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POLARX LIMITED Management Reports 2015

Sep 27, 2015

65639_rns_2015-09-27_074ecaa5-c02e-42bc-8322-9fe8c29506b6.pdf

Management Reports

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Management Discussion and Analysis

For the year ended June 30, 2015

Coventry Resources Inc. Management's Discussion and Analysis For the twelve ended June 30, 2015

This Management's Discussion and Analysis ("MD&A") prepared as at September 25, 2015, reviews the financial conditions and results of operations of Coventry Resources Inc. ("Coventry", or the "Company") for the fiscal year ended June 30, 2015 and all other material events up to the date of this report. The following discussion should be read in conjunction with the Company's annual audited consolidated financial statements and related notes for the fiscal year ended June 30, 2015.

The financial data included in the discussion provided in this report has been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are in Canadian dollars, unless otherwise noted.

The Company's certifying officers are responsible for ensuring that the annual audited consolidated financial statements and MD&A do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's officers certify that the annual audited consolidated financial statements and MD&A fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as the date hereof.

DESCRIPTION AND OVERVIEW OF BUSINESS

Coventry is a Canadian-based resource exploration company in the business of acquiring, exploring, and developing exploration and evaluation assets. The Company has no producing properties and consequently no operating income. The recovery of the amounts comprising exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete the exploration and development of those reserves and upon future profitable production. It is the Company's intention to obtain financing through access to public equity markets, debt and partnerships or joint ventures for its exploration expenditures and to meet ongoing working capital requirements.

Coventry is an active Company listed on the Australian Securities Exchange ("ASX") and is a reporting issuer in British Columbia, Alberta and Ontario. The Company's Common Shares, represented by fully-paid CHESS Depositary Instruments ("CDIs" or "Shares"), are listed for trading on the ASX under the symbol "CYY". The Company's Common Shares were listed for trading on the Toronto Venture Exchange ("TSXV") until December 23, 2014, at which time they were delisted at the request of the Company.

In February 2014, the Company completed a plan of arrangement (the "Chalice Transaction") with Chalice Gold Mines Limited ("Chalice"). Pursuant to the Chalice Transaction, the Company disposed of its major asset, being its 100% interest in the Cameron and Rainy River Gold Projects in Ontario, Canada, in consideration for 46 million shares of Chalice, which were subsequently distributed to the Company's shareholders on a pro rata basis as a return of capital.

In February 2015, the Company completed the acquisition of unlisted Australian company Aldevco Pty Ltd. ("Aldevco"), which holds the right to acquire an 80% interest in the Caribou Dome Copper Project ("Caribou Dome Project") via an agreement with unlisted US company Hatcher Resources Inc. ("Hatcher"). Accordingly the Company's principal asset is now the Caribou Dome Project, a copper exploration project located in Alaska, USA, in which the Company holds the right to acquire an 80% interest.

Acquisition

On November 5, 2014, the Company announced it had entered into agreements that provided it the right to acquire 80% of the Caribou Dome Project via the acquisition of Aldevco ("the Transaction"). On February 20, 2015, shareholders approved the Transaction, with completion taking place on February 25, 2015 following the issue of 60,000,000 new common shares of the Company to Aldevco's shareholders in consideration for the acquisition of 100% of the issued capital of Aldevco.

Aldevco holds the right to acquire an 80% interest in the Caribou Dome Project from Hatcher by:

  • (i) maintaining the claims (licenses) at the Caribou Dome Project in good standing, including making annual claim rental payments and ensuring minimum expenditure commitments are met;
  • (ii) expending a minimum of US$100,000 on the Caribou Dome Project for each of the 12 month periods ending 1 September 2015, 2016 and 2017;
  • (iii) expending a minimum of US$2,000,000 (inclusive of payments in (ii) above) in each of the three year periods (i) 2 September 2014 to 1 September 2017; (ii) 2 September 2017 to 1 September 2020; and (iii) 2 September 2020 to 6 June 2023 (unless the Earn-in deadline of 6 June 2023 is extended);
  • (iv) expending a total of US$9,000,000 on the Caribou Dome Project (inclusive of the payments in (ii) and (iii) above) or completing a feasibility study on the Project by 6 June 2023 (unless the Earn-in deadline of 6 June 2023 is extended); and
  • (v) making annual payments to the underlying vendors of the Caribou Dome Project, who are not related parties of Hatcher or Aldevco, in the amounts of:
Due Date Payment
6 June2015 US$20,000
6 June 2016 US$30,000
6 June 2017 US$50,000
6 June 2018 US$100,000
6 June 2019 US$100,000
6 June 2020 US$100,000
6 June 2021 US$100,000
6 June 2022 US$100,000
Earn-in deadline (currently 6 June 2023) US$1,360,000

Subject to Aldevco exercising its right to acquire an 80% interest in the Caribou Dome Project, Hatcher will retain a 10% interest in the Project with the remaining 10% held by SV Metals LP. The current owner of the Caribou Dome Project, C-D Development Corporation, would retain a 5.0% Net Smelter Returns royalty, with Coventry retaining the right to purchase this royalty for US$1million for each 1.0%.

Related parties of Michael Haynes, CEO/Director of Coventry, and Ian Cunningham, CFO/Corporate Secretary/Director of Coventry were majority shareholders of Aldevco prior to the Transaction and retain a majority shareholding in Hatcher post Transaction.

Coventry Resources Inc. Management's Discussion and Analysis For the twelve months ended June 30, 2015

The Company identified and recognized the individual identifiable assets acquired and liabilities assumed. The cost of acquisition was allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Consideration consisted entirely of shares of the Company which were measured at the fair value of the shares issued. The fair value of the 60,000,000 shares issued to Hatcher to complete the transaction was $646,998 (AUD$660,000).

The relative fair value of net assets at the transaction date is as follows:

February 25,
2015
ASSETS
Cash $11,900
Other receivables 310
Exploration and evaluation assets 822,175
Total Assets 834,385
LIABILITIES
Accounts payables and other payables 102,106
Due to Coventry Resources Inc. 85,281
Total Liabilities 187,387
Net assets $646,998

In addition, the Company also incurred $75,836 of acquisition costs directly related to the Transaction.

Sale of Assets

On November 1, 2013, Coventry and Chalice Gold Mines Limited ("Chalice") entered into a Plan of Arrangement ("the Chalice Transaction") under the British Columbia Corporations Act, pursuant to which Chalice would acquire 2235411 Ontario Inc., Coventry Resources Ontario Inc., Cameron Gold Operations, and Coventry Rainy Inc. (the "Coventry Subsidiaries" or "Disposal Group"). In consideration of the purchase of the Coventry Subsidiaries, the shareholders of Coventry would receive on a pro rata basis 46 million shares of Chalice (the "Chalice Consideration Shares") or 0.5054 Chalice Consideration Shares for every Coventry share subject to a working capital adjustment made in relation to the Coventry Subsidiaries. The completion of the Chalice Transaction was conditional upon receipt of regulatory, shareholder and board approval from both Chalice and Coventry.

Following initial merger discussions with Chalice, management identified indicators of impairment related to the projects held by the Coventry subsidiaries. The Cameron Gold, Rainy River, and Ardeen projects were assessed for impairment based on the recoverable amount which is determined using fair value less cost to sell. Accordingly, a cumulative impairment charge of $23,615,621 was recorded against these projects during the prior year. The impairment charge included a recovery on the Ardeen Project of $326,962.

On January 21, 2014, a special meeting was held where shareholders approved the Chalice Transaction. On February 4, 2014 (the "Completion Date"), Coventry and Chalice completed the Chalice Transaction following the receipt of regulatory approvals. On the Completion Date, the Chalice Consideration Shares, with a fair value of $6,266,768, were received by Coventry on trust for its shareholders.

Coventry Resources Inc. Management's Discussion and Analysis For the twelve months ended June 30, 2015

On February 7, 2014 (the "Distribution Date"), the Chalice Consideration Shares, with a revised fair value of $6,384,620, were distributed to Coventry shareholders on a pro rata basis. In accordance with IFRIC 7 – Distribution of Non-cash Assets to Owners, this distribution represented a return of capital. The change in the fair value of the Chalice Consideration Shares between the Completion Date and the Distribution Date, was recognized as a realized gain on available-for-sale securities of $117,852 in the consolidated statement of loss and comprehensive loss.

In addition, a positive working capital adjustment of $53,390 related to the Canadian subsidiaries was calculated upon completion of the Chalice Transaction and was repaid to the Company by Chalice in April 2014.

The net assets directly associated with the Chalice Transaction are as follows:

February 4,
2014
ASSETS
Cash and cash equivalents $54,142
Other receivables and
prepayments 19,870
Property, plant and equipment 298,560
Exploration and evaluation
assets 5,968,204
Total Assets 6,340,776
LIABILITIES
Trade and other payables 20,622
Total Liabilities 20,622
Net assets directly associatedwith the transaction $6,320,154

Exploration and Evaluation Assets

Caribou Dome Project, United States

The Caribou Dome Project is located approximately 250km northeast of Anchorage in the Clearwater Mountains of Alaska, USA. The Company holds the right to acquire 80% of Caribou Dome Project which is originally comprised 97 State of Alaska Mining Claims covering 10,240 acres. Additional claims covering approximately 12,000 acres have subsequently been staked to cover all known mineralization in the immediate vicinity and extensions of the prospective stratigraphy. The Caribou Dome Project hosts shallow, very high-grade copper mineralization and has exceptional results in limited drilling at the project to date.

Uncle Sam Project, United States

The Uncle Sam Project is located 75 kilometres southeast of the City of Fairbanks. The Uncle Sam Project is an intrusion related gold target hosted in a similar age of intrusive rocks to those which host the Pogo Gold Mine approximately 60 kilometres to the east of the Uncle Sam Project. A comprehensive exploration data package compiled by previous operators of the Uncle Sam Project indicates that there are extensive anomalous areas defined by surface gold geochemistry and numerous significant drill intercepts.

On July 27, 2015, a mineral lease and purchase agreement was finalized between Coventry and Great American Minerals Exploration Inc. (GAME), pursuant to which GAME will lease the Uncle Sam Project for 10 years with an option to purchase the property outright at any time during the lease period. Details of the transaction are as follows:

  • (i) GAME has paid an upfront deposit of US$30,000 to undertake exploration and development activities on the Uncle Sam Project;
  • (ii) GAME will pay annual lease payments of US$25,000;
  • (iii) all property holding costs will be paid by GAME including annual rents, permitting costs and all other costs associated with exploration and development activities;
  • (iv) during the term of the Agreement, GAME will have an option (the "Option") to purchase a 100% interest in the Uncle Sam Project by:
    • paying an exercise price of US$500,000 in the event the Option is exercised at any time prior to the fifth anniversary of the Agreement;
    • paying an exercise price of US$750,000 in the event the Option is exercised at any time following the fifth anniversary and expiring on the date of the tenth anniversary of the Agreement;
    • prior annual lease payments will be credited to the exercise price payable; and
  • (v) subject to GAME exercising the Option, Coventry will be granted a 1% net smelter return royalty on future production and GAME will assume responsibility for Coventry's third party obligations in relation to the Uncle Sam Project
June 30, June 30, June 30,
2015 2014 2013
Interest and other income $3,694 $30,487 $30,653
General and administration expenses 572,784 1,377,011 4,923,714
Impairment of exploration expenditure - 23,615,621 3,897,618
Stock-based compensation 57,504 113,607 175,497
Mineral explorationexpenditures 339,570 376,877 4,736,547
Comprehensive loss for the year 629,987 24,844,293 8,890,909
Cash and cash equivalents 845,877 762,363 2,813,428
Total assets 2,217,485 830,694 32,522,767
Total liabilities 378,080 83,669 664,206
Working capital 557,136 $ 699,445 $ 2,223,113

SELECTED ANNUAL INFORMATION

(1) Does not include acquisition cost of $898,010 related to the Caribou Dome Project.

RESULTS OF OPERATIONS

The Company incurred a loss from continuing operations for the year ended June 30, 2015 ("FY2015") and 2014 ("FY2014") of $629,987 and $24,844,293 respectively. The significant loss recorded in FY2014, was a result of an impairment charge of $23,615,621 to the Company's exploration and evaluation assets (refer section - Sale of Assets). In addition, there was gain of $870,088 recorded in the prior year which was attributable to the release of the cumulative translation adjustment ("CTA") following the sale of the Coventry Subsidiaries and wind-up of one of the Company's foreign subsidiaries. This gain offset a portion of the loss from continuing operations. After adjusting for these items, the loss from continuing operations in FY2014 was $2,098,760.

Public company costs relate to the various regulatory and transfer agency costs associated with publicly traded companies. Total costs of $51,945 were incurred during the year ended June 30, 2015 compared to costs of $56,068 for the year ended June 30, 2014. There was no significant change in public company costs from the prior year.

Consulting and director fees are costs associated with the Board and management. Total fees of $233,590 and $457,111 were incurred for the year ended June 30, 2015 and June 30, 2014 respectively. The reduction in management costs in the current year is due to one-time fees paid to key executives in the prior year. This is partially offset by non-executive directors' fees which resumed during the year.

Share-based compensation costs of $57,504 and $113,607 were recognized during the year ended June 30, 2015 and 2014 respectively. The costs in the current year represent the vesting of stock options granted on February 20, 2015 and June 18, 2015. The expense recognized during the prior year represents the vesting of stock options granted to management and employees on November 28, 2013 and the modification of all outstanding stock options to decrease the exercise price to $0.05/share following the Chalice Transaction.

For the year ended June 30, 2015, the Company incurred $58,767 in legal fees compared to $268,090 for the year ended June 30, 2014. The decrease can be attributed to the absence of one-off costs incurred in relation to the Chalice Transaction.

Staff costs of $48,169 and $126,151 were recognized during the year ended June 30, 2015 and 2014 respectively. The reduction in staff costs is due to the reduction in the number of employees post the Chalice Transaction.

Serviced office and outgoing costs relate to office rent and the various operating costs associated with maintaining an office. For the year ended June 30, 2015 and 2014, the Company incurred expenses of $nil and $40,765 respectively. The decrease is attributed to termination of the lease and closure of the Canadian office in January 2014.

Travel expenses of $27,917 were incurred by the Company for year ended June 30, 2015. These costs are significantly lower compared to the $52,327 incurred during the year ended June 30, 2014. Expenses were lower in the current period due to the reduced level of investor relation activities and the absence of travel fees related to the Chalice Transaction.

The Company incurred a foreign exchange (gain)/loss of $38,285 and $(820,824) during the year ended June 30, 2015 and 2014 respectively. The foreign exchange gain in the prior year was attributable to the release of the CTA of $779,225. The CTA had previously been accumulated for in the Statement of Equity as a result of a gain realized from intercompany loans denominated in $AUD made from the parent to the Disposal Group, which had a $CAD functional currency. It also includes CTA related to the wind-up of one the Company's subsidiaries. Following the Chalice Transaction, the gain in the CTA was released and recognized as a foreign exchange gain. The foreign exchange loss during the current year is a result of the

weakening of the Australian dollar (relative to the Canadian dollar); as the Company holds a significant amount of cash denominated in Australian dollars.

During the prior year, the Company realized a gain on available-for-sale securities of $117,852 to recognize the change in the fair value of the Chalice Share Consideration between the date the shares were received by Coventry and the Distribution Date. No such transaction occurred during the current year.

Other expenses relate to various administration costs incurred by the Company. For the year ended June 30, 2015 and 2014, the Company incurred costs of $114,111 and $311,797 respectively. The reduction in costs in FY2015 can be attributed to the absence of the Chalice Transaction costs and an overall reduction in accounting and audit fees, bank fees, insurance, printing & stationary, postage, telephone and other general administration related costs post completion of the Chalice Transaction.

SUMMARY OF QUARTERLY RESULTS

Three Months Ended Exploration and deferred(1)expenses Net income (loss) Net income (loss)per share
June 30, 2015 325,173 $ (215,370) $ (0.01)
March 31, 2015 902,401(2) (111,371) 0.00
December 31, 2014 847 (178,911) 0.00
September 30, 2014 9,159 (120,942) 0.00
(2)June 30, 2014 - (173,570) 0.00
March 31, 2014 18,120 557,599 0.01
December 31, 2013 121,372 (1,690,952) (0.02)
September 30, 2013 228,080 (22,758,145) (0.25)

(1) Additions to exploration and deferred expenses excluding any impairment recorded during the period.

(2) Includes acquisition costs of $898,010 related to the Caribou Dome Project.

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have any operations that generate cash inflow. Coventry's financial success relies on management's ability to find economically viable mineral deposits. This process can take many years and is largely based on factors that are beyond the control of Coventry.

In order to finance its exploration activities and corporate overhead, historically the Company has been dependent on investor sentiment being positive towards the exploration business generally, and towards Coventry in particular, so that funds can be raised through the sale of the Company's securities. Many factors have an influence on investor sentiment, including a positive climate for mineral exploration, a company's track record and the experience and calibre of a company's management. There is no certainty that equity funding will be available at the times and in the amounts required to fund the Company's activities. Note 1 of the Company's annual audited consolidated financial statements for the fiscal year ended June 30, 2015 further discusses the going concern issue. The financial statements do not include any adjustments that might result from these uncertainties.

Coventry has historically financed its activities through equity financings. Debt financing has not been used to fund property acquisitions and exploration and the Company currently has no plans to use such debt financing.

Cash and Financial Conditions

The Company had cash and cash equivalents balance of $845,877 as at June 30, 2015, compared to a cash balance of $762,363 as at June 30, 2014. The Company's cash equivalents are fully cashable at any time so there are no restrictions on availability of these funds.

The Company had working capital of $557,136 as at June 30, 2015 compared to a working capital of $699,445 as at June 30, 2014. The decrease in working capital in FY2015 can be attributed to the Company's exploration and evaluation activities, corporate overheads, and costs relating to the Transaction. These costs have been largely offset by the financings completed in May and June 2015.

The Company does not have any unused lines of credit or other arrangements in place to borrow funds and has no off-balance sheet arrangements. Coventry does not use hedges or other financial derivatives.

The Company recognized net cash out flows of $679,537 and $1,469,161 for the year ended June 30, 2015 and 2014 respectively. The decreased out flows during FY2015 reflect the absence of one-off costs related to the Chalice Transaction and the reduction in operating costs post completion of the Chalice Transaction in FY2014. Refer further to the discussion in the section - Results of Operations.

Investing Activities

The Company recognized net investing cash out flows of $266,550 and $581,951 for the year ended June 30, 2015 and 2014 respectively. The decrease in out flows during FY2015 is primarily attributable to (i) FY2014 included $330,757 of exploration expenditure on the Cameron Gold and Rainy River Projects, which were subsequently disposed of pursuant to the Chalice Transaction; and (ii) the Company only incurred $193,169 of exploration expenditure in Fy2015 due to the Company's main asset, being the Caribou Dome Project, having been acquired in February 2015 and its initial exploration program only commenced in May 2015.

On November 5, 2014, Coventry entered into a separate loan agreement with Aldevco. The Company agreed to provide Aldevco a loan facility of up to A$100,000, on commercial terms. In the event the acquisition of Aldevco was not completed by March 31, 2015 any loans, including accrued interest calculated on outstanding amounts at 10% per annum, would be repayable in full to the Company. Following completion of the Transaction on February 25, 2015, the balance outstanding from Aldevco of $85,281 (AUD$86,995) was converted into an intercompany loan.

Financing Activities

In May 2015, the Company completed a financing consisting of 57,142,852 Shares at a price of $0.0135 (AUD $0.014) per Share for gross proceeds of $773,358 (AUD $800,000) to institutional investors. The issue consisted of two tranches, with (i) 51,007,138 Shares issued on May 21, 2015; and (ii) a further 6,135,714 Shares issued on May 28, 2015. Share issue costs were $58,187.

On June 18, 2015, the Company completed a financing consisting of 22,194,250 Shares at a price of $0.0152 (AUD $0.016) per Share for gross proceeds of $337,544 (AUD $355,108) to institutional investors. In addition, the Company issued 923,828 Shares and 860,000 options with a fair value of $14,014 and $6,708, respectively, as consideration for advisory services provided in relation to the financing. Other Share issue costs were $34,850.

No financing activities occurred during the year ended June 30, 2014.

SECURITIES OUTSTANDING

As at June 30, 2015, Coventry had 231,273,112 common shares issued and outstanding.

As at June 30, 2015 and the date of this MD&A, Coventry had 29,174,300 issued options of which 7,174,300 have vested.

As at the date of this MD&A, Coventry had 251,578,186 common shares issued and outstanding.

OUTLOOK

It is anticipated that Coventry will continue to rely on the equity markets to meet its financing needs.

Although Coventry has been successful in raising funds to date, there can be no assurance that additional funding will be available in the future. The consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to achieve successful exploration results or obtain adequate financing.

Management and the Board of Directors continuously review and examine proposals and projects for the Company and conduct their due diligence in respect of the same.

OFF-BALANCE SHEET ARRANGEMENTS

At the date of this report, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

The Company's related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows for the year ended June 30, 2015:

Name Nature of transactions
Bullseye Geoservices Pty Ltd Consulting asCEO, andDirector
Vickery CorporatePty Ltd Consulting as Corporate Secretary, CFO, and Director
Hatcher Resources Inc. Acquisition of Aldevco Pty Ltd. (Refer to Note 2)

The Company's related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows for year ended June 30, 2014:

Name Nature of transactions
Argento Trust Consulting as Corporate Secretary, CFO, and Director (up to May 2014)
Bullseye Geoservices Pty Ltd Consulting asa Director (up to February 2014 as non-executive director andsubsequent to May 2014asCEO and director)
Intellex Geoscience Consulting as a Geologistand Director(up to July 2013)
MJJ & Associates Consulting Ltd. Consulting as a Financial Controller(up to January 2014)
Vickery CorporatePty Ltd Consulting as Corporate Secretary, CFO, and Director (subsequent to May2014)
Spectrum MetallurgicalConsultants Pty Ltd. Consulting as Interim CEO and Director (up to May 2014)

The Company incurred the following remuneration and fees in the normal course of operations in connection with individuals and companies owned by key management and directors.

June 30,2015 June 30,2014
Consulting and director fees $205,550 $406,441
Staff costs - 108,136
Share-based compensation 55,992 97,935
Total $261,542 $612,512

As at June 30, 2015, a balance outstanding recorded in accounts payable due to related parties is $55,962 (June 30, 2014 - $21,800). The amount is due on demand and bears no interest.

FOURTH QUARTER

The Company incurred a loss from continuing operations for the three months ended June 30, 2015 and 2014 of $215,370 and $173,570 respectively.

Public company costs relate to the various regulatory and transfer agency costs associated with publicly traded companies. A recovery of ($10,842) was recognized during the three months ended June 30, 2015 compared to costs of $7,871 for the three months ended June 30, 2014. The recovery recorded in the current quarter is a result of the reclassification of filing fees recorded in the prior quarters to other expenses. After accounting for this adjustment, public company costs were $13,629. The increase in public company costs is primarily due to financing activity during the last quarter of FY2015.

Consulting and director fees are costs associated with the management and director fees of the Company. Total fees of $82,531 and $66,539 were incurred for the three months ended June 30, 2015 and June 30, 2014 respectively. The increase in consulting and directors fees in the current quarter is due to payments to non-executive directors which re-commenced during the year.

Share-based compensation costs of $31,902 and $15,788 were recognized during the three months ended June 30, 2015 and 2014 respectively. The costs in the current quarter represent the vesting of stock options granted on February 20, 2015 and June 18, 2015. The costs recognized during the comparative quarter of FY2014 represent the expense arising from the modification of the exercise price to $0.05 for all

outstanding stock options granted to management and employees following completion of the Chalice Transaction.

Legal fees of $8,834 and $9,101 were recognized during the three months ended June 30, 2015 and 2014 respectively. There was no significant change in legal fees between the comparative periods.

Staff costs of $12,936 were incurred by the Company for three months ended June 30, 2015. These costs are lower compared to the $23,245 incurred during the comparative quarter ended June 30, 2014. The higher staff costs in FY2014 were attributable to accounting for the Chalice Transaction.

Serviced office and outgoing costs relate to office rent and the various operating costs associated with maintaining an office. For the quarter ended June 30, 2015 and 2014, the Company incurred expenses of $nil for both periods. The absence of fees is attributed to termination of the lease and closure of the Canadian office in January 2014.

Travel expenses of $21,373 were incurred by the Company for three months ended June 30, 2015 compared to nil for the comparative quarter ended June 30, 2014. Travel expenses were higher due to investor relation and financing activities.

The Company incurred a foreign exchange loss/ (gain) of $(1,047) and $12,430 during the three months ended June 30, 2015 and 2014 respectively. The foreign exchange gain during the current quarter and loss in the corresponding quarter in FY2014, is a result of the strengthening and weakening of the Australian dollar (relative to the Canadian dollar), respectively; as the Company holds a significant amount of cash denominated in Australian dollars.

Other quarterly expenses relate to various administration costs incurred by the Company. For the three months ended June 30, 2015 and 2014, the Company incurred costs of $70,005 and $41,092 respectively. The increase in other expenses in the current quarter is a result of the reclassification of filing fees recorded in public company costs in the prior quarters to other expenses. After accounting for this adjustment, other expenses were $45,534. The decrease in costs in the fourth quarter of FY2015 can be attributed to lower insurance, telephone, depreciation, and other general administration related costs associated with the Company's reduced cost structure post the Chalice Transaction.

CRITICAL ACCOUNTING ESTIMATES

Coventry prepares its consolidated financial statements in accordance with International Financial Reporting Standard ("IFRS") and requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the method of measurement used in the acquisition of an acquired asset, recovery of deferred tax assets, and assumptions used in determining the fair value of non-cash stock-based compensation. Due to the inherent uncertainty involved with making such estimates, actual results reported in future years could differ from these estimates.

Future Canadian Accounting Standards

New standards, interpretations and amendments

The Company adopted the following new and amended standards in the current reporting period:

  • Annual Improvements (2010-2012 Cycle)
    • IFRS 2 Amends the definitions of 'vesting condition' and 'market condition' and adds definitions for 'performance condition' and 'service condition'
    • IFRS 13 Clarify that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis (amends basis for conclusions only)
    • IAS 24 Clarify how payments to entities providing management services are to be disclosed

Applicable to annual periods beginning on or after 1 July 2014

• Amendments to IAS 36 – Impairment of Assets: Recoverable Amount Disclosures for Non- Financial Assets

In May 2013, the IASB clarified that the scope of the disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. The amendments to IAS 36 are to be applied retrospectively and are effective for annual periods beginning on or after January 1, 2014.

• IFRIC 21 – Levies

IFRIC 21 provides guidance on the accounting for a liability to pay a levy, if that liability is within the scope of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Levies are imposed by governments in accordance with legislation and do not include income taxes or fines or other penalties imposed for breaches of legislation.

A liability to pay a levy is recognized at the date of the obligating event, which may be at a point in time or over a period of time. IFRIC 21 defines an obligating event as the activity that triggers the payment of the levy, as identified by legislation. The fact than an entity is economically compelled to continue to operate in the future, or prepares its financial statements on a going concern basis, does not create an obligation to pay a levy that will arise in a future period as a result of continuing to operate. The amendments to IFRIC 17 are effective for annual periods beginning on or after January 1, 2014.

There was no significant impact to the consolidated financial statements as a result of the adoption of the standards.

New standards, interpretations and amendments not yet effective

A number of new standards, amendments to standards and interpretations are not yet effective as of June 30, 2015, and have not been applied in preparing these consolidated financial statements.

  • IFRS 9 Financial Instruments
    • In July 2014, the IASB completed IFRS 9 Financial Instruments as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on an entity's business model and the contractual cash flow of the financial asset. Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the instrument. IFRS 9 is effective for annual periods beginning on or after January 1, 2018.
  • Amendments to IFRS 15 Revenue from Contracts with Customers

In May 2014, IFRS 15: Revenue from Contracts with Customers was issued to specify how and when to recognise revenue and requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. The amendments to IFRS 11 are effective for annual periods beginning on or after January 1, 2018

The Company has not early adopted these revised standards and is currently assessing the impact that these standards could have on future financial statements.

Financial Instruments and Related Risks

Financial instruments are classified into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other liabilities. The carrying values of the Company's financial instruments are classified into the following categories:

Financial Instrument Category Hierarchy June 30,2015 June 30,2014
Cashand cashequivalents FVTPL Level 1 $845,877 $ 762,363
Other receivables Loans andreceivables Level 2 10,517 20,751
Trade and otherpayables Other liabilities Level 2 (378,080) (83,669)

The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

  • Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
  • Level 2 Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
  • Level 3 Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for cash and cash equivalents, other receivables and trade and other payables, approximate their fair value due to their short-term nature.

Risk Management

The Company's risk exposures and the impact on the Company's financial instruments are summarized as follows:

Credit risk

Credit risk is the risk of potential loss to the Company if a 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, receivables and balances receivable from the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts and guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs.

Liquidity risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company's financial liabilities are classified as current and are anticipated to mature within the next 60 days.

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 and include:

(a) Interest rate risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risks on cash and cash equivalents and on the Company's obligations are not considered significant.

Based on the interest rate exposures and assuming that all other variables remain constant, a 1% increase or decrease in the interest rate would result in a decrease or increase in the reported net loss for FY2015 of approximately $4,997.

(b) Foreign currency risk: The Company has identified its functional currency as the Australian dollar. Transactions are transacted in Canadian dollars, Australian dollars and US dollars. Management believes the foreign exchange risk related to currency conversions are minimal and therefore, does not hedge its foreign exchange risk.

Based on the net foreign currency exposures and assuming that all other variables remain constant, a 1% increase or decrease in the Australian dollar against both the Canadian and US dollar would result in a decrease or increase in the reported net loss for FY2015 of approximately $3,158.

(c) Commodity price risk: While the value of the Company's mineral resource properties are related to the price of copper and the outlook for this mineral, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect to its operational activities. Historically, the price of copper has fluctuated significantly and is affected by numerous factors outside of the Company's control, including but not limited to industrial and retail demand, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative activities, and certain other factors related specifically to copper.

RISKS

In addition to the risks noted above in the "Financial Instruments and Related Risks" section, should be given special consideration when evaluating trends, risks and uncertainties relating to the Company's business.

The Company is subject to risks and challenges similar to other companies in a comparable stage of development. Mineral exploration is subject to a high degree of risk, which a combination of experience, knowledge, and careful evaluation may fail to overcome. Exploration activities seldom result in the discovery of a commercially viable mineral resource. Exploration activities require significant cash expenditures. The Company will therefore require additional financing to carry on its business and such financing may not be available when it is needed.

Information concerning risks specific to the Company and its industry, which are required to be included in this MD&A are set forth in Company's Information Circular dated January 21, 2015 under the heading "Risk Factors" which is available electronically at www.sedar.com.au. The risk factors included under that heading are specifically incorporated by reference into this MD&A.

ADDITIONAL DISCLOSURE REQUIREMENTS

The Company's management is responsible for establishing and maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed, under the supervision of the Board of Directors and its Officers, so as to provide reasonable assurance that material information relating to the Company is made known to the Board of Directors and its Officers by others within the Company. The Officers of the Company have evaluated the effectiveness of these disclosure controls and procedures for the year ending June 30, 2015 and have concluded that they are being maintained as designed.

The Officers have also concluded that there has been no change in the Company's internal control over financial reporting during the most recent interim period that has materially affected, or is reasonably likely to affect, the internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

This MD&A may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

ADDITIONAL SOURCE OF INFORMATION

Additional information relating to Coventry Resources Inc. can be found on the SEDAR website at www.sedar.com or the Company's website at www.coventryres.com.