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Newpath Resources Inc. — Management Reports 2026
Mar 31, 2026
45849_rns_2026-03-31_b3a0209f-1893-48a2-94e6-b6a4addedf12.pdf
Management Reports
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
This Management’s Discussion and Analysis (“MD&A”) relates to the financial condition and results of operations of Newpath Resources Inc. (“Newpath” or the “Company”) together with its subsidiaries as of March 31, 2026 and is intended to supplement and complement the Company’s condensed consolidated interim financial statements for the three and nine months ended January 31, 2026. Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. The Company’s public disclosure documents are available on SEDAR at www.sedarplus.ca. The condensed consolidated interim financial statements and MD&A are presented in Canadian (“CAD”) dollars, except where noted, and have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”). This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as of and for the three and nine months ended January 31, 2026.
FORWARD LOOKING INFORMATION
Certain information set forth in this document includes forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including but not limited to: general economic and business conditions; cash flow projections; currency fluctuations; risks relating to our ability to obtain adequate financing for future activities; the nature of our future activities; and other general market and industry conditions as well as those factors discussed in prior management discussion and analysis, available on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company's actual results, programs and financial position could differ materially from those expressed in or implied by these forward-looking statements and accordingly, no assurance can be given that the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and as such, undue reliance should not be placed on forward-looking statements.
The Company believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and as such forward looking statements contained into this report should not be relied upon. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to assumptions about general business and economic conditions, the availability of financing for the Company, and the ability to identify and secure a quality asset or a business with a view of completing a transaction subject to receipt of shareholder approval and acceptance by regulatory authorities.
The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this MD&A. The Company will update forward-looking statements and information if and when, and to the extent required by applicable securities laws. Readers should not place undue reliance on forward-looking statements. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
OVERVIEW
Newpath Resources Inc. (“Newpath” or the “Company”) is a company incorporated on April 16, 2006, under the Business Corporations Act (British Columbia). The Company is now in the business of acquiring, exploring and evaluating mineral resource properties in Canada.
The Company’s common shares trade on the Canadian Securities Exchange (“CSE”) under the symbol “PATH”. The Company’s head office, registered office and records office is located at Suite 220 - 333 Terminal Avenue, Vancouver, BC, Canada.
The Board of Directors of the Company has approved the disclosure contained in this MD&A.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
GOING CONCERN
The condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business. During the nine months ended January 31, 2026, the Company incurred a net loss of $619,887 and as at January 31, 2026, had an accumulated deficit of $35,975,823. The Company has not generated cash inflows from operations. These conditions cast significant doubt about the Company's ability to continue as a going concern. The ability of the Company to carry out its planned business objectives is dependent on its ability to raise adequate financing from lenders, shareholders and other investors and/or generate profitability and positive cash flow. The condensed consolidated interim financial statements do not give effect to the adjustments that would be necessary should the Company be unable to continue as a going concern and to realize its assets and liquidate its liabilities and commitments at amounts different from those in the accompanying condensed consolidated interim financial statements. Such adjustments could be material.
HIGHLIGHTS AND DEVELOPMENTS
EXPLORATION AND EVALUATION ASSETS
During the nine months ended January 31, 2026, the Company conducted exploration programs on its Orefield and Pat Ann Projects while actively reviewing new Ontario-based projects for exploration. The Company is not exclusively focused on any particular commodity. Rather, management is looking for prospective precious, base and critical mineral projects in Ontario that will not only augment shareholder value, but also align with the Company's collaborative approach with indigenous groups and a consultation first approach.
Orefield Project
On December 7, 2022, the Company entered into an option agreement with arm's length parties to acquire a 100% interest in the Orefield Project which comprises 949 unpatented mineral claims in three separate claim groups (Alpha, Bravo and Charlie) collectively covering an area over approximately 204 square kilometers in northwestern Ontario. It is favorably located, approximately 50 kilometers northeast of Thunder Bay, Northwestern Ontario's critical mineral exploration and mining hub.
Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the mineral property by:
- Paying all staking costs related to the project.
- Issuing an aggregate of 500,000 common shares of the Company to the optionors on execution of the agreement. These shares were issued on December 12, 2022.
- Issuing an aggregate of 1,000,000 common shares of the Company to the optionors on or before the first signing anniversary of the agreement. These shares were issued on December 4, 2023.
Upon exercise of the option, the optionors will retain a 2% net smelter returns royalty, of which 25% may be purchased by the Company for $500,000 up until the fifth signing anniversary of the agreement, and the remaining 75% of the Royalty may be purchased by the Company for $2,500,000 until the tenth signing anniversary of the agreement.
Additionally, the Company has agreed to make the following advanced royalty payments to the optionors, starting on the sixth signing anniversary of the agreement:
- $20,000 per year, between the sixth and tenth signing anniversaries;
- $40,000 per year, between the 11th and 20th signing anniversaries; and
- $500,000 as a one-time payment on the 21st signing anniversary.
These payments will be deducted from any royalty payments. There is no exploration expenditure commitment contemplated in the agreement.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
The Company has also agreed to pay a finder's fee of 500,000 common shares to an arm's length party for his contributions in securing the agreement. These were issued on December 12, 2022.
During 2023, the Company announced the staking of additional mining claims as follows:
- On January 13, 2023, the Company announced the staking of 1,053 mining claims connecting the Alpha and Bravo claim groups acquired in December of 2022, forming the Alpha/Bravo claim group.
- On February 14, 2023, the Company announced the staking of an additional 522 mining claims contiguous to the Alpha/Bravo claim group and 54 claims forming the new Delta claim group.
- Between March 21 and 23, 2023, the Company registered a total of 562 new mining claims contiguous to the Alpha/Bravo Claim group.
- On May 13, 2023, the Company staked 24 new mining claims contiguous to the northeastern corner of the Alpha/Bravo claim group.
- On November 18, 2023, the Company staked 16 new mining claims in the Tartan Lake Area in Ontario, contiguous to the Alpha/Bravo claim group.
Of the claims staked in 2023, 2,177 claims are contiguous to and connect the original Alpha and Bravo claim groups. A separate group of 54 of the claims were registered approximately 25 kilometers north of the original Charlie claim group and is now referred to as the Delta claim group. Collectively, these new claims increase the size of the Orefield Project to 67,448 hectares. The Alpha/Bravo claim group is easily accessed by the Trans-Canada Highway, secondary highways and a network of logging roads.
The largest of the three Orefield Project claim groups, Alpha/Bravo, covers a geological and structural setting favorable for hosting fertile peraluminous granites and associated LCT (Lithium, Cesium, Tantalum) pegmatites within the Quetico Subprovince of the Archean Superior Province. The Alpha/Bravo claim group is situated on the western side of the Nipigon Rift Basin and Proterozoic Sibley Group sedimentary rocks that overlie a rifted, down-dropped segment of the east-west trending Quetico Subprovince. Midcontinent Rift-related intrusive rocks that host many of the advanced platinum group metal (PGM) projects in the immediate area, also overlie portions of the Alpha/Bravo claim group. Recently, the Quetico Subprovince has been the focus of much of the Critical Mineral exploration activity in Ontario and is host to many early-stage and a number of advanced Lithium projects on the eastern side of the Nipigon Rift Basin.
In addition to the rationale of favorable geological and structural setting, the Company's acquisition of the Alpha/Bravo, Charlie and Delta claim groups was based on the presence of highly anomalous Lithium, Cesium and Rare Earth Elements (REE) identified in a regional compilation of lake sediment geochemical surveys as well as detailed mapping of the region by the Ontario Geological Survey.
During 2023, the Company's early-stage exploration program identified an area of highly fractionated pegmatite dyking at the Hilltop Showing. Mineral geochemistry based on Laser Induced Breakdown Spectroscopy hand-held scanner ("LIBS") analyses enabled field crews to quickly assess key critical element indicator minerals, including the identification of significant concentrations of lithium in coarse grained muscovite at the Hilltop showing. The LIBS analyses of samples from Hilltop Showing suggest the pegmatites in this area have undergone a high degree of fractionation and this data is being used by the Company to help establish potential fractionation trends towards more lithium-rich parts of the system.
During December 2023, the Company completed its preliminary review of analytical results received from its 2023 exploration program. As part of the first-pass prospecting program, approximately 450 outcrops were visited, 113 pegmatites evaluated and 142 representative, grab, float and channel samples were collected and submitted for analysis. Analyses of samples collected from the Alpha/Bravo Project yielded results consistent with trace element signatures and diagnostic rare earth element ratios associated with fertile granites, beryl type and spodumene subtype pegmatites. Based on these results, the Company identified four target areas, including the Hilltop Pegmatite Showing, for follow up exploration.
In October 2024, the Company mobilized a prospecting crew to the Alpha/Bravo Project, focusing on priority target areas identified in the 2023 exploration program to continue the search for LCT pegmatites. Following this
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
mobilization, the Company opted to reduce its Alpha/Bravo claim group to focus exploration on the southern areas (approximately 458 square kilometers) of the Alpha/Bravo Project. The Company also elected to allow the Charlie claim group, consisting of 112 claims, to expire.
During late May to early June, 2025, the Company mobilized a prospecting crew to the Nalla Lake LCT Pegmatite target area and the Plaid base metal prospect. The program lasted approximately one week during which field crews inspected exposed pegmatite occurrences and conducted limited sampling of pegmatite outcrop in the Nalla Lake area.
As of February 9, 2026, the Alpha/Bravo claim group has been reduced and now consists of 176 claims covering 3,709.5 hectares. The retained southern area of the Alpha/Bravo Project has yielded the highest priority target areas, covering the Nalla Lake LCT Pegmatite and Plaid base metal prospects, both of which warrant further exploration.
Northshore Project
On September 9, 2022 the Company announced an updated Mineral Resource Estimate (“MRE”) on its Northshore Project and on October 25, 2022, filed an updated NI 43-101 technical report titled “NI 43-101 Technical Report, Mineral Resource Estimate Update on the Northshore Gold Property in Thunder Bay Mining Division, Priske Township, Ontario, Canada”, located under the Company’s profile on SEDAR.com. The updated MRE for Northshore was completed by APEX Geoscience Ltd. with an effective date of August 31, 2022 and focused on mineralization defined by historical drilling on the Afric Zone. The current MRE covers the Afric Zone and utilized 157 of the 168 holes drilled at Northshore. Highlights of the MRE are as follows:
- 240,100 total inferred, pit constrained ounces of gold contained in 6,511,000 tonnes at an average grade of 1.15 grams per tonne (g/t) gold (Au) utilizing a US$1,750/oz pit shell and reported at a cut off grade of 0.40 g/t Au.
- The MRE assumes a recovery of 95% based on preliminary cyanide bottle roll testwork that returned >96% recovery.
Northshore Afric Zone Inferred Mineral Resource Estimate Statement, August 31, 2022
| Tonnes | Grade (g/t Au) | Cut off Grade (g/t Au) | Total Ounces Au | Category |
|---|---|---|---|---|
| 6,511,000 | 1.15 | 0.40 | 240,100 | Inferred* |
- The mineral resources have been classified according to the Canadian Institute of Mining (CIM) Definition Standards for Mineral Resources and Mineral Reserves (May, 2014) and CIM Estimation of Mineral Resources & Mineral Reserves Best Practices Guidelines (2019).
- Resource estimate conducted by Mr. David Briggs of RockRidge Partnership and Associates under the supervision of Michael Dufresne, M.Sc., P. Geol., P. Geo of APEX Geoscience Ltd. of Edmonton, Alberta, supported by a technical report titled “NI 43-101 Technical Report, Mineral Resource Estimate Update on the Northshore Gold Property in Thunder Bay Mining Division Priske Township, Ontario, Canada” with an effective date of August 31, 2022. The technical report can be accessed under the Company’s profile at www.sedar.com and on the Company’s web site at www.newpathresource.com.
- Mr. Dufresne, M.Sc., P.Gool., P.Geo. of APEX Geoscience Ltd., who is a qualified person as defined by NI 43-101, is responsible for the completion of the updated mineral resource estimation.
- The recommended reported resources have been constrained within a US$1,750/oz gold optimized pit shell. The Mineral Resource cut-off grade of 0.4 g/t Au was chosen to capture mineralization that is potentially amenable to open pit mining. The reported resources occur in bodies of sufficient size and continuity to meet the requirement of having reasonable prospects for eventual economic extraction.
- Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resources tabulated above as an indicated or measured mineral resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the future. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.
On February 10, 2025, the Company entered into a Letter of Intent (“LOI”) with Great Eagle Gold Corp. to sell a portion of the Northshore Project consisting of three patented claims that cover the Afric Zone MRE. Pursuant to the LOI, Great Eagle has the option to acquire a 100% interest in the patented claims of the Northshore Project in exchange for $1,000,000 in cash consideration payable as follows:
- $10,000 to be paid within two business days of the execution of the LOI (received);
- $90,000 to be paid upon execution of a definitive transaction agreement (received); and
- $900,000 to be paid on or before the first anniversary of the transaction agreement
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
The property purchase consideration is subject to adjustment based on changes in the price of gold between the date of the LOI and the final payment date. If the price of gold, as reported by the World Gold Council, increases, the purchase price will increase proportionally. No downward adjustment will be made if the price of gold decreases.
The Company will retain a 1.5% net smelter returns royalty on the three patented claims. The Company also continues to hold a 100% interest in the remaining 38 unpatented claims which comprise the Northshore Project.
As of the date of this MD&A, the Company had not received the final $900,000 payment due under the agreement with Great Eagle.
Pat Ann Project
In May of 2025, the Company announced that it has optioned the Pat Ann claim group, located 35 km northeast of Thunder Bay, Ontario, comprising 54 mineral claims covering approximately 1,150 hectares. The Pat Ann claims are adjacent and contiguous to Newpath’s 100% owned Alpha-Bravo Property, creating a combined land package of 13,100 hectares. This area presents potential for both lithium-bearing pegmatites and base metal mineralization, with significant geological diversity. The northeast portion of Pat Ann shows potential for LCT pegmatites, similar to the Hilltop showing on Newpath’s property, while the rest of the claim group is underlain by Archean volcanic and sedimentary rocks. Mineralization on the Pat Ann claim group is hosted by highly altered and strained Archean volcanic and sedimentary rocks that can be traced in scattered outcrop and trenches for a minimum of 1.3 kilometres and remains open for expansion. Base metal mineralization occurs within a quartz + magnetite rich unit that is up to 30 m thick that has been locally altered to the iron sulphide minerals, pyrrhotite and pyrite. Mineralization is coarse-grained and copper occurs as chalcopyrite. Other minerals of possible economic interest are sphalerite and galena, associated with very high silver grades. Molybdenite is found associated with ubiquitous pegmatite dykes that tend to occur in the hanging wall of the iron-rich unit. To exercise the option, Newpath must meet certain financial obligations over the next 36 months, including a total expenditure of $550,000 and cash payments of $532,000, along with issuing 500,000 shares to the optionors. The payments and expenditure are structured as follows:
| Payment Period | Minimum Expenditures | Cash Payment | Optionee Share Issuance |
|---|---|---|---|
| On the Effective Date | - | $8,000 (paid) | - |
| On or before 12 months from the Effective Date | - | $24,000 | 500,000 |
| On or before 24 months from the Effective Date | $150,000 | $100,000 | - |
| On or before 36 months from the Effective Date | $400,000 | $400,000 | - |
During late May to early June, 2025, the Company mobilized a prospecting crew to the Pat Ann project. Field crews were on site for approximately one week during which they focused on were able to locating e and confirming historic trench, rock sample and some drill collar locations. A limited amount of sampling was also conducted. The historic data is being compiled and merged with more current GIS based sample information and will ultimately be used to plan future exploration.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
FINANCIAL AND OPERATIONAL HIGHLIGHTS
| For the nine months ended | January 31, 2026 | January 31, 2025 | Change $ | Change % |
|---|---|---|---|---|
| $ | $ | |||
| Operating expenses: | ||||
| Consulting fees | 38,000 | 57,771 | (19,771) | (34%) |
| Management fees | 76,558 | 63,106 | 13,452 | 21% |
| Marketing | 3,418 | 3,197 | 221 | 7% |
| Office and miscellaneous | 12,412 | 10,930 | 1,482 | 14% |
| Insurance expenses | 8,299 | 8,689 | (390) | (4%) |
| Professional fees | 30,319 | 32,029 | (1,710) | (5%) |
| Transfer agent and regulatory fees | 22,234 | 21,558 | 676 | 3% |
| Payroll expenses | 60,840 | 62,162 | (1,322) | (2%) |
| Total operating expenses | 252,080 | 259,442 | (7,362) | (3%) |
| Other income (expenses): | ||||
| Foreign exchange loss | (1,324) | (1,301) | (23) | (2%) |
| Transaction costs on marketable securities | (280) | (9,699) | 9,419 | 97% |
| Gain (loss) on marketable securities | 7,335 | (86,537) | 93,872 | 108% |
| Impairment of exploration and evaluation assets | (28,656) | - | (28,656) | (100%) |
| Interest expense | (349,658) | (344,285) | (5,373) | (2%) |
| Flow-through premium liability recovery | 4,776 | 14,905 | (10,129) | (68%) |
| Flow-through tax expenses | - | (1,068) | 1,068 | 100% |
| Total other income (expenses) | (367,807) | (427,985) | 60,178 | 14% |
| Net loss for the period | (619,887) | (687,427) | (67,540) | (10%) |
For the nine months ended January 31, 2026, total operating expenses were $252,080 (2025 - $259,442). The change of $7,362 was primarily attributable to the following factors:
- A decrease in consulting fees of $19,771 was due to the company retaining fewer consulting expenses pursuant to cash conservation efforts.
For the nine months ended January 31, 2026, other expenses were $367,807 (2025 - $427,985). The decrease in other expenses is due to the following factors:
- A $7,335 gain was recognized on the Company's marketable securities during the nine months ended January 31, 2026 in comparison to a $86,537 loss in the comparative period. Only $280 in transaction costs were also incurred on the sale of marketable securities during the nine months ended January 31, 2026 whereas $9,699 in such expenses were recognized during the 2025 comparative period. All of the Company's remaining securities were sold during the nine months ended January 31, 2026.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
| For the three months ended | January 31, 2026
$ | January 31, 2025
$ | Change $ | Change % |
| --- | --- | --- | --- | --- |
| Operating expenses: | | | | |
| Consulting fees | 12,000 | 16,062 | (4,062) | (25%) |
| Management fees | 20,278 | 25,712 | (5,434) | (21%) |
| Marketing | 577 | 2,522 | (1,945) | (77%) |
| Office and miscellaneous | 4,678 | 2,810 | 1,868 | 66% |
| Insurance expenses | 2,779 | 2,889 | (110) | (4%) |
| Professional fees | 8,750 | 16,402 | (7,652) | (47%) |
| Transfer agent and regulatory fees | 8,247 | 9,249 | (1,002) | (11%) |
| Payroll expenses | 20,280 | 21,602 | (1,322) | (6%) |
| Total operating expenses | 77,589 | 97,248 | (19,659) | (20%) |
| Other income (expenses): | | | | |
| Foreign exchange loss (gain) | 128 | (178) | 306 | 172% |
| Transaction costs on marketable securities | - | (6,942) | 6,942 | 100% |
| Loss on marketable securities | - | (12,450) | 12,450 | 100% |
| Impairment of exploration and evaluation assets | (1,553) | - | (1,553) | (100%) |
| Interest expense | (116,553) | (116,553) | - | 0% |
| Flow-through premium liability recovery | - | 2,184 | (2,184) | (100%) |
| Total other income (expenses) | (117,978) | (133,939) | 15,961 | 12% |
| Net loss for the period | (195,567) | (231,187) | 35,620 | 15% |
For the three months ended January 31, 2026, total operating expenses were $77,589 (2024 - $97,248). The change of $19,659 was primarily attributable to the following factors:
- A decrease in consulting fees of $4,062 was due to the Company incurring higher expenses in connection with a sponsorship program that ran through the period ended January 31, 2025. No similar program was in place during the three months ended January 31, 2026.
- A decrease in management fees of $5,434 was due to the Company incurring lower accounting, financial reporting and corporate secretarial fees due to reduced business activity during the three months ended January 31, 2026 relative to the 2025 comparative period.
- A decrease in professional fee of $7,652 was mainly due to higher legal fees in the comparative period from financing related and other services. The Company did not incur any legal expenses during the period ended January 31, 2026.
For the three months ended January 31, 2026, other expenses were $117,978 (2025 – $133,939). The decrease in other expenses is due to the following factors:
- A $12,450 loss, along with transaction costs of $6,942, was incurred on the Company’s marketable securities during the three months ended January 31, 2025. The Company had sold all of its securities prior the three months ended January 31, 2026 and, as such, did not recognize any similar gain or loss during the current period.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
SUMMARY OF QUARTERLY RESULTS
Selected financial information for the eight most recently completed quarters are as follows:
| Revenue | Loss | Basic and Diluted Loss per Share | |
|---|---|---|---|
| Q3 Fiscal 2026 (for the three-month period ending January 31, 2026) | $ - | $ (195,567) | $ (0.01) |
| Q2 Fiscal 2026 (for the three-month period ending October 31, 2025) | $ - | $ (217,573) | $ (0.01) |
| Q1 Fiscal 2026 (for the three-month period ending July 31, 2025) | $ - | $ (206,747) | $ (0.01) |
| Q4 Fiscal 2025 (for the three-month period ending April 30, 2025) | $ - | $ (1,379,075) | $ (0.01) |
| Q3 Fiscal 2025 (for the three-month period ending January 31, 2025) | $ - | $ (231,187) | $ (0.01) |
| Q2 Fiscal 2025 (for the three-month period ending October 31, 2024) | $ - | $ (183,399) | $ (0.01) |
| Q1 Fiscal 2025 (for the three-month period ending July 31, 2024) | $ - | $ (272,841) | $ (0.01) |
| Q4 Fiscal 2024 (for the three-month period ending April 30, 2024) | $ - | $ (259,491) | $ (0.01) |
The Company incurred a net loss of $195,567 during the three months ended January 31, 2026, compared to a loss of $231,187 in the same period in 2025. The lower loss in 2026 was primarily due to the absence of $12,450 in losses and $6,942 in transaction costs on its marketable securities. The Company's marketable securities had all been sold prior to the three month period ended January 31, 2026. The Company also incurred lower consulting fees due to not renewing a sponsorship program during the current period that was in place during the three months ended January 31, 2025. Management and professional fees were also lower during the three months ended January 31, 2026 due to incurring lower accounting, financial reporting, corporate secretarial and legal fees due to general reduced business activity relative to the 2025 comparative period.
The Company incurred a net loss of $217,573 during the three months ended October 31, 2025, compared to a loss of $183,399 in the same period in 2024. The higher loss in 2025 was primarily due to recognizing $12,842 in gains on its marketable securities and a $11,040 recovery of its flow through liability during the three months ended October 31, 2024. No similar gains or recoveries were recognized during the three months ended October 31, 2025. The Company also incurred lower consulting fees due to not renewing a sponsorship program during the current period that was in place during the three months ended October 31, 2024. Additionally, the Company recognized $14,030 of impairment on its Orefield project during the three months ended October 31, 2025. No impairment was recognized on the Company's exploration projects during the 2024 comparative period.
The Company incurred a net loss of $206,747 during the three months ended July 31, 2025, compared to a loss of $272,841 in the same period in 2024. The lower loss in 2025 was primarily due to incurring losses of $86,929 on marketable securities during the three months ended July 31, 2024. During the three months ended July 31, 2025, the Company recognized a $7,335 gain on its marketable securities.
The Company incurred a net loss of $1,379,075 during the three months ended April 30, 2025, compared to a loss of $259,491 in the same period in 2024. The higher loss in 2025 was primarily due to impairment loss booked on Orefield Project, Schreiber Area and Northshore Project. During three months ended April 30, 2024, the Company was paying management fees to its Chief Operating Officer which was stopped in 2025.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of funding continues to be through the issuance of equity securities for cash. The Company's access to financing is always uncertain.
In order to finance the acquisition of assets or a business and to fund corporate overhead, the Company has historically been dependent on investor sentiment remaining positive towards the Company's business industry, and towards Newpath in particular, so that funds can be raised through the sale of the Company's securities. Many factors have an influence on investor sentiment, including a positive climate from investors to the Company's business industry, a company's track record and the experience and calibre of a company's management. There is no certainty that equity funding will be available at the times and in the amounts required to fund the Company's activities. The condensed consolidated interim financial statements do not include any adjustments that might result from these uncertainties.
| For the nine months ended January 31, | 2026 | 2025 |
|---|---|---|
| Cash used in operating activities | $ (78,032) | $ (146,540) |
| Cash provided by (used in) investing activities | (49,383) | 198,233 |
| Cash provided by financing activities | - | 48,914 |
| Increase (decrease) in cash | (127,415) | 100,607 |
| Cash, beginning of period | 142,429 | 39,200 |
| Cash, end of period | $ 15,014 | $ 139,807 |
As at January 31, 2026, the Company had a working capital deficit of $4,380,333 as compared to $3,711,513 at April 30, 2025.
Cash outflow from operating activities during the nine months ended January 31, 2026 was lower by $68,508 compared to the cash outflow from the nine months ended January 31, 2025. The decrease was mainly due to restricting cash outflows to cover operating expenses during the 2026 period.
Cash outflow from investing activities during the nine months ended January 31, 2026 was $49,383 compared to a cash inflow of $198,233 during the nine months ended January 31, 2025. This worsening cash flow was due to lower proceeds received from the sale of marketable securities during the nine months ended January 31, 2026 as compared to the nine months ended January 31, 2025.
Cash flow from financing activities during the nine months ended January 31, 2025 totaled $48,914 and were derived from proceeds from the issuance of units. No financing activities occurred during the nine months ended January 31, 2026.
The Company has no commitments for capital expenditure.
SHAREHOLDER'S EQUITY
As at January 31, 2026, the Company had 21,406,209 (April 30, 2025 - 21,406,209) common shares issued and outstanding, 370,000 (April 30, 2025 - 430,000) stock options outstanding, 370,000 of which were exercisable and 8,740,714 (April 30, 2025 - 9,793,828) warrants outstanding. As of the date of this report, the Company had 21,406,209 common shares issued and outstanding, 370,000 stock options outstanding and exercisable and 8,740,714 warrants outstanding.
SHARE ISSUANCES
There were no changes in shares and options during the nine months ended January 31, 2026.
During the nine months ended January 31, 2026, 1,053,114 warrants expired. 1,785,270 warrants expired during the 2025 comparative period.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
REGULATORY DISCLOSURES
OFF-BALANCE SHEET ARRANGEMENTS
The Company did not have any off-balance sheet arrangements during the nine months ended January 31, 2026.
Proposed Transactions
In the normal course of business, the Company evaluates property acquisition or disposition transactions and, in some cases, makes proposals to acquire or sell such properties. These proposals, which may be subject to board, regulatory and sometimes shareholder approvals, may involve future payments, share issuances, and property work commitments.
FINANCIAL INSTRUMENTS AND RISK
In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in Note 9 of the condensed consolidated interim financial statements.
RELATED PARTY TRANSACTIONS
The Company has determined that key management personnel consists of the Company's Board of Directors and its executive officers. During the nine months ended January 31, 2026 and 2025, the Company incurred the following fees charged by directors and officers and companies controlled by directors and officers of the Company:
| Key management personnel | Nature of transactions | For the nine months ended January 31, | |
|---|---|---|---|
| 2026 | 2025 | ||
| Treewalk Consulting Inc. | Management | $ 64,181 | $ 53,048 |
| End in Mind Capital Inc. | Management | 12,377 | 10,058 |
| Darren Collins | Consulting | 27,000 | 27,000 |
| Gerhard Merkel | Consulting | 9,000 | 9,000 |
| Alex McAulay | Payroll | 46,800 | 46,800 |
| Philip Ellard | Payroll | 14,040 | 14,040 |
| Lakehead Geological Services Inc. | Exploration | 54,596 | 33,680 |
| Total | $ 227,994 | $ 193,626 |
At January 31, 2026, $316,505 (April 30, 2025 - $247,232) and $14,755 (April 30, 2025 - $1,678) was owed to Treewalk Consulting Inc. and End in Mind Capital Inc. respectively, for management fees payable. $102,000 (April 30, 2025 - 75,000) and $39,000 (April 30, 2025 - $30,000) was owing to Darren Collins and Gerhard Merkel respectively for directors' fees payable. $12,413 (April 30, 2025 - $12,413) was owing to Alex McAulay for reimbursable expenses incurred on behalf of the Company. $126,715 and $37,440 (April 30, 2025 - $79,915 and $23,400) was owed to Alex McAulay and Philip Ellard respectively for unpaid payroll. These amounts are all non-interest bearing, unsecured and due on demand.
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Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
The Company had the following key management personnel and related companies as of January 31, 2026:
| Key management personnel | |
|---|---|
| Alex McAulay (controls Treewalk Consulting Inc. and End in Mind Capital Inc.) | Current CEO, Corporate Secretary and Director |
| Philip Ellard | Current CFO |
| Douglas Turnbull (controls Lakehead Geological Services Inc.) | Former COO |
| Darren Collins | Current Director |
| Gerhard Merkel | Current Director |
CAPITAL MANAGEMENT
The capital of the Company consists of items included in shareholder's equity and its convertible debentures. The Company's objectives for capital management are to safeguard its ability to support the Company's normal operating requirements on an ongoing basis.
The Company manages its capital structure and adjusts considering changes in its economic environment and the risk characteristics of the Company's assets. To effectively manage the entity's capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. As at January 31, 2026, the Company expects its capital resources, alongside planned financing, will support its normal operating requirements for the next twelve months. There are no externally imposed capital requirements to which the Company has not complied. There have been no changes to the Company's objectives in terms of capital management during the nine months ended January 31, 2026.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Company's condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.
The significant accounting estimates and judgments are set out in Note 2 to the audited consolidated financial statements for the year ended April 30, 2025.
MATERIAL ACCOUNTING POLICIES
The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended April 30, 2025.
USE OF PROCEEDS DISCLOSURE
Issuers that have raised funds from financing are required to disclose how financing was spent in relation to original expenditure plans. On December 31, 2024, the Company closed a private placement for gross proceeds of $50,000. These proceeds are to be spent on future exploration activities on the Company's Ontario exploration projects.
As at January 31, 2026, the Company had incurred more than $50,000 (April 30, 2025 - $29,300) in exploration expenditures on its Ontario exploration projects.
Page 11 of 12
Newpath Resources Inc.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three and nine months ended January 31, 2026
(Expressed in Canadian Dollars)
CONTROL DISCLOSURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for the design and operations of internal controls over financial reporting. There have been no changes in the Company's disclosure controls and procedures during the nine months ended January 31, 2026.
The Company's management is responsible for establishing and maintaining adequate internal controls over financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
There have been no changes in the Company's internal control over financial reporting during the nine months ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.
LIMITATIONS OF CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ADDITIONAL SOURCES OF INFORMATION
Additional information relating to Newpath Resources Inc. can be found on the SEDAR website at www.sedarplus.ca.
This Management Discussion and Analysis has been reviewed and approved by Douglas Turnbull, P.Geo.. Mr. Turnbull acts as the Company's Qualified Person responsible for preparing, reviewing and approving all technical information disclosed by the Company, as required by National Instrument 43-101.
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