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North Atlantic Titanium Corp. — Management Reports 2025
Aug 30, 2025
48103_rns_2025-08-29_2ff5ed4e-2e1c-43bc-939b-608ba5175b98.pdf
Management Reports
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MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
Background
The following Management's Discussion and Analysis ("MD&A") is current as of August 29, 2025. This MD&A contains a review and analysis of financial results for Muzhu Mining Ltd. ("the Company") for the three months ended June 30, 2025. This MD&A should be read together with the financial statements and related notes for the three months ended June 30, 2025 which are prepared in accordance with IFRS Accounting Standards ("IFRS"). All dollar amounts referenced in this MD&A are in Canadian dollars.
Forward-Looking Statements
Certain statements and information related to Muzhu Mining Ltd.'s ("Muzhu" or the "Company") business contained in this Management's Discussion and Analysis are of a forward-looking nature. They are based on opinions, assumptions or estimates made by the Company's management or on opinions, assumptions or estimates made available to or provided to and accepted by the Company's management. Such statements and information reflect management's current views and expectations of future events or results and are subject to a variety of risks and uncertainties that are beyond management's control. Readers are cautioned that these risks and uncertainties could cause actual events or results to significantly differ from those expressed, expected or implied and should therefore not rely on any forward-looking statements.
Overview
Muzhu Mining Ltd. ("MUZHU" or the "Company") was incorporated under the Business Corporations Act of British Columbia on January 24, 2018. The address of the Company's head office is 240 Sherbrooke Street, Suite 3206, New Westminster, BC, V3L 0A4, Canada and the registered office is 777 Hornby St. Suite 600, Vancouver, British Columbia, V6Z 1S4, Canada.
The Company's objective is to seek opportunities in the exploration, development and mining of precious and critical metals properties domestically and/or internationally. It currently has exploration property agreements in Canada and China.
Highlights for the Three Months Ended March 30, 2025 and Subsequent Period Up to August 29, 2025
a) On June 2, 2025, the Company entered a non-binding letter of intent with Romaine River Titanium Inc. ("Romaine River") to acquire 50% joint venture interest in the mineral property known as the Everett (the "Property"), located in Quebec. The Company paid $37,500 on behalf of Romaine River to a third party and in return is granted exclusivity in dealing with Romaine River and Everett to earn up to a 100% interest the Property through the joint venture agreement until July 31, 2029. The payment is deemed to be a non-refundable deposit and a credit against the initial exploration expenditure obligations of the Company under the definitive earn-in agreement to be entered into by July 15, 2025.
b) On June 3, 2025, the Company closed a non-brokered private placement of 840,000 non flow-through units at $0.10 per unit for gross proceeds of $84,000. Each unit consists of one non flow-through common share and one warrant entitling the holder to purchase one common share at $0.14 per share for the first year and $0.20 per share for the second year after issuance date.
c) On June 26, 2025, the Company granted 1,850,000 stock options to directors, officers, and consultants of the Company at an exercise price of $0.10.
d) During the three months ended June 30, 2025, the Company issued 150,000 common shares upon the exercise of stock options at a price of $0.05 raising gross proceeds of $7,500.
e) During the three months ended June 30, 2025, the Company issued 800,000 common shares upon the exercise of warrants at a price of $0.07 raising gross proceeds of $56,000. An additional of 687,500 common shares will be issued subsequent to the three months ended June 30, 2025 for warrants exercised at a price of $0.07 raising gross proceeds of $48,125 which was recorded as subscription received in advance as at June 30, 2025.
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
Exploration Activities and Plans
LMM Property
Muzhu Mining Ltd. has formed a strategic alliance through its wholly owned subsidiary, Luoyang Sow International Mining Company Ltd., with Luoning County Muzhu Mountain Lead and Silver Mine Company Ltd., within the Luoning county, Henan province of China, which owns a property contiguous to the north of Muzhu Mining's option agreement with the XWG silver property. The parties agreed to explore and develop the Niujuangou Mine area. During the year ended March 31, 2024, the Company paid 800,000 RMB (2023: 200,000 RMB) to a consulting company for property investigative work on the LMM Property, however the work was not completed and a total of 1,000,000 RMB was refunded to the Company in the year ended March 31, 2025.
XWG Property
On November 22, 2021, the Company entered into, renewed on November 23, 2022, and amended on November 21, 2023, an option agreement with Lingbao Yida Mining Co., Ltd., ("Lingbao") a private Chinese company, to acquire an undivided 60% interest in the Xia Wa Gou (XWG) mining property, located in the Province of Henan, People's Republic of China.
Pursuant to the terms of the amended option agreement, the Company is required to:
(a) incur minimum expenditures on the property of not less than an aggregate of $3,000,000 according to the following schedule:
(i) $500,000 on or before November 22, 2024; (the Company is in the process of renegotiating the minimum expenditures requirements with Lingbao as at March 31, 2025);
(ii) an additional $1,000,000 on or before November 22, 2025;
(iii) an additional $1,500,000 on or before November 22, 2026.
(b) issuing and delivering to Lingbao an aggregate of 3,750,000 common shares according to the following schedule:
(iv) 1,250,000 common shares on or before February 19, 2024 (the Company is in the process of renegotiating the share issuance terms with Lingbao as at March 31, 2025);
(v) 1,000,000 common shares on or before February 20, 2025;
(vi) 1,500,000 common shares on or before November 22, 2026.
Upon earning 60% in the XWG property, the Company can elect to earn in an additional 20% interest upon completion of a valuation report in exchange for cash and/or shares.
Sleeping Giant South Property
On November 10, 2020, the Company entered into a purchase agreement with North American Exploration inc. and Silverwater Capital Corp., private Canadian companies, to acquire a 100% interest in the Sleeping Giant South Property (the "Property"), in the Quevillon Mining Camp in Quebec.
Pursuant to the terms of the purchase agreement, the Company is required to:
(i) Make a cash payment of $7,888 on or before December 31, 2020 (paid);
(ii) Issuance of 3,500,000 common shares of the Company on or before December 31, 2020 (issued); and
(iii) Pay a royalty (the "Royalty") equal to 3% of Net Smelter Returns with respect to the Property.
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
The Property is subject to:
- an option to purchase one-third of the Royalty from North American Exploration Inc. and Silverwater Capital Corp. at any time for the sum of $500,000; and
- North American Exploration Inc. and Silverwater Capital Corp. shall be paid 20% of the proceeds received on the sale of the Property to a third party.
The Company completed an induced polarization survey (IP Survey) on its Sleeping Giant South property located less than 1 km southwest of the past-producing Sleeping Giant gold mine where Abcourt Mines Inc. recently announced re-opening of their mine and mill after processing tailings from the Sleeping Giant mine and ore from other deposits controlled by Abcourt in the region.
The IP Survey identified two anomalies as locally silicified horizon beds enriched in disseminated sulphides that the Company has determined as drill targets. This mineralization can occur along a shear zone with quartz/carbonate veining and/or along an altered contact favored by the upcoming of hydrothermal fluids. Drilling is planned to commence shortly and be completed before year's end.
Wulongguo Gold Mine
On December 13, 2024, the Company, entered into a three-year Exploration Agreement with Luoning County Qian Shan Mining Co., Ltd., to investigate the historical workings of the WGL V12 vein at the Wulongguo Gold Mine, located in Henan Province, China. As part of the agreement, the Company shall pay a 1,000,000 RMB of refundable security deposit to LCQS ($800,000 RMB or $158,480 paid as at March 31 and June 30, 2025) and 600,000 RMB of management fee (400,000 RMB paid) in the first year of the agreement for resource compensation. The fees will be renegotiated for the second and third years of the agreement. During the year ended March 31, 2025, the Company incurred $1,621,272 RMB or $312,419 (2024: $Nil) of property investigation costs, which included the $400,000 RMB of management fees paid.
Under the Exploration Agreement the Company constructed a new portal and drift to the historical workings of the WLG F12 vein and a 5,000 ton bulk sample is being planned to be excavated in preparation for processing at a local floatation mill.
Everett Property
On June 2, 2025, the Company entered a non-binding letter of intent with Romaine River Titanium Inc. ("Romaine River") to acquire 50% joint venture interest in the mineral property known as the Everett (the "Property"), located in Quebec. The Company paid $37,500 on behalf of Romaine River to a third party and in return is granted exclusivity in dealing with Romaine River and Everett to earn up to a 100% interest the Property through the joint venture agreement until July 31, 2029. The payment is a non-refundable deposit and a credit against the initial exploration expenditure obligations of the Company.
Summary of Quarterly Results
The following table summarizes financial data for the most recently completed quarters:
| Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | Mar 31, 2024 | Dec 31, 2023 | Sept 30, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $(222,186) | $(124,310) | $(222,136) | $(181,472) | $(194,639) | $(106,085) | $170,330 | $(168,408) |
| Basic and diluted loss per share | $(0.00) | $(0.00) | $(0.00) | $(0.00) | $(0.00) | $(0.00) | $0.00 | $(0.00) |
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
Financial Performance
For the three months ended June 30, 2025 (“Q1 2026”) compared to the three months ended June 30, 2024 (“Q1 2025”)
During the three months ended June 30, 2025, the Company incurred a net loss of $222,186 compared to a net loss of $194,639 during the three months ended June 30, 2024. Major variances are explained as follows:
- Consulting and directors’ fees increased from $34,218 for Q1 2025 to $55,682 for Q1 2026 due to fees paid for corporate finance and capital market advisory.
- Filing fees and transfer agent expenses decreased from $25,309 in Q1 2025 to $4,802 in Q1 2026 due to $nil paid to consultants for DTC eligibility during Q1 2026.
- Property investigation costs increased from $1,890 for Q1 2025 to $25,960 for Q1 2025. Property investigation costs incurred during Q1 2026 were related to workers insurance and safety services for Wulongguo project and exploration work for Everett project. Property investigation costs incurred during Q1 2025 were related to application of mining permits on the LMM property.
- Share-based compensation increased from $55,055 in Q1 2025 to $108,795 in Q1 2026. Share-based compensation in Q1 2026 was for the 1,850,000 stock options granted in 2026 to consultants, officers and directors. Share-based compensation in Q1 2025 was for the 1,450,000 stock options granted in 2025 to consultants, officers and directors.
Liquidity and Capital Resources
The Company is in the exploration stage and has no revenue or income from operations. The Company has limited capital resources and has to rely upon the sale of equity and/or debt securities for cash required for exploration and development purposes, for acquisitions and to fund the administration of the Company. Since the Company does not expect to generate any revenues from operations in the near future, it must continue to rely upon the sales of its equity or debt securities or joint venture agreements to raise capital. It follows that there can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any particular time or for any period and that such financing can be obtained on terms satisfactory to the Company.
The Company’s financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to obtain the necessary financing to meet its ongoing commitments and further its mineral exploration programs.
The Company may encounter difficulty sourcing future financing in light of the unknown economic recovery. The junior resource industry is still affected by the world economic situation as mineral exploration is considered speculative and high-risk in nature, making it somewhat difficult to fund. While the Company is using its best efforts to achieve its business plans by examining various financing alternatives, there is no assurance that the Company will be successful with the financing activities.
As of June 30, 2025, the Company had a working capital deficit of $512,830, compared to a working capital deficit of $514,555 at March 31, 2025.
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
Disclosure of Outstanding Share Data
As of the date of this MD&A, the Company had 44,287,678 shares outstanding. The following table summarizes maximum number of common shares outstanding as at March 31, 2025 and as of the date of this MD&A if all outstanding options and warrants were exercised to purchase common shares:
| June 30, 2025 | As of the date of this MD&A | |
|---|---|---|
| Common shares | 44,287,678 | 44,287,678 |
| Warrants to purchase common shares | 4,960,240 | 4,960,240 |
| Options to purchase common shares | 4,250,000 | 4,250,000 |
| 53,497,918 | 53,497,918 |
Related Party Transactions and Balances
Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company or its subsidiaries, directly or indirectly. Key management personnel consist of officers and directors, former officers and former directors of the Company.
A summary of the Company's related party transactions with directors and officers, or with companies associated with these individuals as follows:
| For the three months ended | June 30, 2025 | June 30, 2024 |
|---|---|---|
| Consulting fees paid to key management and directors | $31,104 | $31,278 |
During the three months ended June 30, 2025, there were 850,000 options issued to key management and directors resulting in a non-cash share-based compensation expense of $49,987. During the three months ended June 30, 2024, there were 850,000 options issued to key management and directors resulting in a non-cash share-based compensation expense of $32,274.
On August 13, 2024, the Company received a $5,000 non-interest bearing, on-demand loan from a director and officer of the Company.
At June 30, 2025, accounts payable and accrued liabilities include $168,154 (March 31, 2025 - $157,126) due to key management, directors of the Company and companies controlled by management or directors for services provided. These amounts are unsecured, non-interest bearing and have no specific terms of repayment
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
Critical accounting estimates
Estimate of recoverability for non-financial assets
When there are indications that an asset may be impaired, the Company is required to estimate the asset's recoverable amount. Recoverable amount is the greater of value in use and fair value less costs to sell. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value.
Share-based payments
The amounts recorded for share-based payments are based on estimates. The Black Scholes model is based on estimates of assumptions for expected volatility, expected number of options to vest, dividend yield, risk-free interest rate, expected forfeitures and expected life of the options. Changes in these assumptions may result in a material change to the amounts recorded for the issuance of stock options.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities and loan payable. The carrying value of these financial instruments approximates their fair values due to their immediate or short-term maturity.
The following table summarizes the fair value hierarchy under which the Company's financial instruments are valued.
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 - Inputs for the asset or liability that are not based upon observable market data.
Cash, accounts receivable and deposit are classified as amortized cost.
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
Financial Instrument Risks
The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk, interest rate risk, political risk, foreign currency fluctuation risk, and commodity risk. This is not an exhaustive list of all risks, nor will the mitigation strategies eliminate all risks listed.
a) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash or through the issuance of common shares. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs. The Company's financial obligations are limited to accounts payable and accrued liabilities and loan payable, all of which have contractual maturities of less than a year. The Company is exposed to liquidity risk.
MUZHU MINING LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JUNE 30, 2025
b) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. Cash is held with a major Canadian financial institution in Canada and the Bank of China in China. The Chinese government exercises significant control over China's economic growth by controlling payment of foreign currency-denominated obligations. While management does not believe that there is significant credit risk arising from the concentration of credit risk from the Company's customers, the foreign exchange controls imposed by the Chinese government may have an impact on the Company's cash flows.
c) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no interest-bearing debt. The Company's sensitivity to interest rates is minimal.
d) Political Risk
The Company has a subsidiary in the People's Republic of China. These operations are potentially subject to a number of political, economic and other risks that may affect the Company's future operations and financial position.
e) Foreign Currency Fluctuation Risk
The international nature of the Company's operations results in foreign exchange risk. The Company's operating costs and vendors are primarily in Canada and the People's Republic of China. Any fluctuations of the Canadian dollar in relation to the Chinese Yuan may affect the profitability of the Company and the value of the Company's assets and liabilities.
f) Commodity Price Risk
The Company's future success is linked to the price of minerals, because the value of mineral resources and the Company's future potential revenues are tied to prices of minerals. Worldwide production levels also affect the prices. The prices of minerals are occasionally subject to rapid short-term changes due to speculative activities.