 m, correlating with earlier low-grade intervals and supporting continuity of the Lower Footwall Zone 1 km east of MC Central.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
- MTC-23-048 intersected 0.50 g/t Au over 13.9 m in the Main Zone and extended the Upper Footwall Zone with 4.09 g/t Au over 4.1 m including 6.28 g/t Au over 2.3 m.
- MTC-23-052 (1.3 km east) returned 1.09 g/t Au over 0.6 m, highlighting the eastern basalt panel as a new prospective corridor.
- MTC-23-053 & 055 confirmed shallow Upper Footwall mineralization with 1.27 g/t Au over 0.8 m and 1.70 g/t Au over 2.8 m, respectively.
- MTC-23-054 delivered one of the best intercepts to date from the Upper Footwall Zone with 9.97 g/t Au over 8.1 m, significantly extending mineralization toward surface.
- MTC-23-056 intersected broad Main Zone mineralization of 0.92 g/t Au over 33.0 m and high-grade Lower Footwall hits of 4.05 g/t Au over 1.0 m and 5.78 g/t Au over 1.1 m.
- MTC-23-057 confirmed the depth potential of the Lower Footwall Zone with 10.21 g/t Au over 2.7 m including 16.20 g/t Au over 1.5 m at 330 m vertical depth, the deepest high-grade intercept drilled at Montclerg to date.
Collectively, these results demonstrate strong continuity within MC Central, expansion of the Footwall zones, and significant strike extension potential, underscoring the scale and growth opportunity of the Montclerg system.

Figure 17: Montclerg Gold Project Plan View Map
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)

Figure 18: Montclerg Gold Project MC Central Plan View Map
RESULTS OF OPERATIONS
The following financial data is derived from the Company's consolidated financial statements for the years ended June 30, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Expenses* | $1,939,359 | $2,063,111 | $12,444,973 |
| Net income (loss) before income taxes* | $1,752,643 | $(1,098,371) | $(11,848,753) |
| Basic and diluted loss per share | $0.01 | $(0.01) | $(0.06) |
| Total current assets | $6,560,030 | $2,313,328 | $3,701,212 |
| Total current liabilities | $976,491 | $1,003,483 | $971,021 |
| Working capital | $5,583,539 | $1,309,845 | $2,730,191 |
| Exploration and evaluation assets | $36,757,211 | $32,462,507 | $29,330,733 |
- 2023 figures include an impairment charge of $10,752,013 reported on the Company's RSH Project.
Financial year ended June 30, 2025 versus the financial year ended June 30,2024
Net income (loss)
For the year ended June 30, 2025, the Company reported net income before taxes of $1,752,643, or$ 0.01 per share, which included $315,755 in non-cash share-based compensation and $105,174 non-cash loss on the mark to market of the Company's investment which was offset by the $472,408 non-cash gain on the derecognition of the flow-through share premium combined with $70,041 in non-cash accretion interest income on the unwinding of the promissory note. This compares to the prior year's net loss before taxes of $1,098,371, or$ 0.01 per share, which included $241,457 in non-cash share-based compensation which was offset by the $663,290 non-cash gain on the derecognition of the flow-through share premium. Adjusting for the above items, net income for the year ended June 30, 2025 is $1,631,123 compared to a net loss of $1,520,204 for the prior year. This significant increase was primarily due to the reported gain on sale of the Rattlesnake Property combined with decreases in
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 30
property holding costs, consulting fees and rent partially offset by increased office expenditures, professional fees and investor relations expenditures.
The Company completed the sale of its Rattlesnake Property and recorded a total gain on sale of $3,273,275. Of this, $3,048,211 was recognized during the year ended June 30, 2025 with the remaining $225,064 being recognized during fiscal 2024 (see Note 10 to the Financial Statements).
Expenses
For the year ended June 30, 2025, the Company incurred total operating expenses of $1,939,359 versus $2,063,111 incurred during the prior year. Prior to non-cash share-based compensation of $315,755, total operating expenses for the current year were $1,623,604. For the comparative year, total operating expenses prior to non-cash share-based compensation of $241,457 were $1,821,654.
Significant year over year expense variations are described below:
- Consulting fees decreased by $31,416, year over year. This was due to a decrease in corporate development activities during the current fiscal year;
- Insurance costs decreased by $6,232, year over year. This decrease was due to Rattlesnake Property costs being recovered pursuant to the Rattlesnake Agreement;
- Investor relations expenditures increased by $135,319, year over year. The increase was a result of added focus on trade shows and related travel costs;
- Professional fees increased by $16,779, year over year. The increase was due to a combination of higher legal fees incurred during fiscal 2025, which related to the negotiation of a First Nations exploration agreement, and added general advisory fees reported during the current year;
- Property holding costs decreased by $259,161, year over year. This decrease was a result of Rattlesnake Property expenditure reimbursements pursuant to the Rattlesnake Agreement with Patriot (see Note 10 to the Financial Statements);
- Office expenditures increased by $23,669, year over year. The increase was a result of added IT expenditures reported during fiscal 2025.
- Rent decreased by $92,708, year over year. This decrease was due to Rattlesnake Property costs being recovered pursuant to the Rattlesnake Agreement;
- Salaries and benefits increased by $15,015, year over year. This increase was due to salary increases during the current fiscal year; and
- Share-based compensation increased by $74,298, year over year. The increase was due to the timing of expensing the estimated fair value of stock options granted combined with an increase in the fair value (Black Scholes) and volume of stock options granted during the year.
Financial year ended June 30, 2024 versus the financial year ended June 30, 2023
Net loss
For the year ended June 30, 2024, the Company reported a Net loss before income taxes of $1,098,371, or $0.01 per share, which included $241,457 in non-cash share-based compensation which was offset by the $663,290 non-cash gain on the derecognition of the Flow-through share premium. This compares to the prior year's Net loss before income taxes of $11,848,753, or $0.06 per share, which included a non-cash impairment charge of $10,752,013 and $249,343 in non-cash share-based compensation which were offset by the $579,728 non-cash gain on the derecognition of the Flow-through share premium. Adjusting for the above items, the Net loss before income taxes for the year ended June 30, 2024 is $1,520,204 compared to $1,427,125 for the prior year.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 31
Expenses
For the year ended June 30, 2024, the Company incurred total operating expenses of $2,063,111 versus the $12,444,973 incurred during the comparative year. Prior to non-cash share-based compensation of $241,457, total operating expenses for fiscal 2024 were $1,821,654. For the comparative year, total operating expenses prior to the non-cash Impairment charge of $10,752,013 and non-cash share-based compensation of $249,343 were $1,443,617.
Significant year over year expense variations are described below:
- Consulting fees decreased by $78,902, year over year. This was due to a reduction in capital markets advisory and consulting fees incurred this year versus the prior year. In addition, as a result of her compensation arrangements, the Company’s previous VP Exploration had certain of her fees allocated to consulting fees during the comparative year (see Salaries and benefits discussion below);
- Investor relations expenditures increased by $15,244, year over year. The increase was due to added costs incurred on trade shows, travel and marketing offset by reduction in consulting and annual general meeting expenditures;
- Professional fees increased by $12,715, year over year. The increase was due to increased audit fees;
- Property holding costs increased by $259,161, year over year. This increase was due to property holding costs being expensed during the current year, a result of the earn-in JV agreement with Group 11 Technologies Inc. (“Group 11”) ending during the prior fiscal year (see Note 7 to the Financial Statements);
- Office expenditures increased by $15,753, year over year. This was a result of larger IT expenditures incurred during fiscal 2024;
- Regulatory and filing fees increased by $8,939, year over year. This increase was a result of added costs incurred pursuant to the warrant modification and stock option plan renewal;
- Rent increased by $72,265, year over year. This was due to certain prior year’s costs being recovered pursuant to the earn-in JV agreement with Group 11 (see Note 7 to the Financial Statements);
- Salaries and benefits increased by $87,551, year over year. This increase is a result of changes in corporate allocations and vacation pay accruals resulting in more of these costs being expensed; and
- Travel costs decreased by $16,135, year over year. This was due to decreased corporate activity during fiscal 2024.
Deferred tax expense
For the year ended June 30, 2025, the Company reported deferred income tax expense of $211,000 (June 30, 2024 - $148,000; June 30, 2023 - $nil). The deferred income taxes were mainly associated with the difference between the book value of the Company’s exploration and evaluation assets and their cost base for tax purposes, as it was reduced as a result of flow-through financings which are typically used to fund the Company’s exploration programs on its Goldarm and Pen and Dore Projects.
Interest and Other Expense
Interest and other expense includes accretion expense (see Note 16 to the Financial Statements), interest expense on the Company’s lease liability (see Note 14 to the Financial Statements) and other miscellaneous expenditures. For the year ended June 30, 2025, interest and other expense was $12,663 (June 30, 2024 - $33,861; June 30, 2023 - $72,435).
Interest Income
Interest income includes interest earned on surplus cash placed on call with low-risk financial institutions. For the year ended June 30, 2025, interest income was $101,860 (June 30, 2024 - $87,287; June 30, 2023 - $71,752). The increase, year over year, was a result of higher surplus cash earning interest at declining rates during fiscal 2025.
Other Income
Other income includes a deposit and certain expense reimbursements received pursuant to the Rattlesnake Agreement, accretion interest income reported on the unwinding of the discount on the promissory note receivable and an amount due from Group
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 32
11, which was received subsequent to June 30, 2025. For the year ended June 30, 2025, other income was $195,094 (June 30, 2024 - $10,000; June 30, 2023 - $nil).
Gain on Sale of the Rattlesnake Property
On December 16, 2024, the Company sold its 100% owned Rattlesnake Property to Patriot for $1,700,000 in cash, a $1,000,000 noninterest-bearing promissory note, due December 16, 2025, and 3,061,224 common shares (subject to resale restrictions) of Axcap Ventures Inc. (the parent company of Patriot) having an undiscounted value of $581,633. As part of the transaction, Patriot also assumed the asset retirement obligation of $288,095.
The total gain on sale was recorded as follows:
| Consideration received | $ |
|---|---|
| Cash payments | 1,700,000 |
| Fair value of promissory note | 869,566 |
| Fair value of common shares received | 490,131 |
| Legal fees | (74,517) |
| Fair value of the consideration | 2,985,180 |
| Value of obligations transferred | |
| Asset retirement obligation | 288,095 |
| Total gain on sale | 3,273,275 |
| Gain recognized in prior year | (225,064) |
| Gain recognized in current year | 3,048,211 |
Summary of Quarterly Results for the Last Eight Consecutive Quarters
Historical quarterly financial information derived from the Company's eight most recently completed quarters is as follows:
| June 30 2025 | Mar 31 2025 | Dec 31 2024 | Sept 30 2024 | June 30 2024 | Mar 31 2024 | Dec 31 2023 | Sept 30 2023 | |
|---|---|---|---|---|---|---|---|---|
| Net income (loss) before taxes | $(419,675) | $(375,674) | $2,489,299 | $58,693 | $(114,487) | $(427,272) | $(202,876) | $(353,736) |
| Net income (loss) per share | $0.00 | $0.00 | $0.01 | $0.00 | $(0.00) | $(0.00) | $(0.00) | $(0.00) |
| Total assets | $43,351,113 | $41,570,201 | $40,904,425 | $34,953,127 | $35,157,541 | $32,805,100 | $32,858,112 | $33,183,158 |
| Total liabilities | $1,335,491 | $1,695,744 | $922,693 | $1,185,947 | $1,450,275 | $761,273 | $846,473 | $1,340,872 |
The net income (loss) before taxes fluctuated over the eight quarters primarily because of variable non-cash recovery of premium on flow-through shares (see Note 13 to the Financial Statements). For the quarters ended December 31, 2024, September 30, 2024 and June 30, 2024, the net income (loss) before taxes was impacted by the deposit received and gain on sale of the Rattlesnake Property.
Total assets have generally trended higher over the past eight quarters. The increase to total assets over the eight quarters was a result of exploration and evaluation spending, funded by equity issues. Any decline in total assets quarter over quarter was largely due to eligible private placement proceeds being spent on general and administrative costs. For the quarter ended December 31, 2024, the significant increase in total assets was due to proceeds received on the sale of the Rattlesnake Property (see Note 10 to the Financial Statements) combined with the exercise of warrants (see Note 17 to the Financial Statements).
Fluctuations in total liabilities over the past eight quarters is due to the timing of trade payables, as they relate to exploration expenditures, and the recording of flow-through share premium liabilities (see Note 13 to the Financial Statements). In addition, over the past five fiscal quarters, the Company reported a Deferred tax liability of $359,000, $328,100, $222,100, $191,000 and $148,000, respectively.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 33
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations to date through the issuance of common shares. The Company will continue to seek capital through various means including the issuance of equity. The Company has not pledged any of its assets as security for loans, or otherwise, and is not subject to any debt covenants.
The Company’s liquidity and capital resources are as follows:
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| Cash and cash equivalents | $4,649,387 | $2,147,401 |
| Total current assets | $6,560,030 | $2,313,328 |
| Total current liabilities | $976,491 | $1,003,483 |
| Working capital | $5,583,539 | $1,309,845 |
At June 30, 2025, the Company had cash and cash equivalents of $4,649,387 (June 30, 2024 - $2,147,401) and working capital of $5,583,539 (June 30, 2024 - $1,309,845). The increase in working capital was primarily a result of proceeds received on the sale of the Rattlesnake Property combined with proceeds from the exercise of warrants; this was offset by general administrative expense and exploration and evaluation expenditures incurred at the Goldarm Property and the Pen and Dore Gold Projects. As the Company currently has no source of recurring income or operating cash flow to fund projected levels of exploration activities and associated overhead costs, it is dependent upon and will continue to be dependent on equity or other forms of financing.
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |
|---|---|---|
| Cash flow from (used) in: | ||
| Operating activities | $(1,557,180) | $(1,511,505) |
| Investing activities | $(2,715,036) | $(2,147,453) |
| Financing activities | $6,774,202 | $2,322,351 |
| Increase (decrease) in cash | $2,501,986 | $(1,336,607) |
| Cash and cash equivalents, beginning of year | $2,147,401 | $3,484,008 |
| Cash and cash equivalents, end of year | $4,649,387 | $2,147,401 |
Operating Activities
During the year ended June 30, 2025, the Company’s cash flow used in operating activities was $1,557,180 (June 30, 2024 - $1,511,505). This increase in net cash used in operating activities was due to a $339,480 decrease in cash used in operations prior to working capital changes, primarily a result of a deposit and Rattlesnake Property expenditure reimbursements received pursuant to the Rattlesnake Agreement, offset by certain expenditure increases, combined with a $385,155 increase in cash used as a result of changes in non-cash working capital items.
Investing Activities
Cash used in investing activities for the year ended June 30, 2025 was $2,715,036 (June 30, 2024 - $2,147,453). Cash expenditures for the current year were comprised of exploration expenditures at the Company’s Goldarm Property and Pen and Dore Gold Projects of $4,115,455 (June 30, 2024 - $2,364,144). Also, during the year the Company received cash proceeds of $1,400,419, net of legal costs, from the sale of the Rattlesnake Property (see Note 10 to the Financial Statements).
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
The following is a continuity of the Company's exploration and evaluation expenditures:
| Ontario Pen & Dore | Ontario Goldarm(1) | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Balance at June 30, 2023 | 23,076,369 | 6,254,364 | 29,330,733 |
| Additions: | |||
| Acquisition and staking costs | - | 518,469 | 518,469 |
| Exploration expenses | |||
| Claim maintenance fees | 19,818 | 19,389 | 39,207 |
| Consulting | 100,962 | 530,203 | 631,165 |
| Salaries and benefits | 140,445 | 693,408 | 833,853 |
| Drilling | - | 659,195 | 659,195 |
| Geophysics | - | 39,077 | 39,077 |
| General field expenses | 26,788 | 384,020 | 410,808 |
| 288,013 | 2,843,761 | 3,131,774 | |
| Balance at June 30, 2024 | 23,364,382 | 9,098,125 | 32,462,507 |
| Ontario Pen & Dore | Ontario Goldarm | Total | |
| --- | --- | --- | --- |
| $ | $ | $ | |
| Balance, June 30, 2024 | 23,364,382 | 9,098,125 | 32,462,507 |
| Additions: | |||
| Acquisition and staking costs | 4,500 | 253,604 | 258,104 |
| Exploration expenses | |||
| Claim maintenance fees | 8,323 | 20,787 | 29,110 |
| Consulting | 870,293 | 525,182 | 1,395,475 |
| Salaries and benefits | 298,847 | 530,144 | 828,991 |
| Drilling | 558,603 | 402,115 | 960,718 |
| Geophysics | 308,318 | - | 308,318 |
| General field expenses | 361,974 | 352,014 | 713,988 |
| 2,410,858 | 2,083,846 | 4,494,704 | |
| Ontario Junior Exploration Program Assistance | - | (200,000) | (200,000) |
| 2,410,858 | 1,883,846 | 4,294,704 | |
| Balance, June 30, 2025 | 25,775,240 | 10,981,971 | 36,757,211 |
(1) The Goldarm Property is primarily comprised of the Montclerg Gold Project, the WWCC Project and the Aljo Gold Project.
Financing Activities
During the year ended June 30, 2025, the Company received private placement proceeds, net of issue costs, of $2,965,774. In addition, pursuant to warrant exercises, the Company issued 28,557,907 common shares for proceeds, net of legal costs, of $3,711,029 (see Note 17 to the Financial Statements). Also, 908,929 stock options were exercised, pursuant to the Company's stock option plan, with an average grant price of $0.15 per common share for net proceeds of $139,997.
For the year ended June 30, 2025 and 2024, pursuant to disclosure requirements of IFRS 16 Leases, the Company reported lease payments of $42,598 and $40,785, respectively (see Note 14 to the Financial Statements).
During the year ended June 30, 2024, the Company repaid its $30,000 Canada Emergency Business Account (CEBA) and recognized a $10,000 gain on the forgiveness of principal.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 35
RELATED PARTY TRANSACTIONS
Summary of key management personnel compensation:
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |
|---|---|---|
| $ | $ | |
| Salaries and benefits capitalized to exploration and evaluation assets expenditures | 213,566 | 176,786 |
| Salaries and benefits(1) | 623,911 | 632,336 |
| Director fees | 76,356 | 72,999 |
| Share-based compensation | 298,105 | 241,707 |
| Share-based compensation capitalized to exploration and evaluation and assets expenditures | 63,684 | 23,194 |
| 1,275,622 | 1,147,022 |
(1) Includes salaries and benefits reported within Investor relations.
Compensation of the Company's key management personnel includes salaries, non-cash benefits and board retainers. Executive officers and members of the board of directors may also participate in the stock option program.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet arrangements at June 30, 2025, or as of the date of this report.
CRITICAL JUDGMENTS AND ESTIMATES
The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting year. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Areas requiring a significant degree of estimation and judgment relate to Exploration and evaluation asset valuation, share-based transactions, functional currency determination and income tax provisions.
PROPOSED TRANSACTIONS
Unless otherwise disclosed, the Company does not have any proposed transactions that have been approved by the Board of Directors. It continues to review and evaluate potential exploration properties.
RISKS & UNCERTAINTIES
The securities of the Company are highly speculative due to the present stage of the Company's business as well as the nature of the mineral exploration industry in general. The reader is cautioned that the following description of risks and uncertainties is not all-inclusive as it pertains to conditions currently known to management. There can be no guarantee or assurance that other factors will or will not adversely affect the Company.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 36
Risks Inherent to Mineral Exploration
The Company is an exploration company focused primarily on the acquisition and exploration of mineral properties. There is no assurance that any of the Company’s projects can be mined profitably. Accordingly, it is not assured that the Company will realize any profits in the short to medium term, if at all. Any profitability in the future from the business of the Company will be dependent upon developing and commercially mining an economic deposit of minerals, which is subject to numerous risk factors. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time that even a combination of management’s careful evaluation, experience and knowledge may not eliminate. While discovery of ore-bearing structures may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs of the Company will result in profitable commercial mining operations. The profitability of the Company’s operations will be, in part, directly related to the cost and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral reserves that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on those properties that are actually developed.
Further, the terms “resource(s)” or “reserve(s)” cannot be used to describe any of the Company’s exploration properties due to the early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if further exploration will result in the determination of any mineral resource. Any information, including quantities and/or grade, described in this MD&A should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the viability or profitability of future operations.
Financing/Dilution
The Company currently has no source of recurring income to fund projected levels of exploration activity and associated overhead costs. The Company is therefore dependent upon equity financing to fund its exploration plans. There can be no assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all. The inability to raise further funds through additional equity issuances or by other means, could result in delays or the indefinite postponement of planned exploration or, in certain circumstances, the loss of some or all of its property interests or cessation of all exploration activities. The occurrence of any of these events could have a material adverse effect upon the value of the Company’s securities. If additional financing is raised by the issuance of additional common shares, holders of shares previously issued will suffer immediate dilution.
Community Relationships
The Company's relationships with the communities in which it operates are critical to ensure the future success of its existing operations and the development of its projects. There is no reason to believe at this time that there are, or will be, issues related to Indigenous land claims or objections locally. While the Company is committed to operating in a socially responsible manner and working towards entering into agreements in satisfaction of such requirements, there is no guarantee that its efforts will be successful, in which case interventions by third parties could have a material adverse effect on the Company's business, financial position and operations.
History of Losses
The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration programs will result in profitable operations. The Company has not determined whether any of its properties contains economically recoverable reserves of mineralized material and currently has not earned any revenue from its projects; therefore, the Company does not generate cash flow from its operations. There can be no assurance that significant additional losses will not occur in the future. The Company's operating expenses and capital expenditures may increase in future years with advancing exploration, development and/or production from the Company's properties. The Company does not expect to receive revenues from operations in the foreseeable future and expects to incur losses until such time as one or more of its properties enters into commercial production and generates sufficient revenue to fund continuing operations. There is no assurance that any of the Company's properties will eventually enter commercial operation. There is also no assurance that new capital will become available, and if it is not, the Company may be forced to substantially curtail or cease operations.
Title
Although the Company has exercised due diligence with respect to title to properties in which it has interests, there is no guarantee that title to the properties will not be challenged or impugned. The Company’s mineral property interests may be subject to prior unregistered agreements or transfers or land claims, and title may be affected by undetected defects. In addition,
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 37
the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or to carry out and file assessment work, can lead to the unilateral termination of concessions by mining authorities or other governmental entities.
Permitting
The Company's exploration operations are subject to government legislation, policies and controls. For the Company to carry out its exploration activities, its various licences and permits must be obtained and kept current. There is no guarantee that the Company's licences and permits will be granted, or that once granted will be extended. In addition, the terms and conditions of such licences or permits could be changed and there can be no assurances that any application to renew any existing licences will be approved. There can be no assurance that all permits that the Company requires will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that the Company has obtained, could have a material adverse impact on the Company. The Company will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Company will be able to comply with any such conditions.
Health and Safety
The Company's operations are subject to various health and safety laws and regulations that impose various duties on the Company's operations relating to, among other things, worker safety and obligations in respect of surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, the Company's operations.
Environment
Environmental legislation affects nearly all aspects of the Company's operations. Compliance with environmental legislation can require significant expenditures and failure to comply with environmental legislation may result in the imposition of fines and penalties, clean-up costs arising out of contaminated properties, damages and the loss of important permits. There can be no assurances that the Company will be at all times in compliance with all environmental regulations or that steps to achieve compliance would not materially adversely affect the Company. Environmental laws and regulations are evolving in all jurisdictions where the Company has activities. The Company is not able to determine the specific impact that future changes in environmental laws and regulations may have on the Company's operations and activities, and its resulting financial position; however, the Company anticipates that capital expenditures and operating expenses will increase in the future as a result of the implementation of new and increasingly strident environmental regulation. Further changes in environmental laws, new information on existing environmental conditions or other events, including legal proceedings based upon such conditions or an inability to obtain necessary permits, could require increased financial resources or compliance expenditures or otherwise have a material adverse effect on the Company.
Legal Proceedings
The nature of the Company's business may subject it to numerous regulatory investigations, claims, lawsuits, and other proceedings. The result of these legal proceedings cannot be predicted with certainty. There can be no assurances that these matters will not have a material adverse effect on the Company.
Foreign Currency Risk
The Company has operations in Canada and the United States subject to foreign currency fluctuations. The Company's operating expenses are incurred in Canadian and in United States dollars, and the fluctuation of the Canadian dollar in relation to United States dollar will have an impact upon the cash flows of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity.
Information Systems Security Threats
The Company's operations depend upon information technology systems which may be subject to disruption, damage or failure from different sources, including, without limitation, installation of malicious software, computer viruses, security breaches, cyber-attacks and defects in design.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 38
Although to date the Company has not experienced any losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Key Management Personnel
The Company’s success depends to a certain degree upon key members for its management. It is expected that these individuals will be a significant factor in the Company’s growth and success. The loss of the service of members of the management team or certain key employees could have a material adverse effect on the Company.
Potential Conflicts of Interest
The directors and officers of the Company may serve as directors and/or officers of other public and private companies and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers of the Company may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. The laws of British Columbia and Saskatchewan, Canada, require the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict of interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions.
Substantial Volatility of Share Price
In recent years, the securities markets have experienced a high level of price and volume volatility, and the securities of many junior companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of the Company’s common shares is also likely to be significantly affected by short-term changes in mineral prices or in the Company’s financial condition or results of operations as reflected in its quarterly financial reports.
Competition
Significant and increasing competition exists for the limited number of mineral property acquisition opportunities available. As a result of this competition, some of which may be with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.
Gold Price
The price of the Company’s securities, its financial results, and its access to the capital required to finance its exploration activities may in the future be adversely affected by declines in the price of precious and base metals. Gold prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as the sale or purchase of gold by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. If these or other factors adversely affect the price of gold the market price of the Company’s securities may decline.
FINANCIAL INSTRUMENT RISKS
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, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 39
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents held in bank accounts. The Company has deposited the cash and cash equivalents with a high credit quality financial institution as determined by rating agencies. The risk of loss is low.
Liquidity Risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. At June 30, 2025, the Company has current assets in excess of current liabilities of $5,583,539 which will be sufficient to fund 2025 Goldarm Property and Pen and Dore Gold exploration programs and general and administrative costs.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to significant market risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market-related interest rates. The risk of loss is low.
Foreign Exchange Risk
Foreign exchange risk is the risk that fair value of future cash flows will fluctuate due to changes in foreign exchange rates.
The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy as follows:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The carrying value of the Company’s financial assets and liabilities are approximate to their fair values due to their short-term nature.
Capital Management
The Company manages its capital to ensure that there are adequate capital resources to safeguard the Company’s ability to continue as a going concern through the optimization of its capital structure. The capital structure consists of shareholders’ equity. The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares through private placement, incur debt or return capital to shareholders.
DISCLOSURE OF DATA FOR OUTSTANDING COMMON SHARES, OPTIONS and WARRANTS
At June 30, 2025, and the date of this report, the Company had:
| June 30, 2025 | Date of this report | |
|---|---|---|
| Common shares | 282,528,173 | 282,528,173 |
| Stock options | 15,287,573 | 15,287,573 |
| Warrants | 11,041,590 | 11,041,590 |
GFG Resources Inc.
2025 Management's Discussion and Analysis
(in Canadian dollars, except as otherwise noted)
Page 40
The following table summarizes the year’s stock options activities as follows:
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |||
|---|---|---|---|---|
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
| $ | $ | |||
| Outstanding, beginning of year | 12,393,962 | 0.14 | 10,979,112 | 0.16 |
| Granted | 4,387,000 | 0.19 | 3,590,000 | 0.09 |
| Exercised | (908,929) | 0.15 | - | - |
| Forfeited/Expired | (584,460) | 0.18 | (2,175,150) | 0.16 |
| Outstanding, end of year | 15,287,573 | 0.15 | 12,393,962 | 0.14 |
A summary of the stock options outstanding and exercisable at June 30, 2025 is as follows:
| Exercise Price | Number Outstanding | Number Exercisable | Expiry Date |
|---|---|---|---|
| $ | |||
| 0.165 | 1,591,240 | 1,591,240 | February 12, 2026 |
| 0.14 | 230,215 | 230,215 | April 6, 2026 |
| 0.17 | 2,134,118 | 2,134,118 | February 11, 2027 |
| 0.15 | 2,830,000 | 2,830,000 | February 14, 2028 |
| 0.11 | 600,000 | 600,000 | May 16, 2028 |
| 0.09 | 3,515,000 | 2,576,667 | February 15, 2029 |
| 0.15 | 50,000 | 50,000 | November 14, 2029 |
| 0.18 | 150,000 | 150,000 | January 14, 2030 |
| 0.195 | 4,187,000 | 1,714,333 | March 18, 2030 |
| 15,287,573 | 11,876,573 |
The following table summarizes the year’s warrant activities as follows:
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |||
|---|---|---|---|---|
| Number of warrants | Weighted average exercise price | Number of warrants | Weighted average exercise price | |
| $ | $ | |||
| Outstanding, beginning of year | 30,632,859 | 0.16¹ | 23,997,268 | 0.19 |
| Granted | 11,041,590 | 0.28 | 12,561,345 | 0.13 |
| Exercised | (28,557,907) | 0.13 | - | - |
| Expired | (2,074,952) | 0.13 | (5,925,754) | 0.22 |
| Outstanding, end of year | 11,041,590 | 0.28 | 30,632,859 | 0.16 |
¹During the year ended June 30, 2025, the Company completed the modification of the terms for its warrants issued on October 6, 2022 and March 21, 2023, as follows:
| Date of Issuance | Original Exercise Price | Amended Exercise Price | Original Expiry Date | Amended Expiry Date |
|---|---|---|---|---|
| October 6, 2022 | $0.17 | $0.13 | October 6, 2024² | April 19, 2027 |
| March 21, 2023 | $0.18 | $0.13 | March 21, 2026² | April 19, 2027 |
² Subject to acceleration
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 41
On November 7, 2024, the Company announced that it had elected to accelerate the expiry of the outstanding common share purchase warrants (“Warrants”) originally issued on October 6, 2022, March 21, 2023 and April 19, 2024. This represents all the Company’s 30,632,859 outstanding share purchase warrants. Pursuant to the terms of the Warrants, the Company could accelerate the expiry date of the Warrants if the closing price of the Company’s common shares on the TSX-V equaled or exceeded $0.18 for 10 consecutive trading days (the “Acceleration Period”), to the date which is 30 days following the dissemination of the news release announcing the acceleration. The Company provided notice of the Acceleration Period and exercised its right to accelerate the expiry of the Warrants to 5:00 p.m. (Toronto Time) on December 9, 2024 (the "Accelerated Expiry Date"). Any Warrants remaining unexercised after the Accelerated Expiry Date expired.
During the year ended June 30, 2025, 28,557,907 warrants were exercised, with a fair value of $285,579, for proceeds, net of issue costs, of $3,711,029.
A summary of warrants outstanding as at June 30, 2025 is as follows:
| Warrants Outstanding | Exercise Price | Expiry Date |
|---|---|---|
| 11,041,590 | $0.28 | May 2, 2027 |
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company's Consolidated Financial Statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.
Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.
The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of at least a majority of independent directors.
This Committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. To do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.
Qualified Persons
Brian Skanderbeg, P.Geo. and M.Sc., President and CEO, is the Qualified Person for the information contained in this MD&A and is a Qualified Person within the meaning of NI 43-101. Mr. Skanderbeg has reviewed the sampling and QA/QC procedures and results thereof as verification of the sampling data disclosed above and has approved the information contained in this MD&A.
Sampling and Quality Control for the Pen, Dore and Goldarm Gold Projects
Drill core samples are being analyzed for gold by Activation Laboratories Ltd. in Timmins, Ontario. Gold analysis consists of the preparation of a 500-gram pulp and an assay of a 50-gram aliquot by Pb collection fire assay with an Atomic Absorption Spectrometry finish (Package 1A2-50). Samples assaying above 5 ppm Au are routinely re-run using a gravimetric finish (Package 1A3-50). Selected samples are also undergoing multi-element analysis for 59 other elements using a four-acid digestion and an ICP-MS finish (Package MA250) by Bureau Veritas Commodities Canada Ltd. in Vancouver, British Columbia. Quality control and assurance measures include the monitoring of results for inserted certified reference materials, coarse blanks and preparation duplicates of drill core.
GFG Resources Inc.
2025 Management's Discussion and Analysis (in Canadian dollars, except as otherwise noted)
Page 42
For the Dore Gold Project, till samples were collected from hand-dug pits by experienced samplers at depths up to 1 m in a grid pattern with nominal spacing of 500 m by 1,000 m in areas of till cover. Geochemical samples (~2 kilograms) were sieved to minus 230 mesh and analyzed for gold and multi-element using an aqua regia digestion and ICP-ES/MS finish by Bureau Veritas Commodities Canada Ltd. in Vancouver in facilities accredited by the Standards Council of Canada. Gold grains were separated from bulk till samples (~10 kilograms) at IOS Services Geoscientifiques Inc. using their ArtPhot optical recognition methodology. Composition of separated gold grains were confirmed using a Scanning Electron Microscope. Comparison of geochemical results with accepted values for inserted certified reference materials confirms the accuracy of gold concentration results.
Till is a transported surficial media produced during active glaciation that is affected by subsequent surficial process that may affect the gold content and lead to further transport. As such the occurrence of a gold anomaly in till is not conclusive evidence of a mineral deposit existing within the Property.
Sampling protocol, quality control and assurance measures and geochemical results related to documented historic till, rock grab, and drill core samples have not been verified by the Qualified Person. However, the grades and locations of these samples have been cross referenced with available maps and reports and GFG believes them to be of reasonable accuracy.
OTHER MD&A REQUIREMENTS
Additional information relating to the Company may be found on the Company's website at www.gfgresources.com and on SEDAR+ at www.sedarplus.ca.
This MD&A has been approved by the Board on October 8, 2025.
GFG Resources Inc.