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MTB Metals Corp. Management Reports 2025
44945_rns_2025-07-10_704514c2-ddfc-4ed0-a135-ce9057479cd9.pdf
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MTB METALS
MTB METALS CORP.
(An Exploration Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
FOR THE SIX MONTHS ENDED MAY 31, 2025
OVERVIEW AND INTRODUCTORY COMMENT
MTB Metals Corp. ("MTB" or the "Company") is a Canadian based mineral exploration company listed on the TSX Venture Exchange under the trading symbol "MTB" and on the OTCQB under the trading symbol of "MBYMF". The Company is a Canadian based mineral exploration company with extensive property holdings in the Stewart Camp in the very prolific Golden Triangle of British Columbia.
On June 27, 2025, the Company completed the sale of its interests in four of its exploration properties, the American Creek Property (consisting of Mountain Boy Property, Silver Crown Property, and Dorothy Property), Theia Property, BA Property and Red Cliff Property to Dolly Varden Silver Corporation ("Dolly Varden").
In return, the Company received 486,072 shares of Dolly Varden (the "Consideration Share") at a deemed price of $3.59 per Consideration Share and a net smelter royalty of 1.0% on all production from each of the Mountain Boy Property, the BA Property, the Theia Property, and the Silver Crown Property. Dolly Varden also assumed and stepped into MTB's obligations under MTB's option agreement to acquire the Dorothy Property and MTB's joint venture agreement with respect to the Red Cliff Property.
With the sale of the properties to Dolly Varden completed, MTB now has working interests in two projects (the Telegraph project and the Southmore project) and royalties on four projects, which collectively span 601 square kilometres (60,100 hectares) in the prolific Golden Triangle of Northern British Columbia.
The Company recognizes environmental, social and governance ("ESG") best practices as key components to responsible mineral exploration and development. The Company's exploration programs are conducted to meet or exceed environmental regulations, while respecting the communities and environments in which we operate. MTB strives to earn its social license with local and Indigenous communities by meeting with stakeholders, regulators, and other concerned parties before, and during, exploration work to understand traditional and cultural issues important to these communities. MTB's approach is based on transparency, open communication, inclusivity, and respect, to better enable social and economic benefit for communities as well as value for investors.
This MD&A is dated July 10, 2025 and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed interim financial statements and the related notes for the six months ended May 31, 2025 and the Company's
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
audited financial statements as at November 30, 2024 and the related notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS").
Additional information relevant to the Company and the Company's activities can be found on SEDAR+ at www.sedarplus.ca, and/or on the Company's website at www.mtb-metals.com.
All currency amounts are expressed in Canadian dollars unless otherwise noted.
MAJOR QUARTERLY OPERATING MILESTONES
Telegraph Project
On May 15, 2025, the Company announced that it will now focus on advancing its Telegraph porphyry copper-gold project (Figures 1 & 2). Earlier drilling has outlined a copper-gold mineralized porphyry system at the Dok zone spanning at least 3.3 km. Other large-scale porphyry targets have been identified on the 350 sq km Telegraph property, including Strata (5 km northeast of Dok) and Yeti (14 km southeast of Yeti). The Telegraph project is located in the same geological setting as four notable deposits in the northern part of the Golden Triangle, including the Red Chris mine, operated by Newmont.
Figure 1 – Location of MTB Metal's Telegraph and Southmore Projects and 4 neighboring world class projects including the Red Chris Porphyry Cu-Au mine in northwestern British Columbia.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Figure 2: Cross Section through drill hole DK-2023-001 and chargeability. The merged data is from 3 IP programs, conducted in 2012, 2022 and October of 2023 (after completion of the drilling). The data has not been formally leveled by a geophysicist and is for illustrative purposes only.
The Telegraph property, with potential for multiple large-scale porphyries, has attracted considerable interest from major mining companies. Geologists from majors have travelled to MTB's cores storage facility at Stewart to examine the drill core, with visits to the Telegraph property planned for this summer. For further details on Telegraph, see the news releases dated: November 6, 2023, December 12, 2023 and January 17, 2024.
During the quarter ended May 31, 2025 and subsequently, the Company has been actively negotiating with the optionor of the Telegraph (DOK) Property to extend the timing of the cash and share payments that were due on January 15, 2025. The Company also negotiated with the optionor of the Telegraph (DOKX-Yeti) Property to extend the timing of the cash and share payments.
Southmore Project
The Company will continue to advance the Southmore copper-gold project. Surface samples from Southmore include values of 20% copper and 35 g/t gold. The property hosts potential for a variety of deposit types, including skarn and porphyry. The Company anticipates securing a joint venture partner to fund further work at Southmore.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Corporate
On March 11, 2025, the Company received a binding notice from Canada Revenue Agency ("CRA") reassessing the Company's British Columbia Mining Exploration Tax Credits ("BCMETC") and resource-related deductions for the years ended November 30, 2020, 2021, 2022 and 2023, as well as the flow-through share renunciations in 2020, 2021, 2022 and 2023. Despite the Company providing evidence and detailed descriptions regarding the Company's position as to why the amounts are eligible for deductions, CRA denied all such amounts and on March 20, 2025, CRA issued the notice of reassessments noting that the Company owes $60,026 for BCMETC repayments, arrears interest and refund interest. The Company is also assessed for $12,647 Part XII.6 tax owed under the flow-through share program. The Company filed its appeal against CRA's notice of reassessments on April 28, 2025.
QUATERLY FINANCIAL CONDITION
Capital Resources
Subsequent to May 31, 2025, on June 6, 2025, the Company issued 250,000 common shares pursuant to the Dorothy property option payment prior to the sale of this property (as part of American Creek property) to Dolly Varden.
Subsequent to May 31, 2025, on June 12, 2025, 2,550,000 warrants expired unexercised.
The Company is aware of the current conditions in the financial markets and has planned accordingly. The Company's current treasury and the future cash flows from warrants and options, along with the planned developments within the Company as well as with its JV partners will allow its efforts to continue throughout 2025. If the market conditions prevail or improve, the Company will make adjustment to budgets accordingly.
Liquidity
As at May 31, 2025, the Company's working capital deficiency was $663,517 (November 30, 2024 - $291,046). With respect to working capital, $33,200 was held in cash (November 30, 2024 - $174,309). The decrease in cash of $141,109 was mainly due to $86,411 used in operating activities, $47,260 used in exploration and evaluation assets, $548 used in reclamation bonds, and $6,890 used in share issuance costs.
Operations
During the three months ended May 31, 2025, the Company reported a loss of $472,276 ($0.00 loss per share) (2024 – $162,588 ($0.00 loss per share)).
Excluding the non-cash share-based payments of $Nil (2024 - $70,062), the Company's general and administrative expenses amounted to $94,664 during the three months ended May 31, 2025 (2024 - $100,712), a decrease of $6,048 mainly due to the decreases in (a) marketing (from 2024's $19,500 to 2025's $Nil) and (b) shareholders' communications (from 2024's $18,313 to 2025's $5,384); while being offset by the increases in (c) legal fees (from 2024's
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
$783 to 2025's $15,381) as the Company had been negotiating the sale of its interests in four of its exploration properties and (d) management fees (from 2024's $20,700 to 2025's $44,100) as the Chief Executive Officer allocated less management fees to exploration costs during the three months ended May 31, 2025. The Company continues to monitor its use of cash and has been actively seeking ways to conserve cash.
The other major items for the three months ended May 31, 2025, compared with May 31, 2024 were:
- Fair value gain on marketable securities of $Nil (2024 – $17,025);
- Realized loss on marketable securities of $Nil (2024 - $10,015); and
- Write-down of exploration and evaluation assets of $377,902 (2024 - $Nil) pursuant to the sale of its four properties to Dolly Varden.
During the six months ended May 31, 2025, the Company reported a loss of $14,304,755 ($0.11 loss per share) (2024 – $384,809 ($0.00 loss per share)).
Excluding the non-cash share-based payments of $Nil (2024 - $143,146), the Company's general and administrative expenses amounted to $166,983 during the six months ended May 31, 2025 (2024 - $278,818), a decrease of $111,835 mainly due to the decreases in (a) consulting fees (from 2024's $61,572 to 2025's $686), (b) shareholders' communications (from 2024's $57,521 to 2025's $16,012), (c) marketing (from 2024's $26,000 to 2025's $Nil), and (d) accounting and audit fees (from 2024's $48,500 to 2025's $32,800); while being offset by the increases in (e) management fees (from 2024's $47,200 to 2025's $79,000) as the Chief Executive Officer allocated less management fees to exploration costs during the six months ended May 31, 2025 and (f) legal fees (from 2024's $4,100 to 2025's $15,595) as the Company had been negotiating the sale of its interests in four properties. The Company continues to monitor its use of cash and has been actively seeking ways to conserve cash.
The other major items for the six months ended May 31, 2025, compared with May 31, 2024 were:
- Fair value gain on marketable securities of $Nil (2024 - $102,530);
- Realized loss on marketable securities of $Nil (2024 - $67,515);
- Write-down of exploration and evaluation assets of $14,066,523 (2024 - $Nil) pursuant to the sale of its four properties to Dolly Varden; and
- Tax reassessments of $73,516 (see "Major Quarterly Operating Milestones – Corporate" section for discussion) (2024 - $Nil).
SIGNIFICANT RELATED PARTY TRANSACTIONS
During the quarter, there was no significant transaction between related parties.
COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES
As of the date of this MD&A, other than disclosed in this MD&A – Quarterly Highlights, the Company does not have any commitments, expected or unexpected, or uncertainties.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
RISK FACTORS
In our MD&A filed on SEDAR+ March 28, 2025 in connection with our annual financial statements (the "Annual MD&A"), we have set out our discussion of the risk factors Exploration risks, Market risks and Financing risk which we believe are the most significant risks faced by the Company. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company's undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.
DISCLOSURE OF OUTSTANDING SHARE DATA
The authorized share capital of the Company consists of an unlimited number of common shares without par value. The following is a summary of the Company's outstanding share data as at May 31, 2025:
| Issued and outstanding | ||
|---|---|---|
| May 31, 2025 | July 10, 2025 | |
| Common shares outstanding | 128,658,055 | 128,908,055 |
| Stock options | 5,225,000 | 5,225,000 |
| Vested RSUs pending share issuance | 500,000 | 500,000 |
| Warrants | 18,903,634 | 16,353,634 |
| Finder's warrants | 1,550,143 | 1,550,143 |
| Fully diluted common shares outstanding | 154,836,832 | 152,536,832 |
QUALIFIED PERSON
Mr. Andrew Wilkins, P.Geo, is a Qualified Person, as defined by National Instrument 43-101. Mr. Andrew Wilkins has reviewed the technical contents of this MD& A.
Cautionary Statements
This document contains "forward-looking statements" within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration results and plans, and our other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, our estimates of exploration investment, the scope of our exploration programs, and our expectations of ongoing administrative costs. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or
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Management's Discussion & Analysis
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our estimates or opinions change, except as required by law. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks. Readers are cautioned not to place undue reliance on forward-looking statements.
MTB Metals Corp.
Management's Discussion & Analysis
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