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Gold Runner Exploration Inc. — Management Reports 2025
Apr 1, 2025
47648_rns_2025-03-31_3c3b964e-c022-4001-ad94-81a809a072ea.pdf
Management Reports
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1
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Date: March 31, 2025
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
| Table of Contents | Page No |
|---|---|
| Forward-looking information | 3 |
| Business of the Company | 5 |
| Mineral Exploration and Evaluation Assets | 5 |
| General Corporate Affairs | 13 |
| Financial Condition | 13 |
| Results of Operation for the Year ended November 30, 2024 | 16 |
| Summary of Quarterly Results | 17 |
| Liquidity and Capital Resources | 17 |
| Off-Balance Sheet Arrangements | 20 |
| Transactions with Related Parties | 20 |
| Critical Accounting Estimates and Accounting Policies | 21 |
| Financial Risk Management, Objectives and Policies | 22 |
| Capital Management Policies and Procedures | 22 |
| Commitments and Contingencies | 23 |
| Controls and Procedures Over Financial Reporting | 23 |
| Disclosure of outstanding share data | 24 |
| Business risks | 26 |
2
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management discussion and analysis ("MD&A") of Crestview Exploration Inc. ("Crestview", or "the Company", or "the Corporation") follows rule 51-102 of the Canadian Securities Administrators regarding continuous disclosure.
The following MD&A is a narrative explanation, through the eyes of the management of Crestview, on how the Company performed during the three-month period and year ended November 30, 2024. It includes an analysis of the Company's financial condition and operations for the three-month period and year ended November 30, 2024, as compared to the three-month period and year ended November 30, 2023.
This MD&A complements the audited consolidated financial statements for the year ended November 30, 2024, but does not form part of them. It is intended to help the reader understand and assess the significant trends, risks and uncertainties related to the results of operations and it should be read in conjunction with the Consolidated Financial Statements as at November 30, 2024 and related notes thereto.
The audited consolidated financial statements for the years ended November 30, 2024, and 2023 have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standard Board ("IASB"), applicable to the preparation of annual consolidated financial statements. The accounting policies applied in the financial statements are based on IFRS issued and effective as at November 30, 2024.
On March 31, 2025, the Board of Directors approved the annual consolidated financial statements and this MD&A for issuance.
All figures are in Canadian dollars unless otherwise stated. Additional information relating to the Company can be found on SEDAR at www.sedar.com.
READER ADVISORY
This MD&A contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as "could", "should", "can", "anticipate", "expect", "believe", "will", "may", "projected", "sustain", "continues", "strategy", "potential", "projects", "grow", "take advantage", "estimate", "well positioned" or similar words suggesting future outcomes. In particular, this MD&A may contain forward-looking statements relating to future opportunities, business strategies, mineral exploration, development and production plans as well as competitive advantages.
The forward-looking statements regarding the Company are based on certain key expectations and assumptions of the Company concerning anticipated financial performance, business prospects, strategies, regulatory developments, exchange rates, tax laws, the sufficiency of budgeted capital expenditures in carrying out planned activities, the
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
availability and cost of labour and services and the ability to obtain financing on acceptable terms, the actual results of exploration and development projects being equivalent to or better than estimated results in technical reports or prior activities, and future costs and expenses being based on historical costs and expenses, adjusted for inflation, all of which are subject to change based on market conditions and potential timing delays. Although management of the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.
The technical details contained in this report are not compliant to the provisions of NI 43-101.
By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. Undue reliance should not be placed on forward-looking statements, as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in the forward-looking statements, including among other things: inability of the Company to continue meeting the listing requirements of stock exchanges and other regulatory requirements, general economic and market factors, including business competition, changes in government regulations or in tax laws; general political and social uncertainties; commodity prices; the actual results of exploration, development or operational activities; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Company; timing and availability of external financing on acceptable terms; conclusions of, or estimates contained in, feasibility studies, pre-feasibility studies or other economic evaluations; and lack of qualified, skilled labour or loss of key individuals; as well as those factors detailed from time to time in the Company's Annual Financial Statements and management's discussion and analysis of those statements, along with the Company's annual information form, all of which are filed and available for review on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list is not exhaustive.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this MD&A are made as of the date of this MD&A and the Company does not undertake and is not obligated to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.
4
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Overview of Business
Business of the Company
Crestview Exploration Inc. (the “Company”) was incorporated under the Business Corporations Act of Canada on August 30, 2017. The Company is involved in the process of exploring, evaluating, and promoting its gold properties and other projects. The Company is domiciled in Canada. The address of the Company’s registered office is 330 5th Avenue SW, Calgary, AB, T2P 0L3. The Company’s shares are currently traded on the Canadian Securities Exchange (“CSE”) under the symbol “CRS” and are also listed on the Frankfurt Stock Exchange with the ticker symbol “CE7”.
On April 19, 2019, the Company incorporated under the States of Nevada, USA, a wholly-owned subsidiary “Crestview Exploration LLC” that is not currently under operation.
Mineral Exploration and Evaluation Assets
Crestview Exploration is an experienced exploration company focused on the exploration and development of its portfolio of gold and silver properties located in prolific mining districts of Nevada. The Rock Creek Project, the Dry Creek prospect (formerly Divide Mine), the Falcon Project, and the Cimarron Project shall be together referred to as the Mineral Exploration and Evaluation Assets.
The Rock Creek Project
The Company's principal property is the Rock Creek Project, located approximately 12 miles northwest of the old mining town of Tuscarora, in Elko County, Nevada. In September 2017, the Company acquired a 100% undivided interest in 72 unpatented lode claims (the “Claims”) comprising the Rock Creek Project from Kingsmere Mining Ltd. (“Kingsmere”), an arm’s length party.
There are adjacent claims, but no adverse ownership. Other properties in the immediate vicinity but not controlled by the Company include private fee lands controlled by Barrick, situated between the Falcon Mine and the south edge of the Cow claims.
The Rock Creek property contains altered exposures of probable lower plate Paleozoic sedimentary rocks that may be correlative with the Devonian Rodeo Creek Formation. The bulk of the exposed Au-Ag-As-Sb mineralization has been found in coeval intermediate to felsic volcanic rocks, which have been dated as Eocene (36 – 40 ma.) throughout most of the Tuscarora Mountains. Similar ages of mineralization have been determined for a number of typical Carlin-type mines within the Carlin trend, Getchell district, Jerritt
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Canyon district, and Battle Mountain-Eureka trend of gold.
The Tuscarora Mountains sit just north of the northern end of Carlin-trend mineralization, a cluster of major, large gold deposits. Mineralized Eocene dikes have been found in many of the mines within the Carlin trend, and the temporal and spatial correlation with Carlin-type gold mineralization suggests a genetic link.
The target concept for the Rock Creek Project is that high-level, epithermal gold-arsenic dominated, volcanic-hosted, Eocene-aged, precious metal mineralization represents the top of mineralizing hydrothermal plumes which had the potential to form high-grade Carlin-type (Meikle) deposits within favorable stratigraphic sections of lower plate sediments at depth. It is believed that detailed geologic, structural, stratigraphic, geochemical and geophysical studies can target the favorable areas which overlie permissive stratigraphy at a reasonable depth (<2500 ft.).
Historic exploration has been conducted by various companies on and nearby the property for volcanic-hosted, high-grade Au-Ag veins and bulk tonnage Au-Ag deposits. These previous efforts by Texas Gulf, Shell Oil, Phelps Dodge, Homestake Mining, Newman Mining, Western States Minerals, Pittston Nevada Gold, Teck, and others were focused on high-grade, epithermal, bonanza-type precious metal veins hosted within volcanic rocks, or at the volcanic-sediment contacts.
From the limited data available from previous exploration in the project area, it was apparent that areas of widespread alteration in the volcanics contained anomalous values in Au and Ag with locally high concentrations of As-Sb-Hg. Locally, sedimentary basement rocks were intercepted by shallow drilling in Rock Creek, which were altered and carried anomalous gold and pathfinder element concentrations.
The Rock Creek Project area is situated within a zone of "world class" gold endowment where the potential of finding a large, high-grade, gold mine is favorable. Past work has defined large (>1000 x 5000 ft.) areas of strongly argillized volcanic rocks which host numerous silicified breccia zones, and it is believed that the proposed exploration program offers an excellent opportunity to discover new Carlin-type mineralization beneath shallow volcanic cover on this property.
No resources have thus far been defined on the Rock Creek property, and all past mine development on nearby properties in this area is from the period of the late 1800's through 1950's.
The historic data for the property includes surface sampling, drilling, and an MMI survey, which provided very encouraging results, and is summarized in the amended technical report titled:
Amended Technical Report
Rock Creek Project
Rock Creek Mining District
Cow Claims Property
Elko, County, Nevada
6
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
By Fred T. Saunders
Dated May 7, 2019
A two-phase exploration program has been proposed for the Rock Creek Project. The first phase is complete and includes data compilation, data acquisition, base map configuration, reconnaissance and detailed geologic mapping, additional soil and rock chip sampling, and obtaining geophysical surveys. Phase 1 was focused on defining the dominant mineralizing feeder structures with strong Au-As geochemical footprints, delineating the major sedimentary basement blocks and basement highs, and targeting Carlin-type mineralization at a reasonable depth for underground mining.
The Company acquired aeromagnetic data to assist in outlining the intrusive rocks believed to be related to the mineralization on the property. The aeromagnetic data has been used to guide sampling and will assist in delineating drill targets. The data indicates that the north portion of Rock Creek sits on the western margin of a large volcanic dome with small local intrusive dikes.
Rock Creek was initially mapped and sampled at a reconnaissance level, and has since been followed up with detailed mapping and a more extensive sampling program. To date, the company has taken over 200 grab and outcrop samples from across the property, primarily targeting surface exposures of epithermal quartz veins. Anomalous gold, silver, arsenic, and antimony was reported from samples across the property, including samples with economic mining grades, demonstrating the widespread nature of the mineralizing system.
The company conducted four survey lines of Hybrid-Source Magnetotellurics (HSAMT) geophysical measurements, penetrating to approximately 800 meters depth and providing strong indicators for targets at depth. The HSAMT results have been interpreted utilizing mapped formation and structure data to construct schematic, hypothesized cross-sections.
Work from the recent exploration seasons has been summarized and reported publicly in the Company's news releases. Phase 2 will drill test the favourable targets identified in Phase 1, and is anticipated to commence in Summer, 2025.
7
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Rock Creek Property
| Particulars | Closing Balance (Nov 30, 2022) | Additions 2023 | Closing Balance (November 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) |
|---|---|---|---|---|---|
| Mining Claims | 275,430 | - | 275,430 | - | 275,430 |
| Claim Fees | 99,191 | 17,847 | 117,038 | 20,855 | 137,893 |
| Consultancy - Claims | 5,342 | 302 | 5,644 | 1,261 | 6,905 |
| Total Claim Expenses: | 379,963 | 18,149 | 398,112 | 22,116 | 420,228 |
| Consultancy | 32,563 | - | 32,563 | - | 32,563 |
| Geological Services | 114,408 | 878 | 115,286 | 1,116 | 116,402 |
| Technical report | 6,958 | 4,262 | 11,220 | 337 | 11,557 |
| Survey | 80,759 | 1,025 | 81,784 | 1,167 | 82,951 |
| Testing Fees | 1,985 | - | 1,985 | - | 1,985 |
| Exploration | 114,770 | 12,961 | 127,731 | 6,572 | 134,303 |
| Drilling | 5,105 | 2,182 | 7,287 | - | 7,287 |
| Others | 6,361 | 2,297 | 8,658 | 3,109 | 11,767 |
| Total Exploration Expenses | 362,909 | 23,605 | 386,514 | 12,301 | 398,815 |
| Impairment | - | (4,260) | (4,260) | - | (4,260) |
| Rock Creek Grand Total | 742,872 | 37,494 | 780,366 | 34,417 | 814,783 |
The Falcon Mine Prospect
In September 2022, the Company entered into an option to purchase 100% interest in the Falcon Project, 87 unpatented lode mining claims and 6 patented claims associated with the historic Falcon mine located Elko County, Nevada. Under the terms of the agreement, the company shall pay a 1.5% Net Smelter Royalty (NSR) on production from the property and 2,000,000 CRS common shares and $500,000 (US$) payable as follows:
- US $10,000 Cash Payment within 10 days after the Effective Date (paid);
- US $40,000 Cash Payment and 200,000 CRS Shares on or before December 15, 2023 ($10,000 paid, US $15,000 paid in April 2024 and $15,000 paid in May 2024, 200,000 CRS Shares issued on January 15, 2024);
- US $75,000 Cash Payment and 300,000 CRS Shares on or before December 15, 2024 (shares issued at FMV of $9,000, the cash portion has been renegotiated to be due on or before June 30, 2025);
- US $100,000 Cash Payment and 400,000 CRS Shares on or before December 15, 2025;
- US $125,000 Cash Payment and 500,000 CRS Shares on or before December 15, 2026; and
- US $150,000 Cash Payment and 600,000 CRS Shares on or before December 15, 2027, upon which the Option Exercise will be complete.
In September and October 2022, the company staked an additional thirty-one claims. The property is located in the Tuscarora region, approximately 1.2 km to the south of Rock Creek, and a slightly shorter distance to the southwest of the Divide mine. The Carlin Trend lies about 20 miles south-southwest of the
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
property and the Jerritt Canyon Mining District is about 20 miles to the east of the property.
The claims cover the historic Falcon and Scorpion mines, reportedly active from the late 1800's to the early 1900's. The mines were focused on steep, approximately N-S quartz veins, with assays as high as 100 opt Ag reported. Though the total silver production from the operations is unknown, a 30 pound sample of "typical" Falcon vein material was reportedly submitted for metallurgical testing in 1965, which assayed 0.01 opt Au and 47.45 opt Ag and indicated "excellent gold and silver recoveries ..." (McQuistion, F.W. and R.S. Shoemaker, 1978 – Report on the Falcon Silver Mine Elko County, Nevada).
The steep epithermal quartz veins hosting mineralization at Falcon are on trend with the approximately N-S quartz veins at Rock Creek. Like Rock Creek and Divide, the Falcon property is described as a shallow volcanic sequence overlying older metasedimentary rocks. The close proximity to, and similar geology with the Rock Creek and Divide prospects, indicate the widespread and prevalent nature of gold and silver in the region, and suggest we may be targeting the same hydrothermal system at all three prospects.
The company conducted one survey line of Hybrid-Source Magnetotellurics (HSAMT) at the Falcon property to verify and expand on a CSAMT program conducted at Falcon previous to Crestview's acquisition. The HSAMT line was conducted slightly offset of an inherited CSAMT line and showed very strong congruity.
Most recently, the Company completed a first phase of a sampling program at the historic Falcon Min project. The sampling focused on the large vein hosting the historic Falcon Mine and Scorpion Mine. The Company was able to trace the vein at surface over a distance of approximately 1.5 kilometers from a prospect pit approximately 100 meters south of the Falcon mine entrance north towards Rock Creek. Forty samples were collected from vein outcroppings and float at intervals along the vein as well as along a road cut crossing this vein between the Falcon and Scorpion mine workings. The samples have been delivered to the lab for assay and analysis.
Thirty-nine samples were submitted for geochemical analysis with detectable gold or silver in all but one sample. Four samples had greater than 25 ppm silver, including samples FAL23_36 at 720 ppm Ag and FAL23_37 at 238 ppm Ag. Both of the highest two silver samples were taken from the Falcon mine area, both had elevated gold, arsenic, and antimony, and both had visible sulfides. Five samples had greater than 0.5 ppm gold, including sample FAL23_13 at 1.131 ppm Au. There appears to be a strong association between the gold and arsenic values. Samples were run by Paragon labs in Sparks, Nevada using their fire assay-atomic absorption method for gold and aqua-regia, ICP-OES for 35 elements including silver. Overlimit silver samples were run using fire assay with a gravimetric finish. Detection levels for gold and silver were 5 ppb and 0.2 ppm respectively.
These results are consistent with the expectation that the mineralization historically mined at Falcon represents only a small piece of a much larger system that appears to be continuous from the Falcon mine
9
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
northward to and across Crestview’s Rock Creek property for over 8 km’s of strike length. This suggests a very expansive system or collection of systems and begs further exploration via geophysical work and drilling. The Company is intent on continuing exploration at Falcon with a more extensive sampling and mapping program, and intends to conduct its first drill program on the neighboring Rock Creek prospect in the summer of 2025.
Falcon Project
| Particulars | Closing Balance (Nov 30, 2022) | Additions 2023 | Closing Balance (November 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) |
|---|---|---|---|---|---|
| Mining Claims | 25,342 | - | 25,342 | 66,570 | 91,912 |
| Claim Fees | - | 7,517 | 7,517 | 15,871 | 23,388 |
| Consultancy - Claims | 274 | 606 | 880 | 612 | 1,492 |
| Total Claim Expenses: | 25,616 | 8,123 | 33,739 | 83,053 | 116,792 |
| Geological Services | 20,452 | - | 20,452 | 2,735 | 23,187 |
| Technical report | 1,361 | 1,381 | 2,742 | 2,483 | 5,225 |
| Survey | 785 | 340 | 1,125 | 235 | 1,360 |
| Exploration | 19,250 | 5,195 | 24,445 | 1,083 | 25,528 |
| Others | 2,702 | 2,297 | 4,999 | 3,109 | 8,108 |
| Total Exploration Expenses | 44,550 | 9,213 | 53,763 | 9,645 | 63,408 |
| Falcon Grand Total | 70,166 | 17,336 | 87,502 | 92,698 | 180,200 |
The Cimarron Project
In February 2021 the Company entered into an option agreement with Nevada Select Royalty (“Nevada Select”). Crestview has the option to purchase 100% of 13 claims of the Cimarron Gold Prospect. Under the terms of the agreement, the Company shall pay a 2.5% Net Smelter Royalty (NSR) on the production from the property and any locatable land in a 1-mile Area of Interest and $200,000 (US$) as follows:
- Initial payment of: US $25,000 (paid)
- Payment on/ before 1st Anniversary: US $35,000 (paid)
- Payment on/ before 2nd Anniversary: US $51,000 (paid)*
- Payment on/ before 3rd Anniversary: US $45,000 **
- Payment on/ before 4th Anniversary: US $45,000
*On February 15, 2023, the Company and Nevada Select Royalty Inc. (“Nevada Select”) agreed to amend the 2nd anniversary payment for the Cimarron Project option agreement from US $50,000 payable on or before second anniversary of the effective date as follows:
(i) US $30,000 payable on or before second anniversary of the effective date (paid)
(ii) US $21,000 payable 8 months after the effective date of amending agreement (paid)
10
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
On April 3, 2024, the Company and Nevada Select agreed to amend the 3rd anniversary payment for the Cimarron Project option agreement from US $45,000 payable on or before third anniversary of the effective date as follows:
(i) US $5,000 payable on or before March 28, 2024 (paid)
(ii) US $40,000 payable on or before July 23, 2024, subject to a 10% deferral fee.
On April 15, 2021, the Company staked an additional eighteen (18) claims at Cimarron on the nearest open ground to the NE, E, and SE.
During the year ended November 30, 2024, the Company impaired all costs relating to the 13 Cimarron claims under the option agreement, incurring an impairment loss of $715,754.
Cimarron Project
| Particulars | Closing Balance (Nov 30, 2022) | Additions 2023 | Closing Balance (November 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) |
|---|---|---|---|---|---|
| Mining Claims | 77,398 | 74,973 | 152,371 | 14,618 | 166,989 |
| Claim Fees | 34,427 | 3,220 | 37,647 | 10,237 | 47,884 |
| Consultancy - Claims | - | 2,355 | 2,355 | 668 | 3,023 |
| Total Claim Expenses: | 111,825 | 80,548 | 192,373 | 25,523 | 217,896 |
| Geological Services | 848 | - | 848 | 214 | 1,062 |
| Technical report | 1,111 | - | 1,111 | 1,804 | 2,915 |
| Survey | 18,210 | 69 | 18,279 | - | 18,279 |
| Testing Fees | 37,591 | - | 37,591 | - | 37,591 |
| Exploration | 64,008 | 3,804 | 67,812 | 744 | 68,556 |
| Drilling | 376,592 | 371 | 376,963 | - | 376,963 |
| Storage | 2,173 | 1,539 | 3,712 | 1,630 | 5,342 |
| Others | 14,088 | 2,094 | 16,182 | 3,109 | 19,291 |
| Total Exploration Expenses | 514,621 | 7,877 | 522,498 | 7,501 | 529,999 |
| Impairment | - | - | - | (715,754) | (715,754) |
| Cimarron Grand Total | 626,446 | 88,425 | 714,871 | (682,730) | 32,141 |
The Dry Creek Prospect (formerly Divide Mine Prospect)
The company has terminated the option agreement which included the 12 Divide Mine claims and the 8 Castile Mountain claims. The company has retained 43 claims staked outside of the Divide Mine property, which are now collectively referred to as the Dry Creek prospect. No geological work has been conducted on the 43 Dry Creek claims to date, but observations made at the Divide Mine property will be instructive for Dry Creek going forward. Please find the summary of work conducted at Divide Mine and Castile Mountain below.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
The 43 Dry Creek claims, staked in 2022 cover potential strike extension of the Divide Mine.
The property is located in the northwest portion of the Tuscarora Mining District. The property is located less than 0.5 km to the east of Rock Creek and may represent the same hydrothermal system being targeted at Rock Creek. The Carlin Trend lies about 22 miles south-southwest of the property and the Jerritt Canyon Mining District is about 18 miles to the east of the property.
Like Rock Creek, the Dry Creek sits on the eastern flank of a prominent upthrown block exposing sedimentary rocks surrounded by Eocene age volcanic rocks. The metasedimentary rocks exposed here are known to closely overlie favourable sedimentary gold mineralization host rocks in the region. Further, the age of the volcanic rocks is coincident with the age of gold and silver mineralization in the region; and there is a relationship with volcanism and mineralization. There is evidence on the property of igneous rock intrusions. Fault structures on the east edge of the host block provide conduits for multiple episodes of dikes as well as plumbing for the gold bearing mineral system.
Gold and silver mineralization occurs in banded quartz veins and quartz breccia veins deposited in north-south and north-northeast oriented fissure systems. Additionally, historic drill logs described by Homestake mining indicate Carlin-style sulfide gold mineralization and geochemistry from a hole located just north of the claims.
The Company acquired aeromagnetic data to assist in outlining the intrusive rocks believed to be related to the mineralization on the property. The aeromagnetic data has been used to guide sampling and will assist in delineating drill targets.
The Company has conducted detailed geologic mapping at the 1:2,000 scale across the property, and has taken more than 50 grab and outcrop samples from across the property to date. The detailed mapping included lithological, structural, and alteration observations from across the property. The Tertiary volcanic package exposed in the NE portion of the property, in the area of the historic Divide mine, can be divided into three groups: 1) intra-caldera lithic-rich, rhyolitic ash-flow (which hosts mineralization); 2) poorly sorted breccia; and 3) small post-mineralization dacite dikes. The Paleozoic sedimentary package of siltstone, bedded chert, and orthoquartzite is exposed in the SW portion of the property.
The gold and silver results have been very encouraging, with fourteen of the samples yielding greater than 0.1 g/t Au (including 7.67 g/t, 5.04 g/t, 3.29 g/t, and 2.14 g/t Au) and 13 samples yielding greater than 25 g/t Ag (including 970 g/t, 312 g/t, 287 g/t, 196 g/t, 187 g/t, and 142 g/t Ag). The sampling results also includes a 1.8-meter-wide chip-channel sample from a trench which ran 0.245 opt Au. Samples from the property also contain strong arsenic and minor copper oxides.
Three conceptual targets are envisioned at the property, including: 1) blind veins and ore shoots in the volcanic package; 2) along the unconformity between the Tertiary volcanic rocks and the underlying
12
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Paleozoic metasedimentary rocks; and 3) disseminated mineralization in favorable lithologies of the Paleozoic package.
Dry Creek Property
(formerly Divide Mine)
| Particulars | Closing Balance (Nov 30, 2022) | Additions 2023 | Closing Balance (November 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) |
|---|---|---|---|---|---|
| Mining Claims | 106,230 | 25,320 | 131,550 | - | 131,550 |
| Claim Fees | 20,504 | 15,016 | 35,520 | 12,461 | 47,981 |
| Consultancy - Claims | 69 | 910 | 979 | 592 | 1,571 |
| Total Claim Expenses: | 126,803 | 41,246 | 168,049 | 13,053 | 181,102 |
| Consultancy | - | - | - | - | - |
| Geological Services | 9,719 | 403 | 10,122 | 214 | 10,336 |
| Technical report | 1,461 | 605 | 2,066 | 1,014 | 3,080 |
| Survey | 14,995 | 336 | 15,331 | 565 | 15,896 |
| Testing Fees | - | - | - | - | - |
| Exploration | 12,347 | 61 | 12,408 | 744 | 13,152 |
| Drilling | 3,208 | 1,578 | 4,786 | - | 4,786 |
| Storage | - | - | - | - | - |
| Others | 2,062 | 2,230 | 4,292 | 3,109 | 7,401 |
| Total Exploration Expenses | 43,792 | 5,213 | 49,005 | 5,646 | 54,651 |
| Impairment | - | (166,063) | (166,063) | - | (166,063) |
| Dry Creek Grand Total | 170,595 | (119,604) | 50,991 | 18,699 | 69,690 |
General Corporate Affairs
Since its incorporation, the Company has not generated cash flow from its operations and has incurred significant operating losses. Such losses and negative operating cash flow are expected to continue since available funds will be used for the Company’s administrative expenses and to further explore its mineral properties.
The Company anticipates financing its 2025 exploration programs by equity financing in the capital markets by way of private placement either brokered or non-brokered or prospectus offering, as the case may be and depending on the financial conditions of the market at such time as the Company would be able to attract institutional funds to subscribe to its share capital. The Company further takes debt financing and JV partnerships into consideration to secure additional financing.
Financial Condition
13
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Selected financial information
The following selected financial information is derived from the Company's Consolidated Financial Statements for each of the three most recent financial years.
| Consolidated Statement of Loss and Comprehensive Loss | 2024
$ | 2023
$ | 2022
$ |
| --- | --- | --- | --- |
| Operating expenses: | | | |
| Professional fees | 195,641 | 270,391 | 336,137 |
| Marketing and Promotion | 14,943 | 84,302 | 88,424 |
| Director Fees | 65,575 | 82,500 | 93,750 |
| Filing Fees | 37,160 | 38,040 | 37,813 |
| Insurance | 23,471 | 33,708 | 27,940 |
| Travel | 6,579 | 12,717 | 4,077 |
| General Expenses | 7,466 | 7,316 | 21,354 |
| Meals and entertainment | 1,511 | 2,492 | 495 |
| Interest and bank charges | 6,974 | 1,256 | 1,934 |
| Prospecting Costs | - | 661 | 28,448 |
| Share-based compensation | 53,820 | 543 | 212,285 |
| Operating Loss | 413,140 | 533,926 | 852,657 |
| Other items | | | |
| Impairment of exploration and evaluation assets | 715,754 | 308,789 | - |
| Foreign exchange loss (gain) | (8,595) | 10,413 | (49) |
| Gain on settlement of debt | (664) | - | - |
| | 706,495 | 319,202 | (49) |
| Net loss and comprehensive loss for the period | 1,119,635 | 853,128 | 852,608 |
| Weighted average number of shares outstanding
(basic and diluted) | 34,401,461 | 27,421,223 | 21,569,246 |
| Basic and diluted loss per share | 0.03 | 0.03 | 0.04 |
Consolidated Statement of Cash Flow:
| | 2024
$ | 2023
$ | 2022
$ |
| --- | --- | --- | --- |
| Total cash used in Operating Activities | (162,451) | (329,072) | (568,988) |
| Total cash used in Investing Activities | (161,423) | (191,513) | (393,042) |
| Total cash generated from Financing Activities | 326,518 | 479,056 | 501,534 |
| Increase / (Decrease) in cash and cash equivalents | 2,644 | (41,529) | (460,496) |
| Cash and cash equivalents, beginning of the period | 5,180 | 46,709 | 507,205 |
| Cash and cash equivalents, end of the period | 7,824 | 5,180 | 46,709 |
Consolidated Statement of Financial Position as at:
2024
2023
2022
15
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
| $ | $ | $ | |
|---|---|---|---|
| Cash and cash equivalents | 7,824 | 5,180 | 46,709 |
| Amounts receivable | 17,214 | 22,302 | 25,547 |
| Prepaid expenses | 3,836 | 3,172 | 16,911 |
| Reclamation Bond | 28,020 | 27,164 | 19,755 |
| Exploration and evaluation assets | 1,096,814 | 1,633,730 | 1,719,100 |
| Total Assets | 1,153,708 | 1,691,548 | 1,828,022 |
| Accounts payable and accrued liabilities | 447,038 | 326,421 | 156,505 |
| Shareholder loan | 69,698 | - | - |
| Total Liabilities | 516,736 | 326,421 | 156,505 |
| Common Shares | 2,359,943 | 2,198,033 | 1,904,672 |
| Warrants | 428,584 | 2,938,632 | 2,693,150 |
| Contributed surplus | 50,653 | 828,776 | 1,438,734 |
| Deficit | (2,202,208) | (4,600,314) | (4,365,039) |
| Total Equity | 636,972 | 1,365,127 | 1,671,517 |
The basic and diluted loss per share during the year ended November 30, 2024, is $0.03 (2023 - $0.03). During the year ended November 30, 2024, the Company realized a net loss and comprehensive loss of $1,119,635 as compared to a net loss and comprehensive loss of $853,128 during the year ended November 30, 2023 (an increase in loss of $266,507). The main reasons behind the increase are:
a) Increase in impairment loss of $406,965;
b) Increase in share-based compensation of $53,277;
c) Increase in interest and bank charges of $5,718;
These increases were partially off-set by decreases in most other expense categories, most significant are the following:
a) Professional Fees decreased by $74,750;
b) Director Fees decreased by $16,925;
c) Marketing and promotion decreased by $69,359;
d) Insurance costs decreased by $10,237.
The consolidated financial statements for the year ended November 30, 2024, indicate cash and cash equivalents of $7,824 (2023 - $5,180); amounts receivable of $17,214 (2023 - $22,302) and prepaid expenses of $3,836 (2023 - $3,172) resulting in total current assets of $28,874, a decrease of $1,780 from $30,654 as at November 30, 2023.
The long-term assets are comprised of mineral exploration and evaluation assets of $1,096,814 as at November 30, 2024, a decrease of $536,916 from $1,633,730 as at November 30, 2023; and a reclamation bond of $28,020 as at November 30, 2024, compared to $27,164 as at November 30, 2023 (each representing US$20,000 at varying exchange rates). Total assets as at November 30, 2024, are $1,153,708, a decrease of $537,840 from $1,691,548 as at November 30, 2023.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
The Company’s current liabilities as at November 30, 2024, consist of accounts payable and accrued liabilities of $447,038, an increase of $120,617 from $326,421 as at November 30, 2023.
As at November 30, 2024, equity attributable to shareholders of the Company is $636,972, a decrease of $728,155 from $1,365,127 as at November 30, 2023. Equity as at November 30, 2024 is comprised of share capital of $2,359,943 (2023 - $2,198,033), warrants reserve of $428,584 (2023 - $2,938,632), contributed surplus of $50,653 (2023 - $828,776), less accumulated deficit of $2,202,208 (2022 - $4,600,314).
The key movements in the Assets and Liabilities are as follows:
a) The cash in the Company increased by $2,644 during the year as explained under “Cash Flows” below;
b) Amounts receivable decreased by $5,088 during the year. Due to lower overall expenses, the recoverable sales taxes with these expenses also decreased.
c) Exploration and evaluation assets decreased by $536,916;
d) Accounts payable and accrued liabilities increased by $120,617;
e) Loan payable increased by $69,698.
Results of Operation for the Year ended November 30, 2024
For the year ended November 30, 2024, the Company realized a net loss of $1,119,635 or $0.03 per share, compared to a net loss of $853,128 or $0.03 per share per share for the year ended November 30, 2023. The highlights of the operations for the year are as follows:
| Particulars | November 30, 2024 | November 30, 2023 | Variation | Remarks |
|---|---|---|---|---|
| $ | $ | $ | ||
| Share-based compensation | 53,820 | 543 | 53,277 | During the year, the Company granted 2,100,000 stock options to certain consultants, officers and directors. |
| Impairment of exploration and evaluation assets | 715,754 | 308,789 | 406,965 | As at November 30, 2024, the option agreement for the Cimarron projects was not in satisfactory standing. Therefore, the Company decided to impair all costs for claims relating to this agreement. |
| Marketing and promotion | 14,943 | 84,302 | (69,359) | Due to the recent difficulties in raising financing, the Company was unable to market itself to the extend it was previously able to. |
| Professional fees | 195,641 | 270,391 | (74,750) | Due to the recent difficulties in raising financing, management of the Company agreed to reduce their fees temporarily to ensure the continuance of the Company. |
16
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
| Director fees | 65,575 | 82,500 | (16,925) | Due to the recent difficulties in raising financing, directors of the Company decided to reduce and finally cut director fees. |
|---|---|---|---|---|
The Company expects to continue incurring losses during this period of exploration and development. These losses are expected to be funded by equity financing.
The carrying value of the mineral exploration and evaluation assets are reviewed by the Company on a quarterly basis by reference to the project economics, including the timing of the exploration and evaluation work, the work programs and exploration results achieved by the Company. With exception of the written down property, Cimarron due to unfinished negotiations, the Company does not believe that (a) any one of the triggers for impairment testing under IAS 36 has occurred as at November 30, 2024; (b) Sufficient information is present to assess any potential cash flow at this point in time; (c) There has been a change in any facts or circumstances that could reasonably trigger an impairment testing under IFRS 6.
Summary of Quarterly Results
Selected quarterly financial information
The following table sets out selected quarterly financial information of the Company for the eight most recent quarters.
| Nov-24 | Aug-24 | May-24 | Feb-24 | Nov-23 | Aug-23 | May-23 | Feb-23 | |
|---|---|---|---|---|---|---|---|---|
| Net and comprehensive income / (Loss) for the Quarter | (811,824) | (125,518) | (96,788) | (85,505) | (436,468) | (175,803) | (132,587) | (108,270) |
| Loss per share | (0.02) | (0.00) | (0.00) | (0.00) | (0.01) | (0.01) | (0.01) | 0.00 |
| Accumulated deficit | (2,202,208) | (1,532,064) | (1,657,861) | (2,230,838) | (4,600,314) | (4,443,286) | (4,267,483) | (4,134,895) |
| Total assets | 1,153,708 | 1,848,497 | 1,815,817 | 1,740,159 | 1,691,548 | 2,072,957 | 2,077,976 | 1,871,925 |
| Total liabilities | 516,736 | 431,256 | 293,341 | 443,537 | 326,421 | 264,131 | 155,787 | 173,885 |
| Total equity | 636,972 | 1,417,241 | 1,522,476 | 1,296,622 | 1,365,127 | 1,808,826 | 1,922,189 | 1,698,040 |
1) The loss for the current quarter is higher compared to previous quarter due to the impairment loss of $715,754 related to the write-down of the Cimarron project. Operating losses for the current quarter were similar to those for past quarters.
Results of Operation for the three months ended November 30, 2024
For the three months ended November 30, 2024, the Company realized a net loss of $811,824 or $0.02 per share, compared to a net loss of $436,468 or $0.01 per share per share for the three months ended November 30, 2023. The highlights of the operations for the quarters are as follows:
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
| Particulars | November 30, 2024 | November 30, 2023 | Variation | Remarks |
|---|---|---|---|---|
| $ | $ | $ | ||
| Share-based compensation | 31,555 | - | 31,555 | During the year ended November 30, 2024, the Company granted 2,100,000 stock options. The share based compensation relates to the vesting of these options. |
| Impairment losses | 715,754 | 308,789 | 406,965 | As at November 30, 2024, the option agreement for the Cimarron project was not in satisfactory standing. Therefore, the Company impaired all costs for claims relating to this agreement. In the prior year, impairment costs were incurred for the option agreement of the Divide Mine and Castile Mountain projects. |
| Professional fees | 42,261 | 60,030 | (17,769) | The lower professional fees in the current quarter are due to the reduction of management fees. |
| Filing Fees | 6,176 | 18,259 | (12,083) | Filing fees are lower due to a timing difference of AGM fees in the prior year, where they had been recorded in Q4 – in the current year, they were incurred and recorded in Q3. |
| Marketing and Promotion | 3,251 | 10,717 | (7,466) | Due to a slow market and financing results that did not meet the Company’s expectations, the cash position of the current quarter did not allow the Company to spend as much on marketing and promotion as would have been desirable. |
Liquidity and Capital Resources
Working Capital
Working Capital is a non-GAAP financial measure being the difference between current assets and current liabilities. Working capital deficit at November 30, 2024, of $418,164 represents an increase of $122,397 from the levels of November 30, 2023 total of $295,767. This increase in working capital deficit is mainly due to decreased financing activities of the Company during the twelve months ended November 30, 2024. As a result of less financing available, the Company used the majority of cash obtained throughout the year for operating activities and incurred higher accounts payable.
18
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Capital Expenditures
The Company increased its Exploration and Evaluation of Assets by $178,838 less impairment of $715,754 for a net decrease of $536,916 during the year ended November 30, 2024. $150,460 of the current year exploration and evaluation expenditures was incurred in cash, compared to $191,513 incurred in cash during the year ended November 30, 2023.
Capital Resources
Equity attributable to shareholders of the Company is $636,972, a decrease of $728,155 from $1,365,127 as at November 30, 2023. Total equity is comprised of share capital of $2,359,943 (November 30, 2023 - $2,198,033), warrants reserve $428,584 (November 30, 2023 - $2,938,632), contributed surplus of $50,653 (November 30, 2023 - $828,776), less accumulated deficit of $2,202,208 (November 30, 2023 - 4,600,314).
Management of the Company believes that it will be able to raise sufficient funds to pay its ongoing general and administrative expenses, to pursue exploration and to meet its liabilities, obligations and existing commitments for the ensuing twelve months as they fall due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which consists of, but is not limited to, twelve months from the end of the reporting period. The Company's ability to continue future operations and fund its exploration and evaluation expenditures is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways, including, but not limited to, the issuance of debt or equity instruments. Management will pursue such additional sources of financing as required.
While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts eventually realized for assets might be less than amounts reflected in these consolidated financial statements.
Cash Flows
During the year ended November 30, 2024, the Company used $162,451 (2023 - $329,072) of its cash and cash equivalents to meet the operating activities to pay its trade and other payables, fund its operations, and pay for the corporate operating expenses. The Company used $161,423 (2023 - $191,513) in its investing activities to continue with the exploration and evaluation of its mineral assets. During the year ended November 30, 2024, the Company generated $233,950 (2023 - $479,056) as
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
proceeds from issuing units (common shares and share purchase warrants) and $92,568 (2023 - $Nil) as proceeds from loans.
Application of new and revised Accounting Standards
The Company has not adopted any new or revised accounting standards since its prior year-end on November 30, 2023.
Future changes in accounting policies not yet effective as at November 30, 2024
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Transactions with Related Parties
Transactions with key management: Key management personnel of the Company comprise of the members of the board of directors, as well as the President and Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO"), and Vice President ("VP") of Exploration. The compensation paid to key management is presented below for the years ended November 30, 2024 and 2023:
| Key Managerial Personnel | Included in account | 2024 $ | 2023 $ |
|---|---|---|---|
| Chief Executive Officer | Professional fees | 86,075 | 90,000 |
| Chief Financial Officer | Professional fees | 58,575 | 15,000 |
| VP of Exploration | Exploration and evaluation assets | 28,211 | 34,226 |
| Marketing and promotion | - | 2,698 | |
| Dimitrios Liakopoulos, Director | Director Fees | 58,575 | 60,000 |
| Wei-Tek Tsai, Director | Director Fees | 2,750 | 7,500 |
| Donald McKenzie, Director | Director Fees | 2,750 | 7,500 |
| Andreas Becker, Director | Director Fees | 1,500 | - |
| Louis Lapointe, Former Director | Director Fees | - | 7,500 |
| Former Chief Financial Officer | Professional fees | - | 82,250 |
| Marketing and promotion | - | 2,925 | |
| Total fees charged by related parties | 238,436 | 398,529 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
| Amounts payable to Related Parties
(included in Accounts payable and accrued liabilities) | 2024
$ | 2023
$ |
| --- | --- | --- |
| Chief Executive Officer | 61,254 | 56,705 |
| Chief Financial Officer | 38,004 | 8,012 |
| VP of Exploration | 17,904 | 12,519 |
| Dimitrios Liakopoulos, Director | 115,134 | 70,500 |
| Wei-Tek Tsai, Director | 15,500 | 12,750 |
| Donald McKenzie, Director | 2,000 | 6,750 |
| Andreas Becker, Director | 1,780 | - |
| Louis Lapointe, former Director | - | 6,750 |
| Former Chief Financial Officer | 14,447 | 14,447 |
| Total amounts payable to related parties | 266,023 | 188,433 |
Additionally, a loan in the amount of USD 49,549 is due to Dimitrios Liakopoulos.
During the year ended November 30, 2024, 1,784,000 units to settle debt of $89,250 due to officers and directors were issued to the CEO (500,000 units settling $25,000 of debt), Andreas Becker (500,000 units settling the $25,000 loan, Dimitrios Liakopoulos (500,000 units settling $25,000 of debt); Donald McKenzie (150,000 units settling $7,500 of debt) and Louis Lapointe (135,000 units settling $6,750 of debt).
Critical Accounting Estimates and Accounting Policies
IFRS Accounting policies
The Company’s material accounting policy information under IFRS are disclosed in Note 3 in the Annual Consolidated Financial Statements for the year ended November 30, 2024.
Use of estimates and judgements
Please refer to Note 4 of the Annual Consolidated Financial Statements for the year ended November 30, 2024, for an extended description of the information concerning the Company’s significant accounting judgement and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses.
Changes in accounting policies
The Company’s changes to accounting policies are disclosed in Note 3 in the Annual Consolidated Financial Statements for the year ended November 30, 2024.
21
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Financial Risk Management, Objectives and Policies
The Company is exposed to various risks in relation to its financial instruments. The main types of risks the Company is exposed to are credit risk and liquidity risk. The Company's main financial risk exposure and its financial risk management policies are as follows:
Credit risk
Credit risk relates to the risk that one party to a financial instrument will not fulfill some or all of its obligations, thereby causing the Company to sustain a financial loss. The Company's maximum exposure to credit risk is limited to the carrying amount of cash and cash equivalents at the reporting date for the aggregate amounts of $7,824 at November 30, 2024 (November 30, 2023: $5,180). The risk related to cash and cash equivalents is considered negligible as the Company is dealing with a reputable financial institution whose credit rating is excellent and the cash held in trust is accessible as and when required.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. As at November 30, 2024, the Company had $447,038 (November 30, 2023 - $326,421) in accounts payable and accrued liabilities and cash of $7,824 (November 30, 2023 - $5,180) to settle short term liabilities.
Exchange rate risk
Foreign currency risk is the risk that the Company financial performance could be affected by fluctuations in the exchange rates between currencies. The Company's exploration costs are denominated in U.S. dollars. Being a development stage Company, the Company has no revenues that would have offset the risk of the exchange rate. Currently, the Company has no hedging contracts in place and therefore has exposure to foreign exchange rate fluctuations. The strengthening of the U.S. dollar would increase the cost of developing the properties under exploration. Strengthening of the Canadian dollar would reduce its overall development cost thereby reducing the need for raising further funding to that extent.
Capital Management Policies and Procedures
The Company's objectives in managing capital is to safeguard its ability to continue its operations, to increase the value of the assets of the business and to provide an adequate return to owners. These objectives will be achieved by identifying the right exploration prospects, adding value to these projects and ultimately taking them through to production or sale and cash flow, either with partners or by the Company's own means. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
In order to maintain or adjust the capital structure, the Company may issue new shares to improve its financial performance and flexibility. The company monitors capital on the basis of the carrying amount of equity. The Company is not subject to any externally imposed capital requirements.
Commitments and Contingencies
Pursuant to the active agreements in connection with the mineral property acquisitions, the Company is required to make certain annual payments, if it wishes to retain the properties. The commitments of the Company for the next 5 years are as follow:
| Year | Cimarron Gold Project | Falcon Mine Claim | Total | Total | Common shares |
|---|---|---|---|---|---|
| US$ | US$ | US$ | C$ (@1.40) | Nos | |
| 2025 | - | 175,000 | 175,000 | 245,578 | 400,000 |
| 2026 | - | 125,000 | 125,000 | 175,412 | 500,000 |
| 2027 | - | 150,000 | 150,000 | 210,495 | 600,000 |
| 2028/2029 | - | - | - | - | - |
The amounts are expressed in Canadian Dollars at an exchange rate of 1.4033.
Controls and Procedures Over Financial Reporting
Venture issuers are not required to include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"). In particular, the Company's certifying officers are not making any representations relating to the establishment and maintenance of:
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with the Company's generally accepted accounting principles.
The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they make. Investors should be aware that inherent limitations on the ability of the Company's certifying officers to design and implement on a
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Disclosure Of Outstanding Share Data
The following information relates to share data of the Company.
1. Capital stock
The capital stock of the Company consists only of fully paid common shares.
a. Authorized
- Unlimited number of common shares, without par value, voting and participating.
- Unlimited number of preferred shares, without par value, non-participating. The directors will define the rights, privileges, restrictions and conditions of these shares upon issuance.
b. Issued
Year ended November 30, 2024
Private Placements
On March 28, 2024, the Company completed a private placement for 2,720,000 Units (a "unit") of the Company priced at $0.05 per unit, for gross proceeds of $136,000. Each share unit consists of one common share of the Company and one share purchase warrant (a "warrant"), with each warrant entitling the holder to acquire one common share for a period of two years at an exercise price of $0.10 per share. The fair value attributable to shares was $49,395 and the fair value attributable to share purchase warrants was $86,605.
On April 16, 2024, the Company completed a private placement for 1,995,000 units of the Company priced at $0.05 per unit, for gross proceeds of $99,750. Each share unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to acquire one common share for a period of two years at an exercise price of $0.10 per share. The fair value attributable to shares was $43,690 and the fair value attributable to share purchase warrants was $56,059. The Company paid cash finders fees of $2,340 and issued 46,800 finder warrants (valued at $1,315). The finder warrants have the same terms as unit warrants.
24
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
Share issuance for Mineral Property
On January 15, 2024, the Company issued 200,000 common shares of the Company valued at $12,000 to satisfy the share portion of the option payment for the Falcon Mine property.
Share issuance for settlement of debt
On March 12, 2024, the Company issued 1,845,000 units to settle debt of $92,250 with directors and a service provider of the Company. Each share unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to acquire one common share for a period of two years at an exercise price of $0.10 per share. The fair value attributable to shares was $60,479 and the fair value attributable to share purchase warrants was $31,771.
Period ended March 31, 2025
Share issuance for Mineral Property
On December 20, 2024, the Company issued 300,000 common shares of the Company valued at $9,000 to satisfy an obligation of the Falcon Mine Option Agreement.
2. Warrants:
Changes in warrants outstanding for the year ended November 30, 2024, and the period ended March 31, 2025
| Period ended March 31, 2025 | Year ended November 30, 2024 | |||
|---|---|---|---|---|
| # of Warrants | Weighted Average Exercise Price | # of Warrants | Weighted Average Exercise Price | |
| Beginning Balance | 12,836,850 | $ 0.14 | 17,488,252 | $ 0.39 |
| Issued | - | - | 6,606,800 | $ 0.19 |
| Expired | (2,814,000) | $ 0.20 | (11,258,202) | $ 1.25 |
| Ending Balance | 10,022,850 | $ 0.12 | 12,836,850 | $ 0.14 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
As at November 30, 2024 and March 31, 2025 the following share purchase warrants were outstanding:
| Expiry Date | # of Warrants | March 31, 2025
Exercise Price | # of Warrants | November 30, 2024
Exercise Price |
| --- | --- | --- | --- | --- |
| December 22, 2024 | - | - | 907,000 | $ 0.20 |
| February 6, 2025 | - | - | 503,000 | $ 0.20 |
| March 15, 2025 | - | - | 1,404,000 | $ 0.20 |
| May 23, 2025 | 2,059,050 | $ 0.20 | 2,059,050 | $ 0.20 |
| August 17, 2025 | 1,357,000 | $ 0.16 | 1,357,000 | $ 0.16 |
| March 6, 2026 | 1,845,000 | $ 0.10 | 1,845,000 | $ 0.10 |
| March 28, 2026 | 2,720,000 | $ 0.10 | 2,720,000 | $ 0.10 |
| April 15, 2026 | 2,041,800 | $ 0.10 | 2,041,800 | $ 0.10 |
| Total | 10,022,850 | $ 0.12 | 12,836,850 | $ 0.14 |
The fair value of the warrants issued noted above was estimated based on the following ranges of key assumptions:
| Warrants Reserve | Period ended
March 31, 2025 | Year ended
November 30, 2024 |
| --- | --- | --- |
| Exercise Price | - | $0.10 |
| Expected Life | - | 2 years |
| Dividend Yield | - | Nil |
| Volatility | - | 137% |
| Risk Free Interest Rate | - | 4.08% to 4.21% |
| Fair Value | - | $0.017 to $0.032 |
3. Options:
The Company offers a stock option plan for its officers, directors, employees and consultants. The fair value of stock options for each vesting period is determined using the Black Scholes option pricing model and is recorded over the vesting period as an increase to stock-based compensation and contributed surplus. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Upon the exercise of stock options, the proceeds received by the Company and the related contributed surplus are recorded as an increase to share capital. In the event that vested stock options expire, previously recognized share-based compensation is not reversed. In the event that stock options are forfeited, previously recognized share-based compensation associated with the unvested portion of the stock options forfeited is reversed.
The fair value of share-based payment transactions to non-employees and other share-based payments including shares issued to acquire exploration and evaluation assets are based on the fair value of the goods and services received. If the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or services.
On May 10, 2024, the Company granted 2,000,000 stock options to the directors, and officers of the Company at an exercise price of $0.10 per share, vesting quarterly over 1 year and expiring on May 10, 2029.
26
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
On August 29, 2024, the Company issued 100,000 stock options to Vice President of exploration at an exercise price of $0.10 per share, vesting quarterly over 1 year and expiring on August 29, 2029.
During the year ended November 30, 2024, 450,000 Options were forfeited and 1,025,000 were cancelled. Accordingly, an amount of $831,943 was transferred to Deficit from Contributed Surplus on forfeiture.
For the year ended November 30, 2024, the Company recorded $53,820 (2023 - $543) of share-based compensation in connection with the stock options vested during the year.
Changes in stock options outstanding for the year ended November 30, 2024 and the period ended March 31 2025:
| Period ended March 31, 2025 | Year ended November 30, 2024 | |||||
|---|---|---|---|---|---|---|
| # of Stock Options | # of Stock Options exercisable | Weighted Average Exercise Price | # of Stock Options | # of Stock Options exercisable | Weighted Average Exercise Price | |
| Beginning Balance | 1,750,000 | 850,000 | $ 0.10 | 1,125,000 | 1,125,000 | $ 0.42 |
| Granted/Vested | - | 437,500 | $ 0.10 | 2,100,000 | 937,500 | $ 0.10 |
| Forfeited | - | - | $ - | (1,025,000) | (1,025,000) | $ 0.42 |
| Cancelled | - | - | $ - | (450,000) | (187,500) | $ 0.17 |
| Ending Balance | 1,750,000 | 1,287,500 | $ 0.10 | 1,750,000 | 850,000 | $ 0.10 |
As at November 30, 2024 and 2023 the following stock options were outstanding:
| Expiry Date | # of Stock Options | March 31, 2025 | # of Stock Options | November 30, 2024 | ||
|---|---|---|---|---|---|---|
| # of Stock Options exercisable | Exercise Price | # of Stock Options | Exercise Price | |||
| May 10, 2029 | 1,650,000 | 1,237,500 | $ 0.10 | 1,650,000 | 825,000 | $ 0.10 |
| August 29, 2029 | 100,000 | 50,000 | $ 0.10 | 100,000 | 25,000 | $ 0.10 |
| Total | 1,750,000 | 1,287,500 | $ 0.10 | 1,750,000 | 850,000 | $ 0.10 |
Business Risks
The Company is engaged in the exploration evaluation and development of mineral properties. These activities involve a high degree of risk which, even with a combination of experience, knowledge and careful evaluation, may not be overcome. Consequently, no assurance can be given that commercial quantities of minerals will be successfully found or produced.
The Company has no history of profitable operations and its present business is at an early stage. As
Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
such, the Company is subject to many common risks to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a positive return on shareholders' investment. The Company has no source of operating cash flow and no assurance that additional funding will be available to it for further exploration and development of its projects when required. Although the Company has been relatively successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
The Company has determined a project construction and operation plan based on best available knowledge and with certain assumptions that will enable it to initiate work and enter into contracts. Events outside the control of the Company, such as funding or permit approvals as examples, may adversely affect these plans and result in delays for construction and for start of operations.
The Company's property interests are located in remote, undeveloped areas and the availability of infrastructure such as surface access, skilled labour, fuel and power at an economic cost, cannot be assured. These are integral requirements for exploration, development and production facilities on mineral properties. Power will need to be generated on site. Due to its location, weather events may cause disruptions or other difficulties in operations.
Certain of the Company's properties are located in the Elko County, Nevada, USA and therefore subject to its mining legislation, which may require that primary processing be done within the Province/ State in order to obtain mining rights. Furthermore, Provincial/ State and federal legislators may enact laws or budgets that have a negative impact on this project or on the mining industry as a whole.
Volatile market conditions for resource commodities, including iron ore, have resulted in a dramatic decrease in market capitalization and the inability of companies to acquire funding for their exploration and development properties. An extended period of poor macro-economic conditions could lead to an inability of the Company to finance future operations.
Inflation has not been a significant factor affecting the cost of goods and services in Canada in recent years; however renewed exploration and development activity may result in a shortage of experienced technical staff, and heavy demand for goods and services needed by the mining community.
The mineral industry is intensely competitive in all its phases. Crestview competes with many other mineral exploration companies with greater financial resources and technical capacity.
The price of gold and other commodities reflects the aforementioned market volatility. The purchase of
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
securities of the Company involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company's securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of the Company should not constitute a major part of an investor's portfolio.
In recent years securities markets have experienced extreme price and volume volatility. The market price of securities of many early-stage companies have experienced fluctuations in price which may not necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Company's shares will be subject to market trends generally and the value of the Company's shares on the Canada Exchange may be affected by such volatility.
In order to develop the Rock Creek Project to commercial production or to finance operations, additional third-party financing may be required and there is no assurance that such financing will be available on reasonable commercial terms, or at all.
The Company has limited financial resources and there is no assurance that additional funding will be available to it for further exploration work or the development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past to obtain financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that terms of the financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with possible dilution or loss of such interests.
The Company is conducting its exploration activities in the United States of America. There is a sovereign risk of investing in a foreign country, including the risk that the mining concessions may be susceptible to revision or cancellation by new laws or changes in direction by the government in question. These are matters over which the Company will have no control. Although management believes that the government and population of the United States of America support the development of natural resources and mining activities there is no assurance that future political and economic conditions in such country will not result in the adoption of different policies or attitudes respecting the development and ownership of mineral resources. Any such changes in policy or attitudes may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both the Company's ability to undertake exploration and, if warranted, development and mining activities in respect of current and future properties.
The acquisition of titles to mineral projects is a detailed and time-consuming process. Although the Company has taken precautions to ensure that the agreement of the Rock Creek Prospect is a valid and
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Year ended November 30, 2024
legally binding agreement and that title of the property can be transferred and properly recorded, by obtaining a legal opinion from local counsel, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in its property may not be challenged or impugned.
The success of the Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.
In the normal course of the Company’s business, Crestview may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to the personal injuries, property damage, property tax, the environment and contract disputes. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Company and as a result, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
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