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Origen Resources Inc. — Management Reports 2022
Nov 30, 2022
47903_rns_2022-11-29_440fcdc3-d6d2-49e8-8e4e-2d1627c0c103.pdf
Management Reports
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Management Discussion and Analysis – September 30, 2022
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
For the three and six-month period ended September 30, 2022
November 29, 2022
This Management’s Discussion and Analysis (“MD&A”) of Origen Resources Inc. (the “Company” and “Origen”) provides analysis of the Company’s financial results for the three and six-month period ended September 30, 2022. The following information should be read in conjunction with the condensed interim consolidated financial statements including the notes thereto for the three and six-month period ended September 30, 2022 and with the audited financial statements as at March 31, 2022, and the notes to those statements, prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Financial information contained herein is expressed in Canadian dollars, unless stated otherwise. All information in this MD&A is current as of November 29, 2022 unless otherwise indicated. Readers are cautioned that this MD&A contains “forward-looking statements” and that actual events may vary from management’s expectations. Readers are encouraged to read the cautionary note contained herein regarding such forward-looking statements. This MD&A was reviewed, approved and authorized for issue by the Company’s Audit Committee, on behalf of our Board of Directors, on November 28, 2022.
Description of Business
The Company was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on September 12, 2019. The address of its head office is located at Suite 488-625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6. The Company’s registered and records office is 400 – 725 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G5. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol ORGN and the Frankfurt Exchange under the symbol 4VX.
Origen is a dynamic mineral exploration company focused on project generation and exploration of its key assets that span a variety of commodities and jurisdictions.
The Company’s assets are made up of a 100% interest in the LGM Property located in British Columbia, and a 100% interest in the Los Sapitos Lithium Project located in Argentina, acquired from private vendors. In
Management Discussion and Analysis – September 30, 2022
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addition to property assets, Origen holds investments in West Mining Corp. (CSE: WEST), Opawica Explorations Inc. (TSXV: OPW), Forty Pillars Mining Corp. (CSE: PLLR) (“Forty Pillars”), CAVU Energy Metals Corp. (CSE: CAVU) and NevGold Corp. (TSXV: NAU).
On April 28, 2020, the Company and Raffles Financial Group Limited (formerly Explorex Resources Inc.) (“Raffles”) closed a plan of arrangement (the “Plan of Arrangement”). Pursuant to the Plan of Arrangement, Raffles spun out certain assets and liabilities to the Company, along with the transfer of $500,000 in cash, for consideration of 13,621,958 common shares and 935,325 share purchase warrants of the Company to Raffles’ shareholders.
Overall Performance
The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and achieve future profitable operations. As at September 30, 2022, the Company had a working capital deficit of $431,955 (March 31, 2022 - $1,637,167) and had not yet achieved profitable operations. The Company expects to incur further losses in the development of its business. All of these circumstances comprise a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. If the going concern assumption were not appropriate for the consolidated financial statements, it could be necessary to restate the Company’s assets and liabilities on a liquidation basis.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The Company’s business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts of the pandemic and the conflict in the Ukraine to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.
Management Discussion and Analysis – September 30, 2022
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Mineral Properties
| Silver Dollar Property Arlington Property |
Beatrice Property Kagoot Brook Project Bonanza Mountain Project Broken Handle Project |
Wishbone Property LGM Property Middle Ridge Property |
NFLD Lithium Project Los Sapitos Lithium Total |
|
|---|---|---|---|---|
| Acquisition Costs | 17,829 20,000 463,926 337,500 - - - - - - - - (17,829) - - - |
|||
| Opening, March 31, 2021 | 434,040 $ 63,920 |
94,167 624,833 29,000 |
40,118 - 2,125,333 |
|
| Additions | - 69,500 |
60,000 - 64,500 |
35,770 140,306 370,076 |
|
| Recoveries | - - |
(154,167) - - - - - |
- - (154,167) - - (451,869) |
|
| Transfer of assets | (434,040) - |
|||
| Closing, March 31, 2022 Additions Closing,September 30,2022 |
- 133,420 - - |
- 20,000 463,926 337,500 - - - - |
- 624,833 93,500 - - - |
75,888 140,306 1,889,373 - 7,990 7,990 |
| - 133,420 |
- 20,000 463,926 337,500 |
- 624,833 93,500 |
75,888 148,296 1,897,363 |
|
| 51 (20,000) (4,307) - - - 819 - - - 1,580 - - - 5,488 - - - - - - - - - - - (7,897) - (51) - - - |
||||
| Exploration Costs | ||||
| Opening, March 31, 2021 | - 1,000 |
49,618 279,350 97,867 |
- - 403,579 |
|
| Assay | - 25,940 |
- - - |
17,859 - 44,618 |
|
| Equipment, field supplies, and other |
- 49,264 |
801 32,609 - |
261,446 19,000 364,700 |
|
| Geological | - 35,613 |
- - 7,888 |
- - 48,989 |
|
| Geophysical | - - |
140,089 88,757 9,278 |
- - 238,124 |
|
| Staking | - - |
- - - |
73,635 - 73,635 |
|
| Recoveries | - (10,000) |
(190,508) (49,766) - |
- - (258,171) |
|
| Transfer of assets | - - |
- - - |
- - (51) |
|
| Closing, March 31, 2022 | - 101,817 |
- (20,000) (4,317) - - - - - - - - - - - - - |
- 350,950 115,033 |
352,940 19,000 915,423 |
| Assays | - - |
- 15,429 - |
27,334 3,053 45,816 |
|
| Drilling Equipment, field supplies, and other Closing,September 30,2022 |
- - - - |
- 405,014 - - 859,562 - |
- - 405,014 201,711 51,097 1,112,370 |
|
| - 101,817 |
- (20,000) (4,317) - |
- 1,630,955 115,033 |
581,985 73,150 2,478,623 |
|
| $ - $ - $459,609 $337,500 |
||||
| Balance, September 30, 2022 | $ - $ 235,237 |
$- $2,255,788 $208,533 |
$657,873 $221,446 $4,375,986 |
Management Discussion and Analysis – September 30, 2022
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Below is a description of the material mineral projects and the underlying agreements:
Kagoot Brook Cobalt Project, New Brunswick
On April 28, 2020, the Company acquired the Kagoot Brook Cobalt Project (“Kagoot Brook Project”) as part of the Plan of Arrangement.
On May 11, 2020, the Company entered into a Sale, Assignment and Assumption Agreement (the “Assumption Agreement”) with West Mining Corp. (“West”) with respect to the purchase and assumption by West of all of the Company’s rights, title and interest in, to and under an option and joint venture agreement relating to Kagoot Brook Project dated May 10, 2018, and as amended on January 7, 2020, with Great Atlantic Resources Corp. (“Great Atlantic”) (the “Underlying Agreement”). For consideration, West issued an aggregate of 500,000 common shares, valued at $90,000, to the Company. As a result, the Company recognized an impairment of $10,000 in exploration and evaluation assets during the year ended March 31, 2021.
Arlington Property, British Columbia
On April 28, 2020, the Company acquired 100% of the Arlington Property as part of the Plan of Arrangement. The property is located in British Columbia.
On April 15, 2021, the Company increased the size of its Arlington property through the purchase of a 100% interest in the Fresh Pot claims in Beaverdell, British Columbia by paying $3,500 in cash and issuing 200,000 common shares by August 15, 2021 (issued with a fair value of $66,000). The Fresh Pot claims are subject to a 1% NSR royalty, which can be purchased by the Company for $1,000,000.
The Company entered into an option agreement with Jessy Ventures Corp. (“Jessy Ventures”) on September 17, 2021, whereby Jessy Ventures has the right to acquire a 60% interest in the Arlington Property. Pursuant to the option agreement, Jessy Ventures will be paying the Company $185,000 ($10,000 received), issuing 2,000,000 common shares and incurring $750,000 in exploration expenditures on the property as follows:
-
Paying $10,000 upon signing as a non-refundable deposit (received);
-
Issuing 200,000 common shares upon final receipt of final approval of the option agreement by the TSX Venture Exchange (the “Exchange Approval Date”);
-
Paying $25,000, issuing 300,000 common shares and incurring $125,000 in exploration expenditures on or before the first anniversary of the Exchange Approval Date;
-
Paying $50,000, issuing 500,000 common shares and incurring $250,000 in exploration expenditures on or before the second anniversary of the Exchange Approval Date; and
-
Paying $100,000, issuing 1,000,000 common shares and incurring $375,000 in exploration expenditures on or before the third anniversary of the Exchange Approval Date.
Any shortfall in cumulative exploration expenditures can be settled in either cash or common shares at the option of the Company. Jessy Ventures is also required to reimburse the Company for the costs that have been incurred on the recently completed exploration program on the Fresh Pot claims totaling approximately $110,000 within 5 days of the Exchange Approval Date. Subsequent to September 30, 2022, the terms of the required reimbursement were amended such that Jessy Ventures will issue 900,000 common shares at a deemed price of $0.10 per common share and pay $20,000 in cash.
Management Discussion and Analysis – September 30, 2022
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Upon exercise of the option, the Company will be granted a 1.5% NSR royalty on the property, of which Jessy Ventures can purchase 1% of the NSR royalty for $1,000,000 within one year of commencement of commercial production.
The option agreement was to be terminated if Exchange Approval Date was not obtained by October 31, 2022. On October 31, 2022, Jessy Ventures received conditional approval for the transaction from the TSX Venture Exchange.
Silver Dollar Property, British Columbia
On April 28, 2020, the Company acquired the Silver Dollar Property as part of the Plan of Arrangement with Raffles.
The Company owned a 100% interest in the Silver Dollar Property, located in the Revelstoke Mining District of British Columbia, subject to an existing 1% NSR royalty held by Happy Creek Minerals Ltd., beginning upon commencement of commercial production on the property.
During the year ended March 31, 2022, the Company spun out the Silver Dollar Property to Forty Pillars.
Beatrice Property, British Columbia
On April 28, 2020, the Company acquired 100% of the Beatrice Property as part of the Plan of Arrangement. The Beatrice Property is located in the southern portion of the Silver Dollar Property and forms part of the Silver Dollar Property.
During the year ended March 31, 2022, the Company spun out the Beatrice Property to Forty Pillars.
Bonanza Mountain Project, British Columbia
On April 28, 2020, the Company acquired the Bonanza Mountain Project as part of the Plan of Arrangement.
The Company holds a 100% interest in the Bonanza Mountain Project in the historic Knight’s Mining Camp, Grand Forks area, British Columbia. To earn the 100% interest, the Company issued 300,000 common shares, valued at $54,000, during the year ended March 31, 2021.
On June 12, 2020, the Company granted Tearlach Resources Ltd. (“Tearlach”) an option to acquire a 75% interest in the project by:
-
(a) Paying an aggregate of $210,000 and issuing 500,000 common shares over a three year period as follows:
-
$10,000 upon signing (received);
-
$25,000 and issuing 100,000 common shares by January 22, 2021 (received);
-
$50,000 and issuing 100,000 common shares on or before January 7, 2022;
-
$50,000 and issuing 100,000 common shares on or before January 7, 2023; and
-
• $75,000 and issuing 200,000 common shares on January 7, 2024.
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Management Discussion and Analysis – September 30, 2022
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-
(b) Incurring $500,000 in exploration expenditures as follows:
-
$100,000 by January 7, 2022; and
-
$400,000 by January 7, 2024.
Any excess exploration expenditures would be cumulative and could carry forward to future years or in the event of a shortfall of exploration expenditures, Tearlach could pay the Company in cash or shares at the Company’s election.
Upon exercise of the option, the Company was to be granted a 1.5% NSR royalty on the property, of which Tearlach could purchase 1.0% of the NSR royalty for $1,000,000 within one year of commencement of commercial production.
During the year ended March 31, 2022, Tearlach elected to terminate the option agreement.
Broken Handle Project, British Columbia
On May 11, 2020, the Company acquired a 100% interest in the Broken Handle Project located 50km north of Grand Forks, British Columbia, through issuance of 1,500,000 shares valued at $352,500. The property is subject to a 1% NSR royalty. The Company has the option to purchase 0.5% of the 1% NSR royalty for $1,000,000.
On December 15, 2020, the Company granted Hawthorn Resources Corp. (“Hawthorn”) an option to acquire a 75% interest in the project by incurring $500,000 in exploration expenditures on the property, paying the Company $250,000 ($15,000 received) and issuing 1,000,000 common shares as follows:
-
Paying $15,000 upon signing (received);
-
Paying $25,000 and issuing 150,000 common shares within 15 days of Exchange approval and acceptance of the 43-101 report (“Exchange Approval Date”);
-
Issuing 200,000 common shares and incurring $100,000 in exploration expenditures on or before 12 months after the Exchange Approval Date;
-
Paying $60,000 on or before 18 months of the Exchange Approval Date;
-
Paying $70,000 and issuing 250,000 common shares on or before the second anniversary of the Exchange Approval Date; and
-
Paying $80,000, issuing 400,000 common shares and incurring $400,000 in exploration expenditures on or before the third anniversary of the Exchange Approval Date.
Upon exercise of the option, the Company will be granted a 1.5% NSR royalty on the property, of which Hawthorn can purchase 1% of the NSR royalty for $1,000,000 within one year of commencement of commercial production.
This transaction is deemed to be a related party transaction by virtue of common directors.
LGM Property and Wishbone Property, British Columbia
On May 27, 2020, the Company entered into a Sale and Assignment Agreement to acquire a 100% interest in the LGM Property located in British Columbia and an option to acquire a 100% interest in the Wishbone
Management Discussion and Analysis – September 30, 2022
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Property located in British Columbia from Orogenic Regional Exploration Ltd. (“Orogenic”). The transaction is deemed to be a related party transaction by virtue of two common directors.
In consideration for the assignment and the property transfer, the Company:
-
Paid a non-interest-bearing advance to Orogenic in the amount of $25,000 which was repayable by September 10, 2020 with a fee of up to $10,000 ($35,000 was received, of which $10,000 was recorded as recovery against acquisition costs);
-
Issued 5,000,000 common shares (issued and valued at $700,000); and
-
Granted Orogenic a right to appoint a further member to the Board of Directors of the Company.
The LGM and Wishbone Properties are subject to NSR royalties of 2% and 1%, respectively.
During the year ended March 31, 2021, the Company paid $63,500 in relation to reclamation deposits associated with the LGM and Wishbone Properties.
Wishbone Property
Pursuant to the option agreement dated May 29, 2019 to acquire 100% interest of the Wishbone Property, the Company was to:
-
Pay $10,000 (paid by Orogenic) and issue 100,000 common shares (issued by Orogenic) upon execution of option agreement;
-
Pay $15,000 (paid) and issue 100,000 common shares (issued and valued at $14,000) by May 29, 2020;
-
Pay $25,000 (paid) and issue 100,000 common shares (issued and valued at $35,000) by May 29, 2021;
-
Pay $50,000 and issue 200,000 common shares by May 29, 2022; and
-
Pay $50,000 and issue 200,000 common shares by May 29, 2023.
On October 4, 2021, the Company entered into an assignment agreement with Forty Pillars to transfer to Forty Pillars a 100% interest in the Company’s Wishbone Property.
In consideration for the assignment and the property transfer, the Company:
-
Received $1,000,000 in cash from Forty Pillars.
-
Received an unsecured $2,000,000 promissory note Forty Pillars with a three-year term bearing interest at 5% per annum, payable monthly.
-
Received a 1% NSR royalty of which 0.5% of the NSR can be purchased by Forty Pillars prior to commercial production for $1,000,000.
Forty Pillars is obligated to make the remaining share issuances and cash payments under the original property agreement. Forty Pillars has also reimbursed the Company $140,089 for geophysical exploration costs incurred.
During the year ended March 31, 2022, the Company recorded a gain on sale of Wishbone of $2,795,413.
Management Discussion and Analysis – September 30, 2022
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LGM Property
The LGM project hosts three highly prospective exploration zones comprising the Red, Grizzly and Lucifer zones, and borders Evergold Corp.’s Snoball project. In the Red Zone area, the newly exposed gossanous exploration targets lie within Hazelton Group rocks along the Northmore Fault and bear geological and structural similarities to mineralization on the adjacent Snoball property immediately to the northwest. The Grizzly prospect is a Cu-Au porphyry target defined by a 1200 m x 500 m Cu-Au soil anomaly and the Lucifer target consists of a 300m x 300m gold-in-soil anomaly discovered by Noranda in 1991 and has only experienced minimal field exploration to date.
On August 5, 2020, the Company announced the commencement of fieldwork at three gold-copper target areas (Red Zone, Grizzly, and Lucifer) on the LGM Property, comprising 26,771 hectares in the highly prospective Golden Triangle of Northwest British Columbia.
On March 3, 2021, the Company announced that it has received results from its 2020 Phase 2 field program at the LGM Property.
Key Highlights
-
Two prominent new anomalies discovered, the Hidden Zone and Long Ridge prospects, northeast of Lucifer.
-
The Hidden Zone Anomaly is a broad gold and silver anomaly in talus fines believed to be close to source and open to the northeast and to the southwest.
-
The Long Ridge prospect is defined by a 600 metre long copper-molybdenum-rhenium anomaly in talus fines.
-
The district-scale Lulu Porphyry Target Area now stretches over 4 km to the northeast from Lucifer, encompasses multiple high-priority prospects, and may be indicative of a more substantial and extensive mineralizing system than previously thought.
-
The pronounced rhenium signature is especially significant due to its inherent potential value and as a diagnostic geochemical fingerprint of major copper-molybdenum-gold porphyry systems.
On July 21, 2022, the Company announced that it has mobilized crews for its inaugural drill program at the LGM Property.
Key Highlights
-
All drill targets are shallow and have never been tested.
-
New district-scale copper-molybdenum porphyry target with associated anomalous rhenium values in the heart of the Golden Triangle.
-
Priority gold target in addition to adjacent copper-molybdenum porphyry target.
-
Coincident geochemical, geophysical and alteration anomalies is the focus of drilling.
-
Drilling has commenced at the Hidden Gold Zone, one of three high priority targets.
Three priority areas in the 4 km by 5km district-scale Lulu porphyry area (“Lulu”) will be drilled during the program. The targets exhibit geochemical and geophysical similarities to other large nearby porphyry deposits and encompasses multiple high-priority prospects of which the Long Ridge, Hidden Gold and the Lulu targets
Management Discussion and Analysis – September 30, 2022
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will be tested in this program. LGM drilling sites have been selected to support testing multiple geological, geochemical and geophysical targets from each location, thereby maximizing the Company’s ability to continue advancing this project. The phase one drill program is planned to consist of up to 2,500m of drilling. Modelling of the magnetics and VTEM geophysical surveys flown last summer has upgraded the potential and priority ranking for both the copper-molybdenum-rhenium Long Ridge and the Hidden Gold zones. The geophysics has revealed coincident magnetic and EM conductivity features that closely overlap the Long Ridge surface geochemical anomaly, making for a very compelling drill target. In addition, the geophysical features extend to the north of Long Ridge into an unexplored area, indicating a larger target than currently expressed by the geochemical anomaly. At the Hidden Gold zone, geophysical interpretation has highlighted potential structural controls, and the geophysics displays a larger target corridor underlying the zone than currently defined by the surface geochemical anomaly.
The proceeds from the flow through units private placement (the first tranche of which closed in July 2022) will be used for exploration expenditures on the LGM Property.
Middle Ridge Property, Newfoundland
On October 28, 2020, the Company entered into an option agreement to acquire a 100% interest in the 7,875 ha Middle Ridge Pond Property located in Newfoundland’s renowned Exploits Subzone Gold Belt from private vendors. Pursuant to the option agreement, the Company is to:
-
Pay $16,000 (paid) and issue 100,000 common shares (issued and valued at $13,000) by November 1, 2020;
-
Pay $15,000 (paid) and issue 150,000 common shares (issued and valued at $49,500) by November 1, 2021;
-
Pay $25,000 and issue 200,000 common shares by November 1, 2022 (issued subsequent to September 30, 2022);
-
Pay $25,000 and issue 250,000 common shares by November 1, 2023; and
-
Pay $35,000, issue 400,000 common shares and incur exploration expenditures of $750,000 by November 1, 2024.
The property is subject to a 2% NSR royalty, of which 1% NSR royalty can be purchased for $1,000,000.
In November 2022, the Company entered into an assignment and assumption agreement with 1345984 B.C. Ltd (“134”) for the Middle Ridge Property. In consideration for the agreement, 134 will issue 500,000 common shares to the Company, and assume the $25,000 option payment due November 1, 2022, and the subsequent option payments and share issuances. If 134 is late in paying the $25,000 option payment due November 1, 2022, 134 will issue 100,000 common shares for each calendar week the payment is late.
NFLD Lithium Project, Newfoundland
During the year ended March 31, 2021, the Company acquired a 100% interest in the NFLD Lithium Project by staking.
On June 10, 2021, the Company purchased additional lithium claims within the NFLD Lithium Project. The Company paid a total of $2,770, issued 100,000 common shares (issued and valued at $33,000) and granted a 1% NSR royalty to private vendors. 0.5% of the NSR royalty can be purchased prior to commercial
Management Discussion and Analysis – September 30, 2022
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production for $500,000. An ‘Area of Mutual Interest’ was also granted within the existing boundaries of the NFLD Lithium Project (the “AMI”). If the Company stakes new claims within the AMI, the staked claims will become part of the NFLD Lithium Project and its NSR royalty. If the vendors stake or caused to stake any new claims within the AMI on or before June 10, 2023, the Company must issue an additional 10,000 common shares per claim staked.
On September 26, 2022 (“Effective Date”), the Company granted 134 an option to acquire a 100% interest in the project. 134 is a private company that intends to enter into a transaction with a publicly traded entity. Pursuant to the option agreement, 134 is to:
-
Pay $100,000 and issue 7,000,000 common shares of a public, or soon to be public company within 90 days of the Effective Date; and
-
Pay $150,000 and grant the Company a 1.5% NSR royalty within 12 months of the Effective Date.
Los Sapitos Lithium Project, Argentina
On October 1, 2021 (the “Execution Date”), the Company entered into an option agreement to acquire a 100% interest in the Los Sapitos Lithium Project located in Argentina from private vendors. On September 30, 2022, certain terms of the option agreement were amended.
Pursuant to the option agreement, the Company is to:
-
Pay USD$25,000 (paid) upon signing;
-
Pay USD$25,000 (paid) and issue 200,000 common shares (issued and valued at $72,000) on November 15, 2021;
-
Pay USD$10,000 (paid subsequent to September 30, 2022) and issue 200,000 common shares by October 15, 2022 (issued subsequent to September 30, 2022);
-
Pay USD$75,000 by December 15, 2022;
-
Incur USD$200,000 in exploration expenditures on or before December 15, 2022;
-
Pay USD$75,000 and issue 200,000 common shares on each anniversary of the Execution Date for four years beginning on the second anniversary; and
-
Incur an additional USD$4,800,000 in exploration expenditures on or before 60 months after the Execution Date.
On September 6, 2022, the Company announced that it has received results from its initial sampling program on its prospective lithium bearing Los Sapitos project in San Juan Province, Argentina.
Highlights
-
Evidence of three lithium target styles (brine, hot spring and clay hosted) within the Los Sapitos area;
-
Of the 12 sites sampled, four of these contained clay mineralogy favourable for hosting lithium;
-
Brine temperatures increase toward the higher lithium values suggesting a hot spring near or as a source of lithium; and
-
Sites with illite clay signatures have significantly higher lithium by strong acid digestion.
On September 15, 2022, the Company announced that it has applied to increase its lithium land package in La Rioja Province, Argentina by over 28,000 hectares. If approved, the Los Sapitos Lithium Project would be
Management Discussion and Analysis – September 30, 2022
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over 75,000 hectares in size. The new claim areas exhibit both clay and evaporite mineral signatures that may indicate the presence of near surface brine and hot spring activity.
Investments
| Number of Common | Shares Held | Fair | Value | |||
|---|---|---|---|---|---|---|
| September 30, | March 31, | September 30, | March 31, | |||
| 2022 | 2022 | 2022 | 2022 | |||
| Exploits Discovery Corp. (NFLD)(1) | - | 582,222 | $ | - | $ | 148,467 |
| Tearlach Resources Ltd. (TEA) | - | 100,000 | $ | - | $ | 25,000 |
| West Mining Corp. (WEST) | 10,000 | 10,000 | $ | 850 | $ | 900 |
| Opawica Explorations Inc. (OPW) | 950,000 | 950,000 | $ | 38,000 | $ | 304,000 |
| CAVU Energy Metals Corp. (CAVU) | - | 500,000 | $ | - | $ | 295,000 |
| NevGold Corp.(NAU) | 65,000 | - | $ | 22,750 | $ | - |
| $ | 61,600 | $ | 773,367 |
| Number of Share Purchase | Number of Share Purchase | |||||
|---|---|---|---|---|---|---|
| Warrants Held | Fair | Value | ||||
| September 30, | March 31, | September 30, | March 31, | |||
| 2022 | 2022 | 2022 | 2022 | |||
| West Mining Corp. (WEST)(1) | 55,000 | 55,000 | $ | 116 | $ | 353 |
| Opawica Explorations Inc. (OPW)(2) | 375,000 | 375,000 | $ | 94 | $ | 31,183 |
| CAVU Energy Metals Corp. (CAVU)(3) | 500,000 | 500,000 | $ | 12,736 | $ | 148,989 |
| FortyPillars MiningCorp.(PLLR)(4) | 5,000,000 | 5,000,000 | $ | 41,183 | $ | 297,880 |
| $ | 54,129 | $ | 478,405 |
(1) Each share purchase warrant is exercisable for one common share at an exercise price of $0.35 per common share until December 15, 2022. (2) Each share purchase warrant is exercisable for one common share at an exercise price of $0.60 per common share until May 31, 2023.
[(3)] Each share purchase warrant is exercisable for one common share at an exercise price of $0.60 per common share until January 21, 2024.
[(4)] Each share purchase warrant is exercisable for one common share at an exercise price of $0.24 per common share until October 28, 2024.
| Share Purchase | ||||||
|---|---|---|---|---|---|---|
| Common Shares | Warrants | Total | Investments | |||
| Balance, March 31, 2021 | $ | 1,838,767 | $ | - | $ | 1,838,767 |
| Additions | 572,133 | - | 572,133 | |||
| Disposals | (2,047,692) | - | (2,047,692) | |||
| Realized gain | 220,150 | - | 220,150 | |||
| Unrealizedgain | 190,009 | 478,405 | 668,414 | |||
| Balance, March 31, 2022 | 773,367 | 478,405 | 1,251,772 | |||
| Additions | 108,995 | - | 108,995 | |||
| Disposals | (346,772) | - | (346,772) | |||
| Realized gain | 27,006 | - | 27,006 | |||
| Unrealized loss | (500,996) | (424,276) | (925,272) | |||
| Balance,September 30,2022 | $ | 61,600 | $ | 54,129 | $ | 115,729 |
Management Discussion and Analysis – September 30, 2022
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Exploits Gold Corp.
On June 4, 2020, the Company entered into a strategic investment agreement with Exploits Gold Corp. (“Exploits Gold”). Exploits Gold was a private exploration company. The Company was granted an exclusive one year right of first refusal to acquire any of the new projects generated by Exploits Gold in exchange for 666,667 common shares of Exploits Gold for gross proceeds of $100,000.
On September 1, 2020, the Company entered into a share purchase and sale agreement with Crest Resources Inc. (“Crest”) to purchase additional shares of Exploits Gold. The Company purchased 3,000,000 common shares of Exploits Gold from Crest in exchange for 4,200,000 common shares of the Company valued at $840,000. This transaction is non-arm’s length due to common directors between the companies.
Exploits Gold was acquired by Exploits Discovery Corp. (formerly Mariner Resources Corp.) (“Exploits”) on September 18, 2020, resulting in the Company’s strategic investment becoming a reporting issuer traded on the CSE.
During the six months ended September 30, 2022, the Company sold 582,222 common shares of Exploits for net proceeds of $142,682.
These transactions are deemed to be related party transactions by virtue of common directors.
West Mining Corp.
During the year ended March 31, 2021, the Company acquired 110,000 units of West Mining Corp. (“West”) at a price of $0.18 per unit totaling $19,800. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into a common share at an exercise price of $0.35 for 2 years. On initial recognition, no value was assigned to the share purchase warrants. As at September 30, 2022, the warrants were valued using the Black-Scholes option pricing model with the following inputs: expected life – 0.21 years; risk-free rate of 3.79%; stock price of $0.09; exercise price of $0.35; and volatility of 176%.
On November 4, 2020, the Company received 500,000 common shares of West in relation to the Kagoot Brook Project valued at $90,000.
During the year ended March 31, 2022, the Company sold 100,000 common shares of West for net proceeds of $69,093.
Tearlach Resources Ltd.
On January 22, 2021, the Company received 100,000 common shares of Tearlach Resources Ltd. (“Tearlach”) in relation to the Bonanza Mountain Project valued at $8,000.
During the six months ended September 30, 2022, the Company sold 100,000 common shares of Tearlach for net proceeds of $14,810.
Opawica Explorations Inc.
On May 31, 2021, the Company purchased 750,000 units of Opawica Explorations Inc. (“Opawica”) for a total of $300,000. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at $0.60 per common share until May 31, 2023. This transaction is non-arm’s length as an officer and director of the Company is also an officer and director of Opawica. On initial
Management Discussion and Analysis – September 30, 2022
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recognition, no value was assigned to the share purchase warrants. As at September 30, 2022, the warrants were valued using the Black-Scholes option pricing model with the following inputs: expected life – 0.67 years; risk-free rate of 3.79%; stock price of $0.04; exercise price of $0.60; and volatility of 129%.
During the year ended March 31, 2022, the Company purchased an additional 200,000 common shares of Opawica for $72,133.
CAVU Energy Metals Corp.
On January 21, 2022, the Company purchased 500,000 units of CAVU Energy Metals Corp. (“CAVU”) for a total of $200,000. Each unit is comprised of one common share and one share purchase warrant, with each whole warrant exercisable at $0.60 per common share until January 21, 2024. On initial recognition, no value was assigned to the share purchase warrants. As at September 30, 2022, the warrants were valued using the BlackScholes option pricing model with the following inputs: expected life – 1.31 years; risk-free rate of 3.79%; stock price of $0.18; exercise price of $0.60; and volatility of 100%.
During the six months ended September 30, 2022, the Company sold 500,000 common shares of CAVU for net proceeds of $125,810.
Forty Pillars Mining Corp.
On October 28, 2021, the Company purchased 5,000,000 units of Forty Pillars at a price of $0.20 per unit. Each unit is comprised of one common share and one common share purchase warrant, with each warrant exercisable for one common share at an exercise price of $0.24 per common share until October 28, 2024. On initial recognition, no value was assigned to the share purchase warrants. As at September 30, 2022, the warrants were valued using the Black-Scholes option pricing model with the following inputs: expected life – 2.08 years; risk-free rate of 3.72%; stock price of $0.05; exercise price of $0.24; and volatility of 100%.
During the six months ended September 30, 2022, the Company sold 2,200,000 common shares of Forty Pillars for net proceeds of $109,005.
NevGold Corp.
On July 25, 2022, the Company purchased 200,000 common shares of NevGold Corp. (“NevGold”) for a total of $108,995.
During the six months ended September 30, 2022, the Company sold 135,000 common shares of NevGold for net proceeds of $63,470.
Results of Operations
Six months ended September 30, 2022 and 2021
During the six months ended September 30, 2022, the Company incurred a net loss of $1,565,267 as compared to a net income of $215,562 for the six months ended September 30, 2021.
Significant expenditures / movements included:
- Consulting fees of $38,500 (2021 - $104,319) – the decrease is related to the Company incurring higher consulting fees in 2021 when the April 2021 Plan of Arrangement closed.
Management Discussion and Analysis – September 30, 2022
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Professional fees of $108,753 (2021 - $135,059) – the decrease is related to the Company incurring higher professional fees in 2021 when the April 2021 Plan of Arrangement closed.
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Share-based payments of $Nil (2021 - $98,974) – the decrease is related to the Company issuing less stock options during the period ended September 30, 2022 compared to 2021.
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Unrealized loss on investments of $925,271 (2021 – gain of $316,240) – the change from period to period relates to marking to market the investments held at period end.
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Interest income of $99,594 (2021 - $Nil) – the increase is due to the interest earned from the promissory note from Forty Pillars for the sale of Wishbone.
-
Loss on sale of investment in Forty Pillars of $312,869 (2021 - $Nil) – the loss is due to the Company’s sale of shares of Forty Pillars during the period ended September 30, 2022.
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Flow-through premium recovery of $79,000 (2021 - $Nil) – the recovery is due to the Company incurring the required qualifying expenditures of $480,000 related to its flow-through shares issued during the period ended September 30, 2022, and the Company’s write-off of its provision for flowthrough indemnification.
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Equity loss on investment in Forty Pillars of $200,776 (2021 - $Nil) – the change from period to period relates to the loss recognized on Origen’s equity investment of Forty Pillars.
Three months ended September 30, 2022 and 2021
During the three months ended September 30, 2022, the Company incurred a net loss of $541,458 as compared to a net loss of $1,737,092 for the three-months ended September 30, 2021.
Significant expenditures / movements included:
-
Consulting fees of $18,000 (2021 - $84,819) – the decrease is related to the Company incurring higher consulting fees in 2021 when the April 2021 Plan of Arrangement closed.
-
Unrealized loss on investments of $131,730 (2021 – $1,134,111) – the change from period to period relates to marking to market the investments held at period end.
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Interest income of $49,965 (2021 - $Nil) – the increase is due to the interest earned from the promissory note from Forty Pillars for the sale of Wishbone.
-
Loss on sale of investment in Forty Pillars of $312,869 (2021 - $Nil) – the loss is due to the Company’s sale of shares of Forty Pillars during the period ended September 30, 2022.
-
Flow-through premium recovery of $79,000 (2021 - $Nil) – the recovery is due to the Company incurring the required qualifying expenditures of $480,000 related to its flow-through shares issued during the period ended September 30, 2022, and the Company’s write-off of its provision for flowthrough indemnification.
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Equity loss on investment in Forty Pillars of $50,874 (2021 - $Nil) – the change from period to period relates to the loss recognized on Origen’s equity investment of Forty Pillars.
Management Discussion and Analysis – September 30, 2022
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Summary of Quarterly Reports
Results for the most recent quarters ending with the last quarter for the period ended September 30, 2022:
| Three Months | Ended | |||
|---|---|---|---|---|
| September 30, | June 30, | March 31, | December 31, | |
| 2022 | 2022 | 2022 | 2021 | |
| $ | $ | $ | $ | |
| Interest income | 49,965 | 49,629 | 51,317 | 44,931 |
| Net income (loss) | (541,458) | (1,023,809) | (122,503) | 2,247,398 |
| Basic earnings (loss) per | ||||
| common share | (0.01) | (0.03) | (0.00) | 0.07 |
| Diluted earnings (loss) | ||||
| per common share | (0.01) | (0.03) | (0.00) | 0.07 |
| Three Months | Ended | |||
|---|---|---|---|---|
| September 30, | June | March 31, | December 31, | |
| 2021 | 30, 2021 | 2021 | 2020 | |
| $ | $ | $ | $ | |
| Interest income | Nil | Nil | Nil | Nil |
| Net income (loss) | (1,737,092) | 1,949,654 | (2,288,328) | 556,627 |
| Basic earnings (loss) per | ||||
| common share | (0.05) | 0.06 | (0.06) | 0.02 |
| Diluted earnings (loss) | ||||
| per common share | (0.05) | 0.05 | (0.06) | 0.02 |
During the three-month period ended December 31, 2020, the Company recognized an unrealized gain on the Company’s investments of $696,467.
During the three-month period ended March 31, 2021, the Company wrote off $1,071,806 of mineral properties, issued stock options and recognized an unrealized loss on the Company’s investments.
During the three-month period ended June 30, 2021, the Company recognized an unrealized gain on the Company’s investments of $1,450,351, and a realized gain on the Company’s investments of $610,530.
During the three-month period ended September 30, 2021, the Company recognized an unrealized loss on the Company’s investments of $1,134,111, and a realized loss on the Company’s investments of $326,363.
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Management Discussion and Analysis – September 30, 2022
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During the three-month period ended December 31, 2021, the Company recognized a realized gain on the Company’s investments of $142,225. The Company also recognized a gain of $2,795,413 on the sale of the Wishbone property.
During the three-month period ended March 31, 2022, the Company recognized an unrealized gain on the Company’s investments of $253,633, and a realized loss on the Company’s investments of $206,243.
During the three-month period ended June 30, 2022, the Company recognized an unrealized loss on the Company’s investments of $793,541, and an equity loss on its Investment in Forty Pillars of $149,902.
During the three-month period ended September 30, 2022, the Company recognized a loss on sale of Investment in Forty Pillars of $312,869, and an equity loss on its Investment in Forty Pillars of $50,874.
Mineral exploration is typically a seasonal business, and accordingly, the Company’s operating expenses, and cash requirements will fluctuate depending upon the season and the level of activity. The Company’s primary source of funding is through the issuance of share capital. When the capital markets are depressed, the Company’s activity level normally declines accordingly. As capital markets strengthen, and the Company is able to secure equity financing with favourable terms, the Company’s activity levels, and the size and scope of planned exploration projects will typically increase.
Related Party Transactions
Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.
During the six months ended September 30, 2022, the Company entered into the following transactions with related parties:
Paid or accrued exploration costs of $1,084,513 (2021 - $251,087) that were capitalized as exploration and evaluation assets to a company controlled by a director of the Company.
Paid or accrued management fees of $45,000 (2021 – $45,000) to a company controlled by a director and Chief Executive Officer of the Company.
Paid or accrued management fees of $45,000 (2021 - $45,000) to a company controlled by a director and President of the Company.
Paid or accrued consulting fees of $Nil (2021 - $2,000) to a former director of the Company.
Paid or accrued consulting fees of $36,000 (2021 - $36,000) to a company controlled by a director of the Company.
Paid or accrued rent of $10,800 (2021 - $9,300) to a company controlled by a director of the Company.
Management Discussion and Analysis – September 30, 2022
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Paid or accrued professional fees of $Nil (2021 - $15,000) to a company controlled by the former Chief Financial Officer of the Company.
Paid or accrued professional fees of $23,841 (2021 - $Nil) to a company of which the Chief Financial Officer of the Company is an owner.
Paid or accrued professional fees of $6,000 (2021 - $6,000) to a company controlled by a director and Chief Executive Officer of the Company.
As at September 30, 2022, $639,596 (March 31, 2022 - $244,822) was included in accounts payable and accrued liabilities owing to officers and directors of the Company in relation to services provided and reimbursement of expenses.
Short term loan
During the year ended March 31, 2022, the Company received a non-interest-bearing short-term loan from Crest of $1,000,000 for a 30-day term. In exchange, the Company issued Crest a one-time bonus of 160,000 common shares (valued at $60,800). The loan was repaid during the year ended March 31, 2022.
Liquidity and Capital Resources
| September 30, | March 31, | |
|---|---|---|
| 2022 | 2022 | |
| As At | $ | $ |
| Working capital (deficit) | (431,955) | 1,637,167 |
| Retained earnings (deficit) | (998,613) | 566,654 |
| Cash | 26,107 | 656,827 |
| Current assets | 322,755 | 1,977,943 |
| Current liabilities | 754,710 | 340,776 |
| Shareholders’ equity | 6,291,199 | 7,361,896 |
The Company does not have any commitments for material capital expenditures, and none are presently contemplated other than normal operating requirements. The Company is dependent on the sale of common shares to finance its exploration activities, property acquisition payments and general and administrative costs. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time, for any particular period, or if available, that it can be obtained on terms satisfactory to the Company.
The Company does not generate sufficient cash flow from operations to fund its exploration activities, its acquisitions and its administration costs. The Company is reliant on equity financing to provide the necessary cash to continue its operations.
Management Discussion and Analysis – September 30, 2022
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| Six months ended | Year ended | |
|---|---|---|
| September 30, | March 31, | |
| 2022 | 2022 | |
| $ | $ | |
| Cash used in operating activities | (230,449) | (793,146) |
| Cash (used in) provided by investing activities | (942,841) | 809,756 |
| Cash provided by financing activities | 542,570 | 453,380 |
| Change in cash | (630,720) | 469,990 |
Off Balance Sheet Agreements
As at September 30, 2022, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
Subsequent Events
Subsequent to September 30, 2022, the Company entered into the following transactions:
-
a) In October 2022, the Company granted 500,000 stock options to consultants of the Company. The options are exercisable at a price of $0.17 and have a term of three years.
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b) In October 2022, the Company paid USD$10,000 and issued 200,000 common shares pursuant to the Los Sapitos Lithium Project option agreement.
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c) In October 2022, the Company issued 200,000 common shares pursuant to the Middle Ridge Property option agreement.
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d) In November 2022, the Company entered into an assignment and assumption agreement with 1345984 B.C. Ltd (“134”) for the Middle Ridge Property. In consideration for the agreement, 134 will issue 500,000 common shares to the Company, and assume the $25,000 option payment due November 1, 2022, and the subsequent option payments and share issuances. If 134 is late in paying the $25,000 option payment due November 1, 2022, 134 will issue 100,000 common shares for each calendar week the payment is late.
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e) In October 2022, the Company entered into a loan reduction agreement with Forty Pillars. Pursuant to the terms of the agreement, the Company received a $70,000 payment and reduced the principal of the unsecured promissory note by $140,000. A new promissory note has been signed for the principal amount of $1,860,000 with all other terms and conditions being the same.
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f) In October 2022, the Company entered into an amendment to the Arlington Property option agreement. The terms of Jessy Ventures’ required reimbursement to Origen of $110,000 were amended such that Jessy Ventures will issue 900,000 common shares at a deemed price of $0.10 per common share and pay $20,000 in cash.
Management Discussion and Analysis – September 30, 2022
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g) In November 2022, the Company sold 15,000 common shares of NevGold for gross proceeds of $5,910.
Critical Accounting Policies and Estimates
The details of the Company’s accounting policies are presented in Note 3 of the financial statements for the year ended March 31, 2022.
Management Financial Risks
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The fair value of cash is based on Level 1 inputs of the fair value hierarchy. The fair values of the Company’s receivables and accounts payable and accrued liabilities approximate their carrying values due to their shortterm nature. The Company’s fair value of investments (except for warrants) were based on the quoted market prices of the shares as at September 30, 2022 and was therefore measured using Level 1 inputs. The fair value of the warrants were determined using certain Level 3 inputs, as the Black-Scholes option pricing model was utilized. The Company’s promissory note is measured as the present value of the discounted future cash flows.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and receivables. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions.
The majority of the Company’s cash is held with major Canadian based financial institutions. Receivables are due from a government agency and Forty Pillars.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2022, the Company had a cash balance of $26,107 to settle current liabilities of $754,710.
Management Discussion and Analysis – September 30, 2022
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Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
a) Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The promissory note receivable bears interest at 5% per annum. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company’s operations are carried out in Canada and Argentina. The Company does not have financial assets or liabilities in a foreign currency.
c) Price risk
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors the commodity prices of precious metals, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
The Company's investments of $115,729 are subject to fair value fluctuations. As at September 30, 2022, if the fair value of the Company's investments had decreased/increased by 10% with all other variables held constant, income and comprehensive income for the six months ended September 30, 2022 would have been approximately $11,600 lower/higher.
Risk and Uncertainties
The Company’s operations and results are subject to a number of different risks at any given time. These factors include, but are not limited to, disclosure regarding exploration, additional financing, project delay, titles to properties, price fluctuations and share price volatility, operating hazards, insurable risk and limitations of insurance, management, foreign country and regulatory requirements, currency fluctuations and environmental regulation risk.
a) the state of the capital markets, which will affect the ability of the Company’s to finance mineral property acquisitions and expand its contemplated exploration programs;
b) the prevailing market prices for base metals and precious metals;
Management Discussion and Analysis – September 30, 2022
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c) the consolidation and potential abandonment of the Company’s property as exploration results provide further information relating to the underlying value of the property; and
d) the ability of the Company to identify and successfully acquire additional mineral properties in which the Company may acquire an interest whether by option, joint venture or otherwise, in addition to or as an alternative to the property.
Other Risk Factors
Additional Financing
The Company has limited financial resources and provides no assurance that it will obtain additional funding for future acquisitions and development of projects or to fulfill its obligations under applicable agreements. The Company provides no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties with the possible dilution or loss of such interests. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources. The Company provides no assurance that it can operate profitably or that it will successfully implement its plans for its further exploration and development of its properties.
Permits and Licenses
The Company will require licenses and permits from various governmental and non-governmental authorities for its operations. The Company has obtained, or plans to obtain, all necessary licenses and permits required to carry on the activities it is currently conducting or which it proposes to conduct under applicable laws and regulations. However, such licenses and permits are subject to change in regulations and in various operating circumstances. The Company provides no assurance that it will obtain all necessary licenses and permits required to carry out exploration, development and mining operations.
Political Regulatory Risks
Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, and labour relations, repatriation of income and return of capital. This may affect both the Company’s ability to undertake exploration and development activities in respect of the properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate the properties. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.
Currency Risk
Currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in a world market in United States dollars. The Company’s costs are incurred primarily in Canadian dollars.
Management Discussion and Analysis – September 30, 2022
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Dependence on Key Individuals
The Company is dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on the Company. In addition, the Company will be highly dependent upon contractors and third parties in the performance of its exploration and development activities. The Company provides no guarantee that such contractors and third parties will be available to carry out such activities on behalf of the Company or be available upon commercially acceptable terms.
Competitive Factors in the Precious and Base Metals Markets
Most mineral resources including precious and base metals are essentially commodities markets in which one would expect to be a small producer with an insignificant impact upon world production. As a result, production, if any, would be readily sold and would likely have no impact on world market prices. The significant downturn in the world economies in recent months has driven the commodities prices much lower which has made raising capital more difficult than past years.
Outstanding Share Data
The following table summarizes the outstanding share capital as of the date of the MD&A:
| Exercise | |||
|---|---|---|---|
| Number | Price | ExpiryDate | |
| Common Shares | 37,763,654 | n/a | n/a |
| Stock Options | 1,275,000 | $0.15 | June 1, 2025 |
| Stock Options | 1,200,000 | $0.23 | January 21, 2026 |
| Stock Options | 325,000 | $0.29 | December 3, 2026 |
| Stock Options | 125,000 | $0.23 | January 18, 2027 |
| Stock Options | 500,000 | $0.17 | October 17, 2025 |
| Warrants | 200,000 | $0.36 | May 17, 2023 |
| Warrants | 800,000 | $0.50 | July29,2024 |
Escrowed Shares and Warrants
As at September 30, 2022, 466,856 (March 31, 2022 – 700,286) common shares and 113,237 (March 31, 2022 –169,854) share purchase warrants of the Company were held in escrow and a portion will be released every 6 months from November 5, 2022 until May 5, 2023.
Forward-Looking Information
This MD&A, which contains certain forward-looking statements, are intended to provide readers with a reasonable basis for assessing the financial performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward looking statements. Forward looking statements are necessarily based
Management Discussion and Analysis – September 30, 2022
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upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets such as Canadian dollar, fluctuations in the prices of commodities, changes in government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, or other countries in which the Company carries or may carry on business in the future, risks associated with mining or development activities, the speculative nature of exploration and development, including the risk of obtaining necessary licenses and permits, and quantities or grades of reserves. Many of these uncertainties and contingencies can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Readers are cautioned that forward-looking statements are not guarantees of future performance. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those acknowledged in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
Disclosure Controls and Procedures
Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements for the three and six-month period ended September 30, 2022 and this accompanying MD&A (together, the “Interim Filings”).
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR at www.sedar.com.
Additional Information in relation to the Company
Additional information relating to the Company is available:
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(a) On SEDAR at www.sedar.com under Origen Resources Inc
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(b) On Origen’s website at https://origenresources.com/
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(c) In the Company’s quarterly financial statements for the three and six-month period ended September 30, 2022 or the audited financial statements for the year ended March 31, 2022.