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Iconic Minerals Ltd. — Management Reports 2026
Apr 24, 2026
43048_rns_2026-04-24_15596303-cc64-469f-aa3a-d2d9c08192b0.pdf
Management Reports
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ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
Dated: April 24, 2026
OVERVIEW
The following management discussion and analysis ("MDA") of the financial position of Iconic Minerals Ltd. ("Company") and results of operations should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2025 and the unaudited condensed consolidated interim financial statements for the six months ended February 28, 2026. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. The financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.
Except as described in Note 2 to the Financial Statements, the accounting policies in these condensed consolidated interim financial statements are the same as those applied in the Company's financial statement for the year ended August 31, 2025.
Additional information related to the Company is available for view on SEDAR* at www.sedarplus.ca, on the Company's website at www.iconicmineralsltd.com, or by requesting further information from the Company's head office in Vancouver.
FORWARD LOOKING STATEMENTS
Information contained in this MDA that is not historical fact may be considered "forward looking statements". These forward looking statements sometimes include words to the effect that management believes or expects a stated condition or result. All estimates and statements that describe the Company's objectives, goals or plans are forward looking statements. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors, including such variables as new information regarding recoverable reserves, changes in commodity demand and prices, legislative, environmental and other regulatory or political changes, competition in areas where the Company operates, and other factors discussed herein. Readers are cautioned not to place undue reliance on this forward looking information.
DESCRIPTION OF BUSINESS
Iconic Minerals Ltd. (TSX-V: ICM) is a mineral exploration company focused on acquiring and exploring gold and lithium properties in Nevada and Canada leading to NI43-101 compliant mineral resources in the near term. Although its Canadian properties were impaired in prior fiscal years, the Company continues to investigate new Canadian properties to acquire and explore.
The Company holds highly prospective gold exploration properties in Nevada with the potential to host both Carlin-type and Round Mountain style gold/silver deposits. The Company, through option agreements, has acquired 50% interests in the New Pass and Midas South properties located in Nevada.
In October 2016, the Company entered into an option agreement to acquire a 100% interest in placer mining claims acres in the Smith Creek property located in Nevada.
In January 2018 the Company entered into an exclusive definitive licensing agreement with St-Georges Eco-Mining Corp. ("St-Georges") to utilize its proprietary lithium extraction, purification and processing technology.
The Agreement grants the Company the exclusive right to a site license within the state Nevada, to use St-Georges' proprietary and related technology, products, patents and future improvements for the purpose of extracting, processing and selling lithium. Pursuant to the Agreement, St-Georges has agreed to provide engineering and technical services on all licensed production sites.
In consideration for the licensing rights, the Company has agreed to issue St-Georges a total of 5,000,000 common shares in its capital stock in stages over a 36 months period, subject to performance benchmarks outlined below:
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
- 2,000,000 common shares upon Stage 1 Benchmark completion: which is defined by the delivery of an independent laboratory report currently commissioned by St-Georges, indicating positive viable lithium recoveries; (In July 2019, 2,000,000 common shares valued at $234,000 were issued to St-Georges.)
- 1,500,000 shares upon Stage 2 Benchmark completion: which is defined by independent report describing results of initial pilot mining operations and the processing of a minimum of one metric ton in a simulated industrial environment; and
- 1,500,000 shares upon Stage 3 Benchmark completion: which is defined by the reception of a Preliminary Economical Assessment Report or at commercialization decision or the third-year anniversary mark of this Agreement assuming other issuance have been completed.
The Company has agreed to pay a Net Revenue Interest Royalty (NRI) of 5% on all minerals produced and sold on all production sites licensed with St-Georges' technologies. The Company is entitled to receive 20% of royalties received by SX from other operations within a specified area.
During the year ended August 31, 2025, research and development in the Bonnie Claire project was paused initially due to permitting delays barring St-Georges from receiving further materials. The parties have agreed to pause research indefinitely after the transaction between Nevada Lithium and the Company on Bonnie Claire project. During the year ended August 31, 2025, the Company revalued the performance shares issuable to $nil.
In August 2023, the Company entered into a letter of intent with a related party to acquire a 100% interest in the Grass Valley lithium property located in Lander County, Nevada.
In March 2024, the Company filed an amended NI 43-101 technical reports for the Smith Creek and Grass Valley lithium properties. Work to date indicates that both projects have high potential to host lithium brine. A drill program in 2024 targeted those deeper brine zones.
UNITED STATES
Lithium Project, Nevada
Smith Creek
In October 2016, the Company entered into a lithium property option agreement with a company related via a common director (Richard Kern, CEO) to acquire a 100% interest in placer mining claims acres in Nevada. The Company has an option to acquire a 100% interest in the property by: (a) reimbursing the vendor for all documented expenses, not to exceed US$40,000; (b) expending initial and annual claim filing fees and expenses being, US $133,100, and (c) also expending for exploration in the first year US$200,000 (Partially unexpended), second year US$500,000, third year US$500,000 and fourth year US$1,000,000, totaling US$2,000,000. The next claims fees of approximately US$27,322 are due in August 2026.
In March, 2017, the company completed an interpretation of the Magneto Telluric (MT) geophysical survey. The Survey was conducted along the long axes of the valley to determine the presence and the extent of the brine. The survey identified two probable brines. There is a thin, near surface anomaly that correlates with brine drilled by the USGS in a 1989 hydrology study of the basin. The USGS did not include an analysis of lithium within this study. The Survey also identified a deeper probable brine averaging 400 meters in interpreted thickness, which dips gently to the south and extends beyond the Survey to the north. The top layer of this brine anomaly occurs 200-500 meters below the surface. There were two major interpreted faults identified also.
In June 2021, the Company initiated permitting its Smith Creek Lithium property for drilling. The Notice of Intent permitted the drilling of 5 RC holes to a depth of 122 meters. These holes are designed to test the sediments and ground waters for lithium. All proposed holes are on a mud flat devoid of vegetation which should limit environmental concerns and provide easy access.
In May 2023, the Company completed a new MT survey. The 7 lines interpreted by Fritz Geophysics, revealed a low resistivity zone roughly 1000 feet (305 meters) below surface that may indicate a brine system or salty sediments.
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
This was the target of the MT survey, and the spatial definition of this large, low resistivity layer is now much better understood. In several MT sections, the lower resistivity target is interpreted to be at least 700 feet (213 meters) thick.
In response to the encouraging results of the MT survey, the claim block at Smith Creek increased to 818 claims, and now covers an area of roughly 26 square miles (67 square kilometers). While the new MT lines have enhanced understanding of the low resistivity zone's extents and properties, additional MT, along with other geophysical methods including active or passive seismic, are being evaluated to better define the target.
As at February 28, 2026, the Company recorded a reclamation bond of US$19,209 (August 31, 2025 - US$19,209).
Grass Valley
On August 19, 2023, the Company signed a letter of intent with a party related by virtue of a common director to acquire 100% interest in the Grass Valley lithium property located in Lander County, Nevada from a company related to the Company by a common director. The property is subject to 3% NSR. The Company has the option to reduce the NSR to 2% for a cash payment of US$1,000,000.
In consideration of the option, the Company will commit to exploration expenditures of US$200,000 in 12 months.
The Grass Valley lithium property comprises 997 claims, and it is approximately 64 kilometers long and 29 kilometers wide. Geochemical sampling of sediments returned highly anomalous lithium values up to 510 ppm. An NI 43-101 technical report was completed in January 2022 on the property and approximately US$1,086,663 has been spent to date on exploration and development of the property, which included drilling and Magneto telluric (MT) Surveys.
The next claims fees of approximately US$14,542 are due in August 2026.
Gold Project, Nevada
New Pass
In April 2006 the Company received a mineral resource report on the New Pass property compiled by Sam S. Arentz III, P.E. of Sierra Environmental Engineers, Inc., Reno, Nevada. The report was prepared using NI 43-101 guidelines and standards and is identified as an addendum to the NI 43-101 report filed on SEDAR.
According to the Arentz report the New Pass property contains an Inferred Mineral Resource of 11.5 million tons (10.5 million tonnes) averaging 0.0226 oz/t (0.78 g/t) gold and 0.2214 oz/t (7.59 g/t) silver. This is equivalent to approximately 260,000 ounces of gold and 2.546 million ounces of silver. The shallow and largely oxidized nature of the resource indicates it may be amenable to open pit heap-leach mining methods.
On September 8, 2010, the Company filed an NI 43-101 technical report which included updated information on all of the drilling since the 2006 resource report. A Plan of Operation was granted in July 2009 and bonded in November 2009. In June 2013, the Company announced the results of the 11 holes exploration program completed at the New Pass property.
During fiscal 2016 the Company impaired the New Pass property to a nominal value, but continues to hold the rights to further explore this property. The next claims fees of approximately US$10,000 are due in August 2026.
On May 3, 2024, the Company entered into a property option agreement with Gold Basin Resources Corporation (TSXV: GXX) ("Gold Basin"), whereby Gold Basin can acquire from the Company and its wholly owned subsidiary a 50% interest in and to the New Pass gold property, which consisting of 107 unpatented mineral claims.
Pursuant to the option agreement, the Company granted to Gold Basin the exclusive option to acquire an undivided 50% right, title and interest in and to the unpatented mineral claims comprising the property, in consideration of the payment of an aggregate of $750,000 in cash and the delivery of an aggregate of $750,000 in common shares in the capital of Gold Basin.
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
In February 2025, the option agreement was terminated as Gold Basin failed to deliver upon the option exercise conditions as was required.
In May 2025, the Company re-initiated an exploration program on New Pass property. The exploration plan primary focus is infrastructure and drilling, followed by advanced metallurgy. In 2021 an extensive IP survey identified several oxidation zones anomalies located north, south and up dip of the defined mineralized zone. The exploration plan will test these anomalies. A total of 38 angled RC holes will be drilled to test extensions up-dip (east) and to the north and south of the current resource where mineralization occurs at the surface. Upon the completion of the drilling and advanced metallurgical program, a new NI 43-101 technical resource report would be generated. The exploration program is expected to cost approximately US$1,000,000.
On April 1, 2026, the Company's wholly owned subsidiary entered into a formal joint venture agreement with McEwen Mining Inc. to advance the New Pass gold property in Nevada, USA. The agreement formalizes a 50% and 50% joint venture on the property. The parties will fund exploration and other joint venture expenditures on the property in proportion to their respective participating interests. A party's participating interest will be subject to dilution in the event it does not fund its share of approved expenditures. A management committee will be established to determine overall policies, objectives, procedures, methods and actions under the joint venture agreement. The Company will initially act as the manager of the joint venture.
Midas South
The Midas South (previously Squaw Creek) property is located in the Ivanhoe Mining District, four miles northwest of the Hollister Deposit and is 15 miles southeast of the Ken Snyder Deposit in the Midas Mining District. Both the Ivanhoe Mining District and the Midas Mining District lie on the northwest strike projection of the Carlin Trend and within the Northern Nevada Rift. The Midas Mining District lies at the northwest end of a line of gold deposits, which extends to the southeast to the Rain deposit, south of Carlin. The property is a joint venture with McEwen Mining Inc. (Formerly White Knight Resources Ltd.).
According to the NI 43-101 report on the property, strongly anomalous gold mineralization has been consistently intersected in drill holes over an area 3 miles long by 1 mile wide. The Company conducted a geophysics survey of the property and a 3 holes deep core drilling program. The primary target is a high-grade vein deposit like the Ken Snyder mine or the deeper part of the Ivanhoe (Hollister) mine.
During fiscal 2012 the Company impaired the Midas South Property to a nominal value, but continues to hold the rights to further explore this property. The next claims fees of approximately US$10,000 are due in August 2026.
CANADA
In a prior year, the Company impaired its Canadian property, but continues to seek opportunities to acquire and explore new properties.
Richard Kern, CPG #11494 and President/CEO of the Company, is the QP responsible for the technical disclosure contained in this document.
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
SELECTED ANNUAL INFORMATION
The following table provides a brief summary of the Company's financial operations for the prior three fiscal years.
For more detailed information, refer to the Company's financial statements for the years then ended.
| Years ended August 31, | 2025
- $ - | 2024
(Restated)
- $ - | 2023
(Restate)
- $ - |
| --- | --- | --- | --- |
| Net income (loss) | (291,121) | (2,277,991) | 17,243,361 |
| Basic and diluted income (loss) per share | (0.00) | (0.02) | 0.13 |
| Total assets | 1,785,032 | 1,799,440 | 3,928,380 |
| Total long-term liabilities | 27,485 | 26,971 | 27,099 |
| Total equity | 362,228 | 277,073 | 2,537,683 |
Year ended August 31, 2025
The Company recorded a net loss for the year of $291,121 compared to a net loss of $2,277,991 in 2024. Significant variances in costs between the two years include business development, professional fees, foreign exchange, unrealized gain on investments, and gain on write-off of accounts payable.
Business development decreased to $77,635 (2024 - $201,142), professional fees decreased to $40,283 (2024 - $119,845), shareholder communications decreased to $11,480 (2024 - $21,188), and foreign exchange loss of $19,552 (2024 - $1,450 gain). Unrealized gain on investments increased to $479,835 (2024 - $1,269,991 loss) as the general market changes in the investments during the year. The Company recorded a gain of $97,518 (2024 - $nil) on write-off of accounts payable during the year.
At year end, there was a working deficiency of $1,045,534 (2024 - $1,055,408). Net cash used in operations was $566,176 (2024 - $222,804), net cash provided by investing activities totaled $324,670 (2024 - $60,416 used in), and net cash provided by financing activities was $387,500 (2024 - $nil).
Year ended August 31, 2024
The Company recorded a net loss for the year of $2,277,991 compared to a net income of $17,243,361 in 2023. Significant variances in costs between the two years include business development, consulting fees, interest expenses, professional fees, share-based compensation and unrealized loss on investments.
Business development decreased to $201,142 (2023 - $361,411), consulting fees decreased to $107,447 (2023 - $301,856), professional fees decreased to $119,845 (2023 - $440,895), interest expenses decreased to $nil (2023 - $34,607), and transfer agent and regulatory fees decreased to $41,173 (2023 - $100,837). Share-based compensation decreased to $17,381 (2023 - $564,193) due to granting of stock options during the prior year. Unrealized loss on investments increased to $1,269,991 (2023 - $114,312) as the general market changes in the investments during the year.
At year end, there was a working deficiency of $1,055,408 (2023 - 1,294,015 capital). Net cash used in operations was $222,804 (2023 - $3,320,895), net cash used in investing activities totaled $60,416 (2023 - $160,150), net cash used in financing activities was $nil (2023 - $16,537), and $nil (2023 - $62,388) effect of foreign exchange on cash.
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
Summary of quarterly financial results: The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending February 28, 2026:
| Three months ending | February 28, 2026
- $ - | November 30, 2025
- $ - | August 31, 2025
- $ - | May 31, 2025
- $ - |
| --- | --- | --- | --- | --- |
| Total assets | 4,191,385 | 1,667,573 | 1,785,032 | 1,993,242 |
| Exploration and evaluation assets | 1,437,239 | 1,437,173 | 1,435,247 | 1,362,958 |
| Working capital (deficiency) | 2,097,964 | (1,340,564) | (1,045,534) | (477,197) |
| Long term liabilities | 27,314 | 27,938 | 27,485 | 27,566 |
| Shareholders’ equity | 3,507,889 | 68,671 | 362,228 | 858,195 |
| Net income (loss) | (197,075) | (814,352) | (359,272) | (486,593) |
| Income (loss) per share | (0.00) | (0.01) | (0.00) | (0.00) |
| Three months ending | February 28, 2025
- $ - | November 30, 2024
- $ - | August 31, 2024
- $ - | May 31, 2024
- $ - |
| --- | --- | --- | --- | --- |
| Total assets | 2,250,202 | 2,446,027 | 1,799,440 | 2,461,838 |
| Exploration and evaluation assets | 1,360,953 | 1,359,452 | 1,359,452 | 1,288,126 |
| Working capital (deficiency) | (165,003) | (442,675) | (1,055,408) | (243,276) |
| Long term liabilities | 28,763 | 28,003 | 26,971 | 27,399 |
| Shareholders’ equity | 1,167,187 | 888,774 | 277,073 | 1,017,451 |
| Net income (loss) | 277,453 | 277,291 | (371,956) | (371,889) |
| Income (loss) per share | 0.00 | 0.00 | (0.00) | (0.00) |
In the quarter ending February 28, 2026, the Company record a gain of $62,838 on debt settlement. In the quarter ending November 30, 2025, the Company recorded $547,295 stock-based compensation for stock options granted. In the quarter ending August 31, 2025, the Company recorded an unrealized gain of $49,869 on investments and a loss of $55,209 on disposal of investments. In the quarter ending May 31, 2025, the Company recorded a loss of $209,034 on sale of investments. In the quarter ending February 28, 2025, the Company recorded an unrealized gain of $572,603 on investment. In the quarter ending November 30, 2024, the Company recorded an unrealized gain of $371,946 on investment and a gain of $69,018 on write-off of accounts payable. In the quarter ending August 31, 2024, the Company recorded an unrealized loss of $179,494 on investments and a loss of $18,203 on impairment of exploration and evaluation assets.
Total assets, working capital and shareholders' equity increased in the quarter ending February 28, 2026, as a result of a private placement with gross proceeds of $3,750,000 in January 2026 and a debt settlement in February 2026; and increased in the quarter ending February 28, 2025, as a result of a gain on write-off of accounts payable.
In the six months ended February 28, 2026 and 2025:
The Company had a net loss of $1,011,427 in the period compared to a net income of $554,744 in the prior comparable period. Most expenses were similar in both periods, with the most significant variances explained in the following table:
| Six months ended | February 28, 2026
- $ - | February 28, 2025
- $ - |
| --- | --- | --- |
| Consulting fees | 256,419 | 48,000 |
| The increase in consulting fees is due to the increase advisor and consultant services in corporate communications, potential acquisition and financing in the current period; | | |
| Foreign exchange loss (gain) | (6,651) | 30,735 |
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
The change was due directly to the US dollar exchange rate changes over the comparative periods applied to the outstanding US dollar accounts payable;
Share-based compensation 567,979 1,778
The Company granted stock options in the current period, and there was a repricing in the stock options in the prior period;
Gain on write-off accounts payable - (69,018)
The Company wrote off accounts payable of $69,018 and recorded it as a gain on the write-off in the prior period;
Gain on debt settlement (62,838)
The Company paid US$130,000 to settle US$175,000 outstanding debt and recorded a gain of $62,838 on the settlement in the current period;
Unrealized loss (gain) on investments (40,450) (572,603)
The change is due to a change in the market values in the comparative periods applied to the marketable securities;
Loss on sale of investments 14,970 144,113
The Company recognized a loss of $14,970 upon the sale of 100,000 shares of Nevada Lithium in the current period, and recognized a loss of $144,113 upon the sale of 1,565,299 shares of Nevada Lithium in the prior period;
Impairment recovery on exploration and evaluation assets (318,693)
The Company recorded an impairment recovery of $318,693 on New Pass and Midas South properties in the prior period.
In the three months ended February 28, 2026 and 2025:
The Company had a net loss of $197,075 in the period compared to a net income of $277,453 in the prior comparable period. Most expenses were similar in both periods, with the most significant variances explained in the following table:
| There months ended | February 28, 2026 - $ - | February 28, 2025 - $ - | |
|---|---|---|---|
| Consulting fees | 85,340 | 24,000 | |
| The increase in consulting fees is due to the increase advisor and consultant services in corporate communications, potential acquisition and financing in the current period; | |||
| Foreign exchange loss (gain) | (24,045) | 10,246 | |
| The change was due directly to the US dollar exchange rate changes over the comparative periods applied to the outstanding US dollar accounts payable; | |||
| Shareholder communications | 25,855 | 520 | |
| The increase in shareholder communications is due to the increase services in the investment community in the current period; | |||
| Share-based compensation | 20,684 | 960 | |
| The Company's stock options vested in the current period; | |||
| Unrealized loss (gain) on investments | 8,980 | (200,657) | |
| The change is due to a change in the market values in the comparative periods applied to the investments; | |||
| Loss on sale of investments | - | 116,993 |
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
The Company recognized a loss of $116,993 upon the sale of 1,355,299 shares of Nevada Lithium in the prior period;
Impairment recovery on exploration and evaluation assets - (318,693)
The Company recorded an impairment recovery of $318,693 on New Pass and Midas South properties in the prior period.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations to date primarily through the issuance of common shares, exercise of stock options and related party advances. The Company continues to seek capital through various means including the issuance of equity and/or debt.
The consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future.
As at February 28, 2026, the Company had a working capital of $2,097,964 (August 31, 2025 - $1,045,534 deficit) and a cumulative deficit of $35,369,560 (2025 - $33,178,676). Management considers its cash-on-hand is not sufficient to fund its recommended exploration work, planned acquisition program and corporate overhead through the next twelve months. Accordingly, the Company is continuing to seek additional funds from existing shareholders and potential investors.
On May 14, 2025, the Company granted stock options to certain consultants to purchase a total of 3,000,000 common shares. The stock options vest immediately and are exercisable, in whole or in part, at an exercise price of $0.05 per share on or before May 14, 2028. The grant date fair values of the options granted above were based on the following assumptions: share price at grant date of $0.04; exercise price of $0.05; expected life of 3 years; expected volatility of 184.99%; risk free interest rate of 2.61%; expected dividend yield rate of 0%; and forfeiture rate of 0%.
On August 15, 2025, the Company granted 1,300,000 stock options to an investor relations services company. The options vest quarterly over a period of twelve months from November 15, 2025 and at an exercise price of $0.075 per share on or before August 15, 2027. The grant date fair values of the options granted above were based on the following assumptions: share price at grant date of $0.075; exercise price of $0.075; expected life of 2 years; expected volatility of 200.81%; risk free interest rate of 2.72%; expected dividend yield rate of 0%; and forfeiture rate of 0%.
On August 15, 2025, the Company granted stock options to certain eligible directors, officers and consultants to purchase a total of 1,700,000 common shares. The stock options vest immediately and are exercisable, in whole or in part, at an exercise price of $0.075 per share on or before August 15, 2027. The grant date fair values of the options granted above were based on the following assumptions: share price at grant date of $0.075; exercise price of $0.075; expected life of 2 years; expected volatility of 200.81%; risk free interest rate of 2.72%; expected dividend yield rate of 0%; and forfeiture rate of 0%.
During the year ended August 31, 2025, 7,750,000 options were exercised for proceeds of $387,500.
On September 4, 2025, 250,000 options were exercised for proceeds of $12,500.
On September 11, 2025, the Company granted stock options to certain eligible participants to purchase a total of 8,000,000 common shares. The stock options vest immediately and are exercisable, in whole or in part, at an exercise price of $0.075 per share on or before September 11, 2030. The grant date fair values of the options granted above were based on the following assumptions: share price at grant date of $0.071; exercise price of $0.075; expected life of 5 years; expected volatility of 158.76%; risk free interest rate of 2.74%; expected dividend yield rate of 0%; and forfeiture rate of 0%.
On January 29, 2026, the Company issued 250,000 common shares for $18,750 for the exercise of stock options.
8
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
On January 29, 2026, the Company closed a non-brokered private placement. The Company issued 30,000,000 units at a price of $0.125 per unit for gross proceeds of $3,750,000. Each Unit consisting of one common share and one share purchase warrant, each warrant entitling the holder thereof to purchase one additional common share at an exercise price of $0.17 per share for a period of 2 years until January 29, 2028. In the event that Company's shares trade at a closing price of $0.35 per share or greater for a minimum period of 10 non-consecutive trading dates commencing four months from the closing of the financing, the Company may accelerate the expiry date of the warrants by providing notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is given by the Company (the "Warrant Acceleration Clause"). The Company paid finder fees of $45,631 in cash and issued 365,050 finders warrants at a fair value of $88,148 with an exercise price of $0.17 per share for a period of 2 years until January 29, 2028 and include the Warrant Acceleration Clause terms.
Proceeds raised will be used toward expenditures required for drilling and advancement of its exploration program on its New Pass gold property in Nevada, and for general working capital purposes.
On March 19, 2026, the Company granted stock options to eligible participants to purchase a total of 5,500,000 common shares. The stock options vest immediately and are exercisable, in whole or in part, at an exercise price of $0.09 per share on or before March 19, 2029. The grant date fair values of the options granted above were based on the following assumptions: share price at grant date of $0.12; exercise price of $0.09; expected life of 3 years; expected volatility of 182.82%; risk free interest rate of 2.89%; expected dividend yield rate of 0%; and forfeiture rate of 0%.
On March 19, 2026, the Company announced the termination of its investor relations agreement with Pollen Agency Ltd., and the 1,300,000 stock options granted on August 15, 2025 were cancelled.
If the Company is unable to raise sufficient funds through the above items, it is likely that these properties may be impaired or lost. Management anticipates that these issues will be resolved in this fiscal year.
The Company's future capital requirements will depend on many factors, including costs of exploration and development of the properties, cash flow from operations, costs to complete additional exploration, and competition and global market conditions. The Company's recurring operating losses and growing working capital needs will require that it obtain additional capital to operate its business.
The Company will depend on outside capital to complete the exploration and development of the resource properties. Such outside capital will include the sale of additional common shares. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected.
RELATED PARTY TRANSACTIONS
During the periods ended February 28, 2026 and 2025, transactions with key management were as follows:
| 2026 | 2025 | |
|---|---|---|
| - $ - | - $ - | |
| Management fees paid or accrued to the CEO (1) and CFO (2) | 53,373 | 54,309 |
| Fees paid or accrued to the CEO or Company under control by CEO included in exploration and evaluation assets | 1,467 | 1,501 |
| Consulting fees and business strategic development services paid or accrued to a company controlled by the corporate manager (5) | 24,000 | 24,000 |
| Consulting fees to a company controlled by director (6) | 24,000 | 24,000 |
| Fees paid or accrued to a company controlled by the corporate manager for office administration, accounting, consulting fees on financing, and work on acquisitions (5) | 156,000 | 75,000 |
| Share-based compensation (1) (2) (3) (4) (5) (6) | 292,928 | - |
| Total | 551,768 | 178,810 |
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
The amounts due to key management personnel as at February 28, 2026 and August 31, 2025 were as follows:
| Feb. 28, 2026 - $ - | Aug. 31, 2025 - $ - | |
|---|---|---|
| Included in accounts payable are amounts due to the corporate manager, or MLTK Management Inc., or Simco Services Inc. or Simco Financial and Corporate Services Inc., companies controlled by the corporate manager (5) | - | 262,026 |
| Included in accounts payable are amounts due to Richard Kern, director, or Great Basin Resources Inc., companies related to him (5) | - | 377,186 |
| Total | - | 639,212 |
DIRECTORS AND OFFICERS
1 Richard Kern, President, Director and CEO
2 Richard Barnett, CFO & Secretary
3 Jurgen Wolf, Director
4 Huitt Tracey, Director
5 Joe DeVries, Corporate Manager
6 Keturah Nathe, Director
During the period ended February 28, 2026, the Company paid US$130,000 to settle an aggregate of US$175,000 of indebtedness owed to a director, and recorded a gain of $62,838 on the settlement.
As at February 28, 2026, $12,685 (August 31, 2025 - $nil) was prepaid to the corporate manager.
The remuneration of directors and other key management personnel, which include the amounts disclosed above for the periods ended February 28, 2026 and 2025, were as follows:
| 2026 - $ - | 2025 - $ - | |
|---|---|---|
| Short-term employee benefits – management, administrative, and consulting fees (1) (2) (5) (6) | 115,223 | 102,309 |
| Share-based compensation (1) (2) (3) (4) (5) (6) | 292,928 | - |
Management fees are charged by the CEO and the CFO for the overall management of the Company. Consulting fees are charged by the Corporate Manager to run the day to day operations as well as raising funds. Administration fees are charged as reimbursements for rent, accounting, securities administration, reception and other office services expended on behalf of the Company.
These transactions and the other related party transactions disclosed elsewhere in the financial statements were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
All of the above items are charged on a month-to-month basis and there are no long-term compensation agreements with any related parties.
OTHER MATTERS
Outstanding Share Data: As at February 28, 2026, and at the current date, the Company has 185,759,051 common shares outstanding.
Stock options: As at February 28, 2026, the Company has 13,750,000 stock options outstanding. Subsequent to the period ended February 28, 2026, 1,300,000 stock options cancelled and 5,500,000 stock options granted.
As of the current date, the Company has 17,950,000 stock options outstanding.
Warrants: As at February 28, 2026 and at the current date, the Company has 30,365,050 warrants outstanding.
Off-Balance Sheet Arrangements: The Company has not entered into any off-balance sheet arrangements.
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
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 ("FVOCI"); 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 FVOCI 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 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, restricted cash and receivables are measured at amortized cost with subsequent impairments recognized in profit or loss and investments are classified as FVTPL.
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 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. Accounts payable and accrued liabilities are classified as other financial liabilities and carried on the statement of financial position at amortized cost.
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management, and have been examined and approved by the Board of Directors. The accompanying consolidated financial statements are prepared by management in accordance with International Financial Reporting Standards ("IFRS") and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.
Management recognizes its responsibility for conducting the Company's affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.
The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.
This committee's role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company's accounting and finances. In order to do so, the audit committee meets annually with the external auditors,
ICONIC MINERALS LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED FEBRUARY 28, 2026
with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.
RISKS
The Company is engaged in the exploration for and development of exploration and evaluation assets. These activities involve significant risks which careful evaluation, experience and knowledge may not, in some cases, eliminate. 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, 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Annual losses are expected to continue until the Company has an interest in an exploration and evaluation asset that produces revenues. The Company'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 accompanying consolidated financial statements do not give effect to any adjustments which would be necessary should the Company 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 accompanying consolidated financial statements.
Any forward-looking information in the management discussion and analysis is based on the conclusions of management. The Company cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the company's operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the Company and other factors.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting ("ICFR") or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. We have designed controls for this process and have conducted an evaluation which has identified potential weaknesses in such controls. Due to the limited number of staff, it is not feasible to attain complete segregation of incompatible duties. Weaknesses in the Company's internal controls over financial reporting allow for a greater likelihood that a material misstatement would not be prevented or detected.
The company is not required to certify the design and evaluation of its ICFR and has not completed such an evaluation, and inherent limitations on the ability of the certifying officers to design and implement, on a cost-effective basis, ICFR for the company may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
DIRECTORS
Certain directors of the Company are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploring natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.
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