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GoldHaven Resources Corp. Management Reports 2025
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Management Reports
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GoldHaven
RESOURCES CORP.
(An Exploration Stage Company)
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Management’s Discussion and Analysis
For the Year Ended
July 31, 2025
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
INTRODUCTION
This Management Discussion & Analysis ("MD&A") for GoldHaven Resources Corp. (the "Company" or "GoldHaven") for the year ended July 31, 2025, has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of November 28, 2025, and compares its financial results for the year ended July 31, 2024. This MD&A provides a detailed analysis of the business of GoldHaven and should be read in conjunction with the Company's consolidated financial statements and the accompanying notes for the year ended July 31, 2025, which have been prepared in accordance with International Financial Reporting Standards ("IFRS").
The Company's reporting currency is the Canadian dollar, and all monetary amounts in this MD&A are expressed in Canadian dollars unless otherwise stated. References to "US$" are to United States dollars. The Company is presently a "venture issuer" as defined in NI 51-102.
On October 2, 2024, the Company common shares were consolidated on a basis of one post-consolidated common share for every four pre-consolidated common shares. The number of shares, options, warrants and per share amounts presented have been retrospectively adjusted to reflect the impact of the share consolidation.
Caution Regarding Forward Looking Statements
This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the Company's strategies and objectives, both generally and in respect of its specific mineral properties; the timing and cost of planned exploration programs of the Company; the duration thereof and the timing of the receipt of results therefrom; the Company's future cash requirements; general business and economic conditions; the potential for the Company to secure rights to, or to earn an interest in, additional mineral properties; the proposed use of the proceeds of the private placements completed by the Company; and the Company's expectation that it will be able to enter into agreements to acquire interests in additional mineral projects, particularly with respect to projects prospective for gold. All statements, other than statements of historical fact are forward-looking statements. Information concerning mineral resource estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "plan", "forecast" and similar expressions, or which by their nature refer to future events. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities and the Company's inability to identify one or more economic deposits on its properties; future prices of mineral resources; accidents; dependence on key personnel; labour pool constraints; labour disputes; availability of infrastructure required for the development of mining projects; delays or inability to obtain governmental and regulatory approvals for mining operations, financing or for the completion of development or construction activities; the performance, or lack thereof, of third parties; and other risks identified herein under "Risk Factors".
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially and adversely, from those expressed or implied by forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions as to: the availability of financing for the Company's exploration and development activities; operating and exploration costs; the Company's ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; the level and volatility of the prices for precious and base metals, including gold, silver and copper; the ability of the Company to negotiate suitable access agreements with the holders of surface rights to the Company's optioned mineral properties, including with respect to the timing and costs thereof; and general business and economic conditions.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
Cautionary Note to US Investors
Information concerning mineral properties in this MDA has been prepared in accordance with Canadian disclosure standards under applicable Canadian securities laws, which are not comparable in all respects to United States disclosure standards. The terms "mineral resource", "measured resource", "indicated resource" and "inferred resource" (and similar expressions) used in this MDA are Canadian mining terms as defined in accordance with National Instrument 43-101 under guidelines set out in the standards set by the Canadian Institute of Mining, Metallurgy and Petroleum.
While the terms "mineral resource", "measured resource", "indicated resource" and "inferred resource" are recognized and required by Canadian regulations, they are not defined terms under the standards of the U.S. Securities and Exchange Commission ("SEC"). As such, certain information contained or incorporated by reference in this MDA concerning descriptions of mineralization and resources under Canadian standards is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. An "inferred resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility. It cannot be assumed that all or any part of an "inferred resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or other economic studies. Investors are cautioned not to assume that all or any part of measured, indicated or inferred resources will ever be converted into Mineral Reserves. Investors are also cautioned not to assume that all or any part of an "inferred resource" exists, or is economically or legally mineable.
Caution Regarding Adjacent or Similar Exploration and Evaluation Assets
This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the "SEC") set forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7") strictly prohibit information of this type in documents filed with the SEC.
All readers are cautioned that the Company has no interest in or rights to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefrom or economics with respect thereto, are not indicative of mineral deposits on the Company's properties or the potential production from, or cost or economics of, any future mining of any of the Company's mineral properties.
Caution Regarding Historical Results
Historical results of operations and trends that may be inferred from the discussion and analysis in this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations, thus resulting in the Company losing its rights to some or all of its mineral properties. See "Risk Factors".
All of the Company's public disclosure filings, including its most recent material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's exploration and evaluation assets.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
BUSINESS OF THE COMPANY
The Company is a mineral exploration and development company. Its principal activities consist of evaluating, acquiring, exploring and developing mining properties in B.C. Canada and Brazil.
Mineral exploration and development of mining properties are expected to constitute the principal business of the Company for the coming periods. In the course of realizing its objectives, it is expected that the Company will enter into various agreements specific to the mining industry, such as option agreements for mining concessions, joint venture agreements, project acquisition or financing agreements.
Outlook
The Company's immediate priority is to plan and execute multi-phased exploration programs on its large-scale porphyry mineralization projects in B.C. Canada and Brazil. These projects include the Magno and Three Guardsmen properties, located in the Liard mining district and adjacent to the historic Cassiar mining district, as well as the Copeçal property, located in the Juruena Gold Province within Mato Grosso, Brazil.
Corporate Structure
GoldHaven Resources Corp. was incorporated on February 20, 2019 under the laws of British Columbia under the name Altum Resource Corp., the name change being effective June 24, 2021.
GoldHaven's head office is located at Suite 2288 - 1177 Hastings Street, Vancouver, BC, Canada V6E 2K3 and its registered and records office is located at Suite 2288 - 1177 Hastings Street, Vancouver, BC, Canada V6E 2K3.
The following is a visual presentation of the Company's corporate organization as at June 19, 2025:
Qualified Persons:
Magno and Three Guardsmen Properties in BC, Canada – R.J. (Bob) Johnston, P.Geo, is the Qualified Person as defined by National Instrument 43-101 Standards of Disclosure.
Copecal, Bahia and Iguatu Properties in Brazil – Jonathan Victor Hill, B.Sc. Hons, FAusIMM is the Qualified Person as defined by National Instrument 43-101 Standards of Disclosure.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
CORPORATE DEVELOPMENTS
The Company completed two major transactions during fiscal 2025, acquiring Copper Peak Metals Inc. and Boa Gold Corp. earning the Company significant mineral exploration projects in both B.C. Canada and Brazil. Subsequently the Company expanded the size of its projects in B.C. through additional acquisitions and staking.
In order to fund exploration programs at its newly acquired projects and manage a significantly increased level of corporate activity, the Company completed private placements during fiscal 2025 for gross proceeds of $2.73 million, including a flow-through private placement specifically for field programs at its B.C. based projects.
The Company also made significant changes to its board of directors and management during the year addressing the need for both familiarity with the newly acquired projects and streamlining key management roles. New management appointees include Rob Birmingham, CEO and Steve Vanry, CFO & Corporate Secretary. The Company's board of directors is now comprised of: Mike Stier, Chris Cooper, Gerald Diakow and Gordon Ellis.
MINERAL PROJECTS
Magno & Three Guardsmen – B.C., Canada
Acquisition
On October 31, 2024, the Company entered into a definitive securities exchange agreement with Copper Peak Metals Inc. ("Copper Peak"), pursuant to which the Company acquired all the issued and outstanding shares of Copper Peak from the Copper Peak shareholders in exchange for:
- 3,990,000 common shares of the company (issued on November 8, 2024, with a fair value of $359,100);
- 500,000 common share purchase warrants, each exercisable at $0.10 to acquire one common share of the company until September 16, 2027;
- 500,000 common share purchase warrants, each exercisable at $0.10 to acquire one common share of the company until August 22, 2027; and
- a payment of $103,334 to a vendor (paid $93,334 as of July 31, 2025).
Out of the 3,990,000 consideration shares, 2,990,000 consideration shares shall be subject to a pooling arrangement, where 10% of such shares were released on closing (November 8, 2024) and the balance shall be released in six tranches of 15% every six months.
The Properties under the amalgamation include a 100% ownership of the Magno and Three Guardsmen mineral properties (the "Properties") in British Columbia's Liard Mining District. At acquisition the Magno property includes 24 mineral tenures, while the Three Guardsmen property holds 12. Both projects focus on the late Cretaceous terranes, known to host significant porphyry deposits like those at Casino and Red Mountain. The exploration team will target granitic bodies beneath promising skarn deposits, aiming to identify the source of mineralized fluids linked to these skarns. The focus will be on extensive geochemical and geophysical exploration to identify potential porphyry sources.
Since the acquisition of Copper Peak, the Company has actively expanded its property holdings at Magno, including:
- On June 17, 2025, the Company entered into an agreement to acquire the Kuhn, Dead Goat, and M3 tungsten claims covering 1,100.6 acres within the Magno Project area; and
- On October 31, 2025, the Company entered into an agreement for $10,000 CAD and 300,000 shares of GoldHaven to acquire the 429.46-acre Hamel claims within the Magno Project area. The addition of these claims increased the Company's land position in the district and provided continuity with adjacent mineral holdings.
- During 2025, the Company also staked a significant number of claims, and together with the above noted acquisitions have expanded the total Magno project area by approximately 5,000 hectares.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
Magno
The 35,733-hectare ("Ha") Magno project hosts multiple styles of mineralization that appear to share common fluid pathways and heat sources, indicating a series of related mineralizing events. During the two-week program at Magno, the team recognized the significance of the Cassiar stock -- a 72 million years ago (Ma) Cretaceous granite mapped within the eastern margin of the Cassiar batholith. Originally described by Panteleyev, detailed mapping by the team has confirmed a direct correlation between phases of the Cassiar stock (biotite quartz monzonite porphyry) and the property's mineralized showings. As a result, securing additional ground over the Cassiar stock became an immediate priority.
By consolidating the Cassiar stock and its associated mineralized showings into a single-claim package, Goldhaven's technical team now has the advantage of interpreting the system as a whole rather than in isolated pieces. The team has been able to connect mineralized skarns with north-south parallel contacts and crosscutting northeast-trending structures, where narrow apophyses of Cretaceous Cassiar stock quartz monzonite intrude the surrounding Cassiar terrane sediments.
Exploration at Magno Central (encompassing the Magno and D zones) has confirmed the presence of structurally controlled skarn and CRD-style mineralization within the Lower Cambrian Atan Group, specifically the Rosella formation, which comprises limestone, marble and clastic limestones. Historically, these zones have been well known for Ag-Pb-Zn (silver-lead-zinc) mineralization; however, the team aims to expand on more recent discoveries indicating the presence of indium (In) and gallium (Ga). Comparisons can be drawn to Coeur Mining Inc.'s Silvertip project, located within the same Cassiar terrane north of the Magno property, which provides a strong analogue for the potential development of deeper, contact-parallel, skarn systems at Magno and D.
Mapping and sampling in the W (tungsten showings) of the Kuhn and Dead goat zones of the Magno property during the August field program focused on verifying historic trenches and conducting detailed mapping of both the prospective area and the mineralogical zonation of the skarns. Skarn mineral zonation is dominated by diopside-garnet assemblages, with additional zones containing tremolite, pyrrhotite and scheelite.
Three Guardsmen
The Three Guardsmen property comprises 14 contiguous mineral tenures covering 16,234 Ha within the Atlin mining division of northwestern British Columbia. Strategically located near Haines Junction, the Three Guardsmen project sits in a highly prospective geological area known for copper-magnetite skarns with gold and molybdenum mineralization. Observed transitions from copper- and silver-rich zones to bismuth, tellurium and gold-rich areas, along with molybdenum in altered granites, point to a possible nearby porphyry system.
At the Canadian Verdee and Mildred showings, high-grade copper occurs in concentrated pods dominated by chalcocite and bornite, with secondary chalcopyrite and widespread malachite staining. These mineralized zones, hosted in skarns, extend over a strike length of more than one km, highlighting the scale and potential of the system. Situated within Late Cretaceous terranes known for world-class porphyry deposits such as Casino and Red Mountain, the project offers significant exploration potential. Goldhaven's strategy leverages targeted geochemical and geophysical analysis to identify mineralized granitic intrusions which may be the source of the skarn mineralization observed at surface.
2025 Exploration Summary
During August and September, the Company completed a first-pass assessment exploration program at Magno and Three Guardsmen. A total of 354 rock samples were collected at Magno, consisting primarily of grab samples along with chip and channel samples. At Three Guardsmen, the team collected an additional 126 grab and chip samples. The objective of the exploration program was to gain a better understanding of the properties through geochemical analysis and interpretation as well as continuing data compilation and digitization, and modeling historical work. During the period ended July 31, 2025 the Company had incurred exploration expenses of $71,987 (2024 - $nil) and as of the date of this MD&A through the end of the exploration program the Company had incurred costs representing approximately 50% of the $498,500 net proceeds of the flow-through private placement completed in June and July,
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
2025 with the balance ear-marked for expenditure in connection with 2026 follow up exploration which is anticipated to begin late spring-early summer 2026.
Copecal, Bahia, Iguatu – Brazil
Acquisition
Pursuant to the Amalgamation Agreement, on January 13, 2025 (the “Closing Date”) the Company acquired all of the issued and outstanding common shares of Boa Gold Corp. (“Boa Gold”) by way of a three-cornered amalgamation (the “Transaction”) whereby Subco (a wholly-owned subsidiary of the Parent formed for the purposes of the Transaction) and Boa Gold amalgamated pursuant to the provisions of the Business Corporations Act (BC) to form Boa Brazil Development Corp., a wholly owned subsidiary of the Parent (GoldHaven Resources Corp.). On closing of the Transaction (the “Closing”), all of the issued and outstanding Boa Shares were cancelled and, in consideration for such Boa Shares, the holders of Boa Shares received an aggregate of 5,759,957 units (the “Units”) of the Company, on the basis of two Boa Shares for one Unit at a value of $2,831,016. The properties under the amalgamation include a 100% ownership of four key projects in Brazil Copecal, Bahia North, Bahia South, and Iguatu.
Copecal
The Copecal Project is comprised of 2 tenements covering 4,000 Ha in the Juruena Gold Province of central-western Brazil in the Mato Grosso State. Copecal is drill-ready with 2 well-defined high-priority drill targets and has excellent access to infrastructure (water, road access, energy). Copecal is only 60km from Alta Floresta, a 50,000-population center with daily commercial flights from the state capital. There has been an estimated $1M USD in historical exploration expenditure on the property. Follow up soil sampling generated a 6km strike gold anomaly. Copecal has potential for IRG style gold (Intrusive Related Gold), porphyry style copper-gold, epithermal gold, and orogenic gold deposits.
Bahia – South
The ~31,000 Ha, Bahia South exploration licenses and applications are located in the southern region of the Bahia State, near the border with the Minas Gerais State. Geologically, this targeted exploration area belongs to the northern portion of the highly prospective Araçuaí Orogenic Belt (Neoproterozoic in age). The project area consists of schists and paragneisses of the Ribeirão da Folha Formation. In this geographic region and geological setting, numerous pegmatite bodies have been found and recorded (with occurrences of some valuable gemstones and the presence of incompatible chemical elements such as niobium, beryllium, and lithium).
Bahia – North
The Bahia North exploration licenses and applications are geologically hosted by the regional “Campo Formoso Neoproterozoic Metamorphic Domain”, northern Bahia State. The exploration environment in that geographic region consists of plutonic igneous stocks and batholiths ranging from Archean to Neoproterozoic ages. The petrological compositions of the intrusive bodies may range from high-K calc-alkaline granitic rocks to ultrapotassic igneous rocks. Within this general prospective region, there have been the identification of some occurrences of base metals, of gemstones in association with pegmatites, and of emerald mines and deposits.
The Company has not conducted any exploration or incurred related expenditures at Bahia North and South since it’s acquisition nor is it currently a high priority for the Company. Management is currently studying budgets for possible exploration programs as it makes decisions for possible next steps at Bahia South and North.
Iguatu
The Iguatu project is subdivided into three individual blocks of exploration licenses and applications: the 15,799 Ha, Iguatu North, 17,017 Ha, Central Iguatu, and the 17,850 Ha, Iguatu South. These blocks are located in the known pegmatitic district of the Solonópole region, in the Ceará State. The region is known for its deposits and diggings of/for lithium minerals, gemstones, industrial quartz and feldspars. Occurrences are hosted by zoned pegmatites which are mineralized in incompatible chemical elements such as beryllium, tantalum, and lithium. The igneous intrusive
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
stocks and batholiths that host pegmatitic bodies in this general area belong to the “Acopiara Complex” (predominantly Paleoproterozoic in age). The company has not conducted any exploration at Iguatu since it’s acquisition nor is it currently a high priority for the Company. Management is currently studying budgets for possible exploration programs as it makes decisions for possible next steps at Iguatu.
2025 Exploration Summary
During June, 2025 the Company commenced a planned 2,000-metre (m) auger drilling program, designed to enhance geological understanding in support of future drill campaigns. To date a total of five diamond drill holes have been completed with a plan for three more before the program concludes. Analytical results for the first two holes drilled are expected within the month of November. During the period ended July 31, 2025 the Company had incurred exploration expenses of $216,217 (2024 - $nil) and as of the date of this MD&A the Company had incurred total costs of approximately $370,000 under a total budget of $656,000.
FISCAL YEAR 2025 EXPENDITURES - EXPLORATION AND EVALUATION ASSETS
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all its exploration and evaluation assets and, to the best of its knowledge, title to all its properties are in good standing on the Company’s current properties retained.
| CANADA (BC) | BRAZIL | Total | |
|---|---|---|---|
| Magno & Three Guardsmen | Copecal, Bahia, Iguatu | ||
| Balance July 31, 2024 | $ - | $ - | $ - |
| Acquisition costs: | |||
| Cash | 103,334 | - | 103,334 |
| Shares and warrants | 583,073 | 4,198,530 | 4,781,603 |
| Acquisition costs for the period | 686,407 | 4,198,530 | 4,884,937 |
| Deferred exploration costs: | |||
| Assays | 17,402 | - | 17,402 |
| Drilling | - | 90,957 | 90,957 |
| Field supplies | 2,376 | 21,018 | 23,394 |
| Geological | 1,451 | 49,907 | 51,358 |
| Geophysics | 24,369 | 24,369 | |
| Reports | 12,500 | - | 12,500 |
| Staking and professional fees | 22,191 | 16,205 | 38,396 |
| Travel and accommodations | 16,067 | 13,761 | 29,828 |
| Exploration costs for the period | 71,987 | 216,217 | 288,204 |
| Balance July 31, 2025 | $ 758,395 | $4,414,747 | $5,173,141 |
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
| | CANADA (BC)
Smoke Mountain | CANADA (Nfld)
Pat’s Pond & O’Neill | Total |
| --- | --- | --- | --- |
| Balance July 31, 2023 | $ 1,667,403 | $ 1 | $ 1,667,403 |
| Acquisition costs: | | | |
| Cash | - | - | - |
| Shares | 70,577 | - | 70,577 |
| Acquisition costs for the year | 70,577 | - | 70,577 |
| Deferred exploration costs: | | | |
| Consulting | 35,000 | - | 35,000 |
| Field exploration (recovery) | (101,762) | - | (101,762) |
| Reports | 4,556 | - | 4,556 |
| Travel | 4,519 | - | 4,519 |
| Exploration costs for the year | (57,687) | - | (57,687) |
| Write-off of exploration costs | (1,680,293) | (1) | (1,680,294) |
| Balance July 31, 2024 | $ - | $ - | $ - |
RESULTS OF OPERATIONS
SUMMARY OF ANNUAL INFORMATION
| July 31, 2025 | July 31, 2024 | July 31, 2023 | |
|---|---|---|---|
| Loss for the Year | $ (1,224,968) | $ (2,324,942) | $ (9,485,590) |
| Loss per share – Basic and Diluted | (0.05) | (0.61) | (3.08) |
| Exploration and evaluation assets | 5,173,141 | - | 1,667,404 |
| Total Assets | 6,553,719 | 43,902 | 1,731,129 |
| Cash Dividends Declared | - | - | - |
For the year ended July 31, 2025, the Company incurred a loss and comprehensive loss of $1,224,968 (2024 – loss of $2,324,942). Expenses during fiscal 2025 consist primarily of consulting, investor relations, professional fees and share based payments compared to fiscal 2024 when all but share based payments were materially lower. Operating expenses in 2025 at $1.22 million were materially higher than $0.65 million in 2024 due to significant corporate activity in support of the newly acquired exploration projects, but the overall loss in 2024 was higher due to a $1.68 million dollar impairment of exploration and evaluation assets. Operating expenses of $1.09 million in 2023 were similar to 2025 during a similarly active period, but the loss of $9.49 million in 2023 was significantly higher than both 2025 and 2024 due an impairment of exploration and evaluation assets of $8.41 million. Exploration and Evaluation assets fell significantly between 2023 and 2024 as the Company restructured and then grew significantly in 2025 due to the two major acquisitions.
9
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
The table below explains the significant changes in expenditures for the year ended July 31, 2025 as compared to the corresponding year ended July 31, 2024.
| Expenses | Change in Expenses | Explanation for Change |
|---|---|---|
| Consulting fees | Increase of $78,745 | The increase in consulting fees in 2025 over 2024 relates primarily to the need for additional services in support of the Company’s heightened activity both at the corporate and technical level. |
| Investor relations | Increase of $414,626 | There was a significant increase in investor relations activities as the Company launched marketing, communication and advertising campaigns in support of progressing from a restructuring in 2024 to completing two significant acquisitions in 2025 and commencing exploration programs for both projects. |
| Professional fees | Increase of $104,404 | Legal fees and to a lesser extent accounting and audit fees increased due primarily to the acquisitions and financings completed during 2025. |
| Write off of exploration and evaluation assets | Decrease of $1,680,294 | Write off of exploration and evaluation assets was $nil in 2025 compared with $1,680,294 in 2024 as the Company wrote off significant amounts related to divestiture of its projects in Chile. |
SUMMARY OF QUARTERLY RESULTS
The table below sets out the quarterly results for the past eight quarters:
| Three month periods ended | ||||
|---|---|---|---|---|
| July 31, 2025 | April 30, 2025 | January 31, 2025 | October 31, 2024 | |
| Total assets | 6,476,539 | $ 4,657,818 | $ 3,522,555 | $ 242,887 |
| Exploration and evaluation assets | 5,173,141 | 3,347,764 | 3,309,083 | - |
| Working capital (deficit) | 924,264 | 1,065,988 | (239,612) | (41,237) |
| Shareholders’ (deficit) equity | 6,097,405 | 4,413,752 | 3,069,471 | (41,237) |
| Net loss | (284,215) | (257,391) | (544,814) | (138,548) |
| Loss per share and diluted loss per share | (0.01) | (0.01) | (0.03) | (0.02) |
| Three month periods ended | ||||
| --- | --- | --- | --- | --- |
| July 31, 2024 | April 30, 2024 | January 31, 2024 | October 31, 2023 | |
| Total assets | $ 43,902 | $ 1,768,457 | $ 1,720,376 | $ 1,748,083 |
| Exploration and evaluation assets | - | 1,680,293 | 1,629,466 | 1,692,904 |
| Working capital | (419,923) | (254,766) | (351,096) | (371,820) |
| Shareholders’ equity | (419,923) | 1,425,527 | 1,278,371 | 1,321,084 |
| Net loss | (1,845,450) | (279,573) | (100,620) | (99,299) |
| Loss per share and diluted loss per share | (0.41) | (0.12) | (0.04) | (0.04) |
The variation seen over such quarters is primarily dependent upon the success of the Company's ongoing property evaluation programs, timing and results of the Company's exploration activities on its then current properties, and
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
professional fees and consulting in support of the acquisition and operation of the properties as well as investor relations campaigns. There are no general trends regarding the Company's quarterly results, and the Company's business of mineral exploration is somewhat seasonal, as exploration work on its properties in Canada are restricted to certain portions of the year if prevailing weather conditions make such work prohibitively expensive or practically impossible to complete at other times. Quarterly results can vary significantly depending on whether the Company has granted any stock options or paid any employee bonuses, and these are factors that account for material variations in the Company's quarterly net losses, none of which are predictable. General operating costs other than the specific items noted above tend to be quite similar from period to period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position was $1,267,754 as at July 31, 2025 (July 31, 2024 - $3,932). The Company's cash position consists primarily of funds received from the issuance of its common shares. Cash outflows during the current period ended July 31, 2025 was primarily attributable to operating activities at $1,051,217 (2024 - $285,778) and to a lesser extent investing activities of $447,959 (2024 – inflow $11,172) paid for exploration and evaluation assets.
The financing activities in the current period yielded net cash of $2,762,999 (2024 - $270,283) and consisted of the issuance of common shares and exercise of warrants and options.
At July 31, 2025, the Company has a deficit of $20,206,102 (July 31, 2024 - $19,128,827) and working capital of $1,001,444 (July 31, 2024 deficit - $419,923).
Management estimates additional funding will be required to further operations in the upcoming twelve months. The Company is continuing to explore various potential sources of financing, but there is no certainty that any additional financings will be completed.
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company's ongoing operations have been predominantly financed by the sale of its equity securities by way of private placements and the subsequent exercise of share purchase warrants issued in connection with such private placements. However, the exercise of warrants/options is dependent primarily on the market price and overall market liquidity of the Company's securities at or near the expiry date of such warrants/options (over which the Company has no control) and therefore there can be no guarantee that any existing warrants/options will be exercised. The Company can also raise funds, on a temporary basis, through short term loans, however, such loans typically have a term of one year or less and so, while providing temporary funding, will require repayment with funds which must be raised in other ways. In addition, the Company can raise funds through the sale of interests in its mineral properties. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its mineral properties.
When acquiring an interest in mineral properties through purchase or option, the Company will sometimes issue common shares to the vendor or optionor of the property as partial or full consideration for the property interest in order to conserve its cash.
Due to economic conditions, globally, there is uncertainty in capital markets and the Company anticipates that it and others in the mineral resource sector will have limited access to capital. Although the business and assets of the Company have not changed, investors have increased their risk premium and their overall equity investment has diminished. The Company continually monitors its financing alternatives and expects to continue to finance its general and administration overhead, property option payments and exploration expenditures through private placements.
The amount of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. There can be no assurance that such funds will be available on favorable terms, or at all.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
ANALYSIS OF FINANCINGS
The following table sets out prior disclosure by the Company of its intended use of proceeds, other than working capital related costs, from financings, the Company's actual achievements and an explanation of any variation.
| Disclosed Use of Proceeds (gross) (other than working capital) | Actual Use of Proceeds | Variances / Impacts |
|---|---|---|
| October 17, 2024 | ||
| Private placement $270,000 | ||
| • Administrative expenses | • Regularly occurring administrative expenditures and those in connection with the Copper Peak acquisition. | No significant variation |
| December 4, 2024 | ||
| Private placement $475,000 | ||
| • Exploration expenditures; and | ||
| • Administrative expenses | • The Company commenced exploration related activities at the Three Guardsmen and Magno properties; and | |
| • Incurred ongoing administrative expenditures and those in connection with the Copper Peak and Boa Gold acquisitions. | No significant variation. | |
| February 13, 2025 | ||
| Private placement $1,535,325 | ||
| • Exploration expenditures; and | ||
| • Administrative expenses | • The Company incurred moderate exploration expenditures in preparation for and execution of a drill program at its Copecal project in Brazil; and | |
| • Administrative expenditures were incurred in the normal course of operations. | No significant variation. | |
| June/July, 2025 | ||
| Flow-through private placement $498,500 | ||
| • Exploration expenditures | • The Company conducted a significant phase-1 exploration field work program at the Three Guardsman and Magno properties during August and September 2025 | No significant variation. |
RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and directors. The transactions with related parties were in the normal course of operations and were measured at the fair value.
Key management personnel compensation during the years ended July 31, 2025, and 2024 was as follows:
| July 31, 2025 | July 31, 2024 | |
|---|---|---|
| Consulting fees – Robert Birmingham (CEO) | $ 20,000 | $ - |
| Consulting fees – Michael Stier (Director) | 55,000 | - |
| Consulting fees – Bonn Smith (ex-CEO) | 62,000 | 144,000 |
| Professional fees – Steve Vanry (CFO) | 6,500 | - |
| Professional fees – Sead Hamzagic (ex-CFO) | 61,719 | 72,400 |
| Rent and administration – Marla Ritchie (ex-Corporate Secretary) | 15,279 | 48,234 |
| Share-based compensation – Options vested | 78,688 | 138,880 |
| $ 299,186 | $ 403,514 |
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
As at July 31, 2025, included in accounts payable and accrued liabilities was $25,157 (July 31, 2024 - $144,373) owing to a director, a corporation controlled by a director, an officer and a corporation controlled by an officer. The amounts are unsecured, non-interest bearing and have no fixed term for repayment.
During the year ended July 31, 2024, the Related Parties loaned $44,500 to the Company at a 14% annual rate of interest and repaid $35,000 plus $539 in interest of which $35,000 was repaid. The remaining balance at July 31, 2024 was $9,754 includes principal of $9,500 and accrued interest of $254. During the period ended January 31, 2025, the Company accrued an additional $285 in interest and repaid $5,000 plus interest of $539 was repaid in cash and settled $4,500 in shares. The remaining loan balance at January 31, 2025 was $Nil.
The amounts due to the related parties are as follows:
| July 31, 2025 | July 31, 2024 | |
|---|---|---|
| Included in accounts payable and accrued liabilities: | ||
| Due to former Directors | $ - | $ 14,085 |
| Due to Directors (Michael Stier) | 7,492 | - |
| Due to the CEO (Robert Birmingham) | 10,500 | |
| Due to the former CEO (Sead Hamzagic) | - | 63,364 |
| Due to the CFO (Steve Vanry) | 7,165 | 50,295 |
| Due to the former Corporate Secretary | - | 16,629 |
| $ 25,157 | $ 144,373 |
The amounts owing above are unsecured, non-interest bearing and have no fixed term for repayment.
CRITICAL ACCOUNTING ESTIMATES
This MDA is based on the financial statements which have been prepared in accordance with IFRS. The preparation of the financial statements requires that certain estimates and judgments are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.
Critical accounting estimates are estimates made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:
Share-based payments
Share-based payment is valued using the Black-Scholes option pricing model at the date of grant and expensed in profit or loss over vesting period of each award. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Share-based payment expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.
Value Added Tax
Management's assumptions regarding the recoverability of Value Added Tax ("VAT") receivable at the end of each reporting period is made using all relevant facts available, the development of VAT policies, and the general economic environment of the country to determine if a write-down of the VAT is required. Collection of the amount receivable depends on processing and payment of the claims by the local government.
The timing and amount of the VAT ultimately collectible could be materially different from the amount recorded in the consolidated financial statements. Any future recovery of the VAT receivable will be recorded in profit or loss as a recovery.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
There were no changes in the Company’s significant accounting policies during the year ended July 31, 2025, that had a material effect on its consolidated financial statements. The Company’s significant accounting policies are disclosed in Note 2 to its financial statements for the year ended July 31, 2025.
FINANCIAL INSTRUMENTS
The Company’s activities expose it to a variety of financial risks, which include credit, liquidity, market, foreign exchange, interest rate, and commodity price risks.
Financial risk management is carried out by the Company's management team with oversight from the Company’s Board of Directors. The Board of Directors also provides regular guidance for overall risk management.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfil its payment obligations. The Company’s management believes it has no significant credit risk.
The financial instrument that potentially subjects the Company to a significant concentration of credit risk is cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in major financial institutions. At July 31, 2025, the Company had cash of $1,267,754 (July 31, 2024 - $3,932).
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At July 31, 2025, the Company had a cash balance of $1,267,754 (July 31, 2024 - $3,932) to settle current liabilities of $306,279 (July 31, 2024 - $463,825). All of the Company’s accounts payable, accrued liabilities, related party liabilities and loans payable have contractual maturities of 30 days or due on demand and are subject to normal trade terms. The Company expects to fund these liabilities through the use of existing cash resources or additional equity financing.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company is not exposed to significant interest rate or equity price risks at July 31, 2025.
Foreign currency risk
The Company operates in Canada and Brazil but has limited exposure to foreign currency risk. Certain of its monetary financial instruments are denominated in Brazilian and United States currencies. Canadian dollar denominated balances generated foreign exchange gains and losses that are reported on the consolidated statement of loss and comprehensive loss. A strengthening of 10% in the Brazilian Real and US dollars against the Canadian dollar would not have resulted in any significant impact on the Company’s profit or loss for the period.
Fair value
The fair value of the Company’s financial assets and liabilities approximates the carrying amount due to the short-term maturity of the instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
CAPITAL MANAGEMENT
The Company defines capital that it manages as the aggregate of share capital, reserve and deficit.
The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the acquisition and exploration of exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The Company relies on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is enough economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions. There were no changes to the Company’s approach to capital management during the year.
RISK FACTORS
In addition to the Going Concern assumption/risk and the Financial Risk Factors noted above, the Company’s Qualitative Risk Factors are as follows:
Potential investors in the Company should be aware that investing in its securities involves a high degree of risk. The risk factors outlined in this section and elsewhere in this MDA should be carefully considered by investors when evaluating an investment in the Company. These risk factors list some, but not all, of the risks and uncertainties that may have a material adverse effect on the Company’s securities. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also impair the Company’s business operations. If the Company is unable to prevent events that have a negative effect from occurring, then its business, results of operations and financial condition and the market price of its securities could be materially and adversely affected.
Requirement for Additional Funds
The Company will require additional funds to fund ongoing administrative activities and working capital requirements for future exploration and development. The Company has no source of operating cash flow and has no assurance that additional funding will be available to the Company to carry out the completion of exploration or for property acquisitions. There can be no assurance that the Company will be able to obtain adequate additional financing or that the terms of such financing will be favourable.
Exploration, Development and Operating Risks
Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration of gold, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in drilling and removal of material, any of which could result in damage to, or destruction of, facilities, damage to life or property, environmental damage and possible legal liability.
The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines and no assurance can be given that minerals will be discovered in sufficient quantities or having sufficient grade to justify commercial operations or that funds required for development can be obtained on a timely basis. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will results in a profitable commercial mining program. The economics of developing gold and other mineral properties are affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and
15
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
environmental protection. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.
Environmental Risks and Other Regulatory Requirements
The current or future operations of the Company, including exploration and development activities and the commencement of production on any mineral properties in which it might acquire an interest require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land and water use, environmental protection, mine safety and other matters.
In Canada, exploration permits are, as a practical matter, subject to the discretion of government authorities and there can be no assurance that the Company will be successful in maintaining such permits for future projects. There can be no assurance that all permits which the Company may require for future exploration activities or any construction of mining facilities or conduct of mining operations will be obtainable on reasonable terms or at all, or that the terms of such permits or applicable laws and regulations will not have an adverse effect on any exploration or mining project which the Company might undertake.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.
Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.
Potential Political, Social and Economic Instability in Canada and Brazil
The Company's mineral property development efforts are being focused within Canada and Brazil. Consequently, the Company is subject to various risks associated with operating with various land stakeholders including possible political or economic instability and governmental policies which may result in the impairment or loss of mineral concessions or other mineral rights or otherwise adversely affect the Company.
The Company's interests and operations may be affected by government regulations with respect to restrictions on property access, permitting, price controls, export controls, foreign exchange controls, income taxes, foreign investment, expropriation of property, environmental legislation and mine safety. There is also a risk of other adverse developments, such as labour unrest, widespread civil unrest or rebellion, which may adversely affect the Company.
The Company's activities and results of operations may also be adversely affected by economic uncertainty associated with operating in a developing country.
There can be no assurance that any governmental action will be taken to control inflationary or deflationary situations or that any such action will be effective. Future governmental action may trigger inflationary or deflationary cycles or otherwise contribute to economic uncertainty. Additionally, changes in inflation or deflation rates and governmental actions taken in response to such changes may affect currency values. Any such events or changes could have a material adverse effect on the Company's results of operations and financial condition.
In addition, labour in Canada includes risks that labour unrest or wage agreements may adversely impact the Company's operations. These and other uncertainties associated with the Company's mineral property interests being
16
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
located in a developing country may make it more difficult for the Company and any future joint venture partners to obtain any required financing for exploration and development of mineral projects in Canada.
Potential Profitability Depends Upon Factors Which Are Beyond the Control of the Company
Even if the Company is able to define mineral reserves and bring a mineral project to commercial production, the potential profitability of any such producing mineral properties would be dependent upon many factors beyond the Company's control. For instance, world prices of and markets for gold and other minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of mined ore may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, water environmental compliance or other production inputs. Such costs fluctuate in ways that cannot be predicted, or controlled, impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of the Company.
Key Personnel
The Company's future success depends, in significant part, upon the continued service and performance of its senior management. The experience and ability of these individuals will be a factor contributing to the Company's success and growth. The loss of the services of one or more of these individuals could have a material adverse effect on the Company's business prospects. The Company has not obtained key man insurance with respect to any of its senior management.
Title Matters, Surface Rights and Access Rights
When the Company has performed its own due diligence with respect to title of present or future concessions, this should not be construed as a guarantee of title. Projects may be subject to prior unregistered agreements of transfer or indigenous land claims, and title may be affected by undetected defects. Until any such competing interests have been determined, there can be no assurance as to the validity of title of any mining or property interests derived from or in replacement or conversion of or in connection with claims formally obtained by the Company.
Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mineral exploration and development activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There is a risk that local communities or affected groups may take actions to delay, impede or otherwise terminate the contemplated activities of the Company. There can be no guarantee that the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out significant exploration and development activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, which assistance may not be provided or, if provided, may not be effective. If the development of a mine becomes justifiable it will be necessary to acquire surface rights for mining, plant, tailings and mine waste disposal. There can be no assurance that the Company will be successful in acquiring any such rights.
Governmental Permits and Licensing
In the ordinary course of business, the Company and any other entities through which the Company may obtain an interest in mineral properties will be required to obtain and renew governmental permits and licenses for the operation and expansion of existing operations or for the commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process, which will also involve local communities. The duration and success of the efforts to obtain and renew permits and licenses are contingent upon many variables not within the control of the Company including the interpretation of applicable requirements implemented by the permitting or licensing authority. Permits and licenses or the renewals thereof that are necessary to the operations in which the Company has an interest, or the cost to obtain or renew permits and licenses, may exceed what the Company
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
expects. Any unexpected delays or costs associated with the permitting and licensing process could delay the development or impede the operation of projects in which the Company acquires an interest.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. In addition, unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect operations on the Company’s operations, financial condition and results of operations.
Market Financial Conditions
Current financial markets have been subject to increased volatility. Such factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. If these increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the value and the price of the shares of the Company could be adversely affected.
Currency Fluctuation
The Company's current exploration and property acquisition commitments are denominated primarily in Canada and United States Dollars. If the Company receives, it expects that most of any such revenues will be in Canada and United States Dollars. This Company may in the future be exposed to foreign currency fluctuations which may materially affect its financial position and operating results.
Uninsurable Risks
In the course of exploration, development and production of mineral properties involves numerous risks, including from unexpected or unusual geological or operating conditions, may occur. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Such risks may result in liabilities that reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of the Company.
The Company is not insured against environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate their available funds or could exceed the funds available to pay such liabilities and result in bankruptcy. Should the Company be unable to fund fully the remedial cost of an environmental problem it might be required to enter into interim compliance measures pending completion of the required remedy.
Operating Hazards and Risks
In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and the Company may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.
Conflicts of Interest
Certain directors and officers of the Company are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of the Company, and the Company's interests may be adversely affected.
No History of Earnings
The Company has no history of earnings, and there is no assurance that any other mineral properties in which it might acquire an interest will generate earnings, operate profitably or provide a return on investment in the future. The
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future. The future dividend policy of the Company will be determined by its directors.
Negative Operating Cash Flow
Since commencing its operations during the financial year ended July 31, 2025, the Company has had negative operating cash flow and incurred losses. The negative operating cash flow and losses are expected to continue for the foreseeable future. The Company may never achieve positive operating cash flow.
Acquisition of Additional Mineral Properties
If the Company abandons or loses its interests in its mineral projects or the subsidiaries that hold those interests, there is no certainty that the Company’s continued listing would be approved by the CSE or applicable regulatory authorities. There is also no guarantee that the CSE will approve the acquisition of any additional mineral property interests by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional property interests.
Competition
Significant and increasing competition exists for mining opportunities internationally. As a result of this competition, much of which is with large established mining companies with substantial capabilities and far greater financial and technical resources than the Company, the Company may be unable to acquire employees, additional attractive mining properties or financing on terms it considers acceptable. There is no assurance that the Company will be able to acquire another mineral property of merit or that such an acquisition would become a feasible and viable development project. The Company also competes with other mining companies in the recruitment and retention of qualified personnel.
Ordinary course business proceedings
The Company at times may be subject to various legal proceedings and claims that arise in the ordinary course of business. Management is of the opinion that such claims will not have a material adverse effect on the Company’s future operations or financial position.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
ACCOUNTING POLICIES AND FUTURE ACCOUNTING POLICIES
Please refer to the July 31, 2025 consolidated financial statements for details on accounting policies adopted in the period as well as future accounting policies.
PROPOSED TRANSACTIONS
The Company is continually involved in the review and evaluation of mineral projects. However, no agreements with respect to the acquisition of any such mineral projects has yet been entered into, and there can be no assurance that the Company will, in fact, be successful in entering into any such agreements or acquiring interests in any additional mineral properties, even if a formal letter of intent to proceed with formal negotiations is executed.
As at the date of this MD&A, there are no proposed transactions where the Board of Directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with that have not been publicly disseminated.
GOLDHAVEN RESOURCES CORP.
(An Exploration Stage Company)
Form 51-102F1
Management Discussion & Analysis
For the year ended July 31, 2025
DISCLOSURE OF OUTSTANDING SHARE DATA
| Class of Security | Number outstanding at July 31, 2024 | Net issued (equity offering, grants, cancellations, exercises or forfeitures) | Number outstanding at July 31, 2025 | Net issued (grants, cancellations, exercises) | Number outstanding at November 28, 2025 |
|---|---|---|---|---|---|
| Shares^{1} | 4,526,873 | 38,303,716 | 42,830,589 | 2,581,153 | 45,411,742 |
| Warrants | 1,160,844 | 17,050,587 | 18,211,431 | (935,000) | 17,276,431 |
| Options | 452,000 | 1,148,000 | 1,600,000 | 975,000 | 2,575,000 |
ADDITIONAL SOURCES OF INFORMATION
Additional disclosures pertaining to the Company, including its most recent interim unaudited and audited financial statements, management information circular, material change reports, press releases and other information, are available on the SEDAR website at www.sedarplus.com or on the Company's website at www.goldhavenresources.com.
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