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Maritime Resources Corp. — Management Reports 2025
May 28, 2025
46309_rns_2025-05-27_90357667-94fc-405d-b85e-df1c92e2ceda.pdf
Management Reports
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MARITIME RESOURCES
MARITIME RESOURCES CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three-month period ended March 31, 2025
(Expressed in Canadian dollars)
MARITIMERESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
This Management’s Discussion and Analysis (“MD&A”) of Maritime Resources Corp. and its subsidiary (“Maritime” or the “Company”) is dated May 27, 2025 and provides an analysis of our interim financial results for the three-month periods ended March 31, 2025 and 2024. This MD&A should be read in conjunction with Maritime’s condensed interim consolidated financial statements and notes thereto for the three-month periods ended March 31, 2025 and 2024 (the “Financial Statements”) and the audited financial statements for the year ended December 31, 2024, which are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and follow the same accounting policies and methods as presented in note 3 to the Company’s audited financial statements for the year ended December 31, 2024, available on www.sedarplus.ca. This MD&A contains forward-looking statements that are based on management’s current expectations, are not historical in nature and involve risks and uncertainties. Forward-looking statements are not guarantees as to Maritime’s future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in forward-looking statements (please see “Cautionary Note Regarding Forward-Looking Information” below). The Company’s common shares trade on the Toronto Venture Stock Exchange (the “TSX-V”) under the stock trading symbol MAE. Additional information relevant to the Company’s activities, including the Company’s audited financial statements, can be found at www.sedarplus.ca or the Company’s website at www.maritimeresourcescorp.com.
Maritime is a Canadian gold and base metals exploration and development company focused on re-starting the past producing Hammerdown gold mine, located near the Baie Verte Mining District and Springdale in Newfoundland and Labrador (“NL”) as well as exploration on its other properties in the region. Maritime’s land holding, across all its properties, covers an area of 43,925 hectares, of which the Company holds a 100% mineral rights interest in 43,920 hectares with the remaining hectares under option agreements to earn 100% mineral rights interest. The Green Bay Property hosts the former Hammerdown gold mine.
Q1 2025 AND RECENT KEY OPERATING AND CORPORATE HIGHLIGHTS
- Purchased two 185 kW Metso Stirred Media Detritors (“SMD”) regrind mills to replace aging equipment at Pine Cove, boosting grinding capacity for harder, higher-grade Hammerdown ore. Installation is scheduled for mid-summer 2025.
- On April 9, 2025, closed an upsized brokered private placement for gross proceeds of $20 million, supported by major investors including Dundee Corporation ($8.8 million) and Eric Sprott ($4.0 million). Proceeds are earmarked for the development of the Hammerdown Gold Project and general working capital.
- Received all major permitting for the Hammerdown Gold Project with the remaining final provincial Certificates of Approval for Construction and Operation expected by mid-2025, clearing the path to mine development start-up.
- On March 31, 2025, executed a community agreement with the town of King’s Point, located 5 km from Hammerdown, to support local employment, infrastructure, and emergency services in connection with the planned development of the Hammerdown Gold Project.
- Successfully refurbished and commenced the re-commissioning of the Pine Cove Mill after two years of care and maintenance. Processed over 45,000 tonnes of low-grade stockpile feed, resulting in the first gold pour of 350 ounces during April 2025. Mill optimization and material handling upgrades are planned to prepare for Hammerdown ore processing later in 2025.
- Completed 8,460 metres (“m”) in 273 new drill holes as part of a close-spaced (10 m x 10 m) grade control program targeting the first year of open-pit production. This de-risking step enhances geological confidence and optimizes mine planning for a 2025 start-up. Results consistently confirmed the presence of wide, high-grade mineralization including:
- 41.6 grams per tonne (“gpt”) gold (“Au”) over 6.3 m, including 127.5 gpt Au over 2.0 m
- 12.0 gpt Au over 28.0 m, including 73.7 gpt Au over 4.0 m
- 19.9 gpt Au over 17.0 m, including 32.2 gpt Au over 10.0 m
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
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5.5 gpt Au over 29.8 m, including 73.0 gpt Au over 1.5 m
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On March 11, 2025, completed the sale of the Lac Pelletier Project in Québec to Emperor Metals Inc. in exchange for 12.5 million common shares of Emperor, positioning Maritime as a significant shareholder in a focused Abitibi gold explorer while sharpening its operational focus on its Newfoundland projects.
OVERVIEW
The Company is a Canadian gold and base metal exploration and development company focused on advancing its projects in Newfoundland and Labrador, Canada. Maritime's principal asset is the Hammerdown Gold Project, located near the towns of King's Point and Springdale, which hosts the past-producing Hammerdown gold mine. The Company has now completed all major project permitting, commenced re-commissioning of the Pine Cove Mill, and closed a $20 million equity financing in April 2025 to advance the Project toward production.
The start of re-commissioning of the Pine Cove Mill in early 2025 marked a major milestone in de-risking the processing path for Hammerdown. The mill processed over 45,000 tonnes of mineralized low-grade stockpiles, producing the first gold doré and generating initial cash flow. The Company plans to continue processing mineralized stockpiles through the first half of 2025 while completing equipment upgrades, including the installation of new Metso regrind mills, to optimize the plant for Hammerdown ore.
Hammerdown has been significantly de-risked through the completion of an 8,460 m close-spaced grade control drill program, which confirmed the continuity of high-grade gold mineralization in the proposed starter pit. An updated technical report is in progress to incorporate these results, revised cost estimates, and current market conditions.
With major permits secured, processing infrastructure operational, and a strengthened financial position following completion of the $20 million equity financing in early April, the Company is positioned to commence mine development activities in the second half of 2025, targeting first production and cash flow from the Hammerdown Gold Project before year-end. Additional financing may be required for ramp-up and optimization of the Hammerdown Gold Project including the Pine Cove mill. Management continues to evaluate financing options, which may include additional equity, debt, royalty or stream sales, or strategic partnerships. Cash flows generated from the ongoing processing of stockpiles, mill clean ups and the initial phases of mining may also contribute toward future capital requirements.
In parallel with advancing Hammerdown, the Company continues to assess near-mine and regional exploration opportunities at the Green Bay Property, as well as the Whisker Valley and Gull Ridge exploration properties, which are located in the prolific Baie Verte and Springdale mining districts. These properties host a portfolio of earlier-stage gold and base metal targets, including areas with positive historical results.
The Company continues to monitor external factors such as financial market conditions, commodity prices, inflationary pressures, supply chain risks, and labour availability as part of its ongoing assessment of development timing and funding strategies. Maritime's ability to advance its projects as planned and continue as a going concern is dependent on its ability to secure sufficient financing to meet its exploration, development, and operational objectives.
$20 Million Brokered Private Placement Financing
On April 9, 2025, the Company announced the closing of a private placement offering (the "Offering") for aggregate gross proceeds of $20,002,500, pursuant to which it issued an aggregate of 266,700,000 Units at a price of $0.075 per Unit (the "Unit Price"). Each Unit is comprised of one common share in the capital of the Company ("Unit Share") and one half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Warrant is exercisable to acquire one common share in the capital of the Company (each, a “Warrant Share”) for a period of 24 months from April 9, 2025 (the “Closing Date”) at an exercise price of $0.12 per Warrant Share. The Warrants are governed by the terms of a warrant indenture entered into between the Company and Computershare Trust Company of Canada, dated as of the Closing Date. All Unit Shares and Warrants issued in connection with the Offering are subject to a four month plus one day hold period in accordance with Canadian securities laws. The net proceeds from the Offering will be used for exploration and development, and general working capital purposes.
As part of the Offering, Mr. Eric Sprott has invested approximately $4,000,000 in the Offering for the acquisition of 53,334,000 Units. Dundee Corporation also invested approximately $8,800,000 in the Offering for the acquisition of 117,348,000 Units.
The Company paid the agents a cash commission and corporate finance fee totaling $1,172,925 and issued agent compensation options exercisable for a period of 24 months following the Closing Date to acquire up to 15,638,964 Common Shares at the Unit Price.
Feasibility Study – Hammerdown Gold Project
On October 7, 2022, the Company filed a technical report for the Feasibility Study results for the 100% owned Hammerdown Gold Project (“Hammerdown” or the “Project”) in the Baie Verte mining district of Newfoundland and Labrador, Canada with an effective date of August 15, 2022. The Feasibility Study supports a technically straightforward, brownfields open pit mine and gold processing operation benefiting from low capital intensity and rapid payback. Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars.
Highlights:
- Open pit mine with run of mine (“ROM”) grade of 4.46 gpt gold, life of mine (“LOM”)
- On-site crushing and sorting plant producing 700 tonnes per day (“tpd”) of mill feed grading 6.76 gpt gold
- Mineral processing at Maritime’s 100% owned 700 tpd gold circuit at the Nugget Pond mill facility
- LOM payable gold production of 247,000 ounces (“oz”), averaging 50,000 oz annually
- $102.8 million after tax net present value (“NPV”) (5% discount) with 48.1% internal rate of return (“IRR”), 1.7 year payback at US$1,750/oz base case gold price (three year trailing average)
- $75.0 million in initial capital with $4.9 million in net sustaining capital
- US$912/oz gold all-in sustaining cost (“AISC”)
- Several near-mine exploration opportunities to expand resources and extend mine life
See “Hammerdown Gold Project – Feasibility Study” section below for a detailed discussion.
OUTLOOK
Following a transformative first quarter during which the Company commenced re-commissioning of the Pine Cove Mill and advanced the Hammerdown Gold Project toward production readiness, the Company further strengthened its position with the closing of a $20 million financing in April 2025. With these milestones achieved, Maritime Resources is well-positioned to finalize its development strategy and advance toward a development decision in the second quarter of 2025. Key priorities for the remainder of the year include:
- Securing final provincial approvals for construction and operation. With all major project permits already received, the Company expects to obtain the final Certificates of Approval for Construction and Operation for the Hammerdown Gold Project by mid-2025. These approvals will enable full-scale site mobilization and mine development activities to proceed on schedule.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
- Advancing mill readiness and equipment installation. Maritime plans to complete the installation of the newly acquired Metso SMD regrind mills at the Pine Cove Mill, along with additional material handling and circuit optimization upgrades. The Company also expects to receive approval for the Pine Cove Development Plan and Closure plan in mid-2025. These enhancements and approval will enable the mill to process higher-grade Hammerdown ore later in the year.
- Continuing stockpile processing and gold production at Pine Cove. The Company expects to continue processing mineralized stockpiles at Pine Cove through the second quarter of 2025, generating additional gold doré production and cash flow while transitioning toward the processing of Hammerdown ore.
- Finalizing the updated Hammerdown technical report. Work is underway on an updated NI 43-101 Technical Report that will incorporate the results of the recently completed 8,460-metre grade control drill program, updated cost estimates, and current gold market pricing. The updated report will be completed in the second half of 2025 and is expected to reinforce the low capital, high-margin production profile of Hammerdown.
- Ongoing stakeholder and community engagement. Maritime will continue to work closely with local communities, including the Town of King's Point, to prepare for the social and economic benefits associated with transitioning to production, including employment, infrastructure improvements, and local procurement initiatives.
- Exploring strategic and financing opportunities. The Company will evaluate additional financing, offtake, or strategic partnership opportunities to support the transition from development to steady-state production later in 2025, building on the strong backing demonstrated in the recently completed $20 million private placement.
With permitting, financing, and infrastructure foundations in place, Maritime remains focused on first gold production from Hammerdown in the second half of 2025, advancing toward becoming Atlantic Canada's next gold producer.
PERMITTING
HAMMERDOWN GOLD PROJECT
Development, Rehabilitation and Closure Plans
Regulatory approval is required for Life of Mine plans which address development of the site, operations and closure. Approval of the Hammerdown Development Plan and Rehabilitation and Closure Plan was received in February 2024. With these approvals the Company has completed all major NL Mining Act permitting for the Hammerdown Project.
Environmental Assessment
On May 10, 2021, the Project was officially released from environmental assessment which enables the Company to proceed with obtaining the necessary permits and approvals required to support future development. The registration document and the environmental preview report can be found on the Government of Newfoundland and Labrador website https://www.gov.nl.ca/ecc/projects/project-2091/.
Employment and Benefits, Gender Equity and Diversity and Technology Plans
The Company has received regulatory approval of each of the following provincially required documents in support of future development:
Industrial Employment and Benefits Plan – commits the Company to provide employment and business opportunities, training, and research and development within the Province;
MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Gender Equity and Diversity Plan – commits the Company’s to incorporate measures to support gender equity and diversity in its workforce;
Best Available Control Technology Analysis – requires that technology decisions made relative to Project execution consider energy, environmental and economic impacts.
Early Works Abridged Plan
To advance site development, Maritime determined that there would be benefit in proceeding with early site clearing work in preparation for the official start of construction. In August 2021, Maritime submitted an early works condensed development and closure plan (“Abridged Plan”) to address site vegetation removal and excavation of soil from a portion of the proposed open pit development. On September 21, 2021, Maritime received approval from the provincial government to proceed with early works at the Hammerdown site and financial assurance totaling $72,981 was filed with the Province to cover the related rehabilitation liability. Timber harvesting permits and regulatory approval for an expanded surface lease boundary were also received from the Province during September 2021 to support this work. The early works tree clearing program was completed during the fourth quarter of 2021 and first quarter of 2022.
Other Required Permits and Approvals
A Certificate of Approval for Construction will be required prior to the start of Hammerdown site construction. This permit, expected to be received in mid-2025, is contingent upon completion of detailed mine design with appropriate level of engineering detail for site infrastructure to support the permit application.
Other ancillary permits will be required to support site construction, building erection and operations. These permitting processes will be ongoing throughout any proposed construction and routine regulatory review and approval processes are not expected, at this time, to negatively impact the progression of any site work.
POINT ROUSSE PERMITTING AND ENVIRONMENT
The Point Rousse project continues under a care and maintenance program at present, and is supported by several current regulatory permits. A mill license and Certificate of Approval for operations permit mill and tailings impoundment area operations, a water use license remains active to meet non-potable water requirements, and a water monitoring program continues as required both provincially and federally. The site also has a current development plan and closure plan. In preparation for future receipt and processing of Hammerdown feed, updates to the mill license, development plan and closure plan will be required.
In July 2024, regulatory approval was received from the NL Mineral Lands Division for a surrender of 71.3 hectares of land area from the Company’s Pine Cove Surface Lease. This area of land was converted to a Quarry Lease in support of Shoreline Aggregates’ future operations. Mineral rights for this land package remain under a mining lease with Maritime.
In December 2024, Maritime submitted an Abridged Development Plan outlining the Company’s work to support the restart of the Pine Cove mill. Approval was received on January 28, 2025 from the Province of Newfoundland and Labrador’s Ministry of Industry, Energy and Technology (“IET”). The approval of the Pine Cove Development Plan and Closure Plan expected to be received in June 2025 will be required to begin processing Hammerdown feed.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
COMMUNITY ENGAGEMENT
Maritime continues to engage with regional stakeholders of local communities as well as support local initiatives within the communities in which it operates. Emphasis has been placed on mining awareness and education of youth in the local and surrounding areas. During the annual provincial CIM Branch conference, Maritime was awarded the 2023 CIM Branch award for Social Responsibility, in recognition of work by the Company in educating youth about the mining industry.
In June 2024, Maritime entered into a community partnership agreement with the town of Ming's Bight for continued use of its regional waste facility and provision of emergency response support from its local fire department.
In March 2025, the Company executed a community agreement with the town of King's Point to support local employment, infrastructure, and emergency services in connection with the planned development of the Hammerdown Gold Project. The Company's Vice President, Environment and Sustainability is a councillor with the town of King's Point and recuses himself from any Maritime-related business.
HAMMERDOWN GOLD PROJECT – FEASIBILITY STUDY
On August 23, 2022, the Company announced completion of a positive feasibility study (the "Feasibility Study") for the 100% owned Hammerdown Gold Project ("Hammerdown" or the "Project") in the Baie Verte mining district of Newfoundland and Labrador, Canada. The Feasibility Study contemplates a technically straightforward, brownfields open pit mine and gold processing operation with low capital investment and rapid payback.
Table 1. Feasibility Study Results
| ITEM | UNITS | TOTAL |
|---|---|---|
| Mine life | years | 5.0 |
| Ore tonnes | kt | 1,895 |
| Waste tonnes | Mt | 38.5 |
| Strip ratio | waste:ore | 20.3 |
| ROM ore production | tpd | 1,200 |
| ROM gold grade | Au gpt | 4.46 |
| Sorting plant waste rejection | % | 40.0 |
| Sorting plant gold recovery | % | 95.0 |
| Mill throughput | tpd | 700 |
| Mill head grade after sorting | Au gpt | 6.76 |
| Tonnes milled | Kt | 1,189 |
| Mill gold recovery | % | 95.5 |
| Gold produced | oz | 247,346 |
| Avg. annual production | oz | 50,000 |
| Mining cost | $/t mined | 4.49 |
| Mineral processing | $/t milled | 48.06 |
| Trucking from sorting plant to mill | $/t milled | 25.50 |
| General and administrative | $/t milled | 12.04 |
| Cash costs^{1,4} | US$/oz | 897 |
| AISC per ounce gold^{1,4} | US$/oz | 912 |
| Total initial capital^{3} | $M | 75.0 |
| Total sustaining capital | $M | 4.9 |
| Avg. annual free cash flow | $M | 41.4 |
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
| ITEM | UNITS | TOTAL |
|---|---|---|
| After-tax NPV(5%)^{1} | $M | 102.8 |
| After-tax IRR^{4} | % | 48.1 |
| Payback period^{2} | years | 1.7 |
- See "Non-IFRS Measures" below.
- Payback is defined as achieving cumulative positive free cashflow after all cash costs and capital costs, including sustaining capital costs and is calculated from the start of production.
- Excludes initial working capital requirements.
- $0.77 US$/C$ exchange rate and US$1,750/oz gold price.
The Feasibility Study contemplates open pit mining from the Hammerdown deposit, including the higher grade narrow Hammerdown veins and the thicker, lower grade Wisteria zone. The Hammerdown mine is designed as a conventional truck and shovel open pit operation with one year of pre-production stripping and five years of subsequent mining. ROM ore from Hammerdown would be sent to the on-site crushing and sorting plant to produce the mill feed product that would be hauled 140 km to the Company's gold circuit at the Nugget Pond mill for final processing. Current mineral resources contained within the Orion deposit have not been considered as part of the Hammerdown Feasibility Study and remain subject to ongoing exploration, environmental and technical studies.
A total of 1.895 million tonnes of ROM ore is scheduled to be mined from the Hammerdown pit with a diluted grade averaging 4.46 gpt Au. A total of 38.5 million tonnes of non-acid generating waste rock will also be produced and stored in a waste rock stockpile to the south of the open pit.
The open pit has been designed and scheduled to maximize project rate of return. Pit slope optimization has been undertaken based on geotechnical data collected between 2019 and 2021. Hammerdown's open pit development consists of three phases of pushbacks with overburden thickness averaging under 2 m. Mining will be completed by conventional drill/ blast/ load/ haul methods on 5 meter ("m") benches in ore and 10 m benches in waste where practical. Waste loading and haulage will be handled by 7 m³ hydraulic excavators and 55 tonne payload haul trucks. Ore loading and hauling will be handled by a fleet of 4 m³ hydraulic excavators with a 7 m³ front end loader as backup and 38 tonne payload articulated haul trucks.
Grade control in the open pit is a key part of the mining process and will be accomplished through a combination of 5 m bench heights, 50,000 m of close spaced diamond drilling (15 m centres, 10 m vertically) to identify and report vein orientations and grades to the mine planners, selective excavation under GPS control, and mine geological control. The sorting process is integrated to remove dilution taken with the narrow veins during the mining process.
Infrastructure and Facilities
At the Hammerdown mine site, the main structure will be the crushing and sorting plant. Other structures have been planned to site operational requirements and will include an administration complex, security gatehouse, explosive storage facility, truck scales, a warehouse, and a mine equipment maintenance shop (See Figure 1). Site geotechnical investigations have been performed to support the engineering effort for site infrastructure design. Power will be supplied to the Hammerdown site by a new 570 m long utility line connection to the existing 25 kV grid at Route 391, operated by Newfoundland and Labrador Hydro. The entrance to the Hammerdown site is located a short distance from Route 391 via the Shoal Pond forest access road. A new 2 km bypass road is envisioned to ensure safe passage for the general public, rerouting light vehicle and other traffic away from the Hammerdown mine area.
Power is supplied by an existing line connection to the provincial power grid. An existing 10 km access road connects Nugget Pond to provincial Highway 414. Upgrades to the access road have been incorporated into the Feasibility Study to address widening and culvert replacements in certain areas.
M
MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS - THREE-MONTH PERIOD ENDED MARCH 31, 2025

Figure 1. General Site Plan – Hammerdown
Environment, Regulatory and Socioeconomics
In July 2020, the Hammerdown Project was registered as per the requirements of the Newfoundland and Labrador Environmental Assessment Act. In May of 2021, the Government of Newfoundland and Labrador (the "NL Government") approved the Project and issued a release from Environmental Assessment ("EA"). As an environmentally stable brownfield site that was previously closed and rehabilitated in 2004, Hammerdown continues to present favourable characteristics in support of future development. Comprehensive geochemical studies of waste rock have concluded that all waste material is stable and inert, posing no challenges throughout planned operations or future closure. The site contains no fish habitat or fish populations, and proposed development requires minimal diversions of ephemeral drainage features only. Also, within and surrounding its small two-square km footprint, the proposed Hammerdown Project contains no species at risk.
The Feasibility Study contemplates processing sorted material for the Hammerdown Project at the Nugget Pond mill site, approximately 140 km from the Hammerdown Project site. The gold leach circuit and tailings facilities at Nugget Pond are fully permitted, and these permits will be updated to acknowledge processing requirements for Hammerdown feed. Sorting technology proposed for the Hammerdown Project removes waste rock from the run of mine feed, reducing greenhouse gas emissions from mill feed transport by approximately 40% (19,000 T) throughout the LOM.
Maritime anticipates significant socioeconomic benefits for both the communities within the Project region, and the Province. The Project will contribute over $64.4 million in direct federal and provincial taxation benefits over the LOM with an additional operational expenditure forecasted at over $278.7 million. Approximately 1,000 person years of direct employment will be generated for operations, in addition to local contract opportunities for mill feed transport and other operational support services. Maritime has previously received provincial government approval for its Employment and Benefits Agreement and its Gender Equity and Diversity Plan for the Hammerdown Project.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
NI 43-101 Technical Report
A Feasibility Study Technical Report with an effective date of August 15, 2022, prepared by JDS Energy & Mining Inc. and Halyard Inc. was filed on SEDAR+ on October 6, 2022. The Technical Report has been filed in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Gord Doerkson, P.Eng., Project Manager of JDS Energy & Mining Inc.; Michael Franceschini, P.Eng., Project Manager of Halyard Inc.; Pierre Landry, P.Geo. and Dorota El Rassi, M. Sc., P. Eng. of SLR Consulting (Canada) Ltd. are the qualified persons ("QPs"), as defined by NI 43-101 responsible for the scientific and technical information in the Hammerdown Gold Project – Feasibility Study section of this MD&A.
Mineral Resources and Mineral Reserves
The Mineral Resource estimate ("MRE") for the Hammerdown deposit has been updated and was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and outlined in Table 5. The updated MRE replaces the Company's previous MRE dated February 29, 2020. The updated MRE is based on a gold price of US$1,800 per ounce. Mineral Resources are inclusive of Mineral Reserves reported in this document. The updated MRE for the Hammerdown deposit is based on 595 surface diamond drill holes and 192 underground diamond drill holes for a total of 72,808 m of drilling and 80 trenches and channels for a total of 266 m of sampling. The MRE for the satellite Orion deposit, located 2.3 km southwest of the Hammerdown deposit, remains unchanged.
Table 2. Mineral Resource Estimate – Hammerdown, June 30, 2022
| Category | Tonnes (kt) | Grade Au gpt | Contained Gold (koz) |
|---|---|---|---|
| Open Pit Resources | |||
| Measured | 698 | 5.47 | 123 |
| Indicated | 2,146 | 3.00 | 207 |
| Total Measured & Indicated | 2,845 | 3.61 | 330 |
| Total Inferred | 302 | 1.31 | 13 |
| Underground Resources | |||
| Measured | 1 | 7.05 | - |
| Indicated | 54 | 5.10 | 9 |
| Total Measured & Indicated | 55 | 5.10 | 9 |
| Total Inferred | 66 | 4.00 | 9 |
Notes:
- Mineral Resource Estimate completed by Pierre Landry, P.Geo., of SLR Consulting (Canada) Ltd., an independent qualified person ("QP"), as defined by NI 43-101.
- Effective date: June 30, 2022. All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101.
- Open Pit Mineral Resources are inclusive of Mineral Reserves
- Open Pit Mineral Resources are estimated at a cut-off grade of 0.50 g/t Au.
- Open Pit Mineral Resources are reported at a block cut-off from whole blocks measuring 2.5 m x 1.0 m x 2.5 m.
- Mineral Resources are estimated using a long-term gold price of US$1,800 per ounce, and a US$/C$ exchange rate of 0.75.
- Bulk density is 2.84 t/m³ for rock and 1.90 t/m³ for mined out areas.
- Underground Mineral Resources are estimated at a cut-off grade of 2.00 g/t Au.
- Underground Resources are reported at a block cut-off from whole blocks measuring 2.5 m x 1.0 m x 2.5 m and have been subject to additional reporting shapes to remove isolated blocks.
- Numbers may not add due to rounding.
- Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101.
- Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
- The Mineral Resources may be materially affected by environmental, permitting, legal, marketing, and other relevant issues.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
The Mineral Reserve estimate for Hammerdown is based on an open pit mine plan and production schedule outlined in the Feasibility Study. Table 6 presents the Mineral Reserve estimate for the Hammerdown Project. Proven and Probable Mineral Reserves amount to 1.895 million tonnes at 4.45 g/t Au, containing 272,000 gold ounces. The Mineral Reserve estimate is based on the economic assumptions in Note 3 of Table 3.
Table 3. Mineral Reserve Estimate – Hammerdown, August 15, 2022
| Zone & Class | Tonnes (kt) | Diluted Grade (Au gpt) | Contained Gold (koz) |
|---|---|---|---|
| Proven | |||
| Vein | 556 | 5.94 | 106 |
| Wisteria | - | - | - |
| Total Proven | 556 | 5.94 | 106 |
| Probable | |||
| Vein | 1,134 | 4.19 | 153 |
| Wisteria | 206 | 1.99 | 13 |
| Total Probable | 1,340 | 3.85 | 166 |
| Total Proven and Probable | 1,895 | 4.46 | 272 |
Notes:
1. Mineral Reserve Estimate completed by Tysen Hantelmann of JDS Energy & Mining Inc., an independent QP as defined by NI 43-101.
2. Effective date; August 15, 2022. All Mineral Reserves have been estimated in accordance with CIM definitions required under NI 43-101.
3. Mineral Reserves are estimated at a gold cut-off of 0.73 g/t for Veins and 1.06 g/t for Wisteria Zone based on: gold price of US$1,650/oz; exchange rate of $0.77 US$:C$; combined transport, treatment, payables and royalties of US$25/oz; an overall metallurgical recovery (including ore sorting) of 90.25% for Veins and 85.5% for Wisteria; and an overall processing operating cost of C$45/t ore mined for Veins and C$62/t ore mined for Wisteria.
4. The final FS pit design contains an additional 94 kt of Inferred resources above the economic cut-off grade at an average grade of 1.62 g/t Au. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that any part of the Inferred Resources could be converted into Mineral Reserves.
5. Tonnages are rounded to the nearest 1,000 t, gold grades are rounded to two decimal places. Tonnage and grade measurements are in metric units; contained gold is reported as thousands of troy ounces.
Qualified Persons
Disclosure of a scientific or technical nature in the Hammerdown Gold Project – Feasibility Study section of this MD&A has been approved by Mr. Garett Macdonald, P.Eng., President and CEO of Maritime and Mr. Larry Pilgrim, P.Geo., Exploration Manager of Maritime. Mr. Macdonald and Mr. Pilgrim are QPs and have verified the data disclosed in the Hammerdown Gold Project – Feasibility Study section of this MD&A, including sampling, analytical and test data underlying the information it contains. This included a site inspection, drill database verification, and independent analytical test work.
Gord Doerksen, P.Eng., Tysen Hantelmann, P.Eng. and Carly Church, P.Eng. Geo. of JDS Energy & Mining Inc. are the QPs responsible for the overall study, mine plan and mineral reserves, infrastructure and CAPEX and financial modeling respectively. Michael Franceschini, P.Eng. and Ivana Sabaj Abumohor, P.Eng. of Halyard Inc., are the QPs responsible for the mineral processing plant design. Stacy Freudigmann, P.Eng. of Canenco Consulting Corp. is the QP responsible for the metallurgical test work. Shawn Russell, P.Eng.; Hans Arisz, P.Eng.; Carolyn Anstey-Moore, P.Geo and Leanne Stein, P.Eng. of GEMTEC Consulting Engineers and Scientists Limited are the QPs responsible for site wide soils investigations, water balance, water management system, hydrogeological considerations, environmental baseline studies, project permitting and rehabilitation and closure costing. Robert Bowell, PhD, C.Geol., P.Geo. of SRK Consulting (UK) Limited is the QP responsible for the site wide geochemical characterization. Pierre Landry, P.Geo., and Dorota El Rassi, M. Sc., P. Eng. of SLR Consulting (Canada) Ltd. are the QPs for the
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Hammerdown mineral resource estimate. All QPs cited in the Feasibility Study Technical Report are independent of Maritime and have reviewed the contents of this MD&A.
Data Verification and Analytical Procedures
All samples assayed and pertaining to the Hammerdown Gold Project – Feasibility Study section of this MD&A were completed by Eastern Analytical Limited (“EAL”) located at Springdale, Newfoundland and Labrador. EAL is an ISO 17025:2005 accredited laboratory for a defined scope of procedures. EAL has no relationship to Maritime. Samples are delivered in sealed plastic bags to EAL by Maritime field crews where they are dried, crushed, and pulped. Samples are crushed to approximately 80% passing a minus 10 mesh and split using a riffle splitter to approximately 250 grams. A ring mill is used to pulverize the sample split to 95% passing a minus 150 mesh. Sample rejects are securely stored at the EAL site for future reference. A 30-gram representative sample is selected for analysis from the 250 grams after which EAL applies a fire assay fusion followed by acid digestion and analysis by atomic absorption for gold analysis. Other metals were analyzed by applying an acid digestion and 34 element ICP analysis finish. EAL runs a comprehensive QA/QC program of standards, duplicates and blanks within each sample stream.
EXPLORATION PROJECTS OVERVIEW
Green Bay Project
Maritime’s Green Bay Property is central Newfoundland and Labrador hosts the Company’s gold and base metal deposits. The Hammerdown Mine, which closed in in 2004, includes the adjacent Rumbullion and Muddy Shag Gold deposits. The Orion gold deposit is situated 1.5 km to the southwest and the historic Lochinvar base-precious metal VMS deposit is located one km east of Hammerdown.
The Company owns a 100% interest in the Inomin property consisting of certain mineral claims that extend the Green Bay property. The Inomin property is subject to a 1.0% NSR of which 100% can be purchased for $500,000. The project also has an underlying NSR of 2.5% of which 1.5% can be purchased for $1,000,000.
The Company owns a 100% interest in the Sprucy Pond property (“Sprucy Pond”), which is contiguous to the Hammerdown project. The Sprucy Pond property is subject to a 1.0% NSR of which 50% can be purchased for $500,000. The 6.25 km² Sprucy Pond consists of 25 claim units. Historical work on Sprucy Pond has uncovered abundant angular gold bearing quartz-pyrite float, bearing a strong resemblance to the Hammerdown high grade gold-quartz sulfide veins.
Greenfield Interests
Birchy Island Pond (Au)
Located 5 km east of Hammerdown, this target is a newly discovered quartz vein system defined on surface by a mineralized boulder train at the intersection of several faults highlighted on surface as a well-defined 4 km long linear structure.
Timber Pond (Au-Ag-Cu)
Timber Pond is located 8 km east of Hammerdown. Phase 1 exploratory drilling was completed including 5 drill holes totaling 647 m. Drilling confirmed the historical massive and disseminated sulphide mineralization as well as a lens of gold mineralization in the hanging wall to the massive sulphides.
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MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Golden Anchor/Beetle Pond (Au)
This gold zone is located 1 km east of the Hammerdown Deposit and is interpreted as being an extension of the Golden Anchor prospect that has been offset by folding and faulting. The Beetle Pond Trend is located 500 m East of Golden Anchor and is associated with a high-grade gold and base metal in soil trend that extends for over 325 m and is associated with a large coincident magnetic and IP anomaly.
Whisker Valley Project
The Whisker Valley project is comprised of 33 licenses, 610 claim units and 15,250 hectares and is located 10 km northwest of the Company's high-grade Hammerdown Gold Project. The Company currently holds 216 square km² along a strike length of 31.5 km of the favorable geology that is host to numerous gold prospects and showings.
The Company owns a 100% interest in the Whisker Valley Property in the Baie Verte mining district of Newfoundland and Labrador, Canada. The Company was required to make an additional payment to the optionors of $50,000 on each of the first, second and third anniversary of the Exercise Date. These payments were made in March 2023, March 2024 and March 2025. The property is subject to a 2.5% NSR royalty, of which 1% can be purchased for $1,000,000 on or before the end of the second anniversary of commencement of commercial production.
The Company owns a 100% interest in the El Strato property (contiguous to Whisker Valley). The Company has the option to buy-back one-half of the 2% NSR royalty for $1,000,000 on or before the end of the second anniversary of commercial production.
The Company owns a 100% interest in the Strugglers Pond property (contiguous to Whisker Valley). The Company has the option to buy-back one-half of the 2% NSR royalty for $1,000,000 on or before the end of the second anniversary of commercial production.
On January 31, 2023, the Company entered into an option agreement to acquire a 100% interest in certain mineral property interests located on the Whisker Valley property in the Baie Verte mining district of Newfoundland and Labrador, Canada, for $50,000 payable in three annual installments, the final payment of which was made on January 31, 2025.
The Company has the option to buy-back one-half of the 1% NSR royalty for $500,000 on or before the end of the second anniversary of commercial production.
Greenfield Interests
Three mineralized corridors define the abundance of gold mineralization discovered to date on the Whisker Valley Property, the Gary Vein Trend, the Fluorite Trend and the El Strato Trend.
Gary Vein System (Au)
The Gary vein mineralized corridor occurs within a north-south trending erosional window exposing Burlington Granodiorite between rhyolitic and felsic tuffaceous units of the younger King's Point Volcanic Complex to the east and west. A significant number of gold bearing quartz veins and abundant mineralized float have been discovered along this north south corridor covering an area 3 km north-south by 1.5 km east-west. It is believed that the mineralized corridor continues further to the north and south along the exposed Burlington Granodiorite window. The Gary gold-bearing quartz vein system is the most significant discovery to date on the property. Trenching has exposed the east-west trending vein system for a distance of 320 m, and it remains open in both directions.
Fluorite Zone (Au)
A new mineralized zone containing widespread disseminated pyrite with extensive silica and potassic alteration has been identified at Whisker Valley 1 km east of the Gary vein system. This zone is characterized as an extensive
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MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
hydrothermal breccia system containing gold, zinc, fluorite, and rare earth elements that is geologically similar to other alkalic epithermal systems such as the world class Cripple Creek gold deposits in Colorado, USA. The surface extents of this system are not yet known however similar alteration and mineralization has been exposed in trenching and prospecting over several hundred metres.
El Strato Trend (Au)
In January 2023, Maritime optioned additional claims on the El Strato gold trend further consolidating an emerging gold mineralized system stretching over 7 kms. The El Strato gold prospect hosts numerous gold and base metal occurrences and trends centered around the Whisker Valley and Middle Arm secondary fault structures. Previous exploration identified widespread gold mineralization associated with secondary structures hosting quartz, carbonate and base-metal-rich veins considered to be indicative of a structurally controlled orogenic gold system.
Gull Ridge Project (Ni, Cu, Co)
In January 2021, the Company staked additional claims to the south of the new Gull Ridge project area comprised of 2,300 hectares on 92 claim units situated in the southern part of the Baie Verte Peninsula. The Gull Ridge Property has been recognized by Maritime as a significantly underexplored target area for base and precious metals. In 2021, the Company commenced drilling on drill targets at Gull Ridge based on the VTEM and magnetic survey data and detailed ground EM surveys; and continues to complete reconnaissance scale mapping along with soil sampling and prospecting; and, carry out IP geophysical surveys in select areas pending positive results. As previously discussed, the Company completed a deep looking regional ZTEM survey and interpretation of the results and is ongoing with early indications of anomalous areas being defined for ground follow-up.
On December 21, 2021, the Company entered into an agreement to acquire a 100% interest in certain mineral property interests located on the Gull Ridge property in the Baie Verte mining district of Newfoundland and Labrador, Canada, for $50,000 and 250,000 of the Company's common shares, payable in four installments. The final payments of $20,000 and 100,000 common shares was made on January 7, 2025.
The Gull Ridge Pluton is a large highly magnetic polyphase intrusion located in the southwest end of the Maritime land package and is historically under explored. Historical work in the area highlighted widespread disseminated and patchy sulphide mineralization of pyrite, chalcopyrite and pyrrhotite and possible pentlandite. Airborne IP Geophysics (AIIP) identified a large chargeability anomaly measuring 4.5 km long by 1.5 km wide contained within the magnetic expression of the Gull Ridge Pluton.
Black Ridge Project (Au, Ag VMS target)
On November 14, 2023, Maritime staked the Black Ridge volcanic massive sulphide (VMS) target in Newfoundland and Labrador. Black Ridge is located at the southwest corner of the Company's landholdings, approximately 15 km from the Hammerdown Gold Project. The property is at an early stage of exploration but hosts several historical high-grade gold, silver and copper showings in outcrop, float and soil samples. The newly staked area consists of 6 claim units (150 hectares).
Point Rousse Project
On August 21, 2023, the Company acquired the Point Rousse Project, located within the Baie Verte Mining District, on the Point Rousse/Ming's Bight Peninsula, in the northern portion of the Baie Verte Peninsula, approximately 6 km northeast of the Town of Baie Verte, in north central Newfoundland, in the Province of Newfoundland and Labrador. The Point Rousse Project includes the fully permitted 1,300 tpd Pine Cove mill, a large capacity in-pit permitted tailings storage facility, deep water port access and over 57 km² of mineral claims and mining leases, including the Stog'er Tight and Argyle properties.
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MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Royalty obligations on the various Point Rousse Project mineral properties are as follows:
- A NSR of 3% is payable to a third-party on gold produced from the Stog'er Tight Property.
- A $3,000,000 capped NSR on 4 mineral exploration licenses in the Point Rousse Project, which forms part of the Argyle property, is calculated at 3% when the average price of gold is less than US$2,000 per ounce for the calendar quarter and is 4% when the average price of gold is more than US$2,000 per ounce for the calendar quarter.
- A $3,000,000 capped NSR of 3% on a property that forms part of the Argyle Property. Once the aggregate limit has been met and 200,000 ounces of gold has been sold from the property, the NSR decreases to 1%.
- A net profits interest ("NPI") agreement over the Point Rousse Mining Leases with Royal Gold Inc. whereby the Company is required to pay Royal Gold Inc. 7.5% of net profits, calculated as the gross receipts generated from the claims less all cumulative development and operating expenses.
The Company also has royalties payable to various vendors of mineral leases located outside the currently anticipated mining areas.
Lac Pelletier Project
The Company held a 100% interest in the Lac Pelletier property, located southwest of Rouyn Noranda, Québec, Canada in the Abitibi Greenstone Belt and allocated a value of $1,764,869 to the Lac Pelletier exploration property upon acquisition in April 2021. On October 5, 2022, the Company sold a 1% NSR on its Lac Pelletier Property located in Québec to Metalla Royalty & Streaming Ltd. for cash consideration of $300,000. Selling costs related to the transaction were $5,558. The net proceeds of $294,442 were credited against the Lac Pelletier mineral property.
On March 11, 2025, the Company announced the completion of the sale of its interests in the Lac Pelletier gold project (the "Project") to Emperor Metals Inc. ("Emperor"), an arm's length party to Maritime. Pursuant to the purchase agreement dated January 6, 2025 (as amended on March 2025) by and among Maritime, its wholly-owned subsidiary 2823988 Ontario Corp. ("282"), and Emperor, Maritime, through 282, has sold the 25 mineral claims and one mining lease that form Maritime's interest in the Project, in exchange for an aggregate of 12,500,000 common shares in the capital of Emperor (the "Emperor Shares"), representing approximately 10.8% of the issued and outstanding Emperor Shares. The Emperor Shares are subject to a statutory four-month and one day hold period from the date of issuance.
Other Exploration Properties
Owl Creek West – The Company holds a 35% interest in the Owl Creek West joint venture with Newmont Canada Corporation who holds 65%. The property is located in Timmins, Ontario, Canada.
Wright – The Company holds a 100% interest in the Wright property, located in Temiscaming, Québec, Canada.
FINANCIAL POSITION
Cash
As at March 31, 2025, cash totaled $1,542,676 (December 31, 2024 – $4,696,407). The decrease in cash was mainly due to capital expenditures incurred in support of the restart and re-commissioning of the Pine Cove mill, and pre-development activities undertaken at the Hammerdown Gold Mine including confirmatory metallurgical testing, grade control drilling, surface trenching and detailed mine planning to support the completion of an updated feasibility study.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Receivables
As at March 31, 2025, receivables of $775,395 (December 31, 2024 – $588,605) included a $250,000 payment due to Maritime pursuant to a mutual cooperation agreement with Shoreline and input sales taxes resulting from increased activity at the Pine Cove mill and Hammerdown.
Reclamation and other deposits
The Company is required to maintain reclamation deposits for its mineral properties in respect of its expected rehabilitation and closure obligations. The Company assumed a reclamation obligation with the Government of Newfoundland and Labrador upon the acquisition of the Point Rousse Project on August 21, 2023. The Company established a surety bonding arrangement with a Canadian insurance company (the "Surety") with respect to its Point Rousse environmental bonds totalling $5,455,663, as at March 31, 2025. The surety arrangement required the Company to provide cash collateral of $1,910,000, equivalent to 35% of the value of the bonds, and pay an annual bond fee equal to 3% of the respective bond amount. The Company holds an irrevocable letter of credit, with a major Canadian bank, as cash collateral to the Surety.
A deposit of $72,981 for reclamation purposes has been made to the Government of Newfoundland and Labrador on account of the Hammerdown project as at March 31, 2025, related to its 2021 early works program.
Property, plant and equipment
| Mills and Infrastructure $ | Right of use assets $ | Furniture and Leaseholds $ | Vehicles and Equipment $ | Exploration Equipment $ | Total $ | |
|---|---|---|---|---|---|---|
| Net book value – December 31, 2023 | 10,626,528 | 337,294 | 809 | 266,790 | 30,776 | 11,262,197 |
| Additions | 668,183 | 75,886 | - | 9,178 | - | 753,247 |
| Surrender of land | (1,500,000) | - | - | - | - | (1,500,000) |
| Asset retirement cost decrease | (23,876) | - | - | - | - | (23,876) |
| Depreciation | - | (125,324) | (809) | (84,813) | (13,190) | (224,136) |
| Net book value – December 31, 2024 | 9,770,835 | 287,856 | - | 191,155 | 17,586 | 10,267,432 |
| Additions | 1,759,248 | 361,960 | - | - | - | 2,121,208 |
| Disposals | - | (44,301) | - | - | - | (44,301) |
| Asset retirement cost decrease | (59,910) | - | - | - | - | (59,910) |
| Depreciation | - | (47,673) | - | (21,203) | (3,297) | (72,173) |
| Net book value – March 31, 2025 | 11,470,173 | 557,842 | - | 169,952 | 14,289 | 12,212,256 |
As at March 31, 2025 and December 31, 2024, the Pine Cove mill and Nugget Pond mill are not considered available for use and accordingly are not being depreciated.
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MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Mineral properties
Expenditures incurred on the Company's exploration properties and mineral interests follow:
| Green Bay $ | Whisker Valley $ | Gull Ridge $ | Lac Pelletier $ | Other ON & QC $ | Total $ | |
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 28,996,307 | 5,104,753 | 1,066,378 | 1,667,548 | 3,780 | 36,838,766 |
| Acquisition costs | - | 65,000 | 10,000 | - | - | 75,000 |
| Acquisition costs – shares | - | - | 2,000 | - | - | 2,000 |
| Exploration expenses: | ||||||
| Geology | 823,638 | 93,381 | 19,690 | 39,573 | 2,392 | 978,674 |
| Property | 91,865 | 2,661 | 4,400 | 3,588 | 4,625 | 107,139 |
| Detailed engineering | 527,615 | - | - | - | - | 527,615 |
| Environmental & permitting | 50,044 | - | - | - | - | 50,044 |
| 1,493,162 | 161,042 | 36,090 | 43,161 | 7,017 | 1,740,472 | |
| Less: Recoveries | (11,747) | - | - | - | - | (11,747) |
| Net additions/disposals | 1,481,415 | 161,042 | 36,090 | 43,161 | 7,017 | 1,728,725 |
| Balance, December 31, 2024 | 30,477,722 | 5,265,795 | 1,102,468 | 1,710,709 | 10,797 | 38,567,491 |
| Acquisition costs | - | 75,000 | 20,000 | - | - | 95,000 |
| Acquisition costs – shares | - | - | 6,500 | - | - | 6,500 |
| Exploration expenses: | ||||||
| Geology | 320,222 | 19,679 | 2,484 | - | - | 342,385 |
| Grade control drilling | 1,075,621 | - | - | - | - | 1,075,621 |
| Detailed engineering | 326,297 | - | - | - | - | 326,297 |
| Environmental & permitting | 27,507 | - | - | - | - | 27,507 |
| Property | 1,100 | 23,205 | - | 3,402 | - | 27,707 |
| 1,750,747 | 117,884 | 28,984 | 3,402 | - | 1,901,017 | |
| Less: Sale of Lac Pelletier property | - | - | - | (1,714,111) | - | (1,714,111) |
| Net additions/disposals | 1,750,747 | 117,884 | 28,984 | (1,710,709) | - | 186,906 |
| Balance, March 31, 2025 | 32,228,469 | 5,383,679 | 1,131,452 | - | 10,797 | 38,754,397 |
Accounts payable and other liabilities
As at March 31, 2025, accounts payable and accrued liabilities were $2,325,585 (December 31, 2024 – $1,334,035) and relate primarily to the Company's activities at the Pine Cove mill and Hammerdown Gold Project.
Reclamation liability
The Company's estimates of future decommissioning and restoration for reclamation and closure costs for its Nugget Pond gold plant milling assets and the newly acquired Point Rousse Project are based on reclamation and closure plans submitted to the Government of Newfoundland and Labrador. Elements of uncertainty in estimating these amounts include potential changes in regulatory requirements, reclamation plans and cost estimates, inflation and discount rates and timing of expected expenditures. The undiscounted amount of estimated cash flows required to settle the decommissioning and reclamation costs related to the Nugget Pond gold circuit assets acquired on April 12, 2021 is estimated at $718,750 as at March 31, 2025 and December 31, 2024. Accretion on the liability, at this time, is nominal due to the offsetting inflation and risk-free interest rates. The Company has recorded the undiscounted amount of estimated reclamation costs and will re-evaluate the estimated timing and value of outflows annually and will revise its estimate if necessary.
The Company established a surety bonding arrangement with respect to its Point Rousse environmental bonds totaling $5,455,663 at March 31, 2025 in favour of the Government of Newfoundland and Labrador. During the three-month period ended March 31, 2025, a review was undertaken to update the timing of estimated reclamation liability cash flows resulting in a decrease of $59,910. At March 31, 2025, the estimated undiscounted future cash
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MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
flows of $6,098,017 have been discounted using a risk-free rate of 3.23% (December 31, 2024 – 3.23%) and a long-term inflation rate of 2% (December 31, 2024 – 2%) and resulted in an increase in the liability of $48,440.
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening balance | 5,997,430 | 5,841,746 |
| Effect of change in estimates | (59,910) | 172,617 |
| Effect of change in discount rate | - | (196,493) |
| Interest accretion (Note 15) | 48,440 | 179,560 |
| 5,985,960 | 5,997,430 |
Notes payable
On August 14, 2023, the Company completed a brokered note offering consisting of the issuance of US$5,000,000 principal amount non-convertible senior secured notes (the "Notes") and 38,311,427 common share purchase warrants of the Company (the "Note Offering") maturing August 14, 2025 (the "Initial Maturity Date"). The Initial Maturity Date may be extended by the Company in certain circumstances and subject to certain conditions, to August 14, 2026 (the "Extended Maturity Date") pursuant to the terms of the note indenture (the "Note Indenture") governing the terms of the Notes dated August 14, 2023 (the "Closing Date") entered into between the Company and Computershare Trust Company of Canada (the "Trustee"), as trustee. The Company received proceeds of US$4,900,000.
The Note Offering was completed pursuant to the terms of an agency agreement entered into between the Company and SCP Resource Finance LP ("SCP") dated August 14, 2023. The Notes are subject to a 2% original issue discount on the principal amount of the Notes (the "OID"). The Notes bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 6% per annum, payable quarterly in arrears. The Initial Maturity Date of the Notes can be extended to the Extended Maturity Date at the election of the Company. In the event of such an extension, the Company will pay an extension fee to noteholders equal to 3% of the aggregate principal amount of the Notes then outstanding (the "Extension Fee") and the interest rate on the Notes will increase to SOFR plus 9% until the Extended Maturity Date. The Company may elect to pay the Extension Fee by issuing common shares in the capital of the Company ("Extension Shares") at the then market price (as defined in policies of the Exchange) on the trading day prior to the maturity date, subject to the approval of the holders ("Noteholders") of at least 65% of the principal amount of the Notes then outstanding and the approval of the Exchange.
Pursuant to certain conditions set out in the Note Indenture, including the approval of Noteholders holding at least 65% of the principal amount of the Notes then outstanding, the Company has the option to satisfy interest payments under the Notes by issuing Shares ("Interest Shares") having a deemed value equal to 90% of the Market Price as of the date of a news release announcing the Company's intention to issue the Interest Shares, subject to the approval of the Exchange. The Note Indenture also sets out certain financial covenants including a minimum cash balance of US$228,015 and a positive working capital balance, with the amount of outstanding Notes being excluded from the calculation.
The indebtedness under the Notes may be redeemed in whole or in part at the option of the Company for cash consideration equal to 113% of the aggregate amount of indebtedness if the Notes are redeemed on or prior to the first anniversary of the Closing Date, or 100% of the aggregate amount of indebtedness if redeemed after the first anniversary of the Closing Date. The Notes are secured by a general security interest over the Company and rank senior to all existing and future indebtedness of the Company.
Each Note Warrant is exercisable into one common share (each, a "Note Warrant Share") in the capital of the Company at a price of $0.07 per Note Warrant Share up until August 14, 2025, subject to the extension in the event that the Initial Maturity Date of the Notes is extended to the Extended Maturity Date.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
In connection with the closing of the Note Offering, the Company paid SCP a US$117,600 cash commission and issued SCP broker warrants of the Company exercisable at any time prior to the applicable maturity date to acquire up to 1,877,260 common shares at $0.07 per common share.
The Company deducted a total of $1,624,656 in transaction costs, including the issuance of warrants, with an aggregate value of $723,660, and financing fees, including the OID, from the carrying value of the Notes, which will be amortized over the term of the Note Indenture. The Company recognized $185,262 of interest during the three-month period ended March 31, 2025 (2024 - $192,114) which was subsequently settled on April 2, 2025 through the issuance of 2,573,090 common shares with a deemed value of $0.072 per share. The Company also recognized finance expenses of $422,959 (2024 - $378,612) for the amortization of transaction and financing costs and an unrealized loss due to changes in foreign exchange rates of $2,030 (2024 - $105,033) during the three-month period ended March 31, 2025.
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening Balance | 6,556,544 | 5,269,193 |
| Interest and amortization of transaction costs | 422,959 | 1,552,628 |
| Interest paid or payable | (185,262) | (756,854) |
| Effect of changes in foreign exchange rate | 2,030 | 491,577 |
| 6,796,271 | 6,556,544 |
Share issuance
On February 13, 2025, the Company issued 11,804,545 common shares for gross proceeds of $735,000 pursuant to Dundee Corporation's exercise of 11,136,364 warrants, consisting of 7,662,285 Note Warrants and $3,474,079 Unit Warrants, both with exercise price of $0.066 and an exchange basis of 1.06 common shares for each warrant exercised.
The Company issued 100,000 common shares valued at $6,500 in connection with the Gull Ridge property.
Share subscriptions received in advance
As at March 31, 2025, the Company received $43,478 in unit subscriptions relating to the brokered private placement offering completed on April 9, 2025.
Royalty units
During fiscal 2016, the Company issued Royalty Units with a price of $0.01 per Royalty Unit, and, subject to written consent of the Company, may be assigned or transferred in their entirety only. The proceeds of $210,700 received in relation to the Royalty Units has been recorded as a Royalty Reserve within Equity.
Royalty Units will return 100% of the original investment made by the purchasers and is to be paid out of production from the Company's Green Bay project. The likelihood of the project going into production cannot be determined at this time. Total royalties payable from the Royalty Units ("Royalty Payment") are capped at $3,440,500 being the price for which the Equity Units (comprised of common shares and common share warrants) and Royalty Units were purchased. Royalty Payments will be made annually beginning on the first anniversary of the date of commencement of commercial production for the Project. Royalty Payments will be funded solely from 10% of annual net cash flow from the Project, with net cash flow representing net production revenues realized from the Project after deduction of all Project operating and debt servicing costs. At the option of the Company, Royalty Payments will be paid either in cash or in gold.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
RESULTS OF OPERATIONS
| Three-month periods ended March 31 | 2025 $ | 2024 $ | Change $ |
|---|---|---|---|
| Expenses | |||
| Salaries and benefits | 279,727 | 502,995 | (223,268) |
| Corporate administration | 70,335 | 58,951 | 11,384 |
| Site administration | 177,739 | - | 177,739 |
| Care and maintenance | - | 468,369 | (468,369) |
| Consulting | 19,500 | 19,515 | (15) |
| Directors' fees and expenses | 30,120 | 30,119 | 1 |
| Investor relations and promotion | 60,382 | 58,219 | 2,163 |
| Professional fees | 39,542 | 57,793 | (18,251) |
| Depreciation | 72,173 | 55,404 | 16,769 |
| Finance expense and accretion | 518,835 | 462,663 | 56,172 |
| Interest expense on lease liability | 9,785 | 7,143 | 2,642 |
| (1,278,138) | (1,721,171) | (443,033) | |
| Gain on sale of marketable securities | 125,000 | - | (125,000) |
| Loss on sale of exploration properties | (151,611) | - | 151,611 |
| Loss on foreign currency | (922) | (94,185) | (93,263) |
| Interest income | 21,191 | 24,762 | 3,571 |
| Loss and comprehensive loss | (1,284,480) | (1,790,594) | (506,114) |
| Loss per share | Nil | Nil | - |
For the three-month period ended March 31, 2025, the Company incurred a loss and comprehensive loss in the amount of $1,284,480 (2024 – $1,790,594). Expenses during the three-month period ended March 31, 2025 were lower than the comparative period due to the decline in care and maintenance activities at the Point Rousse site partly offset by higher site administration costs related to the restart of the Pine Cove mill operations for re-commissioning, along with increases in finance expenses related to the reclamation and notes obligations.
Salaries and benefits were lower during the three-month period ended March 31, 2025 resulting from the capitalization of compensation costs relating to the refurbishment of the Pine Cove mill.
During the three-month period ended March 31, 2025, the Company incurred $nil (2024 – $18,455) for operating leases included in Administration and Care and maintenance.
The Company recognized a loss on sale of exploration properties of $151,611 calculated as the difference between the fair value of the common shares received from Emperor Metals Inc. ("Emperor Shares") of $1,562,500 and the carrying value of the Lac Pelletier exploration assets of $1,714,111 as at March 11, 2025, the date of the completion of the sale.
As at March 31, 2025, the company recognized an unrealized gain on marketable securities of $125,000 due to the increase in market value of the underlying Emperor Shares.
The loss on foreign currency during the three-month period ended March 31, 2025 was $922 (2023 – $94,185) and was mainly due to the decline in unrealized loss from the revaluation of the US$5,000,000 Note payable at period end resulting from the slight weakening of the Canadian dollar against the United States dollar during period.
MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
SUMMARY OF QUARTERLY RESULTS
The following table summarizes information derived from the Company's financial statements for each of the eight most recently completed quarters.
| in thousands, except per share amounts | Mar 31 | Dec 31 | Sep 30 | Jun 30 | Mar 31 | Dec 31 | Sep 30 | Jun 30 |
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| Net income (loss): | ||||||||
| (i) in total | (1,284) | (2,067) | (1,295) | (1,776) | (1,791) | (724) | (869) | (402) |
| (ii) per share(1) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | (0.01) | 0.00 | 0.00 |
| Cash | 1,543 | 4,696 | 7,427 | 587 | 2,086 | 1,058 | 3,436 | 530 |
| Accounts payable and accruals | 2,326 | 1,334 | 896 | 580 | 439 | 887 | 1,491 | 240 |
| Exploration and evaluation assets | 38,754 | 38,567 | 37,899 | 37,589 | 37,223 | 36,839 | 36,400 | 35,899 |
| Debt | US5,000 | US5,000 | US5,000 | US5,000 | US5,000 | US5,000 | US5,000 | nil |
| Deficit | (23,437) | (22,162) | (20,095) | (18,800) | (17,247) | (15,721) | (15,290) | (14,463) |
(1) Fully diluted loss per share amounts are not shown as they would be anti-dilutive.
For the three months ended March 31, 2025, the Company incurred a loss and comprehensive loss in the amount of $1,284,480 (2024 – $1,790,594). Cash balance fluctuated as a result of proceeds received from the exercise of warrants combined with expenditures during the period.
The Company's operations are not driven by seasonal trends, but rather by reaching project milestones such as completing various geological, technical, environmental and socio-economic objectives as well as closing the financings needed to fund the Company's activities. The operating results of junior exploration companies typically demonstrate wide variations from period to period. These variances arise from fluctuations in such costs as share-based compensation and level of exploration activity.
TRANSACTIONS WITH RELATED PARTIES
Related-party transactions
Effective February 1, 2019, the Company entered into a sublease for office space in Toronto, with a corporation that is related by virtue of having certain directors and officers in common. The office lease ended on May 31, 2024.
For the three-month periods ended March 31, the Company was charged the following:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Rent | - | 18,455 |
| Office administration | 796 | 1,110 |
| 796 | 19,565 |
Key Management Personnel
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Compensation to key management personnel for services rendered were as follows for the three-month periods ended March 31:
| 2024 | 2024 | |
|---|---|---|
| $ | $ | |
| Salaries | 193,550 | 193,239 |
| Directors’ fees | 27,500 | 27,500 |
| 221,050 | 220,739 |
At March 31, 2025, related party balances included in accounts payable and accrued liabilities of $45,649 (2024 – $33,986), comprised of $27,500 for directors’ fees payable to the members of the board of directors of the Company, and $18,149, payable to the Chief Executive Officer, the Chief Financial Officer and the VP, Environment & Sustainability for conference and travel-related expenses. Amounts due to related parties are non-interest bearing with no specific terms of repayment.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no operations that generate cash flow at this time. The Company’s future financial success will depend on its success in re-starting the past producing Hammerdown gold mine and, also on the expansion of, or discovery of, one or more economic mineral deposits or business opportunities. The process can take years, can consume significant resources and is largely based on factors that are beyond the control of the Company and its management.
Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. As an exploration stage company, the Company has financed its activities primarily by the issuance of equity securities. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.
Working Capital
The Company had $2,537,838 in working capital as at March 31, 2025 (December 31, 2024 – $4,571,547) (see “Non-IFRS Measures”). As at March 31, 2025, the Company had no unused lines of credit and had no off-balance sheet arrangements. The Company does not use hedges or other financial derivatives.
The Company manages its liquidity risk (i.e., the risk that it will not be able to meet its obligations as they become due) by forecasting cash flows from operations together with its investing and financing activities. Expenditures are adjusted to ensure liabilities can be funded as they become due. Management and the Board of Directors are actively involved in the review, planning, and approval of significant expenditures and commitments.
Operating Activities
Cash used in operating activities was $2,182,789 for the three-month period ended March 31, 2025 (2023 – $659,003). Operating activities related to increased corporate activity as the Company progressed permitting to further de-risk its Hammerdown Project and prepare for the re-commissioning of the Pine Cove mill.
Financing Activities
Financing activities during the three-month period ended March 31, 2025 resulted in cash inflows of $736,961 (2024 – $2,164,765) mainly relating to the proceeds of the warrant exercise by Dundee.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
Investing Activities
Investing activities during the three-month period ended March 31, 2025 resulted in cash outflows of $1,707,903 (2024 - $478,595) relating predominantly to capital expenditures for the upgrade and refurbishment of the Pine Cove mill.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, receivables, deposits, accounts payable and accrued liabilities, deferred liabilities, notes payable and lease liabilities. The carrying value of receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The carrying value of the Company's lease liabilities is measured at the present value of the discounted future cash flows. The fair value of cash is measured based on level 1 of the fair value hierarchy. The fair values of the notes payable are approximated by their carrying values as the interest rates are comparable to market interest rates.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below.
Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation. The Company is exposed to credit risk with respect to its cash and receivables and its reclamation deposits. The Company seeks to limits its exposure to credit loss by placing its cash and cash equivalents and reclamation deposits with major Canadian chartered banks.
On August 21, 2023, the Company entered into an irrevocable letter of credit facility with a major Canadian bank to provide $1,910,000 cash collateral to the Surety in support of reclamation bonds for the Point Rousse Project. Receivables were due from a merchant bank and a government agency.
Currency Risk
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and US dollar or other foreign currencies will affect the Company's operations and financial results. The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company's significant financial instrument denominated in a foreign currency (US dollar) are the Notes which were entered into on August 14, 2023. A 10% appreciation or depreciation of the value of the US dollar relative to the Canadian dollar would result in an increase or decrease of $18,632 in the Company's loss for the three-month period ended March 31, 2025 (2024 - $19,175).
The Company maintains cash accounts denominated in US dollars to complete foreign currency and considers this practice adequate to mitigate significant foreign currency fluctuations for US dollar transactions. The Company does not currently engage in hedging contracts to manage exposure to foreign exchange risk but may in the future.
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. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The risk that the Company will realize a loss in cash is limited because the Company's deposits are redeemable on demand.
The Company is exposed to interest rate risk through its US$5,000,000 Note Offering which bear interest at a rate equal to the SOFR plus 6% per annum and the Company may elect to extend the maturity date by one year, at which time the interest rate on the Notes would increase to SOFR plus 9%. Pursuant to certain conditions, the Company has the option to satisfy interest payments under the Note Offering by issuing common shares. A 10% increase or
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
decrease in the SOFR would have resulted in an increase or decrease of $7,841 in the Company's loss for the three-month period ended March 31, 2025 (2024 - $9,020).
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding. The Company intends to raise funding through debt financing, equity issuances, sales of royalties or asset sales, or a combination thereof to fund the progress towards a development decision at the Hammerdown Gold Project.
The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. As at March 31, 2025, the Company had cash totalling $1,542,676 (December 31, 2023 – $4,696,407) to settle current liabilities of $2,535,305 (December 31, 2024 – $1,465,368). Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
As at March 31, 2025 and December 31, 2024, the Company's accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms.
Pursuant to the Note Indenture, the Company agreed to certain financial covenants including a minimum cash balance of US$228,015 and a positive working capital balance, with the amount of outstanding Notes being excluded from the calculation. The Company was in compliance with the requirement at March 31, 2025.
The following table summarizes the maturity profile of the Company's financial liabilities at March 31, 2025. The amounts presented represent the future undiscounted principal and interest cash flows, and therefore, do not equate to the carrying amounts on the consolidated statements of financial position.
| Current within 1 year | Non-current year 2 - 5 | Non-current year 6 onwards | |
|---|---|---|---|
| $ | $ | $ | |
| Accounts payable and accrued | 2,325,585 | - | - |
| Lease liabilities | 241,167 | 425,473 | - |
| Notes payable | - | 6,796,271 | - |
| Reclamation Liability | - | 2,645,663 | 3,452,354 |
Price risk
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
CONTINGENCIES
The Company may be subject to various contingent liabilities that occur in the normal course of operations. The Company is not aware of any pending or threatened proceedings that would have a material adverse effect on the financial position or future results of the Company.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
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MARITIMERESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The discussion and analysis of Maritime’s financial condition and results of operations are based upon its financial statements, which are prepared in accordance with IFRS Accounting Standards. The preparation of the financial statements requires the Company to make estimates and judgements that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are discussed in more detail in the Company’s financial statements for the year ended December 31, 2024, which are available on SEDAR+ at www.sedarplus.ca.
NEW AND AMENDED IFRS PRONOUNCEMENTS
New and amended IFRS pronouncements:
IFRS 18 Presentation and Disclosures in Financial Statements
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosures in Financial Statements (“IFRS 18”). The new standard on presentation and disclosure in financial statements focuses on updates to the statement of earnings (loss). The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity’s financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is assessing the impact of this standard on the consolidated financial statements.
Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments. The key changes included clarification on the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to financial liabilities settled through electronic payment system, including an option to utilize an accounting policy for early derecognition. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB also added disclosure requirements to provide additional transparency regarding equity investments designated at fair value through other comprehensive income and financial instruments with contingent features, such as those related to ESG requirements.
The amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company is assessing the impact of these amendments on the consolidated financial statements.
As at March 31, 2025, there are no other accounting standards and interpretations with future effective dates that are expected to have a material impact on the Company.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The information included in the Financial Statements and this MD&A is the responsibility of management, and their preparation in accordance with IFRS Accounting Standards requires management to make estimates and their assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Financial Statements, and the reported amount of income and expenses during the reported period. Actual results could differ from those estimates.
MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
RISK FACTORS AND UNCERTAINTIES
The Company is subject to risks and uncertainties similar to other companies in a comparable stage of exploration. These risks include, but are not limited to, continuing losses, dependence on key individuals, and the ability to secure adequate financing to meet minimum capital required to successfully complete its exploration programs and continue as a going concern. While the Company has been successful in raising financing to date, there can be no assurance that it will be able to do so in the future. The operations of the Company are speculative due to the high-risk nature of its business. These risk factors and uncertainties could materially affect the Company's future operating results and could cause actual events to differ materially from those described herein and in forward-looking statements and forward-looking information relating to the Company. For a more comprehensive discussion of the risks and uncertainties faced by the Company, please refer to the Company's MD&A as at December 31, 2024 filed on www.sedarplus.ca.
DISCLOSURE OF SECURITIES OUTSTANDING
As at May 27, 2025, the following common shares, common share purchase options and common share purchase warrants were outstanding.
| Expiry date | Exercise price per share | Number of shares, options and warrants | |
|---|---|---|---|
| Common shares | 1,119,460,072 | ||
| Common share purchase options | 10-Sep-2025 | $ 0.17 | 600,000 |
| Common share purchase options | 24-Jun-2026 | $ 0.18 | 4,000,000 |
| Common share purchase options | 29-Jul-2026 | $ 0.18 | 2,000,000 |
| Common share purchase options | 28-Feb-2028 | $ 0.05 | 4,350,000 |
| Common share purchase options | 18-Jun-2029 | $ 0.06 | 5,450,000 |
| Common share purchase options | 18-Nov-2029 | $ 0.05 | 1,250,000 |
| Common share purchase options | 17,650,000 | ||
| Common share purchase note warrants (3) (4) | 14-Aug-2025 | $0.066 | 30,649,142 |
| Common share purchase warrants (4) | 14-Aug-2026 | $0.066 | 40,213,421 |
| Common share purchase warrants | 25-Mar-2029 | $0.05 | 3,648,069 |
| Common share purchase warrants | 09-Apr-2027 | $0.12 | 133,350,000 |
| Common share purchase warrants (1) | 207,860,632 | ||
| Broker note warrants (3) | 14-Aug-2025 | $0.07 | 1,877,260 |
| Broker warrants | 14-Aug-2026 | $0.07 | 2,663,250 |
| Standby purchase warrants | 11-Sep-2026 | $0.05 | 33,173,748 |
| Compensation warrants | 09-Apr-2027 | $0.12 | 15,638,964 |
| Broker Warrants (2) | 53,353,222 |
(1) Each transferable warrant entitles the holder to acquire one common share of the Company.
(2) Each non-transferable warrant entitles the holder to acquire one common share of the Company.
(3) Each warrant can be extended to the Extended Maturity Date (by one year) at the election of the Company subject to the approval of Noteholders of at least 65% of the principal amount of the Notes then outstanding.
(4) The related warrant indentures required the Company to adjust the warrants to entitle the holders to acquire 1.06 warrant shares at a price of $0.066 per warrant share as a result of the rights offering subscription price being less than 95% of the Current Market Price as of the record date of the rights offering. The warrants originally entitled the holders to acquire 1.00 warrant share at a price of $0.07 per warrant share. As at May 27, 2025, these modifications result in an additional 4,473,753 warrant shares issuable by the Company upon exercise of the outstanding Note Warrants and Unit Warrants.
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MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
NON-IFRS MEASURES
This MD&A refers to working capital, which is not a recognized measure under IFRS Accounting Standards. This non-IFRS performance measure does not have any standardized meaning prescribed by IFRS Accounting Standards and is therefore unlikely to be comparable to similar measures presented by other issuers. Management uses this measure internally to better assess performance trends and liquidity. Management understands that a number of investors and others who follow the Company's business assess performance in this way. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, as issued by the IASB.
| As at | March 31, 2025 | December 31, 2024 |
|---|---|---|
| $ | $ | |
| Current assets | ||
| Cash | 1,542,676 | 4,696,407 |
| Marketable securities | 1,687,500 | - |
| Receivables | 775,395 | 588,605 |
| Inventory | 740,939 | 331,908 |
| Prepaid expenses and deposits | 326,633 | 419,995 |
| 5,073,143 | 6,036,915 | |
| Current liabilities | ||
| Accounts payable and accrued liabilities | (2,325,585) | (1,334,035) |
| Current portion of lease liabilities | (209,720) | (131,333) |
| Working capital | 2,537,838 | 4,571,547 |
Similarly, the Hammerdown Gold Project – Feasibility Study section of this MD&A refers to the following performance measures which are also not recognized measures under IFRS Accounting Standards.
Cash Costs and Cash Cost per Ounce
Cash Costs are reflective of the cost of production. Cash Costs reported in the Feasibility Study include mining costs, processing and water treatment costs, general and administrative costs of the mine, refining and transportation costs, silver revenue credits and royalties. Cash Costs per Ounce is calculated as Cash Costs divided by payable gold ounces.
All-In Sustaining Costs (AISC) and AISC per Ounce
AISC is reflective of all expenditures that are required to produce an ounce of gold from operations. AISC reported in the Feasibility Study includes Cash Costs, Sustaining Capital, but excludes corporate general and administrative costs. AISC per Ounce is calculated as AISC divided by payable gold ounces.
Free Cash Flow
Free Cash Flows are revenues net of operating costs, royalties, working capital adjustments, capital expenditures and cash taxes. The Company believes that this measure is useful to the external users in assessing the Company's ability to generate cash flows from the Project.
The Company does not have commercial operations and accordingly, does not yet have comparable financial measures calculated and presented in accordance with IFRS to reconcile to the non-IFRS measures included in the Hammerdown Gold Project – Feasibility Study section as of the date of this MD&A.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain of the statements made and information contained herein is "forward-looking information" within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. This includes statements concerning the potential to increase mineral resource and mineral reserve estimates and the Company's Hammerdown Gold Project Feasibility Study, the low capital intensity and rapid payback of the Project, the exploration upside
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M
MARITIME RESOURCES
MANAGEMENT'S DISCUSSION AND ANALYSIS – THREE-MONTH PERIOD ENDED MARCH 31, 2025
relating to the Project, the pursuit of mine life extensions, the potential to increase mineral resource and mineral reserve estimates, returns and FCF relating to the Project, capital financing processes relating to the Project, development of the next drill program on the Project, ROM ore scheduled to be mined from the Project, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the use of ore sorting technology will produce positive results, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, adequate access to the site, timing of future site construction, timing to first gold production, length of construction period for the Project, timing of completion of required permitting, timing for approvals to be obtained for the closure and development plans relating to the Project, timing of an updated feasibility study incorporating the Pine Cove mill, the non-equity portion of any construction capital financing, timing of completion of construction capital financing process, potential of one-off cash inflows from mill cleanup activities, amongst other things, the Company's plans regarding drilling targets previously identified, the anticipated timing of provincial permits and approvals for Hammerdown, acquisition new mineral property interests or business opportunities, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company in good faith as at the date of such information. Such assumptions include, without limitation, the price of and anticipated costs of recovery of, base metal concentrates, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the use of ore sorting technology will produce positive results, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the ability of the Company to continue to be able to access the capital markets for the funding necessary to acquire, maintain and advance exploration properties or business opportunities; meeting its obligations under the Note Indenture; global financial conditions; competition within the industry to acquire properties of merit or new business opportunities, and competition from other companies possessing greater technical and financial resources; difficulties in advancing towards a development decision at the Hammerdown Mine and executing exploration programs at its Newfoundland and Labrador properties on the Company's proposed schedules and within its cost estimates, whether due to weather conditions, availability or interruption of power supply, mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates, increasingly stringent environmental regulations and other permitting restrictions or maintaining title or other factors related to exploring of its properties, such as the availability of essential supplies and services; factors beyond the capacity of the Company to anticipate and control, uncertainty as to whether the acquisition of assets and new mineral property interests will be completed and integrated in the manner currently contemplated by the parties, uncertainty as to whether mineral resources will ever be converted into mineral reserves once economic considerations are applied, uncertainty as to whether inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied, government regulations relating to health, safety and the environment, and the scale and scope of royalties and taxes on production; the availability of experienced contractors and professional staff to perform work in a competitive environment and the resulting adverse impact on costs and performance and other risks and uncertainties, including those described in each MD&A of financial condition and results of operations. In addition, forward-looking information is based on various assumptions including, without limitation, assumptions associated with exploration results and costs and the availability of materials and skilled labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, Maritime undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
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