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LFNT Resources Corp. Management Reports 2026

Apr 1, 2026

48447_rns_2026-04-01_4169cb21-7d8c-48f2-92e5-d1b260a2dbd0.pdf

Management Reports

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LFNT RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2026

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of LFNT Resources Corp. (hereinafter "LFNT" or the "Company") for the three months ended January 31, 2026. The MD&A should be read in conjunction with the unaudited condensed interim financial statements of the Company for the three months ended January 31, 2026, and the audited financial statements for the year ended October 31, 2025. This report is dated April 1, 2026.

SCOPE OF ANALYSIS

The following is a discussion and analysis of LFNT. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards ("IFRS") and related interpretations as issued by the International Standards Board. All published financial results include the assets, liabilities, and results of operations of the Company.

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by, or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks and Uncertainties section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.


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GENERAL BUSINESS AND DEVELOPMENT

LFNT Resources Corp. is in the mining and exploration sector.

The Company's head office and registered office address is 480 – 789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2.

BUSINESS CHRONOLOGY

On June 23, 2022, LFNT Resources Corp. (the "Company") was incorporated under the Business Corporations Act (British Columbia).

On February 10, 2023, the Company changed its name from LFNT Capital Corp. to LFNT Resources Corp.

On April 26, 2023, trading of the Company's common shares commenced on the Canadian Securities Exchange under the symbol "LFNT."

BOARD OF DIRECTOR AND MANAGEMENT CHANGES

On February 13, 2026, Sheri Rempel and Ron Woo were not up for reelection as Directors of the Company at the Annual General Meeting.

On February 27, 2026, the Company announces the resignation of Laurie Thomas as director of the Company.

OVERALL PERFORMANCE

To date, the Company has not realized profitable operations and has relied on equity and trade credit to fund the losses. The Company recognized a loss and comprehensive loss of $45,030 during the three months ended January 31, 2026.

The Company operates in one reportable operating segment, which is the mining and exploration sector in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.

DISCUSSION OF OPERATIONS

The Company does not have any revenue as it is in the early stages of exploration of its Skyfire property. The Company's management intends to explore the Skyfire property and hopefully prove that it contains economically recoverable resources.

Skyfire property

On August 19, 2022, the Company entered into an Agreement whereby the Company will have the right to earn a 100% interest in the Skyfire property. The Skyfire property is comprised of 1,897 hectares including 7 BCMTO claim tenures located in the Cariboo Mining Division, British Columbia, Canada.

The Company entered into an amending agreement dated December 19, 2025 (the "Amending Agreement") with the optionors of the Skyfire Property. The Amending Agreement amended the


Company's existing option agreement dated August 19, 2022, pursuant to which the Company might earn a 100% interest in the Skyfire Property. Under the Amending Agreement, and in consideration of a cash payment of $32,000 (paid) and the issuance of an additional 200,000 common shares of the Company (issued) to the optionors, all remaining exploration expenditure requirements, share issuance obligations, cash payment obligations, and other time-based commitments were extended by twelve (12) months from their respective original due dates.

Pursuant to the terms of the Amending Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the Optionors:

Cash payment amount to optionors Shares to be issued to optionors Minimum exploration requirements
$16,000 within 7 business days of signing the agreement (Paid). 100,000 shares to be issued within 10 days of listing on a Canadian stock exchange $75,000 to be spent on or before the 1st anniversary date of the effective date (Met).
$20,000 to be paid on or before the 1st anniversary date (Paid). 100,000 shares to be issued on the 1st anniversary date of the Agreement (Issued). $120,000 to be spent on or before the 2nd anniversary date of the effective date (Met).
$32,000 to be paid on or before the 2nd anniversary date (Paid). 200,000 shares to be issued on the 2nd anniversary date of the Agreement (Issued). $240,000 to be spent on or before the 4th anniversary date of the effective date (extended to August 2026).
$48,000 to be paid on or before the 4th anniversary date. 200,000 shares to be issued on the 4th anniversary date of the Agreement. $600,000 to be spent on or before the 5th anniversary date of the effective date.
$84,000 to be paid on or before the 5th anniversary date. 400,000 shares to be issued on the 5th anniversary date of the Agreement.
Total cash $200,000 1,000,000 shares $1,035,000

Excess expenditures from one year can be applied to the next. If there is a shortfall in exploration expenditures in any one year, the Agreement can be maintained in good standing by making a payment, in the equivalent cash, of the shortfall to the Skyfire optionors. If the Company spends more funds in one year than prescribed by this section, the surplus will be applied and carried forward to the following years.

In addition, the Skyfire optionors will receive an additional 500,000 shares on the confirmation of a resource on the Skyfire property and an additional 500,000 shares upon a decision by the Company to produce minerals from the property.


The Skyfire property is subject to a 2% Net Smelter Royalty ("NSR") royalty in favour of the property optionors. The Company has the right to purchase 1% of the NSR for $2,000,000 any time prior to the commencement of commercial production. The NSR buy-out price will be adjusted annually according to the consumer price index with a base of December 31, 2025.

Rising inflation and delayed shipping services may adversely affect the Company's exploration activities and business operations in the future.

Pursuant to the Skyfire property agreement, the Company issued 100,000 common shares with a fair value of $50,000 on May 3, 2023, 100,000 common shares with a fair value of $40,000 on August 21, 2023 and 200,000 common shares with a fair value of $12,000 on August 19, 2024.

During the year ended October 31, 2024, the Company made a $32,000 cash payment and issued 200,000 common shares to the Skyfire optionors pursuant to the second anniversary commitments of the option agreement. The Company also met the exploration expenditure requirements required on the second anniversary.

During the three months ended January 31, 2026, the Company incurred $Nil (three months ended January 31, 2025 – $3,561) of exploration expenses which have been recorded on the condensed interim statement of loss and comprehensive loss.

During the three months ended January 31, 2026, the Company made a cash payment of $32,000 and issued 200,000 common shares of the Company with a fair value of $44,000 to the optionors pursuant to the Amending Agreement.

The following summarizes the cumulative costs capitalized as mineral property as of January 31, 2026:

Skyfire property
Property acquisition costs $
Balance, October 31, 2025 170,000
Additions:
Option payments 32,000
Property acquisitions 44,000
Balance, January 31, 2026 246,000

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RESULTS OF OPERATIONS

Three months ended January 31, 2026 Three months ended January 31, 2025
$ $
Operating Expenses
Administration - 56
Professional fees 760 3,855
Management and consulting fees 33,000 33,000
Regulatory and transfer agent fees 9,495 11,645
Investor relations 1,242 -
Exploration cost - 3,561
(44,497) (52,117)
Other Items
Interest expense (533) -
Loss and comprehensive loss (45,030) (52,117)

FOR THE THREE MONTHS ENDED JANUARY 31, 2026

a) Professional fees for the three months ended January 31, 2026, was $760 compared to $3,855 for the three months ended January 31, 2025. The decrease was due to lower legal services due to reduced operational activity in the current period.

b) Exploration costs for the three months ended January 31, 2026 was $Nil compared to exploration costs of $3,561 for the three months ended January 31, 2026. The decrease was due to no activity in the current period.

c) Regulatory and transfer agent fees for the three months ended January 31, 2026, was $9,495 compared to $11,645 for the three months ended January 31, 2025. The decrease was related to lower transfer agent services in the current period.

d) Investor relations fees for the three months ended January 31, 2026, was $1,242 compared to $Nil for the three months ended January 31, 2025. The increase was related to AGM costs in the current period.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial performance highlights for the last eight quarters, which have been prepared in accordance with IFRS.


January 31, 2026 (Q1) October 31, 2025 (Q4) July 31, 2025 (Q3) April 30, 2025 (Q2) January 31, 2025 (Q1) October 31, 2024 (Q4) July 31, 2024 (Q3) April 30, 2024 (Q2)
$ $ $ $ $
Loss and comprehensive loss (45,030) (49,440) (42,165) (7,759) (52,117) (111,996) (84,017) (670,061)
Basic and diluted loss per share (0.00) (0.00) (0.01) (0.00) (0.00) (0.01) (0.00) (0.03)
Cash 30,120 15,498 48,366 52,746 84,281 185,486 229,159 350,281
Assets 280,319 187,812 220,342 255,798 256,984 362,575 404,867 486,845
Liabilities 142,171 48,634 31,724 24,808 18,235 71,709 14,005 11,966
Equity 138,148 139,178 188,618 230,990 238,749 290,866 390,862 474,879

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2026, the Company had working capital deficiency of $107,852 (October 31, 2025 – $30,822).

For the three months ended January 31, 2026, the Company incurred a net loss and comprehensive loss of $45,030 (three months ended January 31, 2025 – $52,117). As at January 31, 2026, the Company had a cumulative deficit of $1,487,561.

The continuation of the Company as a going concern is dependent on its ability to raise additional capital or debt financing, on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

There can be no assurance that consultants, service providers, and advisors will continue to extend unpaid accounts, services, and liabilities to the Company in order to maintain its business and filing requirements as a reporting issuer.

Fluctuating commodity prices can have a material impact on the Company's financial performance and ability to obtain financing with reasonable terms.

On December 23, 2025, the Company entered into a promissory note for an unsecured loan in the principal amount of $100,000. The loan bears interest at 5% per annum and is due in full on December 31, 2026.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

As at January 31, 2026, and at the date of this report there are 23,550,333 common shares issued and outstanding.

As at January 31, 2026, and at the date of this report, there are 9,649,998 warrants outstanding.

The Company has not granted any stock options.


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OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements or commitments.

RELATED PARTY TRANSACTIONS

Balances

The following amounts due to related parties are unpaid director fees, management and consulting fees and expense reimbursements included in accounts payables and accrued liabilities. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

January 31, 2026 October 31, 2025
$ $
Company controlled by a director of the Company 36,938 25,913
36,938 25,913

Transactions

The Company incurred $10,500 in management and consulting fees to ARO Consulting Inc., a company controlled by one of the Company's directors during the three months ended January 31, 2026 (three months ended January 31, 2025- $10,500).

All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.

ACCOUNTING POLICIES

The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company's results of operations are reported using policies and methods in accordance with IFRS. In preparing financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses for the period. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during this year.


Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates. The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of exploration expenses and recognition of deferred tax amounts. Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events, whose subsequent changes could materially impact the validity of such an assessment.

Impairment of assets

The impairment assessment of a financial asset requires judgment. Management evaluates the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. When the fair value declines, management makes a judgment if the decline in value is other than temporary impairment to be recognized in profit or loss.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, loan payable and accounts payable and accrued liabilities. The carrying values of cash, accounts payable and accrued liabilities approximate their fair values because of the relatively short-term nature of the instruments. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

  • Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
  • Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
  • Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company's cash is considered to be Level 1 within the fair value hierarchy.

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 process, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:


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Foreign exchange risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity and equity prices. The Company does not have a practice of trading derivatives.

Credit risk

The Company's cash is held in a large Canadian financial institution. The Company has not experienced nor is exposed to any significant credit losses. As a result, the Company's exposure to credit risk is minimal.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

As at January 31, 2026, the Company is exposed to interest rate risk arising from a promissory note payable with a principal amount of $100,000 bearing interest at a fixed rate of 5% per annum and maturing on December 31, 2026. As the interest rate on this borrowing is fixed and the maturity is short-term, management considers the Company's exposure to interest rate risk to be limited.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis.

The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowing sufficient funds and its holdings of cash and cash equivalents.

Price risk

The ability of the Company to explore its mineral property and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

Environmental & remediation risk

Management is not aware of and does not anticipate any significant environmental exposure or risk of remediation costs or liabilities as it does not currently have any active mineral exploration operations.


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RISK AND UNCERTAINTIES

Core Business

The Company's business is in the mining and exploration sector with no active operations. Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

There is no certainty that any expenditures to be made by the Company as described herein will result in successful mining and exploration. There is aggressive competition within the mineral exploration and development sector with larger exploration companies developing related technology internally. As such, significant capital investment is required along with extensive other resources to develop any potential mineral claims and future mining operations, if attainable. There can be no assurance the Company will be successful in obtaining required capital on acceptable terms to reach its business objectives.

Some risks the Company may be exposed to include, but are not limited to, the following:

Conflicts of Interest

The Company's directors and officers also serve as directors and/or officers in other private and public companies involved in other business ventures. Consequently, there exists the possibility for these individuals to be in a position of conflict. Any decision made by these individuals involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. As such, these individuals would refrain from voting on the conflicted matter and would be forced to forego potential business or conduct such business in conflict.

Negative Operating Cash Flows

As the Company is in the early development stage, it will continue to have negative operating cash flows without the development of revenue streams from its business. Positive operating cash flows require the Company to complete successful mineral exploration to first identify viable exploration targets through seismic, geographic surveying, drilling, sampling, assays, 43-101 technical report and mining operations, none of which can be assured.

Going Concern Risk

The ability of the Company to continue as a going concern is uncertain and dependent upon its ability to achieve profitable operations, obtain additional capital and receive continued support from its shareholders. Management of the Company will have to raise capital through private placements or debt financing and proposes to continue to do so through future private placements and offerings. The outcome of these matters cannot be predicted at this time.

Operating History and Expected Losses

The Company expects to make significant investments in order to develop its services, increase marketing efforts, improve its operations, and conduct research and development. As a result, start-up operating losses are expected, and such losses may be greater than anticipated, which could have a significant effect on the long-term viability of the Company.

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company's operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects. There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.


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Uninsured Risks

The Company may carry insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include key person insurance as the Company heavily relies on the Company directors and officers.

Growth Management

In executing the Company’s business plan for the future, there will be significant pressure on management, operations, technical, and other assets, or resources. The Company anticipates that its operating and personnel costs will increase substantially in the future when and if it is able to commence commercial operations. In order to manage its growth, the Company will have to substantially increase consultants, geological personnel, engineers, technical, human resources, and executive and administration staff to run its operations, while at the same time efficiently maintaining a large number of relationships with third parties. The Company will also have to acquire, lease, or rent a substantial amount of mining and extraction equipment. There can be no assurance that the Company will be able to meet these growth objectives.

Reliance on Key Personnel, Service Provider and Advisors

The Company relies heavily on its officers and directors, along with key service providers, business advisors and consultants. The loss of their services would have a material adverse effect on the business of the Company. There can be no assurance that directors and officers, or consultants engaged by the Company will continue to provide services in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors.

MANAGEMENT'S RESPONSIBILITY FOR THE CONDENSED INTERIM FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company’s condensed interim financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

Additional information on the Company is available on SEDAR+ at www.sedarplus.ca.


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CORPORATE INFORMATION

Directors: Shayne Taker
Braydon Hobbs
Lucas Russell
Kirby Renton

Officers: Shayne Taker, CEO
Bryadon Hobbs, CFO and Corporate Secretary

Auditor: Adam Sung Kim, Ltd.
Adam Kim, CA, CPA

Legal Counsel: Linas Antanavicius
Barrister & Solicitor