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Playfair Mining Ltd. Management Reports 2025
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Management Reports
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Management's Discussion and Analysis
YE Feb 28, 2025
FORM 51-102F1
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED FEBRUARY 28, 2025
Introduction
This management’s discussion and analysis (MD&A) of Playfair Mining Ltd. is the responsibility of management and covers the year ended February 28, 2025. The MD&A takes into account information available up to and including August 6, 2025 and should be read together with the audited financial statements for the year ended February 28, 2025 and the audited consolidated financial statements, notes and MD&A for the years ended February 29, 2024 and February 28, 2023 all of which are available on the Sedar website at www.sedarplus.ca.
Throughout this document the terms we, us, our, the Company and Playfair refer to Playfair Mining Ltd. All financial information in this document is prepared in accordance with IFRS Accounting Standards (“IFRS”) and presented in Canadian dollars unless otherwise indicated.
Additional information related to the Company is available for view on SEDAR at www.sedarplus.ca and on the Company’s website at www.playfairmining.com.
Forward-Looking Statements
Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.
Forward-looking information includes disclosure regarding possible or anticipated events, conditions or results of operations which are based on assumptions about future economic conditions and courses of action, and includes future oriented financial information with respect to prospective results of operations or financial position or cash flow that is presented either as a forecast or a projection. Forward-looking information is often, but not always, identified by the use of words such as seek, anticipate, believe, plan, estimate, expect and intend; statements that an event or result is due on or may, will, should, could, or might occur or be achieved; and other similar expressions.
Description of Business
The Company’s main business is the acquisition, exploration and development of natural resource properties. The Company currently has interests in properties in the following countries:
- Osterdalen Project, Norway – nickel, copper, cobalt property
- Golden Circle Project, Canada – gold property
Refer to the Exploration Property Summary below for more information regarding the natural resource properties. The Company trades on the TSX Venture Exchange under the symbol “PLY”.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
Performance Summary
During the year ending February 28, 2025, the Company:
- entered into an option agreement with ExplORE Resources Limited (“ExplORE”) to purchase 100% of the Golden Circle Project in Nova Scotia, Canada.
- arranged a non-brokered private placement of up to 10,000,000 common shares of the Company at a price of $0.025 per share for aggregate gross proceeds of up to $250,000. Subsequent to year end the Company expanded the financing and issued 11,000,000 common shares at $0.025 per share for gross proceeds of $275,000 of which $225,000 was received as of the date of this report.
Selected Annual Information
The following table provides a brief summary of the Company’s financial operations. For more detailed information, refer to the audited financial statements for:
| Year Ended February 28, 2025 | Year Ended February 29, 2024 | Year Ended February 28, 2023 | |
|---|---|---|---|
| Total income | $ - | $ - | $ - |
| Net loss before other items | 159,980 | 270,207 | 348,992 |
| Net loss before income taxes | 203,930 | 3,485,977 | 361,390 |
| Net loss | 203,930 | 3,485,977 | 361,390 |
| Basic and diluted loss per share | - | - | - |
| Total assets | 93,010 | 164,948 | 3,201,390 |
| Total long-term liabilities | - | - | - |
| Cash dividends | - | - | - |
During the year ended February 28, 2025, the Company issued 1,000,000 shares (valued at $15,000) to ExplORE as part of the acquisition of the Golden Circle project. The Company wrote off it’s Folldal and Osterdalen Project properties and recorded an impairment of $72,550 resulting in an increase to net loss and decrease to total assets.
During the year ended February 29, 2024, the Company issued 10,000,000 common shares at $0.05 per share for gross proceeds of $500,000 of which $38,000 is in subscriptions receivable as at February 28, 2025. The Company wrote off it’s RKV Project property and recorded an impairment of $3,215,204 resulting in an increase to net loss and decrease to total assets.
During the year ended February 28, 2023 the Company issued 10,700,000 common shares at $0.075 per share for gross proceeds of $802,500 of which $22,000 is in subscriptions receivable as at February 28, 2025. The Company incurred share issuance costs of $4,963. During the year ended February 28, 2023, the Company issued 435,600 shares (valued at $34,848) to EMX as part of the acquisition of the RKV Project.
Refer to the Summary of Quarterly results below for more detailed information. The Company has not paid any dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance the growth of its business.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
Property and Exploration Summary
Refer to the audited consolidated financial statements and notes for the year ended February 28, 2025 for the Exploration and Evaluation Assets table. Michael Moore, P.Geo, is the qualified person who has reviewed the technical information contained in this document regarding Grey River Tungsten on behalf of the Company. Greg Davison, P.Geo. acted as a Qualified Person who reviewed the technical information contained in this document regarding Folldal, Osterdalen, Golden Circle Project property.
Golden Circle Project property, Canada
During fiscal 2025, the Company entered into an option agreement with ExplORE Resources Limited to purchase 100% of the Golden Circle Project in Nova Scotia, Canada. The total option price is $650,000 payable over 3 years (of which $130,000 was paid subsequent to February 28, 2025) with 5 licenses subject to a 3% NSR and 4 licenses subject to a 1% NSR. For the 5 licenses with the 3% NSR, the Company has the right at any time to buy out up to 2/3 of each NSR upon payment (on each license) of $500,000 for the first 1/3 (i.e. 1% NSR) and $1,000,000 for the second 1/3 (i.e. 1% NSR). For the 4 licenses with the 1% NSR, the Company has no right to buy out the NSR. The Company issued 1,000,000 common shares valued at $15,000 to ExplORE in consideration of an initial 90-day due diligence period and paid license fees of $2,890.
Grey River Tungsten, Newfoundland, Canada
The Company acquired a 100% interest in the Grey River property located in southern Newfoundland, Canada. The property is subject to a 4% NSR of which up to 2% may be purchased by the Company for up to $2,000,000. Due to a delay in future exploration activity on the property, the Company had recorded an impairment of $2,993,944 during fiscal 2016. During fiscal 2019 the Company paid $15,600 license renewal fees to keep the property in good standing. During the fiscal 2021 the Company paid $2,600 for license extension for additional 5 years. During the year ended February 28, 2022, the Company further paid $28,600 for "Cash in Lieu" of exploration to keep the property in good standing. During the year ended February 28, 2025, the Grey River license expired and the Company received a $28,600 refund for a Grey River license renewal fee overpayment.
RKV Project property, Norway
On February 28, 2019, the Company had entered into an option and exploration agreement to acquire a 100% interest in the Rostvangen and Vakkerlien properties in South Central Norway ("RKV Project") from Eurasian Minerals Sweden AB ("EMX"). During fiscal 2023, the Company having tested the better targets by drilling without achieving significant potentially economic results decided not to continue exploration of the RKV project and recorded an impairment of $3,215,204 during fiscal 2024.
Folldal Project property, Norway
During fiscal 2023, the Company acquired exploration rights on the 80.7 square kilometer Folldal Project directly from the Norwegian government by application to the Directorate of Mining. There are no underlying property deals or royalties. The Company has decided not to continue exploration of the Folldal project and recorded an impairment of $26,817 during fiscal 2025.
Osterdalen Project property, Norway
During fiscal 2023, the Company acquired exploration rights on the approximately 216 square kilometer North Østerdalen Project. These rights are issued directly from the Norwegian government by application to the Directorate of Mining. There are no underlying property deals or royalties. The Company has decided not to continue exploration of the Østerdalen project and recorded an impairment of $45,733 during fiscal 2025. Subsequent to year end the Company renewed the license for 2 exploration permits at Østerdalen.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
Results of Operations
The financial statements reflect the financial condition of the Company's business for the year ended February 28, 2025.
During the year ended February 28, 2025, the Company incurred general and administrative expenses of $159,980 (February 29, 2024 - $270,207).
Significant decreases in expenses are as follows: filing fees $10,190 (February 29, 2024 - $14,728), management fees $30,000 (February 29, 2024 - $60,000), office and miscellaneous $33,399 (February 29, 2024 - $55,815), professional fees $8,861 (February 29, 2024 - $73,697), telephone $8,980 (February 29, 2024 - $13,051), and travel and trade shows $4,486 (February 29, 2024 - $9,776). Significant increases in expense are as follows: shareholder communication $23,798 (February 29, 2024 - $17,687) and transfer agent and regulatory fees $11,547 (February 29, 2024 - $5,279). An overall decrease to expenses was due to decrease in promotional and administrative expenses.
Summary of Quarterly Results:
| Three Months Ended | ||||
|---|---|---|---|---|
| February 28, 2025 | November 30, 2024 | August 31, 2024 | May 31, 2024 | |
| Total Assets | $ 93,010 | $ 142,728 | $ 139,705 | $ 191,110 |
| Mineral Properties and Deferred Costs | 17,890 | 75,440 | 72,550 | 72,550 |
| Working Capital (deficiency) | (296,897) | (176,222) | (171,693) | (189,043) |
| Shareholder's Equity (Deficiency) | (220,002) | (80,123) | (85,459) | (106,279) |
| Other Income | - | 28,600 | - | - |
| Net Income (loss) | (159,376) | 5,336 | (19,683) | (30,207) |
| Earnings (loss) per share | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.00) |
| Three Months Ended | ||||
| --- | --- | --- | --- | --- |
| February 29, 2024 | November 30, 2023 | August 31, 2023 | May 31, 2023 | |
| Total Assets | $ 164,948 | $ 3,640,275 | $ 3,627,328 | $ 3,411,108 |
| Mineral Properties and Deferred Costs | 29,726 | 3,232,801 | 3,227,801 | 3,187,497 |
| Working Capital (deficiency) | (253,972) | 53,248 | 50,611 | (57,053) |
| Shareholder's Equity | (136,072) | 3,337,890 | 3,338,231 | 3,151,963 |
| Other Income | - | - | - | - |
| Net Income (loss) | (3,347,462) | (22,841) | (61,732) | (47,942) |
| Earnings (loss) per share | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.01) |
During the quarter period ended February 28, 2025, the Company issued 1,000,000 common shares valued at $15,000 to ExplORE as part of Golden Circle Project property acquisition. The Company wrote off its Folldal and Osterdalen Project properties and recorded an impairment of $72,550 resulting in an increase to net loss and decrease to total assets.
During the quarter period ended November 30, 2024, the Company received a $28,600 refund for a Grey River license renewal fee overpayment.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
During the quarter period ended February 29, 2024 the Company wrote off its RKV Project property and recorded an impairment of $3,215,204.
Significant exploration costs were incurred on the properties during the following periods resulting in an increase to Mineral Properties and Deferred Costs:
a) Three month period ending August 31, 2023: $40,304
b) Three month period ending May 31, 2023: $64,483
During the quarter period ended May 31, 2023 the Company issued 10,000,000 common shares at $0.05 per share for gross proceeds of $500,000.
Liquidity and Capital Resources
Playfair’s mineral exploration and development activities do not provide a source of income and we therefore have a history of losses, working capital deficiencies and an accumulated deficit. However, given the nature of our business, the results of operations as reflected in the net losses and losses per share do not provide meaningful interpretation of our valuation.
The Company has financed its operations to date primarily through the issuance of common shares. The Company will continue to seek capital through the issuance of common shares.
Operating activities: The Company does not generate any revenues and generally does not receive any cash from operating activities. Net cash used in operating activities for the year ended February 28, 2025, was $2,407 compared to $55,509 for the year ended February 29, 2024. The significant decrease in cash used was mainly attributed to decrease in expenses.
Investing activities: Net cash used in investing activities related to mineral property expenditures. Net cash used in investing activities for the year ended February 28, 2025, was $93,524 compared to $358,566 for the year ended February 29, 2024. The decrease in cash used is due to decrease in exploration expenditures.
Financing activities: Net cash provided by financing activities for the year ended February 28, 2025, was $105,000 compared to $398,500 for the year ended February 29, 2024. The decrease in cash provided was due to decrease in financing activities.
The consolidated financial statements for the year ended February 28, 2025, do not reflect adjustments, which could be material, to the carrying value of assets and liabilities, which may be required should the Company be unable to continue as a going concern.
Contractual Obligations
Except as described herein or in the Company’s consolidated financial statements at the date of this report, the Company had no material financial commitments.
Off-Balance Sheet Arrangements
At the date of this report, 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.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
Outstanding Share Data
As at the date of this report, the Company had 141,347,160 common shares issued and outstanding. The Company has granted options to acquire common shares as follows:
| Number of Shares | Exercise Price | Expiry Date | |
|---|---|---|---|
| Options | 4,350,000 | 0.20 | June 1, 2026 |
| 1,500,000 | 0.20 | August 30, 2026 | |
| 100,000 | 0.12 | December 12, 2026 | |
| 100,000 | 0.12 | March 21, 2027 |
Related Party Transactions
The key management personnel of the Company are the Directors, Chief Executive Officer, and the Chief Financial Officer. Included in accounts payable at February 28, 2025 is $47,862 (February 29, 2024 - $23,643) due to directors of the Company. Included in advances at February 28, 2025 is $59,005 (February 29, 2024 - $88,174) paid to a company owned by a former officer of the Company. During the year ended February 28, 2025, the related company was advanced $42,634 (February 29, 2024 - $222,670) and applied advances of $71,803 (February 29, 2024 - $143,215) as reimbursements for expenses incurred on behalf of the Company. Included in prepaid expenses at February 28, 2025, is $Nil (February 29, 2024 - $20,000) paid to a company owned by a former officer of the Company for management fees. Included in subscriptions receivable at February 28, 2025 is $340,500 (February 29, 2024 - $120,500) due from a former officer of the Company.
Compensation of the Company’s key management personnel is comprised of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Professional fees | $ - | $ 27,000 |
| Management fees | 30,000 | 60,000 |
Proposed Transactions
There is currently no proposed transaction under consideration.
Financial and Capital Risk Management
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 fair value of the Company’s cash, receivables, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held at large Canadian financial institution in interest bearing accounts. The Company has no investment in asset backed commercial paper. Receivables consist of receivables due from the government of Canada.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at February 28, 2025, the Company had a cash balance of $12,885 to settle current liabilities of $313,012. To maintain liquidity, the Company is currently investigating financing opportunities and new exploration projects. Current market conditions make the present environment for raising additional equity financing unfavourable and there can be no assurance these efforts will be successful in the future. All of the Company’s financial liabilities are subject to normal trade terms. The Company is exposed to liquidity risk.
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. These fluctuations may be significant.
(a) Interest rate risk
The Company has a limited exposure to interest rate risk.
(b) Foreign currency risk
The Company is not currently exposed to significant foreign currency risk as most transactions are denominated in Canadian dollars.
(c) Price risk
The company is exposed to price risk with respect to commodity prices. Changes in commodity prices will impact the economics of development of the Company’s mineral properties. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.
Capital management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital that it manages as shareholders’ deficiency.
The properties in which the Company currently has an interest are in the exploration stage; as such the Company has historically relied on the equity markets to fund its activities. Current financial markets are very difficult and there is no certainty with respect to the Company’s ability to raise capital. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended February 28, 2025.
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
Risk Factors
Companies in the exploration stage face a variety of risks and, while unable to eliminate all of them, the Company aims at managing and reducing such risks as much as possible. The Company faces a variety of risk factors such as project feasibility and practically, risks related to determining the validity of mineral property title claims, commodities prices and environmental laws and regulations. Management monitors its activities and those factors that could impact them in order to manage risk and make timely decisions.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the year. Actual results could differ from these estimates.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, 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:
i) The carrying value and the recoverability of exploration and evaluation assets, which are included in the statements of financial position. The cost model is utilized and the value of the exploration and evaluation assets is based on the expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.
ii) The valuation of shares issued in non-cash transactions, including shares issued for property option payments and in the settlement of debt. Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices.
iii) The recognition of deferred tax assets. The Company consider whether the realization of deferred tax assets is probable in determining whether or not to recognize these deferred tax assets.
Subsequent Event
Subsequent to the year ended February 28, 2025, the Company issued 11,000,000 common shares at $0.025 per share for gross proceeds of $275,000 of which $45,000 has been received during the year ended February 28, 2025 and $50,000 is remaining receivable from a former officer of the Company as of the date of this report.
Changes in accounting standards and accounting standards issued but not yet effective
During the year ended February 28, 2025, the Company adopted the following amendment:
IAS 1 Presentation of Financial Statements
Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and
Playfair Mining Ltd.
Management's Discussion and Analysis
YE Feb 28, 2025
must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument.
The adoption of this amendment did not have a material impact on the consolidated financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements
The IASB has issued IFRS 18 - Presentation and Disclosure in Financial Statements which will be effective for the Company’s fiscal year beginning March 1, 2027. The objective of IFRS 18 is to set out requirements for the presentation and disclosure of information in financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income, and expenses. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows.
The Company has not determined the effect of IFRS 18 on its consolidated financial statements.
As of the date of this report, certain new standards and amendments to existing standards have been published by the IASB that are not yet effective and have not been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted in the Company’s accounting policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and amendments are either not adopted or are not expected to have a material impact on the Company’s consolidated financial statements
Playfair Mining Ltd.