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Kubera Gold — Management Reports 2025
Jul 31, 2025
47774_rns_2025-07-30_75a13397-9760-4909-8305-babcc977b019.pdf
Management Reports
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KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
Dated: July 30, 2025
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of Kubera Gold Corp. for the six months ended June 30, 2025. Throughout this MD&A, unless otherwise specified, "Kubera", "Company", "we", "us" and "our" refer to Kubera Gold Corp. This MD&A should be read in conjunction with the Company's audited annual financial statements for the year ended December 31, 2024 and the notes thereto which were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standard Board, together with the unaudited condensed interim financial statements as at and for the six months ended June 30, 2025, which were prepared in accordance with IFRS and International Accounting Standards ("IAS") 34 (collectively referred to as the "Financial Statements"). Other information contained in these documents has also been prepared by management and is consistent with the data contained in the Financial Statements. All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.
Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These forward-looking statements include but are not limited to statements concerning:
- The Company's success at completing future financings;
- The Company's strategies and objectives;
- General business and economic conditions;
- Foreign political policies and objectives;
- The Company's ability to successfully negotiate mining licenses;
- The Company's ability to meet its financial obligations as they become due; and
- The Company's tax position, anticipated tax refunds and the tax rates applicable to the Company.
Readers are cautioned that the preceding list of risks, uncertainties, assumptions, and other factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
estimated or projected and expressed in or implied by these forward-looking statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, investors in securities of the Company should not place undue reliance on these forward-looking statements.
CORPORATE OVERVIEW AND OUTLOOK
Kubera was incorporated on September 28, 2018 in the province of British Columbia, and on October 10, 2023, changed its name from Shafer Resources Corp. to Kubera Gold Corp. The Company is an exploration stage company engaged in acquiring, exploring and developing mineral properties, principally located in Ontario, Canada.
On March 11, 2024, the Company completed an initial public offering ("IPO") and on March 13, 2024 became listed as a Tier 2 Mining issuer on the TSX Venture Exchange ("Exchange") under the trading symbol KBRA. The address of the Company's corporate office and principal place of business is 515 – 701 West Georgia Street, Vancouver, BC V7Y 1C6, and its registered and records office is located at 2200 – 885 West Georgia Street, Vancouver, BC V6C 3E8.
The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain mineral reserves that are economically recoverable. As of June 30, 2025, the Company has not generated revenues from its principal activities and is considered to be in the exploration stage.
MINERAL PROPERTIES
Dash Lake Property, Ontario
On October 10, 2018, the Company entered into an option agreement to acquire a 100% interest in the Dash Lake property (the "Property") located in the Kenora Mining Division, Northwestern Ontario, subject to a 1.5% net smelter royalty ("NSR"). The Property consists of 44 contiguous unpatented mining claims, including 10 boundary cell mining claims and 34 single cell mining claims encompassing a total area of approximately 815 hectares (8.15 square kilometres).
To earn the 100% interest, the Company was required to make total cash payments of $6,000, incur aggregate exploration expenditures of $75,000, and issue a total of 400,000 common shares of the Company as follows:
- Pay $6,000 (paid) and issue 80,000 common shares (issued) upon entering into of the Option Agreement;
- Within 10 days of completion of the minimum of $75,000 in exploration expenditures, issue 80,000 common shares (issued);
- Within 10 days of delivery of a National Instrument 43-101 report on the Property that meets the requirements of Exchange, issue 160,000 shares (issued); and
- After listing on the Exchange, upon the earlier of completion of an initial phase 1 work program of not less than $100,000, or the date, which is 12 months from listing on the Exchange, the Company will
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
have 90 days to issue a final 80,000 common shares (issued) for 100% right, title and interest in the Property.
During 2024, Clark Exploration and Consulting Inc. out of Thunder Bay, Ontario, was contracted by the Company to execute its field program on the Property. The field program was comprised of a work program to assess previously collected anomalous grab and soil samples.
The first phase consisted of prospecting and sampling across the Property. The crew assembled for the field program followed up on anomalous grab samples obtained from previous field programs. Additionally, soil geochemistry anomalies outlined during previous soil surveys were ground truthed.
Targets generated in the first phase were assessed as stripping targets for phase 2 of the field program, which is now scheduled for fall 2025.
As at December 31, 2024 and June 30, 2025, the Company owns 100% of the Property, subject to a 1.5% NSR.
As at June 30, 2025, the exploration and evaluation assets capitalized were $292,465.
| June 30, 2025 | |
|---|---|
| Acquisition Costs: | |
| Balance, beginning of period | $ 47,600 |
| Balance, end of period | $ 47,600 |
| Exploration Costs: | |
| Balance, beginning of period | $ 244,865 |
| Total Exploration Costs | 244,865 |
| Balance, end of period | $ 292,465 |
As of December 31, 2024, the exploration and evaluation assets consisted of the following:
| December 31, 2024 | |
|---|---|
| Acquisition Costs: | |
| Balance, beginning of year | $ 14,000 |
| Additions | 33,600 |
| Balance, end of year | $ 47,600 |
| Exploration Costs: | |
| Balance, beginning of year | $ 213,408 |
| Equipment rental | 7,680 |
| Geological services | 19,575 |
| Soil assays | 4,202 |
| Total Exploration Costs | 244,865 |
| Balance, end of year | $ 292,465 |
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
SELECTED ANNUAL INFORMATION¹
Kubera is an exploration stage company with no mineral producing properties, and thus, does not have revenues from any mineral properties.
| For the year ended December 31, 2024 | For the year ended December 31, 2023 | For the year ended December 31, 2022 | |
|---|---|---|---|
| Loss and comprehensive loss: | |||
| (i) total for the year | $280,347 | $59,415 | $18,731 |
| (ii) loss per share – basic and diluted | $0.02 | $0.01 | $0.00 |
| Total assets | $627,529 | $383,913 | $354,908 |
| Total current liabilities | $13,285 | $172,692 | $84,272 |
| Total long-term financial liabilities | $nil | $nil | $nil |
¹ Audited financial information prepared in accordance with International Financial Reporting Standards ("IFRS").
The Company's principal activity is the exploration of its mineral resource property. The increased loss for the year ended December 31, 2024 principally related to costs associated with the Company's listing on the Exchange, and share-based compensation expenses related to the vesting of options granted during the year.
SUMMARY OF QUARTERLY RESULTS¹
Kubera is an exploration stage company with no mineral producing properties, and thus, does not have revenues from any mineral properties.
| 2nd Quarter Ended June 30, 2025 | 1st Quarter Ended March 31, 2025 | 4th Quarter Ended December 31, 2024 | 3rd Quarter Ended September 30, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Loss and comprehensive loss for the period | 27,308 | 36,808 | 89,475 | 62,249 |
| Basic/diluted loss per share | 0.002 | 0.002 | 0.005 | 0.005 |
| 2nd Quarter Ended June 30, 2024 | 1st Quarter Ended March 31, 2024 | 4th Quarter Ended December 31, 2023 | 3rd Quarter Ended September 30, 2023 | |
| $ | $ | $ | $ | |
| Loss and comprehensive loss for the period | 92,886 | 35,737 | 47,361 | 5,018 |
| Basic/diluted loss per share | 0.005 | 0.003 | 0.004 | 0.00 |
¹ Unaudited financial information prepared in accordance IFRS
The Company's principal activity is the exploration of its mineral resource property. The increased losses in Q4 2023 and the quarters in 2024 principally related to costs associated with the Company's listing on the Exchange, and to share-based compensation expenses related to the vesting of options granted during fiscal 2024.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
The following is an analysis of the Company's operating results for the three and six months ended June 30, 2025 and includes a comparison against the comparable periods in the previous year.
General and administrative expenses for the three and six months ended June 30, 2025 were $18 and $36, respectively, compared to $18 and $36 for the three and six months ended June 30, 2024, respectively. These expenses are bank service fees.
Consulting fees for the three and six months ended June 30, 2025 were $17,850 and $36,000, respectively, compared to $15,000 and $30,000 for the three and six months ended June 30, 2024, respectively. These related to accounting, CFO, and administrative fees.
Professional fees for the three and six months ended June 30, 2025 were $7,272 and $14,170, respectively, compared to $24,321 and $35,684 for the three and six months ended June 30, 2024, respectively. These fees were incurred for legal, accounting and auditing services.
Share based compensation expense for the three and six months ended June 30, 2025 was $nil and $7,274, respectively, compared to $37,412 and $45,726 for the three and six months ended June 30, 2024, respectively. These expenses related to the vesting of stock options granted to directors, officers, and consultants of the Company.
Transfer agent and filing fees for the three and six months ended June 30, 2025 were $3,321 and $11,365, respectively, compared to $16,135 and $17,177 for the three and six months ended June 30, 2024, respectively. These fees related to transfer agent, SEDAR and regulatory filing fees.
Interest income for the three and six months ended June 30, 2025 was $1,153 and $4,729, respectively, compared to $nil and $nil for the three and six months ended June 30, 2024, respectively. This income is derived from a GIC that the Company placed funds into.
Loss and comprehensive loss for the period
As a result of the activities discussed above, the Company experienced a loss and comprehensive loss of $27,308 and $64,116 for the three and six months ended June 30, 2025, respectively, compared to $92,886 and $128,623 for the three and six months ended June 30, 2024, respectively.
SHARE CAPITAL
Authorized
Unlimited number of common and preferred shares without par value. As of the date of this MD&A there are no preferred shares issued or outstanding.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
Forward Share Split
On May 31, 2024, the Company completed a forward split of the Company's common shares on the basis of two new common shares for each one common share outstanding. All share and per share information in the Financial Statements and this MD&A has been retroactively adjusted to reflect the forward split.
Shares issued
On March 11, 2024, the Company completed its IPO of 6,000,000 common shares at a price of $0.125 per share for gross proceeds of $750,000. The Company incurred share issuance costs of $247,612, including $103,175 of which were recorded as deferred financing costs as at December 31, 2023. Further, the Company issued 360,000 agents' warrants, with each agent's warrant exercisable for one common share of the Company at a price of $0.125 until March 11, 2027.
Upon completion of the IPO, an aggregate of 2,400,000 common shares of the Company were held in escrow pursuant to the requirements of the Exchange. Ten percent of the escrowed common shares were released from escrow on March 11, 2024, and fifteen percent will be released every six months thereafter. As of June 30, 2025, and the date of this MD&A, an aggregate of 1,440,000 common shares remain in escrow.
On December 17, 2024, the Company issued 80,000 common shares of the Company with a fair value of $33,600 to acquire a 100% interest in the Dash Lake Property (see Mineral Properties section).
| Number of Common Shares | |
|---|---|
| Balance as at December 31, 2023 | 13,183,840 |
| Shares issued for cash | 6,000,000 |
| Shares issued for exploration and evaluation assets | 80,000 |
| Balance, as of December 31, 2024, June 30, 2025, and the date of this MD&A | 19,263,840 |
Stock options
The Company has adopted a rolling 10% stock option plan (the "Plan") which provides that the directors of the Company may grant options to purchase common shares of the Company to directors, officers, employees, and service providers, with the number of options being limited to 10% of the issued shares at the time of granting of options. The Board of Directors, in its sole discretion, may determine any vesting provisions for options. Options are equity settled. The exercise price shall be determined by the directors of the Company at the time of grant in accordance with the provisions of the Plan, with a minimum price of $0.05 or discounted market price. The expiry date for an option shall not be more than ten years from the grant date.
On March 11, 2024, the Company granted stock options to directors, officers, and a consultant to the Company to acquire up to an aggregate of 1,600,000 common shares. Each option is exercisable to acquire one common share at a price of $0.125 any time prior to March 11, 2029.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
The fair value of stock options at date of grant was estimated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:
| December 31, 2024 | |
|---|---|
| Weighted average share price | $0.125 |
| Risk-free interest rate | 3.48% |
| Expected life of option | 5.00 years |
On March 11, 2024, the Company amended the expiry date of the 300,000 stock options then outstanding to March 11, 2029, which resulted in an incremental fair value of $2,930 recognized as at December 31, 2024.
During the six months ended June 30, 2025, the Company recognized share-based payments of $7,274 (2024: $8,314) related to stock options granted.
A summary of the Company's stock option activity is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, December 31, 2023 | 300,000 | $0.125 |
| Granted | 1,600,000 | $0.125 |
| Balance, December 31, 2024, June 30, 2025, and as of the date of this MD&A | 1,900,000 | $0.125 |
As at the date of this MD&A, stock options outstanding and exercisable are as follows:
| Grant Date | Number of Options Outstanding | Options exercisable | Exercise Price | Expiry Date | Remaining Contractual Life (Years)1 |
|---|---|---|---|---|---|
| August 21, 2019 | 200,000 | 200,000 | $0.125 | March 11, 2029 | 3.62 |
| January 2, 2020 | 100,000 | 100,000 | $0.125 | March 11, 2029 | 3.62 |
| March 11, 2024 | 1,600,000 | 1,600,000 | $0.125 | March 11, 2029 | 3.62 |
| Total | 1,900,000 | 1,900,000 | $0.125 | 3.62 |
1As of the date of this MD&A
Agent warrants
As part of the IPO on March 11, 2024, the Company granted to the agent warrants to acquire 360,000 common shares at a price of $0.125 per common share until March 11, 2027.
The agent's warrants were determined to have a fair value of $28,500 using a Black-Scholes option pricing model with the following assumptions; share price - $0.125, exercise price - $0.125, risk free interest rate - 3.48%, expected life - 3 years, and annualized volatility - 100%.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
A summary of the Company's agent warrants activity is as follows:
| Number of Agents | Agent | Weighted Average Exercise Price | |
|---|---|---|---|
| Balance, December 31, 2023 | - | $- | |
| Granted | 360,000 | $0.125 | |
| Balance, December 31, 2024, June 30, 2025, and the date of this MD&A | 360,000 | $0.125 |
As at the date of this MD&A, agent warrants outstanding and exercisable are as follows:
| Grant Date | Number of Agent Warrants Outstanding and Exercisable | Exercise Price | Expiry Date | Remaining Contractual Life (Years)¹ |
|---|---|---|---|---|
| March 11, 2024 | 360,000 | $0.125 | March 11, 2027 | 1.61 |
| Total | 360,000 | $0.125 | 1.61 |
¹As of the date of this MD&A
LIQUIDITY AND CAPITAL RESOURCES
Capital is comprised of the Company's shareholders' equity and any debt that it may issue. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain credit worthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.
The Company is not subject to any externally imposed capital requirements. There were no changes to management's approach to capital management during the six months ended June 30, 2025.
A summary of the Company's cash flows during the six months ended June 30, 2025 and 2024 is as follows:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | ||
|---|---|---|---|
| Cash flows provided by (used in) operating activities | $ | (17,872) | $ (154,161) |
| Cash flows provided (used) by investing activities | - | (22,875) | |
| Cash flows provided (used) by financing activities | - | 605,564 | |
| Increase/(decrease) in cash for the period | (17,872) | 428,528 | |
| Cash, beginning of the period | 300,721 | 38,824 | |
| Cash, end of the period | $ | 282,849 | $ 467,352 |
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
Cash flows provided/(used) in operating activities were $(17,872) for the six months ended June 30, 2025 compared to $(154,161) for the six months ended June 30, 2024. The cash was used to maintain the administrative needs of the Company. In the current fiscal period, non-cash item share based compensation totalled $7,274.
Cash flows provided/(used) in investing activities were $nil for the six months ended June 30, 2025 compared to $(22,875) for the six months ended June 30, 2024. The cash was used for the exploration of the Company's exploration and evaluation assets.
Cash flows provided by financing activities were $nil during the six months ended June 30, 2025, compared to $605,564 for the six months ended June 30, 2024. In the 2024 fiscal period, the Company completed its IPO of 6,000,000 common shares at a price of $0.125 per share for gross proceeds of $750,000.
As a result of the above activities, at June 30, 2025, the Company has $282,849 of cash to settle current liabilities of $21,092. As such, the Company's management believes it has sufficient cash to fund corporate overhead costs for the next year.
The Company has no operating revenues and finances its operations principally through equity financing. Although the Company has been successful in raising the above funds, there can be no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company's activities. In these uncertain times, the Company carefully monitors its expenditure and cash flows. The Company anticipates that it will continue to rely on the equity market to raise additional funds when needed. Debt financing has not been used to fund property acquisitions and exploration, and the Company has no current plans to use debt financing.
Since incorporation, the Company's capital resources have been limited. The Company has had to rely upon the sale of equity securities for the cash required for exploration, evaluation, and administration.
The Company does not have any commitments for material capital expenditures, and none are presently contemplated other than as disclosed above normal operating requirements. The Company will require funds in order to fund any significant exploration programs, and as a result, the Company will have to continue to rely on equity, or debt financing if it becomes available to the Company, in the future. There can be no assurance that financing, whether equity or debt, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company.
The financial statements have been prepared in accordance with IFRS applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. The accompanying financial statements do not reflect adjustments that may be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate, adjustments may be necessary to the carrying amounts and/or classification of assets and/or liabilities and the reported expenses in these financial statements. Such adjustments could be material.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Key management personnel include people who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.
A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Expenses incurred with current directors and officers of the Company are as follows:
| Nature of the Services | June 30, 2025 | June 30, 2024 |
|---|---|---|
| Consulting fees (CFO) | $ 6,000 | $ 3,580 |
| Share-based compensation | 5,637 | 35,436 |
| $ 11,637 | $ 39,016 |
As at June 30, 2025 there was $6,000 (2024 - $nil) due to related parties. There were no other related party transactions during the six months ended June 30, 2025.
RISKS AND UNCERTAINTIES
The Company is in the business of acquiring and exploring mineral properties. It is exposed to several risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subject to variations in commodity prices, market sentiment, exchange rates for currency, inflation, and other risks. The Company currently has no source of revenue. The Company relies on equity financing to fund exploration activities on its mineral properties.
The risks and uncertainties described in this section are not inclusive of all the risks and uncertainties to which the Company may be subject.
An investment in the Company's common shares should be considered highly speculative due to the nature of the Company's existing business and operations.
The Company requires financing in order to maintain and continue its operations. The Company's ability to continue will largely be reliant on its continued attractiveness to equity investors and its ability to obtain additional financing to maintain and grow operations. Failure to obtain sufficient financing may result in delaying, scaling back, elimination of, or indefinite postponement of, the exploration schedule and its current or future programs. Additionally, should the Company require additional capital to continue, failure to raise such capital could result in the Company going out of business. There can be no assurance
10
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.
From time to time, the Company may issue new shares, seek debt financing, dispose of assets, or enter transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards.
Exploration and Development
Mineral exploration and development is a speculative business, characterized by several significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, though present, are of insufficient size and/or grade to return a profit from production. All the mineral claims in which the Company has a right to acquire an interest are in the exploration stages only and are without a known body of commercial ore. Upon discovery of a mineralized occurrence, several stages of exploration and assessment are required before its economic viability can be determined. Development of the subject mineral properties would follow only if favorable results were determined at each stage of assessment. Few precious and base metal deposits are ultimately developed into producing mines.
Operating Hazards and Risks
Mining operations involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. During exploration, development and production of mineral properties, certain risks, and in particular unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding, and earthquakes, may occur. Operations in which the Company has a direct or indirect interest are subject to all the hazards and risks normally incidental to exploration, development, and production of mineral deposits, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage, and possible legal liability for any or all damage.
Foreign Currency Exchange
Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. Although the Company is considered to be in the exploration stage and has not yet developed commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the exchange rate between Canadian and United States dollars.
Supplies and Infrastructure
The Company's property interests are often located in remote, undeveloped areas and the availability of infrastructures such as surface access, skilled labor, fuel, and power at an economic cost cannot be assured. These are integral requirements for exploration, production, and development facilities on mineral properties. Power may need to be generated onsite.
Metal Prices
The mining industry, in general, is intensely competitive and there is no assurance that a profitable market will exist for the sale of metals produced, even if commercial quantities of precious and/or base metals are discovered. Factors beyond the control of the Company may affect the marketability of metals discovered. Pricing is affected by numerous factors beyond the Company's control, such as international
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
economic and political trends, global or regional consumption and demand patterns, increased production, and smelter availability. There is no assurance that the price of metals recovered from any mineral deposit will be such that it can be mined at a profit.
Title Risks
Although the Company has exercised the usual due diligence with respect to determining title to properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. The Company's mineral property interests may be subject to prior unregistered agreements, transfers or native claims, and title may be affected by undetected defects.
Environmental Regulations, Permits and Licenses
The Company's operations are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labor standards, occupational health, waste disposal, safety, and other matters. Environmental legislation in Ontario provides restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact statements. Environmental legislation is evolving in a direction of stricter standards and enforcement, and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers, and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. The Company intends to fully comply with all environmental regulations. The current operations of the Company require permits from Ontario authorities and such operations are governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental, mine safety and other matters. The Company believes that it is in compliance with all material laws and regulations which currently apply to its activities. However, there can be no assurance that all permits which the Company may require for its operations and exploration activities will be obtainable on reasonable terms, a timely basis or that such laws and regulations would not have an adverse effect on any mining project which the Company might undertake.
Competition and Agreements with Other Parties
The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial resources and technical capacity. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future. The Company may, in the future, be unable to meet its share of costs incurred under such agreements to which it is a party, and it may have its interest in the properties subject to such agreements reduced as a result. Also, if other parties to such agreements do not meet their share of such costs, the Company may not be able to finance the expenditures required to complete recommended programs.
Economic Conditions
Unfavourable economic conditions may negatively impact the Company's financial viability. Unfavourable economic conditions could also increase the Company's financing costs, decrease net income, or increase net loss, limit access to capital markets and negatively impact the availability of credit facilities to the Company.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
Lack of Dividend Policy
The Company does not presently intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual amount of dividends received from the Company will remain subject to the discretion of the Company’s Board of Directors and will depend on results of operations, cash requirements and future prospects of the Company and other factors.
Possible Dilution to Present and Prospective Shareholders
The Company’s plan of operation, in part, contemplates the accomplishment of business negotiations by the issuance of cash, securities of the Company, or a combination of the two, and incurring debt. Any transaction involving the issuance of previously authorized but unissued common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.
Dependence of Key Personnel
The Company is dependent on the business and technical expertise of its management team. If it is unable to rely on this business and technical expertise, or if any of the expertise is inadequately performed, the business, financial condition and results of operations of the Company could be materially adversely affected until such time as the expertise could be replaced.
FINANCIAL INSTRUMENTS
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Market Risk
Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:
(i) Foreign exchange risk
Currency risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is not currently exposed to foreign exchange risk.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s sensitivity to interest rates is considered insignificant.
(iii) Price risk
The Company is exposed to price risk with respect to 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. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the
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KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
Company. Given the Company's limited market exposure at this time, it has assessed there to be a low risk of price rate risk.
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality institutions. The Company's maximum exposure to credit risk is equal to the carrying amount of cash and GST and interest receivable. Management believes that the credit risk related to its cash is negligible.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at June 30, 2025, the Company had a cash balance of $282,849 to settle current liabilities of $21,092. All the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. As at June 30, 2025, the Company has no sources of revenue to fund its operating expenditures or fund any identified business acquisition and as such will likely require additional financing to accomplish the Company's long-term strategic objectives. Future funding may be obtained by means of issuing share capital, or debt financing. If the Company is unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern. Consequently, the Company is currently exposed to a moderate level of liquidity risk.
Fair Value Measurements
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- 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); and
- Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs)
As at June 30, 2025, the Company's financial instruments consist of cash, GST receivable, and accounts payable and accrued liabilities. Cash, GST receivable, and accounts payable and accrued liabilities are classified as amortized cost. The fair value of these financial instruments approximates their carrying values, which is the amount recorded on the statement of financial position in the Financial Statements.
SEGMENTED INFORMATION
The Company operates in one reportable segment, being the exploration and evaluation of mineral properties. The Company's exploration and evaluation assets are located in Canada.
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year included:
Deferred tax assets and liabilities
The measurement of deferred income tax provision is subject to uncertainty associated with the timing of future events and changes in legislation, tax rates and interpretations by tax authorities. The estimation of taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful operations of the Company. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and deferred tax provisions or recoveries could be affected.
Exploration and evaluation assets
The carrying amount of the Company's exploration and evaluation assets does not necessarily represent present or future values, and the Company's exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on several factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental, and regulatory factors and uncertainties that could impact management's assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company's exploration and evaluation assets.
Stock options
Determining the fair value of stock options and compensatory warrants requires estimates related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate, and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine
KUBERA GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
fair value could have a significant impact on the Company's future operating results or on other components of shareholders' equity.
CRITICAL ACCOUNTING JUDGEMENT
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the statements are, but are not limited to, the following:
Going Concern
The Company's management has assessed the Company's ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1 of the Financial Statements.
PROPOSED TRANSACTIONS
The Company currently has no proposed transactions.
OFF-BALANCE SHEET ARRANGEMENTS
The Company currently has no off-balance sheet arrangements.
ADDITIONAL INFORMATION
Additional information relating the Company is available at www.sedarplus.ca.