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Montego Resources Inc. — Management Reports 2026
May 21, 2026
47238_rns_2026-05-21_266c9adc-c902-46d9-b799-3c53f678c47c.pdf
Management Reports
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1
MONTEGO RESOURCES INC.
Management Discussion and Analysis
For the nine months ended March 31, 2026
The Management Discussion and Analysis (“MD&A”), prepared on May 21, 2026 should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto for nine months ended March 31, 2026 of Montego Resources Inc. (“Montego” or the “Company”) and the audited consolidated financial statements and the notes thereto for the year ended June 30, 2025 which were prepared in accordance with International Financial Reporting Standards. Additional information relating to the Company including the Company’s Annual Information Form is available on SEDAR+ at www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this MD&A constitute forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “designed”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements. Based on current available information, the Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that those expectations will prove to be correct. The forward-looking statements in this MD&A are expressly qualified by this statement, and readers are advised not to place undue reliance on the forward-looking statements.
DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the Province of British Columbia on July 20, 2012.
The Company is a junior mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties. As at March 31, 2026, the Company had $Nil exploration and evaluation assets (June 30, 2025 - $Nil).
On July 8, 2020, the Company’s symbol changed from MY to MY.X. The .X extension is added to listed securities of issuers that the Canadian Securities Exchange has deemed to be inactive. On March 8, 2023, the inactive designation has been removed and the Company began trading under its new symbol "MY".
On March 31, 2023, the Company completed the acquisition of 1407899 B.C. Ltd. ("1407899") which holds all the rights, titles, licenses, permits, and 100% interest in the Black Beard Property. 1407899 became a wholly-owned subsidiary of the Company.
On August 6, 2025, the Company incorporated a wholly-owned subsidiary 1551526 B.C. Ltd. ("1551526").
EXPLORATION AND EVALUATION ASSETS
| Black Dog Gold Project | Black Beard Copper Project | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Balance, June 30, 2023 | 165,417 | 1,294,118 | 1,459,535 |
| Acquisition cost | 2,550 | - | 2,550 |
| Exploration expenditures | - | 47,816 | 47,816 |
| Write-off of exploration and evaluation assets | (157,469) | - | (157,469) |
| Balance, June 30, 2024 | 10,498 | 1,341,934 | 1,352,432 |
| Write-off of exploration and evaluation assets | (10,498) | (1,341,934) | (1,352,432) |
| Balance, March 31, 2026 and June 30, 2025 | - | - | - |
Black Dog Gold Project
On October 6, 2022, the Company signed a purchase and sale agreement with Caprock Ventures Corp. ("Caprock") to acquire a 100% interest in and to the Black Dog Gold Project located in Northern Quebec, consists of a block of 42 mineral claims.
In consideration for the acquisition of the Black Dog Project, over the course of four years, the Company will be required to complete a series of cash payments totaling $300,000 and issue an aggregate total of 5,000,000 common shares as shown below:
| Number of Common Shares | Cash | |
|---|---|---|
| $ | ||
| Signing of purchase and sale agreement | 500,000 | 75,000 |
| First-year anniversary of signing | 1,000,000 | 75,000 |
| Second-year anniversary of signing | 1,500,000 | 75,000 |
| Third-year anniversary of signing | 2,000,000 | 75,000 |
| Total | 5,000,000 | 300,000 |
Upon completion of the payments, share issuances and expenditures, the Company will hold a 100% interest in the Black Dog Project.
During the year ended June 30, 2023, the Company paid the first $75,000 and issued 500,000 common shares with a fair value of $250,000.
During the year ended June 30, 2024, most of the claims have been lost and the Company has no chance to restake it. As a result, a write-off of $157,469 was recorded to the consolidated statements of loss and comprehensive loss for the year ended June 30, 2024. The 53-hectare Black Dog project consisted of a block of 1 mineral claim approximately 60 kilometers north of Nemiscau, Quebec, in an immediate area that has seen prospective exploration activity in recent years.
During the year ended June 30, 2025, the Company decided to abandon the Black Dog project development. As a result, a write-off of $10,498 was recorded to the consolidated statements of loss and comprehensive loss.
Black Beard Copper Project
On March 31, 2023, the Company closed the share exchange agreement with 1407899 B.C. Ltd. ("1407899") and the shareholders of 1407899 to acquire 100% of the approximately 1,975-hectare Black Bear property,
located in the Bonavista Peninsula, eastern Newfoundland, Canada. The Black Beard Property comprises of 79 claims.
Pursuant to the share exchange agreement, the Company will issue 11,764,705 common shares to the vendors in exchange for 100% of the outstanding shares of 1407899. A third-party vendor retains a royalty (NSR) of 3% of the mining rights. On March 31, 2023, the Company issued 11,764,705 common shares with a fair value of $1,294,118.
The Company has accounted for the purchase of 1407899 as an asset acquisition as it did not meet the definition of a business under IFRS 3, "Business Combination". The following table summarizes the total consideration, the fair value of the identifiable assets acquired, and liabilities assumed as of the date of the acquisition:
| Fair value of common shares issued (11,764,705 shares at $0.11) | $ | 1,294,118 |
|---|---|---|
| Total consideration | $ | 1,294,118 |
| Assets acquired: | ||
| Exploration and evaluation asset | $ | 1,294,118 |
During the year ended June 30, 2025, all of the claims have been cancelled and the Company has no chance to restake it. As a result, a write-off of $1,341,934 was recorded to the consolidated statement of comprehensive loss for the year ended June 30, 2025. Therefore, the 3% Net Smelter Return (NSR) royalty no longer applies.
SELECTED ANNUAL INFORMATION
($000's except loss per share)
| June 30, 2025 | June 30, 2024 | June 30, 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Revenue | - | - | - |
| Net Loss and Comprehensive Loss | (1,504) | (436) | (653) |
| Basic and Diluted Loss per Share | (0.04) | (0.01) | (0.05) |
| Total Assets | 3 | 1,370 | 2,232 |
| Total Liabilities | 1,433 | 1,296 | 1,722 |
| Dividends | - | - | - |
OPERATIONS
Nine-month period ended March 31, 2026
During the nine-month period ended March 31, 2026 ("current period"), the Company reported a net loss of $95,618 (2025 - $89,000). Included in the determination of operating loss were $4,500 (2025 - $3,000) on consulting fees, the increase was due to higher fees charged by consultants during the current period, $167 (2025 - $205) on depreciation, the decrease was due to decrease in depreciable asset during the current period, $23,513 (2025 - $18,590) on interest expense, the increase was due to loan received during the current period resulting for an increase in the interest accrued in the current period, $9,000 (2025 - $9,000) on management fees, $734 (2025 - $1,959) on office and miscellaneous, the decrease was due to decreased business activities during the current period, recovery of $1,196 (2025 - $1,189) on professional fees, $45,000 (2025 - $45,000) on rent, and $14,060 (2025 - $12,433) on transfer agent and filing fees, the increase was due to increased activity and regulatory periodic filing fees incurred during the current period. The Company also incurred gain on write-off accounts payable of $161 (2025 - $Nil), foreign exchange loss of $2 (2025 - $5) and unrealized gain on investment of $1 (2025 - $3).
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Three-month period ended March 31, 2026
During the three-month period ended March 31, 2026 (“current period”), the Company reported a net loss of $30,889 (2025 - $30,815). Included in the determination of operating loss were $1,500 (2025 - $1,500) on consulting fees, $52 (2025 - $64) on depreciation, the decrease was due to decrease in depreciable asset during the current period, $8,608 (2025 - $6,388) on interest expense, the increase was due to loan received resulting for an increase in the interest accrued during the current period, $3,000 (2025 - $3,000) on management fees, $70 (2025 - $739) on office and miscellaneous, the decrease was due to decreased business activities during the current period, $15,000 (2025 - $15,000) on rent and $2,675 (2025 - $4,125) on transfer agent and filing fees, the decrease was due to decreased activity and regulatory periodic filing fees incurred during the current period. The Company also incurred foreign exchange loss of $1 (2025 - gain of $1) and unrealized gain on investment of $17 (2025 - $Nil).
RISKS AND UNCERTAINTIES
In conducting its business, the Company faces a number of risks and uncertainties related to the mineral exploration industry. Some of these risk factors include risks associated with land titles, exploration and development, government and environmental regulations, permits and licenses, competition, dependence on key personnel, fluctuating mineral and metal prices, the requirement and ability to raise additional capital through future financings.
Title Risks
Although the Company has exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Third parties may have valid claims underlying portions of the Company’s interests, and the permits or tenures may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. If a title defect exists, it is possible that the Company may lose all or part of its interest in the properties to which such defects relate.
Exploration and Development
Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. Substantial expenses are required to establish reserves by drilling, sampling and other techniques and to design and construct mining and processing facilities. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit (i.e. size, grade, access and proximity to infrastructure), financing costs, the cyclical nature of commodity prices and government regulations (including those relating to prices, taxes, currency controls, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection). The effect of these factors or a combination thereof cannot be accurately predicted but could have an adverse impact on the Company.
Environmental Regulations, Permits and Licenses
The Company’s operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more
stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. We intend to comply fully with all environmental regulations.
The current or future operations of the Company, including development activities and commencement of production on our properties, require permits from various federal, state or territorial and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under applicable laws by governmental agencies that may require that we obtain permits from various governmental agencies. There can be no assurance, however, that all permits that the Company may require for the operations and exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which the Company might undertake.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
Competition
The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial and technical resources. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.
Dependence on Key Personnel
The success of the Company is currently largely dependent on the performance of the directors and officers. There is no assurance that the Company will be able to maintain the services of the directors and officers or other qualified personnel required to operate its business. The loss of the services of these persons could have a material adverse effect on the Company and the prospects.
Fluctuating Mineral and Metal Prices
Factors beyond our control may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. The effect of these factors on the exploration activities cannot be predicted. For example, gold prices are affected by numerous factors beyond the Company's control, including central bank sales, producer hedging activities, the relative exchange rate of the U.S. dollar with other major currencies, global and regional demand and political and economic conditions. Worldwide gold and copper production levels also affect gold and copper prices. In addition, the price of gold and copper has on occasion been subject to rapid short-term changes due to speculative activities.
Future Financings
The Company's continued operation will be dependent upon the ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained on acceptable terms. Failure to obtain additional financing on a timely basis may cause the Company to postpone development plans, forfeit rights in some or all of the properties or joint ventures, or reduce or terminate some or all of the operations.
SUMMARY OF QUARTERLY RESULTS
($000’s except earnings per share)
| March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Revenue | - | - | - | - |
| Net Loss and Comprehensive Loss | (31) | (32) | (32) | (1,415) |
| Basic and Diluted Loss Per Share | (0.00) | (0.00) | (0.00) | (0.04) |
| March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | |
| $ | $ | $ | $ | |
| Revenue | - | - | - | - |
| Net Loss and Comprehensive Loss | (31) | (29) | (29) | (216) |
| Basic and Diluted Loss Per Share | (0.00) | (0.00) | (0.00) | (0.01) |
Fiscal 2026
During the third quarter of fiscal 2026, the Company recorded a loss of $30,889 compared to a loss of $32,372 in the second quarter of fiscal 2026. The change is due to lower transfer agent and filing fees incurred during the third quarter of fiscal 2026.
During the second quarter of fiscal 2026, the Company recorded a loss of $32,372 compared to a loss of $32,357 in the first quarter of fiscal 2026. The change is due to higher transfer agent and filing fees and interest expense, offset by recovery of professional fees and write-off off accounts payable incurred during the second quarter of fiscal 2026.
During the first quarter of fiscal 2026, the Company recorded a loss of $32,357 compared to a loss of $1,415,088 in the fourth quarter of fiscal 2025. The significant change is due to the write-off of exploration and evaluation assets and exploration fees incurred during the fourth quarter of fiscal 2025.
Fiscal 2025
During the fourth quarter of fiscal 2025, the Company recorded a loss of $1,415,088 compared to a loss of $30,815 in the third quarter of fiscal 2025. The significant change is due to the accrued audit fees and write-off of exploration and evaluation assets incurred during the current quarter.
During the third quarter of fiscal 2025, the Company recorded a loss of $30,815 compared to a loss of $29,270 in the second quarter of fiscal 2025. The change is due to higher consulting fees and office and miscellaneous expenses incurred during the third quarter of fiscal 2025.
During the second quarter of fiscal 2025, the Company recorded a loss of $29,270 compared to a loss of $28,915 in the first quarter of fiscal 2025. The change is due to higher transfer agent and filing fees and interest expense incurred during the second quarter of fiscal 2025.
During the first quarter of fiscal 2025, the Company recorded a loss of $28,915 compared to a loss of $215,746 in the fourth quarter of fiscal 2024. The significant change is due to write-off of exploration and evaluation assets and exploration fees incurred during the fourth quarter of fiscal 2024.
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Fiscal 2024
During the fourth quarter of fiscal 2024, the Company recorded a loss of $215,746 compared to a loss of $42,298 in the third quarter of fiscal 2024. The significant change is due to write-off of exploration and evaluation assets incurred during the current quarter.
LIQUIDITY AND CAPITAL RESOURCES
As at March 31, 2026, the Company had a cash balance of $10,251 and working capital deficiency of $1,525,893 compared to $Nil in cash balance and $1,430,442 in working capital deficiency as at June 30, 2025.
Nine-month period ended March 31, 2026
During the nine months ended March 31, 2026, net cash used in operating activities was $49,749 (2025 - $32,400) comprising a net loss of $95,618 (2025 - $89,000), accrued interest and accretion of $23,513 (2025 - $18,696), depreciation of $167 (2025 - $205), foreign exchange loss of $2 (2025 - $5), unrealized gain on investment of $1 (2025 - $3), decrease in amounts receivable of $999 (2025 - $8,028) and increase in accounts payable and accrued liabilities of $21,189 (2025 - $29,669).
There was no cash used in investing activity for the nine months ended March 31, 2026 and 2025.
Cash provided by financing activity for the nine months ended March 31, 2026 was $60,000 (2025 - $30,000), which was related to proceeds from loans payable.
Three-month period ended March 31, 2026
During the three months ended March 31, 2026, net cash used in operating activities was $687 (2025 - $715) comprising a net loss of $30,889 (2025 - $30,815), accrued interest and accretion of $8,608 (2025 - $6,387), depreciation of $52 (2025 - $64), foreign exchange loss of $1 (2025 - gain of $1), decrease in amounts receivable of $1,449 (2025 - $2,336) and increase in accounts payable and accrued liabilities of $20,109 (2025 - $21,314).
There was no cash used in investing activity for the three months ended March 31, 2026 and 2025.
There was no cash provided by financing activity for the three months ended March 31, 2026 and 2025.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
COMMITMENTS AND CONTINGENCIES
As at nine months ended March 31, 2026, the Company has no commercial and management liability insurance policy which allowed reducing the various risks inherent to Company's activities.
TRANSACTIONS WITH RELATED PARTIES
RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction
when there is a transfer of resources or obligations between related parties.
Key management compensation
Key management personnel receive compensation in the form of short-term employee benefits. Key management personnel include the current and former directors of the Company. The remuneration of key management is as follows:
| Nine months ended March 31, | 2026 | 2025 |
|---|---|---|
| $ | $ | |
| Management fees | 9,000 | 9,000 |
| Consulting fees | 4,500 | 3,000 |
| 13,500 | 12,000 |
Management and consulting services were provided by companies owned by officers and directors of the Company.
Other transactions and balance
As at March 31, 2026, the Company has $13,950 (June 30, 2025 - $11,925) payables as a result of related party transactions incurred throughout the period, which was included in amounts receivable and in accounts payable and accrued liabilities, respectively. The amounts are receivable from a director of the Company. These amounts are non-interest bearing, unsecured and are due upon demand.
RECENT EVENT
During the year ended June 30, 2025, management proceeded to write-off all exploration and evaluation assets of the Company.
SUBSEQUENT EVENT
No subsequent event.
MANAGEMENT CHANGES
No changes during the nine months ended March 31, 2026.
APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
New accounting standards issued and effective
This standard has been revised to incorporate amendments issued by the International Accounting Standards Board (IASB) in January 2020. The amendments clarify the criterion for classifying a liability as non-current relating to the right to defer settlement of the liability for at least 12 months after the reporting period. The application of these amendments had no impact on the Company's consolidated loss or consolidated financial position.
Other new standards or amendments are either not applicable or not expected to have a significant impact on the Company's consolidated financial statements.
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Accounting Standards and Amendments Issued and Effective but Not yet Adopted
A number of new standards and amendments to existing standards have been issued by the IASB that are mandatory for accounting period beginning after July 1, 2024. The Company has not early adopted these new standards in preparing these consolidated financial statements. These new standards are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.
IFRS 9 Financial Instruments
This standard has been revised to incorporate the amendment issued by the International Accounting Standards Board in May 2024. The amendment will address diversity in accounting practice by making the requirements more understandable and consistent. Amendment clarify the derecognition date for financial assets or liabilities. The amendment is effective for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted.
IFRS 18 – Presentation and Disclosure in Financial Statements
This standard which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Earlier application is permitted.
SHARE CAPITAL
Issued
The Company has 36,814,527 common shares issued and outstanding as at March 31, 2026 and as at May 21, 2026.
Share Purchase Options
The Company has no stock options outstanding as at March 31, 2026 and as at May 21, 2026.
Share Purchase Warrants
The Company has no share purchase warrants outstanding as at March 31, 2026 and as at May 21, 2026.
Escrow Shares
The Company has no shares held in escrow as at March 31, 2026 and as at May 21, 2026.