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King Copper Discovery Corp. — Management Reports 2025
Nov 29, 2025
47832_rns_2025-11-28_3c2e2fd0-66c2-4bf0-b75b-bdf854d33cba.pdf
Management Reports
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Management's Discussion and Analysis
Period Ended September 30, 2025

KING COPPER
DISCOVERY
("King Copper" or the "Company")
FORM 51-102F1
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025
Introduction
This Management’s Discussion and Analysis (“MD&A”) of King Copper Discovery Corp., including its subsidiaries, Aurora Mining S.A (Argentina) and Aurora Copper Peru S.A.C (Peru), is the responsibility of management and covers the period ended September 30, 2025. This MD&A takes into account information available up to and including November 28, 2025, and should be read together with the condensed consolidated interim financial statements for the nine-month period ended September 30, 2025 and with the audited consolidated financial statements for the year ended December 31, 2024 and the related notes thereto.
The Company’s shares trade on the TSX Venture Exchange (the “TSXV”) under the symbol KCP.
Throughout this document the terms we, us, our, the Company and King Copper refer to King Copper Discovery Corp. All financial information in this document is prepared in accordance with IFRS Accounting Standards and is presented in Canadian dollars unless otherwise indicated.
This document contains forward-looking statements. Please refer to “Note Regarding Forward-Looking Statements.”
Description of Business
King Copper is a mineral resource company engaged in the business of acquiring and exploring mineral resource properties in South America. The Company’s principal project is the Colquemayo Project, located in Peru. The Company also has the San Francisco Project, located in San Juan Province, Argentina. Please refer to the “Exploration Projects” section below for the acquisition and project details.
King Copper Discovery Corp.
Page 1 of 16
Management's Discussion and Analysis
Period Ended September 30, 2025
Performance Summary and Subsequent Events
During the period ended and subsequent to September 30, 2025, the Company:
Corporate updates:
- Announced on February 12, 2025, that James Rogers will step down as CEO and subsequently as director of the Company. Jonathan Richards has been appointed as interim CEO and director and Stephen Sulis has been appointed as CFO.
- Announced on March 4, 2025, that the Company has closed its previously announced non-brokered private placement offering for aggregate gross proceeds of $5 million, from the issuance of 100 million common shares in the capital of the Company at a price of five cents per share. The net proceeds of the offering will be used to satisfy continuing costs associated with the Company's properties and for general working capital purposes.
- Announced on March 4, 2025, the Company announced the corporate name change from Turmalina Metals to King Copper Discovery Corp. and a symbol change on the TSX Venture Exchange from TBX to KCP, which became effective March 11, 2025.
- Announced on March 21, 2025, that the Company has appointed Mr. Doug Kirwin as lead strategic and technical advisor. Over the span of a 50-year career, Mr. Kirwin has led exploration teams involved in the discovery of multiple important mineral deposits. He was executive vice-president for Ivanhoe Mines from 1996 to 2012 and a founding director of Ivanhoe Mines Australia. As a member of the joint discovery team for the discovery of the Hugo Dummett orebody at Oyu Tolgoi, he was a co-recipient of the PDAC Thayer Lindsley medal awarded for the most significant global discovery in 2004. Some of Mr. Kirwin's exploration teams' discoveries include three epithermal silver-gold mines in South Korea, the Seruyung gold mine in Kalimantan, the Moditaung gold mines in Myanmar, and the Swan and Merlin deposits in Cloncurry, Australia. He was also directly involved in the acquisition of Kainantu for K92.
- Announced on April 11, 2025, the Company has entered into an investor relations agreement, dated March 1, 2025, with Conrad Orzel, as previously announced in its press release dated March 11, 2025. The terms of the agreement are such that Mr. Orzel will be paid $3,000 per month for a six-month period with a month-by-month renewal clause thereafter. In addition, Mr. Orzel was granted 100,000 stock options exercisable at $0.15 and expires five years from the date of grant, and will vest in equal tranches of 25% every three months from the date of grant.
Mr. Orzel will provide inbound and outbound communications management, non-deal road show management, and investor meeting management services to the Company.
- Announced on September 15, 2025, the Company closed a non-brokered private placement financing and issued 65,217,390 common shares at a price of $0.23 per share for gross proceeds of $15,000.00. The net proceeds of the financing will be used to advance exploration, including diamond drilling of the Company's flagship Colquemayo copper-gold project, and for working capital purposes.
- Announced on September 19, 2025, the Company appointed Justin Blanchet to the Company's board of directors. Mr. Blanchet is a mining professional with over 20 years of experience in the areas of finance, capital markets, M&A (mergers and acquisitions), governance, and regulatory compliance. Mr. Blanchet is currently the CFO of K92 Mining Inc., which owns and operates the Kainantu gold mine, a high-grade, low-cost and rapidly expanding gold-copper mine in Papua New Guinea, a position he has held since K92's inception.
Mr. Blanchet is a Canadian chartered professional accountant and a U.S. certified public accountant (Washington and Illinois).
King Copper Discovery Corp.
Page 2 of 16
Management's Discussion and Analysis
Period Ended September 30, 2025
- Announced on September 19, 2025, the Company that it has granted options to acquire a total of 4.05 million common shares of the Company to directors, employees and consultants, pursuant to the Company's stock option plan at the exercise price of 50 cents per share for a period of five years.
Additionally, the Company has granted 6.99 million RSUs to officers, directors, employees and consultants of the Company under the terms of the Company's restricted share unit plan. The RSUs have a two-year vesting period.
- Announced on September 29, 2025, the Company appointed Sebastian Cadile and Dr. Paulo Ravacci Pires to leadership positions within the technical team at Colquemayo.
Dr. Pires holds a PhD in metallogenesis and geochemistry from UNICAMP, and has more than 30 years of exploration experience in Latin America. He has experience on projects ranging from exploration through to feasibility and development, and has led teams with more than 50 exploration professionals, including geologists and technicians.
Within South America, Dr. Pires has worked for both major and junior companies, including Echo Bay Mines, Vale, Iamgold, Yamana Gold and Votorantim Metals (now Nexa Resources), and has consulted for South 32, Rio Tinto, AngloAmerican and Gold Fields.
Mr. Cadile is a mining and exploration leader, with more than 20 years of experience in Latin America. He has a proven record within the full mining cycle, including exploration, feasibility studies, construction and operations with a focus on sustainable, compliant and profitable outcomes for all stakeholders. Mr. Cadile has experience delivering large-scale, $1-billion-plus (U.S.) projects in an operations capacity while also having demonstrated success in managing significant drilling and exploration programs as a senior geologist.
- Announced on October 3, 2025, the Company made continued progress on site at the Company's Colquemayo project in Peru. In anticipation of a coming and fully financed 15,000-metre drill program, Company geologists are on site relogging and reinterpreting historic drill core
Please refer to the Company’s news releases for additional information.
Outlook
The Company is focused on the following South American projects:
- The Colquemayo project, Peru, and
- The San Francisco Project, Argentina.
Colquemayo - The Company entered into an option agreement on June 28, 2024 to acquire a 100% interest in the Colquemayo project. A Declaration of Environmental Impact (DIA - Declaración de Impacto Ambiental) was prepared by INSIDEO, an environmental consulting company based in Lima, using data from a baseline study undertaken from October 2024 to January 2025. The submitted DIA includes plans for the construction of access roads to 40 drill pads for the drilling of 60 holes, for a total of approximately 36,500 metres. Other activities happening concurrently include meetings with the local communities and local authorities, as well as the commencement of a data and core review. A detailed core review will be undertaken to: 1) Build geological models for breccia bodies with significant historic drill intercepts, including validation of the logged geology using the geochemical database, 2) determining the geometry of the breccia bodies based on surface mapping and drill core information, 3) review, model and interpret geophysical data, and 4) mapping of alteration zones to define potential source areas - including porphyry intrusions with Cu-Mo (copper-molybdenum) mineralization.
San Francisco - The Company has continued desk top evaluation while it focuses on advancing the Colquemayo project. The Company has terminated certain option agreements and is evaluating alternatives, which may include advancing the Veta Rica vein or monetizing through divestiture. The Company’s key San Francisco project is the Santa Barbara project, where the Company made the discovery of the high-grade
King Copper Discovery Corp.
Management's Discussion and Analysis
Period Ended September 30, 2025
epithermal gold vein system and identified multiple new targets over an 11.3km prospective vein strike, including two positive holes at the Veta Rica vein: hole SFDH078 with 4.4m @ 6.4 g/t Au from 36.6m and hole SFDH079 with 6m @ 4.5 g/t Au from 43.2m. Any work program would include preparation for drilling and surface characterization work on multiple targets, as well as follow-up of surface mineralization identified in the last field mapping and sampling program.
As the Company has no source of revenue at this time, it will continue to require additional capital to fund future office and administrative expenditures, to meet property payment commitments, and to advance the Company's projects.
There are many external factors that can adversely affect general workforces, economies and financial markets globally. Examples include, but are not limited to, global tariffs, negotiations of trade agreements, and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company's business or ability to raise funds.
EXPLORATION PROJECTS
Colquemayo Project
The road-accessible Colquemayo Cu-Ag-(Au) project lies between 4,300 and 4,800 metres above sea level and is located in the General Sanchez Cerro province of the Moquegua department, near the border with the Arequipa department, in southern Peru. The project is situated in the late Miocene to Pliocene epithermal belt to the east of the productive Cu-Mo Paleocene to Eocene porphyry belt hosting the copper mines of Cerro Verde, Cuajone, Quellaveco and Toquepala, and to the west of the Au-Ag Late Miocene to Pliocene epithermal belt with important projects and mines such as San Gabriel, currently under construction, and the Aruntani mining district (more than two million ounces (oz) Au produced).
Previous work by Rio Tinto and Buenaventura between 2003 and 2014 includes approximately 25,000 m of diamond drilling across 75 holes, detailed geological mapping and intensive surface geochemistry, along with approximately 9,800 rock chip and approximately 1,500 channel samples. Detailed topography (1 metre resolution) and geophysical surveys (magnetometry, chargeability and resistivity) have been completed at two of the hydrothermal centres identified to date.
Alteration mapping shows the zonation typical of a high-sulphidation epithermal system, including argillic alteration with kaolinite and dickite, advanced argillic alteration with quartz and alunite, and some deeper pyrophyllite zones, along with zones of massive and vuggy silica. Several phreato-magmatic and hydrothermal breccias with significant gold values have been identified. Several kilometre-scale hydrothermal targets have been identified to date, namely Amata, Cairani, Coripuquio and Yanarico, which represent exceptional exploration targets for the Company.
Highlights of previous drilling include the following.
Amata:
- 70 m at 1.3 per cent Cu, 0.24 g/t Au and 252 g/t Ag (COQ-10-36, from 192 m), including:
- 7.8 m at 0.79 per cent Cu, 0.14 g/t Au and 1,866 g/t Ag (from 192 m);
- 237.3 m at 2.4 per cent Cu, 0.08 g/t Au and 10 g/t Ag (COQ-10-36, from 306.2 m) including:
- 161.2 m at 3.4 per cent Cu, 0.09 g/t Au and 14 g/t Ag (from 306.2 m), including:
- 31.3 m at 14.8 per cent Cu, 0.2 g/t Au and 47 g/t Ag (from 392.5 m);
- 67.8 m at 0.9 per cent Cu, 0.07 g/t Au and nine g/t Ag (COQ-11-37, from 295.2 m), including:
- 31.5 m at 1.2 per cent Cu, 0.10 Au and 12 g/t Ag (from 310.4 m);
- 55.5 m at 1.25 per cent Cu (COQ-11-44, from 264.5 m);
- 68.9 m at 0.30 per cent Cu, 0.38 g/t Au and seven g/t Ag (COQ-11-40, from 367.1 m);
- 104.2 m at 72 g/t Ag (COQ-10-31, from zero m), including:
- 28.3 m at 193 g/t Ag (from 66.5 m);
- Three m at 161 g/t Ag (from 131.6 m);
- 111.0 m at 47 g/t Ag and 0.06 g/t Au (COQ-10-32, from 1.6 m), and 183 m at 0.21 per cent Cu, 0.12 g/t Au and 10 g/t Ag (from 217.1 m), including:
- 22.5 m at 1.21 per cent Cu, 0.48 g/t Au and 29 g/t Ag (from 330.9 m);
King Copper Discovery Corp.
Management's Discussion and Analysis
Period Ended September 30, 2025
- 58.1 m at 1.64 per cent Cu, 0.23 g/t Au and 30 g/t Ag (AM-02, from 208 m).
Cairani:
- 99 m at 0.17 per cent Cu and 0.16 g/t Au (AME-14-03, from 65.5 m), including:
- 24.5 m at 0.46 per cent Cu and 0.18 g/t Au (from 133.4 m), and 24.3 m at 1.22 per cent Cu, 0.05 g/t Au and 15 g/t Ag (from 216.3 m).
Coripuquio:
- 98.9 m at 0.35 g/t Au (COQ-10-27, from 75.3 m);
- 54.7 m at 0.35 g/t Au and 0.14 per cent Cu (COQ-10-12, from 117 m);
- 133.3 m at 0.47 g/t Au (COQ-10-06, from 21.3 m);
- 47.5 m at 0.56 per cent Cu and 0.12 g/t Au (COQ-10-16, from 226.2 m);
- 103 m at 0.3 g/t Au (COA-10-21, from 153 m), and 37 m at 1.34 per cent Cu and 0.17 g/t Au (from 290.1 m), including:
- 12.6 m at 3.7 per cent Cu, 0.31 g/t Au and eight g/t Ag (from 314.5 m).
The Company can acquire a 100% interest in the property by making total cash payments of US$1,585,000 and by incurring exploration expenditures of US$6,200,000 as follows:
| Cash Payment (USD $) | Minimum Exploration Expenditures (USD $) | |
|---|---|---|
| Upon signing LOI (paid $34,500) | 25,000 | - |
| Anniversary of TSXV Approval of transaction (paid) | 60,000 | 200,000 |
| First anniversary of grant of exploration permit* | 200,000 | 1,000,000 |
| Second anniversary of grant of exploration permit* | 250,000 | 1,000,000 |
| Third anniversary of grant of exploration permit* | 250,000 | 2,000,000 |
| Fourth anniversary of grant of exploration permit* | 800,000 | 2,000,000 |
| 1,585,000 | 6,200,000 |
*The Company may satisfy up to 50% of these Cash Payments by issuing common shares in the capital of the Company.
The third party’s retain a 2% NSR royalty, of which the Company may purchase 50%, (1%), of the NSR for a payment of USD$2,500,000.
San Francisco Project
The San Francisco project is located in the Calingasta Department in the west-central San Juan Province of Argentina, approximately 130 km northwest from the capital of San Juan.
The geology at San Francisco consists of Late Permian diorite, granodiorite and quartz monzonite intrusives emplaced into Carboniferous sediments of the Agua Negra Formation. The intrusive rocks are part of a regional magmatic suite that are known to host porphyry-style copper and tourmaline breccia polymetallic base and precious metal type mineralization. Gold-silver-copper mineralization at the San Francisco project is hosted within tourmaline breccias as well as in quartz veins that appear to be synchronous with the tourmaline breccias.
The exploration concept at San Francisco is to test multiple mineralization styles; namely vein systems, breccia pipes, porphyry and intrusion-related gold systems present within the project, which may create sufficient ores for economic analysis and processing.
Significant historical work has been completed at San Francisco. In 1990, Minera Aguilar drilled five diamond drill holes totalling 416 m. In 1995, Solitario Resources drilled five RC holes totalling 632m, and in 2009 TNR Resources drilled 8 diamond drill holes for a total of 1,800 m. Geological mapping, geochemistry sampling and two independent ground geophysical surveys have been completed with IP geophysics over various target areas.
Since 2018, when King Copper started its exploration program in the area, 80 diamond drill holes have been drilled, totalling 20,869 m. King Copper has also collected and assayed 8,422 rock chip samples, 1,690
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
channel samples and 13,274 soil samples during this period. The Company has now focused the exploration effort on the Don David and Santa Barabara projects.
For a summary on the projects please refer to the Prospectus or to the NI 43-101 Technical Report titled "NI 43-101 Technical Report, San Francisco Copper Gold Project, San Juan Province, Argentina" dated August 1, 2019 prepared by Neil Motton of Flitegold (Australia) Pty Ltd., released by the Company on August 9, 2019. Readers are encouraged to consult the Technical Report for additional information.
Below is a summary of the remaining material acquisition terms of the San Francisco Project, comprising the Don David agreement and the Santa Barbara agreement as at the date of this report. For a complete description of the acquisition agreements and terms please refer to the quarterly and the audited annual financial statements.
| San Francisco Project – Remaining Earn-In Terms | ||||||
|---|---|---|---|---|---|---|
| Earn % | Agreement | Due Date | Cash Payment US$ | Minimum Exploration US$ | Minimum Metres Drilled | Royalty |
| 100 | Don David | 2/24/2026 | 100,000 | - | 2,000 | 2% NSR |
| Reduce to 1% for US$1M | ||||||
| 2/24/2027 | 150,000 | 300,000 | - | |||
| 2/24/2028 | 250,000 | 600,000 | - | |||
| 2/24/2029 | 1,000,000 | 750,000 | - | |||
| Right to Explore and Exploit | Santa Barbara | 7/1/2026 | - | 750,000 | - | 1-2% NSR |
| 7/1/2027 | - | 750,000 | - | |||
| 7/1/2028 | - | 1,223,000 | - |
Right to Explore and Exploit Santa Barbara 1-2% NSR.
Future Exploration Plans
Colquemayo
Activities are under way in Peru while the Company awaits issuance of the exploration permits. A Declaration of Environmental Impact (DIA - Declaración de Impacto Ambiental) was prepared by INSIDEO, an environmental consulting company based in Lima, using data from a baseline study undertaken from October 2024 to January 2025. The submitted DIA includes plans for the construction of access roads to 40 drill pads for the drilling of 59 holes, for a total of approximately 36,500 metres. Other activities happening concurrently include meetings with the local communities and local authorities, as well as the commencement of a data and core review. A detailed core review will be undertaken to build geological models for the breccia bodies with significant historic drill intercepts, including validation of the logged geology using the geochemical database; determining the geometry of the breccia bodies based on surface mapping and drill core information; review, modelling and interpretation of the geophysical data; and mapping of alteration zones to define potential source areas - including porphyry intrusions with Cu-Mo (copper-molybdenum) and Cu-Au (copper-gold) mineralization.
San Francisco Project
Since early 2022 the Company has focused on surface sampling and mapping that has generated a number of new drill targets. Five of these targets were drilled during 2023: Breccia Ethan, Tres Magos, Veta Amarilla, Veta Rica and Don David, in a 22 hole program for a total of 2,984m. The best results were obtained from Breccia Ethan and Veta Rica, where an epithermal vein yielded positive gold intercepts. Future exploration plans include drilling the extension of Veta Rica vein and other similar veins found in its vicinity.
King Copper Discovery Corp.
Management's Discussion and Analysis
Period Ended September 30, 2025
Acquisition costs
During the period ended September 30, 2025, the Company incurred acquisition costs as follows:
| Acquisition Costs | San Francisco Project | Colquemayo Project | Total | |
|---|---|---|---|---|
| Don David | Santa Barbara | |||
| December 31, 2024 | $ 86,435 | $ 66,475 | $ 34,500 | $ 187,410 |
| Additions | - | - | 83,017 | 83,017 |
| September 30, 2025 | $ 86,435 | $ 66,475 | $ 117,517 | $ 270,427 |
Exploration expenditures
During the period ended September 30, 2025, the Company incurred exploration costs as follows:
| Exploration Expenditures | San Francisco Project | Colquemayo Project | Total |
|---|---|---|---|
| Assay | $ 3,375 | $ 17,513 | $ 20,888 |
| Community relations | - | 32,091 | 32,091 |
| Concession fees | - | 430,019 | 430,019 |
| Environmental | - | 101,711 | 101,711 |
| Field expenditures | 9,250 | 46,425 | 55,675 |
| Geological consulting | 48,421 | 150,482 | 198,903 |
| Office Expenses | 1,106 | 8,839 | 9,945 |
| Projects administration | 76,945 | 77,411 | 154,356 |
| Project management | 28,364 | 160,730 | 189,094 |
| Report preparation | - | 22,500 | 22,500 |
| Taxes | 10,689 | 46,781 | 57,470 |
| Travel | 3,040 | 59,001 | 62,041 |
| $ 181,190 | $ 1,153,503 | $ 1,334,693 |
Mr. Douglas Kirwin, (FAIG, FAIMM.), a Qualified Person under the meaning of Canadian National Instrument 43-101 and is a technical advisor of King Copper, is responsible for the technical content of this Management's Discussion and Analysis.
Results of Operations
The condensed consolidated interim financial statements reflect the financial condition of the Company for the nine-month period ended September 30, 2025. During the period ended September 30, 2025, the significant events impacting the financial results of the Company, some of which are discussed above in the performance summary, are:
- Commencing activities on the Colquemayo project, Peru, including the completion and submission of the DIA; core re-logging and community engagement; and
- Arranging and closing two financings totalling $20,000,000 non-brokered financing.
Results of operations for the three-month period ended September 30, 2025:
During the three-month period ended September 30, 2025, the Company incurred a net loss of $2,495,055 as compared to a net loss of $612,056 for the three-month period ended September 30, 2024.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
Significant movements included:
- Exploration expenditures on the Argentina and Peruvian projects of $426,624 (2024 - $245,448). Exploration expenditures increased compared to the comparative quarter as the Company focused activities on the Colquemayo project. During the quarter, the Company ramped up sitework on the Colquemayo project. During the period ended September 30, 2024 exploration activities were focused on the San Francisco project.
- Marketing, investor relations, and shareholder communications of $53,992 (2024 - $13,869). Marketing, investor relations and shareholder communications increased as the Company entered into an investor relations agreement with Conrad Orzel, and changed its name and has updated the corporate presentation and marketing materials as it raises awareness for the Colquemayo project.
- Directors and advisory fees of $70,943 (2024 - $33,421). Advisory fees increased year over year as the Company activities ramped up and the Company changed focus to the Colquemayo project.
- Professional fees of $69,500 (2024 - $59,207) increased due to increased corporate and project activities during the period.
- Management fees of $41,521 (2024 - $62,100) decreased due to the change in management during the period.
- Share based payments of $1,677,026 (2024 - $188,535). Share-based payments include 15,550,000 options granted and vested during 2025 and the vesting of 12,690,000 RSUs granted in the current and prior years, which vest over a two-year period.
- Travel of $90,107 (2024 - $25,000). Travel increased as the Company focused on advancing the permitting process in Peru.
Results of operations for the nine-month period ended September 30, 2025:
During the nine-month period ended September 30, 2025, the Company incurred a net loss of $5,297,413 as compared to a net loss of $2,362,950 for the nine-month period ended September 30, 2024.
Significant movements included:
- Directors and advisory fees of $232,670 (2024 - $192,222). Advisory fees increased as activity ramped up on the Colquemayo project and work on the financing.
- Exploration expenditures on the Argentina and Peruvian projects of $1,334,693 (2024 - $1,033,357). Exploration expenditures increased compared to the comparative period as the Company focused on desk-top evaluation and preparation work for the projects and on securing financing for the next phase of exploration.
- Management fees of $119,656 (2024 - $185,850). Management fees decreased due to the change of management during the period.
- Marketing, investor relations, and shareholder communications of $207,323 (2024 - $42,374). Marketing, investor relations, and shareholder communications increased as the Company entered into an investor relations agreement with Conrad Orzel, and changed its name and has updated the corporate presentation and marketing materials as it raises awareness for the Colquemayo project.
- Property investigation costs of $nil (2024 - $64,567) decreased following the acquisition of the Colquemayo project.
- Share based payments of $2,910,266 (2024 - $558,030). Share-based payments increased as the Company granted 12,690,000 RSUs during 2023 to 2025 which vest over a two-year period.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
- Travel of $172,066 (2024 - $57,572). Travel increased as activity on the Colquemayo project increased and as the Company raised awareness of the Colquemayo project.
Summary of Quarterly Results
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Working capital (deficit) | $ 15,703,585 | $ 1,886,129 | $ 2,883,517 | $ (1,451,572) |
| Exploration expenditures | 426,624 | 696,602 | 211,467 | 302,308 |
| Share-based payments | 1,677,026 | 42,344 | 1,190,896 | 88,419 |
| Net loss | 2,495,056 | 1,093,411 | 1,708,946 | 2,886,531 |
| Net loss per share – basic | (0.01) | (0.01) | (0.01) | (0.03) |
| September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
| Working capital (deficit) | $ (763,642) | $ (340,121) | $ 560,911 | $ (440,640) |
| Exploration expenditures | 245,448 | 557,026 | 230,883 | 299,075 |
| Share-based payments | 188,535 | 187,043 | 182,452 | 270,333 |
| Net loss | 612,056 | 1,000,269 | 750,625 | 1,822,754 |
| Net loss per share - basic | (0.01) | (0.01) | (0.01) | (0.02) |
Discussion of Quarterly Results
The significant items impacting the Company's net loss are primarily from the changing levels of financing available, our project investigation and exploration activities, share-based payments, and office and administrative expenses. Changing levels in exploration program and general and administrative costs fluctuate independently according to field activities at our properties or general corporate activities.
During the previous quarters, the Company has completed various financings, completed significant project investigation, culminating in the Company entering into four separate project option agreements.
Liquidity
The Company's mineral exploration and development activities do not provide a source of income and we therefore have a history of losses, working capital deficiencies and an accumulated deficit. However, given the nature of our business, the results of operations as reflected in the net losses and losses per share do not provide a complete interpretation of our valuation.
As at September 30, 2025, the Company had a working capital of $15,703,585. This balance included current assets of $16,374,263 and current liabilities of $670,678. During the period ended September 30, 2025, Company completed financings that totalled $20,000,000.
The Company does not have a source of income available to maintain liquidity indefinitely into the future. To maintain liquidity in the future, the Company continues to investigate additional project and financing opportunities and would consider raising capital via share issuances, debt facilities, joint venture arrangements, or a combination of these options. The Company has financed its operations to date primarily through the issuance of common shares.
Operating Activities: The Company does not generate cash from operating activities. Net cash used in the Company for operating activities, which includes exploration activities, for the period ended September 30, 2025, was $3,381,317.
Investing Activities: During the period ended September 30, 2025, the Company incurred $83,017 in investing activities relating to the terms of the Colquemayo Project option agreement.
Financing Activities: During the period ended September 30, 2025, the Company completed financings totalling $20,000,000, and paid share issuance costs of $1,122,729 related to the financings. The Company also received proceeds of $748,050 from the exercise of warrants.
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Management's Discussion and Analysis
Period Ended September 30, 2025
The condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s continuing operations rely on the ability of the Company to continue to raise capital.
Related Party Transactions
The condensed consolidated interim financial statements include the financial statements of the Company and its subsidiaries Aurora Mining S.A (Argentina) and Aurora Copper Peru S.A.C (Peru).
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 Board and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.
During the period ended September 30, 2025, the Company entered into the following transactions with related parties:
a) Management fees of $97,842 (2024 – $nil) to Red Fern Consulting Ltd., a company controlled by Jonathan Richards, the CEO and director of the Company.
b) Management fees of $21,814 (2024 – $185,850) to Kluane Capital FZCO a Company controlled by James Rogers, former CEO of the Company.
c) Exploration expenditures of $189,094 (2024 - $186,300) to Francisco (Chico) Azevedo, an officer and director of the Company.
d) Professional fees of $80,416 (2024 - $62,000) to Red Fern Consulting Ltd., a company which employs Stephen Sulis, the CFO of the Company.
e) Director fees of $72,670 (2024 - $94,122) paid to Maria Laura Bastias, Miguel Inchustegui and Justin Blanchet, directors of the Company.
f) Share-based payments of $710,340 (2024 - $360,195) for options and RSUs issued and vested to directors and officers of the Company.
As at September 30, 2025, $62,513 (December 31, 2024 - $630,564) was included in accounts payable and accrued liabilities owing to officers and directors of the Company.
Outstanding Share Data
Common Shares:
As at the date of this report the Company had 283,237,769 common shares issued and outstanding.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
Stock Options and Warrants:
The following stock options and warrants were outstanding at the date of this report:
| Number | Exercise price | Expiry date | |
|---|---|---|---|
| Stock Options | 900,000 | $ 0.91 | July 7, 2026 |
| 1,550,000 | 0.35 | August 11, 2027 | |
| 50,000 | 0.35 | March 2, 2028 | |
| 1,225,000 | 0.35 | October 11, 2028 | |
| 4,800,000 | 0.10 | February 12, 2030 | |
| 6,800,000 | 0.15 | March 11, 2030 | |
| 4,050,000 | 0.50 | September 19, 2030 | |
| Warrants | 9,315,000 | 0.15 | March 22, 2026 |
| Broker Warrants | 525,400 | 0.15 | March 22, 2026 |
Restricted Share Units:
As at the date of this report the Company had 7,477,500 restricted share units outstanding. All RSUs granted to date vest over a period of two years.
Contractual Obligations
Except as described herein or in the Company’s condensed consolidated interim financial statements, at September 30, 2025, the Company had no material contractual obligations.
Off-Balance Sheet Arrangements
As at September 30, 2025, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
Proposed Transactions
Except as elsewhere disclosed in this document, there are no other proposed transactions under consideration.
Capital Resources
Except as disclosed elsewhere in this document the Company has no commitments for capital expenditures at the date of this report.
The Company will continue to seek capital. In the past the Company has raised capital through the issuance of common shares pursuant to private placement. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.
FINANCIAL AND CAPITAL RISK MANAGEMENT
Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying amounts of cash and accounts payable and accrued liabilities approximates their fair values due to the short-term nature of these financial instruments.
Risk management
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is held at a large Canadian financial institution in interest bearing accounts, as such management does not believe that the Company is exposed to material credit risk. The Company has no investment in asset backed commercial paper. The Company’s exposure to and management of credit risk has not changed materially from that of the year ended December 31, 2024.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk through its capital management as outlined below. Accounts payable and accrued liabilities are due within one year on normal trade terms. At September 30, 2025, the Company had cash of $16,004,936 available to settle accounts payable and accrued liabilities of $670,678. The Company’s exposure to and management of liquidity risk has not changed materially from that of the year ended December 31, 2024.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of: interest rate risk, foreign currency risk and other price risk. The Company is not exposed to material interest rate or other price risk. The Company’s exposure to and management of market risk has not changed materially from that of the year ended December 31, 2024.
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to foreign currency risk on financial instruments denominated in currencies other than the Canadian Dollar. The Company is exposed to foreign currency risk on fluctuations related to cash, accounts receivable and accounts payable and accrued liabilities that are denominated in the United States dollar (“USD”), the Argentine Peso (“ARS”) or the Peruvian Sol (“PEN).
Fluctuations in the USD, ARS, and PEN will, consequently, have an impact upon the Company’s profitability and the value of the Company’s Cash, receivables, liabilities. As at September 30, 2025, the impact of a 10% change in the rate of exchange on the USD, ARS and PEN compared to the Canadian dollar would result in a change of approximately $696 (December 31, 2024 - $69,490) on the Company’s loss for the period. The Company does not use derivative instruments to reduce its exposure to foreign currency risk nor has it entered into foreign exchange contracts to hedge against gains or losses from foreign exchange fluctuations.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue acquisition, exploration and evaluation of mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of shareholders’ equity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.
The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management for the period ended September 30, 2025.
Risk Factors
Companies in the exploration stage face a variety of risks and, while unable to eliminate all of them, the Company aims at managing and reducing such risks as much as possible. The Company faces a variety of risk factors such as project feasibility and practically, risks related to determining the validity of mineral property title claims, commodities prices, changes in laws and environmental laws and regulations. Management monitors its activities and those factors that could impact them in order to manage risk and make timely decisions. Risks and uncertainties the Company considers material in assessing its financial statements are described below.
King Copper will require additional funding.
As at September 30, 2025, the Company held cash of $16,004,936 and accounts payable and accrued liabilities of $670,678. During the period ended September 30, 2025, the Company completed financings totalling $20,000,000. The Company does not have any source of revenue and will require additional funding. The Company has relied upon equity subscriptions to satisfy its capital requirements and will likely continue to depend upon these sources to finance its activities. There can be no assurances that the Company will be successful in raising the desired level of financing on acceptable terms.
King Copper is subject to government regulation.
The Company’s mineral exploration is, and any development activities will be, subject to various laws governing exploration, development, production, taxes, labour standards and occupational health, mine safety, environmental protection, toxic substances, land use, water use and other matters. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory authorities curtailing the Company’s operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration or development.
Exploration, development and mining activities can be hazardous and involve a high degree of risk.
The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
King Copper may be adversely affected by fluctuations in metal prices.
The value and price of the Company’s common shares, the Company’s financial results, and exploration, development and mining activities of the Company, if any, may be significantly adversely affected by declines in the price of metals. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.
Infrastructure
Exploration, development and ultimately mining and processing activities depend, to one degree or another, on the availability of adequate infrastructure. Reliable air service, roads, bridges, power sources and water supply are significant contributors in the determination of capital and operating costs. Inadequate infrastructure could significantly delay or prevent the Company exploring and developing its projects and could result in higher costs.
King Copper does not and likely will not insure against all risks.
The Company’s insurance will not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to environmental liability or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause King Copper to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.
King Copper may be subject to disputes.
The Company may be involved in disputes with other parties in the future, which may result in litigation or arbitration. The results of litigation or arbitration cannot be predicted with certainty. If the Company is unable to resolve these disputes favorably, it may have a material adverse impact on the Company.
All industries, including the mining industry, are subject to legal claims that are with and without merit. Due to the inherent uncertainty of the litigation process and dealings with regulatory bodies, there is no assurance that any legal or regulatory proceeding will be resolved in a manner that will not have a material and adverse effect on the Company.
King Copper is dependent on key personnel.
The Company’s success depends in part on its ability to recruit and retain qualified personnel. Due to its relatively small size, the loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. In addition, despite its efforts to recruit and retain qualified personnel, even when those efforts are successful, people are fallible and human error could result in a significant uninsured loss to the Company.
King Copper’s officers and directors may have potential conflicts of interest.
King Copper’s directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. However, applicable law requires the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders and in the case of directors, to refrain from participating in the relevant decision in certain circumstances.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
Permits, licenses and approvals
In countries where we carry out exploration activities, the mineral rights or certain portions of them are owned by the relevant governments. These governments have entered into contracts with us, or granted permits or concessions that allow us to carry out operations or development and exploration activities there, but government policy could change. Any change that affects our rights to conduct these activities could have a material and adverse effect on the Company.
In addition, mineral exploration and mining activities can only be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining laws and regulations. The duration and success of each permitting effort are contingent upon many factors we do not control. In the case of foreign operations, governmental approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. There may be delays in the review process. There is no guarantee that we will be granted the necessary permits and licenses, that they will be renewed, or that we will be in a position to comply with all conditions that are imposed.
All mining projects require a wide range of permits, licenses and government approvals and consents. It is not certain that we will be granted these at all, or in a timely manner. If we do not receive them for our mineral projects or are unable to maintain them, it could have a material and adverse effect on the Company.
Title to our mineral properties
We have investigated title to all of our mineral properties and, to the best of our knowledge we have or are entitled to title to all of our properties subject to the items described in the MD&A and in our consolidated financial statements. Challenges may be made to the title to any of our properties and, if successful, they could impair development and/or operations at our mines or projects. There is no assurance that title to any of our properties will not be challenged.
New laws and regulations, or amendments to laws and regulations relating to mineral tenure and land title and usage, including expropriations and deprivations of contractual rights, if proposed and enacted, may affect our rights to our mineral properties. There is no assurance that we will be able to operate our properties as currently permitted or that we will be able to enforce our rights with respect to our properties.
Corruption and bribery
Our operations are governed by, and involve interactions with, many levels of government in foreign countries. We may not be able to complete some business transactions if we are subject to corruption or demands for bribes. Like most companies, we are required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the severity of penalties and frequency of enforcement under such laws, resulting in greater punishment and scrutiny to companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also any third-party agents. If we find ourselves subject to an enforcement action or are found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions being imposed on us resulting in a material adverse effect on the Company.
Reputational risk
Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Although we believe that we operate in a manner that is respectful to all stakeholders and take care in protecting our image and reputation, we do not have control over how we are perceived by others. Any reputation loss could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the Company and the price of the Company's securities.
King Copper Discovery Corp.
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Management's Discussion and Analysis
Period Ended September 30, 2025
Critical Accounting Policies and Estimates
The Company’s accounting policies are described in Notes 2 and 3 of its annual audited consolidated financial statements for the year ended December 31, 2024. There were no changes or adopted policies which had a material impact on the Company during the period.
Note Regarding Forward-Looking Statements
Except for historical information, this MD&A may contain forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.
The factors that could cause actual results to differ materially include, but are not limited to, the following: King Copper has no assurance that the licenses will be issued nor if issued, that they will be issued in a timely manner, general economic conditions; changes in financial markets; the impact of exchange rates; political conditions and developments in countries in which the Company operates; changes in the supply, demand and pricing of the metal commodities which the Company hopes to find and successfully mine; changes in regulatory requirements impacting the Company’s operations; the sufficiency of current working capital and the estimated cost and availability of funding for the continued exploration and development of the Company’s exploration properties.
This list is not exhaustive and these and other factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.
This MD&A contains certain forward-looking statements. Although forward-looking statements and information contained in this MD&A are based on the beliefs of King Copper management, which we consider to be reasonable, as well as assumptions made by and information currently available to King Copper management, there is no assurance that the forward-looking statement or information will prove to be accurate. The forward-looking statements and information contained in this MD&A are subject to current risks, uncertainties and assumptions related to certain factors including, without limitations, obtaining all necessary approvals, feasibility of mine and plant development, exploration and development risks, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events as well as risks, uncertainties and other factors discussed in our quarterly and annual and interim management’s discussion and analysis. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements and information may vary materially from those described herein. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this MD&A. We undertake no obligation to update forward-looking statements or information except as required by law.
King Copper Discovery Corp.
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