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Relevant Gold Corp. — Management Reports 2026
Apr 8, 2026
48170_rns_2026-04-08_8e1cf771-3647-48c2-bbbc-f821ac918b20.pdf
Management Reports
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RELEVANT GOLD
Relevant Gold Corp.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
This Management's Discussion and Analysis ("MD&A") of the results of operations and financial condition of Relevant Gold Corp. ("Relevant Gold" or the "Company") and its subsidiary should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 (the "Financial Statements"), which have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board. This MD&A provides management's comments on the Company's operations for the years ended December 31, 2025 and 2024 and the Company's financial condition as at December 31, 2025, as compared with December 31, 2024.
All amounts are presented in Canadian dollars, the Company's presentation currency, unless otherwise stated. References to US$ are to United States dollars. The functional currency of the Company and its subsidiaries is the Canadian dollar. Other information contained in this document has been prepared by management and is consistent with the data contained in the Financial Statements.
The Company's certifying officers are responsible for ensuring that the Financial Statements and MD&A do not contain any untrue statements of a material fact or omissions of material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's certifying officers certify that, based on their knowledge and having exercised reasonable diligence, the Financial Statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company as at the date of and for the periods presented in the filings.
In this MD&A, the words "we", "us", or "our", collectively refer to Relevant Gold Corp. and its subsidiary. The first, second, third and fourth quarters of the Company's Fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. The years ended December 31, 2025 and 2024 are referred to as "Fiscal 2025" and "Fiscal 2024", respectively.
This MD&A considers information available up to the approval of the Financial Statements and MD&A by the Board of Directors on April 7, 2026 ("MD&A Date").
The Company's Board of Directors provides an oversight role with respect to all public financial disclosures by the Company.
Management is responsible for the preparation and integrity of the Company's Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is responsible for ensuring that information disclosed externally, including the information contained within the Company's Financial Statements and MD&A, is complete and reliable.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "estimate", "will", "expect", "plan", "intend", "target" or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to:
- our business plan and investment strategy; and
- general business strategies and objectives.
Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document which includes, but is not limited to:
- taxes and capital, operating, general and administrative and other costs;
- general business, economic and market conditions;
- the ability of the Company to obtain the required capital to finance its investment strategy and meet its commitments and financial obligations;
- the ability of the Company to obtain services and personnel in a timely manner and at an acceptable cost to carry out activities; and
- the timely receipt of required regulatory approvals.
Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as there can be no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially than anticipated and described in the forward-looking information. The material risks and uncertainties include, but are not limited to:
- meeting current and future commitments and obligations;
- general business, economic and market conditions;
- the uncertainty of estimates and projections relating to future costs and expenses;
- changes in, or in the interpretation of, laws, regulations or policies;
- the ability to obtain required regulatory approvals in a timely manner;
- the outcome of existing and potential lawsuits, regulatory actions, audits and assessments; and
- other risks and uncertainties described elsewhere in this document.
The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled "Risk and Uncertainties" herein. The forward-looking information contained in this document is made as at the date hereof and, except as required by applicable securities law, the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.
COMPANY OVERVIEW
Relevant Gold Corp. was incorporated under the Business Corporations Act in British Columbia on July 30, 2020. The Company has interests in exploration and evaluation assets in the United States, and its principal business is the exploration and development of those assets. The head office, principal address, registered address, and records office of the Company is located at Suite #3000, Bentall Four-1055 Dunsmuir Street, Vancouver, BC, V7X 1K8.
The Company was listed on the Canadian Securities Exchange ("CSE") under the symbol "RGC" from August 11, 2022 to August 8, 2023. On August 9, 2023, the Company's common shares commenced trading on the TSX Venture Exchange under the symbol "RGC". On September 18, 2023, the Company's common shares commenced trading on the OTCQB Venture Market under the symbol "RGCCF".
The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenses is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
OVERALL PERFORMANCE
The Company has no substantial revenue and supports its operations through the sale of equity or assets such as mineral properties. The value of any mineral property is dependent upon the existence or potential existence of economically recoverable mineral reserves. See Section "Risk and Uncertainties", below.
Company Strategy and Exploration Thesis
Relevant Gold is focused on systematically discovering district-scale, high-grade orogenic gold deposits in Wyoming, USA through its proprietary exploration approach, "New Eyes on Old Rocks®." Our methodology leverages geological research that links Wyoming's geology and timing of gold mineralization (~2.6 billion years ago) with Canada's prolific Abitibi Greenstone Belt. Using this geological model, the Company has assembled a robust portfolio of five district-scale projects within the highly prospective South Pass and Bradley Peak gold camps, located along the Archean aged Oregon Trail Structural Belt. A partial list of scientific sources can be found on the Relevant Gold website here.
Property Portfolio and Strategic Positioning
Through strategic land acquisition and systematic exploration, the Company now controls approximately 20,000 hectares (~50,000 acres) of highly prospective mineral rights, with targets that demonstrate key geological similarities to major gold districts such as Red Lake, Hemlo, and Canadian Malartic. These properties are being explored for their potential to hold orogenic, shear-hosted mineralization of precious and base metals. Exploration work to date has produced significant high-grade samples of gold, silver, copper and zinc. Early diamond drilling has confirmed the presence of shear-hosted orogenic gold below surface, further supporting the Company's thesis that Wyoming hosts potential for large-scale Archean aged orogenic gold systems. This initial drilling validation positions the company to begin more focused discovery drilling at its highest-priority targets in the years to come.
Relevant Gold's portfolio comprises the following properties:
Bradley Peak Property | 10,800 acres
The Bradley Peak Property is located in the Seminoe Mountains in central Wyoming and consists of approximately 10,800 acres (4,391 hectares) of contiguous active Bureau of Land Management ("BLM") mining claims, 100% owned by Relevant Gold (the "Bradley Peak Property"). The property is a significant greenstone belt featuring over 50 km of prospective shear zones with robust gold-copper-zinc mineralization. Recent mapping and rock-chip programs identified six high-grade targets, notably Apex, Kortes, Deserted Treasure, Lost Mine, Olmeh, and East Limb, exhibiting high-grade rock chip assays (up to 46.8 g/t Au, 107 g/t Ag, 7.8% Cu, 2% Zn). Airborne geophysics confirms the Bradley Peak Property as hosted within a major 100km² folded structural anomaly with striking similarities to Canada's Hemlo and Red Lake districts, strengthening our exploration thesis.
In 2025, Relevant Gold completed its inaugural diamond drilling program at the Bradley Peak Property with drilling focused on the Apex Zone (the "Apex Target"). The program commenced in June 2025 and was completed in October 2025, totaling 5,102 m in 12 HQ-size, oriented diamond drill holes testing approximately 600 m of strike and 400 m of vertical depth within a >2.5 km long shear corridor.
Drilling confirmed the presence of a continuous gold-bearing shear zone interpreted as a 70-100 m wide composite deformation corridor containing multiple sub-parallel shears, quartz veining, sulfides, and intrusive dikes. Assay results released in January 2026 reported anomalous gold (>50 ppb Au) in all 12 drill holes, confirming continuity of mineralization along the tested strike length and to depth. Reported notable intervals (core length) included 0.42 g/t Au over 1.35 m (Hole 25AP-009), 0.40 g/t Au over 0.91 m (Hole 25AP-006), 0.23 g/t Au over 0.56 m (Hole 25AP-010), and 0.20 g/t Au over 1.60 m (Hole 25AP-008), as well as 0.22 g/t Au and 0.19% Cu over 0.43 m (Hole 25AP-003). Drilling identified a parallel mineralized shear zone (the "BPEX Target") approximately 200 m northwest of the main Apex Target shear, indicating structural complexity and additional exploration potential within the broader corridor.
Bradley Peak Property - Key Attributes:
- Host lithologies include greenstone, amphibolite, ultramafic, and mafic intrusive rocks and iron-formation, offering classic rheologic contrasts and structural traps.
- Mineralization is typically found in quartz/ carbonate vein arrays within orogenic shear zones, with abundant arsenopyrite, chalcopyrite, pyrite, and pyrrhotite.
- Vector elements include Au-Ag-Sb-Hg-Bi-Cu-W, consistent with major Archean greenstone gold camps.
- 2025 drilling at Apex Target confirmed a continuous 70-100 m wide corridor mineralized with gold.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
A US$226,533 matching grant from the Wyoming Energy Matching Funds program supports a helicopter-borne Time-Domain Electromagnetic (VTEM™) survey across the property. Survey mobilization began in Q4 2025, with data acquisition extended into Q1 2026 and final datasets and interpretation expected in the first half of 2026. The high-resolution conductivity and magnetic dataset will be integrated with existing structural, geochemical and magnetic data to sharpen drill targeting across the project. Key news releases:
- Mar. 25, 2024: Regional Magnetics Survey Highlights Major Anomalies at Relevant Gold's Bradley Peak and South Pass Gold Camps
- Aug. 13, 2024: Relevant Gold Samples 46.8 g/t Au and 2.44% Cu at Bradley Peak
- Aug. 29, 2024: Relevant Gold Doubles its Land Position at the Bradley Peak Gold Camp
- Sep. 26, 2024: Relevant Gold Defines Large-Scale Drilling Target at Bradley Peak
- Jun. 26, 2025: Relevant Gold Commences Drilling Bradley Peak and Announces Options Grant
- Jul. 2, 2025: Wyoming Grants $226K to Relevant Gold for Bradley Peak Geophysics
- Oct. 29, 2025: Relevant Gold Completes Drilling at Apex, Confirms Orogenic Gold Model
- Jan. 21, 2026: Relevant Gold Confirms Gold-Bearing Shear Zone at Apex
Golden Buffalo Gold Property | 9,600 acres
The Golden Buffalo Gold Property is located south of the Wind River Mountain Range in west-central Wyoming within the South Pass Gold Camp. The project site is located approximately 60 kilometres southeast of Lander, Wyoming in Fremont County and is comprised of both unpatented claims on public land managed by the BLM and private patented claims/land (the "Golden Buffalo Gold Property"). The total land area controlled by Relevant Gold in the Golden Buffalo Gold Property is about 3,725 hectares (9,600 acres) with 459 unpatented claims. The Golden Buffalo Property hosts a fertile orogenic gold system demonstrated by visible gold occurrences, high-grade surface samples up to 168 g/t Au, and drill intercepts including 83.8 g/t Au over 1 meter (Hole 22GB-012). Initial drilling, trenching, mapping, and soil geochemistry programs have delineated multiple high-grade targets along the Golden Buffalo Shear Zone ("GBSZ"). Recent soil sampling has identified a 3.5 km² arsenic anomaly, providing clear vectors for further high-grade gold targeting.
Relevant Gold holds 100% interest in the property, including the acquisition of 88 BLM claims (700 ha) from Golden Buffalo Mining Company ("GBMC"), finalized via a purchase agreement that replaced a prior lease-option arrangement. GBMC received 1.5 million shares, potential milestone payments, and a 3% NSR royalty on the Subject Property.
Golden Buffalo Gold Property - Key Attributes:
- Hosts a fertile orogenic gold system with visible gold and high-grade samples up to 168 g/t Au
- Diamond drilling returned 83.8 g/t Au over 1 m within a shear zone averaging 28 g/t over 3 m (Hole 22GB-012)
- Multiple gold-bearing shear zones and vein styles confirmed through trenching, mapping, and drilling
- 3.5 km² arsenic anomaly defined via soil sampling - supports scale potential and targets expansion
- Consistent Abitibi-style alteration and arsenic-gold geochemistry confirms robust orogenic signature
Since 2020, GBMC conducted small-scale mining along the GBSZ, exposing coarse and nugget gold through shallow trenching and gravity-based processing. Historical production from this activity is estimated at approximately 600 ounces, not compliant with NI 43-101 standards.
Relevant Gold has executed extensive geologic mapping, structural analysis, rock chip and soil geochemistry, and ground geophysics across the property. Rock chip samples returned values up to 168 g/t Au, with visible and coarse gold mapped at surface. Geochemical results strongly correlate with mapped shear zones and mineralogy, particularly in quartz veins hosting arsenopyrite and pyrite. A 2021 soil survey (425 samples) revealed a >1 km east-west arsenic anomaly, with a 2023 follow-up program expanding the anomaly to 3.5 km², outlining a newly mapped 2+ km western extension of the GBSZ. More than 2,100 soil samples were collected in 2023, using a grid with 400 m line spacing and 25 m sample intervals.
In mid-2022, Relevant Gold launched a 3,478 m diamond core drilling program (26 holes) targeting the GBSZ and its potential parallel structures. Despite early weather challenges preventing the full 4,000 m plan, the program provided key subsurface data for vectoring future drilling and scale opportunity assessment. Highlights include:
- Hole 22GB-012: 83.8 g/t Au over 1 m, within a 3 m shear zone averaging 28 g/t Au
- 54% of holes intersected anomalous gold (>0.1 g/t Au)
- Abitibi-style alteration observed in all drill holes
- Step-out holes confirmed continuity of multiple parallel mineralized shears
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Complementary trenching and detailed mapping at 1:200 scale further refined the GBSZ target:
- High-grade results along shear contacts: 4.1 g/t Au (north), 2.5 g/t Au (south)
- Gold identified in various vein styles: vertical shear-parallel, undulating shallow-dip, and extensional veins
- Chlorite-hematite-silica alteration dominates the mineralized zones
- A new sub-unit of the Miner's Delight Formation was identified in association with surface mineralization
The 2023 work extended soil sampling across the full property and advanced the geologic model of the GBSZ's offset extensions. The correlation of arsenic as a pathfinder element for gold mineralization in this orogenic system continues to strengthen. All work to date supports the Company's core thesis that the Archean granite-greenstone terranes of Wyoming are analogous to Canada's Abitibi belt. Exploration continues to check key criteria for orogenic shear-hosted systems of scale.
Key news releases:
- Nov. 7, 2022: Relevant Gold Announces 13 New Orogenic Shear Structures (15km total) Discovered through 2022 Exploration and Completion of 3500m Drilling Program
- Feb. 6, 2023: Relevant Gold Intersects 83.8 g/t Gold over 1 metre at Golden Buffalo
- Feb. 16, 2023: Relevant Gold Reports 4.1 g/t Gold in Trench Sampling at Golden Buffalo
- Mar. 13, 2024: Relevant Gold Reveals 3.5 km² Geochemical Soil Anomaly at Golden Buffalo
Lewiston Gold Property | 13,890 acres
The Lewiston Gold Property is located in west-central Wyoming, south of the Wind River Mountain Range in the historic Lewiston mining district. The project site is approximately 65 km southeast of Lander, Wyoming in Fremont County and is comprised of a discontinuous block of 692 unpatented and 3 patented claims surrounding smaller areas of private lands and other unpatented claims (the "Lewiston Gold Property"). The total land area controlled by Relevant Gold in the Lewiston Gold Property is approximately 5,621 hectares (13,890 acres). The Lewiston Gold Property encompasses historic high-grade gold workings within a structurally controlled corridor that now exceeds 10 km in mapped strike length. Drilling programs at Heavy Hand (the "Heavy Hand Target") (2023) and Burr (the "Burr Target") (2024) successfully tested these targets, revealing multiple near-surface oxide gold intercepts across wide shear-zone corridors, illustrating the potential for significant gold mineralization at depth and along strike. These targets sit within an approximately 2 km x 10 km structural corridor identified by numerous historical mine workings and Relevant Gold's detailed geologic mapping work.
Lewiston Gold Property - Key Attributes:
- ~13 km structural corridor with multiple historical high-grade gold workings
- 2023 - 2024 drilling intersected gold mineralization at both Heavy Hand and Burr Targets
- Heavy Hand: 10 of 11 drill holes hit mineralized zones, up to 1.72 g/t Au over 0.7 m
- Burr: All six holes intersected shear-hosted gold, including 1.4 g/t Au over 2.4 m
- Rock chip and grab sample highlights: 62.4 g/t Au, 2203 g/t Ag, 12.7% Cu, 4.3% Pb
- Shear-zone hosted quartz veins with arsenopyrite, pyrite, and chlorite consistent with orogenic systems
Subsequent to the 2024 Burr Target drilling program, additional mapping and rock-chip sampling completed in 2025 significantly expanded the interpreted mineralized footprint at Lewiston Gold Property. In January 2026, the Company reported results from 446 rock-chip and grab samples collected across the southern Lewiston Gold Property. Of the 446 samples collected, 84 samples (19%) returned ≥0.1 g/t Au and 34 samples (~8%) returned ≥1.0 g/t Au, confirming widespread precious- and base-metal mineralization across multiple parallel shear corridors. Peak assay results included:
- 25.4 g/t Au
- 2,203 g/t Ag
- 12.7% Cu
- 4.3% Pb
Mapping and sampling extended the primary Burr Target mineralized trend by more than 2.5 km southwest of the 2024 drill area and identified additional high-grade zones along several structural trends, including Burr, Lame Jack, Sweetwater, Wilson Barr and Lone Pine. These results support the interpretation that the Lewiston Golden Property hosts a district-scale, shear-hosted mineralized system with multiple mineralized panels along strike.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Historically, the gold mineralization occurs within shear zones with multigenerational quartz veining, with high-grade free gold associated with oxidized quartz veins. The Lewiston Gold Property has at least two major fold orientations as well as two orientations of shearing. The primary shear corridor is oriented NE-SW with a strong lineation plunging to the NE along the shear fabric. This, along with an intersecting E-W shear zone, may create structural conduits for gold bearing fluids to travel along and mineralize the shear zone and surrounding wallrock near reactive horizons. Mineralization is seen as gold bearing quartz veins with arsenopyrite + pyrite + chlorite +/- scheelite within the shear zone. Outside the core of the shear zones, there is brittle stockwork silicification + chloritization. The technical work completed on the project between 2019 - 2021 included detailed geology and structural mapping, ground geophysics, soil geochemistry, and widespread rock chip sampling, and has confirmed historic reports of shear-zone hosted gold mineralization at numerous target areas throughout the property and surface rock chip assay values range from below detection limit to 62.4 g/t Au.
Drilling campaigns by Relevant Gold in 2023 and 2024 confirmed the presence of gold mineralization within these interpreted shear corridors. At the Heavy Hand Target, 10 of 11 drill holes intercepted mineralization, highlighting a 500 m-wide corridor with continuous alteration and gold values up to 1.72 g/t Au over 0.7 m. At the Burr Target, all six holes intersected mineralized structures beneath historic workings, with results including 1.4 g/t Au over 2.4 m. These results validated the shear-hosted orogenic gold model and demonstrated the potential for broader, stacked mineralized panels at depth and along strike.
Key news releases:
- Nov. 16, 2023: Relevant Gold Completes 1,560 Metres of Drilling at Lewiston and Provides Exploration Update
- Feb. 15, 2024: Relevant Gold Cuts Widespread Gold Mineralization at the Heavy Hand Target 10 of 11 Drill Holes Hit in First-Ever Drill Program
- Dec. 18, 2024: Relevant Gold Intersects Gold Mineralization in All Six Holes at Burr
- Nov. 19, 2025: Relevant Gold VTEM™ Survey Expands to South Pass
- Jan. 23, 2026: Relevant Gold Extends Burr Trend by 2.5 km and Samples 25.4 g/t Gold, 2,203 g/t Silver, and 12.7% Copper at Lewiston
Shield-Carissa | 3,847 acres
The Shield-Carissa project is a parallel orogenic shear zone district located approximately 18 kilometres west of the Lewiston Gold Property. Situated less than 1 kilometer from the historic Carissa Mine trend, which produced approximately 200,000 ounces of high-grade gold, the project is 100% owned by the Company and comprises 204 unpatented mining claims across 3,800+ acres managed by the Bureau of Land Management ("Shield-Carissa"). Two historic orogenic gold mines exist on the property: the B & H Mine and the Carrie Shields Mine, though the Company has no records of historic production.
Shield-Carissa - Key Attributes:
- Located near historic Carissa Mine (~200,000 oz Au); contains two historic mines: B&H and Carrie Shields
- Mapping and sampling identified a 2.7 km x 1 km mineralized corridor
- Rock samples returned up to 18.9 g/t Au and 486 g/t Ag
- Three principal target zones defined: Palmetto, Hornet, and Gold Nugget
- Newly mapped shear zones trend parallel to the prolific Carissa trend, hosted in mafic greenstones
Detailed mapping and sampling have delineated a 2.7 km x 1 km structural corridor hosting high-grade gold and silver mineralization (up to 18.9 g/t Au and 486 g/t Ag). Newly discovered shear zones exhibit compelling similarities to recognized Abitibi gold systems, trending parallel to the prolific Carissa trend. In 2023, the Company completed a focused mapping and rock sampling program, identifying five new mineralized shears within a northeast-trending corridor cutting newly recognized mafic greenstones. The work returned numerous gold and silver-bearing samples and outlined three principal target zones - Palmetto, Hornet, and Gold Nugget - all of which host historic mines and prospects. The Palmetto Zone is the most well-defined, where interlacing shears extend over 1 km between the historic Carrie Shields and B&H mines.
Key news releases:
- Dec. 14, 2023: Relevant Gold Samples 18.9 g/t Au and 486 g/t Ag along 2.7 km of Mineralized Shear Zones at Shield-Carissa, Wyoming
Windy Flats | 6,190 acres
The Company owns 100% interest in the Windy Flats project located southeast of the historic Carrissa mine in the South Pass Mining District ("Windy Flats"). This is a Greenfields project comprised of 313 contiguous unpatented BLM mining claims covering approximately 6,200 acres. Windy Flats contains a large, unexplored zone of shearing with the same stratigraphy found elsewhere in the South Pass region. Relevant Gold mapping identified a zone of prominent shearing and quartz veining several hundred metres wide. Additional discrete shear zones are minimally exposed at the northern and southern ends of the property. Prominent Lidar-interpreted isoclinal fold closures occur within the property and should be investigated in detail for gold mineralization.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Windy Flats - Key Attributes:
- Underexplored property with compelling structural complexity and mapped shear zones
- Located within the South Pass granite-greenstone terrane, proximal to known mineralized systems
- Favorable lithologic contacts between greenstone and greywacke enhance structural traps
- Upcoming VTEM™ survey will provide first detailed subsurface view to guide drill targeting
- Represents a strong greenfield opportunity within a proven orogenic gold district
Key news releases:
- Nov. 19, 2025: Relevant Gold VTEM™ Survey Expands to South Pass
2025 Exploration Technical Summary
During the first nine months of 2025, Relevant Gold focused its exploration activities on advancing the Bradley Peak project, particularly the Apex target, through permitting, financing, drill mobilization, and geophysical planning. The Company received state and federal approvals and commenced a fully funded 5,000 m inaugural diamond drill program at Apex, designed to test the down-plunge and vertical continuity of mapped surface mineralization, alteration, veining, and structure along a 2.5 km shear zone. In parallel, Relevant Gold secured the Wyoming Energy Matching Funds grant support and contracted a high-resolution airborne VTEM survey to enhance subsurface targeting at the Bradley Peak Property and across its broader Wyoming portfolio. No new assay results or discovery outcomes were reported in news releases issued during Q1–Q3 2025; accordingly, the period was characterized primarily by target advancement, technical de-risking, and execution of the 2025 field program.
During Q4 2025, Relevant Gold's exploration efforts focused on (i) completing and compiling results from the Company's inaugural diamond drill program at the Apex Target within the Bradley Peak Property, and (ii) advancing portfolio-wide, high-resolution airborne geophysics to support data-driven drill targeting across the Bradley Peak Property and the broader South Pass district for the 2026 season. In October 2025, the Company safely completed its first-ever drill campaign at the Apex Target, totaling 5,102 m in 12 oriented diamond drill holes, testing approximately 600 m of strike and 400 m of vertical depth within the >2.5 km surface trace of the shear corridor.
Initial geological observations from drilling confirmed that the targeted orogenic shear-vein system was intersected where predicted by the Company's 3D structural and geophysical models, and indicated the Apex Target shear is a composite deformation corridor with multiple sub-parallel shears, local lamprophyre and intermediate dikes, pervasive hydrothermal alteration, quartz veining, and sulphides extending to at least ~400 m vertical depth within the drilled area.
Subsequent to the year-end, on January 21, 2026, the Company reported assay results from the 2025 Apex Target drill program. Results confirmed consistent anomalous gold mineralization (>50 ppb Au) in all 12 drill holes within a continuous ~70-100 m wide gold-bearing shear corridor, with a correlated multi-element pathfinder signature. The Company reported that drilling confirmed the BPEX Terget approximately 200 m northwest of the main Apex Target shear, adding scale and structural complexity to the system. While the Company noted that no individual intercept from this first-pass program yet defines an ore shoot, reported notable gold intervals (core length) included 0.42 g/t Au over 1.35 m (25AP-009), 0.40 g/t Au over 0.91 m (25AP-006), 0.23 g/t Au over 0.56 m (25AP-010), and 0.20 g/t Au over 1.60 m (25AP-008); the Company reported an interval of 0.22 g/t Au and 0.19% Cu over 0.43 m (25AP-003) adjacent to a >3 m quartz vein, interpreted to link subsurface mineralization with surface high-grade exposures along the same structural trend. The Company indicated these results provide a structural and geochemical framework intended to support vectoring toward higher-grade zones in follow-up drilling.
In parallel, the Company continued preparations for a high-resolution airborne VTEM™ electromagnetic and magnetics program, leveraging the previously announced Wyoming EMF matching grant. Survey mobilization and data acquisition began in Q4 2025, with final data products and initial interpretations anticipated in Q2 2026.
Late in Q4 2025, the Company expanded its VTEM™ and magnetics initiative to include the >35,000-acre South Pass Gold Camp. In addition, the Company completed field programs in South Pass that included systematic mapping and surface geochemistry including rock-chip and grab sampling at the Lewiston Golden Property.
Subsequent to year-end, on January 23, 2026, the Company reported results from 446 rock-chip and grab samples collected across the southern Lewiston Golden Property. Reported results included peak assays of 25.4 g/t Au, 2,203 g/t Ag, 12.7% Cu, and 4.3% Pb, and the Company reported that 84 of 446 samples (19%) returned ≥0.1 g/t Au and 34 samples (~8%) returned ≥1.0 g/t Au, confirming widespread precious- and base-metal mineralization across several parallel shear corridors. The Company reported that mapping and sampling extended the primary Burr Target mineralized trend by >2.5 km southwest of the 2024 Burr Target drill area and identified additional high-grade zones along multiple trends (including Burr, Lame Jack, Sweetwater, Wilson Barr and Lone Pine). The Company noted that additional overlimit analyses were pending for a small number of samples at the time of reporting.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
TECHNICAL DISCLOSURE
All technical disclosures covering the Company's mineral properties were prepared under the supervision of Mr. Brian Lentz, Chief Exploration Officer, for the Company. Mr. Lentz is a Certified Professional Geologist (#11999) with the American Institute of Professional Geologists and a Qualified Person under the definition of NI 43-101. Mr. Lentz is not independent by virtue of his position as a director, management team member, and a major shareholder.
SUMMARY OF QUARTERLY RESULTS
The following table summarizes selected quarterly financial information for the last eight quarters:
| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Net loss and comprehensive loss | (2,067,020) | (4,487,330) | (1,498,945) | (374,534) |
| Net loss per share - basic and diluted | (0.02) | (0.04) | (0.01) | (0.00) |
| Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
| $ | $ | $ | $ | |
| Net loss and comprehensive loss | (584,817) | (1,574,715) | (647,328) | (827,736) |
| Net loss per share - basic and diluted | (0.01) | (0.02) | (0.01) | (0.01) |
During the last eight quarters, the Company's net loss and comprehensive loss ranged from $374,534 to $4,487,330. Quarterly losses are correlated to the level of exploration activity in any given quarter. In the current year, the Company conducted a targeted exploration program at the Bradley Peak Property from Q2 2025 through Q4 2025, resulting in a higher net loss and comprehensive loss for those quarters. The increase in net loss and comprehensive loss in Q3 2024 was primarily due to exploration and evaluation expenditures incurred on a drill program conducted at Lewiston Gold Property, in addition to analysis on the Bradley Peak Property and claims fees. Net loss and comprehensive loss decreased during Q1 2024, Q2 2024, Q4 2024, and Q1 2025 as the Company was focused on analyzing drilling results, working capital management, and financing activities to secure funding for the next exploration program.
SELECTED ANNUAL INFORMATION
A summary of selected information of the Company's financial position is as follows:
| Year ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| $ | $ | $ | |
| Net loss and comprehensive loss | (8,427,829) | (3,634,596) | (3,404,580) |
| Net loss per share - basic and diluted | (0.08) | (0.05) | (0.06) |
| Total assets | 4,500,965 | 499,266 | 1,246,558 |
| Total liabilities | 489,674 | 266,088 | 558,164 |
| Working capital | 3,539,294 | 20,365 | 689,196 |
Net loss and comprehensive loss increased to $8,427,829 compared to $3,634,596 in the prior year primarily due to the exploration and evaluation activities conducted during the Company's largest exploration program at the Bradley Peak Property to date. The Company's total assets increased to $4,500,965 compared to $499,266 in the prior year primarily due to closing of a private placement and warrant exercises in the current year.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
RESULTS OF OPERATIONS
The following discussion explains the variations in the key components of the Company's operating results. As with most junior mineral exploration companies, the results of operations are not the main factor in establishing the financial health of the Company. Of greater significance are the mineral properties in which the Company has, or may earn, an interest, its working capital, and how many shares it has outstanding. For details on the results of work on and other activities in connection with the Company's exploration of mineral properties, see "Exploration and evaluation" below.
| Q4 2025 | Q4 2024 | Fiscal 2025 | Fiscal 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Operating expenses | ||||
| Consulting | 35,500 | 15,000 | 100,674 | 60,062 |
| Exploration and evaluation | 1,623,570 | 357,331 | 6,101,560 | 2,413,768 |
| Filing fees | 9,211 | 11,054 | 52,494 | 50,577 |
| General and administrative | 139,294 | 42,477 | 383,791 | 202,174 |
| Investor relations | 62,023 | (3,374) | 253,550 | 232,976 |
| Management fees | 150,629 | 119,286 | 540,423 | 468,461 |
| Professional fees | 24,923 | 37,816 | 128,106 | 144,870 |
| Share-based compensation | 3,469 | 2,079 | 868,276 | 34,422 |
| 2,048,619 | 581,669 | 8,428,874 | 3,607,310 | |
| Other income (expenses) | ||||
| Foreign exchange loss | (35,318) | (3,769) | (91,457) | (21,802) |
| Other expense | - | - | - | (12,106) |
| Interest income | 16,917 | 621 | 92,502 | 6,622 |
| Net loss and comprehensive loss | (2,067,020) | (584,817) | (8,427,829) | (3,634,596) |
Q4 2025 compared to Q4 2024
Net loss and comprehensive loss increased to $2,067,020 compared to $584,817 in the prior year comparable period. The primary drivers of this increase in the net loss and comprehensive loss were as follows:
- Consulting fees increased to $35,500 compared to $15,000 in the prior year comparable period primarily due to additional consulting services related to the increase in operations in the current year.
- Exploration and evaluation increased to $1,623,570 compared to $357,331 in the prior year comparable period due to a targeted and advanced drilling program at the Bradley Peak Property in the current period.
- General and administrative increased to $139,294 compared to $42,477 in the prior year comparable period primarily due to increased office and travel costs, driven by additional personnel support and contractor services for the expanded exploration activities at the Bradley Peak Property during the current period.
- Investor relations increased to $62,023 compared to a recovery of $3,374 in the prior year comparable period due to higher marketing and promotional costs in the current period and a recovery of a previously recorded conference cost in the prior year comparable period.
- Management fees increased to $150,629 compared to $119,286 in the prior year comparable period due to higher monthly fees for existing executive roles and additional costs from expanded administrative support functions in the current period.
Fiscal 2025 compared to Fiscal 2024
Net loss and comprehensive loss increased to $8,427,829 compared to $3,634,596 in the prior year. The primary drivers of this decrease in the net loss and comprehensive loss were as follows:
- Exploration and evaluation increased to $6,101,560 compared to $2,413,768 in the prior year due to a more targeted and advanced drilling program at Bradley Peak during the current year compared to the smaller scale drill program at Lewiston in the prior year.
- General and administrative increased to $383,791 compared to $202,174 in the prior year primarily due to increased office and travel costs, driven by additional personnel support and contractor services for the expanded exploration activities at the Bradley Peak Property in the current year.
- Management fees increased to $540,423 compared to $468,461 in the prior year due to higher monthly fees for existing executive roles and additional costs from expanded administrative support functions in the current year.
- Share-based compensation increased to $868,276 compared to $34,422 in the prior year primarily due to vesting of 3,375,000 stock options granted during the current year.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
A summary of the Company's exploration and evaluation expenses is as follows:
EXPLORATION AND EVALUATION
| Q4 2025 | Q4 2024 | Fiscal 2025 | Fiscal 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Bradley Peak Property | ||||
| Analysis | 100,786 | - | 232,408 | 50,699 |
| Claim fees | 1,653 | 58,617 | 131,116 | 157,111 |
| Decommissioning expense, net of accretion | 16,545 | - | 16,545 | - |
| Drilling and trenching | 2,216,018 | - | 2,216,018 | - |
| Equipment rental | 135,946 | - | 637,371 | 5,226 |
| Field work | (1,043,024) | 76,153 | 1,991,465 | 262,279 |
| Lease payments | - | - | 19,560 | 5,733 |
| Materials and supplies | 15,021 | - | 109,210 | 2,348 |
| 1,442,945 | 134,770 | 5,353,693 | 483,396 | |
| Lewiston Gold Property | ||||
| Analysis | - | - | - | 2,857 |
| Claim fees | - | - | 189,512 | 190,042 |
| Decommissioning expense (recovery), net of accretion | 12,116 | (50,420) | 12,116 | (50,442) |
| Drilling and trenching | - | 38,230 | - | 667,512 |
| Equipment rental | 198 | 13,884 | 198 | 18,911 |
| Field work | 21,110 | 109,329 | 55,970 | 261,334 |
| Lease payments | 99,036 | 95,081 | 99,036 | 95,081 |
| Materials and supplies | - | 6,022 | - | 8,846 |
| 132,460 | 212,126 | 356,832 | 1,194,141 | |
| Golden Buffalo Gold Property | ||||
| Acquisition cost | - | - | - | 270,000 |
| Claim fees | - | - | 127,260 | 128,119 |
| Decommissioning expense (recovery), net of accretion | 32,031 | (57,096) | 32,031 | (56,395) |
| Equipment rental | 198 | - | 198 | - |
| Field work | 6,394 | 35,131 | 32,290 | 60,108 |
| Lease payments | 321 | - | 321 | 41,044 |
| Materials and supplies | - | - | - | 1,039 |
| 38,944 | (21,965) | 192,100 | 443,915 | |
| Shield-Carissa | ||||
| Claim fees | - | - | 53,163 | 52,654 |
| Field work | - | - | - | 13,778 |
| - | - | 53,163 | 66,432 | |
| Windy Flats | ||||
| Analysis | - | - | 1,730 | - |
| Claim fees | - | - | 85,391 | 84,572 |
| Field work | (277) | - | 10,465 | 15,222 |
| Lease payments | 277 | - | 277 | - |
| Materials and supplies | - | - | 202 | 1,262 |
| - | - | 98,065 | 101,056 | |
| General exploration | ||||
| Depreciation | 8,932 | - | 17,899 | - |
| Equipment rental | 198 | 3,496 | 198 | 3,496 |
| Field work | (230) | 26,774 | 28,578 | 97,995 |
| Lease payments | 321 | 1,448 | 321 | 12,718 |
| Materials and supplies | - | 682 | 711 | 10,619 |
| 9,221 | 32,400 | 47,707 | 124,828 | |
| Total exploration and evaluation | 1,623,570 | 357,331 | 6,101,560 | 2,413,768 |
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
During the year ended December 31, 2025, the Company reclassified field work to drilling and trenching expenses to better reflect their nature.
Golden Buffalo Gold Property
The Golden Buffalo Gold Property comprises a block of unpatented claims and private lands surrounding smaller areas of private lands, state lands, and other unpatented claims. The total land area controlled by the Company in the Golden Buffalo Gold Property is about 3,845 hectares (9,500 acres). The Company controls a total of 459 unpatented BLM lode mining claims. The Company has a lease with option to purchase agreement with claims and private patented lands controlled by Hay Hook Ranch LLC which includes 320 acres of private patented land.
On January 9, 2024, the Company entered into a purchase agreement and acquired 100% undivided interest in the Golden Buffalo Gold Property, located in South Pass Gold Field, Wyoming, USA, from Golden Buffalo Mining Inc. Pursuant to the purchase agreement, the Company issued 1,500,000 common shares with a fair value of $270,000.
The Company has the exclusive and unrestricted right to access, explore, and develop the properties. The claims are subject to a 3% net smelter royalty. The Company can reduce the net smelter royalty to 1% by paying US$5,000,000 at any time during the term of the purchase agreement.
In connection with the purchase agreement, the Company is required to make the following milestone payments and common share issuances:
- US$1,000,000 cash payment and 500,000 common shares of the Company upon the completion of a NI 43-101 compliant mineral resource estimate exceeding one million ounces of gold on the Golden Buffalo Gold Property;
- US$1,000,000 cash payment upon filing of a NI 43-101 compliant feasibility study for the Golden Buffalo Gold Property; and
- US$9,000,000 cash payment upon the commencement of commercial production of the Golden Buffalo Gold Property or any portion thereof.
Hay Hook Property
On May 23, 2022, the Company entered into a lease agreement with Hay Hook Ranch, LLC, with option to purchase 640 acres of surface lands, known as split-estate under the Stock Raising Homestead Act, as well as approximately 320 acres of patented fee lands, including both the surface and mineral rights located in Fremont County, Wyoming (the "Hay Hook Property"). The Hay Hook Property is contiguous to the Golden Buffalo Gold Property.
The lands are subject to a 2% net smelter returns royalty. The Company can reduce the net smelter returns royalty to 1% by paying US$4,000,000 at any time during the term of the agreement.
The Company has the option to purchase the Hay Hook Property for a purchase price of US$3,500,000. Until such time as the option is exercised, the Company is required to make a series of lease payments in the amounts and by the dates as follows:
- US$30,000 payable on May 23, 2022, the effective date of the agreement (fully paid $38,303);
- US$30,000 payable on May 23, 2023 (fully paid $40,285);
- US$30,000 payable on May 23, 2024 (fully paid $41,044);
- US$60,000 payable on May 23, 2025;
- US$66,000 payable on May 23, 2026;
- US$72,600 payable on May 23, 2027;
- US$79,860 payable on May 23, 2028; and
- US$87,846 payable on May 23, 2029.
The lease payments will be credited towards future royalty payments if the option is exercised. As of December 31, 2025, the lease payment due on May 23, 2025 of US$60,000 has not been paid and the Company is in negotiations with Hay Hook Ranch LLC to amend the terms of the agreement.
Lewiston Gold Property
On October 13, 2020, the Company purchased a 100% interest in the Fremont and Carbon County, Wyoming project from Relevant Resources LLC for purchase consideration of 12,000,000 common shares of the Company with a fair value of $161,000. Relevant Resources LLC is controlled by the Chief Executive Officer and Chief Exploration Officer of the Company.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Gyorvary claims
On December 18, 2020 (the "Agreement Date"), the Company entered into a lease agreement with Gyorvary Mining Company, Inc., with the option to purchase a series of claims located in the state of Wyoming (the "Gyorvary claims"). The Company can acquire a 100% undivided interest in the Gyovary claims by exercising the option to purchase at any time prior to the 50th anniversary of the Agreement Date for total purchase consideration of US$4,000,000. The Gyorvary claims are contiguous to the Lewiston Gold Property.
The Gyovary claims are subject to a 3% net smelter royalty regardless of whether the option to purchase is exercised.
Until such time as the option to purchase is exercised, the Company is required to make a series of annual lease payments totaling US$68,000 on or before each anniversary of the Agreement Date, with the exception of the first series of lease payments, half of which were due upon entering the agreement and half of which were payable on the six-month anniversary of the Agreement Date. Half of all lease payments made prior to the exercise of the option to purchase will be credited against future royalties. The Company will be granted the exclusive and unrestricted right to access, explore, and develop the properties for the duration of the lease agreement.
The Company has paid the following lease payments:
- US$34,000 payable on December 18, 2020, the effective date of the agreement (fully paid $42,952);
- US$34,000 payable on June 18, 2021, the six-month anniversary of the agreement (fully paid $42,850);
- US$68,000 payable on December 18, 2021 (fully paid $85,700);
- US$68,000 payable on December 18, 2022 (fully paid $92,329);
- US$68,000 payable on December 18, 2023 (fully paid $92,641);
- US$68,000 payable on December 18, 2024 (fully paid $95,081);
- US$68,000 payable on December 18, 2025 (fully paid $94,841);
- US$68,000 payable on December 18, 2026 and annually thereafter until the option is exercised;
Bradley Peak Property
The Company acquired a series of mining claims comprising the Bradley Peak Property, located in the Seminoe Mountains, Wyoming ("Bradley Peak Property"). These acquisitions provide the Company with a 100% interest in the area covered by the claims.
On July 28, 2025, the Company was approved for a matching grant of up to US$226,533 from the Wyoming Energy Matching Funds program, administered by the Wyoming Energy Authority ("WEA") under the Office of the Governor. The grant is intended to reimburse up to 43% of the estimated costs associated with conducting an airborne geophysical survey project at Bradley Peak Property (the "Project"). The agreement will terminate at the earlier of June 30, 2026 or when maximum funding has been fully disbursed. Funds are to be paid by the WEA within 45 days of receipt of invoices from the Company. The Company will submit the invoices as the phases of the Project are completed, noting that 10% of each invoice will be held back until receipt of the submission of the final executive summary report and final technical report is submitted and approved, at which time all holdbacks will be released. As of December 31, 2025, no phases of the Project have been completed, and no reimbursements have been received as a result.
Shield-Carissa
The Company acquired mining claims for the Shield-Carissa project, located in Fremont County, Wyoming ("Shield-Carissa") in 2020 and 2021. During the year ended December 31, 2025, the Company incurred claim fees as part of its ongoing exploration and evaluation activities.
Windy Flats
The Company acquired mining claims for the Windy Flats project, located in Fremont County, Wyoming ("Windy Flats") in 2021. During the year ended December 31, 2025, the Company incurred claim fees and minor costs as part of its ongoing exploration and evaluation activities.
General exploration
The Company continues to review Wyoming gold properties for acquisition and further exploration. These costs are presented in general exploration.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
As at December 31, 2025, the Company had sufficient cash to meet its current liabilities, however, the Company's ability to continue its operations is dependent on its success in raising equity through share issuances and suitable debt financing and/or other financing arrangements. While the Company's management has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future. These factors create material uncertainties, which in turn cast significant doubt as to the Company's ability to continue as a going concern.
4TH QUARTER ANALYSIS
The Company conducted its exploration activities and incurred general operating expenses in the normal course of business. There were no significant or unusual transactions during the quarter.
SOURCES AND USES OF CASH
| Fiscal 2025 | Fiscal 2024 | |
|---|---|---|
| $ | $ | |
| Cash used in operating activities | (7,443,984) | (3,696,697) |
| Cash used in investing activities | (285,424) | (71,295) |
| Cash provided by financing activities | 11,299,020 | 2,913,604 |
| Change in cash during the year | 3,569,612 | (854,388) |
| Cash, beginning of the year | 197,193 | 1,051,581 |
| Cash, end of the year | 3,766,805 | 197,193 |
Cash used in operating activities increased to $7,443,984 compared to $3,696,697 in the prior year primarily due to launch of the Company's most advanced drilling program to date at Bradley Peak Property in the current year.
Cash used in investing activities increased to $285,424 compared to $71,295 in the prior year primarily due to payment for a reclamation bond to acquire a drill permit for the Bradley Peak Property and acquisitions of equipment in the current year.
Cash provided by financing activities increased to $11,299,020 compared to $2,913,604 in the prior year due to cash provided from a non-brokered private placement for proceeds net of share issuance costs of $8,444,480 and warrant exercises for gross proceeds of $2,893,186. In March 2025, the Company began to use these funds for the exploration at the Bradley Peak Property and for working capital. In the prior year, the Company closed non-brokered private placements for gross proceeds of $2,975,325.
RELATED PARTY TRANSACTIONS
Key management personnel include those who have the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
During the year ended December 31, 2025, the Company incurred $551,277 (2024 - $203,961) of exploration expenses, $117,179 (2024 - $105,444) of general and administrative expenses and $nil (2024 - $2,978) of professional fees with Big Rock Exploration, LLC ("Big Rock"), a company controlled by Rob Bergmann and Brian Lentz, who are the Chief Executive Officer ("CEO") and Chief Exploration Officer ("CXO"), respectively. As at December 31, 2025, $146,408 (December 31, 2024 - $15,131) was due to Big Rock and included in accounts payable and accrued liabilities.
During the year ended December 31, 2025, the Company incurred $85,874 (2024 - $81,208) of exploration expenses, $100,981 (2024 - $22,428) of general and administrative expenses, $nil (2024 - $19,294) of investor relations and $540,423 (2024 - $468,461) of management fees with BRI, LLC, a company controlled by the CEO and CXO of the Company. As at December 31, 2025, $6,843 (December 31, 2024 - $nil) was due to BRI, LLC and included in accounts payable and accrued liabilities.
During the year ended December 31, 2025, the Company incurred consulting fees of $100,674 (2024 - $60,000) with Mahesh Liyanage Ltd., a company controlled by Mahesh Liyanage, the Company's Chief Financial Officer.
13
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
During the year ended December 31,2025, the Company incurred $3,004 (2024 - $1,883) of exploration expenses, $184 (2024 - $219) of general and administrative expenses and $nil (2024 - $18,812) of professional fees with IMDEX Inc., ("IMDEX"), a company controlled by Peter Megaw, who is a director. As at December 31, 2025, $18,818 (December 31, 2024 - $19,785) was due to IMDEX and included in accounts payable and accrued liabilities.
During the year ended December 31, 2025, the Company incurred $685,228 (2024 - $nil) of share-based compensation related to the vesting of stock options granted to the Company's key management personnel.
A summary of the Company's related party transactions is as follows:
| Fiscal 2025 | Fiscal 2024 | |
|---|---|---|
| $ | $ | |
| Consulting | 100,674 | 60,000 |
| Exploration and evaluation | 640,155 | 287,052 |
| General and administrative | 218,344 | 128,091 |
| Investor relations | - | 19,294 |
| Management fees | 540,423 | 468,461 |
| Professional fees | - | 21,790 |
| Share-based compensation | 685,228 | - |
| 2,184,824 | 984,688 |
As at December 31, 2025, a total of $172,069 (December 31, 2024 - $34,916) was due to related parties and included in accounts payable and accrued liabilities. The amounts are unsecured, non-interest-bearing and have no fixed terms of repayment.
OUTSTANDING SHARE DATA
A summary of the number of the Company's issued and outstanding equity instruments is as follows:
| December 31, 2025 | MD&A Date | |
|---|---|---|
| # | # | |
| Common shares issued and outstanding | 118,928,961 | 129,550,971 |
| Warrants | 7,949,953 | 7,829,293 |
| Options | 7,375,000 | 8,375,000 |
Subsequent to the year ended December 31, 2025, the Company issued 320,100 common shares pursuant to the exercise of 320,100 warrants at an exercise price of $0.35 for gross proceeds of $112,035.
Subsequent to the year ended December 31, 2025, the Company issued 3,360 common shares pursuant to the exercise of 3,360 finders' warrants at an exercise price of $0.35 for gross proceeds of $1,176.
On February 5, 2026, the Company granted 1,000,000 options to a director and a consultant of the Company. Each option has an exercise price of $0.50 per share and expires on February 4, 2031.
On April 7, 2026, the Company closed the first tranche of a non-brokered private placement (the "2026 Private Placement") and issued 10,298,550 common shares at a price of $0.50 per share for gross proceeds of $5,149,275. Pursuant to the 2026 Private Placement, the Company incurred cash share issuance costs of $101,200 and issued 202,800 finder's warrants. Each finders' warrant is exercisable at a price of $0.50 and expires April 7, 2027.
Securities subject to escrow
Upon obtaining a public listing on the CSE, 15,104,643 common shares, 2,550,000 stock options and 12,000,000 warrants (the "Escrowed Securities") were subject to an Escrow Agreement. The Escrowed Securities are subject to a timed release in equal tranches over a period of 36 months with 10% released upon listing on the CSE on August 11, 2022. As at December 31, 2025, all Escrowed Securities have been fully released.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements as at December 31, 2025 or at the MD&A Date.
14
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
CONTINGENT LIABILITIES
The Company has no contingent liabilities as at December 31, 2025 or at the MD&A Date.
INVESTOR RELATIONS
The Company has engaged Independent Trading Group, Inc. ("ITG") to provide marketing-making services to the Company in accordance with the policies of the TSX Venture Exchange for a fee of $4,000 per month, payable monthly in advance. The service agreement will renew automatically unless terminated by one of the parties pursuant to the terms of the agreement. ITG and the Company are unrelated and unaffiliated entities and neither ITG nor its principals have any interest in the securities of the Company.
PROPOSED TRANSACTIONS
Other than the ongoing private placement, there are no undisclosed proposed transactions as at December 31, 2025 or at the MD&A Date.
SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Financial statements under IFRS® Accounting Standards requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.
The accounting estimates, judgements and assumptions used in the preparation of the Financial Statements are consistent with those applied and disclosed in the notes to the Financial Statements.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair value information
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as 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 (unobservable inputs).
The Company has no financial instruments measured at fair value. The Company's cash, reclamation bonds, accounts payable and accrued liabilities are classified as and measured at amortized cost. The fair value of cash, reclamation bonds, accounts payable and accrued liabilities approximate their carrying values due to the relatively short term to maturity of these instruments.
Credit risk
Credit risk is the risk of loss to the Company associated with the counterparty's inability to fulfill its payment obligations. The Company's credit risk relates primarily to cash and reclamation bonds. The Company minimizes its credit risk related to cash by placing cash with major financial institutions, and reclamation bonds are held by the Wyoming Department of Environmental Quality. As such, the Company believes it has no significant credit risk.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company is exposed to liquidity risk through accounts payable and accrued liabilities. The Company's objective in managing liquidity risk is to maintain sufficient readily available cash in order to meet its liquidity requirements at any point in time and seek additional equity financing as needed. As at December 31, 2025, the Company had sufficient cash to meet its current liabilities and assessed its liquidity risk as low. However, the future liquidity will depend on the Company's ability to raise capital in equity market.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company does not hold any financial instruments with variable interest rates, other than cash and, therefore, is not exposed to significant interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies (US$).
A summary of the Company's financial assets and liabilities that are denominated in US$ and expressed in Canadian dollars is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Cash | 297,995 | 80,554 |
| Reclamation bonds | 334,486 | 212,813 |
| Accounts payable and accrued liabilities | (312,394) | (151,812) |
As at December 31, 2025, a 5% change in the foreign exchange rates would result in a net impact of $16,004 (December 31, 2024 - $7,078) to the financial instruments denominated in US$.
RISKS AND UNCERTAINTIES
The Company is subject to many risks that may affect future operations over which the Company has little control. These risks include, but are not limited to, intense competition in the resource industry, market conditions and the Company's ability to access new sources of capital, mineral property title, results from property exploration and development activities, and currency fluctuations. The Company has incurred losses since inception and there is no expectation that this situation will change in the foreseeable future.
Competition
Other exploration companies, including those with greater financial resources than the Company, could adopt or may have adopted the same business strategies and thereby compete directly with the Company, or may seek to acquire and develop mineral claims in areas targeted by the Company. While the risk of direct competition may be mitigated by the Company's experience and technical capabilities, there can be no assurance that competition will not increase or that the Company will be able to compete successfully.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Access to capital
The exploration and subsequent development of mineral properties is capital intensive. Should it not be possible to raise additional equity funds when required, the Company may not be able to continue to fund its operations which would have a material adverse effect on the Company's potential profitability and ability to continue as a going concern. At present, the Company has cash resources to fund planned exploration for the next twelve months. Timing of additional equity funding will depend on market conditions as well as exploration requirements.
Market
The Company's securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.
Foreign operations and political risk
The Company's mineral properties are located in United States. In foreign jurisdictions, mineral exploration and mining activities may be affected in varying degrees by political or economic instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may materially adversely affect its business, or if significant enough, may make it impossible to continue to operate in certain countries. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and exploration health and safety. These risks are not unique to foreign jurisdictions and apply equally to Canada.
Mineral property tenure and permits
The Company has completed a review of its mineral property titles and believes that all requirements have been met to ensure continued access and tenure for these titles. However, ongoing requirements are complex and constantly changing so there is no assurance that these titles will remain valid. The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.
Although the Company acquired the rights to some or all of the resources in the ground subject to the tenures that it acquired, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. It is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry-on exploration activities, the Company will be able to negotiate a satisfactory agreement with existing landowners for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions.
Speculative nature of mineral exploration and development
The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no assurance that commercial quantities of ore will be discovered on any of the Company's properties.
Even if commercial quantities of ore are discovered, there is no assurance that the mineral property will be brought into production. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as its size, grade, metallurgy, and proximity to infrastructure; commodity prices, which have fluctuated widely in recent years; and government regulations, including those relating to taxes, royalties, land tenure, land use, aboriginal rights, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, and the Company's business may be adversely affected by its inability to advance projects to commercial production.
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RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
Increased costs
Management anticipates that costs at the Company's projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on the Company's operating funds and ability to continue its planned exploration programs.
Commodity prices
The prices of gold, silver, copper, lead, zinc, molybdenum, and other minerals have fluctuated widely in recent years and are affected by a number of factors beyond the Company's control, including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, consumption patterns, and speculative activities and increased production due to improved exploration and production methods. Fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies and the willingness of companies to participate in joint ventures with the Company and the level of their financial commitment. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.
Conflicts of interest
Certain directors and officers of the Company serve as directors, officers and advisors of other companies involved in natural resource exploration and development. To the extent that such companies may participate in ventures with the Company, such directors and officers may have conflicts of interest in negotiating and concluding the terms of such ventures. Such other companies may compete with the Company for the acquisition of mineral property rights. In the event that any such conflict of interest arises, the Company's policy is that such director or officer will disclose the conflict to the board of directors and, if the conflict involves a director, such director will abstain from voting on the matter. In accordance with the Business Corporations Act (BC), the directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company.
Dependence upon others and key personnel
The success of the Company's operations will depend upon numerous factors including its ability to attract and retain additional key personnel in exploration, marketing, joint venture operations and finance. This will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel, and consultants can be particularly intense.
Geopolitical risk
The marketability and price of metal commodities is and will continue to be affected by political events throughout the world that cause supply and demand disruptions. Conflicts, or conversely peaceful developments, arising outside of Canada, including changes in political regimes or parties in power, may have a significant impact on commodity prices and the cost of doing business. The level of geo-political risk escalates at certain points in time. While the specific impact on the global economy would depend on the nature of the event in general, any major event could result in instability and volatility. Current areas of concern include the global uncertainty and market repercussions due to Russia's military invasion of Ukraine, the Middle East conflicts (including the attacks by the U.S. and Israel on Iran and Iranian retaliation), U.S. intervention in Venezuela and rising civil unrest and activism globally. The long-term impacts of the tension between these nations remains uncertain.
Government regulation
The Company operates in an industry which is governed by numerous regulations, including but not limited to, environmental regulations as well as occupational health and safety regulations. Most of the Company's mineral properties are subject to government reporting regulations. The Company believes that it is in full compliance with all regulations and requirements related to mineral property interest claims.
RELEVANT GOLD CORP.
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
However, it is possible that regulations or tenure requirements could be changed by the respective governments resulting in additional costs or barriers to development of the properties. This would adversely affect the value of properties and the Company's ability to hold onto them without incurring significant additional costs. It is possible that the Company could be in violation of, or non-compliant with, regulations it is not aware of.
Environmental restrictions
The activities of the Company are subject to environmental regulations promulgated by government agencies in different countries from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered/threatened species (such as the Mexican Spotted Owl) and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments. In addition, such laws and regulations can constrain or prohibit the exploration and development of new projects or the development or expansion of existing projects. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
Uninsured or uninsurable risks
The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company's evaluation of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and operating activities.
Regulatory requirements
The activities of the Company are subject to extensive regulations governing various matters, including environmental protection, management and use of toxic substances and explosives, management of natural resources, exploration, development of mines, production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous peoples, labour standards on occupational health and safety, including mine safety, and historic and cultural preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of the Company's operations and delays in the exploration and development of the Company's properties.
OTHER INFORMATION
Additional information about the Company is available on the Company's website at https://relevantgoldcorp.com/ and on SEDAR+ at https://www.sedarplus.ca.