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Manning Ventures Inc. Management Reports 2025
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Management Reports
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MANNING VENTURES
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025
This Management Discussion and Analysis ("MD&A") provides a detailed analysis of the business of Manning Ventures Inc. ("Manning" or the "Company") and compares its financial results for the three months ended February 28, 2025 and 2024. This MD&A should be read in conjunction with the Company's consolidated financial statements for the three months ended February 28, 2025. The Company's reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars.
The Company became a reporting issuer on August 30, 2019. On October 23, 2019, the Company's shares were approved for listing on the Canadian Securities Exchange ("CSE").
The Company's financial results are being reported in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. Further details are included in Note 2 of the consolidated financial statements for the three months ended February 28, 2025. This MD&A is dated April 28, 2025.
The following discussion contains forward-looking statements that involve numerous risks and uncertainties. Actual results of the Company could differ materially from those discussed in such forward- looking statements as a result of these risks and uncertainties, including those set forth in this prospectus under "Forward-Looking Statements" and under "Risk Factors".
The Company was incorporated for the purpose of acquiring an interest in the Squid East Property. In December 2021, the Company terminated the option agreement and recorded an impairment loss on the property.
On November 25, 2020, the Company signed an option agreement to purchase 100% interest in the Flint Mineral Property. In 2022, the Company terminated the option agreement and recorded an impairment loss on the property.
In May 2021, the Company completed the acquisition of Wabush Iron Ore Inc. ("Wabush"). With this acquisition, the Company acquired two exploration properties – Hope Lake and Lac Simone located in the Province of Quebec.
In May 2021, the Company entered into an agreement to acquire an undivided 100% legal, beneficial, and registered interest in the Broken Lake, Heart Lake, and Hydro properties. These properties are located in the Province of Quebec and consist of 180 mineral claims totaling 9,501 hectares.
In December 2021, the Company acquired 100% legal, beneficial, and registered right, title and interest in and to the Bounty Lithium Property subject to a 2% NSR royalty.
In March 2022, the Company acquired Red Bay Exploration Inc. ("Red Bay"). With this acquisition, the Company acquired four exploration properties - Red Indian Lake, Little Sheep Brook, the Butterfly Pond and the Mount Hogan properties.
The Company is reviewing potential projects to make additional acquisitions and expand its exploration base.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
MINERAL PROPERTIES
Bounty Lithium
As at December 15, 2021, the Company entered into a property acquisition agreement to acquire an undivided 100% legal, beneficial, and registered right, title and interest in and to the Property, subject to a 2% NSR royalty on the Property of SCD Investment Corp., the Company made a cash payment of $25,000 as directed by SCD Investment Corp.
The Property, which consists of 89 mineral claims totaling 4,659 hectares, is located in the James Bay Region of west-central, Quebec. In accordance with the terms and conditions of the Acquisition Agreement and as consideration for the acquisition of the Property, the Company has agreed to
i. pay SCD cash consideration of $25,000, and
ii. grant SCD a 2.0% net smelter return royalty on the Property.
The James Bay Pegmatite District of Quebec is known to host several large lithium pegmatite deposits including:
- Whabouchi Lithium Deposit of Nemaska Lithium;
- Rose Lithium-Tantalum Deposit of Critical Elements Lithium Corp; and
- James Bay Project of Allkem.
Spodumene bearing pegmatites are important sources of hard rock lithium. With rising EV demand lithium hydroxide and lithium carbonatite prices have risen by over 200% during 2021. Despite the price rises the forecast lithium market imbalance will continue to increase dramatically in coming years (Allkem, CEO Presentation, 2021).
The Company anticipates undertaking an aggressive approach to exploration of the Property. Given its setting within the Eastmain Greenstone Belt, which is also prospective for gold occurrences, airborne geophysics can be used to highlight magnetically quite corridors favorable for pegmatite occurrences. Some follow up groundwork is anticipated during winter months which will include the examination of prominent outcrops and visual inspection for lithium minerals. Further, the Company is continuing to evaluate a number of opportunities in the battery mineral sector
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Figure 1: Manning's property within the James Bay Lithium-Pegmatite District, Quebec
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Figure 2: Bounty Lithium Project with pegmatite target areas.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Wabush project - Terminated
Wabush Acquisition
The Company signed a definitive agreement to acquire Wabush, a private company which holds two Iron Ore exploration projects in the province of Quebec.
Wabush is a privately held Company based in Vancouver, British Columbia. Wabush is the beneficial owner of two mineral properties located in the province of Quebec: (i) the Lac Simone Property, which includes 46 mineral claims totaling 2,400.0 hectares, and (ii) the Hope Lake Property, which includes 47 mineral claims totaling 2,477.1 hectares. Both projects are located within the Fermont Iron Ore District of northeastern Quebec, home to several producing iron ore mines. The region benefits from readily available infrastructure such as power and a rail link to port facilities near Sept-Îles.
One June 11, 2021, the Company expanded its land holdings in the Fermont region with the addition of three (3) mineral properties: (i) the Broken Lake Property (4,524 Ha), (ii) the Heart Lake Property (2,855 Ha), and (iii) the Hydro Property (2,122 Ha).
During the year ended November 30, 2024, the Company decided not to pursue (i) the Lac Simone Property, (ii) the Hope Lake Property, (iii) the Broken Lake Property, (iv) the Heart Lake Property, and (v) the Hydro Property to $Nil, recognizing an impairment loss of $6,110,944 during the year.
Red Bay - Terminated
On March 8, 2022, the Company completed the acquisition of Red Bay pursuant to the terms and conditions of a share exchange agreement dated February 22, 2022 to acquire 100% of the issued and outstanding securities of Red Bay.
Red Bay is the beneficial owner of four mineral projects in Newfoundland, Canada, representing over 10,500 hectares of prospective gold, polymetallic (copper, lead, zinc, cobalt, silver), uranium and rare earth projects. The four mineral projects are (i) the Red Indian Lake project, (ii) the Little Sheep Brook project, (iii) the Butterfly Pond project and (iv) the Mount Hogan project.
During the year ended November 30, 2024, the Company decided not to pursue (i) the Red Indian Lake project, (ii) the Little Sheep Brook project, (iii) the Butterfly Pond project and recorded an impairment loss of $746,920.
During the year ended November 30, 2023, the Company decided not to pursue (iv) the Mount Hogan project and recorded an impairment loss of $206,966
Kaba Project - Terminated
The Kaba project is an approximately 2,600-hectare copper-lithium exploration property located 50 kilometres northeast of the town of Nipigon, the junction of the Trans-Canada Highways 11 and 17, in Northwestern Ontario, Canada.
Two copper occurrences on the property are intimately associated with the northwest-trending Eastborne Hall Lake fault, a product of late-stage Mid-Continental rifting. The occurrences are
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
contained within copper-rich breccias and veins, with chalcopyrite, bornite and pyrite associated with quartz breccia hosted within biotite granite and diabase.
The Company also targeted the project for its lithium potential. The property is situated approximately 15 km east of the Barbara Lake pegmatite field, where numerous discoveries of Li-bearing pegmatites have recently occurred. Currently there are multiple companies both developing and exploring for lithium in the immediate area.
During the year ended November 30, 2024, the Company decided not to pursue the project and recorded an impairment loss of $102,458.
Copper Hill Project - Terminated
On February 27, 2024, the Company entered into an option agreement to acquire a 100% interest in the Copper Hill Project located in Nevada, USA.
During the year ended November 30, 2024, the Company decided not to pursue the Copper Hill Project and terminated the option agreement, hence, the Company recognized an impairment loss of $38,536 for the write-down of the Copper Hill Project.
SELECTED FINANCIAL INFORMATION AND ADDITIONAL DISCLOSURE
| Year Ended November 30, 2024 | Year Ended November 30, 2023 (restated) | Year Ended November 30, 2022 | |
|---|---|---|---|
| $ | $ | $ | |
| Operating expenses | 1,056,894 | 1,675,697 | 790,333 |
| Loss from operations | 8,146,266 | 2,176,531 | 989,065 |
| Loss per share – basic and diluted | 0.24 | 0.09 | 0.06 |
| Total assets | 1,009,427 | 8,947,037 | 8,411,263 |
| Total liabilities | 783,465 | 574,809 | 367,733 |
| Exploration and evaluation assets | 157,545 | 7,101,607 | 7,236,690 |
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Results of Operations and Quarterly Results
The table below sets out the quarterly results for the past eight quarters:
| February 28, 2025 | November 30, 2024 | August 31, 2024 | May 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Consulting | 5,100 | 63,838 | 39,115 | 59,616 |
| Exploration expenses | 690,739 | 28,621 | 4,142 | 2,048 |
| Filing fee | 2,625 | 3,716 | 5,745 | 7,214 |
| Insurance | 8,849 | 6,748 | 6,566 | 6,566 |
| Investor relations | 208 | 14,327 | 14,538 | 14,374 |
| Management fee | 16,500 | 31,500 | 31,000 | 32,000 |
| Marketing | 3,033 | 7,670 | 48,528 | 18,113 |
| Office and administrative | 39,192 | 73,484 | 73,195 | 73,945 |
| Professional fee | (37,125) | 29,285 | 89,577 | 32,751 |
| Share based compensation | - | - | - | - |
| Transfer agent | 4,581 | 3,557 | 3,396 | 3,301 |
| Total expense for the period | (733,702) | (262,746) | (315,802) | (249,928) |
| Write-down of exploration and evaluation assets | - | (6,998,858) | - | - |
| Tax relating to flow through shares | - | (82,705) | - | - |
| Gain on settlement of accounts payable | - | 1,606 | - | - |
| Foreign exchange | (1,293) | (5,933) | (279) | 94 |
| Interest expense | - | (10,146) | - | - |
| Flow through share premium income | - | 6,852 | - | - |
| Flow through indemnification expense | - | - | - | - |
| Loss and comprehensive loss | (734,995) | (7,351,930) | (316,081) | (249,834) |
| Loss per share | (0.02) | (0.22) | (0.01) | (0.01) |
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Results of Operations and Quarterly Results (continued)
| February 29, 2024 | November 30, 2023 | August 31, 2023 | May 31, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Consulting | 67,865 | 39,166 | 157,609 | 156,478 |
| Exploration expenses | 18,949 | 429,993 | - | - |
| Filing fee | 4,433 | 5,098 | 3,177 | 7,662 |
| Insurance | 6,566 | 7,601 | 6,255 | 6,255 |
| Investor relations | 1,204 | 788 | 787 | 787 |
| Management fee | 30,000 | 30,000 | 15,000 | 15,000 |
| Marketing | 17,300 | 96,112 | 2,646 | 1,925 |
| Office and administrative | 89,648 | 102,349 | 31,521 | 29,679 |
| Professional fee | (11,251) | 4,999 | 5,000 | 11,000 |
| Share based compensation | - | (36,550) | - | - |
| Transfer agent | 3,704 | 14,441 | 4,474 | 3,429 |
| Total expense for the period | (228,418) | (693,997) | (226,469) | (232,215) |
| Write-down of exploration and evaluation assets | - | (368,325) | - | - |
| Tax relating to follow through shares | - | (78,818) | (42,430) | - |
| Gain on settlement of accounts payable | - | 63,362 | - | - |
| Foreign exchange | (3) | 65 | 182 | (3) |
| Interest income | - | 745 | - | |
| Flow through share premium income | - | 115,304 | - | - |
| Flow through indemnification expense | - | (189,958) | - | |
| Loss and comprehensive loss | (228,421) | (1,151,622) | (268,717) | (232,218) |
| Loss per share | (0.01) | (0.05) | (0.00) | (0.00) |
Restatement of Consolidated Financial Statements
The consolidated financial statements of the Company for the year ended November 30, 2023 have been restated to reflect the correction of the material misstatements. Please refer to Note 12 to the audited consolidated financial statements for years ended November 30, 2024 and 2023 for further details.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Three months ended February 28, 2025 and 2024
The Company's net loss increased by $506,574 from $228,421 during the three months ended February 28, 2024 to $734,995 during the three months ended February 28, 2025. The significant increase is mainly contributed to write-down of exploration and evaluation assets as well as the following items:
- Consulting fee decreased by $62,765 from $67,865 during the three months ended February 28, 2024 to $5,100 during the three months ended February 28, 2025. The decrease is mainly due to the Company not renewing consulting services with external parties.
- Exploration expenses significantly increased by $671,790 from $18,949 during the three months ended February 28, 2024 to $690,739 during the three months ended February 28, 2025. The exploration expenses were extraordinarily high in 2024 due to the Company continuing to incur expenses on projects that had already been dropped.
- Filing fee decreased by $1,808 from $4,433 during the three months ended February 28, 2024 to $2,625 during the three months ended February 28, 2025.
- Insurance increased by $2,283 from $6,566 during the three months ended February 28, 2024 to $8,849 during the three months ended February 28, 2025.
- Investor relations decreased by $996 from $1,204 during the three months ended February 28, 2024 to $208 during the three months ended February 28, 2025.
- Management fee decreased by $13,500 from $30,000 during the three months ended February 28, 2024 to $16,500 during the three months ended February 28, 2025.
- Marketing significantly decreased by $14,267 from $17,300 during the three months ended February 28, 2024 to $3,033 during the three months ended February 28, 2025.
- Office and administration decreased by $50,456 from $89,648 during the three months ended February 28, 2024 to $39,192 during the three months ended February 28, 2025.
- Professional fees decreased by $25,874 from a reversal of $11,251 during the three months ended February 28, 2024 to a reversal of $37,125 during the three months ended February 28, 2025. The reversal is due to reversal of the accrued legal and audit fees in prior year.
- Transfer agent expenses decreased by $877 from $3,704 during the three months ended February 28, 2024 to $4,581 during the three months ended February 28, 2025.
- Foreign exchange loss increased by $1,290 from $3 during the three months ended February 28, 2024 to $1,293 during the three months ended February 28, 2025.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Liquidity and Capital Resources
The Company has no revenue-producing operations. As of February 28, 2025, the Company had an accumulated deficit of $14,102,465, and a working capital balance of $68,417 including cash of $361,348, which amount is considered adequate to meet its requirements for the ensuing 12 months based on current budgeted expenditures for operations and exploration of its mineral property interests. The Company intends to continue relying upon the issuance of securities to finance its future activities but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Working capital is held almost entirely in cash, significantly reducing any liquidity risk of financial instruments held by the Company.
The Company does not have any commitments for capital expenditures.
Off-Balance Sheet Arrangements
The Company has not participated in any off-balance sheet or income statement arrangements.
Key Management Compensation and 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 includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").
The remuneration of key management personnel for the three months ended February 28, 2025 and 2024 is summarized as follows:
| 2024 | 2024 | |
|---|---|---|
| $ | $ | |
| Consulting fee | - | 34,615 |
| Management fee | 15,000 | 30,000 |
| Payroll | 5,000 | 31,856 |
| Total | 20,000 | 96,471 |
As at February 28, 2025, a total amount of $10,500 (November 30, 2024 - $5,250) was due to key management personnel and was included in account payables and accrued liabilities. This amount is non-interest bearing and due on demand.
As at February 28, 2025, a total amount of $100,000 (November 30, 2024 - $Nil) was due to key management personnel and was included in short-term loan payables. This amount is non-interest bearing and due on demand.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Financial Instruments
As at February 28, 2025, the Company’s financial instruments consisted of cash and accounts payable. The fair values of the Company’s financial instruments approximate their carrying value, due to their short-term maturities or liquidity.
Risks and Uncertainties
The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition and exploration of mining properties. For a full description of the risk factors that could materially affect Manning’s future operating results and could cause actual events to differ materially from those described in forward-looking information see “Risk Factors” section in the Company’s prospectus. The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at February 28, 2025, the Company holds cash balances at a chartered bank. The Company has assessed the credit risk to be low.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by negotiating external payable amounts and maintaining sufficient cash balances and to ensure that there is sufficient capital to meet short-term obligations. As at February 28, 2025, the Company had a working capital deficit balance of $666,578, including cash of $138,188.
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.
Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Some of the Company’s accounts payable are subject to interest on unpaid balances. Additionally, the Company holds cash balances in an interest-bearing bank account.
Foreign Currency Risk
The functional currency of the Company is the Canadian dollar. As of February 28, 2025, The Company had no financial assets and liabilities that were subject to currency translation risk.
Commodity Price Risk
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND 2024
Commodity price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company actively monitors commodity price changes and stock market prices to determine the appropriate course of action to be taken by the Company.
Outstanding share data
As at February 28, 2025 and as at the date of this MD&A, the Company has 34,009,963 shares issued and outstanding.
As at February 28, 2025 and as at the date of this MD&A, the Company has a total of 208,000 warrants granted and outstanding.
As at February 28, 2025 and as at the date of this MD&A, the Company has a total of 200,000 options granted and outstanding.