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Greenridge Exploration Inc. — Management Reports 2025
Dec 29, 2025
48500_rns_2025-12-29_279ef929-8ce7-4c14-83ee-22ccf6b5e3e6.pdf
Management Reports
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Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Introduction
The following management discussion and analysis ("MD&A"), dated December 24, 2025, should be read in conjunction with audited financial statements of Greenridge Exploration Inc. (the "Company" or "Greenridge") and the accompanying notes for the year ended August 31, 2025. The financial statements for the year ended August 31, 2025, have been prepared in accordance with International Financial Reporting Standards. Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars. For further information on the Company reference should be made to the Company's public filings which are available on SEDAR+ at www.sedarplus.ca. This MD&A was approved and authorized for issuance on behalf of the Board of Directors on December 24, 2025.
Going Concern
The Company's financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. The Company's continuation as a going concern is dependent on its ability to generate future cash flows and/or obtain additional financing. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with, loans from directors and companies controlled by directors and/or private placements of common share. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
Description of Business
Greenridge Exploration Inc. (the "Company") was incorporated in the Province of British Columbia on December 19, 2022. The Company changed its name from 1392210 B.C. Ltd. to Greenridge Exploration Inc. on April 28, 2023. The Company's principal business activities include the acquisition and exploration of mineral property assets in Canada.
On October 10, 2023, the Company filed a preliminary prospectus with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario, to qualify the distribution of 2,793,005 common shares upon the exercise of 2,793,005 issued and outstanding special warrants, without payment, and list its issued and outstanding common shares on the Canadian Securities Exchange. On December 4, 2023, the Company filed a final prospectus.
On December 11, 2023, the Company's common shares were approved for listing on the Canadian Securities Exchange and began trading on December 13, 2023 under the ticker ("GXP").
On January 12, 2024, the Company's common shares began trading on the Frankfurt Stock Exchange under the ticker ("HW3").
On March 18, 2024, the Company closed a non-brokered private placement and issued 9,211,724 units at a price of $0.38 per unit for aggregate gross proceeds of $3,500,455. Each unit comprises one common share of the Company and one transferable common share purchase warrant, with each warrant entitling the holder to acquire one additional share at an exercise price of $0.45 for a period of 24 months from the closing date. Finders' fees of $233,189 and 613,655 finders' warrants were paid to arm's-length parties in connection with the offering (each finder's warrant exercisable on the same terms as the warrants forming part of the units).
On August 2, 2024, the Company closed the first tranche of a non-brokered private placement and issued 853,180 flow-through units at a price of $0.88 per unit for aggregate gross proceeds of $750,798. Each unit comprises one common share of the company and one half transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at an exercise price of $1.15 for a period of 36 months from the closing date. Finders' fees of $15,048 and 17,100 finders' warrants were paid to arm's-length parties in connection with the offering (each finder's warrant entitles the holder to acquire one common share at a price of $0.88 for a period of 36 months from the closing date). The Company allocated $750,713 to the Company's share capital, $85 to warrants reserve and $nil to flow through premium.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
On October 10, 2024, the Company closed the second and final tranche of a non-brokered private placement and issued 1,708,100 flow-through units at a price of $0.88 per unit for aggregate gross proceeds of $1,503,128. Each unit comprises one common share of the Company and one half transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at an exercise price of $1.15 for a period of 36 months from the closing date. Finders' fees of $45,094 were paid to arm's-length parties in connection with the offering. The Company allocated $1,502,957 to the Company's share capital, $171 to warrants reserve and $170,810 to flow through premium. During the year, the Company incurred the flow-through proceeds on eligible Canadian exploration expenses and recognized a flow through recovery of $170,810.
On December 19, 2024, the Company closed its non-brokered private placement of flow-through units for aggregate gross proceeds of $4,947,434. The Company issued 5,622,084 flow-through units at a price of $0.88 per flow-through unit, with each flow-through unit comprised of one common share of the Company and one half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $1.15 for a period of 36 months from the date of issuance. In connection with the closing of the private placement, an aggregate of $167,923 was paid in cash and a total of 210,586 finder's warrants were issued as finder's fees. Each finder's warrant entitles the holder thereof to acquire one common share at a price of $1.15 per finder's warrant share for a period of 36 months from the date of issuance. The Company allocated $4,946,872 to the Company's share capital, $562 to warrants reserve and $nil to flow through premium.
On December 30, 2024, the Company acquired all of the issued and outstanding common shares of ALX by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Company acquired all the outstanding common shares of ALX in consideration for the issuance of an aggregate of 11,226,143 common shares of the Company to the former ALX shareholders, based on the share exchange ratio of 0.045 common share of the Company for each ALX share held.
On January 15, 2025, the Company's common shares began trading on the OTCQB under the symbol "GXPLF".
On January 28, 2025, the Company settled an aggregate of $241,579 in debt through the issuance of 250,000 common shares of the Company at a fair value of $182,500. As a result, the Company recognized a gain on settlement of debt of $59,079.
Acquisition
On December 30, 2024, the Company acquired all of the issued and outstanding common shares of ALX by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
The Company acquired all the outstanding common shares of ALX in consideration for the issuance of an aggregate of 11,226,143 common shares of the Company to the former ALX shareholders, based on the share exchange ratio of 0.045 common share of the Company for each ALX share held.
As ALX meets the IFRS 3, Business Combinations, definition of a business, the acquisition has been accounted for as a business combination. ALX is engaged in the acquisition, exploration, and development of mineral properties.
In accordance with the acquisition method of accounting, the acquisition cost had been allocated on a preliminary basis to the identifiable underlying assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
The purchase price allocation for the acquisition of ALX is summarized as follows:
| Purchase Consideration: | $, except number of shares |
|---|---|
| Number of Company shares issued | 11,226,143 |
| Closing share price as at the acquisition date | 0.98 |
| Share consideration | 11,001,620 |
| Fair value of ALX options and finders' warrants | 377,200 |
| Advances and other | (99,081) |
| Total Purchase Consideration | 11,279,739 |
| Fair value of ALX's net assets acquired: | |
| Cash | 106,448 |
| Marketable securities | 285,381 |
| Property and equipment | 83,049 |
| Non-cash working capital, net | 119,915 |
| Lease liability | (91,396) |
| 503,397 | |
| Value attributable to exploration and evaluation assets | 10,776,342 |
| 11,279,739 |
A value of $10,776,342 has been included in exploration and evaluation assets to reflect the difference between the fair value of the amount paid and the fair value of the net assets received from ALX.
Energy Metals and Gold Properties
Firebird Nickel Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Firebird Nickel Project.
The Firebird Nickel Project is located approximately 14 kilometres northwest of Stony Rapids, Saskatchewan. The project is prospective for nickel, copper, and cobalt. Included within the Firebird Nickel Project are the Axis Lake, Currie Lake, and Rea Lake mineral occurrences. Certain of the claims were purchased from three other parties and the vendors each retained a 2.0% net smelter returns royalty ("NSR"). The Company has the right to purchase up to half of the NSRs (up to 1% from each vendor) for a total of $5,000,000.
Electra Nickel Project
As a result of the ALX acquisition, the Company assumed the option to acquire a 100% interest in the Electra Nickel Project, located near Thunder Bay, Ontario.
The TSXV accepted the option earn-in agreement on January 6, 2021 and this date is also deemed to be the "Anniversary Date" of the agreement. To earn its interest, the Company will pay a total of $135,000 in cash, issue 1,100,000 common shares, and incur $500,000 in exploration expenditures according to the following schedule:
- A non-refundable $3,000 cash payment paid by the Company as a pre-option payment for an exclusive 45-day period during which the Company conducted due diligence on the Project (completed);
- On the approval of TSXV: $7,000 in cash (paid) and 300,000 common shares (issued by ALX and valued);
- On or before 1st Anniversary Date: $15,000 in cash (paid) and 250,000 common shares (issued by ALX and valued), and $100,000 in exploration expenditures (completed);
- On or before 2nd Anniversary Date: $20,000 in cash (paid) and 200,000 common shares (issued by ALX and valued), and an additional $100,000 in exploration expenditures (completed);
- On or before 3rd Anniversary Date: $25,000 in cash (paid) and 150,000 common shares (issued by ALX and valued), and an additional $100,000 in exploration expenditures (completed);
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
- On or before 4th Anniversary Date: $30,000 in cash (paid) and 100,000 common shares (issued by ALX), and an additional $100,000 in exploration expenditures;
- On or before 5th Anniversary Date: $35,000 in cash and 100,000 common shares to be issued by Greenridge as per the share exchange ratio of 0.045 per ALX share, and an additional $100,000 in exploration expenditures.
The property is subject to a 2.5% NSR. At any time, the Company shall have the right to purchase up to 1.5% of the NSR in three increments for $500,000 per increment.
Flying Vee Nickel Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Flying Vee Nickel Project, with no underlying royalties.
Flying Vee is located approximately 25 kilometres north of Stony Rapids, Saskatchewan. This project is prospective for nickel, copper, cobalt and gold.
Hydra Lithium Project
As a result of the ALX acquisition, the Company acquired a 50% interest in the Hydra Lithium Project, with no underlying royalties.
Forrestania Resources Limited ("Forrestania") also owns a 50% interest in the Hydra Lithium Project ("Hydra").
The Hydra Lithium Project is located in the James Bay region of northern Quebec. This project is prospective for lithium in lithium-cesium-tantalum type pegmatites.
During the year ended August 31, 2025, the Company determined that it would no longer pursue this project and, accordingly, impaired the carrying value of the related balance to nil.
Anchor Lithium Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Anchor Lithium Project, with no underlying royalties.
The Anchor Lithium Project is located in western Nova Scotia. This project is prospective for lithium in lithium-bearing pegmatites.
During the year ended August 31, 2025, the Company determined that it would no longer pursue this project and, accordingly, impaired the carrying value of the related balance to nil.
Cannon Copper Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Cannon Copper Project, with no underlying royalties.
The Company acquired the Cannon Copper Project by staking claims located in Kamichisitit Township situated approximately 40 kilometres north of Iron Bridge, Ontario. This project is prospective for copper.
Weyman Property
On March 23, 2023, the Company entered into a property option agreement ("Weyman Option Agreement") to acquire the right to earn up to 100% interest in seven contiguous mineral claims located in British Columbia known as the Weyman Property. Pursuant to the Weyman Option Agreement, the Company must satisfy the following:
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
- Paying an aggregate of $100,000 in cash as follows:
- $15,000 on or before April 1, 2023 (paid);
- $20,000 on or before December 23, 2023 (paid);
- $20,000 on or before May 13, 2024 (paid);
- $20,000 on or before December 13, 2024 (paid); and
- $25,000 on or before May 13, 2025
- Issuing 200,000 common shares of the Company to the optionor on or before December 23, 2023 (issued);
- Incurring a minimum of $200,000 in expenditures on the property on or before December 13, 2025 (incurred).
The Weyman Property is subject to 2% NSR. At any time, the Company shall have the right to purchase 1% of the NSR for $500,000.
During the year ended August 31, 2025, due to a change on focus, the Company discontinued exploration activities at the Weyman Property and allowed the Weyman Option Agreement to lapse. As a result, all mineral exploration expenditures related to this property have been written off.
Other Energy Metals Properties
As a result of the ALX acquisition, the Company acquired 100% interest in the Crystal Lithium Project, the Reindeer Lithium Project, and the Spectre Project.
The Crystal Lithium Project is located in northern Saskatchewan, Canada and ALX acquired a 100% interest by staking. This project is prospective for lithium in lithium-bearing pegmatites. During the period ending August 31, 2025, the claims comprising the property were allowed to lapse and all exploration expenditures have been written off.
The Reindeer Lithium Project is located in northern Saskatchewan. A vendor retains a 2.0% NSR. The Company is entitled to purchase one-half of the NSR (1.0%) from the vendor at any time within five years from closing of the transaction for $2,000,000. During the period ending August 31, 2025, the claims comprising the property were allowed to lapse and all exploration expenditures have been written off.
Alligator Gold Project
As a result of the ALX acquisition, the Company assumed the option to acquire an 80% interest in the Alligator Gold Project.
On February 18, 2021, ALX entered into an option agreement with Alligator Resources Ltd. ("Optionor"), whereby the Company may acquire up to an 80% interest in the Optionor's Alligator Gold Project, located in Saskatchewan, by incurring a total of $1,250,000 in exploration expenditures over four years, issuing 1,500,000 common shares of ALX and by making cash payments to the Optionor totaling $150,000, as outlined in the following summary:
- ALX acquired a 51% interest in the Alligator property (the "First Option") by funding $500,000 (completed) in exploration expenditures, making cash payments totaling $70,000 and issuing an aggregate of 750,000 common shares of ALX by December 31, 2022.
- ALX elected to pursue its right to acquire up to an 80% interest in the project (the "Second Option"). To earn an additional 29% interest in the Alligator property, the Company fulfilled the following obligations:
- On or before December 31, 2023, ALX made a cash payment of $35,000 (paid) and issued an additional 250,000 common shares of ALX (issued by ALX);
- On or before December 31, 2024, the Company made a cash payment of $45,000 (paid) and issued an additional 500,000 common shares of ALX (issued by ALX); and
- The Company shall incur additional expenditures of at least $750,000 at the property (incurred).
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Upon the Company earning an 80% interest in the property ALX and the Optionor have agreed to form a joint venture with the terms to be negotiated under a separate joint venture agreement.
Two of the claims comprising the property are subject to an underlying 2.5% NSR on the sale of valuable minerals from the project. At any time, the Company shall have the right to purchase 1.25% of the NSR for US$1,000,000.
Vixen Gold Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Vixen Gold Project.
The Vixen Gold Project is located in Red Lake Mining District of Ontario and certain of the claims were acquired from DG Resource Management Ltd. ("DG"). In accordance with the purchase agreement, DG retained a NSR of 2%. The Company may at any time acquire 1% of the NSR by paying $1,500,000. Additional claims were acquired from two other vendors, with each of the vendors retaining 2.5% and 1.5% NSRs that can be wholly purchased for a total of $4,000,000.
On September 7, 2021, and as amended on September 15, 2023, ALX entered into an earn-in option agreement with First Mining Gold Corp. ("First Mining") for all claims within the Vixen Gold Project. Details of the option agreement are as follows:
- For First Mining to acquire a 70% interest in Vixen (the "First Option") it must:
- On closing, pay $250,000 in cash and issue $100,000 of common shares (received);
- On or before September 15, 2022, pay $100,000 cash and issue $100,000 of common shares (received);
- On or before September 15, 2023, issue $175,000 of common shares (received);
- On or before September 15, 2024, issue $175,000 of common shares (received);
- On or before September 15, 2025, issue $100,000 of common shares (received subsequent to the year-end); and
-
On or before September 15, 2025, fund and incur $500,000 of exploration expenditures.
-
Upon First Mining acquiring a 70% interest, it may elect to acquire up to an 100% interest within two years (the "Second Option"). To earn an additional 30% interest, First Mining must pay $500,000 in cash and issue $500,000 of common shares to the Company. In the event that First Mining elects not to complete the Second Option of the earn-in, the Company and First Mining will enter into a 70%-30% joint venture agreement with respect to the property.
-
Under the earn-in option agreement, First Mining assumes all of the underlying NSR agreements. Further, the Company has been granted a 2% NSR on certain claims of which First Mining can repurchase 1% of the NSR for $1,000,000.
Other Gold Properties
As a result of the ALX acquisition, the Company acquired a 100% interest in the Blackbird Project located in northern Saskatchewan, Canada.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Energy Metals and Gold Properties
|---Energy Metals Properties---|---Gold Properties---
| Firebird Nickel Project | Electra Nickel Project | Flying Vee Nickel Project | Hydra Lithium Project | Anchor Lithium Project | Cannon Copper | Weyman Property | Staked Energy Metals Properties | Alligator Gold Project | Vixen Gold Project | Other Gold Properties | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, August 31, 2023 | - | - | - | - | - | - | 29,127 | - | - | - | - | 29,127 |
| Additions during the year: | - | - | - | - | - | - | - | - | - | - | - | - |
| Acquisition - option payments | - | - | - | - | - | - | 132,000 | - | - | - | - | 132,000 |
| Claims maintenance | - | - | - | - | - | - | 54,468 | - | - | - | - | 54,468 |
| Field Work | - | - | - | - | - | - | 137,948 | - | - | - | - | 137,948 |
| Professional fees | - | - | - | - | - | - | 661 | - | - | - | - | 661 |
| Reports | - | - | - | - | - | - | 1,843 | - | - | - | - | 1,843 |
| Balance, August 31, 2024 | - | - | - | - | - | - | 356,047 | - | - | - | - | 356,047 |
| Additions during the period: | ||||||||||||
| Acquired | 1,187,286 | 866,596 | 141,576 | 915,136 | 1 | 158,544 | - | 170,077 | 1,465,732 | 1 | 13,305 | 4,918,254 |
| Acquisition - claims | - | - | 7,813 | - | - | - | - | - | - | - | - | 7,813 |
| Acquisition - option payments (cash) | - | - | - | - | - | - | 20,000 | - | - | - | - | 20,000 |
| Claims maintenance | - | - | - | - | - | - | (54,468) | - | - | - | - | (54,468) |
| Field work | - | 1,696 | 120,421 | - | - | - | 115,132 | - | - | - | 175,804 | 413,053 |
| Professional fees | - | - | 3,138 | 60 | - | 3,264 | 2,293 | - | - | - | 1,670 | 10,425 |
| Reports | - | 117 | 5,799 | - | - | 117 | 94 | - | - | 117 | 350 | 6,594 |
| Impairment | - | - | - | (915,196) | (1) | - | (439,098) | (170,077) | - | - | - | (1,524,372) |
| Balance, August 31, 2025 | 1,187,286 | 868,409 | 278,747 | - | - | 161,925 | - | - | 1,465,732 | 118 | 191,131 | 4,153,346 |
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Uranium Properties
Nut Lake Property
On January 17, 2024, the Company entered into a property option agreement (the "Nut Lake Option Agreement") to acquire the right to earn up to 100% interest in and to three mineral licenses located in the territory of Nunavut known as the Nut Lake Property. Pursuant to the Nut Lake Option Agreement, the Company must satisfy the following:
(a) Paying an aggregate of $40,000 in cash as follows:
a. $15,000 on or before January 22, 2024 (paid); and
b. $25,000 on or before March 3, 2024 (paid);
(b) Issuing an aggregate of 3,500,000 common shares of the Company to the optionors as follows:
a. 1,000,000 shares on or before March 3, 2024 (the "Nut Lake First Tranche Shares") (issued);
b. 1,000,000 shares on or before January 17, 2025 (the "Nut Lake Second Tranche Shares") (issued);
c. 750,000 shares on or before January 17, 2026 (the "Nut Lake Third Tranche Shares"); and
d. 750,000 shares on or before January 17, 2027;
Pursuant to the Nut Lake Option Agreement, the Nut Lake First Tranche Shares, Nut Lake Second Tranche Shares and Nut Lake Third Tranche Shares will all be subject to escrow, with the Nut Lake First Tranche Shares released over a 36-month period, the Nut Lake Second Tranche Shares released over a 24-month period and the Nut Lake Third Tranche Shares released over a 12-month period. All securities issued in connection with the Nut Lake Option Agreement will be subject to a statutory hold period of four months and one day. The Nut Lake Property is subject to 2% NSR.
On May 23, 2024, the Company acquired, through staking, a 100% interest in the Nut Lake uranium south claims located in the Thelon basin, Nunavut Territory. The new claim is allocated in the Nut Lake Option Agreement's area of interest and are subject to the NSR above.
Gibbons Creek Property
As a result of the ALX acquisition, the Company acquired a 100% interest in Gibbons Creek Property, located in the Athabasca Basin of Saskatchewan, Canada, with no underlying royalties. The original option holder, Star Minerals Group Ltd. will retain the option of a 25% buyback on two claims for four times the exploration monies spent by the Company to the date that the buyback option is exercised. The buyback option will be exercisable at any time up to a 90-day period following the completion and publication of a NI 43-101 compliant resource estimate.
ALX entered into a option earn-in agreement for the Gibbons Creek Property ("Gibbons Creek") on May 7, 2024, (the "Effective Date") with Trinex Minerals Limited ("Trinex"). Trinex can earn an initial 51% interest and up to a 75% participating interest in Gibbons in two stages over five years by making cash and common share payments to ALX of up to $1,350,000 and $2,250,000 respectively, and by incurring exploration expenditures totaling $5,500,000.
Upon signing the definitive agreement, ALX received $100,000 and Trinex shares valued at $250,000. During the year ended August 31, 2025, the Company received notice from Trinex that it is not continuing with the earn-in and has abandoned its option for the Gibbons Creek property.
Hook-Carter Property
As a result of the ALX acquisition, the Company acquired a 20% interest in Hook-Carter Property, with Denison Mines Corp. ("Denison") owning an 80% interest. The property is located in the Patterson Lake Corridor in the southwestern Athabasca Basin area of Saskatchewan, Canada. A number of royalties applicable to certain claims comprising the property are retained by arm's-length vendors.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
On November 4, 2019, under the terms of a definitive agreement signed in 2016, Denison and ALX agreed to the formation of a deemed joint venture, and that the parties would make best efforts to execute a joint venture agreement prior to Denison's funding of the first $12,000,000 in expenditures.
On May 21, 2024, ALX amended its agreement for the Hook-Carter property with Denison. The Company can increase its interest from 20% to 25% by funding $3,000,000 in exploration within 30 months from the execution date of the amendment agreement. Denison will not be obligated to fund any further exploration expenditures until completion of the Company's earn-in period, following which exploration expenditures will be funded on a pro-rata basis. The Company and Denison must jointly approve all expenditures during the Company's earn-in period. Furthermore, the Company is obligated to fund a minimum of $500,000 prior to March 31, 2025, and shall reasonably demonstrate, prior to June 30, 2025, that it has secured a further $750,000 committed to exploration expenditures at Hook-Carter.
Black Lake Project
As a result of the ALX acquisition, the Company acquired a 40% interest in Black Lake Project, which is a joint venture with a subsidiary company of Uranium Energy Corporation ("UEC") and Orano Canada ("Orano").
The property is located in the northern Athabasca Basin area of Saskatchewan, Canada, and bears no underlying royalties.
Sabre Uranium Project
As a result of the ALX acquisition, the Company acquired a 100% interest in Sabre Uranium Project, with no underlying royalties. The property is located in the northern Athabasca Basin area of Saskatchewan, Canada.
Bradley Uranium Project
As a result of the ALX acquisition, the Company acquired a 100% interest in Bradley Uranium Project, with no underlying royalties. The property is located approximately 30 kilometres northwest of Stony Rapids, Saskatchewan, Canada.
Javelin Uranium Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the Javelin Uranium Project, with no underlying royalties. In December 2024, the claims comprising the property were allowed to lapse.
The claims are located in the eastern margin of the Athabasca Basin of Saskatchewan, Canada. During the year ended August 31, 2025, the majority of these claims have lapsed, and the one remaining claim is now a part of the Raven project. Accordingly, all deferred costs have been written off as at August 31, 2025.
McKenzie Lake Uranium Project
As a result of the ALX acquisition, the Company acquired a 100% interest in the McKenzie Lake Uranium Project.
The property is located in the eastern margin of the Athabasca Basin area of Saskatchewan, Canada. A vendor group retains a 2% NSR on certain of the claims, of which half of the NSR (1%) can be purchased by the Company at any time for $1,000,000.
Carpenter Lake Property
On January 13, 2014, ALX entered into an option agreement with a predecessor company of Pacton Gold Inc. ("Pacton") to acquire a 60% interest in the Carpenter Lake property located in northern Saskatchewan, Canada.
As of November 10, 2014, a joint venture was formed between ALX (60%) and Pacton (40%) for the further development of the property, with ALX serving as the operator. Certain of the claims are subject to a royalty owned by the original vendors equal to 2% of gross revenues.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
On May 29, 2024, The Company entered into an option earn-in agreement with ALX and Renegade (the "Optionors") to acquire a 100% interest in the Carpenter Lake property through a combination of cash payments, common share issuances and incurrence of exploration expenditures, as follows:
Paying the Optionors an aggregate of $200,000 in cash as follows:
- $100,000 on or before the date that is 10 business days after May 29, 2024, or five business days after the date that the Company enters into an exploration agreement with ALX and English River First Nation, and an exploration agreement with ALX and Kineepik Metis Local Inc., whichever is later (paid); and
- $100,000 on or before the date that is 60 business days after the effective date (paid).
Issuing to the Optionors (60% to ALX; 40% to Pacton) an aggregate of 1.5 million common shares of the Company as follows:
- 500,000 shares on or before the date that is 10 business days after the effective date, or five business days after the date that the Company enters into an exploration agreement with ALX and English River First Nation, and an exploration agreement with ALX and Kineepik Metis Local Inc., whichever is later (the "First Tranche Shares") (issued);
- 500,000 shares on or before the date that is one calendar year after the effective date (the "Second Tranche Shares") (issued) and
- 500,000 shares on or before the date that is two calendar years after the effective date (the "Third Tranche Shares").
Incurring a minimum of $1,000,000 in exploration expenditures on the property as follows:
- $300,000 on or before the date that is one calendar year after the effective date (incurred);
- $300,000 on or before the date that is two calendar years after the effective date (incurred); and
- $400,000 on or before the date that is three calendar years after the effective date.
Pursuant to the option earn-in agreement, the First Tranche Shares, Second Tranche Shares and Third Tranche Shares will all be subject to escrow, with the First Tranche Shares released over a 24-month period, the Second Tranche Shares released over an 18-month period, and the Third Tranche Shares released over a 12-month period.
As a result of the ALX acquisition, the Company acquired ALX's former 60% interest in the Carpenter Lake property and retains the obligation to pay the pro-rata amounts of cash and common shares payments due to Pacton under the terms of the option agreement.
Snook and Ranger Lake Properties
On June 19, 2024, the Company signed an asset transfer agreement ("Snook and Ranger Lake Option Agreement") dated June 19, 2024, with 15952506 Canada Inc. (the "Vendor") for the sale to the Company of all of the vendor's right, title and interest to acquire a 100% interest in the Snook Lake and Ranger Lake uranium projects located 100 kilometres northeast of Sault Ste. Marie in Northwestern Ontario. The Ranger Lake uranium project consists of 942 mineral claims covering 20,782 hectares of uranium-prospective ground that occurs in the uranium mining district in the Elliot Lake region, Ontario. The Snook Lake uranium project consists of 237 mineral claims covering 4,899 hectares and is approximately 75 km north of Kenora in Northwestern Ontario.
In connection with the agreement, the Company entered into an assignment and novation agreement with the Vendor, Gravel Ridge Resources Ltd., and 1544230 Ontario Inc., whereby the Company acquired the vendor's interests under two separate property option agreements with Gravel Ridge Resources Ltd. and 1544230 Ontario Inc. (the "Optionors") for two separate options to acquire the projects.
In connection with the assignment agreement, the Company then entered into an amended and restated option agreement with the optionors to novate the original option agreements. Pursuant to the agreement, the Company is required to issue to the Vendor an aggregate of 1,850,000 common shares at a deemed price of $0.96 per share as follows:
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
- 850,000 shares on or before August 1, 2024 (the "Snook and Ranger Lake First Tranche Shares") (issued); and
- 1,000,000 shares on or before September 19, 2024 (the "Snook and Ranger Lake Second Tranche Shares") (issued)
Pursuant to the amended and restated option agreement, the Company is required to make aggregate cash payments of $54,000 to the Optionors in order to earn a 100% interest in the projects, as follows:
- $24,000 on or before December 22, 2024 (paid); and
- $30,000 on or before December 22, 2025.
The Snook and Ranger Lake properties are subject to a 1.5% NSR. At any time, the Company shall have the right to purchase 0.5% of the NSR for $500,000.
Pursuant to the agreement, the Snook and Ranger Lake First Tranche Shares and Snook and Ranger Lake Second Tranche Shares will all be subject to escrow, with both tranches released over a 36-month period.
During the year ended August 31, 2025, the Company determined that it would no longer pursue this project and, accordingly, impaired the carrying value of the related balance to nil.
Condor
As a result of the ALX acquisition, the Company acquired a 100% interest in the Condor property located in the southwestern Athabasca Basin area of Saskatchewan, Canada, with no underlying royalties.
Cutlass
As a result of the ALX acquisition, the Company acquired a 100% interest in the Cutlass property located in the Athabasca Basin area of Saskatchewan, Canada, with no underlying royalties.
Raven
During the year ended August 31, 2025, the Company acquired the Raven project in Northern Saskatchewan, Canada, by staking. The Raven claims are 100% owned by the Company with no underlying royalties. The new claims are contiguous to a single claim already owned by the Company, previously held under the Javelin Uranium Project.
Other Uranium Properties
As a result of the ALX acquisition, the Company acquired a 100% interest in the Hummingbird Gold Project (Pine Channel Project), located in north-central Saskatchewan.
On October 5, 2021, ALX granted an option to Pegasus Resources Inc. ("Pegasus") to acquire an interest in four mineral claims known as the Pine Channel Project. Pegasus can earn a 70% interest by paying $50,000, issuing 70,000 common shares, and incurring $300,000 of exploration expenditures over three years. If Pegasus does not earn a 70% interest, the option will be terminated and the Company will retain a 100% interest. Pegasus can earn the remaining 30% interest by paying $200,000 and issuing 50,000 common shares by the 5th anniversary of the agreement date, otherwise a joint venture would be formed. To the end of the reporting period, ALX has received $50,000 and 45,000 common shares valued at $16,000.
Subsequent to August 31, 2025, the Company issued a notice of default to Pegasus and terminated the option. The Company determined that it would no longer pursue the Hummingbird Gold Project and, accordingly, impaired the carrying value of the related balance to nil.
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Uranium Properties
| Nut Lake | Gibbons Creek | Hook-Carter | Black Lake | Sabre | Bradley Lake | Javelin | McKenzie Lake | Carpenter Lake | Snook Lake | Ranger Lake | Condor | Cutlass | Raven and Other Uranium | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, August 31, 2023 | |||||||||||||||
| Additions during the year: | |||||||||||||||
| Acquisition - claims | 4,455 | - | - | - | - | - | - | - | - | - | - | - | - | - | 4,455 |
| Acquisition - option payments | 650,000 | - | - | - | - | - | - | - | 585,000 | 369,750 | 369,750 | - | - | - | 1,974,500 |
| Claims maintenance | 803,890 | - | - | - | - | - | - | - | 214,687 | - | - | - | - | - | 1,018,577 |
| Field work | 572,205 | - | - | - | - | - | - | - | 359,921 | - | - | - | - | - | 932,126 |
| Professional fees | 47,995 | - | - | - | - | - | - | - | 3,513 | 445 | 572 | - | - | - | 52,525 |
| Reports | 4,740 | - | - | - | - | - | - | - | 2,520 | 315 | 709 | - | - | - | 8,284 |
| Balance, August 31, 2024 | 2,083,285 | - | - | - | - | - | - | - | 1,165,641 | 370,510 | 371,031 | - | - | - | 3,990,467 |
| Additions during the year: | |||||||||||||||
| Acquisition | - | 2,913,924 | 343,088 | 1,628,048 | 320,933 | 2,106 | 259,114 | 316,723 | 1 | - | - | 19,120 | 7,714 | 47,319 | 5,858,090 |
| Acquisition - option payments (cash) | - | - | - | - | - | - | - | - | - | 12,000 | 12,000 | - | - | - | 24,000 |
| Acquisition - option payments (Shares) | 810,000 | - | - | - | - | - | - | - | 78,000 | 395,000 | 395,000 | - | - | - | 1,678,000 |
| Claims maintenance | (803,890) | - | - | - | - | 400 | - | - | (214,687) | - | - | - | - | - | (1,018,177) |
| Field work | 637,868 | 1,977 | - | - | 410,596 | - | (1,331) | 88,623 | 401,319 | - | - | - | - | 999 | 1,540,051 |
| Professional fees | 30,561 | 4,041 | 834 | 971 | 15,581 | 63,178 | - | 2,248 | 97,053 | - | - | - | 1,000 | 18,567 | 234,034 |
| Reports | 61,653 | 1,488 | 963 | 963 | 37,320 | 1,444 | 963 | 9,325 | 34,118 | 95 | 95 | 1,925 | 963 | - | 151,315 |
| Impairment | - | - | - | - | - | - | (258,746) | - | - | (777,605) | (778,126) | - | - | (47,319) | (1,861,796) |
| Balance, August 31, 2025 | 2,819,477 | 2,921,430 | 344,885 | 1,629,982 | 784,430 | 67,128 | - | 416,919 | 1,561,445 | - | - | 21,045 | 9,677 | 19,566 | 10,595,984 |
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
A summary of the Company's exploration and evaluation assets is as follows:
| Energy Metals and Gold Properties | Uranium Properties | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Balance, August 31, 2023 | 29,127 | - | 29,127 |
| Additions during the year: | |||
| Acquisition - claims | - | 4,455 | 4,455 |
| Acquisition - option payments | 132,000 | 1,974,500 | 2,106,500 |
| Claims maintenance | 54,468 | 1,018,577 | 1,073,045 |
| Field Work | 137,948 | 932,126 | 1,070,074 |
| Professional fees | 661 | 52,525 | 53,186 |
| Reports | 1,843 | 8,284 | 10,127 |
| Balance, August 31, 2024 | 356,047 | 3,990,467 | 4,346,514 |
| Additions during the year: | |||
| Acquisition | 4,918,252 | 5,858,090 | 10,776,342 |
| Acquisition - claims | 7,813 | - | 7,813 |
| Acquisition - option payments (cash) | 20,000 | 24,000 | 44,000 |
| Acquisition - option payments (shares issued) | - | 1,678,000 | 1,678,000 |
| Claims maintenance | (54,468) | (1,018,175) | (1,072,643) |
| Field Work | 413,055 | 1,540,053 | 1,953,108 |
| Professional fees | 10,425 | 234,030 | 244,455 |
| Reports | 6,594 | 151,315 | 157,909 |
| Impairment | (1,524,372) | (1,861,796) | (3,386,168) |
| Balance, August 31, 2025 | 4,153,346 | 10,595,984 | 14,749,330 |
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 of its exploration and evaluation assets, and to the best of its knowledge, all of its properties are in good standing.
Selected Financial Data - Summary of Annual and Quarterly Results
A summary of the Company's financial information is as follows:
| For the year ended August 31, 2025 | For the year ended August 31, 2024 | From the Date of Incorporation December 19, 2022 to August 31, 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Net loss and comprehensive loss | (4,864,398) | (2,850,059) | (14,575) |
| Basic and diluted loss per share | (0.10) | (0.12) | (0.00) |
| Working capital | 3,642,664 | 661,246 | 630,763 |
| Total assets | 20,699,316 | 6,141,569 | 683,363 |
| Total liabilities | 550,871 | 1,128,809 | 23,473 |
-13-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
A summary of the Company's financial performance is as follows:
| For the year ended August 31, 2025 | For the year ended August 31, 2024 | From the Date of Incorporation December 19, 2022 to August 31, 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Consulting fees | 455,380 | 197,925 | - |
| Depreciation | 27,682 | - | - |
| Filing fees | 57,564 | 72,946 | - |
| Marketing and promotion | 620,806 | 1,471,367 | 200 |
| Office expenses | 73,451 | 905 | 17,368 |
| Professional fees | 331,359 | 317,028 | - |
| Project investigation costs | 45,448 | - | - |
| Share-based compensation | 496,096 | 785,560 | 2,993 |
| Transfer agent fees | 24,819 | 10,370 | - |
| Travel expenses | 10,450 | - | - |
| Exchange gain (loss) | (1,991) | (8,081) | - |
| Impairment of exploration and evaluation assets | (3,386,167) | - | - |
| Gain on settlement of debt | 59,079 | - | - |
| Interest income | 44,889 | 14,123 | - |
| Flow through recovery | 170,810 | - | - |
| Unrealized gain on sale of marketable securities | 345,497 | - | - |
| Part XII tax expense | (5,475) | - | - |
| Realized gain on sale of marketable securities and other | 15,423 | - | - |
| Recovery of office and general | 33,592 | - | - |
| Net and comprehensive loss | (4,867,398) | (2,850,059) | (14,575) |
| Loss per common share – basic and diluted | (0.10) | (0.12) | (0.00) |
| For the year ended August 31, 2025 | For the year ended August 31, 2024 | From the Date of Incorporation December 19, 2022 to August 31, 2023 | |
| --- | --- | --- | --- |
| $ | $ | $ | |
| Net loss and comprehensive loss | (3,640,702) | (323,850) | (412,297) |
| Basic and diluted loss per share | (0.07) | (0.01) | (0.01) |
| Working capital | 3,642,664 | 4,479,519 | 6,639,232 |
| Total assets | 20,699,316 | 23,745,847 | 23,889,375 |
| Total liabilities | 550,871 | 726,913 | 522,966 |
| Three months ended August 31, 2024 | Three months ended May 31, 2024 | Three months ended February 29, 2024 | |
| $ | $ | $ | |
| Net loss and comprehensive loss | (791,329) | (1,580,187) | (397,531) |
| Basic and diluted loss per share | (0.03) | (0.06) | (0.02) |
| Working capital | 661,246 | 2,871,797 | 347,716 |
| Total assets | 6,141,569 | 3,532,574 | 598,556 |
| Total liabilities | 1,128,809 | 92,049 | 61,719 |
-14-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
| Three months ended August 31, 2025 | Three months ended May 31, 2025 | Three months ended February 28, 2025 | Three months ended November 30, 2024 | Three months ended August 31, 2024 | Three months ended May 31, 2024 | Three months ended February 29, 2024 | Three months ended November 30, 2023 | From the Date of Incorporation December 19, 2022 to August 31, 2023 | |
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Consulting fees | 127,586 | 132,443 | 121,851 | 73,500 | 77,175 | 74,550 | 46,200 | - | - |
| Depreciation | 10,380 | 10,381 | 6,921 | - | - | - | - | - | - |
| Filing fees | 9,443 | 12,288 | 21,382 | 14,451 | 2,363 | 4,081 | 47,696 | 18,806 | - |
| Marketing and promotion | 125,128 | 94,206 | 222,181 | 179,291 | 605,700 | 621,790 | 243,877 | - | - |
| Office expenses | 17,912 | 25,830 | 29,013 | 696 | 484 | 294 | 73 | 54 | 200 |
| Professional fees | 59,098 | 78,155 | 124,908 | 69,198 | 109,452 | 87,479 | 56,557 | 63,540 | 17,368 |
| Project investigation costs | 12,501 | 15,391 | 17,556 | - | - | - | - | - | - |
| Share-based compensation | 331,276 | - | - | 164,820 | 1 | 785,559 | - | - | - |
| Transfer agent fees | 1,430 | 974 | 19,680 | 2,735 | 3,516 | 6,269 | 585 | - | - |
| Travel expenses | 32 | 2,497 | 4,646 | 3,275 | - | - | - | - | - |
| Exchange gain (loss) | - | 113 | (553) | (1,551) | (1,590) | (1,417) | (4,155) | (919) | - |
| Impairment of exploration and evaluation assets | (3,564,147) | 29,625 | 148,355 | - | - | - | - | - | - |
| Gain (loss) on settlement of debt | 60,000 | - | (921) | ||||||
| Interest income | 189 | 20,951 | 4,781 | 18,968 | 8,952 | 1,252 | 1,612 | 2,307 | 2,993 |
| Flow through recovery | 170,810 | - | - | - | - | - | - | - | - |
| Unrealized gain (loss) on sale of marketable securities | 365,124 | (14,437) | (5,190) | - | - | - | - | - | - |
| Part XII tax expense | (1) | - | (5,474) | - | - | - | - | - | - |
| Realized gain on sale of marketable securities and other | 9,205 | - | 6,218 | - | - | - | - | - | - |
| Recovery of office and general | 12,905 | 12,062 | 8,625 | - | - | - | - | - | - |
| Net and comprehensive loss | (3,640,702) | (323,850) | (412,297) | (490,549) | (791,329) | (1,580,187) | (397,531) | (81,012) | (14,575) |
| Loss per common share – basic and diluted | (0.02) | (0.01) | (0.01) | (0.01) | (0.03) | (0.06) | (0.02) | (0.01) | (0.00) |
All the Company's resource properties are in the exploration stage. The Company has not had revenue from inception and does not expect to have revenue in the near future. The Company's operating results are not seasonal in nature and have been mainly related to the amount of exploration activities in each period. These costs are due to the incorporation and initial operations of the business.
Liquidity and Capital Resources
As at August 31, 2025, the Company had a net working capital of $3,642,664 (2024 - $661,246) and cash of $3,559,060 (2024 - $1,790,055).
-15-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Net cash used in operating activities during the year ended August 31, 2025 was $3,039,584. The cash used in operating activities for the year consists primarily of the operating loss and an increase working capital related to operating activities, reduced by non-cash expenses. (2024 - $986,658, consisted primarily of the operating loss, reduced by non-cash expenses and a decrease in working capital related to operating activities as of August 31, 2024).
Net cash used in investing activities during the year ended August 31, 2025 was $1,699,884. The Company incurred $1,966,008 in cash expenditures for mineral property expenditures. The Company also received cash of $159,676 from the sale of marketable securities and $106,448 from the acquisition of a subsidiary. (2024 – used $2,490,887. The Company incurred $2,490,887 in mineral property expenditures).
Net cash provided by financing activities during the year ended August 31, 2025 was $6,508,473. The Company issued shares for cash, received loans from related parties, received cash for warrants, paid for costs related to the issuance of common shares, advanced a loan, and repaid lease liabilities. (2024 – provided $4,613,364. The Company issued shares for cash, received loans from related parties, received cash for warrants, received cash for options, and paid for costs related to the issuance of common shares).
Financings
During the year ended August 31, 2024, the Company issued the following shares:
- 1,720,135 share purchase warrants were exercised, and 1,720,135 common shares were issued for $0.20 per share for total proceeds of $344,027.
- 278,000 share purchase warrants were exercised, and 278,000 common shares were issued for $0.45 per share for total proceeds of $125,100.
- 99,000 common shares were issued for the exercise of 99,000 share purchase options at $0.75 per share for total proceeds of $74,250.
- 63,500 common shares were issued for the exercise of 63,500 share purchase options at $0.63 per share for total proceeds of $40,005.
- 2,793,005 issued and outstanding special warrants were exercised and converted into one unit. Each unit consists of one common share and one share purchase warrant exercisable at an exercise price of $0.20 for two years from the date the Company's shares commence trading on an exchange.
- 200,000 common shares, with a fair value of $92,000, were issued to the optionor of the Weyman property pursuant to the Weyman Option Agreement.
- 1,000,000 common shares, with a fair value of $610,000, to the optionors of the Nut Lake Property pursuant to the Nut Lake Option Agreement.
- 850,000 common shares, with a fair value of $739,500, to the optionors of the Snook Lake and Ranger Lake Properties.
- 500,000 common shares of the Company, with a fair value of $385,000, to the optionors of the Carpenter Lake Property.
- On March 18, 2024, the Company closed a non-brokered private placement and issued 9,211,724 units at a price of $0.38 per unit for aggregate gross proceeds of $3,500,455. Each unit comprises one common share of the Company and one transferable common share purchase warrant, with each warrant entitling the holder to acquire one additional share at an exercise price of $0.45 for a period of 24 months from the closing date. Finders' fees of $233,189 and 613,655 finders' warrants were paid to arm's-length parties in connection with the offering (each finder's warrant exercisable on the same terms as the warrants forming part of the units).
-16-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
- On August 2, 2024, the Company closed the first tranche of a non-brokered private placement and issued 853,180 flow-through units at a price of $0.88 per unit for aggregate gross proceeds of $750,798. Each unit comprises one common share of the Company and one half transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at an exercise price of $1.15 for a period of 36 months from the closing date. Finders' fees of $15,048 and 17,100 finders' warrants were paid to arm's-length parties in connection with the offering (each finder's warrant entitles the holder to acquire one common share at a price of $0.88 for a period of 36 months from the closing date). The Company allocated $750,713 to the Company's share capital, $85 to warrants reserve and $nil to flow through premium.
During the year ended August 31, 2025, the Company issued the following shares:
- 352,350 share purchase warrants were exercised, and 352,350 common shares were issued for $0.20 per share for total proceeds of $70,470.
- 1,473,795 share purchase warrants were exercised, and 1,473,795 common shares were issued for $0.45 per share for total proceeds of $663,208.
- 1,000,000 common shares, with a fair value of $790,000, to the optionors of the Snook Lake and Ranger Lake Properties.
- 1,000,000 common shares, with a fair value of $810,000, to the optionors of the Nut Lake Property pursuant to the Nut Lake Option Agreement.
- 200,000 common shares, with a fair value of $78,000, to the optionors of the Carpenter Lake Property pursuant to the Carpenter Lake Option Agreement.
- On October 10, 2024, the Company closed the second tranche and final tranche of a non-brokered private placement and issued 1,708,100 flow-through units at a price of $0.88 per unit for aggregate gross proceeds of $1,503,128. Each unit comprises one common share of the Company and one half transferable common share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at an exercise price of $1.15 for a period of 36 months from the closing date. Finders' fees of $45,094 were paid to arm's-length parties in connection with the offering. The Company allocated $1,502,957 to the Company's share capital, $171 to warrants reserve and $170,810 to flow through premium. During the year, the Company incurred the flow-through proceeds on eligible Canadian exploration expenses and recognized a flow through recovery of $170,810.
- On December 19, 2024, the Company closed its non-brokered private placement of flow-through units for aggregate gross proceeds of $4,947,434. The Company has issued 5,622,084 flow-through units at a price of $0.88 per flow-through unit, with each flow-through unit comprised of one common share of the Company and one half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $1.15 for a period of 36 months from the date of issuance. In connection with the closing of the private placement, an aggregate of $167,923 was paid in cash and a total of 210,586 finder's warrants were issued as finder's fees. Each finder's warrant entitles the holder thereof to acquire one common share at a price of $1.15 per finder's warrant share for a period of 36 months from the date of issuance. The Company allocated $4,946,872 to the Company's share capital, $562 to warrants reserve and $nil to flow through premium.
- On December 30, 2024, the Company acquired all of the issued and outstanding common shares of ALX by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Company acquired all the outstanding common shares of ALX in consideration for the issuance of an aggregate of 11,226,143 common shares of the Company to the former ALX shareholders, based on the share exchange ratio of 0.045 common share of the Company for each ALX share held.
-17-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
- On January 28, 2025, the Company settled an aggregate of $241,579 in debt through the issuance of 250,000 common shares of the Company at a fair value of $182,500. As a result, the Company recognized a gain on settlement of debt of $59,079.
Special Warrants
During the period from incorporation on December 19, 2022 to August 31, 2023, the Company received a total of $279,300 related to 2,793,005 special warrants of the Company priced at $0.10 per special warrant (the "Offering"). Each special warrant will be converted into one unit of the Company on the date that is the earlier of (i) the third business day after the date on which a receipt for a final prospectus, and (ii) the date that is one year following closing of the Offering. Each unit will consist of one common share of the Company and one share purchase warrant exercisable at an exercise price of $0.20 for two years from the date the Company's shares commence trading on an exchange.
On December 7, 2023, 2,793,005 issued and outstanding special warrants were exercised and converted into one unit of the Company. Each unit consists of one common share of the Company and one share purchase warrant exercisable at an exercise price of $0.20 for two years from the date the Company's shares commence trading on an exchange.
On December 11, 2023, the Company's common shares were approved for listing on the Canadian Securities Exchange and began trading on December 13, 2023.
During the year ended August 31, 2025, the Company incurred $nil in costs (August 31, 2024 - $1,447) to a third-party facilitator for their services with issuing special warrants.
Warrants
| A summary of the Company's warrant activity is as follows: | ||
|---|---|---|
| Number of warrants outstanding | Weighted average exercise price per share | |
| Balance, August 31, 2023 | 2,793,005 | $0.20 |
| Issued | 10,269,069 | $0.47 |
| Exercised | (1,998,135) | $0.23 |
| Balance, August 31, 2024 | 11,063,939 | $0.44 |
| Issued – ALX acquisition | 1,305,527 | $1.36 |
| Issued – Private placements | 3,665,092 | $1.15 |
| Issued – Finder's warrants | 214,586 | $1.15 |
| Exercised | (1,826,145) | $0.40 |
| Balance, August 31, 2025 | 14,422,999 | $0.73 |
-18-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Warrants outstanding as at August 31, 2025:
| Expiry Date | Number of warrants outstanding | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | |
|---|---|---|---|---|
| November 3, 2025 | 400,500 | * | $1.67 | 0.18 |
| November 3, 2025 | 45,225 | * | $1.11 | 0.18 |
| November 10, 2025 | 338,441 | * | $1.11 | 0.19 |
| November 17, 2025 | 137,813 | * | $1.67 | 0.22 |
| November 21, 2025 | 49,500 | * | $1.67 | 0.22 |
| November 21, 2025 | 5,940 | * | $1.11 | 0.22 |
| November 29, 2025 | 276,660 | * | $1.11 | 0.25 |
| November 30, 2025 | 51,448 | * | $1.11 | 0.33 |
| December 13, 2025 | 720,520 | * | $0.20 | 0.28 |
| March 15, 2026 | 8,073,584 | $0.45 | 0.54 | |
| August 2, 2027 | 426,590 | $1.15 | 1.92 | |
| August 2, 2027 | 17,100 | $0.88 | 1.92 | |
| October 10, 2027 | 854,050 | $1.15 | 2.11 | |
| December 19, 2027 | 3,025,628 | $1.15 | 2.30 | |
| 14,422,999 | $0.73 | 1.00 |
- Expired unexercised subsequent to year-end.
A summary of the Company's assumptions used in the Black-Scholes option pricing model used to determine the fair value of finder's warrants is as follows:
| December 19, 2024 | December 30, 2024 | |
|---|---|---|
| Stock price | $0.93 | $0.98 |
| Exercise price | $1.15 | $1.11 |
| Risk-free interest rate | 3.02% | 2.94% |
| Expected life of the option | 3 years | 1 year |
| Annualized volatility | 132.02% | 165.99%-184.04% |
| Dividend rate | 0.00% | 0.00% |
During the year ended August 31, 2025, fair value of $145,949 in connection with warrants issued for finder's fees (2024 – $289,089) was allocated to reserves. A fair value of $733 (2024 - $85) in connection with warrants issued as a part of private placements was allocated to reserves. A fair value of $23,900 in connection with the ALX acquisition were allocated to reserves.
Options
The Company has a stock option plan, last approved on February 26, 2024, which reserves an aggregate number of securities for issuance up to 10% of the number of the outstanding common shares. Under the stock option plan, stock options can be granted for a maximum term of ten years. Further, the exercise price shall not be less than the price of the Company's common shares on the date of grant.
On March 5, 2024, the Company granted an aggregate of 1,800,000 incentive stock options under the Company's stock option plan, each with an exercise price of $0.63, to officers, directors and consultants of the Company. These options vest immediately. Each option, upon payment of the exercise price, entitles the holder thereof to receive one share of the Company.
On March 27, 2024, the Company granted 250,000 stock options under the Company's stock option plan, each with an exercise price of $0.75, to a consultant. These options vest immediately. Each vested option, upon payment of the exercise price, entitles the holder thereof to receive one common share of the Company.
-19-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
On November 8, 2024, the Company granted 300,000 stock options under the Company's stock option plan, each with an exercise price of $0.76 per share and a term of 2 years, to a consultant. Each vested option, upon payment of the exercise price, entitles the holder thereof to receive one common share of the Company.
On December 30, 2024, the Company has acquired all of the issued and outstanding common shares of ALX by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Company acquired all the outstanding options of ALX in consideration for the issuance of an aggregate of 706,500 options of the Company to the former ALX shareholders, based on the share exchange ratio of 0.045 options of the Company for each ALX option held.
On January 15, 2025, the Company canceled 300,000 options due to the resignation of a director.
On June 2, 2025, the Company granted a total of 450,000 stock options to purchase common shares of the Company to certain directors and consultants pursuant to the Company's equity incentive plan. Such options are exercisable into common shares of the Company, at an exercise price of $0.40 per share, for a period of two years from the date of grant. All of the options vested on the date of grant.
A summary of the Company's option activity is as follows:
| Number of options outstanding | Weighted average exercise price | |
|---|---|---|
| Balance, August 31, 2023 | - | - |
| Issued | 2,050,000 | $0.64 |
| Exercised | (162,500) | $0.70 |
| Balance, August 31, 2024 | 1,887,500 | $0.64 |
| Issued | 750,000 | $1.05 |
| Issued – ALX acquisition | 706,500 | |
| Expired | (130,500) | $1.56 |
| Canceled | (300,000) | $0.63 |
| Balance, August 31, 2025 | 2,913,500 | $0.81 |
Options outstanding as at August 31, 2025:
| Expiry Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price | Weighted Average Remaining Life (years) |
|---|---|---|---|---|
| September 25, 2025 | 47,250* | 47,250 | $2.22 | 0.07 |
| February 26, 2026 | 155,250 | 155,250 | $1.67 | 0.49 |
| March 5, 2026 | 1,436,500 | 1,436,500 | $0.63 | 0.51 |
| March 15, 2026 | 6,750 | 6,750 | $2.22 | 0.54 |
| March 27, 2026 | 151,000 | 151,000 | $0.75 | 0.57 |
| November 8, 2026 | 300,000 | 300,000 | $0.76 | 1.19 |
| January 4, 2027 | 150,750 | 150,750 | $2.00 | 1.35 |
| June 2, 2027 | 450,000 | 450,000 | $0.40 | 1.75 |
| June 26, 2028 | 216,000 | 216,000 | $1.11 | 2.82 |
| 2,913,500 | 2,913,500 | $0.81 | 0.98 |
- Expired unexercised subsequent to year-end.
-20-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
A summary of the Company's assumptions used in the Black-Scholes option pricing model used to determine the fair value of options is as follows:
| November 8, 2024 | December 30, 2024 | June 2, 2025 | |
|---|---|---|---|
| Stock price | $0.77 | $0.98 | $0.395 |
| Exercise price | $0.76 | $1.11 - $2.22 | $0.40 |
| Risk-free interest rate | 3.08% | 2.94% | 2.58% |
| Expected life of the option | 2 years | 1-3 years | 2 years |
| Annualized volatility | 147.36% | 240.99%-42.34% | 162.43% |
| Dividend rate | 0.00% | 0% | 0.00% |
During the year ended August 31, 2025, the Company incurred share-based compensation related to stock options of $298,857 in connection with options vested (2024 – $785,560). A fair value of $353,300 in connection with the ALX acquisition were allocated to reserves.
Escrowed Shares
Subject to certain exemptions permitted by the Canadian Securities Exchange, all securities of the Company held by principals of the Company are subject to an Escrow Agreement. Under the Escrow Agreement, 10% of the escrowed common shares will be released from escrow on the Listing Date, and an additional 15% will be released 6 months, 12 months, 18 months, 24 months, 30 months and 36 months, respectively, following the Initial Release.
Pursuant to the Nut Lake Option Agreement, the Nut Lake First Tranche Shares, Nut Lake Second Tranche Shares and Nut Lake Third Tranche Shares will all be subject to escrow, with the Nut Lake First Tranche Shares released over a 36-month period, the Nut Lake Second Tranche Shares released over a 24-month period and the Nut Lake Third Tranche Shares released over a 12-month period.
Pursuant to the Carpenter Lake Option Agreement, the Carpenter Lake First Tranche Shares, Carpenter Lake Second Tranche Shares and Carpenter Lake Third Tranche Shares will all be subject to escrow, with the Carpenter Lake First Tranche Shares released over a 24-month period, the Carpenter Lake Second Tranche Shares released over an 18-month period and the Carpenter Lake Third Tranche Shares released over a 12-month period.
Pursuant to the Snook and Ranger Lake Option Agreement, the Snook and Ranger Lake First Tranche Shares and Snook and Ranger Lake Second Tranche Shares will all be subject to escrow, with both tranches released over a 36-month period.
As of August 31, 2025, 4,189,122 common shares and 68,288 warrants remain in escrow (August 31, 2024 – nil common shares and nil warrants).
Restricted Share Units ("RSU")
On June 2, 2025 the Company granted an aggregate of 1,300,000 restricted share units (each, an RSU) to certain directors and a consultant of the Company. The RSUs will vest as follows: (i) 25% will vest four months after the date of grant; (ii) 25% will vest eight months after the date of grant; (iii) 25% will vest 12 months after the date of grant; and (iv) 25% will vest 16 months after the date of grant. The RSUs are governed by the terms of the plan and the RSUs, and any common shares issued upon the exercise of, are subject to a four-month hold period from the date of grant in accordance with the policies of the Canadian Securities Exchange.
The Company determined the fair value of the share price at date of grant was $0.395. During the year ended August 31, 2025, no RSUs had been converted to common shares. During the year ended August 31, 2025, the stock-based compensation recognized in the for vesting portion aggregated RSUs granted was $197,239 (2024 - $nil).
-21-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Use of Proceeds
On October 10, 2024, the Company closed the second tranche of its non-brokered private placement of flow-through (FT) units for aggregate gross proceeds in this second tranche of $1,503,128. The company has issued 1,708,100 FT units at a price of $0.88 per FT unit, with each FT unit comprising one common share of the company issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of $1.15 for a period of 36 months from the date of issuance. The gross proceeds from the sale of the FT shares will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the Income Tax Act (Canada) related to the company's projects in Canada. All qualifying expenditures will be renounced in favour of the subscribers of the FT units effective December 31, 2024. In connection with the second tranche closing, an aggregate of $45,094 was paid in cash as finders' fees. All securities issued in connection with the offering are subject to a statutory hold period of four months and one day. The Company intends to use the gross proceeds from the Offerings to advance the Company's Nut Lake and Carpenter Lake, as well as for general working capital purposes, as estimated below.
| October 10, 2024 | |
|---|---|
| $ | |
| Total Proceeds | 1,503,128 |
| Expected allocation of net proceeds: | |
| Finders' fees | 45,094 |
| Nut Lake property expenditures | 1,255,171 |
| Carpenter Lake property expenditures | 202,863 |
| TOTAL: | 1,503,128 |
On December 19, 2024, the Company closed its non-brokered private placement of flow-through units for aggregate gross proceeds in this second tranche of $4,947,434. The Company has issued 5,622,084 flow-through Units at a price of $0.88 per flow-through Unit, with each flow-through Unit comprised of one (1) common share of the Company issued on a flow-through basis under the Income Tax Act (Canada) and one half of one Common Share purchase warrant. Each Warrant entitles the holder to purchase one Common Share of the Company at a price of $1.15 for a period of 36 months from the date of issuance. The gross proceeds from the sale of the flow-through Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) related to the Company's projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2024. In connection with the closing of the Offering, an aggregate of $167,923 was paid in cash and a total of 210,586 finder's warrants were issued as finder's fees. Each Finder's Warrant entitles the holder thereof to acquire one (1) Common Share at a price of $1.15 per Finder's Warrant Share for a period of 36 months from the date of issuance. The Company intends to use the gross proceeds from the Offerings to advance the Company's project portfolio including its binding Arrangement Agreement to acquire 16 uranium projects and 13 lithium, nickel, gold and copper properties across Canada.
-22-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
| December 19, 2024 | |
|---|---|
| $ | |
| Total Proceeds | 4,947,434 |
| Expected allocation of net proceeds: | |
| Finders' fees | 167,923 |
| Uranium property expenditures | 4,079,511 |
| Copper property expenditures | 100,000 |
| Gold property expenditures | 200,000 |
| Nickel property expenditures | 400,000 |
| TOTAL: | 4,947,434 |
On December 22, 2025, the Company closed its non-brokered private placement of flow-through units for aggregate gross proceeds of $2,035,978. The Company has issued 5,817,079 flow-through Units at a price of $0.35 per flow-through Unit, with each flow-through Unit comprised of one (1) common share of the Company issued on a flow-through basis under the Income Tax Act (Canada) and one Common Share purchase warrant. Each Warrant entitles the holder to purchase one Common Share of the Company at a price of $0.40 for a period of 24 months from the date of issuance. The gross proceeds from the sale of the flow-through Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) related to the Company's projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025. The Company intends to use the gross proceeds from the Offerings to advance the Company's project portfolio including uranium, nickel, gold and copper properties across Canada.
| December 22, 2025 | |
|---|---|
| $ | |
| Total Proceeds | 2,035,978 |
| Expected allocation of net proceeds: | |
| Uranium property expenditures | 1,900,000 |
| Copper property expenditures | 35,978 |
| Gold property expenditures | 50,000 |
| Nickel property expenditures | 50,000 |
| TOTAL: | 2,035,978 |
Considering the current uncertainty as to the general market and competitive conditions, the Company continues to maintain its fiscally responsible approach to its mineral exploration activities. In particular, the Company continues to evaluate market conditions on an ongoing basis, with the goal of, among other things: (i) identifying the appropriate time to initiate certain business objectives, and (ii) exploring potential alternative, viable opportunities to further develop and expand the Company's business. As such, the Company notes that there may be circumstances where, for sound business reasons, the Company may be required to reallocate funds, including due to demands for shifting focus or investment in mining exploration and/or development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations and/or developments in the mining sector generally and in the price of copper, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other opportunities.
-23-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Related Party Transactions
All related party transactions are 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.
During the year ended August 31, 2025, the Company incurred $147,500 (2024 - $84,000) in consulting expenses to Ridgeside Canada Inc, a company controlled by the CEO of the Company.
During the year ended August 31, 2025, the Company incurred $96,000 (2024 - $67,200) in consulting expenses to MSP Consulting Inc, a company controlled by a director of the Company.
During the year ended August 31, 2025, the Company incurred $55,000 (2024 - $33,600) in professional fees to Athena Chartered Professional Accountant Ltd., a company controlled by the CFO of the Company.
During the year ended August 31, 2025, the Company incurred $62,394 (2024 - $Nil) in consulting expenses and $17,500 in exploration expenditures capitalized (2024 - $nil) to Warren Stanyer, a director of the Company.
During the year ended August 31, 2025, the Company incurred $59,572 in share-based compensation expense for the fair value of 200,000 options granted to Russell Starr, the CEO of the Company.
During the year ended August 31, 2025, the Company incurred $29,786 in share-based compensation expense for the fair value of 100,000 options granted to Warren Stanyer, a director of the Company.
During the year ended August 31, 2025, the Company incurred $91,034 in share-based compensation expense vesting of 600,000 RSUs granted to Russell Starr, the CEO of the Company.
During the year ended August 31, 2025, the Company incurred $30,345 in share-based compensation expense vesting of 200,000 RSUs granted to MSP Consulting Inc, a company controlled by a director of the Company.
During the year ended August 31, 2024, the Company incurred $112,227 in share-based compensation expense for the fair value of 300,000 options granted to Amanuel Bein, a previous director of the Company.
During the year ended August 31, 2024, the Company incurred $130,932 in share-based compensation expense for the fair value of 350,000 options granted to MSP Consulting Inc., a company controlled by a director of the Company.
During the year ended August 31, 2024, the Company incurred $187,045 in share-based compensation expense for the fair value of 500,000 options granted to Russell Starr, the CEO of the Company.
During the year ended August 31, 2024, the Company incurred $102,875 in share-based compensation expense for the fair value of 275,000 options granted to Simon Tso, the CFO of the Company.
As of August 31, 2025, $38,870 (August 31, 2024 - $33,600) was owed to related parties. This amount is due on demand and carries no interest.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as at August 31, 2025 or at the date of this MD&A.
Proposed Transactions
As of the date of this MD&A, there is no firm offer that may result in a material transaction being considered by the Company. The Company continues to evaluate offers and assets that it may acquire in the future.
-24-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Subsequent Events
Subsequent to the year-end, 125,000 RSUs vested and have converted to common shares and 84,500 warrants were exercised at $0.20.
On December 22, 2025, the Company closed its non-brokered private placement of flow-through units for aggregate gross proceeds of $2,035,978. The Company issued 5,817,079 flow-through units at a price of $0.35 per flow-through unit, with each flow-through unit comprised of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.40 for a period of 24 months from the date of issuance.
Financial Instruments
(a) Categories of Financial Instruments and Fair Value Measurements
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.
The fair value of the Company's financial instruments approximates their carrying amount due to their short-term maturities.
The fair value of the Company's financial instruments has been classified within the fair value hierarchy. As at August 31, 2025, cash and cash equivalents of $3,559,060 (August 31, 2024 - $1,790,055) and marketable securities of $469,216 (August 31, 2024 - $nil) have been classified as Level 1.
(b) Management of Financial Risks
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company had no exposure to credit risk as the Company maintains all of its cash and cash equivalents in a major bank. Accordingly, the Company has assessed credit risk as low.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's liquidity and operating results may be adversely affected if its access to the capital markets is hindered. The Company has no source of revenue and has obligations to meets its administrative overheads and to settle amounts payable to its creditors. The Company manages liquidity risk by maintaining adequate cash and restricted cash balances. The Company continuously monitors both actual and forecasted cash flows and matches the maturity profile of financial assets and liabilities. As at August 31, 2025, the Company had $3,559,060 in cash and cash equivalents to settle current liabilities of $533,068 and, as such, assessed liquidity risk as low.
-25-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Foreign Exchange Risk
Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The majority of monetary assets and liabilities held by the Company are denominated in its functional currency, so the Company has assessed foreign exchange risk as low. Therefore, the Company does not manage currency risk through hedging or other currency management tools.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk through its term deposit, which carries a variable interest rate. However, this risk is minimal due to the short-term nature.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of two types of risk: interest rate risk and equity price risk.
Capital Management
The Company defines its capital as working capital and shareholders' equity. The Company manages its capital structure and makes adjustments to it based on the funds available to the Company in order to support future business opportunities. 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 is dependent upon external financing. In order to carry future activities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. 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 requirements. The Company did not institute any changes to its capital management strategy since inception.
Significant Accounting Estimates and Judgments
Apart from making estimates and assumptions as described below, the Company's management makes judgments in the process of applying its accounting policies that have a significant effect on the amounts recognized in the Company's financial statements. The significant judgments that the Company's management has made in the process of applying the Company's accounting policies, apart from those involving estimation uncertainties, that have the most significant effect include, but are not limited to:
The indicators of impairment of exploration and evaluation assets
Assets or cash generating units ("CGUs") are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's exploration and evaluation assets.
Significant judgment is required when determining whether facts and circumstances suggest that the carrying amount of exploration and evaluation assets may exceed its recoverable amount. The retention of regulatory permits and licenses; the Company's ability to obtain financing for exploration and development activities and its future plans on the exploration and evaluation assets; current and future metal prices; and market sentiment are all factors considered by the Company.
-26-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
The assessment of the Company's ability to continue as a going concern
The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its operating expenditures, meet its liabilities for the subsequent year, and to fund planned contractual exploration programs, involves significant judgement based on historical experiences and other factors including expectation of future events that are believed to be reasonable under the circumstances.
Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant areas requiring the use of management estimates include:
The inputs used in the Black-Scholes option pricing model to calculate the fair value of options granted and vested in the period.
While management believes that these estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
Outstanding Share Data
The Company has authorized an unlimited number of common shares with no par value.
| Type of Equity Instruments | Number, as at August 31, 2025 | Number, as at Date of this MD&A |
|---|---|---|
| Common shares | 55,898,752 | 61,925,331 |
| Warrants | 14,422,999 | 20,152,378 |
| Options | 2,913,500 | 2,913,500 |
| Common shares in escrow | 4,189,122 | 3,370,526 |
| Warrants in escrow | 68,288 | 45,525 |
Corporate Governance
The Company's Board of Directors substantially follows the recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The current Board of Directors is comprised of 3 individuals, Mandeep Parmar, Warren Stanyer and Russell Starr. Both Warren Stanyer and Mandeep Parmar are neither executive officers nor employees of the Company and are unrelated in that they are independent of management.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this MD&A are forward-looking statements or forward-looking information (collectively "forward-looking statements") within the meaning of applicable securities legislation. We are hereby providing cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
-27-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed.
Readers are cautioned that the foregoing lists of factors are not exhaustive.
The forward-looking statements in this MD&A are based on the reasonable beliefs, expectations and opinions of management on the date of this MD&A. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
Risk Factors
An investment in the Company should be considered highly speculative, due to the Company's stage and the inherent uncertainty in resource exploration and development.
The Company is exposed to risks and uncertainties including and not limited to the following:
Exploration and Development
Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production.
The Company's projects are at an early stage of exploration. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercial bodies of minerals, metals or resources of value. The long-term profitability of the Company's operations will in part be directly related to the costs and success of its exploration and development programs, which may be affected by a number of factors.
The business of exploration for minerals and mining involves a high degree of risk. Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit, including size, grade and proximity to infrastructure; metal and uranium prices, which can be highly variable; and government regulations, including environmental and reclamation obligations. Few properties that are explored are ultimately developed into profitable, producing mines.
Substantial expenditures are required to establish the continuity of mineralized zones through drilling and to develop and maintain the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that funds required for any proposed development of the Company's properties can be obtained on a timely basis.
The marketability of any minerals acquired or discovered by the Company in the future may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which may result in the Company not receiving an adequate return on investment capital.
-28-
Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
There is no assurance that any regulatory authority having jurisdiction will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise.
Financial Capability and Additional Financing
The Company has limited financial resources and has no assurance that additional funding will be available to it for further exploration and development of its projects. There can be no assurance that it will be able to obtain sufficient financing in the future to carry out exploration and development work on its projects. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the business performance of the Company.
Mining Titles
There is no guarantee that the Company's title to or interests in the Company's property interests will not be challenged or impugned. The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to the area of mineral properties may be disputed. There is no guarantee of title to any of the Company's properties. The Company's properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. There can be no assurance that the Company's rights will not be challenged by third parties claiming an interest in the properties. In order to retain mining titles, the Company is obligated to perform certain annual work assessment requirements. A failure to perform adequate exploration work on specific mineral tenure claims is, in the absence of cash deposits, expected to result in the loss of such tenure.
Management
The success of the Company is currently largely dependent on the performance of its officers. The loss of the services of these persons could have a materially adverse effect on the Company's business and prospects. There is no assurance the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
Conflicts of Interest
Certain directors and officers of the Company are, and are expected to continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships, joint ventures and other financial and/or mining interests which are potential competitors of the Company or otherwise adverse in interest. It is understood and accepted by the Company that certain directors and officers of the Company may continue to independently pursue opportunities in the mineral exploration industry. Situations may arise in connection with potential acquisitions, operational aspects, or investments where the other interests of these directors and officers may conflict with the interests of the Company. Directors and officers of the Company with conflicts of interest will be subject to the applicable corporate and securities legislation, regulation, rules and policies and the particulars of any agreements made between the Company and the applicable director or officer.
Dilution
If the Company raises additional funds through the sale of equity securities, shareholders may have their investment diluted. In addition, if warrants and options are issued in the future, the exercise of such options and warrants may result in dilution to the Company's shareholders. The Company intends to issue further equity in the future.
History of Losses and No Assurance of Profitable Operations
The Company has incurred a loss since incorporation. There can be no assurance that the Company will be able to operate profitably during future periods. If the Company is unable to operate profitably during future periods, and is not successful in obtaining additional financing, the Company could be forced to cease its exploration and development plans as a result of lacking sufficient cash resources. The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future.
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Greenridge Exploration Inc.
Management Discussion and Analysis
For the Years Ended August 31, 2025 and 2024
(Expressed in Canadian dollars, except number of shares)
Uninsurable Risks
In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions may occur. These unexpected or unusual conditions may include rock bursts, cave-ins, fires, flooding and earthquakes. 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. 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.
Environmental and Safety Regulations and Risks
Environmental laws and regulations may adversely affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Furthermore, the permission to operate could be withdrawn temporarily where there is evidence of serious breaches of health and safety, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or non-compliance with environmental laws or regulations.
Fluctuating Commodity Prices
The Company's revenues, if any, are expected to be in large part derived from the sale of commodities. The prices of commodities, including prices related to lithium and uranium, have fluctuated widely in recent years and are affected by factors beyond the control of the Company including, but not limited to, economic and political trends, currency exchange fluctuations, economic inflation and expectations for the level of economic inflation in the consuming economies, interest rates, global and local economic health and trends, speculative activities and changes in the supply due to new mine developments, mine closures, and advances in various production and technological uses for commodities being explored for by the Company. All of these factors, and other factors not detailed herein, may impact the viability of Company projects, and include factors which are not possible to predict with certainty.
Competitive Conditions
The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial resources and technical capabilities. Competition in the mining industry is primarily for mineral properties which can be developed and produced economically; the technical expertise to find, develop, and produce such properties; the labor to operate the properties; and the capital for the purpose of financing development of such properties. Many competitors not only explore for and mine for metals, minerals and uranium, but also conduct refining and marketing operations on a world-wide basis and most of these companies have much greater financial and technical resources than the Company. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees or acquire the capital necessary to fund its operations and develop its properties. The Company's inability to compete with other mining companies for these mineral deposits could have a material adverse effect on the Company's results.
Inadequate Infrastructure May Affect the Company's Operations
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. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations.
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