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MTB Metals Corp. Management Reports 2025
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MTB METALS
MTB METALS CORP.
(formerly known as Mountain Boy Minerals Ltd.)
(An Exploration Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED NOVEMBER 30, 2024
INTRODUCTION
This is Management's Discussion and Analysis ("MD&A") for MTB Metals Corp. (formerly Mountain Boy Minerals Ltd.) ("MTB" or the "Company") and has been prepared based on information known to management as of March 28, 2025. This MD&A is intended to help the reader understand the financial statements of MTB.
The following information should be read in conjunction with the audited financial statements as at November 30, 2024 and 2023 and the related notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS"). The MD&A provides a review of the performance of the Company for the year ended November 30, 2024. Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca, and/or on the Company's website at www.mtb-metals.com.
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls. Management also ensures that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable.
The Company's board of directors follows recommended corporate-governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management regularly to review the financial statements, including the MD&A, and to discuss other financial, operating and internal-control matters.
All currency amounts are expressed in Canadian dollars unless otherwise noted.
FORWARD LOOKING STATEMENTS
Certain sections of this MD&A provide, or may appear to provide, a forward-looking orientation with respect to the Company's activities and its future financial results. Consequently, certain statements contained in this MD&A constitute express or implied forward-looking statements. Terms including, but not limited to, "anticipate", "estimate", "believe" and "expect" may identify forward-looking statements. Forward-looking statements, while they are based on the current knowledge and assumptions of the Company's management, are subject to risks and uncertainties that could cause or contribute to the actual results being materially different than those expressed or implied. Readers are cautioned not to place undue reliance on any forward-looking statement that may be in this MD&A.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
The following forward-looking statements have been made in this MD&A:
- Impairment of long-lived assets;
- The progress, potential and uncertainties of the Company's mineral properties in British Columbia; and
- Expectations regarding the ability to raise capital and to continue its exploration and development plans on its properties.
ADDITIONAL INFORMATION
Financial statements, MD&A's and 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.
SUMMARY AND OUTLOOK
During the year ended November 30, 2024, the Company continued to manage its cash and corporate overhead activities carefully in order to provide capital to fund exploration in subsequent periods. Detailed Mineral Property information, including 2024 activity, can be found in Section 3.
Management's overall expectations for the Company are positive, owing in part to the following factors:
- On December 28, 2023, the Company completed a non-brokered private placement, issuing 3,000,000 flow-through units for gross proceeds of $300,000. On December 29, 2023, the Company completed the second tranche of a non-brokered private placement, by issuing 200,000 flow-through units for gross proceeds of $20,000.
- On January 12, 2024, the Company issued 200,000 common shares with a fair value of $10,000 to the optionors for the DOK property.
- On April 29, 2024, the Company issued 100,000 common shares with a fair value of $4,000 to the optionor for the DOKX-Yeti property.
- On July 4, 2024, the Company completed a non-brokered private placement, issuing 6,350,000 flow-through units for gross proceeds of $254,000. The Company also completed a non-brokered private placement, by issuing 2,250,000 non-flow-through units for gross proceeds of $90,000.
- On July 22, 2024, the Company issued 1,450,000 common shares pursuant to the 1,450,000 RSUs vested during the year.
- On July 24, 2024, the Company issued 1,000,000 common shares at a price of $0.04 per share to settle outstanding debt for $40,000.
- On August 14, 2024, the Company issued 750,000 common shares pursuant to the 750,000 RSUs vested during the year.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
TABLE OF CONTENTS
- Background ... 4
- Overview ... 5
2(a) Company Mission and Focus ... 5
2(b) Qualified Person ... 5
2(c) Description of Metal Markets ... 5
2(d) Use of the terms “Mineral Resources” and “Mineral Reserves” ... 5
2(e) Historical estimates are not NI 43-101 compliant ... 5 - Mineral Projects ... 6
3(a) Telegraph Project ... 6
3(b) American Creek Project ... 15
3(c) Red Cliff Property ... 17
3(d) Barbara (BA) Project ... 18
3(e) Theia Property ... 20
3(f) Southmore Project ... 21
3(g) Manuel Creek Property ... 21
3(h) West George Copper Property ... 22 - Risks and Uncertainties ... 24
- Impairment of Long-lived Assets ... 25
- Material Financial and Operations Information ... 25
6(a) Selected Annual Financial Information ... 25
6(b) Summary of Quarterly Results ... 26
6(c) Review of Operations and Financial Results ... 26
6(d) Liquidity and Capital Resources ... 27
6(e) Disclosure of Outstanding Share Data ... 28
6(f) Commitment and Contingency ... 31
6(g) Off-Balance Sheet Arrangements ... 31
6(h) Transactions with Related Parties ... 32
6(i) Financial Instruments ... 34
6(j) Management of Capital Risk ... 35 - Subsequent Events ... 35
- Policies and Controls ... 35
- Information on the Board of Directors and Management ... 38
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
1. Background
The Company is a publicly listed company incorporated on April 26, 1999 with limited liability under the legislation of the Province of British Columbia.
MTB has six active projects spanning 580 square kilometres in the prolific Golden Triangle of northern British Columbia. With the focus on the Telegraph project, discussions are now underway leading to joint ventures and/or spinouts of other projects.
-
Telegraph is located in the vicinity of 4 world-class porphyry deposits being advanced by major mining companies: Galore (Teck / Newmont), Schaft (Teck), Saddle (Newmont) and the operating Red Chris copper-gold mine (Newmont / Imperial Metals). Field work, including drilling, by MTB on its 344 square kilometre property, together with earlier results, provides compelling evidence for the presence of one or more porphyries, similar to the others in the area.
-
The American Creek project is centered on the historic Mountain Boy silver mine. The project is road accessible and 20 km from the deep-water port of Stewart. There are multiple silver, gold and copper occurrences on the property, including a 2006 drill hole that encountered 5 kgs of silver over 5 metres.
-
Red Cliff is a past producing gold and copper mine in which the Company holds a 35% interest. Recent drill results include 2 meters of 26 g/t gold.
-
On the BA property, 182 drill holes have outlined a substantial zone of silver-lead-zinc mineralization located 4 km from the highway. Several targets with high-grade silver potential remain to be tested. Drilling in October on the George Copper zone encountered copper mineralization, with assays pending.
-
On the Theia project, work by MTB and previous explorers has outlined a silver bearing mineralized trend 500 metres long, highlighted by a 2020 grab sample that returned 39 kg per tonne silver (1,100 ounces per ton). Two other zones on the property produced copper values over 5%.
-
Southmore is in the midst of some of the largest deposits in the Golden Triangle. It was explored in the 1980s through the early 1990s and was overlooked until MTB consolidated the property and carried out airborne geophysics and field work which confirmed several zones of gold and copper, with values up to 20% copper and 35 g/t gold.
The Company's head office is 410-325 Howe Street, Vancouver, BC V6C 1Z7. The Company's common shares are traded on the TSX Venture Exchange ("TSX-V") under the symbol "MTB" and on the OTCQB under the symbol "MBYMF".
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
2. Overview
2(a) Company Mission and Focus
The Company is focused on exploring and developing economic mineral projects in the province of British Columbia.
2(b) Qualified Person
Mr. Andrew Wilkins, P.Geo, is a Qualified Person, as defined by National Instrument 43-101. Mr. Wilkins has reviewed the technical contents of this MD&A.
2(c) Description of Metal Markets
Market interest for all metals such as gold and copper is volatile and the Company will monitor its resources relative to its opportunities during the coming fiscal year.
2(d) Use of the terms “Mineral Resources” and “Mineral Reserves”
The reader is referred to the document entitled “CIM DEFINITION STANDARDS - For Mineral Resources and Mineral Reserves”, published by the Canadian Institute of Mining, Metallurgy and Petroleum at: https://mrmr.cim.org/media/1092/cim_definition_standards_20142.pdf.
Any reference in this MD&A to Mineral Resources does not mean Mineral Reserve.
A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.
2(e) Historical estimates are not NI 43-101 compliant
The historical estimates contained in this MD&A have not been calculated in accordance with the mineral resources or mineral reserves classifications contained in the CIM Definition Standards on Mineral Resources and Mineral Reserves (op. cit.), as required by National Instrument 43-101 ("NI 43-101"). Accordingly, the Company is not treating these historical estimates as current mineral resources or mineral reserves as defined in NI 43-101, and such historical estimates should not be relied upon. To date, no qualified person has done sufficient work to classify the historical estimates as current mineral resources or mineral reserves.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
3. Mineral Projects
MTB is engaged in the exploration and evaluation of a portfolio of mineral properties located in the prolific Golden Triangle of north-western British Columbia.
The six projects in the Golden Triangle are: (a) Telegraph; (b) American Creek; (c) Red Cliff; (d) BA; (e) Theia and (f) Southmore. The Manuel Creek project located in the Osoyoos mining district was sold in return for cash and a production royalty.
3(a) Telegraph Project
The Telegraph Property consists of 77 contiguous mineral claims totaling 37,918 hectares. The property was consolidated by the Company by signing two option agreements, staking open ground and a cash purchase. It is located in the vicinity of several large porphyry deposits including Galore Creek (Teck - Newmont), Schaft Creek (Teck - Copper Fox), Saddle and Saddle North (Newmont) and the operating Red Chris copper-gold mine (Newcrest - Imperial Metals). Access to the property is via helicopter or fixed wing plane to an airstrip on the eastern part of the claim block. The Stikine River, 3 km to the west of the property, is navigable from the ocean port of Wrangell, Alaska. The Barrington Road, from Telegraph Creek, comes to within 15 km of the northern part of the claims.
MTB currently has a 100% interest in 26,602 hectares, an option to acquire a 100% interest in 2,972 hectares from Carl Von Einsiedel and a second option to acquire a 60% interest in 8,345 hectares from ExGen Resources Inc.
The status of the two option agreements is as follows.
On April 30, 2021, the Company entered into an option agreement to earn 60% interest in the Telegraph (DOK) Property. To earn the 60% interest, over a five-year period the Company is to pay a total of $230,000 to the optionor, issue 1,500,000 common shares as purchase consideration to the optionor and incur a cumulative $2,500,000 exploration work. The underlying owners of the property have a 3% NSR with the optionor having the right to purchase 2% of the NSR for $2 million.
| Cash | Shares | Cumulative Exploration Work Commitments | ||||
|---|---|---|---|---|---|---|
| 5 days from signing agreement | $ 10,000 | Paid | $ | - | ||
| Upon the TSXV approval | - | 100,000 | Issued | $ | - | |
| January 15, 2022 | 20,000 | Paid | 200,000 | Issued | $ | 150,000 |
| January 15, 2023 | 20,000 | Paid | 200,000 | Issued | $ | 650,000 |
| January 15, 2024 | 50,000 | Paid | 200,000 | Issued | $ | 1,150,000 |
| January 15, 2025 | 60,000 | (a) | 200,000 | (a) | $ | 1,750,000 |
| January 15, 2026 | 70,000 | 600,000 | $ | 2,500,000 | ||
| TOTAL | $ 230,000 | 1,500,000 |
(a) Subsequent to November 30, 2024, the Company is negotiating with the optionor to extend the timing of the cash and share payments.
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
On April 30, 2021, the Company entered into an option agreement to earn 100% interest in the Telegraph (DOKX-Yeti) Property. To earn the 100% interest, over a four-year period the Company is to pay a total of $150,000 to the optionor, issue 500,000 common shares as purchase consideration to the optionor and incur a cumulative $500,000 exploration work. The underlying owner of the property has a 1% NSR and the optionor has a 0.1% NSR. The Company has the right to buy back 0.5% NSR from the underlying owner for $500,000 if cumulative $500,000 exploration work has been met.
| Cash | Shares | Cumulative Exploration Work Commitments | ||||
|---|---|---|---|---|---|---|
| 2 days from signing agreement | $ | 5,000 | Paid | $ | - | |
| 45 days from signing agreement | 5,000 | Paid | 50,000 | Issued | $ | |
| April 30, 2022 | 20,000 | Paid | 100,000 | Issued | $ 50,000 | |
| April 30, 2023 | 25,000 | Paid | 100,000 | Issued | $ 150,000 | |
| April 30, 2024 | 25,000 | (a) | 100,000 | Issued | $ 300,000 | |
| April 30, 2025 | 70,000 | 150,000 | $ 500,000 | |||
| TOTAL | $ | 150,000 | 500,000 |
(a) The cash payment due on April 30, 2024 has been deferred until April 30, 2025 in exchange for an addition cash payment of $5,000.
On January 18, 2022, the Company acquired 100% interest in two additional tenures in the Telegraph Property from a vendor for $4,000.
Summary of Historic Exploration on the Telegraph Project
Mining exploration in the area first started in the 1970's, which identified numerous copper showings. In the Dokdaon Creek area, trenching and soil geochemistry was conducted over what is now referred to as the Dok copper showing. This program resulted in 0.66% copper over 38 metres and 0.32% copper over 23 metres as well as copper in soil anomaly extending for 1.7 kilometres. A small drill program occurred at this time however no results were ever published.
With the discovery and development of the Snip and Eskay Creek gold and silver deposits to the south, exploration resumed in the 1990's. That work resulted in the discovery of several additional mineral occurrences on the property including the Yeti copper-gold showings. In total, multiple entities have conducted sporadic exploration work over the past five decades on the property now held by MTB Metals. This includes geological mapping, prospecting, soil, stream sediment and rock geochemistry, an airborne geophysical and radiometric survey, as well as two drill holes on the Dok copper target. The British Columbia Ministry of Energy, Mines and Petroleum Resources database lists 39 Minfile occurrences on the property including seven prospects referred to as the Dok, Dok 35, Yeti, Blizzard, Steep Creek, Canyon 24, and Apex.
MTB Metals Exploration on the Telegraph Project
MTB Metals began exploration of the Telegraph Project during the field season of 2021. The objective of the 2021 field program was to ground truth and re-visit several of the historic showings, evaluate the 2014 drill core from the Dok zone and explore new parts of the property
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
that had either promising historic stream sediment geochemistry or were on strike and trend with known areas of mineralization. Pacific Geomatics was contracted to obtain satellite imagery of the property which was used as a base for field mapping and orientation. The findings from the 2021 field work further confirmed the potential for large copper-gold porphyry systems on the property and outlined new prospective areas for future exploration.
On December 12, 2023, the Company reported assays from the first hole of the inaugural drill program at the Telegraph Project. The grade and thickness in this hole are comparable to those found in active mines in the province.
Hole DK2023-01 intersected 107 metres of 0.38% CuEq (see Table 1 for details). Another 6-meter interval carries 1.07% CuEq. Those intersections are within 436 metres of mineralization averaging 0.21% CuEq. Hole 1 is on the margin of a prominent IP chargeability zone that appears to be dipping away from the drill hole trace as detailed and illustrated in Figure 1.
Work in 2023 was focused on the Dok Trend, one of several copper-gold mineralized areas on the 344 square kilometre property. Four holes were drilled in 2023, for a total of 2,142 metres. The holes were drilled on three separate targets along 3.3 kilometres of the Dok Trend (See Figure 2).
Hole 3, collared 700 meters to the southeast of Hole 1, appears to be in the same target zone. Hole 2 and Hole 4 tested two separate targets. Results for those three holes are pending.
Table 1 - Assay results for drill hole DOK2023-01
| Drill Hole | From | To | Width | Cu (%) | Au (gpt) | Ag (gpt) | Mo (ppm) | Cu Eq (%) | |
|---|---|---|---|---|---|---|---|---|---|
| DOK2023-01 | 15.7 | 452.1 | 436.35 | metres of | 0.13 | 0.09 | 0.94 | 10.97 | 0.21 |
| DOK2023-01 | 15.7 | 51.05 | 35.35 | metres of | 0.21 | 0.12 | 1.09 | 4.78 | 0.32 |
| DOK2023-01 | 73.85 | 207.7 | 133.85 | metres of | 0.23 | 0.11 | 1.58 | 20.63 | 0.34 |
| including | 73.85 | 180.7 | 106.85 | metres of | 0.26 | 0.11 | 1.79 | 24.67 | 0.38 |
| including | 96.7 | 127.4 | 30.65 | metres of | 0.36 | 0.11 | 2.44 | 36.93 | 0.49 |
| including | 158.5 | 180.7 | 22.2 | metres of | 0.31 | 0.21 | 2.23 | 7.96 | 0.51 |
| DOK2023-01 | 312.7 | 324.7 | 12 | metres of | 0.14 | 0.28 | 0.74 | 7.69 | 0.36 |
| DOK2023-01 | 411.7 | 417.7 | 6 | metres of | 0.11 | 1.11 | 4.54 | 98.05 | 1.07 |
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
Figure 1 - Cartoon Cross Section through drill holes DK-2023-001 (right) and DK-2014-001 (left) and chargeability. The merged data is from 3 programs, conducted in 2012, 2022 and October of 2023. It has not been leveled by a geophysicist and is for illustrative purposes only.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Figure 2 - Drill Hole Locations including 2014 and 2023 collars.
On January 17, 2024, the Company reported assays from assays from drill holes DOK2023-02 and DOK2023-03. These holes partially define an area of interest for 2024 drilling.
The third hole from the 2023 program successfully expanded the strike-length and width of mineralization along the Dok Trend. The hole cut several copper-gold intercepts including 21 meters of 0.68% Cu Eq and 8.6 meters of 0.57% Cu Eq. (Table 2)
DOK2023-03 targeted a moderate IP chargeability anomaly, underneath an outcrop which returned high-grade grab samples including 3.22% copper with 4.62 g/t gold. The hole was placed along the most easterly line from the 2012 IP program and the 2023 3DIP data had not been collected. Table 2 highlights the significant assays from the hole.
This hole encountered sedimentary-volcanic Stuhini host rocks, post mineral rhyolitic dykes and several variably mineralized monzonite dykes. Potassium feldspar and secondary biotite alteration is noted in several phases of the monzonite dykes. Of note are the five monzonite dykes up to 1 metre wide encountered between 230.9 and 237.7 metres. Clots of secondary
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
coarse biotite and potassium feldspar is clearly recognizable and assays of up to 3.14 % occur within the dyke. The section hosting the dykes assayed 0.57% Cu Eq over 8.6 metres (Figures 3, 4, and 5).
Table 2 – Highlighted assay results from drill hole DOK2023-03
| Drill Hole | From | To | Width | Cu (%) | Au (gpt) | Ag (gpt) | Mo (ppm) | Cu Eq (%) | |
|---|---|---|---|---|---|---|---|---|---|
| DOK2023-03 | 5.0 | 26.0 | 21.0 | metres of | 0.23 | 0.16 | 35.30 | 5.25 | 0.67 |
| including | 11.0 | 14.0 | 3.0 | metres of | 0.22 | 0.148 | 229.00 | 7.1 | 2.37 |
| DOK2023-03 | 192.9 | 196.2 | 3.3 | metres of | 0.18 | 0.05 | 1.64 | 1.95 | 0.23 |
| including | 192.9 | 193.5 | 0.7 | metres of | 0.41 | 0.077 | 5.35 | 2.7 | 0.52 |
| DOK2023-03 | 229.1 | 237.7 | 8.6 | metres of | 0.46 | 0.06 | 6.99 | 7.17 | 0.57 |
| including | 232.7 | 237.7 | 5.0 | metres of | 0.70 | 0.09 | 11.2 | 4.36 | 0.87 |
| including | 232.7 | 233.6 | 0.9 | metres of | 1.60 | 0.23 | 13.3 | 6.11 | 1.90 |
| including | 233.3 | 233.6 | 0.3 | metres of | 3.14 | 0.05 | 27.4 | 9.21 | 3.42 |
| DOK2023-03 | 279.8 | 299.0 | 19.3 | metres of | 0.15 | 0.08 | 1.15 | 5.24 | 0.22 |
| DOK2023-03 | 533.4 | 534.3 | 0.9 | metres of | 0.58 | 0.234 | 2.86 | 3.8 | 0.79 |
Figure 3 - DK2023-03 from 229.1 to 237.7 meters yielding 8.6 meters of 0.57 Cu Eq (%).
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
DOK2023-02 (Figure 4 and 6) tested the Red Creek zone, 3 km southeast of DOK2023-01 and was the first hole drilled in that area. The hole encountered low grade copper and gold mineralization from surface to 500 meters and zones of up to 30% disseminated and semi-massive pyrite mineralization. DOK2023-02 is surmised to be within the peripheral zone of a magmatic hydrothermal porphyry system, based on both vertical and lateral distribution of porphyry related trace elements; significant sericite, silica, and chlorite alteration; and multi-percent pyrite.
DOK2023-02 demonstrates that the magmatic hydrothermal footprint at Telegraph extends for several kilometers and that the Dok and Red Creek areas have the potential to host several porphyries. The drill hole mainly intersected the sedimentary-volcanic host rocks and did not intersect any fertile intrusive units, which are an important contributor to increased copper values.
Moving forward, MTB is working with the Mineral Deposit Research Unit at the University of British Columbia (MDRU) to characterize the many porphyritic intrusive phases encountered in drilling and on surface with the objective of identifying the more fertile phases of intrusions and develop a better understanding of the geology overall.
MTB contracted Dias Geophysical to conduct a 16 line-km 3D Induced Polarization ("3DIP") ground geophysical survey which links the previously completed 2022 3DIP and the 2012 IP surveys. The three surveys are currently being integrated. Initial interpretations show a significant northwest-southeast trending chargeability anomaly (Figure 4 and 7). This anomaly is interpreted to map out the extent of the Dok Ridge sulphide-bearing hydrothermal system which extends at least 5 km. These systems host or have significant potential to host porphyry copper-gold mineralization. DK2023-01 and DK2023-03 are at the northwest end of the chargeability anomaly. The trace of the chargeability anomaly shown in figure 4 suggests the extent of untested prospective ground. Initial 2024 plans include further soil sampling along the north facing slope of Dok Ridge where several large IP chargeability anomalies occur, in particular those that overly mapped structures. Additional future work would include drilling of selected targets (Figure 7).
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
Figure 4 - Plan view of chargeability merged from the 2014, 2022 and 2023 IP surveys. The merged data has not been leveled by a geophysicist and is for illustrative purposes only. Cross sections B-B', and C-C' in figures 5 and 6, respectively.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Figure 5: Cartoon Cross Section through drill hole DK-2023-003 and chargeability. The merged data is from 3 programs, conducted in 2012, 2022 and October of 2023. It has not been leveled by a geophysicist and is for illustrative purposes only.
Figure 6: Cartoon Cross Section through drill hole DK-2023-002 and chargeability. The merged data is from 3 programs, conducted in 2012, 2022 and October of 2023. It has not been leveled by a geophysicist and is for illustrative purposes only.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Figure 7: Long section through 2023 drilling with merged IP data plotted sub-surface, darker pinks representing higher chargeability.
On April 26, 2024, the Company provided an update on the Telegraph project.
On-going evaluation of the compiled data continues to support the hypothesis that the project is host to several potential porphyry copper-gold targets that are worthy of follow-up. MTB's initial drill hole into the Dok target yielded an interval that included 107 metres of 0.38 per cent copper equivalent within 436 metres of intersected mineralization.
The current interpretation of the two drill holes drilled in 2014 are that they intersected the footwall of mineralization, leaving upside exploration potential of over 800 metres along the Dok trend. This, in combination with a better understanding of the mineralization, breccias, and intrusive units along the Dok trend, will help refine vectoring for future work.
Beyond the Dok trend, the Telegraph property hosts two other porphyry targets, a skarn zone, a nickel-cobalt bearing ultramafic intrusion and a potential gold-silver epithermal zone. An important objective in the present work, and for the near-term plans, is gaining a better understanding of the geological setting that produced the mineralization that is evident throughout this 344 square kilometer property.
3(b) American Creek Project
The 2,602-hectare American Creek Project collectively consists of three properties, the MB-Silver, Dorothy and Silver Crown properties. It is located 22 kilometres north of the town and deep-water port of Stewart, B.C. and is a part of the Stewart camp in British Columbia's Golden Triangle.
MB-Silver Property; the Company owns a 100% interest in the 649-hectare MB Silver property.
Dorothy Property; on March 1, 2019, the Company entered into an option agreement to acquire a 100% interest in the Dorothy property. The 587-hectare property is contiguous with the Company's MB Silver property located to the south.
Pursuant to the terms of the agreement, the following share issuances and payments are required:
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
| Cash | Shares | Cumulative Exploration Work Commitments | ||||
|---|---|---|---|---|---|---|
| 5 days from TSXV approval | $ | 5,000 | Paid | 100,000 | Issued | $ - |
| March 1, 2020 | 15,000 | Paid | 100,000 | Issued | $ 50,000 Met | |
| March 1, 2021 | 25,000 | Paid | 150,000 | Issued | $ 125,000 Met | |
| March 1, 2022 | 25,000 | Paid | 200,000 | Issued | $ 200,000 Met | |
| March 1, 2023 (1) | 50,000 | 250,000 | $ 500,000 Met | |||
| TOTAL | $ | 120,000 | 800,000 |
(1) The Company and the optionors are currently working on ensuring the claims are in the proper names before making the cash and share payments.
On exercise of the option, the Dorothy property will be subject to a 2.5% NSR, 0.5% of which can be purchased for $1,000,000 by the Company until 90 days after the start of commercial production.
Silver Crown Property; on March 17, 2019, the Company entered into an option agreement to acquire a 100% interest in a portion of the Silver Crown property covering 1,366 hectares. Under the agreement with Scottie Resources Corp. (formerly AUX Resource Corporation) ("Scottie"), the Company participated in an underlying option agreement, by which the two companies divide the property based on the relative areas, each taking portions adjacent to existing projects, with Scottie being responsible for 15% of the payments to the underlying owners and the Company being responsible for 85% of the payments. The Silver Crown option property is contiguous with the MB Silver and Dorothy projects located to the east.
Scottie and the Company, at the time the agreement was entered into, had one director in common with the decision on this agreement determined by the other directors. The underlying Scottie option of the Silver Crown property is an arm's-length transaction.
In March 2021, the Company completed the acquisition of a 100% interest in a portion of the Silver Crown property by reimbursing Scottie its 85% of the required $120,000 cash payments and 500,000 common shares to the underlying owners. The underlying owners retain a 2% net smelter return royalty, of which one-half can be purchased for $1 million until 90 days after the start of commercial production, with an advance royalty commencing in 2026.
Current Exploration
Management is encouraged by the continuing progress of Ascot Resources' restart of the historic Premier mine, located just west of the Company's American Creek Property. On April 22, 2024, Ascot Resources announced the first gold pour as a part of the commissioning process at the Premier gold mine.
This announcement on the neighbouring property should continue to add investor interest to our American Creek project. Work on our project demonstrates that it has a similar geological
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
setting to the Premier camp. The property is centered on the historic MTB silver mine and encompasses several other past-producing mines and prospects.
3(c) Red Cliff Property
The Red Cliff property is a former producing copper and gold property located 20 kilometres north of Stewart, B.C. It consists of 8 Crown granted mineral claims. The Company owned a 100% interest in the Red Cliff property. The Red Cliff property was subject to a 2% net smelter return royalty of which the Company may purchase 1% for $1,000,000. On January 18, 2022, the Company exercised its right of first refusal and acquired the 1.0% NSR for $375,300.
On November 19, 2008, the Company entered into an option agreement with Decade Resources Ltd. ("Decade"), a company with a former director in common with the Company to option Decade a 60% interest in the Red Cliff claims by incurring $1,250,000 in exploration expenditures on the Red Cliff Claims. Decade became the operator of the property..
On October 31, 2011, the Company informed Decade that the Company could not finance its share of exploration expenditures and therefore would have its interest diluted under the terms of the joint venture agreement. As of October 31, 2011, the Company owed Decade $435,785 in exploration expenditures related to its 40% interest in the Red Cliff property. Effective November 1, 2011, the Company agreed to dilute its interest by 5% in lieu of the $435,785 thereby reducing its interest to 35%.
On October 23, 2017, Decade and the Company purchased a 1% NSR in the Red Cliff claims whereby the Company paid $3,500 in cash and issued 34,286 common shares for the Company's 35% interest in the NSR.
On December 5, 2023, the Company reported results from the second phase of drilling on the Red Cliff property.
The 2023 program was designed to test the northern extension of the Montrose Zone as well as define near surface high grade gold-copper for a potential 10,000 tonne bulk test in the Upper Montrose area. Drilling results for phase 2 are shown below.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Table 1 - Results, Phase 2
| DDH No. | From (m) | To (m) | Width (m) | Gold g/t | Copper % | Zinc % |
|---|---|---|---|---|---|---|
| MON-2023-12 | 38.40 | 40.00 | 1.60 | 3.910 | 0.590 | 0.180 |
| and | 41.95 | 42.95 | 1.50 | 1.205 | 0.069 | 0.244 |
| MON-2023-13 | 28.71 | 40.00 | 1.29 | 2.160 | 0.018 | 1.380 |
| and | 44.81 | 50.90 | 6.09 | 2.030 | 0.021 | 0.614 |
| and | 55.00 | 56.99 | 1.99 | 1.140 | 0.069 | 0.070 |
| MON-2023-14 | 47.85 | 50.90 | 4.55 | 1.820 | 0.058 | 0.240 |
| and | 56.99 | 57.50 | 0.51 | 3.080 | 0.180 | 0.636 |
| and | 63.09 | 66.06 | 2.97 | 2.770 | 0.200 | 0.244 |
| MON-2023-15 | 60.04 | 61.50 | 1.46 | 1.540 | 0.160 | 0.100 |
| and | 66.14 | 67.64 | 1.50 | 1.795 | 0.040 | 0.146 |
| and | 70.49 | 71.47 | 0.98 | 9.300 | 0.020 | 0.286 |
| and | 77.38 | 78.33 | 0.95 | 1.090 | 0.116 | 0.824 |
| and | 80.33 | 84.00 | 3.67 | 3.940 | 0.530 | 0.220 |
| and | 90.52 | 92.02 | 1.50 | 4.280 | 0.180 | 0.590 |
| MON-2023-16 | 42.00 | 48.00 | 6.00 | 2.900 | 0.100 | 0.610 |
| MON-2023-17 | 51.00 | 57.00 | 6.00 | 3.080 | 0.115 | 0.610 |
| MON-2023-18 | 53.95 | 56.99 | 3.04 | 1.475 | 0.010 | 0.050 |
On April 26, 2024, the Company provided an update on the Red Cliff project. Drilling in year 2023 on Red Cliff encountered 26 gram per tonne gold over 2 meters. Further drilling has the potential to extend the gold zone beyond the area drilled to date.
The Red Cliff and American Creek Projects are located 8 km northeast of the Ascot Resources' Premier mine. Ascot announced on April 22, 2024, that it had poured its first gold at Premier as part of the mine's commissioning process. On September 6, 2024, Ascot announced a temporary suspension in operations while it conducts further underground development.
As of November 30, 2024, the Company had a balance payable to Decade of $31,975 for joint venture exploration costs on Red Cliff which was included in due to joint venture partner.
During the year ended November 30, 2024, the Company incurred $1,723 (2023: $162,370) in joint venture exploration costs to Decade on the Red Cliff property.
3(d) Barbara (BA) Project
The 10,658-hectare BA Project is located 20 kilometres north-east of the town and deep-water port of Stewart, B.C. and is a part of the Stewart camp in British Columbia's Golden Triangle. Highway 37A and a power line runs through the northern portion of the property.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
By an agreement dated September 21, 2006, the Company acquired a 50% interest in the BA property which at the time consisted of 10 mineral claims situated in the Skeena Mining Division of British Columbia. The Company was required to complete an 800-metre drill program on the property (completed). The property is subject to a 2% net smelter return royalty to a former director of the Company of which 1% may be purchased for $500,000. During the year ended November 30, 2007, the Company acquired the remaining 50% interest in the property.
On January 28, 2010, the Company entered into an option and joint venture agreement with Great Bear Resources Ltd. ("Great Bear") which granted Great Bear the option to acquire up to a 70% interest in the Barbara, Stro, Booze and George Copper properties ("BA Properties"). On April 1, 2010, the Company received TSX-V approval for the agreement and issued 120,000 common shares valued at $1.00 per share as a finder's fee with respect to this transaction. The agreement gave Great Bear the option to earn an initial 50% interest in the BA Properties by paying $158,000 (paid) and incurring $5,500,000 in exploration expenditures on or before December 31, 2013 (incurred).
The option and joint venture agreement was amended on October 25, 2010, such that Great Bear could earn an additional 20% interest by completing a bankable feasibility study on or before December 31, 2015. Great Bear did not complete a bankable feasibility study by December 31, 2015 and therefore did not execute their option to acquire an additional 20% interest in the properties. In consideration of the amendment, Great Bear included the Surprise Creek Property under the terms of the agreement and the acquisition costs for the Surprise Creek Property were borne entirely by Great Bear, and were applied against the earn-in requirement towards the Barbara Property. The Surprise Creek Property consists of 19 mineral claims situated in the Skeena Mining Division of British Columbia.
On October 18, 2016, the Company and Great Bear amended their agreement and entered into separate joint venture agreements for the BA and Surprise Creek properties. The joint venture agreements set Great Bear as the operator of the BA property and set the Company as the operator of the Surprise Creek property. Both the Company and Great Bear retain a 50% ownership interest in the Surprise Creek and BA properties.
On June 1, 2017, the Company and Great Bear entered into an additional option agreement in which the Company was granted the option to acquire Great Bear's 50% interest in the BA and Surprise Creek properties by issuing a total of 2,000,000 common shares and paying $1,300,000 to Great Bear in stages between the date of TSX-V acceptance of the agreement and August 20, 2020 as follows:
- On signing, Great Bear will receive 500,000 shares (issued)
- $150,000 by August 20, 2017 (paid);
- $150,000 by November 20, 2017 (paid);
- 500,000 shares by April 15, 2018 (issued) and $300,000 by August 20, 2018 (deferred to March 20, 2019 by issuing 120,000 shares; the Company transferred 323,000 common shares of Ascot to Great Bear in lieu of making the $300,000 cash payment);
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
- 500,000 shares by April 15, 2019 (issued) and $350,000 by August 20, 2019 (the Company transferred 425,000 common shares of Ascot to Great Bear in lieu of making the $350,000 cash payment);
- 500,000 shares by April 15, 2020 (issued) and $350,000 by August 20, 2020 (the Company issued 620,000 common shares to Great Bear in lieu of making the $350,000 cash payment).
In addition, the Company will make cash payments to Great Bear on achieving certain milestones toward establishing an economic resource, which could amount to as much as $3,700,000 were both properties to go into production.
With the final issuance of the 620,000 common shares in lieu of the $350,000 payment in August 2020, the Company has no further obligations to Great Bear other than the payments related to reaching certain milestones (including completing a resource estimate, completing a prefeasibility study and the commencement of mine development).
The BA Project collectively consists of several historic mineralized zones including the Red Top, George Gold-Copper, Grand View, Superior and MG zones. More recently, exploration in the high country to the south led to the discovery of the Barbara, BOD, Nelson and Sarah zones.
On April 26, 2024, the Company provided an update on the BA project. The higher silver price has led to a fresh look at the BA project. Drilling by MTB and a previous joint venture partner outlined a substantial zone of silver-zinc-lead mineralization in a VMS setting. Several other VMS occurrences along a 20 km trend await drill testing, with surface samples showing silver values up to a kg/tonne.
3(e) Theia Property
The 9,059-hectare Theia Project is located 30 km east-southeast of Stewart, BC and 35 km north of the historic mining towns of Kitsault and Alice Arm; approximately 25 kilometres west of highway 37 and the Northwest high-voltage transmission line; logging roads within 10 km of the eastern boundary of the claims; the proposed Homestake Ridge Road 12 km to the west.
The property has seen several limited exploration programs that were targeting many different areas of interest. Seven documented Minfile occurrences (103P 298; 103P 299; 103P 300; 103P 324; 103P 269; 103P 230; 103P 323) occur on the claims.
On December 22, 2020, the Company announced the acquisition, through staking and purchase of another highly prospective property in the Golden Triangle – the Theia property. The Company paid $10,000 and 50,000 shares for the Rouge claim, with an NSR of 1.5% retained by the seller. This NSR may be purchased at any time for $1,500,000. The Razzle/Dazzle group was purchased for $12,500. All tenures are now held 100% by the Company.
On April 26, 2024, the Company provided an update on the Theia project. TB's Theia project is the vicinity of Dolly Varden's Kitsault Valley Project and Goliath Resources' Golden Triangle Projects.
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
Dolly Varden, announced on April 23, 2024, exploration plans for their project that included an initial 25,000 metres of diamond drilling. The drill program will be split approximately 50/50 between the Dolly Varden property and the Homestake Ridge property". MTB's Theia project is immediately adjacent to the Homestake Ridge property.
Goliath Resources announced on March 4, 2024, and April 15, 2024, updates for their Golddigger property, including plans for further drilling. Their Surebet discovery is 18 km south of the Theia property, and their new Cambria claims are adjacent to Theia.
The Theia project, although at an earlier stage than the neighbouring projects, is in a similar geological setting and offers considerable exploration potential.
3(f) Southmore Project
The 5,038-hectare Southmore Project is located in the "Golden Triangle" within the Skeena Mining Division of British Columbia; 40 km northwest of the historic Eskay Creek Mine, 7 kilometres south of the completed Galore Creek access road and 30 kilometres west of highway 37 and the Northwest high-voltage transmission line.
On August 23, 2019, the Company acquired 100% interest in this property through staking and a purchase agreement with a third party by issuing 160,000 common shares of the Company.
On April 26, 2024, the Company announced that its Southmore project is benefiting from the increasing interest in large-scale porphyry copper-gold targets in the Golden Triangle. Exploration by the Company and previous operators has shown evidence of porphyry as well as skarn, VMS and epithermal-style mineralization. Southmore project is located 5 km from the Galore Creek access road and just 8 km from the proposed Galore Creek process plant site. The Southmore project is permitted and drill ready.
3(g) Manuel Creek Property
The Manuel Creek Property consists of 42 mineral tenures (2,625 acres) overlaying the Manuel Creek zeolites zones. The Manuel Creek zeolite property is located in the headwater area of Manuel Creek between 1160 and 1360 metres elevation, centred 7 kilometres northeast of Keremeos. Access to the property is 10 kilometres south of the Twin Lakes turnoff from Highway 3A via the Twin Lakes and Grand Oro roads. A power transmission line runs through the property.
On December 9, 2016, the Company acquired a 100% interest in the Manuel Creek zeolite property located northeast of Keremeos, British Columbia for $15,000.
In April 2018, the Company acquired two claims covering the Manuel Creek zeolite property for $3,500.
On March 5, 2020, the Company signed an agreement to sell its interest in the Manuel Creek property for $30,000. As of November 30, 2020, the Company received $15,000 from this purchaser and has transferred the title to the purchaser while retaining a 3% net smelter royalty
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
("NSR"). The purchaser may purchase 2% NSR with each 1% of the NSR for an additional $100,000. The remaining $15,000 payment from the purchaser is due upon the purchaser obtaining a work permit on the property. During the year ended November 30, 2023, the Company recognized a gain on sale of exploration and evaluation assets of $5,322.
3(h) West George Copper Property
The West George Copper Property consists of 288 hectares adjacent to the Company's 100% owned George Copper property. The project has a silica cap over highly sericite altered andesitic rocks containing sulphide-bearing quartz stockworks. High copper values with two to three grams per tonne gold have been obtained on the talus slopes below the silica cap.
On August 30, 2017, the Company entered into an option agreement with Scottie whereby the Company can earn a 60% interest in West George Copper property as follows:
- On signing, Scottie received $700,000 in portable assessment credits;
- $10,000 cash (paid) and $30,000 of work expenditures before the second anniversary (amended and extended to August 30, 2020 - met);
- $20,000 cash (paid) and $50,000 (met) of work expenditures before the third anniversary;
The Company has earned a 60% interest in the George Copper West property, with Scottie holding a 40% interest, carried through exploration, and a 2% royalty which is subject to buy-down provisions of 1% for $1,000,000.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
The Company's exploration expenses for the year ended and as at November 30, 2024 are:
| BA and Surprise Creek | Red Cliff | American Creek West | Southmore | Telegraph | Other Properties | Total | |
|---|---|---|---|---|---|---|---|
| Property acquisition costs | |||||||
| Balance November 30, 2023 | $ 2,234,837 | $ 577,274 | $ 1,249,247 | $ 10,000 | $ 243,005 | $ 31,752 | $ 4,346,115 |
| Property payments | - | - | - | - | 64,000 | - | 64,000 |
| Balance November 30, 2024 | 2,234,837 | 577,274 | 1,249,247 | 10,000 | 307,005 | 31,752 | 4,410,115 |
| Deferred exploration costs | |||||||
| Balance November 30, 2023 | 5,610,238 | 5,556,274 | 5,033,325 | 283,455 | 5,758,535 | 451,590 | 22,693,417 |
| Assays | 244 | - | - | - | 73,514 | 10,319 | 84,077 |
| Camp costs | 22,698 | - | 2,268 | - | 65,705 | - | 90,671 |
| Data Processing | - | - | - | - | 915 | - | 915 |
| Drilling | 50,685 | 426 | - | - | 19,076 | - | 70,187 |
| Equipment rental | - | - | - | - | 8,059 | - | 8,059 |
| Geological | 14,091 | 500 | 9,150 | 500 | 307,462 | 6,805 | 338,508 |
| Maps | 21,400 | - | 9,000 | - | 720 | - | 31,120 |
| Training | 5,625 | - | 3,750 | - | 900 | - | 10,275 |
| Labour | - | - | - | - | 2,500 | - | 2,500 |
| Biological | - | - | - | - | 4,620 | - | 4,620 |
| Report | - | - | - | - | 26,140 | - | 26,140 |
| Storage | 2,111 | 139 | 4,088 | 139 | 4,391 | 279 | 11,147 |
| Supplies and miscellaneous | 2,951 | 87 | 87 | 87 | (1,544) | 174 | 1,842 |
| Trucking | 571 | 571 | 571 | 571 | 3,541 | 1,141 | 6,966 |
| 120,376 | 1,723 | 28,914 | 1,297 | 515,999 | 18,718 | 687,027 | |
| Balance November 30, 2024 | 5,730,614 | 5,557,997 | 5,062,239 | 284,752 | 6,274,534 | 470,308 | 23,380,444 |
| Less: | |||||||
| Sale of properties | (2,662,150) | - | - | - | - | (21,668) | (2,683,818) |
| Mining tax credit BC METC | (45,699) | (303,997) | (77,932) | (18,901) | (37,875) | (10,035) | (494,439) |
| Total | $ 5,257,602 | $ 5,831,274 | $ 6,233,554 | $ 275,851 | $ 6,543,664 | $ 470,357 | $ 24,612,302 |
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
4. Risks and Uncertainties
The Company is engaged in the exploration for mineral deposits. These activities involve significant risks which even with careful evaluation, experience and knowledge may not, in some cases, be eliminated. The Company's success depends on a number of factors, many of which are beyond its control. The primary risk factors affecting the Company include inherent risks in the mineral exploration and mining industries and metal price fluctuations.
General Risk Associated with the Mining Industry
Mineral exploration is an inherently risky business with no guarantees that the exploration will result in the discovery of an economically viable deposit. Among the risks faced are title risk, financing risk, permitting risk, commodity price risk and environmental regulation risk.
Mining activities involve risks which careful evaluation, experience and knowledge may not eliminate. The commercial viability of any mineral deposit depends on many factors not all of which are within the control of management. Management attempts to mitigate its exploration risk through a strategy of joint ventures with other companies which balances risk while at the same time allows properties to be advanced.
Inherent risks within the mining industry
The commercial viability of any mineral deposit depends on many factors, not all of which are within the control of management. Some of the factors that will affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure and use, environmental protection and reclamation and closure obligations could also have a profound impact on the economic viability of a mineral deposit.
Mining activities also involve risks such as unexpected or unusual geological operating conditions, floods, fires, earthquakes, other natural or environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or for other reasons. The Company does not currently maintain insurance against political or environmental risks. Should any uninsured liabilities arise, they could result in increased costs, reductions in profitability, and a decline in the value of the Company's securities.
There is no assurance at this time that the Company's current mineral properties will be economically viable for development and production.
Prices for metals
Metals prices are subject to volatile price fluctuations and have a direct impact on the commercial viability of the Company's exploration properties. Price volatility results from a variety of factors, including global consumption and demand for metals, international economic and political trends, fluctuations in the US dollar and other currencies, interest rates, and inflation. The Company has not hedged any of its potential future metal sales. The Company
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
closely monitors metal prices to determine the appropriate course of action to be taken by the Company.
Dependence on Key Personnel
Loss of management personnel or key operational leaders could have a disruptive effect on the implementation of the Company's business strategy and on the running of day-to-day operations until their replacement is found. Recruiting personnel is expensive and the competition for professionals is intense. The Company may be unable to retain its key employees or attract other qualified employees which may restrict its growth potential.
5. Impairment of Long-lived Assets
The Company completed an impairment analysis as at November 30, 2024 and concluded that no impairment charge was required because:
- there have been no significant changes in the legal factors or climate that affects the value of the properties;
- all properties in British Columbia remain in good standing; and
- the Company has flow-through fund to continue its exploration and development plans on the properties.
6. Material Financial and Operations Information
6(a) Selected Annual Financial Information
Selected Annual Information
| Year Ended November 30, 2024 | Year Ended November 30, 2023 | Year Ended November 30, 2022 | |
|---|---|---|---|
| Total revenues | $ - | $ - | $ - |
| Loss for the year | (594,358) | (2,646,913) | (1,585,879) |
| Loss per share | (0.00) | (0.03) | (0.02) |
| Total assets | 25,035,349 | 24,672,840 | 22,428,816 |
| Total long-term financial liabilities | 3,016,964 | 3,016,188 | 2,752,721 |
| Cash dividends declared – per share | N/A | N/A | N/A |
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
6(b) Summary of Quarterly Results
The following is a summary of the Company's financial results for the last eight quarters:
| Three months ended | ||||
|---|---|---|---|---|
| November 30, 2024 | August 31, 2024 | May 31, 2024 | February 29, 2024 | |
| Total revenues | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Net loss and comprehensive loss | $ (80,418) | $ (129,131) | $ (162,588) | $ (222,221) |
| Loss per share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| November 30, 2023 | August 31, 2023 | May 31, 2023 | February 28, 2023 | |
| Total revenues | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Net (loss) income and comprehensive (loss) income | $ (2,119,473) | $ (286,243) | $ (193,710) | $ (47,487) |
| (Loss) earnings per share | $ (0.02) | $ (0.00) | $ (0.00) | $ (0.00) |
6(c) Review of Operations and Financial Results
For three months ended November 30, 2024 and three months ended November 30, 2023
During the three months ended November 30, 2024, the Company reported net loss of $80,418 ($0.00 loss per share) (2023 – $2,119,473 ($0.02 loss per share)).
Excluding the non-cash share-based payment of $nil (2023 – $78,343), the Company's general and administrative expenses amounted to $80,791 during the three months ended November 30, 2024 (2023 – $286,758), a decrease of $205,967 mainly due to decreases in (a) shareholder communications (from 2023's $85,214 to 2024's $6,806); (b) accounting and audit fees (from 2023's $75,700 to 2024's $34,000); (c) consulting fees (from 2023's $47,256 to 2024's $nil); and (d) office and miscellaneous (from 2023's $31,019 to 2024's $2,145). The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.
The other major items for the three months ended November 30, 2024, compared with November 30, 2023 were:
- Settlement of flow-through premium liability of $nil (2023 - $204,315);
- Fair value gain on marketable securities of $nil (2023 - $133,960);
- Realized loss on marketable securities of $nil (2023 - $149,308);
- Loss on sale of exploration and evaluation assets of $nil (2023 - $1,689,140); and
- Deferred income tax expense of $776 (2023 - $263,467).
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
For the year ended November 30, 2024 and year ended November 30, 2023
During the year ended November 30, 2024, the Company reported net loss of $594,358 ($0.00 loss per share) (2023 – $2,646,913 ($0.03 loss per share)).
Excluding the non-cash share-based payment of $166,281 (2023 – $251,446), the Company's general and administrative expenses amounted to $466,764 during the year ended November 30, 2024 (2023 - $851,045), a decrease of $384,281 from the year ended November 30, 2023 as a result of the decreases in (a) shareholder communications (from 2023's $249,514 to 2024's $76,307); (b) accounting and audit fees (from 2023's $176,970 to 2024's $100,000); (c) consulting fees (from 2023's $192,522 to 2024's $73,472); and (d) office and miscellaneous (from 2023's $56,011 to 2024's $21,401). The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.
The other major items for the year ended November 30, 2024, compared with November 30, 2023 were:
- Settlement of flow-through premium liability of $nil (2023 - $331,700);
- Fair value gain on marketable securities of $102,530 (2023 – $184,637);
- Realized loss on marketable securities of $67,515 (2023 – $149,308);
- Loss on sale of exploration and evaluation assets of $nil (2023 - $1,683,818); and
- Deferred income tax expense of $776 (2023 - $263,467).
6(d) Liquidity and Capital Resources
As at November 30, 2024, the Company's working capital deficiency was $291,046 (November 30, 2023: working capital surplus of $242,088). With respect to working capital, $174,309 was held in cash and cash equivalents (November 30, 2023 – $202,354). The decrease in cash and cash equivalents was mainly due to the $165,298 used in operations, $635,992 used in the exploration and evaluation assets, and $4,415 used in increasing its reclamation bonds; while being offset by the proceeds from sale of marketable securities of $157,551 and cash received from the net proceeds from issuance of common shares of $620,109.
During the year ended November 30, 2024, the Company issued:
- 200,000 common shares with a fair value of $10,000 to the optionors for the DOK property on January 12, 2024.
- 100,000 common shares with a fair value of $4,000 to the optionor for the DOKX-Yeti property on April 29, 2024.
- 1,450,000 common shares pursuant to the 1,450,000 RSUs vested during the year on July 22, 2024 and 750,000 common shares pursuant to the 750,000 RSUs vested during the year on August 14, 2024.
MTB Metals Corp. Management's Discussion & Analysis
MTB METALS
- 1,000,000 common shares at a price of $0.04 per share to settle outstanding debt for $40,000 on July 24, 2024.
On December 28, 2023, the Company completed a non-brokered private placement by issuing 3,000,000 flow-through units (“FT Unit”) at a price of $0.10 per FT Unit for gross proceeds of $300,000. Each FT Unit consists of one common share and one warrant for a total of 3,000,000 warrants issued. Each warrant is exercisable at $0.18 for a period of three years expiring on December 28, 2026. On December 29, 2023, the Company completed the second tranche of the non-brokered private placement by issuing 200,000 FT Units for gross proceeds of $20,000. Each FT Unit consists of one common share and one warrant for a total of 200,000 warrants issued. Each warrant is exercisable at $0.18 for a period of three years expiring on December 29, 2026. The residual value of the warrants associated with the unit offering was $80,000 or $0.025 per warrant. In connection with the financing, the Company paid $22,400 as a cash finder’s fee and issued 210,000 finder’s warrants exercisable at $0.18 for three years expiring on December 28, 2026 and 14,000 finder’s warrants exercisable at $0.18 for three years expiring on December 29, 2026. The finder’s warrants were ascribed with a value of $4,878 using the Black-Scholes Option Pricing Model. The Company incurred another $15,864 share issue costs.
On July 4, 2024, the Company completed a non-brokered private placement by issuing 6,350,000 flow-through units (“FT Unit”) at a price of $0.04 per FT Unit for gross proceeds of $254,000. Each FT Unit consists of one common share and one-half warrant for a total of 3,175,000 warrants issued. Each warrant is exercisable at $0.08 for a period of 18 months expiring on January 4, 2026. The residual value of the warrants associated with the unit offering was $63,500 or $0.02 per warrant. The Company also completed a non-brokered private placement by issuing 2,250,000 non-flow-through units (“NFT Units”) at a price of $0.04 per NFT Unit for the gross proceeds of $90,000. Each NFT Unit consists of one common share and one common share purchase warrant for a total of 2,250,000 warrants issued. Each warrant is exercisable at $0.08 for a period of 24 months expiring on July 4, 2026. The residual value of the warrants associated with the unit offering was $22,500 or $0.01 per warrant. The Company incurred $30,127 share issue costs.
The Company has $216,002 as reclamation bonds.
As of the date of this MD&A, the Company has no outstanding commitments. The Company has not pledged any of its assets as security for loans.
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.
6(e) Disclosure of Outstanding Share Data
The authorized share capital of the Company consists of an unlimited number of common shares without par value. As at November 30, 2024, the Company’s share capital was
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
$36,914,886 (November 30, 2023 - $36,227,155) representing 128,658,055 common shares (November 30, 2023 – 113,358,055 common shares).
Stock option transactions and the number of stock options are summarized as follows:
| Expiry date | Exercise price ($) | November 30, 2023 | Issued | Exercised | Expired / forfeited | November 30, 2024 |
|---|---|---|---|---|---|---|
| July 10, 2024 | 0.21 | 400,000 | - | - | (400,000) | - |
| March 17, 2025 * | 0.25 | 250,000 | - | - | - | 250,000 |
| August 5, 2025 | 0.455 | 1,100,000 | - | - | - | 1,100,000 |
| October 12, 2026 | 0.21 | 450,000 | - | - | - | 450,000 |
| March 23, 2027 | 0.17 | 1,115,000 | - | - | - | 1,115,000 |
| July 12, 2027 | 0.17 | 600,000 | - | - | - | 600,000 |
| July 7, 2028 | 0.12 | 1,960,000 | - | - | - | 1,960,000 |
| Options outstanding | 5,875,000 | - | - | (400,000) | 5,475,000 | |
| Options exercisable | 5,575,000 | - | - | - | 5,475,000 | |
| Weighted average exercise price ($) | $ 0.22 | $ - | $ - | $ 0.21 | $ 0.22 |
- Subsequent to November 30, 2024, a total of 250,000 options expired unexercised.
RSU transactions and the number of RSUs for the year ended November 30, 2024 are summarized as follows:
| Vesting date | November 30, 2023 | Granted | Vested and converted to common shares | Expired / forfeited | November 30, 2024 |
|---|---|---|---|---|---|
| July 7, 2024 | (1) 2,825,000 | - | (2,200,000) | (125,000) | 500,000 |
| RSUs outstanding | 2,825,000 | - | (2,200,000) | (125,000) | 500,000 |
(1) As at November 30, 2024, 500,000 RSUs are vested, pending shares issuance.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
The continuity of warrants for the year ended November 30, 2024 is as follows:
| Expiry date | Exercise price ($) | November 30, 2023 | Issued | Exercised | Expired | November 30, 2024 |
|---|---|---|---|---|---|---|
| December 30, 2023 | 0.26 | 3,793,530 | - | - | (3,793,530) | - |
| December 30, 2023 | 0.20 | 441,177 | - | - | (441,177) | - |
| July 29, 2024 | 0.12 | 8,333,334 | - | - | (8,333,334) | - |
| August 26, 2024 | 0.12 | 582,000 | - | - | (582,000) | - |
| December 15, 2024 * | 0.18 | 12,923,991 | - | - | - | 12,923,991 |
| January 26, 2025 * | 0.18 | 5,841,667 | - | - | - | 5,841,667 |
| May 26, 2025 | 0.18 | 9,229,918 | - | - | - | 9,229,918 |
| June 12, 2025 | 0.18 | 2,550,000 | - | - | - | 2,550,000 |
| September 14, 2025 | 0.25 | 2,756,950 | - | - | - | 2,756,950 |
| September 14, 2025 | 0.18 | 800,000 | - | - | - | 800,000 |
| May 26, 2026 | 0.18 | 3,088,350 | - | - | - | 3,088,350 |
| June 12, 2026 | 0.18 | 1,083,334 | - | - | - | 1,083,334 |
| December 28, 2026 | 0.18 | - | 3,000,000 | - | - | 3,000,000 |
| December 29, 2026 | 0.18 | - | 200,000 | - | - | 200,000 |
| January 4, 2026 | 0.08 | - | 3,175,000 | - | - | 3,175,000 |
| July 4, 2026 | 0.08 | - | 2,250,000 | - | - | 2,250,000 |
| Warrants outstanding | 51,424,251 | 8,625,000 | - | (13,150,041) | 46,899,210 | |
| Weighted average exercise price ($) | $ 0.18 | $ 0.12 | $ - | $ 0.16 | $ 0.17 |
- Subsequent to November 30, 2024, a total of 18,765,658 warrants expired unexercised.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
The continuity of finders' warrants for the year ended November 30, 2024 is as follows:
| Expiry date | Exercise price ($) | November 30, 2023 | Issued | Exercised | Expired | November 30, 2024 |
|---|---|---|---|---|---|---|
| December 30, 2023 | 0.17 | 303,104 | - | - | (303,104) | - |
| August 26, 2024 | 0.12 | 29,190 | - | - | (29,190) | - |
| December 15, 2024 | 0.12 | 771,388 | - | - | - | 771,388 |
| January 26, 2025 | 0.18 | 253,166 | - | - | - | 253,166 |
| September 14, 2025 | 0.16 | 280,339 | - | - | - | 280,339 |
| May 26, 2026 | 0.12 | 791,471 | - | - | - | 791,471 |
| June 12, 2026 | 0.12 | 254,333 | - | - | - | 254,333 |
| December 28, 2026 | 0.18 | - | 210,000 | - | - | 210,000 |
| December 29, 2026 | 0.18 | - | 14,000 | - | - | 14,000 |
| Warrants outstanding | 2,682,991 | 224,000 | - | (332,294) | 2,574,697 | |
| Weighted average exercise price ($) | $ 0.14 | $ 0.18 | $ - | $ 0.17 | $ 0.14 |
- Subsequent to November 30, 2024, a total of 1,024,554 finder's warrants expired unexercised.
If the remaining options, warrants, finder's options, including the warrants associated with the finder's options, were exercised, the Company's available cash would increase by $6,046,947.
As of the date of this MD&A, there were 128,658,055 common shares issued and outstanding and 164,066,750 common shares outstanding on a diluted basis.
| Issued and outstanding | ||
|---|---|---|
| November 30, 2024 | March 28, 2025 | |
| Common shares outstanding | 128,658,055 | 128,658,055 |
| Stock options | 5,475,000 | 5,225,000 |
| Vested RSUs pending share issuance | 500,000 | 500,000 |
| Warrants | 46,899,210 | 28,133,552 |
| Finder's warrants | 2,574,697 | 1,550,143 |
| Fully diluted common shares outstanding | 184,106,962 | 164,066,750 |
6(f) Commitment and Contingency
None.
6(g) Off-Balance Sheet Arrangements
None.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
6(h) Transactions with Related Parties
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:
For the year ended November 30, 2024
| Short-term employee benefits | Post-employment benefits | Other long-term benefits | Termination benefits | Other expenses | Share-based payments (1) | Total | |
|---|---|---|---|---|---|---|---|
| Lawrence Roulston | |||||||
| Chief Executive Officer, | |||||||
| Director | $180,000 | $Nil | $Nil | $Nil | $Nil | $27,708 | $207,708 |
| Rene Bernard | |||||||
| Director | $60,000 | $Nil | $Nil | $Nil | $Nil | $8,313 | $68,313 |
| Dorian L. Nicol | |||||||
| Director | $24,000 | $Nil | $Nil | $Nil | $Nil | $11,083 | $35,083 |
| Winnnie Wong | |||||||
| Chief Financial Officer | $Nil | $Nil | $Nil | $Nil | $Nil | $13,854 | $13,854 |
| Lucia Theny | |||||||
| VP Exploration | $Nil | $Nil | $Nil | $Nil | $Nil | $27,708 | $27,708 |
| Mark T. Brown | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $8,313 | $8,313 |
| Ron Cannan | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $8,313 | $8,313 |
| Ben Whiting | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $8,313 | $8,313 |
| Total: | $264,000 | $Nil | $Nil | $Nil | $Nil | $113,605 | $377,605 |
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
For the year ended November 30, 2023
| Short-term employee benefits | Post-employment benefits | Other long-term benefits | Termination benefits | Other expenses | Share-based payments (1) | Total | |
|---|---|---|---|---|---|---|---|
| Lawrence Roulston | |||||||
| Chief Executive Officer, Director | $180,000 | $Nil | $Nil | $Nil | $Nil | $65,512 | $245,512 |
| Rene Bernard | |||||||
| Director | $60,000 | $Nil | $Nil | $Nil | $Nil | $21,177 | $81,177 |
| Dorian L. Nicol | |||||||
| Director | $45,000 | $Nil | $Nil | $Nil | $Nil | $7,917 | $52,917 |
| Winnnie Wong | |||||||
| Chief Financial Officer | $Nil | $Nil | $Nil | $Nil | $Nil | $25,136 | $25,136 |
| Lucia Theny | |||||||
| VP Exploration | $Nil | $Nil | $Nil | $Nil | $Nil | $19,792 | $19,792 |
| Mark T. Brown | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $36,417 | $36,417 |
| Ron Cannan | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $18,130 | $18,130 |
| Ben Whiting | |||||||
| Director | $Nil | $Nil | $Nil | $Nil | $Nil | $5,937 | $5,937 |
| Total: | $285,000 | $Nil | $Nil | $Nil | $Nil | $200,018 | $485,018 |
(1) Share-based payments are the fair values of the stock options granted or vested during the year ended November 30, 2024 and 2023 calculated using the Black-Scholes Option Pricing Model and the fair value of the RSUs granted or vested during the year ended November 30, 2024 and 2023 calculated using the market price of the common shares at the date of grant.
Related party assets / liabilities
| Services for: | Years ended | Amounts in accounts payable | |||
|---|---|---|---|---|---|
| November 30 2024 | November 30 2023 | As at November 30 2024 | As at November 30 2023 | ||
| Lawrence Roulston | Management fee | $ 180,000 | $ 180,000 | $ 102,950 | $ - |
| Rene Bernard | Consulting fee | 60,000 | 60,000 | 40,000 | - |
| Dorian L. Nicol | Consulting fee | 24,000 | 45,000 | 17,000 | - |
| A private company controlled by a director of the Company (a) | Accounting, financing and management services | 94,500 | 124,100 | 56,125 | 19,635 |
| A private company controlled by an officer of the Company (b) | Geological services | 316,697 | 1,309,571 | 73,432 | - |
| Total | $ 675,197 | $ 1,718,671 | $ 289,507 | $ 19,635 |
(a) Mark T. Brown, a director of the Company, is the president of this private company.
(b) Lucia Theny, the Vice President Exploration effective April 23, 2019, is a co-owner of this private company where it employs several geologists to provide geological services to the Company.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
6(i) Financial Instruments
The fair values of the Company's financial assets and liabilities approximate their carrying amounts because of their current nature.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The Company's financial instruments consist of cash and cash equivalents, marketable securities, reclamation bonds, trade and other payables and due to joint venture partner. Cash and cash equivalents and marketable securities are measured at fair value through profit and loss. Reclamation bonds are measured at amortized cost. Trade and other payables and due to joint venture partner are measured at amortized cost.
The fair value of the Company's cash and cash equivalents and marketable securities is measured using level one of the fair value hierarchy.
The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's cash is exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness.
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. The Company's cash and cash equivalents are exposed to interest rate risk.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company's trade and other payables are all current and due within 90 days of the balance sheet date. At November 30, 2024, the Company had a working capital deficiency of $291,046 which will provide sufficient capital to meet its short-term financial obligations.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Market Risk
Market risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in market prices. The sale of financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity prices. The Company is not exposed to market risk.
6(j) Management of Capital Risk
The Company manages its cash and cash equivalents, common shares, warrants and share purchase options as capital. The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.
In order to maximize ongoing operating efforts, the Company does not pay out dividends. The Company's investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry out its exploration and operations in the near term.
7. Subsequent Events
None other than already disclosed in other sections.
8. Policies and Controls
8(a) Significant Accounting Policies and Estimates
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only; or in the period of the change and future periods, if the change affects both. Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
a) Exploration and Evaluation Expenditures
The application of the Company's accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the profit or loss in the period the new information becomes available.
b) Title to Mineral Properties
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
c) Rehabilitation Provisions
Rehabilitation provisions have been determined to be $Nil based on the Company's internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period.
d) Share-Based Payments
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's earnings and equity reserves.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
e) Recognition of Deferred Tax Assets and Liabilities
The carrying amounts of deferred tax assets and liabilities are reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Changes in estimates of future taxable income can materially affect the amount of deferred income tax assets and liabilities recognized.
f) Going Concern
Management has applied judgments in the assessment of the Company's ability to continue as a going concern when preparing its financial statements. Management prepares the financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period.
8(b) Future Accounting Pronouncements
Presentation and Disclosure in Financial Statements
IFRS 18 was issued in April 2024 and applies to an annual reporting period beginning on or after January 1, 2027. IFRS 18 will replace IAS 1. IFRS requires all companies using IFRS Standards to provide relevant information that faithfully represents an entity's assets, liabilities, equity, income and expenses. The Company is currently assessing the impact of this new accounting standard on its financial statements.
8(c) Changes in Internal Controls over Financial Reporting ("ICFR")
Changes in Internal Control Over Financial Reporting ("ICFR")
In connection with National Instrument 52-109, Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109") adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management's Discussion and Analysis. The Venture Issue Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI52-109.
MTB Metals Corp.
Management's Discussion & Analysis
MTB METALS
Disclosure Controls and Procedures
The Company's CEO and CFO are responsible for establishing and maintaining the Company's disclosure controls and procedures. Management, including the CEO and CFO, have evaluated the procedures of the Company and have concluded that they provide reasonable assurance that material information is gathered and reported to senior management in a manner appropriate to ensure that material information required to be disclosed in reports filed or submitted by the Company is recorded, processed, summarized and reported within the appropriate time periods.
While management believes that the Company's disclosure controls and procedures provide reasonable assurance, they do not expect that the controls and procedures can prevent all errors, mistakes, or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.
9. Information on the Board of Directors and Management
Directors:
Mark T. Brown
Lawrence Roulston
Rene Bernard
Ron Cannan
Ben Whiting
Dorian L. Nicol
Audit Committee members:
Rene Bernard, Ron Cannan, Mark T. Brown
Management:
Lawrence Roulston – Chief Executive Officer, President
Winnie Wong – Chief Financial Officer and Corporate Secretary
Lucia Theny – VP - Exploration
MTB Metals Corp.
Management's Discussion & Analysis