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Nexus Uranium Corp. — Management Reports 2026
Mar 31, 2026
47557_rns_2026-03-30_b5202642-c45e-4a71-bfc4-42938e27021d.pdf
Management Reports
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NEXUS URANIUM CORP.
Management Discussion and Analysis
For the year ended November 30, 2025
The Management Discussion and Analysis (“MD&A”) has been prepared as of March 30, 2026 and should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2025, as well as the audited consolidated financial statements for the year ended November 30, 2024 which were prepared in accordance with International Financial Reporting Standards (“IFRS”).
This management discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events. The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
DESCRIPTION OF BUSINESS
Nexus Uranium Corp (Formerly, Golden Independence Mining Corp & 66 Resources Corp.) (“the Company”) was incorporated on May 31, 2017, under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 503-905 Pender Street W, Vancouver, British Columbia, Canada.
On November 10, 2023, the Company’s name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol “NEXU”.
The Company’s principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2025, the Company had not yet determined whether the Company’s mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.
EXPLORATION PROJECTS
Chord Project (South Dakota, USA)
On February 28, 2023, the company entered an option agreement (the “Option Agreement”) with Cowboy Exploration and Development LLC (“Cowboy Exploration”), St. Cloud Trading Corp. and Thomas Byrne pursuant to which Cowboy Exploration has granted the Company the right to acquire a 90% interest (the “Option”) in the Chord property located in East Fall River County, South Dakota (the “Property”).
Under the terms of the Agreement, the Company is required to make payments and issue shares in accordance with the following schedule in order to earn a 90% interest:
- paying to the Optionor $50,000 on the Effective Date; (Paid)
- issuing:
(i) $50,000 of Shares to the Optionor on the Effective Date; (Paid)
(ii) $100,000 of Shares to the Optionor on the later of the First Anniversary or the receipt of the Phase
1 Permits,
(iii) $200,000 of Shares to the Optionor on the second Business Day following the public announcement of the Phase 1 Drilling results;
(iv) $100,000 of Shares to the Optionor on the Second Anniversary; (Paid)
(v) $200,000 of Shares to the Optionor on the receipt of the Phase 2 Permits;
(vi) $100,000 of Shares to the Optionor on the second Business Day following the public announcement of the Phase 2 Drilling results; and
(vii) $100,000 of Shares to the Optionor on the Third Anniversary; and
- incurring Exploration Expenditures on the Property in the following amounts:
(i) $200,000 within one year of receipt of the Phase 1 Permits(Completed); and
(ii) a further $1,000,000 within one year of receipt of the Phase 2 Permits. (The company is still in the process of obtaining Phase 1 and 2 Permits).
Contingent Payments:
- Basin will issue to the Optionor:
(i) $100,000 in Shares if the announcement of an aggregate 3,000,000- 3,999,999 lbs of U3O8 resource in the measured mineral resource or indicated mineral resource categories, as defined in the CIM Definition Standards (2014) is identified prior to the Third Anniversary Date;
(ii) $200,000 in Shares if the announcement of an aggregate 4,000,000- 4,999,999 lbs of U3O8 resource in the measured mineral resource or indicated mineral resource categories, as defined in the CIM Definition Standards (2014) is identified prior to the Third Anniversary Date; or
(iii) $300,000 in Shares if the announcement of an aggregate 5,000,000 lbs of U3O8 or greater resource in the measured mineral resource or indicated mineral resource categories, as defined in the CIM Definition Standards (2014) is identified prior to the Third Anniversary Date;
(iv) $400,000 in Shares following the announcement of the completion of a positive “preliminary economic assessment”, as defined in the CIM Definition Standards (2014), and in accordance with NI43-101 if such preliminary economic assessment is completed by Basin.
On January 21 2026, Nexus closed the acquisition of 100% of the Chord Property via a mineral purchase agreement dated December 2, 2025. Nexus acquired the full ownership of the Chord property by paying the aggregate consideration of $100,000 (U.S.) cash and issuing 250,000 shares to the vendors. The vendors retain a 1.0% net smelter returns royalty (NSR) on future production, of which Nexus holds the right to repurchase 50 per cent (being 0.5 per cent NSR) for $1 million (U.S.) at any time prior to the commencement of commercial production.
The Chord project is now composed of approximately 3,640 acres of South Dakota State and Federal land in Fall River county. The project is located approximately three miles southeast of encore Energy's Dewey Burdock ISR uranium project. The Chord is Nexus's flagship project and forms the core of the company's South Dakota Uranium portfolio.
Chord is currently being advanced through two parallel permitting paths. On federal lands, the U.S. Forest Service commenced public scoping under the National Environmental Policy Act on February 2, 2026. On state lands, the South Dakota Board of Minerals and Environment has scheduled a hearing for April 2026, representing the final step in the state permitting process for the company's exploration permit application.
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Mineralization on the Chord property is hosted within typical roll front deposits in the Cretaceous age Fall River and Lakota formations, in particular the Chilson member. The Chilson member is also the same host for mineralization at the adjacent Dewey-Burdock project by enCore Energy. The historical exploration and drilling (mostly completed by Union Carbide) was evaluating potentially economic uranium mineralization from an open pit or underground mining scenario and never evaluated for their ISR potential. Specifically, the October Jinx and Viking mineralized horizons vary from depths of 350 to 500 feet deep and, based on historic depth-to-groundwater measurements, are believed to, at least in part, lie below the water table which could potentially allow for ISR extraction. Currently the Chord project hosts a NI 43-101 compliant inferred mineral resource of 2.75 Mlbs $\mathrm{U}_3\mathrm{O}_8$ at an average grade 810 ppm $\mathrm{U}_3\mathrm{O}_8$ (see Chord Uranium Project NI 43-101 Technical Report prepared by BRS Inc. with and effective date of May 7, 2024 and updated September 19, 2025).
Wolf Canyon Project, (South Dakota)
On February 7, 2024, Basin Uranium staked 80 unpatented mineral lode claims on the Wolf Canyon Uranium Project, covering 1,600 acres in Fall River County, South Dakota. The Company is currently acquiring data and evaluating future exploration plans. Wolf Canyon lies approximately 8 miles to the southeast of the Chord project and has seen extensive historical exploration dating back to the 1970's with several large companies having drilled the property culminating in a historic resource tabled by Union Carbide.
Deadhorse Project, (South Dakota)
The Deadhorse project comprises 17 unpatented lode mining claims totalling approximately 340 acres, located within three miles of the company's flagship Chord uranium project in Fall River County, South Dakota. The strategic acquisition consolidates Nexus's land position in a historic uranium district and advances the company's goal of building a stand-alone ISR project in South Dakota, along with its portfolio of United States uranium assets.
The Deadhorse claims are located in the located in the historic Edgemont uranium district, part of the broader Black Hills region which has documented historical uranium production from sandstone-hosted deposits in the Inyan Kara Group of approximately 3.2 million pounds of U3O8 (triuranium octoxide). The claims cover prospective ground within the same geological setting as the adjacent Chord project, where uranium mineralization is associated with Cretaceous-age sandstones and paleochannel systems within the Inyan Kara Group.
RC Project, (South Dakota)
The RC project comprises 40 unpatented lode mining claims totalling approximately 800 acres, located within one mile of the company's flagship Chord uranium project in Fall River county, South Dakota. The RC claims are located in the located in the historic Edgemont uranium district, part of the broader Black Hills region, which has documented historical uranium production from sandstone-hosted deposits in the Inyan Kara group of approximately 3.2 million pounds of U3O8 (triuranium octoxide). The claims cover prospective ground within the same geological setting as the adjacent Chord project, where uranium mineralization is associated with Cretaceous-age sandstones and paleochannel systems within the Inyan Kara group.
South Pass Project, (Wyoming)
The company expanded its portfolio by directly staking 151 unpatented mineral lode claims across 3,775 acres for the South Pass Uranium Project, acquired on December 6, 2023. These claims are part of the Company's ongoing exploration efforts to identify and develop potential ISR mineral resources in the U.S. Midwest.
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All baseline biological, cultural and environmental studies have been completed and submitted to the appropriate regulators. The permit application has been accepted as complete and final approval issued pending putting in place surety bonding.
Located on the margin of the prolific Great Divide Basin of Wyoming which is estimated to contain over 270 million pounds of Uranium. South Pass has extensive infrastructure with access via Wyoming State Highway 28 and year-round gravel / ATV access servicing the claims. There has been a significant amount of historical exploration drilling, dating back to the 1960's which included the tabulation of an internal historical resource by Rocky Mountain Energy Corporation. Reported drilling disclosed uranium mineralization at depths of over 400 feet making this project potentially amenable to ISR methods.
Great Divide Basin Project ("GDB") (Wyoming)
On May 16, 2024, Basin Uranium staked 104 unpatented mineral lode claims comprising approximately 2,080 acres. Located south and west of Jeffrey City and north and west of Wamsutter, Wyoming. The Project adjoins Premier American Uranium's ("Premier") Cyclone Project and is readily accessible by gravel and dirt roads maintained by the Bureau of Land Management (BLM). The Project has seen extensive historical drilling dating back to the 1970's with many of the pads identifiable on the western half of the project. Recent drilling completed by confirms the prospectivity of the GDB project.
On December 8, 2025, Nexus announced it had optioned the GDB project to Canamera Energy Metals Corp. under which Canamera may earn up to a 90 per-cent interest in the project. Under the terms of the option agreement, Canamera will finance exploration on the property and make cash and share payments to Nexus over a four-year period. If Canamera completes all earn-in requirements, Nexus will retain a 10-per-cent carried interest in the project and receive approximately $280,000 in cash, $500,000 in Canamera shares and benefit from $2.75-million in exploration expenditures -- all without further capital outlay by Nexus.
Mann Lake Project (SASK, Canada)
On October 14, 2021, the Company entered into an option agreement with Skyharbour Resources Ltd. ("Skyharbour"), an unrelated company, to acquire up to a 75-per-cent option of the Mann Lake uranium project, located in the Athabasca basin in Northern Saskatchewan, Canada.
Under the terms of the Option Agreement, the Company is committed to the following:
- paying to the Optionor a total of $850,000 and issuing to the Optionor the total number of common shares ("Shares") of the Company equivalent to a value of $1,750,000 based on the 20 day VWAP at the time of issuance, as follows:
i) within five days of the signing of the Option Agreement, pay $100,000 and issue Shares equivalent to $250,000 at the 20 day VWAP at the time of issuance; the "First Option Payment" (Paid)
ii) on the first anniversary of the signing of the Option Agreement, pay $250,000 and issue Shares equivalent to $500,000 at the 20 day VWAP at the time of issuance; (Amended see below)
iii) on the second anniversary of the signing of the Option Agreement, pay $250,000 and issue Shares equivalent to $500,000 at the 20 day VWAP at the time of issuance; (Amended see below)
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iv) on the third anniversary of the signing of the Option Agreement, pay $250,000 and issue Shares equivalent to $500,000 at the 20 day VWAP at the time of issuance; (Amended see below)
- incur a minimum of $4,000,000 in exploration expenditures on the Property as follows:
- $1,000,000 in exploration expenditures on or before the first anniversary of the signing of the Option Agreement;
- an additional $1,000,000 in exploration expenditures on or before the second anniversary of the signing of the Option Agreement; and
- an additional $2,000,000 in exploration expenditures on or before the third anniversary of the signing of the Option Agreement.
On November 13, 2022, the agreement originally signed October 14, 2021, was amended and the following terms were agreed upon replacing ii to iv in the original agreement as stated above:
i) on or before November 13, 2022, pay $125,000 and issue shares equivalent to $500,000 at a price being $0.17 per share (the "Second Option Payment"); (Paid)
ii) on the second anniversary of the signing of this Agreement, pay $300,000 and issue Shares equivalent to $500,000 at the 20 day VWAP at the time of issuance (the "Third Option Payment"); (Amended see below)
iii) on the third anniversary of the signing of this Agreement, pay $325,000 and issue Shares equivalent to $500,000 at the 20 day VWAP at the time of issuance (the "Forth Option Payment");
On August 15, 2024, the agreement was further amended and the following terms were agreed upon replacing ii to iv in the amended agreement above:
iv) Skyharbour's agreement with Basin Uranium to extend the due date on the $300,000 cash payment and $500,000 Share issuance, as set out in subsection 3.1(a)(ii) of the Agreement, from October 14, 2023 to September 30, 2024.
On January 24, 2025, the agreement was further amended and the following terms were agreed upon replacing ii to iv in the amended agreement above:
i) Skyharbour's agreement with Basin Uranium to extend the due date on the $300,000 cash payment and $500,000 Share issuance, as set out in subsection 3.1(a)(ii) of the Agreement, from September 30, 2024 to July 1, 2026.
In the event that the Company spends, in any of the above periods, less than the specified sum, it may pay to the Optionor the difference between the amount it actually spent and the specified sum before the expiry of that period in full satisfaction of the exploration expenditures to be incurred. In the event that the Company spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in succeeding periods.
Immediately on the Company satisfying all of the conditions, the Company will be deemed to have exercised the Option and to have earned a 75% interest in and to the Property which will vest to the Company, subject to the net smelter returns royalty ("NSR Royalty"). A NSR Royalty of two and a half percent (2.5%) is payable to a third party of net smelter returns from minerals mined and removed from the Property (payable pro-rata based on ownership interest in the Property).
The Company recorded an impairment of exploration and evaluation assets of $4,597,359 during the year ended May 31, 2024, reducing the capitalized cost of the project to $Nil. The impairment was recorded based on management's decision to fully impair the asset due to current financial
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commitments and the Company's focus on other high-priority projects. The impairment of $4,597,359 was recognized on the Company's statement of comprehensive loss for the year ended May 31, 2024.
Fraser Lake Property
The Company acquired the Fraser Lake copper project in March, 2022 by staking the land. The project consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake, proximal to the Quesnel Trough.
The Fraser Lake copper project is being explored for porphyry copper and molybdenum associated with a series of Endako plutons, intruding Cache Creek complex, carbonate, clastic and volcanic rocks. The Quest West regional lake sediment geochemistry identified areas of anomalous copper and/or molybdenum in the drainage systems from the low ridges hosting the plutons. A 2008 AeroTEM 3 airborne electromagnetic and magnetometer survey identified magnetic and/or electromagnetic anomalies up drainage from the anomalous geochemistry that make compelling exploration targets.
On March 30, 2023 Nexus Uranium announced the signing of an option agreement for the Fraser Lake copper property. Pursuant to the terms of the option agreement, Homeland Uranium Corp (formerly Valleyview Resources Ltd.)("Homeland"), a publicly traded British Columbia company, has the right to acquire a 100-per-cent interest, subject to a 2-per-cent net smelter return (NSR) royalty, in the three claim blocks comprising the 9,900-hectare project, by making stage payments of three million shares and exploration expenditures of $300,000. The Company understands that Homeland intends to complete an initial public offering and concurrent stock exchange listing.
Under the terms of the option agreement, Homeland can earn an initial 51-per-cent interest through the issuance of 1.0 million shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49-per-cent interest through the issuance of 2.0 million shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51-per-cent ownership. Nexus Uranium will retain a 2-per-cent NSR royalty, of which 1 per cent can be repurchased for $2.0-million in cash. Following the acquisition of the initial 51 per cent, if Homeland elects to not acquire the remaining 49-per-cent interest, both companies shall form a standard joint venture based on pro rata ownership.
Joint venture partner Homeland Uranium Corp. completed the exploration expenditures portion of the agreement in June 2023. They completed a grid soil sampling program over three distinct areas in the claim block, collecting 666 samples. The soil sampling program was designed to test the targets identified by Mr. Warren Robb in his technical report dated October 15, 2022. The assay results were outstanding as of August 31, 2024.
No exploration was completed on the Fraser Lake Property during the year ended November 30, 2025.
Stobart Property
On January 24, 2025, Nexus Uranium Corp. entered into a Property Option Agreement with River Road Resources Ltd., granting River Road the right to acquire up to a 100% interest in the Stobart Project. To earn the initial 60% interest, River Road must pay $15,000, issue 800,000 shares upon listing on a Canadian stock exchange, and incur $100,000 in exploration expenditures within 12 months. To acquire the remaining 40%, River Road must issue an additional 1,500,000 shares and incur a further $200,000 in expenditures within 30 months. Upon full acquisition, Nexus will retain a 2.0% net smelter return (NSR) royalty, with a 1.0% buyback right for $2,000,000
No Exploration was conducted on the Stobart Property during year ended November 30, 2025.
On January 28, 2025, the Company received the $15,000 cash payment and 800,000 shares with a fair value of $120,000 and recognized in profit or loss.
Wray Mesa Project (UTAH, USA)
On March 30, 2022, the Company announced that Basin's wholly-owned subsidiary, 1353906 B.C. Ltd., had completed a definitive agreement to amalgamate with 1290945 B.C. Ltd. 1290945 B.C. Ltd.'s principal asset is a 100% interest in the Wray Mesa project in San Juan County, Utah. The Property is comprised of 301 unpatented lode claims located in San Juan County, Utah. The acquisition had a completion date of May 10, 2022. Under the executed Definitive Agreement, Basin Uranium Corp. acquired all of the issued and outstanding securities of 1290945 B.C. Ltd. for 4,250,003 million shares of Basin Uranium Corp. as well as 250,000 shares to the original property vendor. The shares issued in conjunction to the acquisition will be subject to the following restrictions on transfer:
- 50% will be free trading on issuance with further tranches of 10% to be released monthly starting on the fifth month anniversary of closing. The property is subject to a 1.25% net smelter return (the "NSR") royalty on future production of which sixty percent of the royalty (being 0.75%) can be repurchased for $500,000 and the remaining forty percent of the royalty (being 0.5%) can be repurchased for $750,000.
On April 7, 2022, the Company entered into an option agreement to acquire a 100% interest in ten claims which lie inside of the Wray Mesa project in order to consolidate the land position.
On October 16, 2023 the company announced that it has entered into an option agreement (the "Option Agreement") with Nexus Uranium Corp. (CSE: NEXU) ("Nexus Uranium") for Nexus Uranium to acquire up to a 90%-interest in the Wray Mesa uranium project in Utah, USA.
Under the terms of the Option Agreement between Basin Uranium Corp. and Nexus Uranium Corp., Nexus Uranium is committed to the following:
Nexus Uranium will have the right to acquire up to a 90% interest in the project through staged cash, share, and work commitments, as follows:
i) To earn an initial 51% interest in the project, Nexus Uranium must pay C$50,000 in cash and issue 300,000 shares within five days of approval from the Canadian Securities Exchange and incur US$250,000 in exploration expenses within the first year. (received)
ii) Additionally, by the end of the second year, Nexus Uranium must pay C$100,000 in cash, issue C$250,000 worth of stock, and incur US$500,000 in exploration expenses.
iii) Once the 51% earn-in has been completed, Nexus Uranium has the option to earn an additional 20% interest (for a total of 71%) through an additional payment of C$75,000 in cash, issuing C$250,000 worth of stock, and incurring US$1,000,000 in exploration expenses by the end of the third year.
iv) Assuming the completion of a 71% earn-in, Nexus Uranium can earn a further 19% interest (for a total of 90%) through the payment of C$75,000 in cash, issuing C$250,000 worth of stock, and incurring US$1,000,000 in exploration expenses by the end of the fourth year.
The Company entered into an option agreement with JL Energy LLC on April 7, 2022, to acquire a 100% interest in the Skeet Claims, which total ten claims within the Wray Mesa project. This agreement aimed to consolidate the broader Wray Mesa land package in San Juan County, Utah. However, during the year ended May 31, 2024, the Company determined that the Skeet Claims no
longer align with its strategic objectives, leading to the decision not to renew the option agreement with JL Energy LLC. The decision was influenced by several factors, including a challenging economic climate and the Company's redirection of resources toward higher-priority claims, such as the Dylan, Ajax, Carlin & Whiskey claims. Out of 301 original claims only 47 core claims were renewed in for 2025. The company was notified by Nexus Uranium of its decision not to meet the earn-in milestone, resulting in claims reverting back to the Company. This also played a factor in reducing the overall size of the Wray Mesa project while still holding the most prospective ground.
The Company recorded an impairment of exploration and evaluation assets of $667,987 during the year ended May 31, 2024, including of $132,188 on the Skeet portion of the Wray Mesa property and an additional impairment of $535,799 as per the option agreement with Nexus Uranium reducing the capitalized cost of the project to $814,327. The impairment of $667,987 was recognized on the Company's statement of comprehensive loss for the year ended May 31, 2024.
On December 12, 2025 Nexus Uranium entered into a definitive agreement to sell the Wray Mesa project to a private company for $105,000 (USD).
Cree East Property (Option Terminated)
On March 18, 2024, the Company entered into an option agreement with CanAlaska Uranium Ltd. to acquire up to a 75% interest in the Cree East Property located in the Athabasca Basin, Saskatchewan.
As at November 30, 2025, the Company had earned a 40% interest in the Property through aggregate cash payments of $750,000, share issuances valued at $3,028,631, exploration expenditures of $3,354,100, and the issuance of 1,500,000 finder's fee shares with a fair value of $1,050,000.
During the year ended November 30, 2025, the Company recognized an impairment loss of $8,182,731, writing down the carrying value of the Cree East Property to $nil. The impairment was driven by changes in strategic priorities and uncertainty regarding future funding of exploration activities.
Subsequent to November 30, 2025, the Company elected not to proceed with further earn-in requirements and no longer retains any interest in the Cree East Property. The Company has no remaining obligations under the option agreement.
For the year ended November 30, 2025 and 2024, the Company incurred the following acquisition and exploration expenditures:
| Chord Project | Wolf Canyon | RC | South Pass | Great Divide Basin | Stobart | Wray Mesa | Cree East Property | Independence Property | Napoleon Property | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Acquisition Costs: | |||||||||||
| Balance, November 30, 2023 | - | - | - | - | - | - | 161,000 | - | 5,674,400 | 3,640,000 | 9,475,400 |
| Cash | - | - | - | - | - | - | - | 500,000 | - | - | 500,000 |
| Shares | - | - | - | - | - | - | - | 3,578,631 | - | - | 3,578,631 |
| Less: | |||||||||||
| Dispositions | - | - | - | - | - | - | - | - | (5,674,400) | - | (5,674,400) |
| Impairment | - | - | - | - | - | - | (161,000) | - | - | - | (161,000) |
| Balance November 30, 2024 | - | - | - | - | - | - | - | 4,078,631 | - | 3,640,000 | 7,718,631 |
| Cash | 91,664 | - | - | - | - | - | - | 250,000 | - | - | 341,664 |
| Shares | 1,985,256 | 127,600 | 489,446 | 204,935 | - | 144,575 | 453,789 | - | - | 3,405,601 | |
| Less: | |||||||||||
| Dispositions | - | - | - | - | - | - | - | - | - | (3,640,000) | (3,640,000) |
| Impairment | (4,782,420) | (4,782,420) | |||||||||
| Balance November 30, 2025 | 2,076,920 | 127,600 | - | 489,446 | 204,935 | - | 144,575 | - | - | - | 3,043,476 |
| Exploration Costs: | |||||||||||
| Balance, November 30, 2023 | - | - | - | - | - | - | - | - | 4,389,435 | 19,448 | 4,408,883 |
| Drilling and assay | - | - | - | - | - | - | 21,273 | 216,643 | 2,275 | 4,175 | 244,366 |
| Technical | - | - | - | - | - | - | - | - | 5,057 | - | 5,057 |
| Licensing | - | - | - | - | - | 1,270 | - | - | 1,249 | - | 2,519 |
| Field Work | - | - | - | - | - | - | - | - | 21,248 | - | 21,248 |
| Legal | - | - | - | - | - | - | - | - | 23,097 | - | 23,097 |
| Less: | |||||||||||
| Dispositions | - | - | - | - | - | - | - | - | (4,442,361) | - | (4,442,361) |
| Impairment | (21,273) | (21,273) | |||||||||
| Balance November 30, 2024 | - | - | - | - | - | 1,270 | - | 216,643 | - | 23,623 | 241,536 |
| Technical | 20,774 | - | - | - | - | - | - | - | - | - | 20,774 |
| Field Work | 1,338 | - | - | - | - | - | - | 3,137,457 | - | - | 3,138,795 |
| Lease | - | - | 1,790 | - | - | - | - | - | - | - | 1,790 |
| Less: | - | ||||||||||
| Dispositions | - | - | - | - | - | - | - | - | (23,623) | (23,623) | (23,623) |
| Impairment | (3,354,100) | (3,354,100) | |||||||||
| Balance November 30, 2025 | 22,112 | - | 1,790 | - | - | 1,270 | - | (0) | - | - | 25,172 |
| Total, November 30, 2024 | - | - | - | - | - | 1,270 | - | 4,295,274 | - | 3,663,623 | 7,960,167 |
| Total, November 30, 2025 | 2,099,032 | 127,600 | 1,790 | 489,446 | 204,935 | 1,270 | 144,575 | - | - | - | 3,068,648 |
($000's except loss per share)
SELECTED ANNUAL INFORMATION
| November 30, | November 30, | November 30, | November 30, | |
|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | |
| $ | $ | $ | $ | |
| Revenue | - | - | - | - |
| Net Loss | (13044) | (12,662) | (1,522) | (937) |
| Basic and Diluted Loss per Share | (2.49) | (4.7) | (1.2) | (2.2) |
| Total Assets | 4,612 | 10,862 | 15,225 | 10,480 |
| Long-Term Debt | - | - | - | - |
| Dividends | - | - | - | - |
OPERATIONS
Twelve-month period ended November 30, 2025
During the year ended November 30, 2025, the Company reported a net comprehensive loss of $13,043,726 (2024 - $12,662,778). Included in the determination of operating loss was:
Advertising and promotion – During the year ended November 30, 2025, the Company incurred advertising and promotion expenditures of $148,663 (2024 - $2,142,659). The higher expenditures in 2024 were primarily related to marketing and investor awareness initiatives associated with the Company's acquisition of the Cree East Project and its transition toward uranium exploration..
Rent – Rent increased during fiscal 2025 to $25,032 (2024 - $24,762). The Company's Corporate Head Office remains at 503-905 Pender St. W in Vancouver, BC.
Professional fees – The Company incurred professional fees of $304,427 (2024 - $264,604) for the year ended November 30, 2025. The higher expenditures in 2025 were primarily attributable to increased operational activity, including financing efforts, negotiations of property acquisitions, and general corporate matters.
Management fees – Management fees for 2025 totaled $280,424 (2024 - $228,365). The higher expenditures in 2025 reflect increased management involvement related to activities supporting the Company's plan of arrangement.
Share-based compensation – Total share-based compensation in 2025 was $539,397 (2024 - $1,093,002). The higher expense in 2024 primarily reflects the fair value of stock options granted to directors, officers, consultants, and board members as part of the Company's incentive compensation program.
Write-off of exploration and evaluation assets – At each reporting period, management assesses non-financial assets for impairment. The Company recorded a write-off of exploration and evaluation assets of $11,696,758 during the year ended November 30, 2025. This amount includes an impairment of $8,136,626 related to the Cree East Property, reflecting management's decision to discontinue further exploration activities and write the asset down to its recoverable amount of $nil. The remaining amount relates to the disposition of the Napoleon property pursuant to the plan of arrangement.
SUMMARY OF QUARTERLY RESULTS
($000's except earnings per share)
| Nov 30, 2025 | Aug 31, 2025 | May 31, 2025 | February 28, 2025 | |
|---|---|---|---|---|
| Revenue | - | - | - | - |
| Net loss | (3,726) | (9,318) | (410) | (486) |
| Basic and diluted Loss per share | (0.71) | (1.78) | (0.08) | (0.09) |
| November 30, 2024 | August 31, 2024 | May 31, 2024 | February 29, 2024 | |
| Revenue | - | - | - | - |
| Net loss | (868) | (1,295) | (8,631) | (1,869) |
| Basic and diluted Loss per share | (0.00) | (0.04) | (0.37) | (0.09) |
Three-month period ended November, 2025
During the three-month period ended November 30, 2025, the Company reported a net loss of $3,726,194 (2024 - $868,961). A summary of material expenditures included in the determination of operating loss was as follows:
Advertising and promotion – The Company incurred advertising and promotional expenses of $138,686 (2024 - $358,286). The focus for the previous period was on investor communication and material marketing expenditure with a heavy focus on marketing to support the Company's transition into the Uranium mineral sector.
Management fees – Management fees for the three-month period ended November 30, 2025, totaled $101,764 (2024-$53,275). The higher expenditures in 2025 reflect increased management involvement related to activities supporting the Company's plan of arrangement.
Professional fees – The Company incurred professional fees of $34,159 (2024 - $117,464) for the quarter ended November 30, 2025. Professional fees decreased compared to the prior year, as a portion of legal and advisory costs related to the plan of arrangement and acquisition of Basin Uranium Corp. were capitalized and included in the carrying value of the acquired exploration and evaluation assets, rather than expensed in the period.
Consulting fees – The Company incurred consulting fees of $20,919 (2024 - $86,919). Consulting fees decreased in 2025 compared to 2024 due to reduced use of external consultants following the completion of activities related to the Company's plan of arrangement.
Share based payments – The Company incurred shared based payments of $(46,796) (2024- $537,848). The negative expense reflects a year-to-date adjustment to stock-based compensation recognized in the quarter, rather than current-period vesting activity.
Following CanAlaska Uranium Ltd.'s termination of the Cree East Option Agreement on September 24, 2025, the Company decided to divest the Cree East Project. Consequently, an impairment loss of $8,136,626 was recognized in the third quarter of 2025 to reduce the carrying value of the project to $Nil. The Company recognized a loss of $3,560,132 on the disposition of the Napoleon property during the year ended November 30, 2025, as a result of the plan of arrangement.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents as at November 30, 2025 was $633,816 compared to $2,693,928 as at November 30, 2024. The company had working capital of $872,548 as at November 30, 2025.
The amendment and restatement of the interim financial statements did not impact the Company's cash position or liquidity, as the adjustment related solely to the timing of recognition of a non-cash flow-through share premium liability.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
TRANSACTIONS WITH RELATED PARTIES
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
The Company has incurred the following key management personnel cost from related parties:
| Year Ended November 30, 2025 | Year Ended November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Management fees | 275,424 | 228,365 |
| Share-based payments | 441,988 | 369,334 |
| Total | 717,412 | 597,699 |
Key management includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").
As at November 30, 2025, included in the accounts payable of the Company was an amount of $8,925 (2024 - $8,925) due to a Company controlled by the CFO, an amount of $32,250 due to a Company controlled by the CEO (2024 - $Nil), and an amount of $16,500 due to a company controlled by the President. The amounts are unsecured, non-interest bearing, due on demand and included in accounts payable and accrued liabilities.
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During the year ended November 30, 2025, the Company entered into an unsecured, on-demand revolving credit facility with Blade, under which Blade may borrow up to a maximum of $30,000 for general working capital and exploration-related purposes, with amounts repaid available for re-borrowing. The facility bears interest at 12% per annum, compounded monthly and capitalized to principal, has no fixed maturity or scheduled repayments, is repayable at the lender’s demand without penalty. As of November 30, 2025, the balance of the demand loan receivable is $2,500 (2024 - $nil).
COMMITMENTS
During the year ended November 30, 2024, the Company issued flow-through units for gross proceeds of $1,501,299. As the shares were not issued at a premium to the market price, no premium liability was recognized.
On December 12, 2024, the Company closed a flow-through financing with gross proceeds of $2,082,301 (Note 10) and recorded a premium liability of $138,820.
Pursuant to the flow-through financings, the Company was required to incur eligible exploration expenditures totaling $3,583,600 within the applicable flow-through periods. Expenditures funded by flow-through share proceeds are not deductible for tax purposes by the Company, as the associated tax benefits are renounced to the investors. The premium liability is derecognized to profit or loss as the eligible exploration expenditures are incurred.
As of November 30, 2025, the Company had incurred $3,583,600 in eligible exploration expenditures, and the balance of the premium liability was $nil.
During the year ended November 30, 2025, the Company recognized a recovery of the flow-through premium liability of $138,820 (2024 - $nil).
SUBSEQUENT EVENTS
On December 2, 2025, the Company executed a mineral property purchase agreement to acquire a 100% interest in the Chord Project. The agreement replaces the Basin Option Agreement (Note 7) and provides the Company with full ownership of the property. Under the terms of the agreement, the Company agrees to pay aggregate consideration of US$100,000 (paid) in cash and issue 250,000 common shares (issued) to the Optionors upon closing. The Optionors retain a 1% net smelter return royalty, of which the Company may repurchase 0.5% for US$1,000,000 prior to commencement of commercial production.
On December 8, 2025, the Company entered into an option agreement with Canamera Energy Metals Corp. (“Canamera”), pursuant to which Canamera may earn up to a 90% interest in the Great Divide Basin uranium project over a four-year period. The earn-in is subject to staged cash payments, the issuance of common shares to the Company, and exploration expenditures totaling up to approximately $2.75 million, after which the Company would retain a 10% carried interest in the project, with Canamera retaining only the interest earned if the earn-in requirements are not fully completed.
On December 15, 2025, the Company entered into a definitive agreement to sell 100% interest in the Wray Mesa Project for total cash consideration of US$105,000 (received). The transaction is subject to customary closing conditions and regulatory approvals. The property is subject to an existing 1.25% net smelter return royalty held by a third party.
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On January 30, 2026, the Company filed a short form base shelf prospectus qualifying the distribution of up to $50,000,000 of common shares, warrants, subscription receipts, units and debt securities over a 25-month period. The shelf prospectus provides the Company with the flexibility to access capital markets from time to time.
On February 6, 2026, the Company entered into a debt settlement agreement with a vendor pursuant to which an outstanding balance payable of $81,000 was settled through the issuance of 42,408 common shares of the Company.
On March 17, 2026, the Company granted a total of 700,000 deferred share units (“DSUs”) and 100,000 restricted share units (“RSUs”) to directors, officers, and consultants under its amended 2023 Omnibus Equity Incentive Compensation Plan. 690,000 DSUs and all 100,000 RSUs vest over a one-year period in four equal tranches, with 25% vesting every three months from the date of grant. The remaining 10,000 DSUs vest immediately upon grant.
On March 19, 2026, the Company entered into a definitive share purchase agreement to acquire a 100% interest in the Arizona Strip Project in Mohave County, Arizona. The project comprises 38 BLM federal lode mining claims covering seven collapse breccia pipe uranium targets. Under the terms of the agreement, the Company will acquire all of the shares of the vendor that holds the project in consideration for the issuance of 2,700,000 common shares of the Company. No royalty interest is retained by the vendor.
ADOPTION OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS
There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of these financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant accounting estimates
i. the measurement of deferred income tax assets and liabilities; and
ii. the inputs used in accounting for share-based payments.
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Significant accounting judgements
i. the determination of categories of financial assets and financial liabilities;
ii. the evaluation of the Company’s ability to continue as a going concern; and
iii. the assessment of impairment of the Company’s exploration and evaluation assets and related determination of the net realizable value and write-down of the exploration and evaluation assets where applicable.
Accounting for flow-through share financings requires judgment in determining the timing of qualifying exploration expenditures and the corresponding recognition of flow-through share premium recovery.
SHARE CAPITAL
Issued
The company had 10,936,373 shares issued and outstanding as at November 30, 2025. As at the date of this MD&A, the Company has 15,361,137 common shares issued and outstanding.
For the year ended November 30, 2025, the Company had the following share capital transactions:
i) On November 18, 2025, 13 common shares were returned to treasury of the Company and cancelled.
ii) On October 31, 2025, the Company completed a non-brokered private placement with issuance of 3,640,000 units for gross proceeds of $910,000. Each unit consists of one common share and one warrant, each of which is exercisable into a share for 24 months following the issuance date at a price of $0.55. The Company paid an aggregate share issuance cost of $14,738 and issued 212,800 finders’ warrants with a fair value of $171,103. The Finders’ warrants have the same terms as the private placement warrants.
iii) On September 16, 2025, the Company issued 2,999,998 common shares to the shareholders of Basin pursuant to the Arrangement with a fair value of $2,399,999.
iv) On March 13, 2025, 207,480 shares were issued pursuant to the Option Agreement of the Cree East Property with a fair value of $453,789.
v) On February 3, 2025, 11,594 shares were issued as payment for the advisory service with a fair value of $33,043.
vi) On December 12, 2024, a private placement of 694,100 flow-through units were issued for gross proceeds of $2,082,301. Each flow-through unit consists of one common share and one warrant, each of which is exercisable into a share for 18 months following the issuance date at a price of $4. The Company paid an aggregate share issuance cost of $100,950 and issued 33,606 finders’ warrants with a fair value of $46,777. The Finders’ warrants have the same terms as the private placement warrants. The Company recognized a flow-through premium liability of $138,820 as a reduction of share capital.
For the year ended November 30, 2024, the Company had the following share capital transactions:
i) On November 26, 2024, 127,272 shares were issued pursuant to an advisory agreement.
ii) On June 25, 2024, the Company completed a non-brokered private placement of 2,887,114 flow-through units (each a “FT Unit”) at a price of $0.52 per FT Unit to raise gross proceeds of $1,501,299. Each FT Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to
acquire one additional common share for 24 months at an exercise price of $0.60. In connection with the private placement, the Company paid cash finders' fees totaling $102,016 and issued 195,030 non-transferable warrants to eligible finders. The finders' warrants are exercisable to acquire one common share at a price of $0.52 for 24 months.
iii) On March 18, 2024, the Company entered into an agreement to acquire interest in the Cree East uranium property and issued the following: 2,091,269 shares on March 28, 2024 and 3,042,123 shares on September 20, 2024.
iv) On March 28, 2024, the company issued 1,500,000 common shares to a third party as a finder’s fee for the Cree East project.
v) 2,574,632 share purchase warrants previously outstanding were exercised for gross proceeds of $1,287,316.
vi) 45,000 restricted share units were converted into shares.
vii) 170,000 options were exercised for gross proceeds of $79,050.
viii) On April 30, 2024, the Company completed a private placement of 2,400,000 units at a price of $0.50 per unit to raise gross proceeds of $1,200,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share until April 30, 2026 at an exercise price of $0.60. In connection with the private placement, the Company paid a cash finder’s fees of $61,600 and issued 130,200 warrants to certain finders.
Share Purchase Options
As at November 30, 2025 there were 86,427 stock options outstanding.
During the year ended November 30, 2025, the Company granted the following stock options and recognized $515,583 of share-based payments:
i) On September 16, 2025, in connection with the Arrangement, the Company granted an aggregate of 100,790 replacement options with exercise prices ranging from $1.64 to $16.38 and terms between 1.39 and 5.37 years. All options vested fully on the grant date. The fair value of the replacement options was estimated to be $41,565 calculated using the Black-Scholes option pricing model.
For the year ended November 30, 2024, the Company granted the following stock options:
i) On November 28, 2024, the company granted an aggregate of 150,000 options at an exercise price of $2.60 for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by November 28, 2025.
ii) On November 12, 2024, the company granted an aggregate of 1,350,000 Options to purchase up to a total of 1,350,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.275 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months and will be fully vested by November 12, 2025.
iii) On May 1, 2024, the company granted an aggregate of 1,000,000 options at an exercise price of $5.50 for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by May 1, 2025.
Warrants
As at November 30, 2025, there were 5,852,035 warrants outstanding. For year ended period ended November 30, 2025 the Company had the following transactions:
i) On October 31, 2025 the Company issued 3,640,000 warrants in connection with a non-brokered private placement. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.55 per share until October 31, 2027.
ii) On October 31, 2025, the Company issued 212,800 finder’s warrants. Each finder’s warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.55 for a period of two years from the date of issuance. The fair value of the finder’s warrants was estimated to be $171,103 calculated using the Black-Scholes option pricing model.
iii) On September 16, 2025, in relation to the Arrangement, the Company issued an aggregate of 810,295 replacement warrants with exercise prices ranging from $1.82 to $2.28 and terms between 0.36 year to 2.15 years. The fair value of the finder’s warrants was estimated to be $41,565 calculated using the Black-Scholes option pricing model.
iv) On December 12, 2024, 694,100 warrants were issued as part of the non-brokered private placement and 33,606 warrants were issued to certain finders involved in the Offering at an exercise price of $4. The fair value of the finder’s warrants was estimated to be $46,777 calculated using the Black-Scholes option pricing model.
v) On June 25, 2024, the Company issued an aggregate of 19,503 finder warrants to eligible finders. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $5.20 per share for a period of two years from the date of issuance. The fair value of the finder’s warrants was estimated to be $67,020 calculated using the Black-Scholes option pricing model.
vi) On April 30, 2024, the Company issued an aggregate of 13,020 finder warrants to eligible finders. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $6 per share for a period of two years from the date of issuance. The fair value of the finder’s warrants was estimated to be $56,512 calculated using the Black-Scholes option pricing model.
For the period ended November 30, 2024 the Company had the following share capital transactions:
i) On June 25, 2024, 2,887,114 warrants were granted. The exercise price of $0.60 was repriced to $0.36 on October 17, 2024.
ii) 195,030 finders warrants were granted at an exercise price of $0.52 on June 25, 2024.
iii) 2,574,632 warrants previously outstanding were exercised for gross proceeds of $1,287,316.
iv) On April 30, 2024, 2,400,000 warrants were granted. The exercise price of $0.60 was repriced to $0.36 on October 18, 2024.
v) 130,200 finders warrants were granted at an exercise price of $0.60 on April 30, 2024.
Restricted Share Units (RSU’s)
As at November 30, 2025 there were no restricted stock units outstanding.
For the period ended November 30, 2024, the Company had the following share capital transactions:
i. On November 14, 2024 25,000 restricted share units were converted into shares.
ii. On October 31, 2024 20,000 restricted share units were converted into shares.
iii. 820,000 restricted stock units were granted on December 15, 2023.
iv. 20,000 restricted stock units were granted on February 2, 2024.
v. 200,000 restricted stock units were exercised on April 23, 2024.
vi. 620,000 restricted stock units were forfeited on May 15, 2024.
FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
The Company’s financial assets include cash and is classified as Level 1. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.
Assets measured at fair value on a recurring basis were presented on the Company’s Statement of Financial Position as at November 30, 2025 are as follows:
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Quoted Prices in Active Markets For Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |
| $ | $ | $ | $ | |
| Cash | 633,816 | – | – | 633,816 |
| Investments | – | – | - |
Fair value
The fair value of the Company’s financial instruments approximates their carrying value as at November 30, 2025 because of the demand nature or short-term maturity of these instruments.
Financial risk management objectives and policies
The Company’s financial instruments include cash, demand loan receivable, and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
(i) Currency risk
The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.
The Company does not have any significant foreign currency denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.
(ii) Interest rate risk
The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short-term.
The Company has not entered into any derivative instruments to manage interest rate fluctuations.
(iii) Credit risk
Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company places these instruments with a high-quality financial institution.
(iv) Liquidity risk
In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.
Additional Risk Factors
There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company's business and its involvement in the precious metal exploration and development industry.
This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.
Reliance on Key Personnel
The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business
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activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member could cause severe adverse consequences.
Substantial Capital Requirements and Liquidity
The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the Independence Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling, permitting and mine development. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company's ability to raise capital through future sales of common shares.
The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company's requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.
Property Commitments
The Company's mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.
Exploration and Development
Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company's exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production.
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Operational Risks
The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.
There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.
Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.
Environmental Risks
All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production, or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company's financial condition, results of operations or prospects.
The Company's development opportunities at the Independence Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company's operations or prospects.
Volatility of the Market Price of the Company's Common Shares
The Company's common shares are listed on the Canada Securities Exchange ("CSE") under the symbol NEXU, on the Frankfurt Stock Exchange under the trading symbol 6NN and, on the OTCQB under the trading symbol GIDMF. The quotation of the Company's common shares on the CSE may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the
trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company's common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company's common shares include the following:
(a) The trading volume and general market interest in the Company's common shares could affect a shareholder's ability to trade significant numbers of common shares; and
(b) The size of the public float in the Company's common shares may limit the ability of some institutions to invest in the Company's securities.
As a result of any of these factors, the market price of the Company's common shares at any given point in time might not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.
Future Share Issuances May Affect the Market Price of the Common Shares
In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company's securities will have on the market price of the common shares.
Economic and Financial Market Instability
Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company's financial position, may impact the Company's ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company's financial position could have important consequences, including the following:
(a) Increasing the Company's vulnerability to general adverse economic and industry conditions;
(b) Limiting the Company's ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;
(c) Limiting the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry; and
(d) Placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.
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Issuance of Debt
From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company's debt levels above industry standards. The Company's articles do not limit the amount of indebtedness that the Company may incur. The level of the Company's indebtedness from time to time could impair the Company's ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company's ability to service its debt obligations will depend on the Company's future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.
Industry Competition and International Trade Restrictions
The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including gold, around the world.
Governmental Regulation and Policy
Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company's properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.
The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.
Properties May be Subject to Defects in Title
The Company has investigated its rights to explore the various projects in its portfolio and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company's detriment. There can also be no assurance that the Company's rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.
No Revenue and Negative Cash Flow
The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company's operating activities could impede its ability to raise capital through debt or equity in its business operations. In addition, working capital deficiencies could negatively impact the Company's ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.
Legal and Litigation
All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company's business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.
Insurance
The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornadoes, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.
There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.
No assurance can be given that insurance covers the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered
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by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company's future cash flow, earnings, results of operations and financial condition.
Conflicts of Interest
The Company's directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.
FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES
During the year ended November 30, 2025, there has been no significant change in the Company's internal control over financial reporting since last year.
The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company's financial statements for the year ended November 30, 2025.
The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim and Year End Filings on SEDAR at www.sedar.com.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. 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 NI 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.
APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A and the Company will provide copies upon request.
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