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Hi-View Resources Inc. — Management Reports 2026
Jan 31, 2026
48191_rns_2026-01-30_5b16fb10-7c02-424d-b6c6-ec7ad99379a9.pdf
Management Reports
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HI-VIEW RESOURCES INC.
MANAGEMENT DISCUSSION AND ANALYSIS
For the year ended September 30, 2025
The following MD&A of Hi-View Resources Inc. (the “Issuer”) has been prepared by management, in accordance with the requirements of NI 51-102 as of January 30, 2026 and should be read in conjunction with the audited financial statements for the year ended September 30, 2025 and the related notes contained therein which have been prepared under International Financial Reporting Standards (“IFRS”). The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Issuer. The Issuer is not a “Venture Issuer” as defined in NI 51-102.
All financial information in this MD&A has been prepared in accordance with IFRS. All monetary amounts are expressed in Canadian dollars, the presentation and functional currency of the Issuer, unless otherwise indicated.
Overview
The Issuer was incorporated in the Province of British Columbia on June 15, 2021 under the name of “Hi-View Resources Inc.” The Issuer is in the process of exploring mining claims which are held under option and has not yet determined whether or not the optioned properties will contain economically recoverable reserves.
As at September 30, 2025, the Issuer reported working capital deficiency of $278,838 (2024 - $68,004) and may require financing from outside participation to continue exploration and subsequent development of its mining claims under the options and to be able to make payments required under the option agreements. As at September 30, 2025 the Issuer had not yet achieved profitable operations, has accumulated losses of $1,543,765 (2024 - $863,738) since its inception and expects to incur further losses in the development of its business, all of which casts doubt about the Issuer’s ability to continue as a going concern. The Issuer’s ability to continue as a going concern is dependent on continued financial support from its shareholders, the ability of the Issuer to raise equity financing, the attainment of profitable operations and external financings.
Exploration Activities
Area and Location
Lawyers Property
Pursuant to an option agreement with Musk Metals Inc. (the “Lawyers Option”) dated May 27, 2022 and amended June 5, 2023, Zeal has an option to acquire a 100% interest in the Lawyers Group Mineral Property (the “Lawyers Property”) located in the Golden Triangle of northern British Columbia, free and clear of all liens, charges, encumbrances, claims, rights or interest of any person.
Zeal earned the initial 50% interest in the Lawyers Property in May 2024 and now holds the 50% interest directly.
In addition to the above noted cash payments and required issuance of common shares, Zeal was also required to incur minimum exploration expenditures of $25,000 (incurred) towards the completion of a technical report on the Lawyers Property upon execution of the Lawyers Option, and to incur the exploration expenditures required to maintain the underlying claims comprising the Lawyers Property in
good standing (incurred).
The Lawyers Option was amended by that Amendment Agreement dated as of December 18, 2023, which provided that the cash payment of $25,000 due December 31, 2023 was amended to be a cash payment of $10,000 (paid) plus 62,500 shares of the Company (issued). The 25,000 shares due on May 27, 2024 are shares of the Company rather than Zeal.
Zeal earned the initial 50% interest in the Lawyers Property in May 2024 and now holds the 50% interest directly.
Upon earning its initial 50% interest in the Lawyers Property, Zeal may earn an additional 50% undivided interest in the Lawyers Property, to bring its total interest to 100% by making an additional cash payment of $90,000 and issuing an additional 800,000 common shares of the Company. Upon earning a 100% interest in the Lawyers Property, the Lawyers Property will be subject to a 2% Net Smelter Royalty (“NSR”) with 1% of the NSR purchasable by the Company for a cash payment of $1,000,000 to the optionor.
At any time after earning its initial 50% undivided interest in the Lawyers Property, Zeal may elect in writing not to exercise its option to acquire the additional 50% undivided interest in the Lawyers Property. In such case, a joint venture shall deemed to be formed between Zeal and the optionor, the terms of which shall be finalized in a joint venture agreement pursuant to provisions of the initial Lawyers Option.
Should the Lawyers Property achieve an estimate of mineral resources (a “Resource Estimate”) in the measured and indicated category with 250,000-1,000,000 ounces of gold, and provided that Zeal has exercised the Second Option, Zeal will pay to the Optionor $1.00 CAD per ounce of gold in cash, shares or a combination of cash and shares at the Company’s election within 180 days of completion of the Resource Estimate up to a maximum aggregate payment $1,000,000 in cash and/or shares.
On May 7, 2025, the Company acquired 100% of additional claims in the Lawyers area in British Columbia. The Company issued 50,000 common shares with a value of $10,000 and made cash payment of $644.
During the year ended September 30, 2025, following earning its initial 50% interest in the Lawyers Property, Zeal acquired an additional 50% undivided interest in the Lawyers Property, to bring its total interest to 100% by making an additional cash payment of $90,000 and issuing an additional 800,000 common shares of the Company with a value of $108,000.
Golden Stranger Property
Pursuant to an option agreement (the “Golden Stranger Agreement”) dated July 14, 2022 and amended April 11, 2023 July 12, 2023, May 27, 2024, June 18, 2024 and November 18, 2024, Zeal has an option to acquire a 100% interest in the Golden Stranger Property located in the Golden Horseshoe, Toodoggone Gold District of British Columbia, free and clear of all liens, charges, encumbrances, claims, rights or interest of any person.
The optionor of the Golden Stranger Property agreed with Zeal and the Company, that although the Golden Stranger Agreement initially provided that shares to be issued were to be Zeal shares, the 93,750 shares to be issued by July 14, 2023 (issued), and the 31,250 shares by December 31, 2023 (issued) would be shares of the Company. The Company amended the agreement on July 14, 2025, such that the 1,000,000 shares will not be issued and $1 cash consideration would be paid instead.
Upon earning a 100% interest, the Golden Stranger Property will be subject to a 2% NSR with 1% of the NSR purchasable by Zeal for a cash payment of $1,000,000 to the optionor.
Eagle’s Nest Property
On December 17, 2024, the Company acquired a 100% interest in the Babine Copper Gold claims located in the Babine Copper-Gold district of central British Columbia directly through staking the claims at a total cost of $10,000.
During the year ended September 30, 2025, the Company wrote off its Eagle’s Nest Property as no
exploration programs have been planned for the near future. Accordingly, an impairment loss of $11,926 was recognized to profit or loss.
Borealis Property
On August 27, 2025, the Company acquired a 100% interest in the Borealis Property in British Columbia. The Company made cash payment of $500,000 and issued 3,500,000 common shares subject to the following trading restrictions:
| Number of Consideration Shares | Expiry of Trading Restriction |
|---|---|
| 1,050,000 shares | Four months after Closing Date |
| 350,000 shares | Five months after Closing Date |
| 350,000 shares | Six months after Closing Date |
| 350,000 shares | Seven months after Closing Date |
| 350,000 shares | Eight months after Closing Date |
| 350,000 shares | Nine months after Closing Date |
| 350,000 shares | Ten months after Closing Date |
| 350,000 shares | Eleven months after Closing Date |
| 3,500,000 shares |
The share consideration is valued at $671,749 valued using the August 27, 2025 closing price of the Company with a discount applied for lack of marketability ("DLOM") resulting from the resale restrictions calculated using the Finnerty model.
In addition, the Company agrees to make a bonus payment on closing of the sale of the Borealis Property under the following terms:
| Transaction value | Cash Payment |
|---|---|
| $ | |
| Less than $10,000,000 | 500,000 |
| Between $10,000,000 and $20,000,000 | 1,000,000 |
| Greater than $20,000,000 | 1,500,000 |
In addition, the Company agreed to issue 588,095 common shares with a value of $147,024 as a finders fee. These shares were issued subsequent to September 30, 2025.
Saunders Property
On August 11, 2025, the Company entered into a mineral property purchase and sale agreement with Eagle Plains Resources Ltd. whereby the Company acquired the properties for aggregate consideration consisting of cash of $70,000, the issuance of 350,000 common shares of the Company with a fair value of $56,000, and the grant of a net smelter returns royalty ("NSR Royalty"). Of the cash consideration, $20,000 was paid during the year ended September 30, 2025, and the remaining $50,000 was accrued as at September 30, 2025. The NSR Royalty represents a 3.0% net smelter returns royalty on the properties granted, of which 2.0% is purchasable by the Company for a cash payment of $2,500,000.
Ben Property
During the year ended September 30, 2025, the Company acquired a 100% interest in a group of mineral claims comprising the Ben Property located in British Columbia for consideration consisting of the issuance of 87,500 common shares with a fair value of $17,250 and a cash payment of $1,564.
Harmon Peak Property
On September 26, 2025, the Company acquired a 100% interest in the Harmon Peak property in British Columbia. The Company is required to issued 100,000 common shares (issued October 2025) and make cash payment of $10,000 by November 15, 2025.
Upon earning a 100% interest, the Property will be subject to a 2% NSR with 1% of the NSR purchasable
by the Company for a cash payment of $1,000,000 to the optionor.
Northern Property
Pursuant to an option agreement (the "Northern Option") dated August 20, 2025, the Company has an option to acquire a 100% interest in the Northern Property (the "Northern Property") located in the Golden Triangle of northern British Columbia.
The Company can earn an 100% undivided interest in the property by issuing 555,555 common shares (issued) and making total cash payment of $350,000 ($75,000 has been paid).
In addition, on the first anniversary date, the Company agrees to issuance $100,000 of shares at a deemed price equal to the greater of $0.15 per share or the volume weighted average closing price of the Common shares for the 15 days prior to the date of issuance.
Upon earning a 100% interest, the Property will be subject to a 2% NSR with 1% of the NSR purchasable by the Company for a cash payment of $1,500,000 to the optionor.
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A continuity of the Company’s exploration and evaluation asset is as follows:
| Saunders | Lawyers | Golden Stranger | Eagle’s Nest | Borealis | Ben | Northern | Hydrogen | Ket 28 | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Acquisition costs: | ||||||||||
| Balance, September 30, 2023 | - | 66,000 | 892,721 | - | - | - | - | - | - | 958,721 |
| Additions | - | 58,500 | 40,000 | - | - | - | - | - | - | 98,500 |
| Balance, September 30, 2024 | - | 124,500 | 932,721 | - | - | - | - | - | - | 1,057,221 |
| Additions | 126,000 | 208,644 | 46,250 | 10,000 | 1,382,024 | 18,814 | 240,343 | 3,465 | - | 2,035,540 |
| Write-off of exploration and evaluation costs | - | - | - | (10,000) | - | - | - | - | - | (10,000) |
| Balance, September 30, 2025 | 126,000 | 333,144 | 978,971 | - | 1,382,024 | 18,814 | 240,343 | 3,465 | - | 3,082,761 |
| Deferred exploration expenditures: | ||||||||||
| Balance, September 30, 2023 | - | - | 75,391 | - | - | - | - | - | - | 75,391 |
| Geological | - | - | 38,312 | - | - | - | - | - | - | 38,312 |
| Travel | - | - | 7,000 | - | - | - | - | - | - | 7,000 |
| Transportation | - | - | 4,208 | - | - | - | - | - | - | 4,208 |
| Cost recovery – BCMETC | - | - | (22,617) | - | - | - | - | - | (8,829) | (31,446) |
| Recovery exploration and evaluation costs | - | - | - | - | - | - | - | - | 8,829 | 8,829 |
| Balance, September 30, 2024 | - | - | 102,294 | - | - | - | - | - | - | 102,294 |
| Geological | - | - | 330,761 | 1,926 | - | - | - | - | - | 332,687 |
| Cost recovery – BCMETC | - | - | (14,856) | - | - | - | - | - | - | (14,856) |
| Write-off of exploration and evaluation costs | - | - | - | (1,926) | (1,926) | |||||
| Balance, September 30, 2025 | - | - | 418,200 | - | - | - | - | - | - | 418,200 |
| Total exploration and evaluation assets, September 30, 2024 | - | 124,500 | 1,035,015 | - | - | - | - | - | - | 1,159,515 |
| Total exploration and evaluation assets, September 30, 2025 | 126,000 | 333,144 | 1,397,171 | - | 1,382,024 | 18,814 | 240,343 | 3,465 | - | 3,500,960 |
Summary of Quarterly Results
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Revenue | $ | $ | $ | $ |
| Loss for the period | Nil | Nil | Nil | Nil |
| Deficit | (304,108) | (176,533) | (163,431) | (35,955) |
| (1,543,765) | (1,239,656) | (1,063,123) | (899,693) | |
| Loss Per Share (Basic & Diluted) | (0.04) | (0.04) | (0.03) | (0.01) |
| Current assets | 313,429 | 489,737 | 127,472 | 74,780 |
| Total assets | 3,814,389 | 1,685,793 | 1,310,029 | 1,256,952 |
| Total liabilities | 592,267 | 273,336 | 214,539 | 101,396 |
| September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
| Revenue | $ | $ | $ | $ |
| Loss for the period | Nil | Nil | Nil | Nil |
| Deficit | (50,612) | (84,932) | (38,483) | (50,282) |
| (863,738) | (813,019) | (728,087) | (689,711) | |
| Loss Per Share (Basic & Diluted) | (0.02) | (0.03) | (0.01) | (0.02) |
| Current assets | 49,333 | 110,915 | 67,317 | 97,008 |
| Total assets | 1,208,848 | 1,250,565 | 1,147,855 | 1,177,263 |
| Total liabilities | 117,337 | 101,157 | 87,744 | 81,332 |
Liquidity and Capital Resources
As at September 30, 2025, the Issuer had working capital deficiency of $278,838 (2024 - $68,004) and an accumulated deficit of $1,543,765 (2024 - $863,738). The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") on an ongoing basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The continuation of the Issuer is dependent upon the financial support of creditors and stockholders, refinancing debts payable, obtaining additional long-term debt or equity financing, as well as achieving and maintaining a profitable level of operations. The Issuer believes it will require additional working capital to meet operating and exploration costs for the upcoming year.
During the year ended September 30, 2025, the Issuer completed the following transactions:
On July 24, 2025, the Company issued 800,000 common shares with a fair value of $108,000 pursuant to the Lawyers property claim option agreement.
On August 1, 2025, the Company completed a non-brokered private placement of 3,444,485 units for gross proceeds of $361,671. Each unit consists of one flow-through common share and one-half common share purchase warrant that enables the holder to purchase an additional common share of the Company for $0.30 per share. The warrants expire 36 months after issuance. The warrants were valued at $16,491.
On August 1, 2025, the Company issued 50,000 common shares with a fair value of $6,750 pursuant to the Ben property acquisition.
On August 8, 2025, the Company completed a non-brokered private placement of 761,905 units for gross proceeds of $80,000. Each unit consists of one flow-through common share and one-half common share purchase warrant that enables the holder to purchase an additional common share of the Company for $0.30 per share. The warrants expire 36 months after issuance. The placement was completed subsequent to June 30, 2025. The warrants were valued at $10,473.
On August 26, 2025, the Company issued 350,000 common shares with a fair value of $56,000 pursuant to
the Saunders property acquisition.
On September 23, 2025, the Company issued 3,500,000 common shares with a fair value of $735,000 pursuant to the Borealis property acquisition.
On September 23, 2025, the Company issued 555,555 common shares with a fair value of $165,343 pursuant to the Northern property acquisition.
On June 25, 2025, the Company issued 4,800,000 units (the "Units") at $0.10 per unit for proceeds of $480,000. The Units consist of one common share of the Company and one common share purchase warrant ("Warrant"). The Warrants issued entitle the holder to purchase one additional common share of the Company at $0.12 per share on or before June 25, 2028.
On March 3, 2025, the Company issued 12,500 common shares at a fair value of $5,500 per share pursuant to the Ben Claims Property Option Agreement.
On May 23, 2025, the Company issued 25,000 common shares at a fair value of $5,000 pursuant to the Ben Claims Property Purchase Agreement and subsequently issued 50,000 common shares at a fair value of $10,000 pursuant to the Lawyers Claims Property Purchase Agreement.
On February 20, 2025, the Company issued 80,000 common shares at $0.40 per share for proceeds of $32,000 pursuant to the exercise of share purchase warrants.
On February 14, 2025, the Company issued 125,000 common shares at $0.40 per share for proceeds of $50,000 pursuant to the exercise of share purchase warrants.
On February 12, 2025, the Company issued 25,000 common shares at $0.40 per share for proceeds of $10,000 pursuant to the exercise of share purchase warrants.
On February 5, 2025, the Company issued 12,784 common shares at $0.40 per share for proceeds of $5,114 pursuant to the exercise of share purchase warrants.
On November 20, 2024, the Company issued 31,250 common shares at a fair value of $6,250 per share pursuant to the Golden Stranger Property Option Agreement.
On November 15, 2024, the Company issued 625,000 units (the "Units") at $0.16 per unit for proceeds of $100,000. The Units consist of one common share of the Company and one common share purchase warrant ("Warrant"). The Warrants issued entitle the holder to purchase one additional common share of the Company at $0.40 per share on or before November 15, 2026.
During the year ended September 30, 2025, the Company incurred share issuance costs of $33,565 including cash payment of $734 and issuance of finders warrants with a value of $32,831.
During the year ended September 30, 2024, the Issuer completed the following transactions:
On June 25, 2024, the Company issued 93,750 common shares at a fair value of $0.20 per share pursuant to the Golden Stranger Property Option Agreement.
On June 11, 2024, the Company issued 93,750 units (the "Units") at $0.176 per unit for proceeds of $16,500. The Units consist of one common share of the Company and one common share purchase warrant ("Warrant"). The Warrants issued entitle the holder to purchase one additional common share of the Company at $0.05 per share on or before June 11, 2026. Using the residual method, no amount was allocated to the warrant.
On May 27, 2024, the Company issued 25,000 common shares at a fair value of $0.24 per share pursuant to the Lawyers Property Option Agreement.
On May 27, 2024, the Company issued 605,181 units (the "Units") at $0.176 per unit for proceeds of $106,512. The Units consist of one common share of the Company and one common share purchase warrant ("Warrant"). The Warrants issued entitle the holder to purchase one additional common share of the Company
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at $0.05 per share on or before May 24, 2026. The Company paid a cash finder’s fees of $6,832 to a qualified finder. The Company also issued 38,818 warrants to the finder. The Warrants issued entitle the holder to purchase one additional common share of the Company at $0.40 per share on or before May 24, 2026. The fair value of finder’s warrants was estimated at $5,839 using the Black-Scholes Option Pricing Model with the following assumptions: i) exercise price per warrant $0.05; ii) expected share price volatility of 264%; iii) risk free interest rate of 4.24%; iv) no dividend yield, v) expected life of 2.0 years and vi) fully vested on grant.
On November 30, 2023, the Company issued 107,031 common shares at $0.40 per share for a total of $42,812 relating to the termination of several consulting, management and related agreements and settlement of the related debt and other debts.
On December 19, 2023, the Company issued 31,250 common shares at a fair value of $0.28 per share pursuant to the Golden Stranger Property Option Agreement.
On December 20, 2023, the Company issued 62,500 common shares at a fair value of $0.28 per share pursuant to the Lawyers Property Option Agreement.
Cash Flow Analysis
Operating Activities
During the year ended September 30, 2025, cash used in operating activities was $372,179 (2024 - $104,982).
Financing Activities
During the year ended September 30, 2025, cash generated by financing activities was $1,573,771 (2024 - $116,180).
Investing Activities
During the year ended September 30, 2025, cash used in investing activities was $1,062,251 (2024 - $73,268).
Contractual Obligations
Lawyers Property
Upon earning a 100% interest in the Lawyers Property, the Lawyers Property will be subject to a 2% Net Smelter Royalty (“NSR”) with 1% of the NSR purchasable by the Company for a cash payment of $1,000,000 to the optionor.
Golden Stranger Property
Upon earning a 100% interest, the Golden Stranger Property will be subject to a 2% NSR with 1% of the NSR purchasable by Zeal for a cash payment of $1,000,000 to the optionor.
Borealis Property
The Company has agreed to make bonus payments on the sale of the property under the following terms:
| Transaction value | Cash Payment |
|---|---|
| $ | |
| Less than $10,000,000 | 500,000 |
| Between $10,000,000 and $20,000,000 | 1,000,000 |
| Greater than $20,000,000 | 1,500,000 |
In addition, the Company agreed to issue 588,095 common shares with a value of $147,024 as a finders fee. These shares were issued subsequent to September 30, 2025.
Saunders Property
The Property is subject to a 3% NSR with 2% of the NSR purchasable by the Company for a cash payment of $2,500,000 to the optionor.
Harmon Peak Property
On September 26, 2025, the Company acquired a 100% interest in the Harmon Peak property in British Columbia. The Company is required to issue 100,000 common shares (issued October 2025) and make cash payment of $10,000 by November 15, 2025.
Upon earning a 100% interest, the Property will be subject to a 2% NSR with 1% of the NSR purchasable by the Company for a cash payment of $1,000,000 to the optionor.
Northern Property
The Company is required to make additional cash payments in fiscal 2026 of $275,000 to earn 100% undivided interest in the property. In addition, on the first anniversary date, the Company agrees to issuance $100,000 of shares at a deemed price equal to the greater of $0.15 per share or the volume weighted average closing price of the Common shares for the 15 days prior to the date of issuance.
Upon earning a 100% interest, the Property will be subject to a 2% NSR with 1% of the NSR purchasable by the Company for a cash payment of $1,500,000 to the optionor.
Related Party Transactions
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
The Company entered into the following transactions with related parties:
| For the year ended September 30, 2025 | For the year ended September 30, 2024 | |
|---|---|---|
| $ | $ | |
| Director's fees paid to a company controlled by a director | 30,000 | 30,000 |
| Management fees paid to a company controlled by the President | 30,000 | 30,000 |
| Management fees paid by a company controlled by the former CFO | 22,484 | 30,000 |
| Consulting fees paid by a company controlled by the CEO | 100,000 | - |
| Management fees paid to a company controlled by a former director | 10,000 | - |
| Management fees paid to a company controlled by the CFO | 25,000 | - |
| Share-based compensation | 29,114 | |
| 217,484 | 119,114 |
Included in accounts payable is $187,151 (2024 - $47,460) due to directors and officers. These amounts are unsecured, non-interest bearing and due on demand.
During the year, the company settled debts with the former CEO, a company controlled by the former CEO and another company controlled by a director in the amount totaling nil (2024 - $14,688) through issuance of shares.
During the year, the former CFO of the company subscribed 31,250 (2024 - 31,250) units (the "Units") of the company at a price of $0.16 (2024 - $0.176) for proceed of $5,000 (2024 - $5,500). The Units consist of one common share of the Company and one common share purchase warrant ("Warrant").
During the year, the CFO of the company subscribed 285,714 (2024 - nil) units (the "Units") of the company at a price of $0.105 (2024 - nil) for proceed of $30,000 (2024 - nil). The Units consist of one common share
of the Company and one common share purchase warrant ("Warrant").
During the year, a former Director of the company subscribed 20,000 (2024 - nil) units (the "Units") of the company at a price of $0.105 (2024 - nil) for proceed of $2,100 (2024 - nil). The Units consist of one common share of the Company and one common share purchase warrant ("Warrant").
During the year, the CEO of the company subscribed 729,310 (2024 - nil) units (the "Units") of the company at a price of $0.16 and $0.105 (2024 - nil) for aggregate proceeds of $80,015 (2024 - nil). The Units consist of one common share of the Company and one common share purchase warrant ("Warrant").
Risks and Uncertainties
The Issuer is engaged in the acquisition and exploration of mining claims. These activities involve significant risks which careful evaluation, experience and knowledge may not, in some cases eliminate the risk involved. The commercial viability of any material deposit depends on many factors not all of which are within the control of management. Some of the factors that affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure, land use, environmental protection and reclamation and closure obligations, have an impact on the economic viability of a mineral deposit.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Annual losses are expected to continue until the Issuer has an interest in a mineral property that produces revenues. The Issuer's ability to continue its operations and to realize assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and generating revenues sufficient to cover its operating costs. The Issuer's financial statements do not give effect to any adjustments which would be necessary should the Issuer be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements.
Any forward-looking information in this MD&A is based on the conclusions of management. The Issuer cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the Issuer's operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the Issuer and other factors.
Capital risk management
The Issuer's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Issuer includes shareholders' equity, comprised of issued share capital, contributed surplus and deficit, in the definition of capital.
The Issuer's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to further exploration on its properties. To secure the additional capital necessary to pursue these plans, the Issuer will attempt to raise additional funds through the issuance of equity, debt or by securing strategic partners.
The Issuer is not subject to externally imposed capital requirements. The Issuer's financial instruments and risk exposures are summarized below.
Currency risk
Foreign exchange risk arises from purchase transactions as well as recognized financial assets and liabilities denominated in foreign currencies. The Issuer's functional and presentation currency is the Canadian dollar.
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Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Issuer is exposed to credit risk with respect to its cash. The Issuer reduces its credit risk by maintaining its primary bank accounts at large financial institutions.
Liquidity risk
Liquidity risk is the risk that the Issuer will not be able to meet its obligations as they fall due. The Issuer manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is also actively involved in the review and approval of planned expenditures.
As at September 30, 2025, the Issuer had working capital deficiency of $278,838 (2024 - $68,004).
The Issuer has liquidity risk and is dependent on raising additional capital to fund exploration and operations.
Fair Value risk
Fair value represents the amounts at which a financial instrument could be exchanged between willing parties, based on current markets for instruments with the same risk, principal and remaining maturity. Fair value estimates are based on quoted market values and other valuation methods.
The carrying values of cash, and accounts payable and accrued liabilities approximate fair values due to the relatively short-term maturities of these instruments.
FAIR VALUE HIERARCHY
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 values of cash are measured based on level 1 inputs of the fair value hierarchy.
Outstanding Shares, Stock Options and Warrants
As at the date of this MD&A, the Issuer had the following outstanding share data:
| Number | |
|---|---|
| Common shares | 30,754,908 |
| Share purchase warrants | 7,746,864 |
| Stock options | 212,500 |
Off-Balance Sheet Arrangements
The Issuer has no off-balance sheet arrangements.
Proposed Transactions
The Issuer has no proposed transactions.
Significant Accounting Policies
Restoration liabilities
The Issuer recognizes the fair value of restoration liabilities related to statutory, contractual or legal obligations associated with the retirement of mining claims in the year in which it is incurred when a reasonable estimate of fair value can be made, in which case the carrying amount of the related mining claim is increased by the same amount as the net present value of the restoration liability. Discount rates
using a pre-tax rate that reflects the time value of money are used to calculate the net present value. The Issuer's estimates of such costs could change as a result of changes in regulatory requirements and assumptions regarding the amount and timing of the future expenditures and changes in the net present value.
Acquisition, exploration and evaluation expenditures
The Issuer is in the exploration stage with respect to its investment in exploration properties and follows the practice of capitalizing all costs relating to the acquisition of its interest in properties excluding mining lease agreements. All exploration and development expenditures are expensed in the period incurred.
Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. The aggregate acquisition costs related to abandoned mineral properties are charged to income at the time of any abandonment or when it has been determined that there is evidence of permanent impairment.
An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farmout of the property result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.
The recoverability of amounts shown for interest in exploration properties is dependent upon the discovery of economically recoverable reserves, the ability of the Issuer to obtain financing to complete development of the properties, and on future production or proceeds of disposition.
The Issuer recognizes in income costs recovered on exploration properties when amounts received or receivable are in excess of the carrying amount.
All capitalized acquisition costs of interests in properties are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that the capitalized acquisition cost is not expected to be recovered, it is charged to the results of operations. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.
Share Capital
Common Shares are classified as equity. Transaction costs directly attributable to the issue of Common Shares and share options are recognized as a deduction from equity, net of any tax effects.
Income/Loss per share
The Issuer presents basic and diluted income/loss per share data for its Common Shares, calculated by dividing the income/loss attributed to common shareholders of the Issuer by the weighted average number of Common Shares outstanding during the period. Diluted income/loss per share does not adjust the income/loss attributed to the common shareholders or the weighted average number of Common Shares outstanding when the effect is anti-dilutive.
Provisions
A provision is recognized in the statements of financial position when the Issuer has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The Issuer has recorded no provisions at December 31, 2023.
Income Taxes
Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
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Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Issuer intends to settle its current tax assets and liabilities on a net basis.
Financial instruments
Financial instruments are accounted for in accordance with IFRS 9, "Financial Instruments: Classification and Measurement". A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVTOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVTOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership.
The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash is measured at FVTPL.
Receivables are measured at amortized cost.
Impairment of financial assets
IFRS 9 uses the expected credit loss ("ECL") model. The credit loss model groups receivables based on similar credit risk characteristics and days past due in order to estimate bad debts. The ECL model applies to the Company's receivables.
Impairment
An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.
In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to
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the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Financial liabilities
Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Trade payables are classified under other financial liabilities and carried on the statement of financial position fair value through profit or loss.
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit and loss.
Foreign currency translation
Foreign currency transactions are initially recorded in the functional currency at the transaction date exchange rate. At closing date, monetary assets and monetary liabilities denominated in a foreign currency are translated into the functional currency at the closing date exchange rate.
Non-monetary items measured at historical cost are translated using the historical exchange rate. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
Related Party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Critical Accounting Estimates
The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual reports could differ from management's estimates.
Information regarding significant areas of estimation, uncertainty and critical judgements made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are the following:
Share-based payments
Judgment is applied in determining the share price to be assigned to shares issued to enter into mining lease agreements.
Recovery of deferred tax assets
Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the probability that the Issuer will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction.
Additionally, future changes in tax laws in the jurisdictions in which the Issuer operates could limit the ability of the Issuer to obtain tax deductions in future periods.
Determination of functional currency
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In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, management determined that the functional currency of the Issuer and its subsidiary is the Canadian dollar.
Other significant accounting estimates include the amounts accrued for restoration liabilities.
Internal Controls Over Financial Reporting
Changes in Internal Control over Financial Reporting ("ICFR")
In connection with National Instrument 52-109, Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109") adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Issuer will file a Venture Issuer Basic Certificate with respect to financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective Management's Discussion and Analysis. The Venture Issue Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI52-109.
Management's Responsibility for Financial Statements
The information provided in this MD&A, including the financial statements, is the responsibility of management. In the preparation of financial statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the financial statements.
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