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NevGold Corp. Management Reports 2025
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Management Reports
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NEVGOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Six Months Ended June 30, 2025
INTRODUCTION
This Management’s Discussion and Analysis (“MD&A”) of Nevgold Corp. (“the Company” or “Nevgold” or “the Corporation”), has been prepared by management as of August 27, 2025, unless otherwise noted. The following discussion of performance, financial condition and outlook should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”); and the unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025. All dollar references are to Canadian dollars ($) except where otherwise may be indicated.
Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca under the profile of the Company.
Mr. Greg French, CPG, is the non-independent Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects, and approved all scientific and technical information in this MD&A. Mr. French is the Vice President Exploration of the Company. Mr. Greg Mosher, P.Geo. is an independent Qualified Person who authored updated Technical Reports for Nutmeg Mountain and Limousine Butte. These reports were filed on SEDAR+ in August 2023.
Readers are cautioned that this MD&A contains forward-looking statements and that actual results may vary from management’s expectations. See “Forward-Looking Statements” at the end of this MD&A and the various risk factors and other matters discussed in the Company’s public disclosure at www.sedarplus.ca.
DESCRIPTION OF THE BUSINESS
The Company was formed on June 23, 2021 by a business combination of Silver Mountain Mines Inc. (“SMM”) and Nevgold BC Holding Inc. (“Nevgold BC”). The business combination was considered a reverse-take-over (“RTO”) whereby SMM was the legal parent and Nevgold BC considered the acquirer. After the Transaction, SMM has changed its name to Nevgold Corp.
Nevgold’s principal business activity is the exploration and development of its mineral properties (see Figure 1) including:
- the Limousine Butte (gold-antimony) and Cedar Wash (gold) properties in Nevada, USA;
- the Nutmeg Mountain Gold Project in Idaho;
- the Zeus Copper Project in Idaho (see April 4 and April 18, 2024 News Releases); and
- a BC-focused exploration subsidiary, majority-owned by Nevgold, holding the Ptarmigan polymetallic property in BC;
Nevgold Corp. MD&A for the Six Months ended June 30, 2025 - Page 1
Figure 1. Location of US Properties
REVIEW, RECENT DEVELOPMENTS AND OUTLOOK
August 27, 2025 Transaction of 5,000,000 shares of Nevgold from GoldMining Inc.
On August 27, 2025 Nevgold completed a transaction (the “Transaction”) whereby 5,000,000 shares of Nevgold were sold from GoldMining Inc (“GoldMining”) to a group of institutional investors. Prior to the Transaction, GoldMining held, and had control and direction over, 24,068,350 common shares of the Company representing 21.1% of the Company’s outstanding common shares. On completion of the Transaction, GoldMining holds, and has control and direction over, 19,073,350 common shares, representing approximately 16.7% of the Company’s outstanding common shares. As part of the Transaction, GoldMining has agreed to a Standstill Agreement (“Standstill”) prohibiting GoldMining or its affiliates from otherwise selling, transferring or disposing of Nevgold Shares for 18 months through open market transactions.
May 2025 Brokered Private Placement Financing
On May 29, 2025, the Company received gross proceeds of $6,000,000 with the issuance of 20,000,000 units at a price of $0.30 per unit. Each unit is comprised of 20,000,000 common shares and 10,000,000 warrants (the “Offering”). The Offering was conducted pursuant to the terms of an agency agreement between the Company and Clarus Securities Inc. (the “Agent”). Each warrant entitles the holder to purchase one common share at an exercise price of $0.45 for 24 months following the completion of the Offering on May 29, 2025. The Company has applied residual method and allocated $Nil for the issuance of 10,000,000 warrants to the Company’s reserve.
In connection with the Offering, the Agents received a cash commission of $339,669 and 1,132,229 non-transferable compensation options on the gross proceeds of the Offering, other than with respect to purchasers on the Company’s president’s list. The Company also paid a cash finder’s fee of $42,000 and issued 140,000 compensation options to an arm’s length finder as consideration for locating certain purchasers on the Company’s president’s list. The number of compensation options issued is $1,272,229 and has a fair value of $234,472.
The Company intends to use the net proceeds of the Offering for advancing its Limousine Butte gold-antimony project (Nevada), Nutmeg Mountain gold project (Idaho), working capital and general corporate purposes.
Nevgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
Newgold Corp. MD&A for the Six Months ended June 30, 2025 - Page 3
Grant of Stock Option
On June 12, 2025, the Company granted 2,600,000 stock options to directors, officers and consultants of the Company. Each option has an exercise price of $0.33 per share at varying expiry dates between June 12, 2027 and June 12, 2030. Options granted to officers and directors vested immediately and 400,000 options granted to investor services providers vest 25% every three months following the date of grant over a 12-month period.
Exercise of the Nutmeg Mountain Option Agreement
On July 4, 2022 Newgold closed an option and financing agreement (“Nutmeg Option Agreement”) with GoldMining Inc. (“GMI”) relating to the acquisition of the Nutmeg Mountain Gold Project (“Nutmeg Mountain”) in Idaho (the “Nutmeg Option”).
During 2022 and 2023, Newgold fulfilled all of the expenditure and share issuance conditions of the Nutmeg Option and exercised the purchase option on January 28, 2024. These conditions included the issuance of 22,212,569 Newgold shares with a value of $9 million and expenditures of $2.25 million on Nutmeg Mountain. In addition, during 2022 GMI subscribed for a total of 4,457,681 shares of Newgold through private placements with proceeds of $2,250,000.
Newgold now controls 100% of Nutmeg Mountain subject only to:
-
a schedule of future success-based contingent payments totalling $7.5 million to GMI, payable in cash or shares at the election of Newgold as to:
a) $0.5 million on completion of a Preliminary Economic Assessment on the Project;
b) $2.5 million on completion of a Preliminary Feasibility Study on the Project; and
c) $4.5 million on completion of a Feasibility Study on the Project -
An Investor Rights Agreement with GMI with customary rights including pre-emptive equity participation rights and a right to appoint a Board member;
-
A 0.5% Net Smelter Return royalty on the property.
Nutmeg Mountain Gold Project Drilling
On April 15, June 22 and November 30, 2023, Newgold announced drill results intercepted from surface at the Nutmeg Mountain gold project in Idaho. Further information on Nutmeg is disclosed under “Exploration and Evaluation Assets” including a new Mineral Resource Estimate.
Zeus Copper Project, Idaho (“Zeus”)
In early October 2023, Hercules Silver (now Hercules Metals) (TSXV: BIG) (“Hercules”) announced a copper porphyry discovery at their project located in Idaho approximately 45 kilometers north of Nutmeg Mountain. Subsequently, in November 2023, Barrick Gold Corporation (TSX:ABX, NYSE:GOLD, “Barrick”) invested approximately $30 million to acquire a total equity position in Hercules of approximately 15%.
Newgold, with its geological team’s knowledge of the area derived from its ownership of Nutmeg Mountain, strategically staked approximately 2,000 hectares (4,900 acres) of geologically-prospective ground 20 kilometers southwest of the Hercules discovery, which has been named the “Zeus Copper Project”. Zeus is approximately 40 kilometers northwest of the Nutmeg Mountain gold project. (See Figure 2 below).
On March 12th, 2025 the Company announced results from its recent geochemical soil sampling program at Zeus. A total of 628 soil samples were collected which defined two new targets:
- a 2.4 km copper-gold-molybdenum soil anomaly at the Poseidon Target, and
- a 1.0 km copper-gold-molybdenum soil anomaly at the Thorn Springs Target
On March 20th, 2025 the Company announced that it has staked a further 147 claims totalling approximately 1,000 hectares or 10 square kilometers, with strong geological prospectivity at Zeus. The project now covers 392 claims, or approximately 2,900 hectares or 29 square kilometers.
Limousine Butte, Nevada
At the Limousine Butte (“Limo Butte”) gold-antimony project, an Exploration Plan of Operations (“EPO”) was filed with the Bureau of Land Management (the “BLM”) and was recently approved (see November 27, 2024 News Releasee). The EPO required important environmental baseline and cultural studies completed during the 2022 field season. The results
from these studies indicate that Limo Butte is in an area with low risk of having significant impact on environmental or cultural resources. The completed studies can also be leveraged in future development stages as the project is advanced.
In 2025 News Releases (February to today), the Company announced the discovery of significant levels of antimony in historic surface rock chip samples and historic drill holes. Nevgold plans to re-evaluate historical drilling at Limo Butte, focusing on the antimony potential. Most of the historical drilling at Limo Butte was not analyzed for antimony.
In the July 23, 2025 News Release, the company announced positive antimony metallurgical testwork results from drill core and surface oxide gold-antimony samples. The results from an "acid leaching" process indicated antimony extraction recovery up to 92%; and a test using "sulfidized flotation" indicated antimony recoveries up to 78%. Acid leaching and sulfidized flotation will be advanced into the next stage of metallurgical testing and trade-off engineering studies. Two composite samples of over 20-kilograms, consisting of both drill core and surface samples, were used for testwork outlining a representative sample of the oxide gold-antimony mineralization at the Project.
Antimony recovery has minimal to no impact on the gold recovery in a potential combined gold-antimony mine scenario. It is anticipated that after antimony is recovered, the remaining gold-bearing mined material would be sent to the heap leach for gold recovery from leach solutions as per previous mining operations at the site.
Antimony (symbol: Sb) is identified as a "Critical Mineral" in the United States that is essential for national security, clean energy, and technology applications, yet no USA domestically-mined supply currently exists. Currently approximately 90% of global antimony supply is produced by China, Russia, and Tajikistan creating global supply chain concerns.
Exploration Activities
Nutmeg Mountain, Idaho
At Nutmeg Mountain, Idaho, the Company SEDAR-filed an initial Mineral Resource Estimate ("MRE") in August 2023 (see Nutmeg Mountain Mineral Resource Estimate below). Nutmeg Mountain had not been drilled since 2012, and after completing a robust surface mapping and core re-logging program on the plus 70,000 meters of historical drilling in 2H-2022, the Company identified a number of untested exploration targets. Assays from the Phase I (1H-2023) drill program at Nutmeg Mountain were received and announced in April and June of 2023.
Zeus Copper Project, Idaho
During the first quarter of 2024, Nevgold finalized the location of approximately 2,000 hectares (20 sq km) of mineral claims in the Zeus area (Figure 2). This area is located 20 km southwest of the Hercules Silver copper porphyry discovery in an area that has similar geology to the Hercules Project. The Nevgold team encountered surface copper mineralization during staking. A surface geochemical sampling program was completed in the third quarter of 2024 with sample results released on January 20, 2025. Additional claims were added in Q1 2025 and surface sampling identified two new target areas (see Recent Developments above).
Outlook for 2025
At Limousine Butte, with the recent receipt of a BLM Record of Decision on our Plan of Operations, additional drilling is planned at the Resurrection Ridge and Cadillac Valley target areas in 2025. The newly-realized existence of antimony will focus attention on re-assaying drill core and testing other areas of the property for gold-antimony. An initial Mineral Resource Estimate ("MRE") is planned in 2025.
At Nutmeg, the focus is on completing a robust metallurgical testwork program in 2025. Subject to metallurgical testwork results, the Company plans to complete further drilling to expand mineralization with the objective of increasing the size of the mineral resource. An updated MRE is planned in 2025.
At Zeus, additional exploration is planned for 2025 to include further surface mapping, soil and rock chip sampling. The Company also plans on completing an initial Induced Polarization (IP) geophysical survey to identify drill targets followed by drilling as warranted.
The Cedar Wash property in southeast Nevada has been put on pause with focus on the other projects. The property is located in SE Nevada approximately 20km west of Liberty Gold's Goldstrike gold-antimony project in Utah.
The Ptarmigan silver-copper property in the southeast BC is held by 141 BC, a partially-owned Nevgold subsidiary, The plan is to continue permitting to allow further exploration and to spin out this entity when market conditions are favourable.
Nevgold Corp. MD&A for the Six Months ended June 30, 2025 - Page 4
Figure 2. Zeus Copper Project Location
Limousine Butte
At Limousine Butte in Nevada (Figure 3), the Company SEDAR-filed an updated NI 43-101 Technical Report in August 2023. As previously mentioned, an Exploration Plan of Operations ("EPO") was recently approved by the BLM. The EPO significantly increases the disturbance allowed for exploration: the Limo Butte Project previously had an aggregate 15 acres of disturbance under approved Exploration Notice permits. The approved EPO expands the allowed disturbance up to 200 acres and permits increased drill programs including resources infill and exploration drilling.
In 2023 the geological model at Limousine Butte was updated to incorporate the 2022 drill results. The successful 2022 drill program identified numerous drill targets with the potential to infill and expand the mineralized footprints at Resurrection Ridge and Cadillac Valley to advance to a potential resource estimate. Additionally, exciting new exploration targets have been identified in untested parts of the Project not previously accessible under the Exploration Notice permits.
The Limousine Butte area has also seen an increase in new claim staking by Freeport-McMoran (NYSE:FCX, "Freeport") through the Butte Valley earn-in agreement. Butte Valley is considered a deep porphyry copper deposit. The new additional claim staking occurred on the western boundary of Limousine Butte, and can be seen in Figure 3.
Adjacent to the southwest of Limo Butte, Ridgeline Minerals (RDG (TSX-V) has optioned their Selena project to South32, and to the northeast, Centerra Gold has optioned the Cherry Creek property from Viscount Mining (TSXV VML).
Newgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
Figure 3. Limousine Butte Property and Nearby Activity
In News Releases over February-June, the Company announced the discovery of significant levels of antimony in historic surface rock chip samples and historic drill holes. Nevgold plans to re-evaluate and re-assay historical drilling at Limo Butte, focusing on the presence of antimony. Most of the historical drilling was not analyzed for antimony. Additional drilling and metallurgical work is planned for 2025.
Nevgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
CORPORATE STRUCTURE
As at the date of this report, the organization chart of the Company is shown in Figure 4 below:
Figure 4. Corporate Structure Including Subco (141 BC)
EXPLORATION AND EVALUATION ASSETS
Nevgold’s US exploration assets are located in Nevada and Idaho (
Newgold Corp. MD&A for the Six Months ended June 30, 2025 - Page |7
Figure 1).
Nevada Properties
The Limousine Butte and Cedar Wash Properties (collectively the "Nevada Properties") were acquired from McEwen Mining under an asset purchase agreement ("McEwen Agreement") in 2021. All terms and conditions of the McEwen Agreement have been fulfilled and the Company owns 100% of the Nevada Properties.
Limousine Butte
The Limousine Butte Property is located in east-central Nevada approximately 105 kilometers north of Ely, Nevada (see Figure 1 above) and encompasses approximately 6,650 hectares.
The project had historical production of approximately 100,000 ounces of gold from the Golden Butte pit in the 1989 to 1990 period, and has historical drilling totalling approximately 900 holes and 120,000 meters. There are many identified advanced exploration targets within the large, consolidated land package.
Further technical information relating to the Limousine Butte Property is described in an updated Technical Report developed in accordance with NI 43-101 and filed on SEDAR+ on August 17, 2023.
Nevgold completed drilling at Limousine Butte in 2022 focused on the Resurrection Ridge and Cadillac Valley target areas (see Figure 5). The positive drill results from these two target areas are outlined in Figure 6 to Figure 8 below.
Additional details relating to the geology and interpretation of the drill results above are contained in the associated news releases filed on SEDAR. Nevgold's Qualified Person is of the opinion that the drilling conducted by Nevgold was conducted in accordance with current industry norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards and transportation to an industry-accredited lab facility in Nevada.
As disclosed earlier in News Releases dated February 20 and 27th, and March 26th 2025, Limousine Butte also hosts significant occurrences of antimony in historic surface rock chip samples and historic drill holes. Nevgold plans to re-evaluate and re-assay historical drilling at Limo Butte, focusing on the presence of antimony. Most of the historical drilling was not analyzed for antimony although in early reports indicated that the property had been staked for its antimony potential prior to being open pit mined for gold.
Nevgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
Figure 5. Limousine Butte Project Boundary and Gold Exploration Areas
Figure 6. Limo Butte - Resurrection Ridge: Cross Section Looking North-Northwest
Newgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
Figure 7. Limo Butte - Resurrection Ridge: Long Section Looking Northwest
Figure 8. Limo Butte -Cadillac Valley Long Section Looking West
Limousine Butte Antimony
Extensive gold-antimony mineralization exists at Limousine Butte. Multiple zones, including Resurrection Ridge and Cadillac Valley, demonstrate significant potential across a large, open mineralized footprint. All areas at the Project with gold-antimony potential are permitted and ready to drill under the Limo Butte Plan of Operations approved in November-2024 (NevGold News Release November 27, 2024). Near-surface, gold-antimony historical drillholes completed by Newmont Corporation include:
- LIM-40: 4.07 g/t AuEq over 54.9 meters (1.20 g/t Au and 0.64% Sb), including 6.60 g/t AuEq over 12.2 meters (2.12 g/t Au and +1% Sb)
- LIM-45: 3.02 g/t AuEq over 36.6 meters (1.23 g/t Au and 0.40% Sb), including 4.83 g/t AuEq over 12.2 meters (0.35 g/t Au and +1% Sb)
-
LIM-48: 2.61 g/t AuEq over 61.0 meters (0.77 g/t Au and 0.41% Sb), including 3.82 g/t AuEq over 24.4 meters (0.37 g/t Au and 0.77% Sb)
-
Note: Gold equivalents ("AuEq") are based on assumed metals prices of US$2,000/oz of gold and US$35,000 per tonne of antimony (~30% discount to current spot prices); and assumed metals recoveries of 85% for gold and 70% for antimony
- See also News Releases dated February 20 and 27th, and March 26th 2025
Newgold Corp. MD&A for the Six Months ended June 30, 2025 - Page
Historical drilling had an upper detection limit of 1% Sb but many drill intervals exceeded the limit. Historical small-scale antimony mining at the Nevada Antimony Mine and Lage Antimony Prospect has been identified at Limo Butte (see Figures below).
Figure 9. Limousine Butte Location of Selected Historical Antimony Assays
Figure 10. Limousine Butte Gold-Antimony Project Cross-section with selected gold-antimony historical drillholes.
MD&A of Newgold for the Six-month ended June 30, 2025 - Page
In Figure 10, the thin colored discs show Antimony (Sb ppm) in drilling, and wide colored discs show Gold (Au ppm) in drilling.
Nutmeg Mountain Gold Project, Idaho (see also the earlier section Highlights, Recent Developments)
In January 2024, the Company exercised its option to acquire $100\%$ of the Nutmeg Mountain Gold Project, formerly called Almaden (see the section "Corporate Update"). On August 17, 2023, the Company SEDAR+ filed an NI 43-101 Technical Report ("Nutmeg Report") on Nutmeg Mountain. The Nutmeg Report incorporated the 2023 drill results and stated an initial Mineral Resource Estimate ("MRE").
The Nutmeg Mountain property comprises 1,724 hectares of Federal unpatented mining claims, 12 patented claims and two leases of private land. Historical exploration includes 934 drill holes totalling 70,234 meters, primarily on the patented claims. Nutmeg Mountain is located 20 kilometers east of the town of Weiser, Idaho, which is the operational hub for the Company.
Based on the best information available, Greg Mosher, P.Geo., author of the 2023 Nutmeg Technical Report is of the opinion that the historical and current Nutmeg drilling was conducted in accordance with current industry best practices, norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards and transportation to an industry-accredited lab facility.
Nutmeg Mountain 2023 Mineral Resource Estimate
The Nutmeg Mountain Mineral Resource Estimate below is extracted from a Technical Report, dated July 10, 2023, completed in accordance with NI 43-101 and filed on SEDAR+.
Table 1. Nutmeg Mountain 2023 Mineral Resource Estimate (see Notes below)
| Classification | Cutoff Grade Au g/tonne | Tonnes | Gold Grade g/tonne | Ounces Gold |
|---|---|---|---|---|
| Indicated | 0.30 | 51,660,000 | 0.61 | 1,006,000 |
| Inferred | 0.30 | 17,860,000 | 0.48 | 275,000 |
Notes:
- Effective date of this mineral resource estimate is July 10, 2023.
- All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101. Mineral Resource Statement prepared by Greg Mosher, P. Geo (Global Mineral Resource Services, "GMRS") in accordance with NI 43-101.
- Mineral Resources reported demonstrate a reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The Mineral Resources may be materially affected by environmental, permitting, legal, marketing, and other relevant issues.
- Mineral Resources are reported at a cut-off grade of $0.30\mathrm{g / t}$ Au for an open-pit mining scenario. Cut-off grades are based on a price of US$1750/oz gold, and a number of operating cost and recovery assumptions, including a reasonable contingency factor. Metallurgical recoveries of $80\%$ were used. Densities based on lithology were assigned.
- Ounce (troy) = metric tonnes x grade / 31.10348. All numbers have been rounded to reflect the relative accuracy of the estimate.
- The quantity and grade of reported Inferred Resources are uncertain in nature and there has not been sufficient work to define these Inferred Resources as Indicated or Measured Resources. It is reasonably expected that many of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
- Tonnages and ounces in the tables are rounded to the nearest thousand and hundred, respectively. Numbers may not total due to rounding.
MD&A of Newgold for the Six-month ended June 30, 2025 - Page
Figure 11. Nutmeg Mountain Mineral Resource Estimate – cross section looking north through the MRE block model with all blocks with all blocks above a $0.10\mathrm{g / t}$ Au cut-off and US$1750/oz pit-shell used in the MRE.
Zeus Copper Project
On April 4, 2024 Nevgold Corp announced that it had staked approximately 20 square kilometers (approximately 2,000 hectares, or 4,900 acres) contiguous to mineral claims held by Hercules Silver Corp. within the emerging Hercules Copper Trend of southwestern Idaho. The Zeus Copper Project ("Zeus" or the "Project") is located approximately 20 kilometres southwest of the copper porphyry discovery made by Hercules. Subsequent to the Hercules copper porphyry discovery, Barrick Gold Corp. invested approximately $30 million for an approximate 15% equity stake in Hercules.
The Zeus Copper Project covers some of the most prospective ground in the Hercules Copper Trend. Zeus is located immediately adjacent to the north, east, and south of Hercules' Mineral Project (see Figure 12) which is viewed as having the same geological potential as the Hercules copper porphyry discovery. This area of Idaho, named the "Mineral District", was a significant historical copper producer that supported a smelting operation and hosts numerous historical mine workings.
The geological mapping compiled by the United States Geological Survey ("USGS") indicates that the Zeus Project is underlain by the same geology encountered at the Hercules Project. Numerous examples of copper mineralization and copper porphyry alteration signatures were encountered by Nevgold's geologists during the recent staking campaign.
MD&A of Nevgold for the Six-month ended June 30, 2025 - Page
Figure 12. Zeus Project Location and Claims
Both the Hercules Project and Zeus Project projects exhibit the same host rocks including the Olds Ferry terrane rocks of the Upper Huntington Formation, including the Hercules Rhyolite, as well as rocks of the Lower Huntington Formation (Seven Devils equivalent) which were intruded by Triassic aged plutons and are a likely host to copper porphyry mineralization. Additionally, both projects have significant amounts of Izee terrane rocks of the Weatherby Formation, which are post-mineral and could conceal a copper porphyry deposit.
Figure 13 below highlights that both the Hercules Project and Zeus Project contain the Hercules Rhyolite (light blue) and other Olds Ferry terrane rocks along with Triassic plutons (brown), which have been identified as important factors in the formation and preservation of potential copper porphyry deposits in the district.
MD&A of Newgold for the Six-month ended June 30, 2025 - Page
Figure 13. Side by Side of Hercules Project and Zeus Project Geology. Maps compiled by Nevgold geology team. Modified from (Henricksen, 1974), (Fankhauser, 1968), (Skurla, 1974), (Lund, 2021), (Adair, 1985).
General Review, Update and Exploration Plans
Following establishment of the Company in 2021 key geological staff were hired and a Reno office was established that year.
At Limousine Butte:
- BLM positive Record of Decision received Q3 2024 for the EPO
- Reanalysis of existing drill core for antimony and further exploration for this "critical mineral"
In 2025, a Phase II drill program is planned and a new gold-antimony Mineral Resource Estimate - Metallurgical testwork on gold-antimony recovery scenarios is ongoing
At Nutmeg Mountain:
- January-2023 approval of an Exploration Notice for the federal Bureau of Land Management ("BLM") claims at the project surrounding the patented mining claims;
1H-2023 Phase I drill program
Completion of the initial MRE in August-2023 - Metallurgical testwork program is ongoing in 2025
- Updated Mineral Resource Estimate in 2025
At the Zeus Copper Project:
Geological database review;
Geological mapping;
- Comprehensive surface geochemical sampling completed in 2024
Geophysics such as magnetics, gravity EM (CSAMT or IP) in 2025
MD&A of Nevgold for the Six-month ended June 30, 2025 - Page
At Cedar Wash:
- Work programs at Cedar Wash were paused due to our priority focus on Limo Butte and our Idaho projects.
Continuity of Newgold's Exploration and Evaluation Assets
| Ptarmigan BC, Canada | Option Project BC, Canada | Cedar Wash Nevada, USA | Limo Nevada, USA | Zeus Idaho, USA | Nutmeg Idaho, USA | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | |
| December 31, 2023 | 3,376,679 | 581,924 | 1,777,832 | 7,791,171 | - | 8,264,088 | 21,791,694 |
| Effect of change of foreign exchange | - | - | 155,624 | 674,217 | - | 617,762 | 1,447,603 |
| Acquisition and permit maintenance of mineral | - | - | 74,998 | 318,789 | 438,834 | 3,260,705 | 4,093,326 |
| Drilling | - | - | - | - | - | 239,303 | 239,303 |
| Exploration | 10,561 | 9,200 | 18,708 | 84,746 | 106,658 | 41,244 | 271,117 |
| Geo analysis | - | - | - | 19,317 | 10,864 | 14,633 | 44,814 |
| Technical Staff | - | - | - | 247,906 | - | 251,467 | 499,373 |
| Impairment | - | (591,124) | - | - | - | - | (591,124) |
| December 31, 2024 | 3,387,240 | - | 2,027,162 | 9,136,146 | 556,356 | 12,689,202 | 27,796,106 |
| Effect of change of foreign exchange | - | - | (100,615) | (444,337) | (2,233) | (475,274) | (1,022,459) |
| Acquisition and maintenance of mineral properties | - | - | 1,675 | 64,646 | 12,777 | 24,547 | 103,645 |
| Drilling | - | - | - | 76,143 | - | 123,604 | 199,747 |
| Exploration | - | - | (10,561) | (5,816) | 23,971 | 15,968 | 23,562 |
| Geo analysis | - | - | - | 3,144 | 30,000 | 6,848 | 39,992 |
| Technical Staff | - | - | - | 162,132 | - | 112,802 | 274,934 |
| Total | 3,387,240 | - | 1,917,661 | 8,992,058 | 620,871 | 12,497,697 | 27,415,527 |
SELECTED QUARTERLY INFORMATION
| Quarter Ended | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 |
|---|---|---|---|---|
| Total Revenue | - | - | - | - |
| Net Loss attrib. to Newgold | ($1,983,755) | ($419,990) | ($1,755,747) | ($804,883) |
| Loss Per Share, Basic & Diluted | ($0.02) | ($0.00) | ($0.02) | ($0.01) |
| Quarter Ended | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 |
| --- | --- | --- | --- | --- |
| Total Revenue | - | - | - | - |
| Net Loss attrib. to Newgold | ($692,128) | ($412,189) | ($1,281,314) | ($344,366) |
| Loss Per Share, Basic & Diluted | ($0.01) | ($0.00) | ($0.02) | ($0.00) |
MD&A of Newgold for the Six-month ended June 30, 2025 - Page 16
The Company’s quarterly results are not seasonal in nature, and are affected by various incident events like grant of stock option, impairment of exploration properties, and settlement of payables.
RESULTS OF OPERATIONS
| Six months ended June 30, | 2025 | 2024 |
|---|---|---|
| $ | $ | |
| Accretion | 278,295 | 7,587 |
| Business development (i) | 1,027,488 | 325,997 |
| Consulting fees and salaries (ii) | 275,500 | 3,610 |
| Depreciation | 35,393 | 34,180 |
| Occupancy, administrative, and general expenses | 39,588 | 91,493 |
| Transfer agents and listing fees | 73,941 | 37,896 |
| Professional fees | 127,741 | 17,679 |
| Share-based compensation | 515,799 | - |
| Loss before the following items: | (2,373,745) | (518,442) |
| Impairment on mineral properties | - | (591,124) |
| Interest income | - | 5,249 |
| Flow through share expenses | (30,000) | - |
| Net loss | (2,403,745) | (1,104,317) |
| Three months ended June 30, | 2025 | 2024 |
| $ | $ | |
| Accretion | 141,888 | 3,645 |
| Business development(i) | 963,118 | 160,731 |
| Consulting fees and salaries (ii) | 169,250 | (126,640) |
| Depreciation | 17,387 | 17,093 |
| Occupancy, administrative, and general expenses | 19,741 | 47,813 |
| Transfer agents and listing fees | 55,164 | (1,725) |
| Professional fees | 104,094 | 1,289 |
| Share-based compensation | 501,113 | - |
| Loss before the following items: | (1,971,755) | (102,206) |
| Impairment on mineral properties | - | (591,124) |
| Interest income | - | 1,202 |
| Flow through share expenses | (12,000) | - |
| Net loss | (1,983,755) | (692,128) |
(i) The Company’s business development expenses comprise expenses incurred to elevate company awareness with investors and broaden the Company’s investor base. These expenditures fluctuate from time to time depends on the Company’s business.
(ii) The Company’s consulting fees and salaries include consulting fees charged by the Company’s officers and directors, as well as salaries paid to technical and administrative staff hired by the Company’s subsidiary located in Nevada. These expenditures fluctuate from time to time and depend on the Company’s business activities.
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LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 2025, the Company used $2,089,748 (2024 - $907,998) in its operating activities.
As at June 30, 2025, the Company’s working capital deficiency ($1.36 million) included $3.43 million of current liability* related to the Mercer convertible debt which may be settled by the issuance of the Company’s common shares any time up to August 30, 2026 at the option of Mercer, and a $2.06 million positive working capital from operations
- IFRS Accounting Standards require that the Mercer convertible debt incurred during 2024 be reported as a current liability even though it may be settled in shares.
In addition, the Company is in the process of securing additional equity/long term financing to improve its liquidity and to eliminate its working capital deficiency. While the Company has been able to acquire the required financing in the past, there is no assurance that sufficient future funding will be available on a timely basis or on terms acceptable to the Company.
The Company does not have external restrictions on its capital resources.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have off-balance sheet arrangements.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company’s financial instruments are exposed to several financial and market risks, including credit, interest rate, liquidity, and commodity risks. The Company may, or may not, establish from time-to-time active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of cash flow of its operations would warrant such hedging activities.
Fair value of financial instruments
The fair value hierarchy established by IFRS 13 Fair Value Measurement has three levels to classify the inputs to valuation techniques used to measure fair value described 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 assets or liabilities either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The fair values of the Company’s cash and cash equivalents, receivable, accounts payable and accrued liabilities approximate their carrying value due to their short-term nature. The fair values of the Company’s lease obligations and convertible debenture approximate their carrying values as they accounted for using market rates of interest. The derivative liability – convertible debenture is measured at fair value using Level 2 inputs.
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.
The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents. The Company mitigates its exposure to credit loss associated with cash and cash equivalents by placing its cash and cash equivalents in major financial institutions.
Liquidity risk and fair value hierarchy
Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they fall due or that it will be required to meet them at excessive cost. The Company reviews its working capital position regularly to ensure there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's holdings of cash. The Company's cash and cash equivalents are invested in business accounts, which are available on demand. The Company manages its liquidity risk mainly through raising funds from private placements and amounts from related parties. The Company's accounts payables and accrued liabilities had contractual maturities of less than 45 days and were subject to normal trade terms.
The Company's operating cash requirements are continuously monitored and adjusted as input variables change. As these variables change, liquidity risks may necessitate the need for the Company to pursue equity issuances, obtain project or debt financing, or enter into joint arrangements. There is no assurance that the necessary financing will be available in a timely manner.
Commodity risk
The Company is subject to commodity price risk arising from the fluctuation of metal price beyond the Company's control. The Company may have difficulties to identify and acquire economically viable projects for the Company to invest in if metal prices are depressed for an extended period.
Foreign currency risk
Foreign currency risk is the risk that the fair value of the Company's assets and liabilities will fluctuate due to changes in foreign exchange rates.
The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.
As at June 30, 2025 and December 31, 2024, the Company's exposure to foreign currency risk on its financial instruments is as follows:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Cash | US$65,400 | US$9,176 |
| Accounts payable and accrued liabilities | (338,300) | (713,447) |
| Lease liability | (88,300) | (111,169) |
| Net liabilities denominated in foreign currency | US$(361,200) | US$(815,440) |
| Canadian dollar equivalent | $(492,000) | $(1,173,418) |
A 10% change in the US dollar against the Canadian dollar at June 30, 2025 would have an impact of $49,200 (2024/12/31 - $117,000) to the Company's comprehensive loss.
Interest rate risk
The Company is exposed to the risk that the value of financial instruments will change due to movements in market interest rates. As of June 30, 2025 and December 31, 2024, the Company did not have debt instruments exposed to variable interest rate. The risk is not considered significant.
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Business risks
In the normal course of its mineral exploration business, the Company is exposed to various operational, technical, financial and regulatory risks and uncertainties, many of which are beyond its control and may significantly affect future results. Operations may be unsuccessful or delayed as a result of competition for services, supplies and equipment, mechanical and technical difficulties, the ability to attract and retain employees and contractors on a cost-effective basis, commodity and marketing risk and seasonality.
The Company is exposed to considerable risks and uncertainties including, but not limited to;
- finding mineral resources and reserves on an economical basis;
- uncertainties related to estimating the Company’s mineral resource or mineral reserves should there be such an estimate;
- technical problems which could lead to unsuccessful drilling programs and environmental damage;
- obtaining timely permits and regulatory approvals;
- third party related operational risks including the ability to obtain access to certain properties, access to drilling rigs for exploration, road and other transportation infrastructure;
- adverse factors including climate, geographical and weather conditions and labour disputes;
- regulatory legislation and policies, including the fulfilment of contractual minimum work programs, the compliance with which may require significant expenditures and non-compliance with which may result in fines, penalties, production restrictions, suspensions or revocations of permits and contracts;
- changes to government’s policies, laws and interpretations thereof; and,
- obtaining comprehensive and appropriate insurance coverages at reasonable rates.
SHARE DATA
As of the date of this MD&A, the Company has 114,248,051 common shares; 1,500,000 share purchase warrants, 1,272,229 compensation options, and 10,865,000 stock options outstanding.
RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2025 and 2024 the Company incurred the following transactions with key management members and the directors of the Company:
| Nature | 2025 | 2024 | |
|---|---|---|---|
| $ | $ | ||
| Key management and a close family member | Consulting fees | 143,500 | 163,500 |
| Key management, directors, and a close family | Share-based compensation | 398,400 | - |
| Director (i) | Professional fees | 81,104 | 16,650 |
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As at June 30, 2025 and December 31, 2024, the Company’s accounts payable and accrued liabilities included the following amounts due to related parties:
| Nature | June 30, 2025 | December 31, 2024 | |
|---|---|---|---|
| $ | $ | ||
| Key management and a close family member | Consulting fees | 11,582 | 284,582 |
| EPL | Exploration cost | 35,633 | 35,633 |
| Director (i) | Professional fees | 75,000 | 65,377 |
(i) The professional fees were charged by a law firm of which a director is a partner.
CONTINGENT LIABILITY AND COMMITMENTS
Flow-through exploration expenditures
In connection with the flow-through shares issued in 2022, the Company was required to incur $1,120,000 exploration expenditures on Ptarmigan Property or other BC mineral properties before December 31, 2023 pursuant to the look-back rule in accordance with Canadian income tax regulations. The full required expenditures have not been met as of December 31, 2024. As a result, the Company has accrued $521,759 in contingent flow-through share penalties and obligations for this non-compliance at June 30, 2025 (2024/12/31 - $450,002).
In connection with the flow-through shares issued in 2020, the Company received an assessment from the Canada Revenue Agency. As a result of the assessment, the Company has accrued $41,757 in contingent flow-through share penalties and obligations for this non-compliance at December 31, 2024 (2023 - $Nil).
Net Smelter Royalty
The Company has various royalties on its Limousine Butte Project in Nevada. There is a 2.5% Net Smelter Royalty Agreement (“NSR”) with Franco-Nevada Corporation. On select claims at the project, the Company has a 1% NSR owed to Amselco Minerals Inc., and a 2.5% NSR owed to Teck Resources Limited. As part of the acquisition of Limousine Butte from McEwen, the Company granted a 0.5% NSR to McEwen on a majority of the claims.
As part of the consideration for the acquisition of the Cedar Wash Project in Nevada from McEwen (Note 6), the Company granted a 2.5% NSR to McEwen. The royalty has buydown options of 0.5% for US$500,000, 0.5% for US$500,000, and a final 0.5% for US$750,000. If all buydown options are exercised, the NSR owed to McEwen on Cedar Wash is 1%.
In relation to Nutmeg Mountain gold property, the property is subject to various royalties to the underlying landowners and a 0.5% NSR to Gold Royalty Inc. which was formerly held by GMI.
MATERIAL ACCOUNTING POLICIES
The Company’s material accounting policies are presented in Note 3 of the Company’s annual consolidated financial statements for the year ended December 31, 2024, which is available under the Company’s profile at www.sedarplus.ca. The Company has not adopted new accounting policies since its year ended December 31, 2024.
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CONTROLS AND PROCEDURES
Disclosure controls and procedures ('DC&P') are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ('ICFR') are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. TSXV listed companies are not required to provide representations in filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument MI- 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding absence of misrepresentations and fair disclosures of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Certain of the statements made and information contained herein contain forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements and information that relate to: Nevgold's plans for its Nutmeg Mountain, Limousine Butte, Cedar Wash and Ptarmigan exploration properties; and the Company's exploration plans; the need for additional funding; the ongoing exploration activities and the objectives and results thereof.
Forward-looking statements and information include statements regarding the expectations and beliefs of management. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information should not be read as guarantees of future performance and results. They are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and events to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.
Such risks and uncertainties include, without limitation, those relating to: the state of financial markets and the ability to raise the required capital for the planned exploration programs and corporate expenses; the ability to meet certain financial obligations including spending of the required flowthrough expenditures as required by the rules and regulation applicable to flow-through shares program; history of losses; dilution; loss of any material properties; interest rates increase; global economy; no history of production; future metals price fluctuations; speculative nature of exploration activities; periodic interruptions to exploration, development and mining activities; environmental hazards and liability; industrial accidents; failure of
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processing and mining equipment to perform as expected; labour disputes; supply problems; uncertainty of any future production and cost estimates; the interpretation of drill results and the future estimation of any mineral resources and reserves; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade of mineralization or recovery rates from management's expectations and the difference may be material; legal and regulatory proceedings and community actions; accidents; title matters; regulatory approvals and restrictions; increased costs and physical risks relating to climate change, including extreme weather events, and new or revised regulations relating to climate change; permitting and licensing; volatility of the market price of the Company's securities; insurance; competition; hedging activities; currency fluctuations; loss of key employees; other risks of the mining industry, as well as those risks discussed in this MD&A. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information.
The forward-looking statements and information contained herein are based upon assumptions management believes to be reasonable, including, without limitation: no adverse development in respect of the properties; no material changes to applicable laws; no material adverse change to the price of gold and other metals from current levels; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information and statements are stated as of the date hereof. Nevgold disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding Nevgold's business contained in Nevgold's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important 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 could cause actions, events or results not to be as anticipated, estimated or intended. For more information on Nevgold and the risks and challenges of its business, investors should review Nevgold's filings that are available at www.sedarplus.ca.
Nevgold provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.
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