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Gold Runner Exploration Inc. — Management Reports 2025
Jul 19, 2025
47648_rns_2025-07-18_9505c1cf-c72f-4aba-a2e1-2fcd776f74ff.pdf
Management Reports
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1
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Date: July 18, 2025
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
| Table of Contents | Page No |
|---|---|
| Forward-looking information | 3 |
| Business of the Company | 5 |
| Mineral Exploration and Evaluation Assets | 5 |
| General Corporate Affairs | 14 |
| Summary of Quarterly Results | 14 |
| Liquidity and Capital Resources | 14 |
| Off-Balance Sheet Arrangements | 18 |
| Transactions with Related Parties | 18 |
| Critical Accounting Estimates and Accounting Policies | 19 |
| Financial Risk Management, Objectives and Policies | 20 |
| Capital Management Policies and Procedures | 20 |
| Commitments and Contingencies | 21 |
| Controls and Procedures Over Financial Reporting | 22 |
| Disclosure of outstanding share data | 22 |
| Business risks | 24 |
2
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 six-month period ended May 31, 2025. It includes an analysis of the Company's financial condition and operations for the three and six months ended May 31, 2025, as compared to the three and six months ended May 31, 2024.
This MD&A complements the unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2025, 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 Condensed Consolidated Interim Financial Statements as at May 31, 2025, and the audited Consolidated Financial Statements as at November 30, 2024 and notes thereto.
The unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2025, have been prepared in accordance with International Accounting Standard IAS 34 – Interim Financial Reporting, under International Financial Reporting Standards issued by the International Accounting Standards Board. The condensed interim consolidated financial statements for the three and six months ended May 31, 2025, follow the same accounting policies and methods of application as the most recent audited annual financial statements of the Company.
On July 18, 2025, the Board of Directors approved, the condensed consolidated interim 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.sedarplus.ca
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.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 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.sedarplus.ca
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 Six Months ended May 31, 2025
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 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 Six Months ended May 31, 2025
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 ( $>1000 \times 5000$ 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" 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
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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.
Rock Creek Property
| Particulars | Closing Balance (Nov 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) | Additions 2025 | Closing Balance (May 31, 2025) |
|---|---|---|---|---|---|
| Mining Claims | 275,430 | - | 275,430 | - | 275,430 |
| Claim Fees | 117,038 | 20,855 | 137,893 | - | 137,893 |
| Consultancy - Claims | 5,644 | 1,261 | 6,905 | - | 6,905 |
| Total Claim Expenses: | 398,112 | 22,116 | 420,228 | - | 420,228 |
| Consultancy | 32,563 | - | 32,563 | - | 32,563 |
| Geological Services | 115,286 | 1,116 | 116,402 | 1,443 | 117,845 |
| Technical report | 11,220 | 337 | 11,557 | - | 11,557 |
| Survey | 81,784 | 1,167 | 82,951 | - | 82,951 |
| Testing Fees | 1,985 | - | 1,985 | - | 1,985 |
| Exploration | 127,731 | 6,572 | 134,303 | - | 134,303 |
| Drilling | 7,287 | - | 7,287 | - | 7,287 |
| Others | 8,658 | 3,109 | 11,767 | 807 | 12,574 |
| Total Exploration Expenses | 386,514 | 12,301 | 398,815 | 2,250 | 401,065 |
| Impairment | (4,260) | - | (4,260) | - | (4,260) |
| Rock Creek Grand Total | 780,366 | 34,417 | 814,783 | 2,250 | 817,033 |
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 17, 2024 (shares issued at FMV of $9,000, the payment schedule for the cash portion is currently being renegotiated);
- 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 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
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 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.
Falcon Project
| Particulars | Closing Balance (Nov 30, 2023) | Additions 2024 | Closing Balance (November 30, 2024) | Additions 2025 | Closing Balance (May 31, 2025) |
|---|---|---|---|---|---|
| Mining Claims | 25,342 | 66,570 | 91,912 | 9,000 | 100,912 |
| Claim Fees | 7,517 | 15,871 | 23,388 | - | 23,388 |
| Consultancy - Claims | 880 | 612 | 1,492 | - | 1,492 |
| Total Claim Expenses: | 33,739 | 83,053 | 116,792 | 9,000 | 125,792 |
| Geological Services | 20,452 | 2,735 | 23,187 | 451 | 23,638 |
| Technical report | 2,742 | 2,483 | 5,225 | - | 5,225 |
| Survey | 1,125 | 235 | 1,360 | - | 1,360 |
| Exploration | 24,445 | 1,083 | 25,528 | - | 25,528 |
| Others | 4,999 | 3,109 | 8,108 | 1,322 | 9,430 |
| Total Exploration Expenses | 53,763 | 9,645 | 63,408 | 1,773 | 65,181 |
| Falcon Grand Total | 87,502 | 92,698 | 180,200 | 10,773 | 190,973 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 (paid)**
- Payment on/ before 4th Anniversary: US $45,000 (paid)
*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)
**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 (US $44,000 paid).
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.
On April 10, 2025, the Company made final payment and exercised its option to purchase the Cimarron project from Nevada Select Royalty (“Nevada Select”), a wholly-owned subsidiary of Ely Gold Royalties Inc., a TSX Venture Exchange listed company. Pursuant to the acquisition, Crestview has acquired 100% of the Cimarron gold project as set out below (“Cimarron” or the “Property”), subject to a 2.5% net smelter royalty to Nevada Select.
Further to the acquisition of the Property, Crestview entered into a definitive agreement to joint venture the Cimarron Property, spanning 31 claims comprised of the now acquired 13 claims from Nevada Select plus 18 nearby claims staked by Crestview, with Surface Metals Inc. (“Surface”, formerly ACME Lithium Inc.), whereby Surface is acquiring a 90% interest and Crestview is retaining a 10% carried interest in the Property. Surface will have operational control of the project and the closing is expected to take place in due course subject to certain customary conditions.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Consideration paid by Surface to Crestview for their 90% interest includes an aggregate of US$149,000 in cash and 333,333 common shares of Surface (1,000,000 common shares prior to share consolidation) payable as follows: (i) US$124,000 in cash payable by Surface on or before closing (received) plus 166,667 common shares upon closing; (ii) US$25,000 plus 166,666 common shares of Surface six months following closing. Surface shall have the right to acquire a further 5% interest from Crestview for US$500,000. Crestview’s retained interest shall be carried until a completed Preliminary Economic Assessment after which each party will be responsible for its pro rata share of exploration costs.
Cimarron Project
| Particulars | Closing Balance (Nov 30, 2022) | Additions 2023 | Closing Balance (November 30, 2024) | Additions 2025 | Closing Balance (May 31, 2025) |
|---|---|---|---|---|---|
| Mining Claims | 152,371 | 14,618 | 166,989 | 120,880 | 287,869 |
| Claim Fees | 37,647 | 10,237 | 47,884 | - | 47,884 |
| Consultancy - Claims | 2,355 | 668 | 3,023 | - | 3,023 |
| Total Claim Expenses: | 192,373 | 25,523 | 217,896 | 120,880 | 338,776 |
| Geological Services | 848 | 214 | 1,062 | 902 | 1,964 |
| Technical report | 1,111 | 1,804 | 2,915 | - | 2,915 |
| Survey | 18,279 | - | 18,279 | - | 18,279 |
| Testing Fees | 37,591 | - | 37,591 | - | 37,591 |
| Exploration | 67,812 | 744 | 68,556 | - | 68,556 |
| Drilling | 376,963 | - | 376,963 | - | 376,963 |
| Storage | 3,712 | 1,630 | 5,342 | 713 | 6,055 |
| Others | 16,182 | 3,109 | 19,291 | 347 | 19,638 |
| Total Exploration Expenses | 522,498 | 7,501 | 529,999 | 1,962 | 531,961 |
| Impairment | - | (715,754) | (715,754) | 103,753 | (612,001) |
| Sale of interest | - | - | - | (168,728) | (168,728) |
| Cimarron Grand Total | 714,871 | (682,730) | 32,141 | 57,867 | 90,008 |
The Dry Creek Prospect (formerly Divide Mine Prospect)
The Dry Creek Prospect consists of 43 claims, staked in 2022 and covers potential strike extension of the Divide Mine. The property is located in the northwest portion of the Tuscarora Mining District, 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.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Like Rock Creek, the Dry Creek Prospect 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 $0.1\mathrm{g / t}$ Au (including $7.67~\mathrm{g / t}$, $5.04~\mathrm{g / t}$, $3.29~\mathrm{g / t}$, and $2.14~\mathrm{g / t}$ Au) and 13 samples yielding greater than $25~\mathrm{g / t}$ Ag (including $970~\mathrm{g / t}$, $312~\mathrm{g / t}$, $287~\mathrm{g / t}$, $196~\mathrm{g / t}$, $187~\mathrm{g / t}$, and $142~\mathrm{g / t}$ 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 Paleozoic metasedimentary rocks; and 3) disseminated mineralization in favorable lithologies of the Paleozoic package.
12
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Dry Creek Property
(formerly Divide Mine)
| Particulars | Closing Balance
(Nov 30, 2023) | Additions
2024 | Closing Balance
(November 30, 2024) | Additions
2025 | Closing Balance
(May 31, 2025) |
| --- | --- | --- | --- | --- | --- |
| Mining Claims | 131,550 | - | 131,550 | - | 131,550 |
| Claim Fees | 35,520 | 12,461 | 47,981 | - | 47,981 |
| Consultancy - Claims | 979 | 592 | 1,571 | - | 1,571 |
| Total Claim Expenses: | 168,049 | 13,053 | 181,102 | - | 181,102 |
| Geological Services | 10,122 | 214 | 10,336 | - | 10,336 |
| Technical report | 2,066 | 1,014 | 3,080 | - | 3,080 |
| Survey | 15,331 | 565 | 15,896 | - | 15,896 |
| Exploration | 12,408 | 744 | 13,152 | - | 13,152 |
| Drilling | 4,786 | - | 4,786 | - | 4,786 |
| Others | 4,292 | 3,109 | 7,401 | 482 | 7,883 |
| Total Exploration Expenses | 49,005 | 5,646 | 54,651 | 482 | 55,133 |
| Impairment | (166,063) | - | (166,063) | - | (166,063) |
| Dry Creek Grand Total | 50,991 | 18,699 | 69,690 | 482 | 70,172 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 to further explore its mineral properties and for the Company’s administrative expenses.
The Company anticipates financing its future 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. In addition, the Company further takes debt financing and JV partnerships into consideration to secure additional financing.
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.
| May-25 | Feb-25 | Nov-24 | Aug-24 | May-24 | Feb-24 | Nov-23 | Aug-23 | |
|---|---|---|---|---|---|---|---|---|
| Net and comprehensive income / (Loss) for the Quarter | 48,037 | (83,353) | (811,824) | (125,518) | (96,788) | (85,505) | (436,468) | (175,803) |
| Loss per share | 0.00 | (0.00) | (0.02) | (0.00) | (0.00) | (0.00) | (0.01) | (0.01) |
| Accumulated deficit | (2,038,638) | (2,208,051) | (2,202,208) | (1,532,064) | (1,657,861) | (2,230,838) | (4,600,314) | (4,443,286) |
| Total assets | 1,207,992 | 1,172,587 | 1,153,708 | 1,848,497 | 1,815,817 | 1,740,159 | 1,691,548 | 2,072,957 |
| Total liabilities | 589,436 | 594,606 | 516,736 | 431,256 | 293,341 | 443,537 | 326,421 | 264,131 |
| Total equity | 618,556 | 577,981 | 636,972 | 1,417,241 | 1,522,476 | 1,296,622 | 1,365,127 | 1,808,826 |
1) The loss for the current quarter is lower than previous quarters, due to the partial reversal of impairment loss that was incurred for the valuation of the Cimarron project that was incurred during the quarter ended November 30, 2024.
14
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Results of Operation for the Three months ended May 31, 2025
For the three months ended May 31, 2025, the Company realized a net income of $48,037 or $0.00 per share, compared to a net loss of $96,788 or $0.00 per share per share for the three months ended May 31, 2024. The income is due to the reversal of impairment loss of the Cimarron project. The highlights of the operations for the quarters are as follows:
| Particulars | May 31, 2025 | May 31, 2024 | Variation | Remarks |
|---|---|---|---|---|
| $ | $ | $ | ||
| Share-based compensation | (4,106) | 1,982 | (6,088) | In May 2024, the Company granted 2,100,000 stock options. The share-based compensation relates to the vesting of these options. The decrease in share-based compensation is due to a correction of share-based compensation recorded in Q1 2025. |
| Travel | 165 | 6,449 | (6,284) | The decrease in travel is due to decreased operational activity. During the second quarter of 2024, representatives of the Company travelled to the properties in Nevada to perform permitting work. No such work was conducted during the current quarter. |
| Director fees | 10,725 | 17,250 | (6,525) | Due to the lack of financing, the Company reduced fees payable to directors. |
| Interest and bank charges | 1,890 | 656 | 1,234 | Interest charges have increased due to the increased interest-bearing debt. |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Results of Operation for the Six months ended May 31, 2025
For the six months ended May 31, 2025, the Company realized a net loss of $38,672 or $0.00 per share, compared to of $182,293 or $0.01 per share per share for the six months ended May 31, 2024. The highlights of the operations for the quarters are as follows:
| Particulars | May 31, 2025 | May 31, 2024 | Variation | Remarks |
|---|---|---|---|---|
| $ | $ | $ | ||
| Share-based compensation | 11,256 | 1.982 | 15,362 | In May 2024, the Company granted 2,100,000 stock options. The share-based compensation relates to the vesting of these options. |
| Travel | 1,307 | 6,579 | (5,272) | The decrease in travel is due to decreased operational activity. During the second quarter of 2024, representatives of the Company travelled to the properties in Nevada to perform permitting work. No such work was conducted during the current period. |
| Director fees | 21,450 | 34,000 | (12,550) | Due to the lack of financing, the Company reduced fees payable to directors. |
| Interest and bank charges | 5,279 | 1,540 | 3,739 | Interest charges have increased due to the increased interest-bearing debt. |
Liquidity and Capital Resources
Working Capital
Working Capital is a non-IFRS financial measure being the difference between current assets and current liabilities. Working capital deficit at May 31, 2025, of $439,076 represents an increase of $20,912 from $418,164 as at November 30, 2024. This increase in working capital deficit is mainly due to decreased financing activities of the Company. As a result of less financing available, the Company used the majority of cash obtained throughout the prior year, from its sales tax refund, and from its joint venture agreement for operating activities and incurred higher accounts payable.
Capital Expenditures
The Company increased its Exploration and Evaluation of Assets by $71,372 during the six months ended May 31, 2025. $62,372 of the current year exploration and evaluation expenditures was incurred in cash, compared to $81,924 incurred in cash during the six months ended May 31, 2024.
16
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Capital Resources
Equity attributable to shareholders of the Company is $618,556, a decrease of $18,416 from $636,972 as at November 30, 2024. Total equity is comprised of share capital of $2,368,943 (November 30, 2024 - $2,359,943), warrants reserve $226,342 (November 30, 2024 - $428,584), contributed surplus of $61,909 (November 30, 2024 - $50,653), less accumulated deficit of $2,038,638 (November 30, 2024 - $2,202,208).
Management 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 the amounts eventually realized for assets might be less than the amounts reflected in these consolidated financial statements.
Cash Flows
During the six months ended May 31, 2025, the Company used $18,070 (2024 - $138,987) 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 $62,372 (2024 - $81,924) in investing activities to continue with the exploration and evaluation of its mineral assets. During the six months ended May 31, 2025, the Company generated $73,124 (2024 - $Nil) as proceeds from loans and $Nil (2024 - $233,410) as proceeds from issuance of units of common shares and share purchase warrants.
17
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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, 2024.
Future changes in accounting policies not yet effective as at May 31, 2025
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 May 31, 2025 and May 31, 2024:
| Key Managerial Personnel | Included in account | 2025
$ | 2024
$ |
| --- | --- | --- | --- |
| Chief Executive Officer | Professional fees | 21,450 | 45,000 |
| Chief Financial Officer | Professional fees | 21,450 | 30,000 |
| VP of Exploration | Exploration and evaluation assets | 4,358 | - |
| Dimitrios (James) Liakopoulos | Director Fees | 21,450 | 30,000 |
| Wei-Tek | Director Fees | - | 1,500 |
| Jim McKenzie | Director Fees | - | 1,500 |
| Andreas Becker | Director Fees | - | 1,000 |
| Former VP of Exploration | Exploration and evaluation assets | - | 15,466 |
| Total fees charged by related parties | | 68,708 | 124,466 |
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
| Amounts payable to Related Parties
(included in Accounts payable and accrued liabilities | May 31, 2025
$ | November 30, 2024
$ |
| --- | --- | --- |
| Chief Executive Officer | 59,417 | 61,254 |
| Chief Financial Officer | 40,526 | 38,004 |
| VP of Exploration | 1,950 | - |
| Dimitrios (James) Liakopoulos (Director) | 137,669 | 115,134 |
| Wei-Tek (Director) | 15,500 | 15,500 |
| Jim McKenzie (Director) | 2,000 | 2,000 |
| Andreas Becker (Director February - August 2024) | 1,780 | 1,780 |
| Former VP of Exploration | 15,500 | 17,904 |
| Total amounts payable to related parties | 274,342 | 251,576 |
Additionally, the loan in the amount of US $49,549 (November 30, 2024 – US $49,549) and further advances of US $48,721 (November 30, 2024 – US $Nil) due to Dimitrios Liakopoulos (Note 7) represent related party transactions.
All related party transactions are incurred in the normal course of operations and have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties that are included in accounts payable and accrued liabilities are non-interest bearing and due on demand.
During the year ended November 30, 2024, 1,785,000 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 is 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.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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.
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 and amounts receivable at the reporting date for the aggregate amounts of $4,112 as at May 31, 2025 (November 30, 2024 - $17,214). This amount excludes the Reclamation bond of USD 20,000 (November 30, 2024 - USD 20,000). 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. The risk related to amounts receivable is considered negligible, as they consist exclusively of sales taxes receivable from the Government of Canada.
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 May 31, 2025, the Company had $451,398 (November 30, 2024 - $447,038) in accounts payable and accrued liabilities and cash of $506 (November 30, 2024 - $7,824) 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.
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Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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.
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 | Falcon Mine Claim
US$ | Total
C$ (@1.3742) | Common shares
Nos |
| --- | --- | --- | --- |
| 2025 | 175,000 | 240,485 | 400,000 |
| 2026 | 125,000 | 171,775 | 500,000 |
| 2027 | 150,000 | 206,130 | 600,000 |
| 2028/2029 | - | - | - |
The amounts are expressed in Canadian Dollars at an exchange rate of 1.3742.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 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 – the Company had 36,851,748 shares issued and outstanding as at May 31, 2025 and July 18, 2025.
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
Period ended July 18, 2025
No shares were issued since the quarter ended May 31, 2025.
Period ended May 31, 2025
Share issuance for Mineral Property
On December 17, 2024, the Company issued 300,000 common shares of the Company valued at $9,000 to satisfy the share portion of the option payment for the Falcon Mine property.
2. Warrants:
Changes in warrants outstanding for the period ended May 31, 2025, and the period ended July 18, 2025
| Period ended July 18, 2025 | Period ended May 31, 2025 | |||
|---|---|---|---|---|
| # of Warrants | Weighted Average Exercise Price | # of Warrants | Weighted Average Exercise Price | |
| Beginning Balance | 7,963,800 | $ 0.11 | 12,836,850 | $ 0.14 |
| Issued | - | - | - | - |
| Expired | - | - | (4,873,050) | $ 0.20 |
| Ending Balance | 7,963,800 | $ 0.11 | 7,963,800 | $ 0.11 |
As at May 31, 2025 and July 18, 2025 the following share purchase warrants were outstanding:
| Expiry Date | # of Warrants | July 18, 2025 | # of Warrants | May 31, 2025 | ||
|---|---|---|---|---|---|---|
| Exercise Price | Exercise Price | |||||
| 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 | 7,963,800 | $ | 0.11 | 7,963,800 | $ | 0.11 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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.
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 of share-based compensation in connection with the stock options vested during the year.
Changes in stock options outstanding for the Three Months ended May 31, 2025, and the period ended July 18, 2025:
| Period ended July 18, 2025 | Period ended May 31, 2025 | |||||
|---|---|---|---|---|---|---|
| # 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 | 1,725,000 | $ 0.10 | 1,750,000 | 850,000 | $ 0.10 |
| Granted/Vested | - | - | $ - | - | 875,000 | $ 0.10 |
| Forfeited | - | - | $ - | - | - | $ - |
| Cancelled | - | - | $ - | - | - | $ - |
| Ending Balance | 1,750,000 | 1,725,000 | $ 0.10 | 1,750,000 | 1,725,000 | $ 0.10 |
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
As at May 31, 2025 and July 18, 2025 the following stock options were outstanding:
| Expiry Date | # of Stock Options | July 18, 2025 | # of Stock Options | May 31, 2025 | ||
|---|---|---|---|---|---|---|
| # of Stock Options exercisable | Exercise Price | # of Stock Options exercisable | Exercise Price | |||
| May 10, 2029 | 1,650,000 | 1,650,000 | $ 0.10 | 1,650,000 | 1,650,000 | $ 0.10 |
| August 29, 2029 | 100,000 | 75,000 | $ 0.10 | 100,000 | 75,000 | $ 0.10 |
| Total | 1,750,000 | 1,725,000 | $ 0.10 | 1,750,000 | 1,725,000 | $ 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 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 the 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 in construction and for the 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.
25
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 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
26
Crestview Exploration Inc.
Management Discussion & Analysis
For the Six Months ended May 31, 2025
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 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 people 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 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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