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NatBridge Resources Ltd. — Management Reports 2025
Oct 28, 2025
48338_rns_2025-10-28_9ffc1ae7-c722-4f81-a4a1-747b403484f3.pdf
Management Reports
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NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
Management Discussion and Analysis
For the year ended June 30, 2025
This Management Discussion and Analysis (“MD&A”), of the financial position of NatBridge Resources Ltd. (Formerly Great Eagle Gold Corp.) (the “Company” or “NatBridge”), and results of operations prepared on October 28, 2025 should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2025. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.
The accounting policies applied in preparation of these financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended June 30, 2025.
All dollar amounts referred to in this MD&A are expressed in Canadian dollars, unless otherwise noted. Readers are cautioned that this MD&A contains certain forward-looking information. Please see the "Forward Looking Statements" section below for a discussion of the use of such information in this MD&A.
All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this MD&A constitute “forward-looking statements” within the meaning of Canadian securities laws. Forward-looking statements reflect the Company’s current views with respect to future events, are based on information currently available to the Company and are subject to certain risks, uncertainties, and assumptions, including those discussed above.
Forward-looking statements include, but are not limited to, statements with respect to the success of mining exploration work, title disputes or claims, environmental risks, unanticipated reclamation expenses, the estimation of mineral reserves and resources and capital expenditures. In certain cases, forward-looking statements can be identified by the use of words such as “intends”, “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ from those expressed or implied by the forward-looking statements. Such factors include, among others, risks related to international operations, fluctuation of currency exchange rates, actual results of current exploration activities, changes in project parameters as plans are refined over time, the future price of molybdenum and other precious or base metals, possible variations in mineral resources, grade or recovery rates, accidents, labour disputes and other risks of the mining industry, delays in obtaining, or inability to obtain, required governmental approvals or financing, as well as other factors discussed under “Risk Factors”.
Although the Company has attempted to identify material factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained in this Prospectus are made as of the date of this Prospectus. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company will update forward-looking statements in its management discussion and analysis as required.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
June 30, 2025
DESCRIPTION OF BUSINESS
NatBridge Resources Ltd. (the “Company” or “Great Eagle”) was incorporated on October 07, 2019, under the laws of the Province of British Columbia. The address of the Company’s registered and head office is Suite 501, 3292 Production Way, Burnaby, BC V5A 4R4. The Company’s principal business is the acquisition and exploration of mineral properties in Canada.
EXPLORATION AND EVALUATION ASSETS
During the year ended June 30, 2025, the Company entered into a definitive agreement to acquire a 100% interest in various claims located in Ontario, Canada for the following consideration:
Pursuant to the agreement, the total cash payments required to complete the option include $1,000,000 to the Vendor as follows:
i. $100,000 on execution of the definitive agreement (paid);
ii. $900,000 at the Company option, to pay within 1 year of the execution of the definitive agreement.
The final purchase price may be subject to adjustment based on fluctuations in the price of gold whereby if the price of gold increases before the Company exercises its option, the total Purchase Price will increase proportionally. For example, if the price of gold rises by 20%, the final Purchase Price will also increase by 20% to CDN$1,200,000.
LeMare Property
On September 30, 2019, the Company entered into an option agreement to acquire a 100% interest in the LeMare property, consisting of twelve (12) mineral claims, located on Port Alice in the Nanaimo Mining Division of British Columbia, for the following consideration.
The terms of the option agreement were:
(a) Total cash payments of $157,500 to an optionor:
i. $10,000 on signing of the agreement on September 30, 2019, 2020 (the “signing date”) (paid).
ii. $12,500 on first anniversary 2020 (paid).
iii. $15,000 on second anniversary 2021; (paid in October 2021)
iv. $20,000 on third anniversary 2022; (paid in September 2022) and
v. $100,000 on fifth anniversary 2024 (unpaid).
(b) Incurring minimum work expenditures of $80,000 on the property by September 30, 2020 (Met).
During the year ended June 30, 2024, the Company determined it would not proceed with the option agreement and accordingly recorded an impairment of $267,630.
A continuity of exploration and evaluation assets is as follows:
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |
|---|---|---|
| $ | $ | |
| Acquisition cost | ||
| Beginning of the year | - | 57,500 |
| Additions | 100,000 | - |
| Total, End of year | 100,000 | 57,500 |
| Exploration costs: Beginning of the year | - | 211,054 |
| Geological consulting | 2,644 | 750 |
| Other expenses | - | (1,674) |
| Total, End of year | 2,644 | 210,130 |
| 2,644 | 267,630 | |
| Impairment | ||
| Impairment of exploration and evaluation assets | - | (267,630) |
| 102,644 | - |
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
June 30, 2025
SUMMARY FINANCIAL INFORMATION
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | Year Ended June 30, 2023 | |
|---|---|---|---|
| Total Assets | $ 183,649 | $ 454,501 | $ 378,925 |
| Total Liabilities | $ 808,669 | $ 539,781 | $ 28,523 |
| Net Loss | $ 2,337,803 | $ 2,653,252 | $ 118,523 |
| Shareholders’ Equity (deficit) | $ (625,020) | $ (85,281) | $ 350,402 |
| Weighted Average Number of Common Shares Outstanding | 48,091,775 | 40,776,006 | 39,902,500 |
SELECTED ANNUAL INFORMATION
| Fiscal Year Ended June 30, 2025 | Year Ended June 30, 2024 | Year Ended June 30, 2023 | |
|---|---|---|---|
| Revenue | $ NIL | $ NIL | $ NIL |
| Comprehensive loss | $ (2,337,803) | $ (2,653,252) | $ (118,523) |
| Basic and Diluted Loss per Share | $ (0.05) | $ (0.07) | $ (0.00) |
| Number of common shares outstanding | 50,756,805 | 40,776,006 | 39,902,500 |
| Statement of Financial Position data | |||
| Working capital | $ (590,503) | $ 85,281 | $ 81,848 |
| Total assets | $ 183,649 | $ 454,500 | $ 378,925 |
Year ended June 30, 2025
For the year ended June 30, 2025 the Company recorded a loss of $2,337,803 (2024 - $2,653,252). During the current year there were increases in administration and management fees to $446,379 (2024 - $230,811), consulting fees of $813,576 (2024 - $208,507), professional fees of $138,303 (2024 - $125,771), and travel and related $56,087 (2024 - $nil). The increases in expenses in the current year were largely due to increased in efforts pursuant to the business strategy to of identification and acquisition of tokenizable exploration and evaluation assets and the increased business activities to support these efforts. During the current year, there were decreases in project investigation costs to $13,769 (2024 - $70,957), and shareholder information expenses of $67,165 (2024 - $275,916) commensurate with the activities during the year. The Company recorded also a decrease in stock-based compensation expenses of $666,258 (2024 - $1,317,040) in connection to the fair value of options and RSU’s during the comparative years. The Company had a variance in impairment in the current year of $nil (2024 - $267,630) where the prior year impairment related to full impairment of the LeMare property option agreement, where there were no similar activities in the current year.
Year ended June 30, 2024
For the year ended June 30, 2024 the Company recorded a loss of $2,653,252 (2023 - $118,523). During the current year there were increases in administration and management fees to $230,811 (2023 - $48,000), consulting fees of $208,507 (2023 - $nil), professional fees of $125,771 (2023 - $22,100), project investigation costs increased to $70,957 (2023 - $nil), and shareholder information expenses of $275,916 (2023 - $1,198). The increases in expenses in the current year were largely due to a shift business strategy to focus on the acquisition and development of tokenizable exploration and evaluation assets. The Company also experience an increase in stock-based compensation expenses of $1,317,040 (2023 - $nil) in connection to the issuance of options during the period, were there were no similar issuances in the prior year. During the year ended June 30, 2024, the Company determined it would not continue with the LeMare property option agreement and accordingly impaired its exploration and evaluation asset in full recording impairment expense of $267,630 (2023 - $nil).
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
June 30, 2025
SUMMARY OF QUARTERLY RESULTS
The following table set out financial information for the past eight quarters:
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |
|---|---|---|---|---|
| Current assets | $ 85,005 | $ 160,067 | $ 332,095 | $ 236,687 |
| Exploration and evaluation assets | $ 102,644 | $ 131,796 | $ 10,000 | $ - |
| Total assets | $ 183,649 | $ 291,863 | $ 342,095 | $ 236,687 |
| Current liabilities | $ 671,508 | $ 517,289 | $ 526,547 | $ 278,632 |
| Share capital | $ 2,849,616 | $ 2,919,697 | $ 2,639,947 | $ 2,285,862 |
| Loss and comprehensive loss | $ 590,782 | $ 320,724 | $ 496,592 | $ 929,705 |
| Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
| Outstanding shares | 50,756,805 | 50,756,805 | 49,256,805 | 332,095 |
| June 30, 2024 | March 31, 2023 | December 31, 2023 | September 30, 2023 | |
| --- | --- | --- | --- | --- |
| Current assets | $ 454,500 | $ 276,707 | $ 76,651 | $ 76,651 |
| Exploration and evaluation assets | $ - | $ 269,304 | $ 269,304 | $ 269,304 |
| Total assets | $ 454,500 | $ 546,011 | $ 345,955 | $ 345,955 |
| Current liabilities | $ 539,781 | $ 190,232 | $ 24,756 | $ 24,756 |
| Share capital | $ 1,482,579 | $ 1,144,819 | $ 585,050 | $ 585,050 |
| Loss and comprehensive loss | $ 837,194 | $ 1,261,666 | $ 37,204 | $ 37,204 |
| Basic and diluted loss per share | $ (0.02) | $ (0.039) | $ (0.00) | $ (0.00) |
| Outstanding shares | 41,822,271 | 39,902,500 | 39,902,500 | 15,261,000 |
RESULT OF OPERATIONS
At June 30, 2025, the Company had no continuing source of operating revenues and related expenditures.
During the year ended June 30, 2025, the Company reported a net loss of $2,337,803 (June 30, 2024 - $2,653,252).
The Company has not paid any dividends on its common shares and has no present intention of paying dividends, as it anticipates that all available funds for the foreseeable future will be used to finance its business activities.
Three months ended June 30, 2025 and 2024
For the three months ended June 30, 2025 the Company recorded a loss of $590,782 (2024 - $837,194). During the period the Company realized decreases of impairment of $nil (2024 - $267,630), professional fees of $26,551 (2024 - $59,602) and consulting fees of $88,976 (2024 - $164,789), this is slightly offset by there were increases in administration and management fees to $298,808 (2024 - $154,086), and stock-based compensation to $206,750 (2024 - $137,418) which factor into the decrease in net loss for the period. During the prior period, the Company recorded full impairment of the LeMare property option agreement, where there were no similar activities in the current period. Decreases in professional and consulting fees are attributed to the decrease in utilization of the services in the comparative periods. The increases in administration and management fees, and share based compensation in the current period are a result of the increase in utilization of services and value of compensation in support of the Company's efforts to realize its business strategy
Year ended June 30, 2025 and 2024
For the year ended June 30, 2025 the Company recorded a loss of $2,337,803 (2024 - $2,653,252). During the current year there were increases in administration and management fees to $446,379 (2024 - $230,811), consulting fees of $813,576 (2024 - $208,507), professional fees of $138,303 (2024 - $125,771), and travel and related $56,086 (2024 - $nil). The increases in expenses in the current year were largely due to increased in efforts pursuant to the business strategy to of identification and acquisition of tokenizable exploration and evaluation assets and the increased business activities to support these efforts. During the current year, there were decreases in project investigation costs to
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
$13,769 (2024 - $70,957), and shareholder information expenses of $67,165 (2024 - $275,916) commensurate with the activities during the year. The Company recorded also a decrease in stock-based compensation expenses of $666,258 (2024 - $1,317,040) in connection to the fair value of options and RSU's during the comparative years. The Company had a variance in impairment in the current year of $nil (2024 - $267,630) where the prior year impairment related to full impairment of the LeMare property option agreement, where there were no similar activities in the current year.
CAPITAL MANAGEMENT
Capital is comprised of the Company's shareholders' equity and any debt that it may issue. As of June 30, 2025, the Company's shareholders' equity was a $625,020 deficit. The Company defines its capital as shareholders' equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financing to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the years ended June 30, 2025 and 2024.
RELATED PARTY TRANSACTIONS
The Company has identified all of the directors and officers as its key management personnel.
During the period ended June 30, 2025, the Company had the following transactions with related parties:
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| - $ - | - $ - | |
| Management fees 1 | 153,489^{1} | 84,750 |
| Management fees 4,7,8 | 228,500 | - |
| Accounting 11 | - | 5,000 |
| Consulting | - | 86,123 |
| Property investigation costs^{5} | 10,820 | 8,004 |
| Share-based compensation – Options, (2025 1,7,9) (2024 1,2,3,7) | 172,758 | 967,970 |
| Share-based compensation – RSU’s^{1,2} | 187,500 | - |
| Total | 758,533 | 1,151,846 |
All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.
During the year ended June 30, 2025, the Company issued 1,250,000 shares in settlement of RSU's, with a grant date fair value of $0.155 per share.
As at June 30, 2025, there was $250,930^{1,7,8,4}$ (June 30, 2024 - $138,809) owing to related parties included in accounts payable and accrued liabilities.
The amounts due to related parties bear no interest and are due on demand.
During the year ended June 30, 2025, the Company entered into an interest free convertible loan agreement in consideration of $100,000 with a former director of the Company; pursuant to the agreement, the loan is convertible into units, consisting of 1 common share priced at $0.20, and one-half of a transferrable share purchase warrant. Each whole warrant entitles the lender to purchase an additional common share priced at $0.30 for a period of 2 years from the date of issuance. During the year ended June 30, 2025, the Company issued 500,000 common shares and 250,000 share purchase warrants priced at $0.30 to extinguish the loan.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
During the year ended June 30, 2025, the Company entered into promissory notes with a former related party in the amount of US$95,000 and US$40,000, resulting in a reclassification of these amounts from accounts payable to current and non-current notes payable (Note 6 to the financial statements).
Andrew Fletcher, Former CEO and Director¹
Lawrence Segerstrom, Former Director⁵
Simon Langelier, Director⁹
Gary Harbottle, Former CFO²
Robert Seguin, Former Director⁶
Azim Dhalla, Former Director¹⁰
Christopher Hansen, Director³
Michael Moses, Director and CFO⁷
Nizar Bharmal, Former CFO¹¹
Steve Moses, CEO and Director⁴
Michelle Ash, Director and Executive Chairwoman⁸
With the exception of notes payable, the amounts due to related parties bear no interest and are due on demand unless otherwise indicated. The terms for the notes payable are further described in Note 6 to the financial statements.
All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s ability to continue on a going concern basis depends on its ability to successfully raise additional financing. Although the Company has been successful in the past in obtaining financing, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing may be favorable.
At June 30, 2025, the Company has working capital deficit of $590,503 (June 30, 2024 - $85,281 capital).
Net cash used in operating activities for the year ended June 30, 2025 is $626,060 (2024 - $661,713).
Net cash used in investing activities for the year ended June 30, 2025 is $102,644 (2024 - $4,200).
Net cash provided by financing activities for the year ended June 30, 2025 is $679,193 (2024 - $657,956) as further described below.
SHARE CAPITAL
On July 6, 2023, the Company completed a subdivision of its issued and outstanding common shares on the basis of two and a half new common shares for every one common share held by the shareholders of record. The authorized share capital remains unchanged. Unless otherwise noted, all figures have been retroactively adjusted.
As at June 30, 2025, there were 50,756,805 issued and outstanding common shares (June 30, 2024 – 42,822,271).
Escrow
As at June 30, 2025, there were nil (June 30, 2024 - 4,912,876) common shares held in escrow.
Shares
During the year ended June 30, 2025, the Company had the following share capital issuances:
-
The Company issued 1,000,000 units at $0.20 per unit, for gross proceeds of $200,000. Each unit consists of one common share and one half of a share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at $0.30, expiring January 28, 2027. The Company paid finders fees of $20,000 in connection to this financing.
-
The Company issued 500,000 units at $0.20 per unit on conversion of a convertible loan for proceeds of $100,000. Each unit consists of one common share and one half of a share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at $0.30, expiring February 25, 2027 (Note 10).
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
- The Company issued 1,870,425 units at $0.20 per unit, for gross proceeds of $374,085. Each unit consists of one common share and one half of a share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at $0.30, expiring December 18, 2026. The Company paid finders fees of $31,000 in connection to this financing and issued 55,000 broker warrants exercisable at $0.30 for a period of 24 months. The Company recorded a fair value of the warrants of $7,658, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 2.52%, expected life of 2 years, volatility of 135%, and 0% dividend and forfeiture rates.
- The Company issued 376,109 units at $0.30 per unit, for gross proceeds of $112,833. Each unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional common share at $0.75, expiring August 7, 2026. The warrants had a residual value of $37,611.
- The Company issued 1,088,000 shares in settlement of $163,200 of debt with a grant date fair value of $0.15.
- The Company issued 250,000 shares in settlement of $37,500 note payable with a grant date fair value of $0.15.
- The Company issued 1,000,000 shares with a grant date fair value of $0.20 pursuant to an advisory agreement.
- The Company issued 1,850,000 shares in settlement of Restricted Share Units ("RSU's")
The Company had the following share capital issuances during the year ended June 30, 2024:
- The Company issued 1,803,105 units at $0.30 per unit, for gross proceeds of $540,932. In connection to the financing, the Company incurred share issuance costs of $30,403. Each unit consists of one common share and half of one share purchase warrant, with each full warrant allowing the holder to purchase an additional common share at $0.50 expiring February 26, 2026.
- The Company issued 116,666 shares at $0.30 per share in settlement of $35,000 debt to a former president and director of the Company.
- On April 12, 2024 the Company issued 1,000,000 with a grant date fair value of $0.355 pursuant to an advisory agreement.
- The Company received $84,531 in subscriptions related to private placement which closed subsequent to June 30, 2024.
Stock Options
During the year ended June 30, 2025, according to the provisions of the Company stock option plan, the Company recorded the fair value of stock options issuances as follows:
- In connection to the grant of stock options to purchase a total of 500,000 common shares, at an exercise price of $0.30 per share, expiring August 21, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $62,196, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 2.92%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates. During the year ended June 30, 2025, pursuant to an agreement with the optionee, the expiry date of these options was updated to May 31, 2026.
- In connection to the grant of stock options to purchase a total of 650,000 common shares, at an exercise price of $0.30 per share, expiring September 6, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $110,562, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 2.8%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates.
During the year ended June 30, 2024, according to the provisions of the Company stock option plan, the Company recorded the fair value of stock options issuances as follows:
- In connection to the grant of stock options to purchase a total of 2,175,000 common shares, at an exercise price of $0.42 per share, expiring January 23, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $803,718, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.5%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates. During the year ended June 30, 2025, pursuant to an agreement with the optionee, the expiry date of 650,000 of these options was updated to May 31, 2026.
- In connection to the grant of stock options to purchase a total of 450,000 common shares, at an exercise
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
price of $0.42 per share, expiring February 7, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $166,287, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.5%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates.
- In connection to the grant of stock options to purchase a total of 650,000 common shares, at an exercise price of $0.51 per share, expiring March 12, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $291,661, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.5%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates.
- In connection to the grant of stock options to purchase a total of 100,000 common shares, at an exercise price of $0.51 per share, expiring April 11, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $34,603, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.77%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates.
- In connection to the grant of stock options to purchase a total of 60,000 common shares, at an exercise price of $0.51 per share, expiring April 25, 2029, to certain directors, officers, and consultants, the Company recorded a fair value of the options granted is $20,771, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.89%, expected life of 5 years, volatility of 135%, and 0% dividend and forfeiture rates.
As at June 30, 2025, the Company had 3,890,000 stock options outstanding (June 30, 2024 – 3,035,000) outstanding to purchase common shares as further described below:
| Expiry Date | Exercise Price $ | Number of stock options outstanding and exercisable |
|---|---|---|
| May 31, 2026 | 0.42 | 650,000 |
| May 31, 2026 | 0.30 | 500,000 |
| January 23, 2029 | 0.42 | 850,000 |
| February 7, 2029 | 0.42 | 450,000 |
| March 12, 2029 | 0.51 | 650,000 |
| April 11, 2029 | 0.51 | 100,000 |
| April 25, 2029 | 0.51 | 40,000 |
| September 6, 2029 | 0.30 | 650,000 |
As at June 30, 2025, the stock options had a weighted average life of 2.92 years (June 30, 2024 – 4.62 years).
As at June 30, 2025, the Company had 3,017,876 warrants outstanding (June 30, 2024 - 901,554) outstanding to purchase common shares as further described below:
| Expiry Date | Exercise Price $ | Number of warrants outstanding and exercisable |
|---|---|---|
| February 26, 2026 | 0.50 | 901,554 |
| August 7, 2026 | 0.75 | 376,106 |
| December 18, 2026 | 0.30 | 935,213 |
| December 18, 2026 | 0.30 | 55,000 |
| January 28, 2027 | 0.30 | 500,000 |
| February 25, 2027 | 0.30 | 250,000 |
As at June 30, 2025, the warrants had a weighted average life of 1.02 years.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
June 30, 2025
RSU's
The Company has an RSU plan, allowing the Company to issue RSU to eligible participants.
During the year ended June, 2025, the Company issued 1,850,000 shares in settlement of the 1,850,000 RSU’s granted during the year, with a grant date fair value of $0.15. The Company also granted 900,000 RSU’s with a grant date fair value of $0.24, vesting immediately, which were still outstanding at year end. The Company recorded share-based compensation of $493,500 related to RSU’s during the year ended June 30, 2025.
During the year ended June 30, 2024, there were no RSU transactions.
PROMISSORY NOTE
During the year ended June 30, 2025 the Company entered into the following transactions:
- Promissory note with a former related party in the amount of US$95,000 (CAD$137,161) for the provision of CEO services rendered. The note bears interest at a rate of 10% per annum, and matures on August 31, 2026. $4,608 in interest was accrued on this note during the year.
- Promissory note with a former related party in the amount of US$40,000 (CAD$55,032) for the provision of consulting services rendered. The note bears interest at a rate of 4% per annum, and matures thirty days from the date on which the Company received proceeds from the sale of NatGold Tokens following a NatGold Digital Tokenization Event (Note 13).
During the year ended June 30, 2024, the Company entered into the following transactions:
- Promissory note with a third party in the amount of $37,500 inclusive on interest. During the year ended June 30, 2025, 250,000 shares with a fair value of $0.15 per share were issued in settlement of this note payable.
Escrow Shares
6,550,500 shares issued to the principals of the Company were subject to escrow conditions required by applicable securities laws and the CSE requirements. Pursuant to the terms of the escrow agreements, 10% of the escrowed shares, were released from escrow on the listing date (June 13, 2022) and the 15% of the remaining escrow shares to be released every six months thereafter. At June 30, 2025 nil (June 30, 2024 - 4,912,876) escrow shares were outstanding.
RISKS AND UNCERTAINTIES
In conducting its business, the Company faces a number of risks and uncertainties related to the mineral exploration industry. Some of these risk factors include risks associated with land titles, exploration and development, government and environmental regulations, permits and licenses, competition, dependence on key personnel, the requirement and ability to raise additional capital through future financings.
Title Risks
Although the Company has exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Third parties may have valid claims underlying portions of the Company’s interests, and the permits or tenures may be subject to prior unregistered agreements or transfers, or native land claims and title may be affected by undetected defects. If a title defect exists, it is possible that the Company may lose all or part of its interest in the properties to which such defects relate.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
Exploration and Development
Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. Substantial expenses are required to establish reserves by drilling, sampling and other techniques and to design and construct mining and processing facilities. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit (i.e. size, grade, access and proximity to infrastructure), financing costs, the cyclical nature of commodity prices and government regulations (including those relating to prices, taxes, currency controls, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection). The effect of these factors or a combination thereof cannot be accurately predicted but could have an adverse impact on the Company.
Competition
The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial and technical resources. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.
Dependence on Key Personnel
The success of the Company is currently largely dependent on the performance of the directors and officers. There is no assurance that the Company will be able to maintain the services of the directors and officers, or other qualified personnel required to operate its business. The loss of the services of these persons could have a material adverse effect on the Company and the prospects.
Future Financings
The Company's continued operation will be dependent upon the ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained on acceptable terms. Failure to obtain additional financing on a timely basis may cause the Company to postpone development plans, forfeit rights in some or all of the properties or joint ventures, or reduce or terminate some or all of the operations.
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.
Management recognizes its responsibility for conducting the Company's affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.
The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments measured at fair value are classified in a fair value hierarchy based on the inputs used to determine fair values.
The levels of the fair value hierarchy are as follows:
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.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
As of June 30, 2025, and June 30, 2024, the Company’s financial instruments were comprised of cash, receivables, accounts payable and accrued liabilities, promissory note payable, and subscriptions received and approximate fair value due to their short-term to maturity. The Company’s non – current note payable approximates fair value due to the existence of market related interest rates on the instrument.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
(a) Currency risk
The Company is subject to risk due to fluctuations in the exchange rates for the Canadian dollars as well as the Colombian Peso. The Company does not manage currency risk through hedging or other currency management tools. As at June 30, 2025 and June 30, 2024, the Company has cash denominated in CAD dollars and Colombian Pesos. A 10% fluctuation in either exchange rate against the Canadian dollar would not have a significant impact on comprehensive loss.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s maximum exposure to credit risk consists of the balance of cash, and receivables at June 30, 2025. The cash is held in a large Canadian financial institution. Risk associated with receivables is considered insignificant as this is Goods and Services Tax (“GST”) due from the Canadian Government.
(c) Liquidity risk
The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investment and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As of June 30, 2025, the Company had a cash balance of $49,944 (June 30, 2024 - $99,455) to settle current and future liabilities and as such, is exposed to significant liquidity risk.
(d) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.
(e) Price risk
The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.
CAPITAL MANAGEMENT
The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financing to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
The Company is not exposed to any external capital requirements. There were no changes in the Company's approach to capital management during the years ended June 30, 2025 and 2024.
This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.
LEGAL PROCEEDINGS
As at the current date management was not aware of any legal proceedings involving the Company.
OUTSTANDING SHARE DATA (as further described in Notes 7 and 13 to the financial statements.)
- Common shares:
- As at June 30, 2025, the Company has 50,756,805 common shares outstanding.
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As at the current date, the Company has 60,430,328 common shares outstanding.
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Warrants:
- As at June 30, 2025, the Company has 2,962,876 warrants outstanding.
- As at June 30, 2025, the Company has 55,000 finder’s warrants outstanding.
- As at the current date, the Company has 7,462,551 warrants outstanding
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As at the current date, the Company has 586,500 finder’s warrants outstanding.
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Stock options:
- As at June 30, 2025, the Company has 3,890,000 stock options outstanding.
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As at the current date, the Company has 5,448,606 stock options outstanding.
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RSU’s:
- As at June 30, 2025, and the current date the Company has 900,000 vested RSU’s.
- As at the current date, the Company has granted 1,350,000 vested RSU’s.
COMMITMENTS
On April 1, 2024, the Company entered into a Non-Executive Advisory Agreement for services including the identification, negotiation, and acquisition of prospective mineral properties and provision of strategic financial advice. The agreement is for a term of 12 months.
In connection with the Non-Executive Advisory Agreement, the Company issued 1,000,000 common shares with a grant date fair value of $355,000 which were recorded as a prepaid expense and are amortized over the term of the agreement. In addition, the Company will pay a 10% finder’s fee for any transaction introduced to the Company by the advisor and closed by the Company, or a 5% finder’s fee for any transaction not introduced by the advisor but that the advisor was instrumental in the negotiation of closing. The Company paid $11,000 in cash and issued 55,000 warrants as a result of this agreement during the year.
NATBRIDGE RESOURCES LTD.
(FORMERLY GREAT EAGLE GOLD CORP.)
MANAGEMENT DISCUSSION AND ANALYSIS
JUNE 30, 2025
SIGNIFICANT AGREEMENT
On January 9, 2025, the Company announced that it entered into a collaborative business development agreement, with NatGold Digital Ltd. ("NatGold"), a company that plans to tokenize in-ground gold resources with NI 43-101 compliant reports, creating NatGold tokens. Pursuant to the agreement, the Company will supply certain qualifying mineral rights titles containing in-ground gold resources with NI 43-101 compliant reports for tokenization. The Company is granted the exclusive right to supply sufficient qualifying mineral rights titles containing in-ground gold resources with NI 43-101 compliant reports to NatGold Digital Ltd. to enable the creation of the first 2.5 million NatGold Tokens. Total consideration includes the issuance of 5 million shares based on achievement of certain milestones as described below:
- The Company will issue 2.5 million restricted common shares to NatGold Digital Ltd within 30 days of the Company successfully tokenizing its first qualifying mineral rights title with Natgold Digital Ltd.
- The Company will issue an additional 2.5 million restricted common shares to NatGold within 30 days of successfully tokenizing sufficient qualifying mineral rights titles to mint a total of 2.5 million NatGold Tokens provided the minting of the 2.5 million tokens is completed within 12 months of the effective date of the agreement.
Upon tokenization of the first 2.5 million Natgold Tokens of which the Company has exclusive right to supply under this agreement, the Company shall have priority queuing rights for a period of five (5) years from the date of the agreement.
Share issuances are subject to regulatory approval Canadian Securities Exchange acceptance. As at June 30, 2025, the milestones of the subject agreement have not been achieved, and accordingly, no shares have been issued as a result of this agreement.
SUBSEQUENT EVENTS
Subsequent to the year ended June 30, 2025, the Company had the following transactions:
- Effective July 7, the Company issued 1,600,000 RSU’s to certain officer’s and or directors, and a former director, vesting on grant date. The settlement date of 250,000 RSU’s in this grant was extended from September 10, 2025 to November 10, 2025.
- Effective July 7, the Company issued 850,000 stock options priced at $0.27 and valid to July 7, 2030 to certain officer’s and or directors, and a former director of the Company. Pursuant to the terms of the stock option plan, 100,000 of the subject options were cancelled.
- On July 15, 2025, the Company closed a non-brokered private placement issuing 8,999,350 units priced at $0.20 per unit, for gross proceeds of up to $1,799,870. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.30 per share for a period of twelve months from the closing date. In connection to the financing the company issued 78,000 finders shares and 531,500 finders warrants at $0.30 expiring July 15, 2026.
- On July 17, 2025, the Company issued 146,173 shares priced at 0.2025 in settlement of debt.
- On July 22, 2025, the Company issued 450,000 shares in settlement of RSU’s, which vested on March 17, 2026. at $0.51.
- On August 29, 2025, 450,000 RSU’s that had vested on March 17, 2026 were cancelled.
- On October 22, 2025, the Company granted 808,606 stock options exercisable at $0.26 expiring October 21, 2030 to certain directors and or officers of the Company.
- On October 17, 2025, the Company entered into a mineral property acquisition agreement (“the Agreement”) with a third party to acquire a 100% interest in certain mineral rights located in Imperial Country, California, USA. The purchase price will not exceed $2,755,056:
- $50,000, which was paid on execution of the LOI
- $277,506, payable within two months of execution of the Agreement
- $2,427,550, payable within 30 days of the tokenization event.