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Protium Clean Energy Corp. Management Reports 2025

Jul 29, 2025

46365_rns_2025-07-29_468a7de0-9322-47da-9cdb-aedf66097555.pdf

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Protium

Clean Energy Corp.

Protium Clean Energy Corp.

(formerly, Weekapaug Lithium Limited)

Management Discussion and Analysis

For the three and six months ended May 31, 2025

Introduction

This Management's Discussion and Analysis ("MD&A") is dated July 29, 2025, unless otherwise indicated and should be read in conjunction with the unaudited condensed interim financial statements for the three and six months ended May 31, 2025 and 2024 and the audited consolidated financial statements for the years ended November 30, 2024 and 2023, and the related notes thereto. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the for the period are not necessarily indicative of the results that may be expected for any future period. For more information, please visit the company profile on sedarplus.ca.

The Company applies IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee.

Cautionary Note Regarding Forward-Looking Information

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors referenced in the "Risk Factors" section below. Readers are cautioned that such risk factors, uncertainties and other factors are not exhaustive. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the


Protium

Clean Energy Corp.

Company's ability to meet its working capital needs at the current level for the next twelve-month period; management's outlook regarding future trends; sensitivity analysis on financial instruments, which may vary from amounts disclosed; completion of the Transaction (defined below); and general business and economic conditions.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

The Company

Protium Clean Energy Corp. (formerly, Weekapaug Lithium Limited) (the "Company") was incorporated on October 23, 2007 under the Business Corporations Act of British Columbia. On February 1, 2023, the Company completed a transaction resulting in a reverse takeover ("RTO") of the Company by Weekapaug Lithium Inc. ("WLI"). WLI was incorporated under the Business Corporations Act of British Columbia on November 25, 2021. On November 6, 2024, the Company changed its name from Weekapaug Lithium Limited to Protium Clean Energy Corp.

Protium Clean Energy Corp. is a junior exploration and development company focused on identifying, acquiring, and exploring prospective minerals in Canada's extensive natural resources portfolio. The Company focuses on exploring and developing its 100% owned Nakina Lithium Project and Firstbrook Hydrogen properties in Ontario, located in Northern Canada, and identifying and pursuing further opportunities by region using various satellite surveys. This allows Protium Clean Energy Corp. to evaluate large tracts of land quickly and cost-effectively to delineate targets for natural gases and critical minerals required for the modern world.

The address of the Company's registered and head office is 1056 Handsworth Road, North Vancouver, British Columbia, V7R 2A6, Canada. The common shares are listed for trading on the Canadian Securities Exchange under the symbol "GRUV", and the Frankfurt Stock Exchange under the symbol FSE: G071.

On July 18, 2025, the Company consolidated its issued and outstanding common shares at a ratio of ten (10) pre-consolidated shares to one (1) post-consolidation share (the "Consolidation"). The purpose of the Consolidation is to facilitate the Company's ability to attract future financings, generate greater investor interest and improve trading liquidity. All share and per share referred to in this MD&A have been adjusted retrospectively to reflect the Consolidation.

Highlights for the six months ended May 31, 2025 and to the date of this MD&A

  • Staked new claims in the Firstbrook Township of Ontario, for a total of over 2,100 hectares. Firstbrook Township hosts documented occurrences of copper, lead, cobalt, silver and kimberlite.
  • Preliminary results of its satellite gas surveys over its Temiskaming Claim block and the

Protium
Clean Energy Corp.

surrounding 11,000 sq km area centered on Lake Temiskaming and the Quebec Innovative Materials Corp. hydrogen showings identified hydrogen targets and other geological areas of interest.

  • Announced the results of a regional satellite gas surveys over approximately 11,000 sq. kilometers in British Columbia.

Mineral Project – Nakina Lithium Property

On November 25, 2021, the Company entered into an agreement to acquire mineral claims located in the province of Ontario ("the Nakina Lithium Property"), in exchange of 3,999,999 (pre-consolidation - 39,999,999 common shares) (at $0.20 (pre-consolidation $0.02 per share)) of the Company, and $23,000. The shares were issued on November 26, 2021, and the cash has been accrued and included in accounts payable and accrued liabilities. The valuation was determined by arm's length negotiations between the parties, including with the subscribers of subscription receipts as to the pre-money valuation for this property. During the 2022 the Company spent $9,605 on the Nakina Lithium Property with respect to a valuation report.

No work was done on the property during the six months ended May 31, 2025.

Firstbrook Claims

In September 2024, the Company staked 51 single-cell mining claims totaling approximately 1,000 hectares in Firstbrook Township, Ontario, and acquired an additional 52 single-cell claims in October 2024 (the "Claims"). The Claims are 100% held by Weekapaug. The Claims were staked due to their proximity and similar geological setting to that of Quebec Innovative Materials Corp.'s ("QIMC") recent hydrogen-in-soils discovery in the Saint-Bruno-de-Guigues area. Firstbrook Township hosts documented occurrences of copper, lead, cobalt, silver and kimberlite. The area boasts excellent infrastructure, including power, and easy road access. The acquisition brings the company's holdings in Firstbrook Township to a total of over 2,100 hectares. Firstbrook Township hosts documented occurrences of copper, lead, cobalt, silver and kimberlite.

On October 15, 2024, the Company entered into a partnership with Aster Funds Ltd. ("Aster") to conduct a regional remote sensing gas survey over a 12,000 sq. km area including Weekapaug Lithium's current Ontario Hydrogen claims and the recent hydrogen discovery in Quebec to further identify specific hydrogen targets in the region. In addition to covering the northeastern Ontario claims, the company is embarking on an aggressive plan to cover additional lands in both British Columbia, and Alberta to define key areas of interest for further land acquisition. Aster will also utilize its QDFC Predictive Fingerprint Target Mapping algorithms and Artificial Intelligence which utilize the known hydrogen occurrences as trainers to outline target areas having a similar "spectral" response to QIMC's hydrogen occurrences. This will allow Weekapaug to develop the best possible exploration strategy and better understand the region's prospectivity for hydrogen and other gases. The survey area encompasses the main graben areas in Temiskaming.

In November 2024, the Company entered into a Consulting Agreement with Desi Sketchley, an expert in Indigenous relations and mineral tenure management. This agreement underscores the Company's commitment to fostering meaningful relationships with Indigenous communities and securing strategic opportunities for growth. Under the terms of the agreement, Mr. Sketchley will provide consulting services to support the Company's Indigenous relations strategies. His scope of work includes identifying prospective


Protium
Clean Energy Corp.

properties in British Columbia for staking, developing and implementing Indigenous engagement strategies, facilitating communication with Indigenous communities, and advising on regulatory and compliance matters. In recognition of Mr. Sketchley's expertise and contributions, the Company agreed to pay $10,000 in cash and issue 120,000 Restricted Share Units (RSUs), subject to the approval of the Canadian Securities Exchange (CSE). The RSUs will vest in monthly increments of 20,000 over the term of the agreement, with a hold period of four months and one day from the date of issuance. Additionally, the agreement grants the Company a right of first refusal over four mineral tenures held by Mr. Sketchley covering approximately 569.56 hectares in British Columbia.

Aster conducted Long Wave Infrared (LWIR) remote sensing surveys over a 3,600 sq km area in the Timmiskaming region with the focus on known kimberlites and cobalt/silver mineralization. Again, applying the QDFC Predictive Fingerprint target mapping algorithms on our current claims to evaluate for kimberlite and cobalt/silver potential.

Results of the gas survey

Hydrogen, helium, radon, methane, and carbon dioxide gases were detected, and their abundances mapped. Satellite data were acquired and processed across multiple dates, including critical seasonal periods such as April 15th (ice breakup) to distinguish geological hydrogen sources from potential biological or seasonal influences. Locations with moderate to high hydrogen abundances were outlined, and those locations with multiple hydrogen results were contoured. Areas with multiple hydrogen results for three or more periods were deemed anomalous. Identifying areas with consistent hydrogen results across three or more periods provides confidence in the persistence of the anomalies and strengthens the case for a geological source.

Utilizing anomalous hydrogen soil sample sites as training data for AI-based Quadratic Discriminant Function Classifier analysis, hydrogen "Predictive Fingerprint Target areas" were observed, indicating zones with potential hydrogen accumulation, aligning with the locations of QIMC's known hydrogen anomalies.

One such target was identified on Protium's Temiskaming claim block. Based on this, the hydrogen data was contoured, returning a five-hydrogen anomaly and a cluster of seven smaller four-hydrogen anomalies: the primary hydrogen anomaly and six of the clusters are over Cobalt Group rocks. The April helium gas results showed very high helium abundances in Lake Temiskaming and 122 other lakes, representing less than 7% of lakes in the 11,000 sq. km area studied. It is noteworthy as helium is often found in conjunction with hydrogen due to shared migration pathways, enhancing the prospectivity of this target area.

Additional results from the gas surveys identified further areas having the potential for deep-sourced hydrogen, including deep-rooted fault systems and potential buried hydrogen reservoirs.

Based on the results of the survey, the Company conducted a regional satellite gas surveys over approximately 11,000 sq. kilometres in British Columbia.

The survey, conducted during the peak gas-release period in late April, confirmed the presence of geologically sourced hydrogen across the region, including five high-abundance hydrogen zones on Protium's claims. These zones were notably low in other gases such as helium, methane, and carbon dioxide, suggesting focused hydrogen potential. Advanced imaging techniques also confirmed deep hydrogen anomalies aligned with key geological structures, reinforcing the area's strong potential for natural hydrogen exploration and future development.

  • 4 -

Protium
Clean Energy Corp.

Summary of Quarterly Results (in accordance with IFRS)

QTR QTR QTR QTR
2 1 4 3
2025 2025 2024 2024
Revenue – Grant funding - - - -
Net loss and comprehensive loss (163,454) (500,956) (252,258) (20,252)
Loss per common share basic and fully diluted (0.00) (0.00) (0.00) (0.00)
QTR QTR QTR QTR
2 1 4 3
2024 2024 2023 2023
Grant – Ontario Junior Exploration Program 26,026 30,000 -- --
Net income (loss) and comprehensive income (loss) (7,282) 6,783 (157,151) (120,102)
Income (Loss) per common share basic and fully diluted (0.00) (0.00) (0.00) (0.00)

The Company's level of activity and expenditure during a specific quarter are influenced by the availability of working capital, the availability of additional external financing, the time required to gather, analyze and report on geological data related to mineral properties, the results of the Company's prior exploration activities on its properties and the amount of expenditure required to advance its projects.

Results of Operations

The Company reported a net loss of $163,454 and $644,410 for the three and six months ended May 31, 2025, respectively, compared to a net loss of $7,282 and $499 for the same periods in 2024. The increase in loss reflects higher business activity during the current period, supported by proceeds from the LIFE financing completed at the end of fiscal 2024. In contrast, during the six months ended May 31, 2024, the Company's operations were relatively inactive due to limited working capital, and expenses were largely offset by $56,036 in government funding received under the Ontario Junior Exploration Program ("OJEP").

The net loss in the current period primarily reflects higher general and administrative expenses, professional fees, business development costs, and non-cash charges related to share-based compensation, as outlined below:


Protium

Clean Energy Corp.

Three months ended May 31, Six months ended May 31,
2025 2024 2025 2024
Expenses $ $ $ $
General and administrative (i) 24,156 5,958 40,523 16,175
Legal, audit and management fees (ii) 48,978 27,360 88,995 40,360
Business development (iii) 85,125 - 500,099 -
Share based payments (iv) - - 23,398 -
Exploration expenses (v) 5,195 - 11,395 -
Net loss before other items (163,454) (33,318) (664,410) (56,535)
Other items
Government funding (vi) - 26,026 - 56,036
Net Loss and Comprehensive Loss (163,454) (7,282) (644,410) (499)

Summary of expenses for the three and six months ended May 31, 2025 and 2024:

(i) General and administrative: Includes transfer agent fees, regulatory filings, website development, travel, and other corporate overhead. The increase reflects higher activity compared to the prior year.

(ii) Legal, audit and management fees: Includes professional services and compensation to related parties (see “Related Party Transactions”).

(iii) Business development: In the current period, the Company engaged consultants for advertising, marketing, public relations, and investor awareness campaigns. This includes $246,187 representing the fair value of RSUs granted at the end of fiscal 2024, which vested during the current period. No such expenditures were incurred in the comparative period.

(iv) Share-based payments: Non-cash expense relating to the vesting of stock options granted to a consultant appointed to the Company’s advisory board.

(v) Exploration expenses: Relate to staking and geological consulting activity.

(vi) Government funding: Reflects amounts received under the OJEP in the prior period.

Liquidity and Capital Resources

As at May 31, 2025, the Company had current and total assets of $92,025 and current liabilities of $122,694, resulting in a working capital deficiency of $30,669 (negative working capital of $30,669 as at November 30, 2024).

During the six months ended May 31, 2025, the Company used $390,634 in cash, primarily for operating activities including business development, professional fees, and exploration expenditures.

The Company does not currently have sufficient capital to meet its ongoing operational and exploration commitments. Additional financing will be required to continue operations and fund planned exploration activities. Management is evaluating various financing alternatives to secure additional equity capital.


Protium
Clean Energy Corp.

The Company has no debt and no material financial commitments as at May 31, 2025. Future liquidity is dependent on the Company’s ability to raise additional capital through equity issuance or other means.

The Company’s principal source of capital has been through private placements of equity securities. The availability of future financing is dependent on a number of factors including market conditions, investor interest in the resource sector, and the Company’s exploration success. While the Company has been successful in raising funds in the past, there is no assurance it will be able to do so in the future.

As at the date of this MD&A, the Company does not have sufficient capital to meet its funding requirements for the next twelve months. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to obtain additional financing and, ultimately, on the development of economically viable mineral properties.

Outstanding Share Data

As at the date of this MD&A, the Company had 10,250,346 common shares, 1,166,666 warrants, 40,533 finders units, and 450,000 stock options outstanding.

Off-Balance Sheet Arrangements

The Company has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

Related Party Transactions

During the six months ended May 31, 2025, the Company was charged $18,000 (2024 - $18,000 for consulting services by CFO Advantage Inc., a Company owned by the Chief Financial Officer of the Company. As at May 31, 2025 $29,250 (November 30, 2024 - $15,930) is included in accounts payable and accrued liabilities.

During the six months ended May 31, 2025, the Company was charged $51,606 (2024 - $4,000) for consulting services by Capwest Investments, a Company owned by the Chief Executive Officer of the Company.

Capital Management

The Company’s objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of issued common shares, reserves and deficit, in the definition of capital, which as at May 31, 2025 was deficit of $(231,553) (November 30, 2024 – working capital of $163,272).

The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional


Protium
Clean Energy Corp.

capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity. The Company is not subject to any external capital restrictions.

Risks and Uncertainties

The following describes certain risks, events and uncertainties that could affect the Company and that each reader should carefully consider.

External financing may be required to fund the Company's activities primarily through the issuance of common shares. There can be no assurance that the Company will be able to obtain adequate financing. The securities of the Company should be considered a highly speculative investment.

The Company has not generated any revenues and does not expect to generate revenues in the near future. In the event that the Company generates revenues in the future, the Company intends to retain its earnings in order to finance further growth. Furthermore, the Company has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.

Risk Disclosures and Fair Values

Fair Values

At May 31, 2025, the Company’s financial instruments consist of cash, sales tax receivable, accounts payable and accrued liabilities. The fair value of these financial instruments approximates its carrying value due to the relatively short-term maturity of the instrument.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company places these instruments with a high credit quality financial institution.

Foreign Exchange Risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to foreign exchange risk.

Interest Rate Risk

The Company is not exposed to any significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the


Protium
Clean Energy Corp.

Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs and to meet the Company’s liabilities. The $122,694 (November 30, 2024 - $101,190) of accounts payable and accrued liabilities are due within one year.

Fair value of financial instruments

The Company has a three-tier hierarchy as a framework for disclosing fair value based on inputs used to value the Company's financial instruments. The hierarchy of inputs is summarized below:

  • Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is one in which transactions for the assets occur with sufficient frequency and volume to provide pricing information on an ongoing basis;
  • Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and
  • Level 3 - inputs for the asset or liability that are not based on observable market data.

The classification of a financial instrument in the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

The Company measures its cash, deferred transaction costs and accounts payable and accrued liabilities, at amortized cost. As at May 31, 2025, the fair values of Company's financial instruments approximate their carrying values, given their short-term nature.

Critical Accounting Estimates

The Company's significant accounting policies are summarized in Note 3 of the audited financial statements for the year ended November 30, 2024.

Risks and Uncertainties

The Company’s business is subject to a number of risk factors which are described in detail in the Filing Statement filed on SEDAR+ February 15, 2023.

Additional Information

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca.