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Red Canyon Resources Ltd. — Management Reports 2025
May 28, 2025
48320_rns_2025-05-28_da7436f9-7da8-4cf2-b7c4-0586c21f5cd0.pdf
Management Reports
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REDCANYON RESOURCES
Suite 1210 – 1130 West Pender Street, Vancouver, British Columbia, V6E 4A4 Canada
Tel: (604) 681-9100, Fax: (604) 681-9101, [email protected]
www.redcanyonresources.com
RED CANYON RESOURCES LTD.
INTERIM MD&A – QUARTERLY HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2025
The following interim MD&A – Quarterly Highlights of the financial position of Red Canyon Resources Ltd. (“the Company”) and results of operations of the Company should be read in conjunction with the unaudited condensed interim consolidated financial statements including the notes thereto for the period ending March 31, 2025 and the audited consolidated financial statements for the year ending December 31, 2024.
The accompanying unaudited condensed interim consolidated financial statements and related notes are presented in accordance with International Financial Reporting Standards for interim financial statements and accordingly do not include all disclosures required for annual financial statements. These statements, together with the following interim MD&A – Quarterly Highlights dated May 26, 2025 (“Report Date”), are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to the potential future performance. The information in the interim MD&A – quarterly highlights may contain forward-looking statements.
These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth below.
Economic and industry factors are substantially unchanged with respect to a comparison of the Company’s interim consolidated financial condition to the consolidated financial condition as at the most recently completed financial year end.
1. CORE BUSINESS
Red Canyon Resources Ltd. (“Red Canyon” or the “Company”) was incorporated on October 2, 2020 under the laws of British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets in North America. The address of the Company’s corporate office and its principal place of business is Suite 1210 – 1130 West Pender Street, Vancouver, British Columbia, Canada. The Company’s shares were approved for trading on the Canadian Securities Exchange (“CSE”) under the symbol “REDC” on October 25, 2023 and on the OTCQB under the symbol “REDRF” on May 1, 2024.
The Company has one wholly owned subsidiary: RC Metals Inc. The accounts of the subsidiary are consolidated with the Company.
The Company is focused on mineral exploration in British Columbia and the western United States. The Company holds interests in copper and copper-gold properties as follows:
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 2
- British Columbia – Peak (Cariboo Regional District), Kendal (Kitimat-Stikine Regional District), Ping (Fraser-Fort George Regional District), Inzana (Bulkley-Nechako Regional District), Limonite (Kitimat-Stikine Regional District Regional District);
- Nevada – Scraper Springs (Elko County) and Gray Hills (Lyon County); and
- Utah – Keg (Juab County).
See Section 7 “Exploration and Evaluation Activities” below for a description of the properties and the work programs.
2. FINANCIAL CONDITION
As at March 31, 2025, the Company had not yet determined whether the Company’s mineral property assets contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the properties or realizing proceeds from their disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.
The Company had a net loss of $292,849 for the three months ended March 31, 2025 (2024: $130,658) and, as of that date, the Company had an accumulated deficit of $1,750,198. The Company’s ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs.
The Company had a working capital of $838,834 at March 31, 2025 (December 31, 2024: $729,762).
Cash was $783,403 at March 31, 2025 (December 31, 2024: $688,031). Restricted cash was $20,453 at March 31, 2025 (December 31, 2024: $20,342) and consists of a savings account held at a financial institution as security against a company credit card. The Company’s sources and uses of cash are discussed in Section 4 “Cash Flows” below.
Amounts and other receivable of $59,738 at March 31, 2025 (December 31, 2024: $136,575) consist of GST input tax credits, British Columbia Mineral Exploration Tax Credits (“METC”) and office expense recoveries.
Prepaid expenses of $48,792 at March 31, 2025 (December 31, 2024: $35,791) include normal operating expenses and exploration contractor deposits.
Reclamation bonds of $120,000 at March 31, 2025 (December 31, 2024: $120,000) held by the Province of British Columbia in connection with the Peak, Kendal, Ping and SP projects are returnable to the Company only after the government agencies are satisfied that there is no outstanding reclamation liability associated with the land.
Equipment of $2,822 at March 31, 2025 (December 31, 2024: $3,048) consists of computer and field equipment.
Exploration and evaluation assets of $4,118,928 at March 31, 2025 (December 31, 2024: $4,188,623) consist of acquisition and exploration expenditures on the Company’s mineral properties and are discussed in Section 7 “Exploration and Evaluation Activities” below.
Trade and other payables were $73,552 at March 31, 2025 (December 31, 2024: $150,977). Trade and other payables are unsecured and are usually paid within 30 days of recognition. Included in trade and
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 3
other payables is $3,463 (December 31, 2024: $8,943) due to related parties which consists of amounts owed to a director and a significant shareholder for salary and expense reimbursements.
Deferred tax liability of $383,444 at March 31, 2025 (December 31, 2024: $424,444) reflects the temporary difference between the carrying value of the exploration and evaluation assets and the tax value of the deferred mineral exploration pools that were reduced by the Company’s flow-through renunciations. The net deferred tax liability will continue to be recognized as long as, or until non-capital losses increase to an amount greater than the temporary difference in the mineral property cost base.
3. FINANCIAL PERFORMANCE
The Company has one operating segment, the exploration of mineral properties, and two geographical segments, with current exploration activities being conducted in both Canada and the United States.
Because the Company is in the exploration stage, it did not earn any revenue from production and its expenses relate to the costs of operating a public company of its size. Net loss for the three months ended March 31, 2025 was $292,653 and comprehensive loss after cumulative translation adjustment was $292,849 or $0.01 per share, compared to a net loss of $130,658 and comprehensive loss of $133,382 for the three months ended March 31, 2024 or $0.00 per share.
3.1 Total expenses for the three months ended March 31, 2025
Total expenses for the three months ended March 31, 2025 were $145,144 compared to total expenses of $170,472 for the three months ended March 31, 2024.
Employee costs were $70,184 for the three months ended March 31, 2025 compared to $91,791 in employee costs recorded in the 2024 comparative period. Employee costs consist of consulting fees, management, and salaries and benefits. The following is a breakdown of material components of the Company’s employee costs for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 $ | Three months ended March 31, 2024 $ | |
|---|---|---|
| Consulting fees | 517 | 33,157 |
| Management | 35,087 | 33,415 |
| Salaries and benefits | 34,580 | 25,219 |
| Share-based payments | - | - |
| 70,184 | 91,791 |
Consulting fees of $33,157 recorded for the three months ended March 31, 2024 includes $31,738 incurred in connection with the Company’s listing on the OTCQB.
Management expenses consist of salary allocations paid to the CEO, CFO and director’s fees of $5,000 per month.
Salaries and benefits consist of salaries paid to the CFO and employees of the Canadian head office, employer payroll expenses, group health premiums and WorkSafeBC premiums.
Filing fees consist of CSE and OTCQB sustaining fees.
General exploration expenses were $2,200 for the three months ended March 31, 2025 compared to $25,967 in general exploration expenses recorded for the 2024 comparative period. General exploration expenses include project generation costs and such activities were higher during the 2024 comparative period.
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
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Investor communication expenses were $27,640 for the three months ended March 31, 2025 compared to $8,259 in expenses incurred during the 2024 comparative period. The Company incurred $20,027 more in attendance at trade shows and conferences during the current quarter than the comparative period, including attendance at the Metals Investor Forum, Vancouver Resource Investment Conference, PDAC convention, and a road show in Toronto. The following is a breakdown of the Company’s investor communication expenses for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 $ | Three months ended March 31, 2024 $ | |
|---|---|---|
| Advertising | 5,620 | 6,141 |
| News releases | 787 | 787 |
| Trade shows and conferences | 20,908 | 881 |
| Transfer agent | 150 | 450 |
| Website | 175 | - |
| 27,640 | 8,259 |
Legal fees were $767 for the three months ended March 31, 2025 compared to $4,366 in legal fees recorded for the 2024 comparative period. During the 2024 comparative period, the Company incurred $3,384 in legal fees in connection with obtaining DTC eligibility in the United States.
Office expenses were $28,316 for the three months ended March 31, 2025 compared to $19,320 in expenses recorded for the 2024 comparative period. Office expenses increased to support the Company’s corporate development. Insurance consists of directors and officers liability and commercial general liability policies. Business development expenses were incurred in connection with investor relations activities and the Company expanded its office premises rental. The following is a breakdown of the Company’s office expenses for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 $ | Three months ended March 31, 2024 $ | |
|---|---|---|
| Bank charges and interest | 535 | 575 |
| Insurance | 5,438 | 3,754 |
| IT and web | 2,455 | 1,388 |
| Business development | 6,869 | 3,595 |
| Office supplies and expenses | 2,111 | 2,478 |
| Rent | 10,350 | 7,020 |
| Telephone | 558 | 510 |
| 28,316 | 19,320 |
Travel expenses were $7,728 for the three months ended March 31, 2025 compared to $11,104 in expenses recorded for the 2024 comparative period. Travel expenses were incurred to attend trade shows and conferences.
3.2 Total other income and expenses for the three months ended March 31, 2025
FT share premium income of $nil (2024: $15,580) was recognized during the three months ended March 31, 2025 upon incurrence of qualifying exploration expenditures.
Foreign exchange gains and losses arise from transactions denominated in U.S. dollars, the functional currency of the Company’s subsidiary.
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 5
Impairment expense of $190,214 (2024: $nil) was recorded on the abandonment of the Oxford project during the three months ended March 31, 2025.
4. CASH FLOWS
The Company is in the exploration and evaluation stage and as such does not earn any revenue from production. Total cash used in operating activities was $85,927 for the three months ended March 31, 2025 compared to cash used of $150,965 during the 2024 comparative period. The Company incurred a net loss of $292,653 with adjustments to add back items not involving cash (depreciation, foreign exchange, impairment and deferred income tax recovery) and adjustments for non-cash working capital items (amounts receivable, prepaid expenses, trade and other payables) to calculate the cash used in operating activities.
Total cash flows used in investing activities were $191,405 during the three months ended March 31, 2025 compared to cash used of $82,265 during the 2024 comparative period, and consist of expenditures on exploration and evaluation assets.
Total cash flows provided by financing activities were $373,000 for share subscriptions received during the three months ended March 31, 2025 compared to $nil during the 2024 comparative period. Subsequent to period end, the Company closed a non-brokered private placement for gross proceeds of $1,640,440.
5. SELECTED ANNUAL INFORMATION
N/A
6. MAJOR OPERATING MILESTONES
6.1 Period from January 1 to March 31, 2025
In March 2025, the Company staked an additional six mineral claims totalling 5,266 hectares at the Inzana project.
6.2 Period from April 1, 2025 to the Date of this Report
On April 7, 2025, the Company completed the first tranche of a non-brokered private placement (the “2025 Unit Offering”) consisting of 9,377,750 units priced at $0.16 (each, a “Unit”) for gross proceeds of $1,500,440. Each Unit is comprised of one common share and one-half of a share purchase warrant, with each whole warrant exercisable at $0.24 per share for a two year term.
On May 2, 2025, the Company completed the final tranche of the 2025 Unit Offering consisting of 875,000 Units for gross proceeds of $140,000.
7. Exploration and Evaluation Activities
7.1 Exploration and Evaluation Activities for the Three Months Ended March 31, 2025
The Company is in the mineral exploration stage and as such has no revenues. Mineral interests in the form of exploration and acquisition costs totalled $4,118,928 as at March 31, 2025 (December 31, 2024: $4,188,623 and March 31, 2024: $2,035,602).
Total costs incurred on exploration and evaluation assets for the periods ended March 31, 2025 and March 31, 2024 are summarized as follows:
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 6
| British Columbia $ | Nevada $ | Utah $ | Total $ | |
|---|---|---|---|---|
| Acquisition costs | ||||
| Balance, December 31, 2023 | 42,865 | 272,267 | 155,333 | 470,465 |
| Additions | - | 30,344 | - | 30,344 |
| Impairment | - | - | - | - |
| Foreign exchange | - | 6,814 | 3,805 | 10,619 |
| Balance, March 31, 2024 | 42,865 | 309,425 | 159,138 | 511,428 |
| Exploration costs | ||||
| Balance, December 31, 2023 | 1,239,044 | 202,144 | 9,057 | 1,450,245 |
| Additions | ||||
| Community relations | 4,679 | - | - | 4,679 |
| Drilling | 1,356 | - | - | 1,356 |
| Geology | 46,196 | 5,840 | - | 52,036 |
| Prospecting, mapping, sampling | 2,848 | 115 | - | 2,963 |
| Project manager | 7,693 | - | - | 7,693 |
| 62,772 | 5,955 | - | 68,727 | |
| Foreign exchange | - | 4,980 | 222 | 5,202 |
| Balance, March 31, 2024 | 1,301,816 | 213,079 | 9,279 | 1,524,174 |
| Total acquisition costs and exploration expenditures | ||||
| March 31, 2024 | 1,344,681 | 522,504 | 168,417 | 2,035,602 |
| British Columbia $ | Nevada $ | Utah $ | Total $ | |
| Acquisition costs | ||||
| Balance, December 31, 2024 | 55,880 | 519,083 | 189,471 | 764,434 |
| Additions | 9,216 | 7,176 | - | 16,392 |
| Impairment | - | (117,596) | - | (117,596) |
| Foreign exchange | - | (654) | (171) | (825) |
| Balance, March 31, 2025 | 65,096 | 408,009 | 189,300 | 662,405 |
| Exploration costs | ||||
| Balance, December 31, 2024 | 2,940,879 | 457,187 | 26,123 | 3,424,189 |
| Additions | ||||
| Drilling | 250 | - | - | 250 |
| Geology | 73,496 | 31,424 | 638 | 105,558 |
| Prospecting, mapping, sampling | 9,437 | - | - | 9,437 |
| Project manager | 12,915 | - | - | 12,915 |
| Recovery | (22,704) | - | - | (22,704) |
| 73,394 | 31,424 | 638 | 105,456 | |
| Impairment | - | (72,618) | - | (72,618) |
| Foreign exchange | - | (481) | (23) | (504) |
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 7
| Balance, March 31, 2025 | 3,014,273 | 415,512 | 26,738 | 3,456,523 |
|---|---|---|---|---|
| Total acquisition costs and exploration expenditures | ||||
| March 31, 2025 | 3,079,369 | 823,521 | 216,038 | 4,118,928 |
7.2 Kendal (Kitimat-Stikine Regional District, British Columbia)
The Company owns a 100% royalty-free interest in the Kendal property, which it acquired by way of staking. At March 31, 2025, Kendal was comprised of eight mineral claims totalling approximately 3,582 hectares located in west central British Columbia approximately 25 km northeast of Terrace.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $46,301 in exploration costs (2024: $18,858) on Kendal. The Company recorded a METC of $10,636 which reduced the carrying value of the project. As at March 31, 2025, total acquisition and exploration expenditures recorded on Kendal was $1,675,200 (2024: $212,461).
About the Kendal Property
As at the date of this Report, the Kendal Project comprises eight mineral claims totalling 3,582 hectares located in west-central British Columbia, approximately 25 km northeast of the city of Terrace, a regional infrastructure hub with a well-serviced airport. Infrastructure is excellent with four intersecting highways, hydroelectric power and rail corridors and port facilities approximately 120 km to the west at Prince Rupert. The project has direct road access, only 3.5 km from Highway 16. The project area lies within the traditional territory of the Kitselas First Nation.
In the fourth quarter of 2024, a first ever five-hole drill program at Kendal confirmed the discovery of a new copper porphyry system. All drill holes intersected significant porphyry-style alteration, multi-generational vein sets and highly anomalous copper and moly mineralization (see news release dated January 13, 2025). Based on initial studies focused on vectoring to higher grade mineralization, the target area is open, particularly south and west from the initial drilling.
The extensive mineralized alteration footprint encountered with these drill holes at Kendal indicates a porphyry system with a massive amount of associated fluid flow. This large alteration footprint and corresponding multiple generations of hydrothermal veins gives the Company confidence regarding the scale of the system and its potential to host a higher-grade mineralized core.
Vectoring work by Red Canyon suggests Kendal could have several porphyry centres. Work suggests numerous areas remain open to high grade potential and based on alteration, magnetic susceptibility and vein densities in drill holes RCKD-24-001 and 002, the system is open laterally to the south, southwest and southeast and to depth.
2024 Work Program - Kendal
Work completed during the period ended March 31, 2024 includes compilation and analysis of data related to a detailed rock lithochemistry program completed in the fourth quarter of 2023.
2025 Work Program - Kendal
During the period ended March 31, 2025, the Company completed its first stage planning for additional work at Kendal. To enhance targeting for subsequent drill holes, a program to expand the geochemical coverage in several areas, particularly to the south and west of the first pass drilling, is planned. Also,
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
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previous geochemical programs in and adjacent to Kendal creek drainages will be expanded into several new high priority areas.
Early planning suggests an expanded program of 2,500 - 5,000 m of step-out diamond drilling. This program would cover the south and west extension where the Company believes has excellent potential to host a higher-grade mineralized core to the Kendal system. Planning of specific drill collar locations and hole orientations is ongoing.
In May 2025, the Company announced that it has engaged Expert Geophysics Surveys Inc. to complete a 258 line-kilometre mobile magnetotelluric (“Mobile MT”) heliborne survey with a goal to vector into higher grade mineralization at Kendal. This survey will cover the entirety of Kendal and is expected to begin in early June 2025. Mobile MT is a leading geophysical technology, which aids in the identification of geologic structures, alteration halos and contrasting lithologies in the subsurface. In addition, potential mineralization from near surface to deeper than one km from surface can be inferred based on specific electromagnetic geophysical signatures. The planned program includes Expert flying 258 line-kilometres of Mobile MT on NNW to SSE lines spanning the entire Kendal project area. Line spacing will be 200 m with planned perpendicular tie lines to assist in data coordination and quality. For more information, see news release dated May 8, 2025.
The next steps for the Kendal project are as follows:
- Complete SWIR, petrographic analyses, and physical electrical studies on 2024 core
- Commence step out and infill rock, soil and silt geochemistry
- Expand geological, structural, vein density, and alteration mapping
- Conduct Mobile MT survey and integrate geophysical data with results from 2024 drilling and field work
- Finalize new drill targets and prepare for 2025 late summer drill program
7.3 Inzana (Bulkley-Nechako Regional District, British Columbia)
The Inzana property, which includes the Osiris and Acheron projects, consists of 100% interest in fifteen mineral claims totalling 14,908 hectares that the Company staked and four mineral claims totalling 539 hectares that are under two option agreements pursuant to which the Company may acquire 100% interest in the claims for aggregate consideration of $48,000 over a three-year term, subject to 1.25% NSR royalty with purchase rights. The project is located in northeast/central British Columbia, approximately 160 km northwest of Prince George.
During the three months ended March 31, 2025, the Company expended $9,216 in acquisition costs (2024: $nil) and $39,506 in exploration costs (2024: $nil) on Inzana. The Company recorded a METC of $8,981 which reduced the carrying value of the project. As at March 31, 2025, total acquisition and exploration expenditures recorded on Inzana was $74,138 (2024: $nil).
About the Inzana Property
The Inzana project area is located in central British Columbia, approximately 60 km northwest of the district municipality of Fort St. James and 35 km west southwest of the Mount Milligan Cu-Au mine.
The project area is located within the early Mesozoic-aged Quesnellia island arc terrane that occupies much of east-central British Columbia and is host to several of the province’s largest copper mines. The project area is bounded to the west by the NW-trending Pinchi Fault which juxtaposes older Cache Creek Terrane with the Triassic-Jurassic Quesnellia Terrane. The Company interprets that a NE-SW cross-arc structure is
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 9
located on the northern boundary of the Osiris project area. Cross-arc structures are interpreted to act as important structural pathways for the localization of porphyry deposits in arc terranes worldwide.
Previous operators in the area recognized various porphyritic intrusive rocks, anomalous copper, molybdenum and gold geochemistry and magnetite-rich hydrothermal alteration related to alkalic porphyry copper systems. A series of intermittent work programs spanning over 50 years have included geological mapping, geochemistry, magnetics and IP geophysics and diamond drilling. With the expanded understanding of alkalic copper–gold porphyry systems developed over the last decade, Red Canyon believes the Osiris and Acheron areas have excellent potential to host potentially economic copper–gold porphyry systems and that previous work identified alkalic porphyry alteration and mineralization indicative of peripheral zones to the main porphyry centres.
Osiris Project
The Osiris project has multiple magnetic features bound to the west by the Pinchi Fault and to the north by an interpreted cross-arc structure. Recent forestry activity in the area has significantly improved road access throughout the area. The Company’s 2025 field plans include rock, till and soil geochemistry on a series of targets. Magnetic and IP geophysical programs are also under consideration for 2025. In addition, the Company has applied for a Notice of Work plan that includes diamond drilling.
The Camp target area is a 1.0 km by 2.0 km NNW-trending magnetic high. Previous work suggests the magnetic high feature is due to introduced highly oxidized alkalic intrusions and associated hydrothermal magnetite.
A series of historical drill holes at Camp intersected porphyry-style alteration and copper and gold mineralization indicative of alkalic porphyry systems. Drill holes 91-2, 91-6 and 12-07 are host to highly anomalous copper and gold values. Drill holes 91-2 and 91-6 ended in mineralization with grades of copper and gold increasing to depth. In addition, veining and silicification are described as increasing down hole towards the west.
Historic drill hole 91-2 from Osiris returned 0.18% copper with anomalous gold over 127.4 m from 25.3 m. Based on the footprint of other alkalic porphyry deposits, the Company believes the target area remains open to vector into a higher-grade core to the system. As an example, the high grade Cadia Ridgeway alkalic copper gold deposit in New South Wales, Australia is generally a vertically extensive body with an approximately 225 by 225 m diameter. A Newcrest pre-discovery drill hole (NC371) within 150 m of the discovery hole at Cadia Ridgeway graded 0.10% copper over 118 m, comparable to the values in 91-2.
The Company believes the hydrothermal system at Camp is open both along the magnetic high and low as it trends NNW to SSE. The underlying rocks along the magnetic high/low trend are the potential source of the elevated copper in soil/till geochemistry glacially dispersed to the north.
IP chargeability and resistivity data indicates that highly chargeable zones could potentially correlate with graphic sediments in parts of the Camp area. Again, drill holes 91-2 and 91-6 both indicate increased copper and gold down hole with increasing silicification in flooding and veining. In both instances chargeability is modest, not high, and increasing silicification could correspond to a resistive high that trends NNW to SSE - roughly along the magnetic low feature.
For more information on targets and historical work at Osiris, see news release dated May 15, 2025.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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Acheron Project
The Acheron project at Inzana is defined by a NW-trending magnetic high spanning 10 km by up to 2.5 km. Historic work identified multiple phases of hydrothermally altered and mineralized porphyritic intrusions.
The Tez target at Acheron is interpreted by Red Canyon to be an alkalic porphyry centre defined by complex magnetics, rock and soil geochemistry and shallow historical drilling. Soil geochemistry outlines a core area of elevated Cu, Mo and Au. Outbound to this area is a rimming zone of elevated As and Mn, all indicative of chemistry that outlines the central signature of a porphyry system.
Historic drill holes from 2011 intersected anomalous copper, moly and gold in shallow drilling. While drilling results are considered anomalous, multiple altered porphyritic intrusions and surrounding sedimentary units are variously hydrothermally altered and mineralized in copper, molybdenum and gold. In addition, variable quartz vein sets occur within the system. Drill hole 11-05 hosts the highest elevated copper values and visually has the highest vein density within the Tez area, potentially indicating a closer proximity to the core of the system.
A selected outcrop sample taken in 2009 and identified as an altered feldspar porphyry-hosted sulphide quartz stockwork zone, returned 0.95% Cu and 0.80 g/t Au. The presence of quartz veins/stockwork hosting high Cu and Au tenor in the Tez area is considered important.
The Tez area has many of the required characteristics of mineralized alkalic copper-gold systems found worldwide. Alkalic porphyry core areas can have a relatively small overall footprint. The Company believes the Tez area remains open within the previously drilled area, as well as west and south along the trend of the magnetic feature.
Based on compilation studies by Red Canyon, the Company has identified priority areas for follow-up work. Fieldwork programs are planned for 2025 and the Company has submitted Notice of Work plans that include plans for initial drilling.
For more information on targets and historical work at Acheron, see news release dated May 15, 2025.
2025 Work Program - Inzana
Work completed during the period ended March 31, 2025 includes detailed compilation and analysis of historical data.
7.4 Peak (Cariboo Regional District, British Columbia)
As at March 31, 2025, Peak was comprised of 14 mineral claims totalling 6,560 hectares located in south central British Columbia, approximately 30 km northeast of Williams Lake. The claims were acquired by staking with the exception of one claim purchased from an arm's length vendor for $575 and a 1% net smelter return ("NSR") royalty that the Company may purchase for $1,000,000 at any time.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $6,443 in exploration costs (2024: $32,027) on Peak. During the period ended March 31, 2025, the Company recorded a British Columbia Mining Exploration Tax Credit ("METC") of $1,933 which reduced the carrying value of the project. As at March 31, 2025, total acquisition and exploration expenditures recorded on Peak was $792,432 (2024: $481,616).
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
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About the Peak Property
The Peak property is located in the Cariboo region of southcentral British Columbia, approximately 30 km northeast of the City of Williams Lake. Peak is a large, 6,560-hectare, strategic land position situated in a copper district with active large scale mining operations and excellent infrastructure. The Project is located approximately 28 km southwest of the Mount Polley copper-gold mine and 20 km southeast of the Gibraltar copper-molybdenum mine.
A series of complex magnetic highs spanning over approximately 15 km of interpreted Quesnellia Island Arc Terrane have been identified using magnetic inversion modeling and are considered by the Company to be prospective for copper-gold. Project wide soil geochemistry has outlined anomalous areas of copper associated with magnetic features that may reflect the presence of porphyry-type intrusions in the bedrock. An IP geophysical survey, which focused on coincident magnetic features with elevated copper in soils, was completed by the Company in 2023. Four of the seven targets tested show IP chargeability highs coincident with elevated copper geochemistry and interpreted intrusion related magnetic features.
A previous IP survey at Peak Central outlined a large chargeability zone and a deep resistive centre, west of outcropping copper bearing porphyritic rocks grading up to 2% copper.
The Company completed four first pass diamond drill holes totaling 1,310 metres during the second quarter of 2024. This initial program tested the main Peak Central target with three holes and the 6S target with one hole. For more information on the Peak drill program, refer to the Company’s news releases dated May 30, 2024 and August 15, 2024.
Additional information on the Peak project can be found in the NI 43-101 Technical Report dated May 1, 2023, as filed on SEDAR+ at www.sedarplus.ca.
2024 Work Program - Peak
Work completed during the period ended March 31, 2024 includes compilation of data and report writing relating to the Peak project assessment report. In addition, the Company reviewed geological, geochemical and geophysical data for planning a 2024 drill program.
2025 Work Program - Peak
Work completed during the period ended March 31, 2025 includes data compilation, petrographic and geochronology studies.
7.5 Ping (Fraser-Fort George Regional District, British Columbia)
The Company owns a 100% royalty-free interest in the Ping property, which it acquired by way of staking. At March 31, 2025, Ping was comprised of five mineral claims totalling approximately 4,427 hectares located in south central British Columbia approximately 50 km northwest of Prince George.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $1,290 in exploration costs (2024: $8,224) on Ping. The Company recorded a METC of $387 which reduced the carrying value of the project. As at March 31, 2025, total acquisition and exploration expenditures recorded on Ping were $534,659 (2024: $539,804).
About the Ping Property
The Ping project, situated in the central British Columbia, in the northern Cariboo region, covers a strategic land position of 4,427 hectares underlain by geology of the Quesnel Terrane. Regional geological mapping
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situates the Ping Project on the western boundary of the Takla volcanics, which hosts multiple copper porphyry systems in British Columbia. Previous exploration conducted on the property includes MMI (Mobile Metal Ion) soil geochemistry, an extensive aeromagnetic survey, and IP geophysics. The Company has compiled data from these surveys and has identified multiple targets that may represent copper bearing porphyritic intrusive rocks.
Within the Ping project, the Ping South property comprises four contiguous mineral claims covering 3,821 hectares in north-central British Columbia, located approximately 50 km NW of the City of Prince George. Ping South lies within the Quesnellia Island Arc Terrane which hosts numerous deposits of alkalic porphyry gold-copper style mineralization, including Mount Polley and Mt. Milligan. The Company believes this underexplored area of the Quesnellia Terrane presents a significant opportunity to use advanced geoscience to identify new copper deposits masked by the till cover.
The Ping South area is within an elevated magnetic portion of a 25 km long northwest-trending positive magnetic feature. The feature is also partly correlative with the western margin of a 90 km by 15 km north-trending gravity high that is co-spatial with the western margin of a conductivity (VTEM) low. These coincident geophysical features share comparable characteristics to regional geophysical responses from several British Columbia copper deposits.
Access to the property is excellent via a well-maintained logging road network. Main haul roads run to the north and south of the Ping South claims.
In the fourth quarter of 2023, the Company conducted a first pass diamond drill program, completing four diamond drill holes totalling 665 m, and testing one of three interpreted alkalic copper-gold porphyry targets. Drill hole RCPG-23-003, collared on the edge of an interpreted intrusive related magnetic feature, intercepted a sericite/pyrite altered, quartz-rich porphyry intrusion from the beginning of bedrock to the end of the hole. Intersecting a new porphyry intrusion in this glacial till covered area of the Quesnellia Island Arc Terrane is considered technically positive. For more information on the drill program, refer to the Company’s news releases dated October 25, 2023 and January 22, 2024.
No significant work was completed during the periods ended March 31, 2025 and March 31, 2024.
7.6 Limonite (Kitimat-Stikine Regional District, British Columbia)
The Limonite project consists of 100% interest in a single mineral claim totalling 656 hectares located in west central British Columbia, approximately 50 km east-northeast of Terrace, British Columbia. The claim was acquired by staking and is royalty free.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $2,558 in exploration costs (2024: $nil) on Limonite. The Company recorded a METC of $767 which reduced the carrying value of the project. As at March 31, 2025, total acquisition and exploration expenditures recorded on Limonite was $2,940 (2024: $nil).
Work completed during the period ended March 31, 2025 includes data compilation of historical work conducted.
7.7 Scraper Springs (Elko County, Nevada)
The Company holds a 100% interest in the Scraper Springs property, which at March 31, 2025 was comprised of 190 mineral claims totalling approximately 1,589 hectares located in Elko County, Nevada. The property was originally acquired pursuant to a property purchase and sale agreement dated February 22, 2021 for consideration of $100,000 and is subject to a 2% NSR royalty. The Company has staked additional claims on Federal Bureau of Land Management (“BLM”) land to expand the property.
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The Company has entered into an Exploration Lease and Option to Purchase Agreement (the “Agreement”) with an arm’s length party effective February 27, 2024 (the “Effective Date”) under which the Company is granted exclusive mineral and surface rights to certain private lands (the “Property”) within the boundaries of the Scraper Springs property for a 30-year term with an option to purchase the Property for US$2,375,000, for consideration of US$10,000 paid upon execution of the letter of intent and the Agreement, annual lease payments ranging from US$5,000 to US$80,000 over the term of the lease, a surface disturbance fee, and a NSR royalty of 4% which the Company may purchase the first 2% for US$500,000 and the second 2% for US$1,000,000 at any time prior to commercial production.
During the period ended March 31, 2025, the Company expended $7,176 in acquisition costs (2024: $6,743) and $19,759 in exploration costs (2024: $5,955) on Scraper Springs. As at March 31, 2025, total acquisition and exploration expenditures recorded on Scraper Springs was $778,709 (2024: $498,791).
About the Scraper Springs Property
Scraper Springs is in northern Nevada approximately 125 km from the cities of Winnemucca and Elko. The project is 100% owned, subject to a 2% NSR royalty and consists of 190 unpatented mining claims, spanning 1,589 hectares. The approximate 4 x 4 km alteration footprint surrounding the Scraper Springs target is comparable in scope to some of the world’s largest copper deposits. Access is considered excellent with maintained paved and packed gravel year-round road access.
Previous operators at Scraper Springs mostly targeted shallow, high-grade gold systems or Carlin-related gold systems. A reinterpretation of the alteration and geology at the Project by Red Canyon and third-party consultants suggests high-temperature, low-pH clays and Eocene-aged intrusions at Scraper Springs could be associated with a deeper, large-scale copper system.
In 2022, the Company completed a single line deep IP survey at the project, which outlined a significant, chargeable zone near the limit of the survey penetration depth not previously drill tested. One historical drill hole approximately 1.5 km east of this chargeability target intersected propylitic alteration and anomalous copper mineralization with values of 0.17% copper over 10.7 metres. This zone is interpreted to be a distal skarn mineralization driven by a porphyry related hydrothermal feeder.
In 2024, the Company completed three additional IP and Resistivity survey lines, a detailed gravity geophysical survey, a Magnetic Vector Inversion study on the Scraper Springs 2005 ground magnetics survey data, and together with independent consulting geologist Dr. Mike Sepp, undertook a review of Scraper Springs geophysics, geological and alteration mapping, geochemistry and hyperspectral work. Dr. Sepp is considered an expert in high temperature minerals (zunite and pyrophylite) associated with porphyry systems.
The following are some important conclusions developed previously and as part of Dr. Sepp’s review work:
- Scraper Springs has a Tier-one size alteration cell (4 x 4 km) analogous to world’s largest porphyry deposits.
- Favorable project magnetics with a large property scale magnetic low (hydrothermal alteration) and associate bullseye magnetic high.
- New IP geophysics outline a series of large anomalies (chargeable and conductive zones) that underlie the favorable deep lithocap alteration.
- The large footprint of Alunite alteration at Scraper Springs likely indicates strongly oxidized magmas, which are important to develop porphyry systems worldwide.
- North and South stock diorite intrusions at Scraper Springs are the same age as Bingham Canyon in Utah (38 Ma).
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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- Strong high temperature zunyite alteration indicates high chlorine magmatic fluids favorable to porphyry formation.
- Late zunyite alteration in high-temperature feeders indicate potential for an upgraded potassic core (>1% Cu), as seen at the Resolution deposit in Arizona and the Oyu Tolgi mine in Mongolia.
- Surface alteration and indicator geochemistry model the system at base of the lithocap, suggesting high preservation potential of system while also suggesting reasonable exploration target depths.
- Reprocessing of hyperspectral SWIR data discovered the presence of mixed muscovite and pyrophyllite in high-temperature feeder structures, characteristic of the lithocap-porphyry transition at: Yerington-USA, Pebble-USA, KSM-Canada, Oyu Tolgoi-MNG, Far Southeast-Lepanto-PHL, El Salvador-CHL, Los Helados-CHL, Valeriano-CHL.
- One historical deep drill hole approximately 1.5 km east of the current target area intersected propylitic alteration and anomalous copper mineralization with values of 0.17% copper over 10.7m. This drill intercept possibly represents a hydrothermal exoskarn zone interpreted to be associated with an adjacent copper porphyry system.
2025 Work Program – Scraper Springs
Work completed during the period ended March 31, 2025 includes compilation and analysis of geological and geophysical studies completed in 2024.
The Company views Scraper Springs as an important, high-profile copper project with excellent discovery potential. Scraper Springs is drill ready and the Company is currently working through project and finance planning, and budgeting for 2025.
7.10 Oxford (Lyon County, Nevada)
The Oxford property was comprised of 25 staked claims and 80 mineral claims under option located in Lyon County, Nevada. The Company entered into an Exploration Lease and Option to Purchase Agreement with an arm's length party effective May 17, 2024 (the "Effective Date") under which the Company was granted the exclusive right to explore for and develop minerals on the property for a 20-year term.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $23,601) and $10,566 in exploration costs (2024: $nil) on Oxford. The Company elected to abandon the option prior to the first anniversary option payment becoming due on May 17, 2025 and wrote off $190,214 in acquisition and exploration costs during the period ended March 31, 2025. As at March 31, 2025, total acquisition and exploration expenditures recorded on Oxford was $nil (2024: $23,713).
2025 Work Program – Oxford
Work completed during the period ended March 31, 2025 consisted of geological review of geological mapping, and sampling data.
7.11 Gray Hills (Lyon County, Nevada)
The Company holds a 100% interest in the Gray Hills property, which is comprised of 50 mineral claims totalling 418 hectares located in Lyon County, Nevada that the Company acquired by staking.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $1,099 in exploration costs (2024: $nil) on Gray Hills. As at March 31, 2025, total acquisition and exploration expenditures recorded on Gray Hills was $44,812 (2024: $nil).
No significant work was completed during the period ended March 31, 2025.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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7.12 Keg (Juab County, Utah)
The Company holds a 100% interest in the Keg property, which at March 31, 2025 was comprised of 63 mineral claims on BLM land and two Utah State leased sections totalling approximately 1,049 hectares located in Juab County, Utah. The property was acquired pursuant to a property purchase and sale agreement dated March 22, 2021 for consideration of $100,000 and is subject to a 2% NSR royalty.
During the period ended March 31, 2025, the Company expended $nil in acquisition costs (2024: $nil) and $638 in exploration costs (2024: $nil) on Keg. As at March 31, 2025, total acquisition and exploration expenditures recorded on Keg was $216,038 (2024: $168,417).
About the Keg Property
The Keg Property is located in Juab County, 100 kilometres south of Salt Lake City, in central Utah's Great Basin. The property is considered to have potential for porphyry copper and related skarn mineralization. Previous work includes geological mapping and sampling and airborne and surface geophysical surveys.
No significant work was completed during the periods ended March 31, 2025 and March 31, 2024.
7.13 Qualified Person
The scientific and technical information contained in this document has been reviewed and approved by Wendell Zerb, P. Geol, a "Qualified Person" ("QP") as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Zerb is not independent by reason of being the Chairman, President and CEO of the Company.
8. SUMMARY OF QUARTERLY RESULTS
The table below presents selected financial data for the Company's eight most recently completed fiscal quarters as presented in the unaudited condensed interim consolidated financial statements. The financial data provided is prepared in accordance with IFRS and is presented in Canadian dollars.
| Q1 Mar 31, 2025 | Q4 Dec 31, 2024 | Q3 Sep 30, 2024 | Q2 Jun 30, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Total revenue | - | - | - | - |
| Net loss for the period | (292,653) | (404,765) | (50,884) | (30,556) |
| Comprehensive loss for the period | (292,849) | (414,442) | (48,685) | (31,807) |
| Net loss per share, basic | (0.007) | (0.009) | (0.001) | (0.001) |
| Net loss per share, diluted | (0.007) | (0.009) | (0.001) | (0.001) |
| Q1 Mar 31, 2024 | Q4 Dec 31, 2023 | Q3 Sep 30, 2023 | Q2 Jun 30, 2023 | |
| $ | $ | $ | $ | |
| Total revenue | - | - | - | - |
| Net loss for the period | (130,658) | (19,454) | (39,618) | (113,182) |
| Comprehensive loss for the period | (133,382) | (16,926) | (41,166) | (111,859) |
| Net loss per share, basic | (0.004) | (0.001) | (0.001) | (0.003) |
| Net loss per share, diluted | (0.004) | (0.001) | (0.001) | (0.003) |
Because the Company is in the exploration stage, it did not earn any revenue.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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The net loss of $292,653 for 2025 Q1 includes impairment expense of $190,214 recognized on the Oxford project and a deferred tax recovery of $41,000.
The net loss of $404,765 for 2024 Q4 arose due to a deferred tax expense of $424,444, a non-cash item. FT share premium income of $192,267 and unrealized foreign exchange gain of $83,928 are partially offset by impairment expense of $82,417 and audit, investor communication and office expenses that are on whole slightly higher than previous quarters.
The net loss of $50,884 for 2024 Q3 includes share-based payments expense of $191,093 for the grant of stock options and $17,543 recorded for the write off of the Cooper project, net of a $3,922 BC METC recovery for Hatter expenditures. These expenses are partially offset by FT share premium income of $268,574.
The net loss of $30,556 for 2024 Q2 is narrower than other periods due to recognition of $119,498 in FT share premium income.
The net loss of $130,658 for 2024 Q1 is wider than other periods. Included in the loss is $42,047 incurred in connection with the Company's OTCQB listing and DTC eligibility application. General exploration expenditures also increased as the result of project generation activities. The Company paid $15,000 in quarterly director's fees commencing September 1, 2023.
The net loss of $19,454 for 2023 Q4 is narrower than other periods. Offsetting the loss is $175,192 in FT share premium income. Contributing to the loss are $34,070 in mineral property impairment on the Hatter property, $40,250 in audit fee provision and $23,144 in legal and filing fees incurred in connection with the Company's CSE listing. The Company also commenced paying $15,000 in quarterly director's fees effective September 1, 2023.
The net loss of $39,618 for 2023 Q3 is narrower than other periods. The Company recorded FT share premium income of $85,462.
The net loss of $113,182 for 2023 Q2 is wider than other periods. Included in the loss is $37,307 in share-based payments.
9. LIQUIDITY
The Company's Financial Statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on the ability of the Company to raise equity financing and the attainment of profitable operations. Management has been successful in raising equity financing in the past. However, there is no assurance that it will be able to do so in the future.
Factors that could impact on the Company's liquidity are monitored regularly and include market changes, copper price changes, and economic upturns or downturns that affect the market price of the Company's securities for the purposes of raising financing. World economic and geopolitical events and resulting inflation has created uncertainty in the equity and commodity markets, which makes it a challenge to raise financing. Management believes that this condition will continue over the next twelve months.
Cash was $783,403 at March 31, 2025 (December 31, 2024: $688,031). Restricted cash was $20,453 at March 31, 2025 (December 31, 2024: $20,342) and consists of a savings account held at a financial institution as security against a company credit card.
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Amounts and other receivable consist of GST input tax credits, METC and office expense recoveries. Prepaid expenses were recorded for ordinary operating expenses and deposits for exploration contractors.
Trade and other payables total $73,552 at March 31, 2025 compared to $150,977 at December 31, 2024.
Working capital was $838,834 at March 31, 2025 compared to $729,762 at December 31, 2024.
The Company has no debt or debt arrangements.
In April and May 2025, the Company completed a non-brokered private placement to raise gross proceeds of $1,640,440 through the issuance of 10,252,750 units of the Company (the "Units") at a price of $0.16 per Unit. Each Unit consists of one common share and one-half of a share purchase warrant, with each whole warrant exercisable into one further common share at a price of $0.24 for a term of 24 months.
The Company anticipates that it has sufficient capital to meet its financial obligations as they become due in the current fiscal year but plans to raise additional financing to fund its exploration programs.
10. CAPITAL RESOURCES
The Company does not have any commitments for capital expenditures other than the property option payments to maintain its interests in the Inzana project as outlined under Section 7 "Exploration and Evaluation Activities" above. The Company does not have any capital resources in the form of debt, equity and any other financing arrangements.
11. OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
12. TRANSACTIONS BETWEEN RELATED PARTIES
12.1 Key Management Compensation
Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer and chief financial officer of the Company. Key management personnel compensation is comprised of the following:
| Period ended March 31, 2025 | Period ended March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Short-term employee benefits and director fees | 70,650 | 67,500 |
| Share-based payments | - | - |
| 70,650 | 67,500 |
The Company has entered into a Management Agreement with Wendell Zerb, the Chairman, President and Chief Executive Officer (the "CEO") effective January 1, 2022 for no fixed term. As compensation for the services to be provided, the CEO will receive a monthly fee of $10,800 (increased to $11,450 effective July 1, 2024) with provisions for severance of (i) six months of compensation plus an additional one month for each completed year of service up to a maximum of twelve months in the event the Company terminates the Agreement without Cause after twelve months of the effective date; (ii) eighteen times the monthly compensation if the CEO resigns for Good Cause; and (iii) eighteen months of compensation in the event the Company terminates the Agreement with or without Cause, or the CEO resigns with or without Good Cause, within twelve months following a change of control of the Company. In the event the CEO
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participates in activities that lead to (i) the sale of any of the Company’s exploration properties or the creation of a new or spin-off company, he will be awarded a Special Bonus in the amount of 0.5% of the sale of any of the Company’s exploration properties or the creation of a new or spin-off company; and (ii) a corporate transaction involving a sale of the Company or more than 50% of the Company’s issued and outstanding common shares, he will be awarded a Special Bonus of 0.2% of the consideration up to $50 million of consideration received, and 0.1% of additional value beyond that $50 million level. During the period ended March 31, 2025, the Company recorded $34,350 (2024: $32,400) in fees payable to the CEO, of which $25,762 (2024: $24,840 was capitalized to Exploration and Evaluation Assets in the Consolidated Statement of Financial Position and $8,588 (2024: $7,560) was expensed to Management within profit or loss.
The Company has entered into an Employment Agreement with Sandra Wong, the Chief Financial Officer and Corporate Secretary (the “CFO”) effective June 1, 2023 for no fixed term. As compensation for the services to be provided, the CFO will receive a monthly salary of $6,700 (increased to $7,100 effective July 1, 2024) with provisions for severance of (i) three months of compensation in the event the Company terminates the Agreement without Cause; (ii) three months of compensation in the event the CFO resigns for Good Cause; and (iii) eighteen months of compensation in the event the Company terminates the Agreement with or without Cause, or the CFO resigns with or without Good Cause, within twelve months following a change of control of the Company. During the period ended March 31, 2025, the Company recorded $21,300 (2024: $20,100) in fees payable to the CFO, of which $10,650 (2024: $10,050) was expensed to Management and $10,650 (2024: $10,050) was expensed to Salaries and Benefits within profit or loss.
The Company has approved the payment of a director’s fee of $1,000 per month to each of Lauren Roberts, Caleb Stroup and Alistair Waddell and $2,000 per month to Cecil R. Bond, the chair of the audit committee, effective September 1, 2023. During the period ended March 31, 2025, the Company recorded $15,000 (2024: $15,000) in director fees which were expensed to Management in the Consolidated Statement of Loss.
Wendell Zerb, Caleb Stroup and Alistair Waddell are officers and/or directors of the Company and are also directors and shareholders of NewQuest Capital Inc., which holds a 16.83% interest in the Company. Sandra Wong is CFO and Corporate Secretary of the Company and is also CFO, Corporate Secretary and a shareholder of NewQuest.
12.2 Private Placements
In connection with the private placement that closed on April 7, 2025, NewQuest purchased a total of 262,500 Units for total proceeds of $42,000, Wendell Zerb, the Chairman, President, CEO and a director of the Company, purchased a total of 300,000 Units for total proceeds of $48,000, and Sandra Wong, the CFO of the Company, purchased a total of 50,000 Units for total proceeds of $8,000. The terms and conditions offered to the related parties in these transactions are identical to those offered to non-related common shareholders.
12.3 Due to Related Parties
As at March 31, 2025, the Company has $3,463 (December 31, 2024: $8,943) due to related parties which consists of amounts owed to a director and a significant shareholder for salaries and expense reimbursements, which is due on demand, unsecured and is non-interest bearing. The amounts due to related parties are payable to the following:
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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| March 31, 2025 $ | December 31, 2024 $ | |
|---|---|---|
| Wendell Zerb, President, Chairman, CEO, Director | - | 1,447 |
| NewQuest, significant shareholder and common directors | 3,463 | 7,496 |
| 3,463 | 8,943 |
13. FOURTH QUARTER
N/A
14. PROPOSED TRANSACTIONS
The Company is engaged in the search for potential joint venture partners, mineral property acquisitions and financings, but there are currently no proposed asset or business acquisitions or dispositions other than disclosed in this Report. Other than disclosed in this Report, the Company does not have any proposed transactions.
15. COMMITMENTS, EXPECTED EVENTS OR UNCERTAINTIES
Other than disclosed in this Report, the Company does not have any commitments, expected events, or uncertainties.
16. SIGNIFICANT CHANGES FROM PREVIOUS DISCLOSURE
N/A
17. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
A number of new or amended accounting standards were scheduled for mandatory adoption on or after January 1, 2025. New or amended accounting standards adopted on January 1, 2025 have not had a material impact on the Company’s consolidated financial statements.
The Company has not early adopted new or amended standards with adoption dates subsequent to January 1, 2026 in preparing these condensed interim consolidated financial statements. The Company has not yet determined the impact of these amendments on its consolidated financial statements.
18. KNOWN TRENDS, RISKS OR DEMANDS
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The primary sources of credit risk for the Company arise from its financial assets consisting of cash. The carrying value of cash represents the Company’s maximum exposure to credit risk. To minimize credit risk, the Company only holds its cash with chartered Canadian financial institutions. The Company owns restricted cash of $20,453 which consists of a savings account held by a financial institution as security against a Company credit card. The Company also owns cash reclamation bond deposits of $120,000 held by the Province of British Columbia. The Company believes that the credit risk of default for these assets is low. As at March 31, 2025, the Company has no financial assets that are past due or impaired due to credit risk defaults. The Company’s management of credit risk has not changed during the period ended March 31, 2025, from that of the prior year.
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Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s financial liabilities consist of its trade and other payables. The Company has a working capital of $838,834 as at March 31, 2025 and anticipates that it can meet its financial obligations as they become due in the current fiscal year. The Company handles its liquidity risk through the management of its capital structure as described in Note 12 of the financial statements. All of the Company’s financial liabilities are due on demand, do not generally bear interest and are subject to normal trade terms. The Company’s management of liquidity risk has not changed during the period ended March 31, 2025 from that of the prior year.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of interest rate risk, currency risk and other price risk. The Company is not exposed to significant interest rate risk as the Company has no interest-bearing debt. The Company does not hold any equity securities; as such, the Company is not exposed to material other price risk. The Company’s management of market risk has not changed during the period ended March 31, 2025 from that of the prior year.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. The results of the Company’s operations are exposed to currency fluctuations. To date, the Company has raised funds entirely in Canadian dollars. A portion of the Company’s exploration property expenditures will be incurred in United States dollars. A change in the foreign exchange rate as at March 31, 2025 of +/- 10% would have an impact of $20,349 on profit or loss.
Risks and Uncertainties
Exploration and mining companies face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical.
The principal activity of the Company is mineral exploration, which is inherently risky. Exploration is also capital intensive, and the Company currently has no source of income and must depend on equity financings as its main source of capital. Only the skills of its management and staff in mineral exploration and exploration financing serve to mitigate these risks and therefore are one of the main assets of the Company.
The following are the risk factors which the Company’s management believes are most important in the context of the Company’s business. It should be noted that this list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.
The Company has Limited History of Operations
The Company has limited history of operations and is in the early stages of exploration on its mining properties. The Company may experience higher costs than budgeted and delays which were not expected. The Company must also locate and retain qualified personnel to conduct exploration work. Further adverse changes in any one of such factors or the failure to locate and retain such personnel will have an additional adverse effect on the Company, its business and results of operations.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
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The Mining Industry is Speculative and of a Very High-Risk Nature
Mining activities are speculative by their nature and involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company’s activities are in the exploration stage and such exploration is subject to the risk that previously reported inferred mineralization is not economic. If this occurs, the Company’s existing resources may not be sufficient to support a profitable mining operation. The Company’s activities are subject to a number of factors beyond its control including intense industry competition and changes in economic conditions, including some operating costs (such as electrical power). Its operations are subject to all the hazards normally incidental to exploration, development and production of precious metals, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. An adverse change in any one of such factors, hazards and risks would have a material adverse effect on the Company, its business and results of operations. This might result in the Company not meeting its business objectives.
The Company is Dependent on Various Key Personnel
The Company’s success is dependent upon the performance of key personnel. The Company does not maintain life insurance for key personnel and the loss of the services of senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations.
Title Matters
Title to and the area of mining claims may be disputed. Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current state of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
Competition
The Company competes with many companies that have substantially greater financial and technical resources than the Company for the acquisition of mineral properties as well as for the recruitment and retention of qualified employees.
The Company’s Activities might suffer Losses from or Liabilities for Risks which are not Insurable
The Company does not currently carry any form of political risk insurance, insurance for loss of or damage in respect of its equipment and property or any form of environmental liability insurance, since insurance is prohibitively expensive. The payment of any such liabilities would reduce the funds available to the Company. If the Company suffers damage to its equipment, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.
The Company is Subject to Substantial Environmental Requirements Which Could Cause a Restriction or Suspension of our Operations
The current and anticipated future operations and exploration activities of the Company on its projects in Canada and the United States require permits from various governmental authorities and such operations and exploration activities are and will be governed by Federal, State and local laws and regulations governing various elements of the extractive industry. It is the Company’s intention to ensure that the environmental impact on areas where it operates is mitigated by restoration and rehabilitation of affected areas.
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 22
As the Company is presently at the early exploration stage with all of our properties, the disturbance of the environment is limited and the costs of complying with environmental regulations are minimal. However, if operations result in negative effects upon the environment, government agencies will likely require the Company to provide remedial actions to correct the negative effects. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory authorities curtailing the Company’s operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration or development.
Conflicts of Interest
Certain of our directors and officers are also directors and/or officers and/or shareholders of other natural resource companies. While we are engaged in the business of exploring for and, if appropriate, exploiting mineral properties, such associations may give rise to conflicts of interest from time to time. Our directors are required by law to act honestly and in good faith with a view to uphold the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of our board of directors, any director in a conflict must disclose his interest and abstain from voting on the matter. In determining whether or not we will participate in any project or opportunity, our directors will primarily consider the degree of risk to which we may be exposed and our financial position at the time.
Information Systems Security Threats
The Company’s operations depend upon information technology systems which may be subject to disruption, damage or failure from different sources, including, without limitation, installation of malicious software, computer viruses, security breaches, cyber-attacks and defects in design.
Although to date, the Company has not experienced any material losses related to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attacks, damage or unauthorized access remain a priority. As the threat landscape is ever-changing, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Climate Change
The Company is exposed to physical risks related to climate change including extreme weather events such as floods, longer wet or dry seasons, increased temperatures and drought, increased precipitation and snowfall and wildfires. Such events can temporarily slow or halt operations due to physical damage of assets, shortage of resources and route disruptions that may limit the transportation of materials and personnel. Additionally, regulations and taxes developed to regulate the transition to a low-carbon economy and energy efficiency may result in increased operation costs including environmental monitoring, increased reporting and other costs to comply with such regulations.
Tariffs
The imposition of tariffs or trade barriers by various governments, including the United States, Canada and other countries, could potentially impact the Company’s projects, financial performance, and competitive position. Tariffs introduce a layer of uncertainty as they can affect spending, trade flows, government
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 23
revenue, exchange rates, employment, economic growth and inflation. They could substantially disrupt supply chains in Canada, the United States and elsewhere around the world. This uncertainty has led to significant fluctuations in financial markets around the world and makes it difficult to raise financing. It is not currently possible to predict the extent that the Company's results may be negatively affected if tariffs persist or escalate. The full effects of these tariffs on the economy and financial market will only become clear with time.
19. DISCLOSURE OF OUTSTANDING SHARE DATA
The Company is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.
As at May 26, 2025, the Company has 55,129,937 common shares issued and outstanding.
As at May 26, 2025, 2024, the Company has 4,465,000 stock options outstanding.
As at May 26, 2025, the Company has 10,313,655 warrants outstanding.
As at May 26, 2025, the Company has 8,049,150 common shares held in escrow.
20. BOARD OF DIRECTORS AND OFFICERS
The directors of the Company are Cecil R. Bond, Lauren Roberts, Caleb Stroup, Alistair Waddell and Wendell Zerb.
The officers of the Company are Wendell Zerb (Chairman, President and Chief Executive Officer and Sandra Wong (Chief Financial Officer and Corporate Secretary).
21. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth below.
This Management's Discussion and Analysis contains "forward-looking statements, within the meaning of applicable Canadian Securities legislation", that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold and copper, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", or "might" be taken, occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from any other future
RED CANYON RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
PAGE 24
results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: risks relating to the integration of acquisitions, risk relating to international operations, the actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; fluctuations in metal prices; as well as those risk factors discussed or referred to elsewhere in this Management’s Discussion and Analysis for the period ended March 31, 2025. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.
22. DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
CSE-listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in National Instrument 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a CSE issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
RED CANYON RESOURCES LTD.
Wendell Zerb
Chairman, President and Chief Executive Officer