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Kingsview Minerals Ltd. — Management Reports 2025
Nov 29, 2025
47960_rns_2025-11-28_40889bb5-262d-4c0d-af84-41003fac1a01.pdf
Management Reports
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KINGSVIEW MINERALS LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025 and 2024
The Management's Discussion and Analysis ("MD&A") was prepared as of November 27, 2025 and is intended to supplement and complement unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 and the audited consolidated financial statements of Kingsview Minerals Ltd. (the "Company") for the years ended December 31, 2024 and 2023 and related notes attached thereto. Accordingly, this MD&A includes the results of operations and cash flows of the Company for the three months and nine months ended September 30, 2025 and 2024, and the reader must be aware that historical results are not necessarily indicative of the future performance. All amounts are reported in Canadian dollars. The aforementioned documents can be accessed on the SEDAR web site www.sedarplus.ca.
Unless otherwise stated, financial results have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), and Interpretations of the Financial Reporting Interpretations Committee ("IFRIC").
DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of British Columbia on October 2, 2018. The address of the Company's corporate office and its principal place of business is located at Suite 510-580 Hornby Street, Vancouver, British Columbia, V6C 3B6.
The Company is in the business of exploring for minerals that by its nature involves a high degree of risk. There can be no assurance that any future exploration programs will result in profitable mining operations. The recoverability of the carrying value of the exploration and evaluation assets and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, the ability of the Company to obtain financing or, alternatively, upon the Company's ability to dispose of its interest on an advantageous basis. Management estimates that the Company has sufficient working capital to meet its projected minimum financial obligations for the next fiscal year.
HIGHLIGHTS
On February 20, 2025, 1,000,000 shares issued prior to going public, held in escrow and whose release was subject to certain conditions being met, were cancelled.
On February 25, 2025, the Company announced key management changes and changes to its board of directors.
The following directors and officers have resigned from the Company: Jamal Amin (Director); Bob Leshchyshen (Director); James Macintosh (Chief Executive Officer); and Julio DiGirolamo (Chief Financial Officer and Corporate Secretary).
Concurrently, the Board announced the appointment of the following directors and officers: Edward Yew (Director & Chief Executive Officer); Brian Morales (Director, Chief Financial Officer & Corporate Secretary); and Sophie Galper-Komet (Director).
During the six months ended June 30, 2025, the Company received $45,000 by way of a promissory note from an arm's length third party, under the terms of the promissory note the Company and the lender are to enter into a further agreement regarding the rate of interest and repayment date
Effective March 14, 2025, Kingsview consolidated its outstanding common shares, on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares. All the shares, warrants and options data in the December 31, 2024 financial statements and MD&A have been adjusted retrospectively to reflect the share consolidation.
During the three and nine months ended September 30, 2025, the Company completed the acquisition of the Vernon Property located in southeastern New Brunswick. The Vernon Mine which historically produced copper in the 1860s, represents a significant unexplored opportunity for gold mineralization.
In connection with the acquisition, the Company issued 3,000,000 pre-consolidation shares on June 9, 2025, (see below) valued at $0.12 per common share or $360,000. The acquisition was completed by way of a three-way amalgamation, whereby the company owning the property was amalgamated with a newly incorporated wholly owned subsidiary of the Kingsview.
Effective August 1, 2025, Kingsview consolidated its outstanding common shares, on the basis of one (1) post-consolidation common share for every two (2) pre-consolidation common shares. All the shares, warrants and options data in the December 31, 2024 financial statements and MD&A have been adjusted retrospectively to reflect the share consolidation.
During the three and nine months ended September 30, 2025, the Company received $40,000 by way of an advance from an arm's length third party, under the terms of the advance the Company and the lender are to enter into a further agreement regarding the rate of interest and repayment date subsequent to the release of these consolidated financial statements.
During the three and nine months ended September 30, 2025, the Company entered into a series of agreements with creditors to settle approximately $366,000 of liabilities, including the Promissory Notes, in exchange for the issuance of 1,830,000 common shares. The shares are still to be issued.
FORWARD-LOOKING STATEMENTS
Certain information in this MD&A, including all statements that are not historical facts, constitutes forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking information may include, but is not limited to, information which reflect management's expectations regarding the Company's future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Often, this information includes words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
In making and providing the forward-looking information included in this MD&A the Company's assumptions may include among other things: (i) assumptions about the price of metals; (ii) that there are no material delays in the optimization of operations at the exploration and evaluation assets; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; and (v) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include among other things the following: (i) decreases in the price of base precious metals; (ii) the risk that the Company will continue to have negative operating cash flow; (iii) the risk that additional financing will not be obtained as and when required; (iv) material increases in operating costs; and (v) environmental risks and changes in environmental legislation.
This MD&A contains information on risks, uncertainties and other factors relating to the forward-looking information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company's control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to reissue or update forward-looking information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking information disclosed in this document is qualified by this cautionary statement.
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SCOPE OF ANALYSIS
Unless otherwise stated, financial results have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), and Interpretations of the Financial Reporting Interpretations Committee ("IFRIC"). The Company reports its financial results in Canadian dollars and in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board. All reported financial information includes the financial results of the Company and its subsidiaries.
TRENDS
Other than as disclosed in this MD&A, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon its revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
EXPLORATION AND EVALUATION EXPENDITURES
| Cumulative expenditure, December 31, 2022 | $1,906,174 |
|---|---|
| Exploration and evaluation work | 341,798 |
| Cumulative expenditure, December 31, 2023 | $2,247,972 |
| Exploration and evaluation work | 15,049 |
| Cumulative expenditure, December 31, 2024 | $2,263,021 |
On June 11, 2024, Kingsview and BTU Metals Corp. ("BTU") closed on a Purchase and Sale Agreement ("PSA") for the sale of Kingsview's Echum and Hubcap Projects to BTU. Per the terms of the PSA, BTU purchased a 100% interest in two packages of mineral claims known as the Echum and Hubcap Projects for a total of 5,000,000 common shares in the capital of BTU, valued at $150,000. BTU also made a one-time cash payment in the amount of $25,000 on closing. In connection with the PSA, the Company also assigned to BTU the four existing 2% NSR royalties payable to the various original vendors of some of the claims.
As described above the Company completed the acquisition of the Vernon property during the three and nine months ended September 30, 2025.
RESULTS OF OPERATIONS
Three Months and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024
The Company incurred a loss and comprehensive loss of $9,918 for the three months ended September 30, 2025 (three months ended September 30, 2024 – net loss of $79,828). A brief explanation of the significant changes in expenses by category is provided below:
- Management fees were ceased for the three months ended September 30, 2025, as a result of the change in management.
- General and administrative expenses were lower due to a concerted effort to preserve cash balances.
- Professional fees were lower in 2025 compared to the 2024, due to the management transition and a concerted effort to preserve cash balances.
The Company incurred a loss and comprehensive loss of $76,630 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 – net income of $76,629). A brief explanation of the significant changes in expenses by category is provided below:
- Management fees were ceased for the nine months ended September 30, 2025, as a result of the change in management.
- General and administrative expenses were lower due to a concerted effort to preserve cash balances.
- Professional fees were lower in 2025 compared to the 2024, due to the management transition and a concerted effort to preserve cash balances.
- Net income in 2024, includes the impact of a gain on the sale of a mining property of $175,000.
QUARTERLY INFORMATION
| Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | |
|---|---|---|---|---|
| Net loss for the period | $ (9,918) | $ (41,812) | $ (24,900) | $ (71,072) |
| Basic and diluted loss per share | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.02) |
| Total assets | $ 387,398 | $ 385,399 | $ 24,680 | $ 50,833 |
| Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
| Net (loss) income for the period | $ (79,828) | $ (76,375) | $ 73,176 | $ (29,107) |
| Basic and diluted loss per share | $ (0.02) | $ (0.02) | $ 0.02 | $ (0.01) |
| Total assets | $ 226,814 | $ 272,463 | $ 168,103 | $ 235,366 |
LIQUIDITY AND CAPITAL RESOURCES AND CAPITAL EXPENDITURES
The Company's audited financial statements were prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation for the foreseeable future. The operations of the Company were primarily funded by the issue of share capital. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, complete sufficient debt or equity financing, or generate profitable operations in the future. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.
The continuation of the Company as a going concern is dependent on its ability to raise additional capital or debt financing, including on reasonable terms, in order to meet business objectives towards achieving profitable business operations.
At September 30, 2025, the Company had cash of $24,695, (December 31, 2024 – $48,173) and negative working capital of $372,687 (December 31, 2024 – negative working capital of $296,057).
RELATED PARTY TRANSACTIONS
Related parties include the Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as any persons performing similar functions.
Related party transactions conducted in the normal course of operations are measured at the fair value and approved by the Board of Directors in strict adherence to conflict of interest law and regulations.
The Company incurred the following charges with directors and/or officers of the Company and/or companies controlled by them for the three and nine months ended September 30, 2025 and 2024:
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| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Consulting – President and CEO | - | - | - | 30,000 |
| Consulting – CFO | - | - | - | 21,500 |
| - | - | - | 31,500 |
At September 30, 2025, $nil and $nil were due to the Company's former President & CEO and CFO, respectively, on account of unpaid fees (At December 31, 2024 – the Company's former President and CEO and CFO were owed $60,000 and $48,000, respectively). These amounts are accrued and included in accounts payable.
On November 8, 2024, the Company settled unpaid management consulting fees to Company's President & CEO and CFO of $144,000 by transferring 4,800,000 of BTU shares at $0.03 per share.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered any off-balance sheet arrangements.
FINANCIAL INSTRUMENTS, BUSINESS RISKS AND UNCERTAINTIES
As at September 30, 2025, the Company's financial instruments are comprised of cash, other receivables, accounts payable and accrued liabilities and promissory note payable. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.
Liquidity risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2025, the Company had a cash balance of $24,695 to settle current liabilities of $400,085. All of the Company's financial liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
a. Interest rate risk The Company has cash balances and no interest-bearing debt. As of June 30, 2025, the Company has no interest-bearing financial assets or liabilities.
b. Foreign currency risk The Company has a nominal amount of cash denominated in a foreign currency. As a result, the Company is not subject to any substantial foreign exchange risk from fluctuations in foreign exchange rates. The Company has not entered into any derivative or other financial instruments to mitigate this foreign exchange risk.
c. Price risk The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
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ACCOUNTING POLICIES AND FUTURE ACCOUNTING POLICIES
Please refer to the December 31, 2024 consolidated financial statements on www.sedarplus.ca for details on accounting policies adopted in the year as well as future accounting policies.
DISCLOSURE OF OUTSTANDING SHARE DATA (as of November 27, 2025)
Common Shares Authorized:
Unlimited number of common shares with no par value
Common Shares Issued:
3,466,606 common shares issued and outstanding, which reflects the Company's two for one share consolidation. No common shares were issued during the three months and six ended June 30, 2024.
During the three and nine months ended September 30, 2025, the Company entered into a series of agreements with creditors to settle approximately $366,000 of liabilities, including the Promissory Notes, in exchange for the issuance of 1,830,000 common shares. The shares are still to be issued.
Warrants
On February 26, 2024, 232,000 warrants with an exercise price of $1.00 per share expired unexercised. On December 29, 2024, 231,500 warrants with an average exercise price of $1.10 per share expired unexercised.
The Company has no warrants outstanding.
Stock Options
The Company has a Share Option Plan (the "Plan") under which it is authorized to grant options to purchase common shares of the Company to directors, senior officers, employees and/or consultants of the Company. The aggregate number of shares of the Company which may be issued and sold under the Plan will not exceed 10% of the total number of common shares issued and outstanding from time to time.
On March 28, 2023, the Company granted 90,000 stock options to directors, officers and consultants. The stock options carry an exercise price of $1.00, and vest immediately. The value ascribed to this issue was $46,184 using the Black-Scholes option pricing model under the following weighted average assumptions: share price – $0.30; risk free rate of return – 3.00%; annualized volatility – 138%; expected life – 5 years; dividend yield – 0%.
The movement in the Company's share options are as follows:
| Number of Stock Options Outstanding | Weighted Average Exercise Price | |
|---|---|---|
| Balance, September 30, 2025 and December 31, 2024 | 190,000 | $ 2.03 |
At June 30, 2025, the Company has outstanding share purchase options enabling holders to acquire common shares of the company as follows:
| Grant Date | Options Outstanding | Options Vested | Remaining Contractual Life In Years | Exercise Price ($) | Expiry Date |
|---|---|---|---|---|---|
| May 15, 2021 | 100,000 | 100,000 | 0.87 | 3.00 | May 15, 2026 |
| March 28, 2023 | 90,000 | 90,000 | 2.74 | 1.00 | March 28, 2028 |
| 190,000 | 190,000 | 1.50 |
On February 20, 2025, 1,000,000 shares issued prior to going public, held in escrow and whose release was subject to certain conditions being met, were cancelled.
Disclosure Controls and Procedures
Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence in that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate do not make any representations relating to the establishment and maintenance of:
- controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
- a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's generally accepted accounting principles (IFRS).
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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