AI assistant
Grid Metals Corp. Management Reports 2025
44543_rns_2025-05-29_590b5189-d2e8-4744-8ba2-7d2bfbe7922c.pdf
Management Reports
Open in viewerOpens in your device viewer
GridMetals
CORP.
GRID METALS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
MARCH 31, 2025
This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the March 31, 2025 consolidated financial statements of Grid Metals Corp. ("Grid" or the "Company"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical fact, that address future exploration activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Additional information can be found on SEDAR, www.sedar.com. All amounts are in Canadian dollars, unless otherwise noted.
1. DATE
The date of this MD&A is May 29, 2025.
2. SUMMARY
Grid Metals Corp. is currently focused on the exploration and development of its critical metals projects located in southeastern Manitoba, Canada. The primary projects of interest at the date hereof are the Makwa Ni-Cu-PGE Property (which is subject to an option and joint venture agreement with Teck Resources Limited) and the Falcon West rare metal property where cesium is the current focus. Geographically, the Company is primarily focused on the Bird River region of southeastern Manitoba where its Makwa and Mayville base metals properties, Donner Lithium and Falcon West properties are located. The primary activity during the first quarter of 2025 for Grid was the completion of drilling at the Donner Lithium Property targeting cesium. To facilitate the drilling, Grid had signed a Pollucite Supply agreement with Tantalum Mining Corporation of Canada Limited ("Tanco") to fund the drilling.
Base Metals The Option and Joint Venture Agreement with Teck Resources Limited was executed in December 2024 and is focused on nickel as the primary commodity. The agreement received regulatory approval that was announced on January 17, 2025. Grid is progressing towards an initial drill program later in 2025 incorporating the considerable historical exploration data, new field observations and a recently flown heliborne VTEM geophysical survey. The goal of the exploration program with Teck is to make a significant nickel-rich massive sulfide discovery(ies).
Above: Property map showing location of Grid Metals Corp. properties in southeastern Manitoba.
MANAGEMENT'S DISCUSSION AND ANALYSIS
First Quarter 2025 Operational Highlights
- Donner Property – Cesium
The Company entered into a Cesium Supply Agreement with Tanco which was announced on February 18, 2025. Under the agreement, Grid would be able to toll mill 10,000 tonnes of cesium bearing ore at the nearby Tanco cesium plant. Tanco agreed to provide an advance of $300,000 against future development of cesium bearing material to the Tanco facility. Importantly, the agreement enabled potential access to a highly specialized cesium processing facility at the Tanco mine site.
At Donner, Grid completed 28 diamond shallow drill holes totaling 827 metres targeting the near surface portion of the High-grade ("HG") dyke. The holes tested the HG dyke along a strike length of 200 metres to a maximum vertical depth of approximately 40 metres. The drilling encountered local spodumene- and lepidolite-rich subzones within a ~1 metre-thick, highly fractionated LCT-type pegmatite. Based on the narrow width of the pegmatite dyke encountered and the lack of significant visual pollucite, the primary cesium bearing mineral, the program is not expected to demonstrate potential for mineable cesium material from the HG dyke.
The Company is planning to drill at its Falcon West Property targeting the Lucy Pegmatite for cesium where there have been a number of near surface intercepts of cesium (Cs₂O) associated with pollucite.
Makwa Property
On April 3, the Company announced an update on the Makwa Property and that exploration was progressing towards drilling on priority drill targets at the Property. The update noted that aerial geophysical surveying has been completed at Makwa and that the survey had identified a number of high priority geophysical anomalies interpreted to represent potential massive sulphide accumulations. As part of the announcement, Teck confirmed its intention to advance the Agreement through initial drilling of a high priority target area with a phase one drill program of approximately 2,500 m. The commencement of drilling is subject to the receipt of drill permits and expected later in the year.
Mayville Eagle Drilling
Following the end of the first quarter, the Company released all final results from the drilling at the Eagle Gabbro, approximately 10 km from Grid's existing 32 Mt indicated open-pit, copper-rich Mayville deposit¹. Drilling outlined a copper nickel mineralized trend on the eastern part of the Mayville Complex. Key results from the drilling included the following intercepts:
- 26.0m at 1.19% CuEq² from 71.0m in hole EAG24-05 (at the New Manitoba Mine deposit³ area)
- 25.0 m at 1.47% CuEq in hole EAG24-06 (New Manitoba deposit area)
- 70.8m at 0.85% CuEq from 105.2m in hole EAG24-07, including 13.8m at 1.50% CuEq from 110.0m (New Manitoba deposit area)
- 8.9m at 0.90% CuEq from 149.6m in hole EAG24-09
- 19.7m at 0.82% CuEq from 145.0m in hole EAG24-16
- 22.3m at 0.75% CuEq from 172.0m in hole EAG24-17
- 6.5m at 1.07% CuEq from 84.4m in hole EAG24-22
Drilling was completed at the New Manitoba, E15 and ACME areas of the mineralized Eagle Gabbro trend. Further drilling at the Mayville Property including Eagle is expected to focus on massive sulfide targets associated with geophysical conductors. The company completed a number of airborne EM surveys during the period.
MANAGEMENT'S DISCUSSION AND ANALYSIS
1 The Mayville deposit is located ~10 km to the west of the Eagle gabbro and is estimated to contain 32.0 million tonnes of indicated resources averaging 0.40% Cu and 0.16% Ni (see the Company's May 6, 2024 news release for details)
2 Cu Eq is the copper equivalent grade, calculated as follows: CuEq (%) = Cu% + ((Ni% x NiR x NiP) + (Co% x CoR x CoP) + (Pt g/t x PtR x PtP) + (Pd g/t x PdR x PdP) + (Au g/t x AuR x AuP))/(CuR x CuP) where R = metal recovery and P = metal price. The following fixed metallurgical recoveries were assumed, guided by metallurgical test results reported by Micon International in the current Technical Report for the property (June 2024 – see Company website for details): Cu – 85%; Ni and Co – 60%; Pd, Pt and Au – 70%. The following long-term metal prices in US dollar amounts were assumed: Cu - $4.00/lb; Ni - $9.00/lb; Co - $22.50/lb; Pd - $1,100/oz; Pt - $1,100/oz; Au - $2,200/oz.
3 The New Manitoba deposit has a historical resource estimate of 2.0 million short tons averaging 0.75% Cu and 0.33% Ni (Manitoba Mineral Inventory Card #217). The Company has not been able to verify the historical estimate as relevant and the historical estimate should not be relied on.
2. Teck Makwa Option and Joint Venture Agreement
The Company announced an option and joint venture agreement with Teck Resources Limited on the Makwa Property in December 2024. The Agreement grants Teck a two-stage option to acquire up to a 70% interest in Makwa by funding cumulative expenditures of CAD$15,700,000 and making staged cash payments of CAD$1,600,000 to Grid (of which CAD$1,000,000 can be completed through a subscription of shares at Teck's election). As of the date hereof, Teck has funded an initial cash payment to Grid of CAD$400,000 and an additional CAD$450,000 in expenditures including CAD$300,000 to make the final Gossan Property acquisition payment. Teck has agreed to move forward with the second phase of the agreement and fund a ~2,500m drill program to test initial exploration targets at the Makwa Property during 2025. It is anticipated that Grid will be the project manager and operate the exploration program, utilizing its local staff to do so.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Above: Makwa Property showing known deposits and occurrences. The corridor between the Wento Beaver and the Page Deposit is a key exploration priority and was a focus of the Q4 VTEM survey.
Manitoba - A Tier One Mining Jurisdiction
The Company views southeastern Manitoba as an excellent location for the development of its critical metals projects. The project area has excellent infrastructure, a skilled local workforce and low-cost hydroelectric power. Mining is a major economic driver to the Province, and Manitoba has supported mining activities for many years. Southeastern Manitoba has existing road and rail access to both the eastern and western parts of Canada and to the United States. The current government has expressed public support for the critical metals sector of the mining industry and the mining industry in general, which is an important source of jobs in the Province.
Environmental Social and Governance
The Company is committed to expanding its operations, compliance and practices relating to environmental, social issues and governance matters going forward. With respect to environmental stewardship, the Company looks to minimize the footprint of its on-the-ground activities and comply with and exceed all government regulations relating to its activities.
The Company has an exploration agreement with the Sagkeeng First Nation in whose Ancestral Territory the Company's projects are located. The purpose of the agreement is to establish a mutually beneficial relationship covering environmental and economic aspects of the projects during the exploration phase. The Company endeavours to work with other First Nations groups and local communities as required in order to create social license for its projects.
PROPERTY SUMMARIES
MANITOBA
Donner Lithium Project
Overview
The Donner Project is located approximately 145 kilometers northeast of Winnipeg, Manitoba. The Property is subject to a joint venture agreement between Grid (75%) and Lithium Equities Investments LLC ("LEI"), an investment fund managed by Waratah Capital Advisors (25%). Grid Metals is the operator of the Joint Venture. Each party is responsible for its share of the project costs on an ongoing basis or faces dilution of its project interest.
The Bird River Greenstone Belt in southeastern Manitoba hosts several lithium-cesium-tantalum-enriched ("LCT-type") pegmatite dykes including the world famous Tanco pegmatite and the producing Tanco Mine. The Tanco Mine has produced lithium, tantalum, and cesium products intermittently since 1968. There are a number of pegmatite fields in the Bird River Greenstone area in addition to Bernic Lake, which hosts the Tanco Deposit. There has been
MANAGEMENT'S DISCUSSION AND ANALYSIS
intermittent exploration activity in the belt since the 1950's.
Mineral Title:
The Donner property comprises 51 crown mineral claims totaling 6,656 hectares. The claims are held in the name of a wholly owned private subsidiary of Grid Metals Corp (1000078824 Ontario Inc.). The property is owned $75\%$ by Grid Metals and $25\%$ by a private equity fund (Lithium Equities Investment LP) owned by Waratah Capital. Lithium Royalty Corp. owns a $2\%$ gross overriding royalty on future rare metal mine production. A portion of the property is also subject to a $2\%$ NSR royalty on future rare metal production that is owned by the Tantalum Mining Corporation of Canada. Under the terms of the joint venture agreement, each party must fund its proportionate share of the joint venture expenditures to maintain their respective interests or face dilution. Grid is the project operator.
Exploration and Mineral Resources
On July 18, 2023, the Company announced the release of a maiden Inferred Mineral Resource prepared in compliance with National Instrument 43-101. Mineralization at both of the two dykes that host the mineral resource remains open at depth. The current mineral resources for Donner are shown below:
| Classification (Cut-Off Grade) | Deposit | Inferred Resource (tonnes) | Grade (% Li2O) |
|---|---|---|---|
| Open Pit (0.3% Li2O) | Main Dyke | 1,145,000 | 1.48% |
| NW Dyke | 955,000 | 1.36% | |
| Total | 2,100,000 | 1.42% | |
| Underground (0.5% Li2O) | Main Dyke | 3,669,000 | 1.45% |
| NW Dyke | 1,042,000 | 1.11% | |
| Total | 4,710,000 | 1.37% | |
| GLOBAL | Main Dyke | 4,814,000 | 1.46% |
| NW Dyke | 1,997,000 | 1.23% | |
| Total | 6,810,000 | 1.39% |
Above: Inferred Mineral Resource Estimate for Donner Lithium Project
Notes:
- The Mineral Resource Estimate ("MRE") has an effective date of the June 27, 2023. The Qualified Persons for the MRE are Mr. Rohan Millar, P.Geo. an employee of SGS.
- The classification of the current Mineral Resource Estimate into Inferred Resource is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves.
- All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add due to rounding.
- All Resources are presented undiluted and in situ, constrained by continuous 3D wireframe models, and are considered to have reasonable prospects for eventual economic extraction.
- Mineral resources which are not mineral reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
- It is envisioned that parts of the Donner Lake deposit may be mined using open pit mining methods. In-pit mineral resources are reported at a cut-off grade of $0.3\%$ $\mathrm{Li}_2\mathrm{O}$ within a conceptual pit shell.
- The results from the pit optimization are used solely for the purpose of testing the "reasonable prospects for economic extraction" by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a Mineral Resource statement and to select an appropriate resource reporting cut-off grade.
MANAGEMENT'S DISCUSSION AND ANALYSIS
-
Underground (below-pit) Mineral Resources are estimated from the bottom of the pit and are reported at a base case cut-off grade of 0.5% Li₂O. The underground Mineral Resource grade blocks were quantified above the base case cut-off grade, below the constraining pit shell and within the constraining mineralized wireframes. At this base case cut-off grade the deposit shows good deposit continuity with no orphaned blocks.
-
Bulk density values (specific gravity 2.7 grams per cubic centimetre) were determined based on physical test work from each deposit.
-
The in-pit base case cut-off grade of 0.3% Li₂O considers a lithium concentrate 6% (LC6) Li₂O price of US$1800/tonne, a mining cost of US$3.50/t rock and processing, treatment and refining, transportation and G&A cost of US$45.00/t mineralized material, and an overall pit slope of 55 degrees.
-
The below-pit base case cut-off grade of 0.5% Li₂O considers a lithium concentrate 6% (LC6) Li₂O price of US$1800/tonne, a mining cost of US$60.00/t rock and processing, treatment and refining, transportation, and G&A cost of US$45.00/t mineralized material.
-
The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
Above: Mayville and Donner property area. The lithium resource is hosted by the Northwest and Main Dykes.
The Company has completed several preliminary metallurgical testwork programs on different composite samples from the Main and Northwest Dykes. Flotation is envisaged as the processing method to recover lithium which is mainly found in spodumene.
The Company has completed two field seasons of exploration work on the Property focused on finding other lithium-bearing pegmatites. The work has included geological mapping and sampling, geochemical sampling, and geophysics. Several areas of interest have been identified on the property which will be followed up by future drill programs.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company completed infill drilling at the Northwest Dyke in early 2024. In addition, two drill holes were drilled below the Main Dyke and both holes intersected the Main Dyke and its spodumene-rich core zone at depths well below all previous intersections.
Falcon West Lithium-Cesium Property
Overview and Mineral Title
The Falcon West property is located within the West Hawk Lake Greenstone Belt of southeastern Manitoba. The property covers the favorable geology of the next greenstone belt to the south of the Bird River Greenstone belt which hosts the world class Tanco Pegmatite. Lithium-bearing pegmatites that have been historically identified in the area are hosted in mafic volcanic rock units present at the contact between the Wabigoon and Winnipeg River geological subprovinces. Grid Metals has staked approximately 40 km of this prospective mafic volcanic and granitic contact. The initial focus for exploration is a ~1.25 km area (the ArtDon – Lucy trend, now referred to as the Lucy pegmatite) that has lithium showings on surface and lithium noted in historical drilling.
Above: Historical lithium values at the Lucy pegmatite at Falcon West.
There are no mineral resources on the Falcon West Property.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Above: Location of Falcon West Lithium Property. The property is transected by the TransCanada Highway and is approximately $100\mathrm{km}$ east of Winnipeg, the provincial capital.
Exploration
Several phases of drilling have been completed over the decades by several companies including Sherritt Gordon (1943, 19 drill holes – no analytical data), East Braintree Lithium Corp (1955, 48 holes for 2,986 metres - limited analytical data), Tantalum Mining Corporation of Canada Limited (1983, 4 holes 296 metres - tantalum assays only) and Avalon Ventures (2000 – 10 holes with lithium, cesium, and tantalum assays). The last drill holes were completed in 2012 by Mr. William C. Hood, P.Geo., but were not analyzed at that time. During 2023, samples from several pegmatite intersections from the
MANAGEMENT'S DISCUSSION AND ANALYSIS
2012 drill core were assayed by Grid Metals. Results were reported on March 28, 2023 and significant values were noted in multiple drill holes including high cesium values in polluicite.
The Company completed its maiden drilling at Falcon West in Q2 2024. Lithium (spodumene) mineralization was found at the ArtDon area in the east and the Lucy area in the west. High-grade cesium was intercepted at Lucy – confirming previous cesium-rich drill intersections concentrated in the Lucy South cesium zone.
Drill intercepts with cesium values greater than $1\%$ $\mathrm{Cs_2O}$ have been noted in two of the 2001 Avalon Ventures holes, three of the 2012 drill holes and two of the 2024 holes drilled by Grid. In most instances, the cesium values occur with or proximal to highly elevated lithium values in spodumene mineralization. The Company intends to focus specifically on testing the Lucy South area for cesium (occurring in the mineral pollucite) in the upcoming drill program.
Going forward, the Company intends to undertake a comprehensive drill program to attempt to delineate the cesium mineralization in the Lucy Pegmatite area.
Above: Lucy South cesium zone plan view with select drill intercepts highlights on magnetic intensity.
Base Metal Properties – Bird River area
The Company holds significant mineral interests in the Bird River Greenstone belt prospective for base metals. The property in the Bird River is located $\sim 145$ kilometers northeast of Winnipeg, Manitoba. The Makwa Property (subject to the Option and Joint Venture Agreement with Teck Resources) occupies the central part of the greenstone belt while the Mayville Property is located on the north arm. During 2023, the Company acquired the Gossan Property which comprises MANAGEMENT'S DISCUSSION AND ANALYSIS
a significant land position immediately west of Makwa. Also in 2023, the Company acquired the Eagle Property which contains the eastern end of the Mayville-Eagle mafic-ultramafic complex. The consolidation of Cu-Ni-PGE properties, deposits and occurrences in the Bird River Greenstone belt provides the Company with the first opportunity to fully explore the full extent of the known mafic-ultramafic target bodies and especially numerous untested EM anomalies having massive sulfide-type responses and located in geologically-favourable environments.
Above: Map of Bird River Greenstone belt showing Grid properties and the recently acquired National Ledin, Gossan and Eagle properties.
Makwa Ni-Cu Property
Mineral Title Makwa
The mineral rights of the Makwa Property consist of a mineral lease with an unexpired term of 18 years, a surface lease, and exploration claims held by the Company. An annual payment of approximately $10,000 must be made to the province of Manitoba to keep the mineral lease and surface lease in good standing. There is a 1.0% NSR royalty on the Makwa property. The Company has the option to purchase 0.5% of the NSR royalty for $500,000.
Resources
The Company announced an updated Mineral Resource Estimate in 2024. See Tables 1A and 1B above for details.
Historical Exploration
The Dumbarton Mine Horizon was mined during the period 1972-1974 with the ore toll milled at the Gordon Lake mill and the nickel concentrate shipped to Ontario for smelting. Exploration drilling during the period also defined the Maskwa West deposit which today is Grid's Makwa Ni-Cu Deposit. The operation closed down due to low nickel prices in the mid 1970's.
The Makwa project was optioned from Falconbridge by Canmine Resources in the mid 1990's. In late 1997 and early
MANAGEMENT'S DISCUSSION AND ANALYSIS
1998, Canmine completed a number of geophysical surveys and drilling to expand and delineate the Maskwa Resource. Canmine also took a number of bulk samples of cobalt rich ore from the Werner Lake area in Ontario and obtained an Environment Act Licence to treat cobalt ore at the Makwa site. Canmine filed for insolvency protection in 2000 and the property was sold out of receivership to a private consortium.
The private consortium sold the mineral rights to the Makwa lease and adjacent claims to Mustang Minerals (the predecessor company of Grid Metals). Grid completed initial drilling at the Makwa Deposit and geophysical surveys including a VTEM survey over the Makwa property and adjacent claims which was completed in 2007. The survey outlined a number of drill targets on the property.
In 2008, Mustang completed a Time Domain Induced Polarization (TDIP/Resistivity) and magnetic surveys over part of the Makwa property. In 2018, Grid Metals completed a ground time domain EM survey covering the Makwa and Dumbarton deposits. Several conductors that had seen limited or no prior drilling were identified along strike from and below the current Makwa deposit.
Drilling
The drilling completed on the Makwa project to date comprises 475 drill holes with a total metreage of ~80,000 m. The majority of the drill holes are directed northwards implying that the mineralized body dips southwards. The drill hole database considered in the current Mineral Resource estimate contains a total of 256 historical MNCM/Falconbridge, Canmine and Mustang holes as well as 10 drill holes drilled by Grid Metals in 2022.
Above: Plan view of drill holes at the Makwa deposit area.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Above: Representative cross section, looking west, showing the current Micon block model coded to nickel grade, the HG1 and LG1 zone boundaries, and selected length-weighted interval assays for drill holes captured on this section
Resource Estimates and Economic Studies
The Company completed a Mineral Resource Estimate for the Makwa Project in 2007 and a Prefeasibility Study for the Makwa Project in 2008. The Prefeasibility Study (Micon) envisaged an open pit mining operation with the material from the pit processed at a nickel concentrator that would be constructed. Following the global financial crisis in 2009, the price of nickel declined and the development plans for Makwa were temporarily abandoned.
In 2013, the Company engaged Roscoe Postal Associates (RPA) to complete a Preliminary Economic Assessment (PEA) to evaluate the potential of a combined mining project called the Mayville-Makwa Project, incorporating two separate open pit resources into a single mining scenario with a shared mill complex. The results of the PEA were positive.
2024 Mineral Resource Estimate
In June 2024, the Company filed an NI 43-101 resource estimate for the combined Makwa Mayville Property in Manitoba. The resource estimate was based on open pit constrained resources as well as underground resources. The Makwa and Mayville deposits are located approximately $35\mathrm{km}$ apart.
The Indicated mineral resource estimate amenable to open pit mining and constrained within pit-shells is:
| Deposit | Mining | Tonnage | Ni | Cu | Co | Pd | Pt | Au | NiEq | Cu Eq |
|---|---|---|---|---|---|---|---|---|---|---|
| MMT | % | % | % | g/t | g/t | g/t | % | % | ||
| Mayville | Open Pit | 32.02 | 0.16 | 0.40 | 0.01 | 0.13 | 0.05 | 0.05 | - | 0.61 |
| Makwa | Open Pit | 14.22 | 0.48 | 0.11 | 0.02 | 0.37 | 0.10 | - | 0.75 | - |
*See details of the Mineral Resource Estimate including calculation methods used to determine the copper equivalent
MANAGEMENT'S DISCUSSION AND ANALYSIS
(CuEq) and nickel equivalent (NiEq) grades presented in Tables 1A and 1B, below.
In conjunction with the release of the Mineral Resource Estimate, the Company noted that:
- Contained metal content in the indicated open pit category includes 317 million pounds of copper, 263 million pounds of nickel and 452,000 ounces of combined palladium, platinum and gold.
- Both deposits remain partly open along strike and at depth, and the Company holds the mineral rights to three other near-surface mineral deposits in the belt that could augment the mineral resource inventory in the future.
- Both deposits have had extensive metallurgical test work completed over multiple campaigns with results indicating that saleable sulfide concentrates can be produced (nickel at Makwa; separate copper and nickel concentrates at Mayville).
- The main factors contributing to the increased resources from previous estimates are improvements in modelled metallurgical recoveries, changes in metal prices and forex used in the resource calculation and additional drilling.
- The Mayville Deposit has no royalty; the Makwa Deposit has a 1% NSR royalty of which one half of a percent can be re-purchased for CAD$500,000.
- There are no offtake obligations on either of the deposits.
- The target/model for the project is +80 million tonnes of open pit resources augmented by the delineation of high-grade massive sulfide deposits throughout the belt.
- Among the economic parameters used in the mineral resource estimate, metal prices for the key metals are US$3.75 lb for copper and $9 lb for nickel.
- Strip ratios for the resource shells were 3.2 for Mayville and 4.7 for Makwa and are provided in the resource Tables 1A and 1B.
Table 1A. Mayville Pit Constrained and Underground Resource as of December 31, 2023.
| Mining | Category | Tonnage | Density | CuEq | Cu | Ni | Co | Pd | Pt | Au | SR |
|---|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | g/t | g/t | g/t | |||||
| OP | Indicated | 32,019,000 | 3.00 | 0.61 | 0.40 | 0.16 | 0.01 | 0.13 | 0.05 | 0.05 | 3.17 |
| Inferred | - | - | - | - | - | - | - | - | - | ||
| UG | Indicated | 322,461 | 3.00 | 1.62 | 0.96 | 0.37 | 0.02 | 0.19 | 0.08 | 0.11 | NA |
| Inferred | 203,323 | 3.00 | 1.50 | 0.96 | 0.32 | 0.02 | 0.16 | 0.08 | 0.11 |
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table 1B. Makwa Pit Constrained and Underground Resources as of December 31, 2023.
| Mining | Category | Zone | Tonnage | Density | NiEq | Ni | Cu | Co | Pd | Pt | SR |
|---|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | g/t | g/t | ||||||
| OP | Indicated | HG1 | 4,846,590 | 2.94 | 1.26 | 0.89 | 0.17 | 0.03 | 0.71 | 0.19 | 4.66 |
| LG1 | 9,370,784 | 2.88 | 0.48 | 0.28 | 0.08 | 0.01 | 0.19 | 0.06 | |||
| HG1 + LG1 | 14,217,374 | 2.90 | 0.75 | 0.48 | 0.11 | 0.02 | 0.37 | 0.10 | |||
| Inferred | LG1 | 18,000 | 2.88 | 0.36 | 0.23 | 0.04 | 0.01 | 0.11 | 0.04 | ||
| UG | Indicated | HG1 | 437,743 | 2.94 | 1.19 | 0.83 | 0.11 | 0.03 | 0.73 | 0.21 | NA |
| LG1 | 62,783 | 2.88 | 0.53 | 0.30 | 0.08 | 0.01 | 0.27 | 0.08 | |||
| HG1 + LG1 | 500,526 | 2.93 | 1.11 | 0.77 | 0.11 | 0.02 | 0.67 | 0.19 | |||
| Inferred | HG1 + LG1 | - | - | - | - | - | - | - | - |
- The calculated cut-off grades to report the MRE are dynamic in nature following metallurgical recovery curves, the average COG for Makwa is 0.30 % Ni in surface mining and 0.84 % Ni in underground mining; for Mayville is 0.30 % Cu in surface mining and 1.37 % Cu in underground mining.
- The economic parameters used metal prices of US$9.0/lb Ni, US$3.75/lb Cu, US$23.0/lb Co, US$900/oz Pt, US$1,400/oz Pd and US$1,750/Au with specific metallurgical recovery curves summarized as follow: copper recoveries of 87% to high grade copper concentrate of 28%; and nickel recoveries in the range from 50% to 68% to 10% nickel concentrate at Mayville and 50-68% nickel recovery to 10% nickel concentrate based on average grades and over 70% recovery for highest grade (+1% Ni) blocks at Makwa); a mining cost of US$3.5/t in surface and US$80.0/t in underground; Processing cost of US$15/t and a General & Administration cost of US$3.2/t.
- For surface mining the open pits at Makwa and Mayville use a slope angle of 53°.
- The block models for Makwa and Mayville are rotated and use a block size of 10 m x 5 m x 5 m with the narrow sides across strike (North-South) and vertically (z direction).
- The open pit optimization uses a re-blocked size of 10 m x 10 m x 10 m and for the underground the optimization uses stopes 20 m long by 20 m high and a minimum mining width of 3 m.
- Messrs. Alan J. San Martin, MAusIMM(CP) and Charley Murahwi, P.Geo., FAusIMM, from Micon International Limited are the Qualified Persons (QPs) for this Mineral Resource Estimate (MRE).
- Mineral resources unlike mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
- The mineral resources have been estimated in accordance with the CIM Best Practice Guidelines (2019) and the CIM Definition Standards (2014).
- Totals may not add correctly due to rounding.
- Equivalent (Eq) Grade Calculations: (a) Makwa NiEq = Ni% + ((Cu% x CuR x CuP) + (Co% x CoR x CoP) + (Pt g/t x PtR x PtP) + (Pd g/t x PdR x PdP))/(NiR x NiP); (b) Mayville CuEq* = Cu% + ((Ni% x NiR x NiP) + (Co% x CoR x CoP) + (Pt g/t x PtR x PtP) + (Pd g/t x PdR x PdP) + (Au g/t x AuR x AuP))/(CuR x CuP). NiEQ = nickel equivalent grade. R = metal recovery. P = metal price.
- The Mayville CuEq calculation assumes the production of separate Cu and Ni concentrates.
- Metallurgical recovery ranges using input grades at the cutoff grade (low end) and 2 times the average open pit resource grade (high end) are as follow: Makwa: Ni: 36 to 86%; Cu: 85.6% (invariant); Co: fixed to nickel recoveries; Pd: 59 to 90% (capped); Pt: 39 to 90% (capped); Mayville: For the copper concentrate model :Cu: 86.5 to 86.9%; Ni: 5% (fixed); Co: (5% - fixed to nickel recovery); Pd: 42% (fixed); Pt: 35% (fixed); Co: 30% (fixed); For the nickel concentrate model: Cu: 5% (fixed); Ni: 42 to 69%; Co: matches nickel recoveries; Pd: 33%; Pt: 21%; Au: 10%.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Recent Exploration
In 2022, Grid Metals completed a comprehensive review of all historical geophysical and drilling data and identified a series of drill targets representing possible extensions of both the Makwa and Dumbarton deposits. Several of these anomalies were tested by exploration drill holes completed in 2022.
In 2024, a reconnaissance sampling program was completed on the Gossan claims. Highlights included up to 5.97% Ni in a surface showing of semi-massive sulfide mineralization at the Ore Fault target and several massive chalcopyrite veins delivering copper grades exceeding 10% Cu and 50 g/t Ag from the Beaver-Wento copper showings located at the south end of the Ore Fault trend.
As discussed above, a VTEM MAX™ helicopter-borne survey was completed over the combined Makwa and Gossan properties in 2024. This survey has outlined a number of drill targets for evaluation.
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
Gossan Property (west of Makwa) Ni-Cu
Overview and Mineral Title
The Gossan Property (51 mineral claims encompassing approximately 2,870 hectares) was optioned from Gossan Resources Limited and consists of the Ore Fault and Page Ni-Cu-PGM resources and associated exploration property that adjoins the Company’s Makwa nickel property to the west. The resources were calculated per a 2009 Technical Report (see Technical Report and Resource Estimate on the Ore Fault, Galaxy and Page Zones of the Marathon/Gossan Resources Bird River Property, Southeast Manitoba; P&E Mining Consultants Inc., Feb. 26, 2009). Exploration drilling by Grid will be required to validate the reported resources.
Terms of the option agreement were the issuance by Grid of 1.5 million common shares and a payment of $500,000 on closing and two additional payments of $300,000 due in April of 2024 (paid) and April 2025. Gossan Resources retains a 2% net smelter return (“NSR”) royalty payable upon the commencement of commercial production from the property. In addition, a $300,000 deferred cash payment is due to Gossan Resources upon the commencement of commercial production from the property.
Resources
The Gossan Property contains two near surface deposits of nickel-rich magmatic sulfide mineralization:
1) The Ore Fault deposit, containing a previously NI 43-101 reported indicated resource of 0.9Mt at 0.32% Ni and 0.24% Cu and an inferred resource of 2.5Mt 0.35% Ni and 0.19% (Ewert et al., 2009; see reference 1, below); and,
2) The Page deposit, containing a previously NI 43-101 reported indicated resource of 1.5Mt at 0.32% Ni and 0.13% Cu (Ewert et al., 2009).
The Company has not verified the above noted resource estimates.
Exploration
Gossan is now part of the Makwa exploration agreement with Teck. A helicopter-borne VTEM MAX™ survey was flown over the property in December 2024.
Mayville Cu-Ni
Mineral Title
The Company owns a cumulative 89% interest in the Mayville Property (consisting entirely of Crown Mineral Claims). A direct 60% interest was acquired from a vendor for consideration of $90,000 in cash, a note for $165,000 due 18 months from closing (which was paid during 2006), and 700,000 common shares of the Company (issued in 2005). The additional 29% interest was acquired through the acquisition of a 72.56% interest in Maskwa Nickel Chrome Mines Limited (“MNCM”), a company which holds the remaining 40% interest in the Mayville property subject to a joint venture agreement. If a party to the joint venture agreement is diluted below 10% then their respective interest converts to a 10% Net Profits Interest which is payable after all capital investment and exploration and development costs have been recouped by the operating party. Grid is the operator of the joint venture. The shares in MNCM were acquired through the issuance of 400,000 common shares of the Company and a cash payment of $120,000. A royalty payment in the amount of $210,000 will be due in five equal annual payments upon the commencement of commercial production on any portion of the MNCM property. In January 2022, 25% of the lithium rights and a 2% royalty on the original Tanco Claims and fifteen of the original Mayville mining claims were sold.
History and Exploration
The first claims were staked over the Mayville copper nickel showing in 1917 and the first drilling occurred in 1921. No logs are available prior to the acquisition of Makwa Nickel Chrome Mines who acquired the property in 1951. Between 1951 and 1980, a total of 21 holes were drilled on the Property targeting the Mayville area and chromite showing to the east. In 2005 and 2006, the Company completed 76 drill holes totalling 16,303 metres – most of this being focused on resource delineation at the Mayville deposit. The Company contracted a 580 line km VTEM survey over the Mayville Property in 2005. Subsequently, the Company completed surface EM surveys and borehole surveys in the Mayville area and over the PGE Zone located to the southwest of the Mayville deposit. In 2010, the Company
acquired an option on seven claims held by Tantalum Mining Corporation of Canada Limited (Tanco) (which in 2013 vested and the claims became 100% owned by the Company) adjacent to the Mayville property and subsequently conducted a 218 line-km VTEM survey over the claims. Also in 2010, the Company conducted a 205 line-km ZTEM survey over the central part of the property, which included the M2 Deposit and the Tantalum claims. In 2011, following the discovery of PGE mineralization on the property (in drill hole May-11-07, 9.1 m of 2.8 g/t Pt and 6.7 g/t Pd), the Company established a 6.0 km by 2.5 km grid over the Mayville Deposit and the PGM Zone and subsequently mapped and surveyed these lines with IP-mag and EM during 2011 and 2012. These surveys were followed up with 22,502 m of diamond drilling in 89 holes between 2011 and 2013, which concentrated on evaluating the potential of the PGM Zone and completing resource delineation drilling on the near surface part of the Mayville (M2) Cu-Ni-PGE Deposit. In 2013, the Company contracted RPA to complete a preliminary economic assessment of a combined Makwa-Mayville mining project (see 2014 Technical Report for details).
In 2022, the Company and consultants re-interpreted all available geophysical and drilling data for the Mayville property, leading to the recommendation to test several strong EM anomalies that had not been previously drilled.
Drilling
The drilling completed on the Mayville project comprises 221 drill holes and a total of approximately 45,000 metres of drilling as documented below.
| Company Name | Period | No. of Holes | Metres |
|---|---|---|---|
| Smith and Travers Company Ltd. | 1923 | 8 | 558 |
| Consolidated Mining and Smelting Company | 1928 | 4 | 1,347 |
| Gods Lake Gold Mines Ltd. | 1944 | 9 | Unknown |
| MNCM/Falconbridge | 1956 | 10 | 859 |
| 1980 | 4 | 218 | |
| 1988 | 3 | 300 | |
| 1990 | 4 | 822 | |
| Exploratus Elements Diversis Ltd | 1995 | 4 | 459 |
| Mustang | 2005 | 37 | 7,203 |
| 2006 | 39 | 9,080 | |
| 2011 | 32 | 5,811 | |
| 2012 | 40 | 13,429 | |
| 2013 | 17 | 3,262 | |
| Grid Metals | 2023 | 2 | 2,000 |
| Total | 221 | About 45,000 |
Above: Historical drilling at the Mayville Property
MANAGEMENT'S DISCUSSION AND ANALYSIS
Above: Plan view of drill holes at the Mayville deposit area.
Above: Representative Cross Section for the Mayville Deposit, Looking West, and Showing the Current Micon Block Model Coded to Copper Grade and Selected Length-weighted Average Drill Hole Intersections for Drill Holes Captured on this Section
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
Eagle Property Cu-Ni
Overview and Mineral Title
The Eagle claims are located at the eastern end of the Mayville-Eagle Complex. Grid acquired the mining claims that comprise the Eagle Property (10 claims – 238 hectares) from First Mining Gold Corp. in April 2023. The terms of the acquisition agreement included the payment of $300,000 and the issuance of 250,000 common shares of Grid. The Company has granted First Mining Gold a 2% NSR royalty payable upon the commencement of commercial production from the property, half of which can be bought back by the Company by paying $1 million in cash to First Mining Gold. In addition, a deferred cash payment is due to First Mining Gold if the Company defines a greater than 2 million tonne NI 43-101 mineral resource on the property. The Eagle Claims host the historical New Manitoba nickel-copper sulfide deposit, located 9 km east of the Company’s Mayville M2 resource. The property hosts favorable stratigraphy for copper nickel mineralization and is on strike with known pegmatite trends. There is a historical mineral resource estimate of 1.8Mt at 0.75% Cu and 0.33% Ni (Manitoba Mineral Inventory Card #217) at New Manitoba. The Company has not been able to verify the historical estimate as relevant and the historical estimate should not be relied on.
Recent Exploration
Prior to Grid optioning the Eagle Property, there had been no exploration on the property since 2009 when six holes were drilled at the New Manitoba mine site. Grid’s initial drilling program at Eagle was completed in Q4 2024. Results from the first six holes were announced in December 2024 and final results were announced on May 21, 2025. The program intersected Mayville-style disseminated copper-rich magmatic sulfide mineralization along a 2 km strike length. During 2025, the Company plans to model the new geophysical data covering the Eagle claims in order to generate future drill targets with a focus on massive sulfide-type targets.
Resources
The New Manitoba deposit is located on the southern part of the Eagle Property. It has a historical mineral resource estimate of 1.8Mt at 0.75% Cu and 0.33% Ni (Manitoba Mineral Inventory Card #217) (Note: The Company has not been able to verify the historical estimate as relevant and the historical estimate should not be relied on).
Makwa Mayville Resources
A mineral resource estimate was prepared for Makwa (Evans, 2005) and Mayville (Ross and Evans, 2006; Ross, 2010). The Makwa estimate was updated by Wardrop in 2007 (Duke et al., 2008). In May 2008, Micon prepared a report titled: “Independent Technical Report Presenting Mineral Resource and Reserve Estimates and the Results of the Prefeasibility Study for the Maskwa Property, Manitoba”. A mineral resource estimate was updated as of November 27, 2013 for both Makwa and Mayville to support a Preliminary Economic Assessment for the combined Makwa and Mayville Properties dated April 30, 2014. The Company’s most recent Mineral Resource Estimate was announced May 6, 2024 (see Tables 1A and 1B, above).
Development Plans for Bird River Base Metal Properties
With the current mineral inventory in the Bird River Complex, a new discovery of high grade mineralization would significantly enhance the economic potential of the area. The Company believes that the Bird River area is well suited to become a regional hub for base metal production with a central mill processing feed from multiple deposits. To support this vision, the Company recently entered into the Teck JV Agreement to secure funding to explore the best untested drill targets on the Makwa or south limb of the Bird River complex. Importantly, this includes the structural corridor between the Gossan Property and the Makwa Property. This area is considered a high potential target environment for feeder-related, structurally-controlled massive magmatic sulfide deposits.
At the Mayville project, there are multiple outcropping mineralized horizons in the Mayville-Eagle Complex that remain to be adequately explored. The airborne geophysical surveys completed in 2024 will enable initial testing of similar, structurally-controlled massive sulfide targets to those being pursued at Makwa.
The critical issues pertaining to the potential development of the MM Project in the future are: (1) the size and quality of the mineral resource; (2) the metallurgical characteristics of the deposits; and, (3) the exploitation/environmental factors related to mining. The Company believes that with its mineral endowment, the Bird River area is an ideal location for mining development.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Northern Manitoba Mineral Exploration Licenses (Ni Cu PGE)
Overview and Mineral Title
In September 2021, the Company acquired the mineral rights for five Mineral Exploration Licenses (MELs) located in northern Manitoba. Three of the licenses cover a large section of the Proterozoic Fox River Belt, situated on the Superior Boundary Zone – host to a majority of Canada’s major nickel sulfide mining camps at Thompson Manitoba, Sudbury Ontario, and the Raglan Camp of northern Quebec. The other two licenses cover prospective mafic-ultramafic intrusions and known Ni-Cu-PGE surface showings in the Pikwitonei Granulite Domain directly east of the Thompson Nickel Belt and the mining city of Thompson. A tabulation of the MEL numbers and their size and annual holding costs are given in the table below.
| Type of License | Regular MEL – Zone A | Special MEL – Zone B |
|---|---|---|
| Deposit (with application) | $0.50/hectare | $0.50/hectare |
| Zone | Zone A | Zone B |
| Annual Assessment Requirement | $1.25/hectare in Year 1 increasing to $7.50 per hectare in Year 3 | $0.50/hectare in Year 1 increasing to $4.00 per hectare in Year 5 |
| Initial Ownership Term | 3 years | 5 years |
| Renewal Term | 3 years | 5 years |
| Grid Property & MEL# | Thompson East: 1134A (Cuthbert Lake), 1135A (Wintering Lake) | Fox River Belt: 1153B, 1132B, 1133B |
| Area of Grid MELs | 10,500 hectares | 102,600 hectares |
| Year 1 2021/22 Cost | $13,250 | $51,269 |
| Year 1 Anniversary | Sept. 8, 2022 | Sept. 8, 2022 |
| Year 1 Expiry Date | Dec. 7, 2022 | Dec. 7, 2022 |
| Year 2 2022/23 Cost | $53,000 | $102,537 |
| Year 2 Expiry Date | Dec. 7, 2023 | Dec. 7, 2023 |
| Year 3 Cost | $79,500 | $153,806 |
| Year 3 Expiry Date | Dec. 7, 2024 | Dec. 7, 2024 |
| Year 4 Cost | $106,000 | $307,611 |
| Year 4 Expiry Date | Dec. 7, 2025 | Dec. 7, 2025 |
In September 2023, the Company received approval for three additional MELs – all of which directly adjoin the existing Wintering Lake license #1135A. Given financing conditions and the Company’s continued focus on its southeast Manitoba properties, these new licenses were allowed to expire in January 2025.
The acquisition of the Fox River West MELs represented a very rare opportunity to gain a large land position in both an established (Thompson Belt) and highly prospective frontier belt (Fox River). As detailed above, the Company completed a new airborne EM and magnetic survey over 3 prospective blocks within the Fox River West property.
The Company is exploring options to fund and manage future exploration of these MELs including, but not limited to, partnering with an established nickel sulfide mining company and vending a NSR royalty.
21
Above: Location of Grid's northern Manitoba Mineral Exploration Licenses acquired in September, 2021
Recent Exploration
In 2024, the Company completed a detailed review of the 2022 VTEM survey results for the Wintering Lake and Cuthbert Lake licenses. This work has defined several drill-ready massive sulfide targets on both properties. An ongoing review of the 2024 Fox River West geophysical survey results is similarly expected to deliver several drill ready targets on that property.
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
ONTARIO
East Bull Lake Palladium Property
Overview and Mineral Title
The East Bull Lake Palladium Property (“EBL”) consists of approximately 515 single cell and boundary mining claims held 100% by Grid which cover ~80% of the ~22km x ~4 km layered intrusion that hosts widespread, palladium-dominant disseminated sulfide mineralization. EBL is subject to underlying royalties held by the original optionors of the property of up to 3%. Grid focused the exploration at EBL for palladium in the area of the south margin looking for mineralization occurring in embayments or feeder structures in the intrusion.
Above: Location of East Bull Lake Palladium Property
Recent Exploration
There has been no exploration at the property since 2021. The Company completed 31 drill holes totaling 8,021 metres during 2020 and 2021 at EBL targeting palladium-rich disseminated sulfide mineralization. There were many localized occurrences of significant palladium values and several narrow intercepts of high-grade copper and nickel massive sulfides in the footwall. No zones of economic significance at long term forecast palladium prices were identified in the drilling programs. No further work at EBL is planned at this time, but geochemical interpretations completed subsequent to the recent drilling programs highlight the potential for Sudbury-type, structurally-controlled massive nickel-copper sulfide mineralization below the palladium-rich mineralization. To that end, the Company has modelled the large number of massive sulfide-type EM anomalies located at the base of the intrusion and below the palladium-rich disseminated sulfide zone. These anomalies are interpreted to represent structurally-controlled massive magmatic sulfide mineralization and are expected to become the focus for future exploration at the property.
Campus Creek Lithium Property
Overview
The Company owns a 100% interest in the early-stage Campus Creek lithium exploration project located near the town of Ignace in northwestern Ontario. The Property is subject to a joint venture agreement between Grid (75%) and Lithium Equities Investments LLC (LEI)), an investment fund managed by Waratah Capital Advisors (25%). Grid Metals is the operator of the Joint Venture. The Campus Creek property is located adjacent to International Lithium’s Raleigh Lake property which hosts a maiden Measured and Indicated resource of 2.293 million tonnes grading 0.64% Li₂O (see International Lithium Corp. news release dated April 13, 2023).
Mineral Title
The property consists of approximately 51 single cell mineral claims approximately 240 km northwest of Thunder Bay.
23
Exploration
The Company completed an 885m drill program during the third quarter of 2022 which was focused on the area of the Highstone Dyke and a spodumene showing there. There were no significant lithium values obtained in any of the eight drill holes completed. With the decline in lithium prices and the focus of its activities in Manitoba, Grid has no plans for further exploration at Campus Creek at this time.
Above: Location map of the Campus Creek lithium property
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
3. SELECTED ANNUAL INFORMATION
Selected audited annual information for the three recent fiscal years, all reported under IFRS, are as follows:
| Years ended December 31, | 2024 | 2023 | 2022 |
|---|---|---|---|
| $ | $ | $ | |
| Net loss before provision for income taxes | (6,036,378) | (10,371,762) | 275,756 |
| Net loss | (6,036,378) | (10,371,762) | 275,756 |
| Basic and diluted loss per share | (0.03) | (0.06) | (0.00) |
| Total assets | 1,534,608 | 12,790,483 | 12,901,272 |
4. DISCUSSION OF OPERATIONS
Overview
The following table provides selected financial information that should be read in conjunction with the consolidated financial statements of the Company for the three months ended March 31, 2025 and 2024.
| For the three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Exploration and evaluation expenses | $ 469,218 | $ 2,487,210 |
| Net operating expenses | (882,250) | (3,353,442) |
| Other income and realized gain (loss) on transactions | 709,468 | 133,026 |
| Net loss | (172,782) | (3,220,416) |
| Net loss per share | (0.00) | (0.02) |
| Total assets | $ 1,109,788 | $ 1,534,608 |
Revenues
None of the Company's properties have advanced to the point where a production decision can be made. As a consequence, the Company has no producing properties and no revenues. From time to time, the Company will earn interest from funds on deposit and other income from sale of property interests.
Other Income
In Q1-2025, the Company recorded a gain of $450,000 (2024 – nil) related to the proceeds from property transactions (Teck and Tanco) plus an unrealized loss $41,025 and realized gain on marketable securities of $147,951 (2024 – $56,218 gain and nil, respectively).
The major items of other income for the three months ended March 31, 2025 and 2024 are summarized as follows:
| For the three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Other income | $ - | $ 76,808 |
| Unrealized gain (loss) on marketable securities | (41,025) | 56,218 |
| Realized gain on marketable securities | 147,951 | - |
| Proceeds on mining properties | 450,000 | - |
| Gain on settlement of mill lease obligations | 152,452 | - |
25
The major expense items for years ended March 31, 2025 and 2024 are summarized as follows:
| For the three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Exploration and evaluation expenses | $ 469,218 | $ 2,487,210 |
| Management fees and directors fees | 205,843 | 193,970 |
| Office, general and administrative | 122,406 | 152,054 |
| Share-based payments | 14,906 | 55,581 |
| Professional and consulting fees | 19,611 | 136,915 |
| Public company costs | 30,395 | 65,506 |
| Amortization | 6,902 | 155,905 |
| Accretion | 12,969 | 106,301 |
| $ 882,250 | $ 3,353,442 |
Exploration and Development Expenditures:
For the three months ended March 31, 2025
| Makwa | Mayville | Eagle | Gossan | Donner Lake Lithum | Campus Creek | Falcon West | Other | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Acquisition | $ 29 | $ 673 | $ - | $ - | $ - | $ - | $(104,739) | $ 727 | $(103,3110) |
| Assays | - | 52,154 | 5,286 | - | - | - | - | - | 57,440 |
| Consulting | 16,207 | 4,170 | - | 3,906 | 23,938 | - | 9,914 | 5,208 | 63,343 |
| Drilling | - | - | 6,110 | - | 286,028 | - | - | - | 292,138 |
| Geological | - | - | - | - | - | - | 5,925 | - | 5,925 |
| Geophysics | - | (52,449) | 82,357 | 7,725 | 1,975 | - | - | 1,925 | 41,533 |
| Labour | 28,849 | 2,367 | - | - | 16,863 | - | 1,510 | 1,450 | 51,039 |
| Other | 14,683 | 8,258 | 4,332 | - | 25,984 | - | 3,148 | 4,705 | 61,110 |
| Project Development | - | - | - | - | - | - | - | - | - |
| Subtotal | $ 59,768 | 15,173 | 98,085 | 11,631 | 354,788 | - | (82,242) | 14,015 | 469,218 |
| Reimbursements from JO partner | - | - | - | - | - | - | - | - | - |
| Total | $ 59,768 | $ 15,173 | $ 98,085 | $11,631 | $ 354,788 | $ - | $(84,242) | $ 14,015 | $ 469,218 |
For the three months ended March 31, 2024
| Makwa | Mayville | Gossan | Donner Lake Lithum | Campus Creek | Falcon West | Other | Total | |
|---|---|---|---|---|---|---|---|---|
| Acquisition | $ - | $ - | $ - | $ - | $ - | $ 23,750 | $ 105,937 | $ 129,687 |
| Assays | - | - | - | 46,864 | - | 51,866 | - | 98,730 |
| Consulting | 1,670 | 5,010 | 3,340 | 55,741 | - | 54,818 | - | 120,579 |
| Drilling | - | - | - | 902,569 | - | 506,678 | - | 1,409,247 |
| Geological | 17,873 | 17,873 | - | 579 | - | - | - | 36,325 |
| Geophysics | - | - | - | - | - | - | - | - |
| Labour | 4,331 | - | - | 36,323 | 951 | 39,761 | 951 | 82,317 |
| Other | 3,510 | 1,844 | 250 | 76,630 | 516 | 29,281 | 2,100 | 114,131 |
| Project Development | - | - | - | 496,194 | - | - | - | 496,194 |
| Subtotal | 27,384 | 24,727 | 3,590 | 1,614,900 | 1,467 | 706,154 | 108,988 | 2,487,210 |
| Reimbursements from JO partner | - | - | - | - | - | - | - | - |
| Total | $ 27,384 | $ 24,727 | $ 3,590 | $1,614,900 | $ 1,467 | $ 706,154 | $ 108,988 | $2,487,210 |
MANAGEMENT'S DISCUSSION AND ANALYSIS
5. SUMMARY OF QUARTERLY RESULTS
Selected financial information for the last eight fiscal quarters:
| 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Net income (loss) | (172,782) | (1,248,554) | (1,055,398) | (512,010) |
| Basic and diluted loss per share | (0.00) | (0.01) | (0.01) | (0.00) |
| 2024 Q1 | 2023 Q4 | 2023 Q3 | 2023 Q2 | |
| $ | $ | $ | $ | |
| Net income (loss) | (3,220,416) | (1,188,714) | (2,069,270) | (3,181,161) |
| Basic and diluted loss per share | (0.01) | (0.01) | (0.01) | (0.02) |
Comments on quarterly results
2025 – Q1
Results for the quarter were a net loss of $172,782 vs a net loss of $3,220,416 for the 2024 period. The 2025 period included exploration and evaluation expense of $469,218 (2024 - $2,487,210), share-based compensation of $14,906 (2024 - $55,581), a gain of $450,000 from the proceeds on mining properties with Teck and Tanco (2024 - $nil), and a gain of $152,542 from the mill lease obligation due to the reduction in the liability (2024 - $nil).
2024 – Q4
Results for the fourth quarter were a net loss of $1,248,254 vs a loss of $1,188,714 for the 2023 period. The increased loss in the 2024 period of $59,840 was mainly due to a $2,222,778 flow-through share premium recovery. This was impacted by an increase in exploration and evaluation expenses of $2,018,074 to $2,562,320 spent in 2024 (2023 - $544,246), a decrease in management fees and directors fees of $289,989 to $94,529 expensed in 2024 (2023 - $384,518) and a decrease in unrealized loss on marketable securities of $394,937 to $95,221 loss in 2024 (2023 - $299,716 gain) recognized by the Company during the period.
2024 – Q3
Results for the quarter were a net loss of $1,055,698 vs a net loss of $2,069,270 for the 2023 period. The decreased loss in the 2024 period was mainly due to the following: Exploration and evaluation expense declining $922,533 to $485,798 (2023 - $1,408,331); Management and directors' fees increasing $40,909 to $217,455 (2023 - $176,546) mainly due to severance costs; Office, general and administrative expense increasing $128,814 to $233,408 (2023 - $104,594) mainly due to the Company's contribution to 1911 mill operating expenses; Professional and consulting fees declining $132,764 to $56,406 (2023 - $189,170); Share-based compensation declining $134,342 to $28,614 (2023 - $189,170); Amortization increasing $129,049 to $136,228 (2023 - $7,179) mainly due to the recognition of the 1911 Mill lease asset amortization; Accretion of $69,218 (2023 - $nil) due to the recognition of the 1911 Mill lease liability; Unrealized gain on marketable securities of $106,149 (2023 - unrealized loss of $46,875), a Government Grant of $97,500 and, a realized gain on the sale of marketable securities of $96,328 (2023 - $nil).
2024 – Q2
Results for the quarter were a net loss of $512,010 vs a net loss of $3,181,161 for the 2023 period. The 2024 period included exploration and evaluation expense of $589,937 (2023 - $1,975,598), share-based compensation of $28,614 (2023 - $542,201), a gain of $1,052,348 from the gain on extinguishment of debt (2023 - $nil), loss on write-down of asset of $533,677 and a realized loss of $nil from the disposition of marketable securities (2023 - $289,359).
6. LIQUIDITY
The Company has no significant revenues and no expectation of significant revenues in the near term. The cash position of the Company is reduced as exploration and overhead expenses are incurred. The Company has a negative working capital at March 31, 2025 of $22,199 (December 31, 2024 – $131,905).
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
7. CAPITAL RESOURCES
During the three months ended March 31, 2025, there were no unusual factors that affected the Company's capital resources.
8. OFF-BALANCE SHEET ARRANGEMENTS
At March 31, 2025 and 2024, the Company did not have any off-balance sheet arrangements.
9. TRANSACTIONS BETWEEN RELATED PARTIES
Director's fees, professional fees and other compensation of directors and key management personnel were as follows for the year ended March 31, 2025 and 2024:
| Three months ended March 31, | 2025 | 2024 |
|---|---|---|
| $ | $ | |
| Short-term compensation and benefits | 261,499 | 394,870 |
| Share-based payments (stock option, RSU and DSU grants) | 14,906 | 50,256 |
| Total key management compensation | 276,405 | 445,126 |
Short-term compensation and benefits charged to exploration and evaluation expenditures during the three months ended March 31, 2025 amounted to $36,458 (2024 - $113,665).
Amounts due to key management personnel included in accounts payable amounted to $130,258 (2024 - $106,278).
Legal fees were charged by a legal firm during the period ended March 31, 2025, of which an officer of the Company was a former employee, for legal and corporate secretarial services in the amount of $8,958 (2024 - $18,750). Accounts payable and accrued liabilities includes $nil owing to the legal firm (2024 - $nil).
Amounts due to related parties included in accounts payable are unsecured, non-interest bearing and due on demand.
10. PROPOSED TRANSACTIONS
There are no proposed transactions contemplated as of the date hereof.
11. CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates and judgments are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:
Income taxes and recoverability of potential deferred tax assets
The Company is subject to income, value added, withholding and other taxes in various jurisdictions. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company's control, are feasible, and are within management's ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting year.
Share-based payments
Management determines the valuation of share-based payments and warrants using market-based valuation techniques. The fair value of the market-based and performance-based share awards and warrants are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments may include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates, future exercise behaviors, and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
Mineral reserve estimates
The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, "Standards of Disclosure for Mineral Projects", issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company's control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management's assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company's financial position and results of operation.
Commitments and contingencies
Refer to Notes 8, 9, 10, and 11 of the Company's interim unaudited condensed consolidated financial statements for the three months ended March 31, 2025.
The Company's exploration and evaluation activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations.
During 2023 flow-through common shares were issued in the amount of $5,058,822, and as a result the Company fulfilled the $5,058,822 on eligible exploration expenses before December 31, 2024. During 2024, there were no flow-through common shares issued and in the three months ended March 31, 2025, there were no flow-through common shares issued.
The Company has indemnified the subscribers of current and previous flow-through share offerings against any tax related amounts that become payable by the shareholder as a result of the Company not meeting its expenditure commitments.
The Company has agreed to compensate the Sagkeeng First Nation ("First Nations") for impact of all exploration activities related to certain properties. The Company will pay 4% of expenditures incurred up to $999,999, 2% of expenditures incurred from $1,000,000 to $5,000,000, 1% of expenditures incurred from $5,000,000 to $6,000,000 and 0.6% of expenditures exceeding $6,000,000. Exploration expenditures incurred consist of all activities completed on the ground at the project including but not limited to; geological mapping, prospecting and sampling. line-cutting and geophysical surveys, drilling and environmental work completed at site.
An employment contract between the Company and its President & CEO provides for the following:
a) Upon termination without cause the President is entitled to one month's severance for every year since 1998
MANAGEMENT'S DISCUSSION AND ANALYSIS
to a maximum of twenty-four months, plus a prospective bonus equal to the greater of the last bonus paid to the president or 75% of his then annual salary. In this instance the estimated contingent liability would amount to approximately $750,000.
b) In the event of a change of control, if the President is terminated, or constructively dismissed, within nine months of the change of control the President is entitled to two year’s remuneration plus a prospective bonus equal to the greater of two times the average annual bonus paid to the president or one year’s annual remuneration. In this instance the estimated contingent liability would amount to approximately $850,000.
c) The minimum amount due in one year pursuant to this contract is $275,000.
A contract between the Company and Harris Capital Corporation, for Chief Financial Officer (“CFO”) consulting services, provides for the following:
a) Upon termination without cause the CFO is entitled to six month’s notice. The estimated contingent liability would be $60,000.
b) In the event of a change of control, if the CFO is terminated the CFO is entitled to 12 month’s remuneration. In this instance the estimated contingent liability would be $120,000.
c) The minimum amount due in one year pursuant to this contract is $120,000. The CFO resigned from the Company on January 31, 2025 where no contingent liability that is applicable for this respective contact.
An employment contract between the Company and its Chief Development Officer (“CDO”) provides for the following:
a) Upon termination without cause the CDO is entitled to six month’s notice. In this instance the estimated contingent liability would amount to approximately $125,000.
b) In the event of a change of control, if the CDO is terminated, or constructively dismissed, within six months of the change of control the CDO is entitled to one year’s remuneration. In this instance the estimated contingent liability would be approximately $250,000.
c) The minimum amount due in one year pursuant to this contract is $250,000.
As a triggering event has not occurred, these contingent obligations have not been recorded in these financial statements.
12. FINANCIAL ASSETS, AND OTHER INSTRUMENTS
Financial assets
Initial recognition and measurement
Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either Fair Value through Profit or Loss (“FVPL”) or Fair Value through Other Comprehensive Income (“FVOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.
Subsequent measurement – financial assets at amortized cost
After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.
Subsequent measurement – financial assets at FVOCI
Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.
After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.
Dividends from such investments are recognized in other income in the consolidated statements of earnings (loss) when the right to receive payments is established.
Subsequent measurement – financial assets at FVPL
Financial assets measured at FVPL include financial assets management intends to sell in the short term and any
MANAGEMENT'S DISCUSSION AND ANALYSIS
derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of earnings (loss). The Company's marketable securities are classified as financial assets at FVPL.
Derecognition
A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.
Impairment of financial assets
The Company's only financial assets subject to impairment are other accounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable has been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases, and the decrease can be objectively related to an event occurring after the initial impairment was recognized.
Financial liabilities
Initial recognition and measurement
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable and accrued liabilities and lease obligations, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.
Subsequent measurement – financial liabilities at amortized cost
After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated statements of operations.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of operations.
Credit Risk
The Company's credit risk is primarily attributable to accounts receivable. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to the financial instrument included in amounts receivable is remote.
Liquidity Risk
The Company's main source of liquidity is derived from its common stock issuances. As at March 31, 2025, the Company had current assets of $1,059,752 (December 31, 2024 - $1,477,670) to settle current liabilities of $1,081,951 (December 31, 2024 - $1,345,765). Current liabilities include mill lease obligation of $350,000 (December 31, 2024 - $442,542). All of the Company's financial liabilities have contractual maturities that are subject to normal trade terms.
Interest Rate Risk
The interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company monitors its cash balances and is satisfied with the creditworthiness of its banks. As a result, the Company's exposure to interest rate risk is minimal.
Market Risk
Foreign Currency Risk
The Company's functional and reporting currency is the Canadian dollar, and all expenditures are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.
Price Risk
The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity
MANAGEMENT'S DISCUSSION AND ANALYSIS
prices to determine the appropriate course of action to be taken by the Company. As the Company's properties are in the exploration stage and to date do not contain any identified mineral resources or reserves, the Company does not hedge against commodity price risk.
Sensitivity Analysis
Management’s view with respect to interest rates and foreign exchange risks is as follows:
(i) The Company receives low interest rates on its cash and cash equivalent balances and, as such, the Company does not have significant interest rate risk.
(ii) The Company does not have exposure to foreign exchange risk.
Land access and permitting
The Company is required to obtain permits to conduct exploration and evaluation activities on its properties and part of that process requires consultations with First Nations. In management’s view there is uncertainty concerning the First Nation’s consultation process, and there are risks of permitting delays. The impact of any delays on the Company’s operations is unknown.
Operating Risk
All assets of the Company are either at the exploration or development stage. The Company faces a number of risks to the successful exploration and/or development of its properties. These include the availability of capital, technical risk, permitting risk and environmental risk. There is no certainty the Company will be able to fund or complete the required work in order to build a mine or profitably divest any of its assets. The Company is required to engage with First Nations in order to obtain exploration permits and there is ongoing uncertainty with respect to the permitting process.
13. DISCLOSURE OF OUTSTANDING SHARE DATA
Share Capital
Common Shares
As at March 31, 2025, there were 204,401,164 common shares of the Company outstanding; and this balance remains unchanged as of the date of this report.
Warrants
At March 31, 2025, and the date hereof, there were a total of 12,059,996 warrants outstanding.
Options
At March 31, 2025, and the date hereof, there were a total of 6,955,000 stock options outstanding (2024 – 9,095,000).
Deferred Share Units
At March 31, 2025, and the date hereof, there were 1,675,000 deferred share units of the Company outstanding; 475,000 were exercised into common shares during the year 2024.
Restricted Share Units
At March 31, 2025, and the date hereof, there were 1,600,000 restricted share units outstanding, of which 100,000 are vested.
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS
Directors and officers of the Company
| Robin E. Dunbar | President, Chief Executive Officer, and Director |
|---|---|
| Arif Shivji | Chief Financial Officer |
| Dave Peck | Vice President Exploration |
| Brandon Smith | Chief Development Officer |
| Nadim Wakeam | Corporate Secretary |
| Grant McAdam | Director |
| Thomas Meredith | Director |
| Constantine Karyannopoulos | Director |
| Patrick Murphy | Director |
Dave Peck, P.Geo, is the Qualified Person for Grid Metals Corp. for the purposes of National Instrument 43-101 and has reviewed the technical content of this document.
Additional Information
Additional information about the Company including the financial statements, press releases and other filings are available on the internet at www.sedar.com and additional supplemental information is available on the Company website at www.gridmetalscorp.com
33