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Rockhaven Resources Ltd. — Management Reports 2026
Apr 7, 2026
45750_rns_2026-04-07_be79aece-8003-44fd-8815-fdb1ddefca18.pdf
Management Reports
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Rockhaven RESOURCES LTD.
Management's Discussion and Analysis
for the Year ended December 31, 2025
(including Subsequent Events to April 7, 2026, the "MD&A Date")
The following discussion and analysis of the results of operations and financial condition of Rockhaven Resources Ltd. (the "Company" or "Rockhaven") for the year ended December 31, 2025, should be read in conjunction with the Rockhaven audited annual financial statements ("financial statements") for the year then ended, and the related notes thereto. The Rockhaven financial statements are prepared in accordance with IFRS Accounting Standards ("IFRS").
Management is responsible for the preparation and integrity of the financial statements including the maintenance of appropriate information systems, procedures, and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and this Management's Discussion and Analysis document ("MD&A") is complete and accurate.
The Rockhaven financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Rockhaven profile at www.sedarplus.ca.
All figures are in Canadian dollars unless otherwise stated.
FORWARD-LOOKING STATEMENTS
Certain of the information and statements in this MD&A that are not statements of historical fact are considered "forward-looking information" or "forward-looking statements" as those terms are defined under Canadian securities laws (collectively referred to as "forward-looking statements"). Any statements that express or involve discussions with respect to strategy, intentions, predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance, or are usually identified by Rockhaven's use of certain terminology, including "will", "may", "should", "successful", "anticipated", "completed", "completion", "demonstrate", "evaluation", "estimates", "potential", "significantly", "positive", "simpler", "cost-effective", "could", "marketable", "saleable", "maximizing", "future", "investigated", "once completed", "determine", "better define", "establish" or "mitigating" may be considered forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Rockhaven's actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.
Forward-looking statements include but are not limited to, estimates and their underlying assumptions; statements regarding plans; objectives and expectations with respect to the effectiveness of Rockhaven's future operations; the impact of regulatory initiatives on Rockhaven's operations; general industry and macroeconomic factors and conditions; imposition of tariffs, trade sanctions, quotas or other protectionist measures or the breakdown of trade relations; results and data from exploration programs and their impact on the current mineral resource estimates and existing and future economic studies; and the results of planned metallurgical and geotechnical programs including the potential benefits of preconcentration on higher and lower grade material; the advancement of exploration targets through future exploration; the outcome of the planned mineral resource estimate update and the planned economic
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study, including the impacts of pre-concentration and whether or not such is incorporated into the estimate and the study; the future marketability of concentrates; the ability of Rockhaven to obtain additional financing; the potential for future bulk samples or for new discoveries including porphyry deposits, and the results of planned metallurgical programs, as well as the ability of Rockhaven to obtain additional financing and the permits and approvals required for bulk sampling and potential future development, the need to comply with environmental and governmental regulations; fluctuations in the prices of commodities; the results of engagement with First Nations, operating hazards and risks, competition, and other risks and uncertainties; community relationships; financing requirements or prospects; compliance with environmental laws; statements regarding future performance; acquiring permits and other risks and uncertainties. Additionally, Rockhaven cautions that a potential bulk sample may be completed without the use of a third party feasibility study, and as a result may have a higher risk of economic and technical failure. If and when the bulk sample commences at Klaza, there is no guarantee that the operation will continue as anticipated or at all or that anticipated costs or profits will be achieved.
Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of Rockhaven. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated, or projected. Forward-looking statements in this MD&A are not a prediction of future events or circumstances and those future events or circumstances may not occur. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.
DESCRIPTION OF BUSINESS
Rockhaven's principal business activity is the exploration and evaluation of its mineral exploration property, the Klaza project (gold, silver, lead and zinc), located in west-central Yukon Territory, Canada. Rockhaven does not own interests in any producing mines. At present, management is concentrating its efforts on the 100%-owned Klaza project.
OVERALL PERFORMANCE
During the year ended December 31, 2025, the Company capitalized exploration and related expenditures on the Klaza project of approximately $274,000. Cash flows were most impacted by the collection of subscriptions totaling $469,000 related to the December 2024 financing, payments of costs on the Klaza project totaling approximately $269,000, and cash used in operating activities totaling approximately $353,000. The net use of cash during the year ended December 31, 2025, was $137,000. As at December 31, 2025, the Company's cash position was approximately $624,000.
On October 16, 2025, the Company announced the appointment of Cal Everett and Axemen Resource Capital as Financial Advisors to the Company. In connection with the appointment, Axemen Resource Capital was granted 500,000 options exercisable at $0.14 each, vesting quarterly over one year and with a term to October 16, 2030.
On November 17, 2025, the Company announced assay results from the 2025 excavator trenching program at the Klaza project. The work focused on the Western BRX Zone, which included overburden
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stripping, followed by the trenching and sampling of 34 new vein exposures across the trace of the 460m long zone. The program was successful in demonstrating continuous, high-grade gold and silver mineralization in the near surface portion of the Western BRX Zone, while also identifying important structural and mineralogical features. The information collected from this work is fundamental to any future economic studies and will assist Rockhaven’s planning for a potential bulk sampling program in summer 2026.
On November 17, 2025, Rockhaven also announced the staking of five placer bench claims to cover the Western BRX Zone. These placer claims are now added to the 1,478 quartz claims that are included in the Klaza property.
SELECTED ANNUAL INFORMATION
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |
|---|---|---|---|
| Loss and comprehensive loss | ($605,091) | ($217,531) | ($454,882) |
| Mineral property interests (Klaza project) | $48,761,341 | $48,476,486 | $47,997,312 |
| Total assets | $49,490,593 | $49,779,876 | $49,131,994 |
| Cash and cash equivalents | $623,699 | $761,100 | $1,004,667 |
| Working capital | $651,886 | $1,196,332 | $949,513 |
| Long-term financial liabilities | Nil | Nil | Nil |
Total assets decreased from 2024 to 2025 by approximately $289,000 mainly due to the net use of cash during the 2025 year, further to the collection of subscriptions received which reduced receivables. Offsetting these decreases were increases in the value of marketable securities, and expenditures capitalized to the Klaza project (mineral property interests).
Working capital is discussed below within “Liquidity and Capital Resources.”
MANAGEMENT AND BOARD OF DIRECTORS
On June 4, 2025, the Company appointed Brad Thrall as Managing Director. No further changes have been made to Rockhaven management or the Board of Directors through to the MD&A Date.
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RESULTS OF OPERATIONS
Loss and comprehensive loss for the three months ended December 31, 2025, increased by approximately $114,000 compared to the three months ended December 31, 2024. The increase in loss was attributable to an increase in share-based payments expense of approximately $140,000. When removing this item, operating expenses decreased by approximately $13,000 and loss would have comparatively decreased by approximately $26,000 driven by an increase in the unrealized gain on marketable securities of approximately $19,000 partially offset by a decrease in deferred tax recovery of approximately $7,000. Components of operating expenses fluctuated nominally.
Loss and comprehensive loss for the year ended December 31, 2025, increased by approximately $387,000 compared to the year ended December 31, 2024. The increase in loss was attributable to an increase in share-based payments expense of approximately $403,000. When removing this item, operating expenses only increased by approximately $9,000 and loss would have comparatively decreased by approximately $15,000 driven by an increase in the unrealized gain on marketable securities of approximately $33,000 partially offset by a decrease in deferred tax recovery of approximately $9,000. Components of operating expenses fluctuated nominally.
SUMMARY FINANCIAL INFORMATION (for the eight quarters ended December 31, 2025)
The following table shows the results for the last quarter compared to those from the previous seven quarters.
| Period Ending | Revenues | Loss and Comprehensive Loss | Loss per Share |
|---|---|---|---|
| December 31, 2025 | Nil | ($214,327) | ($0.00) |
| September 30, 2025 | Nil | ($230,757) | ($0.00) |
| June 30, 2025 | Nil | ($94,417) | ($0.00) |
| March 31, 2025 | Nil | ($65,590) | ($0.00) |
| December 31, 2024 | Nil | ($100,125) | ($0.00) |
| September 30, 2024 | Nil | ($39,832) | ($0.00) |
| June 30, 2024 | Nil | ($50,836) | ($0.00) |
| March 31, 2024 | Nil | ($26,738) | ($0.00) |
FOURTH QUARTER
Loss and comprehensive loss was approximately $16,000 lower for the quarter ended December 31, 2025 (Q4 2025), compared to the preceding quarter ended September 30, 2025 (Q3 2025). When removing share-based payments expense, loss for the quarter ended December 31, 2025 would have been approximately $51,000 greater than the loss for the quarter ended September 30, 2025 given the decrease in share-based payments expense by approximately $67,000 quarter over quarter. Operating expenses increased during the quarter ended December 31, 2025, compared to the preceding quarter which was driven by routine fourth quarter accruals in professional fees. Other notable variances were
a reduction in the gain on marketable securities by approximately $28,000, and an increase in the deferred income tax recovery by approximately $15,000.
LIQUIDITY AND CAPITAL RESOURCES
(a) Working Capital
As at December 31, 2025, Rockhaven had working capital of approximately $652,000 compared to working capital of approximately $842,000 as at September 30, 2025, and approximately $1,196,000 as at December 31, 2024.
During the year ended December 31, 2025, working capital decreased by approximately $544,000 primarily due to the reduction in receivables through the collection of subscriptions which were fully utilized in the net use of cash during the year. Partially offsetting this contributing factor was an increase in the carrying value of marketable securities by way of a mark-to-market adjustment as well as a decrease in payables.
During the year ended December 31, 2025, the Company's capital sources were from the collection of subscriptions from the prior year December 2024 private placement amounting to $469,000, further to interest income received of approximately $25,000.
During the year ended December 31, 2024, the Company's capital sources were from proceeds raised from the December 2024 private placement of common shares to which $531,000 was collected through to December 31, 2024, further to interest income received of approximately $24,000.
TRANSACTIONS WITH RELATED PARTIES
1. Management
During the three months ended December 31, 2025, salary in the amount of $40,000 was paid to Matthew Turner, the President, Chief Executive Officer, and a Director of Rockhaven ("Turner") (2024 - $40,000).
During the year ended December 31, 2025, salary in the amount of $160,000 was paid to Turner (2024 - $160,000).
During the three months ended December 31, 2025, $10,000 in legal fees were incurred with a personal law corporation controlled by Glenn R. Yeadon ("Yeadon"), a Director and Secretary of Rockhaven (2024 - $22,000).
During the year ended December 31, 2025, $43,000 in legal fees were incurred with Yeadon, a Director and Secretary of Rockhaven (2024 - $45,000).
During the three months ended December 31, 2025, $11,000 in accounting and tax fees were incurred with Donaldson Brohman Martin, CPA Inc. ("DBM"), Chartered Professional Accountants, a firm in which Dan Martino, the Chief Financial Officer of Rockhaven is a principal (2024 - $11,000).
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During the year ended December 31, 2025, $36,500 in accounting and tax fees were incurred with DBM (2024 - $36,700).
During the years ended December 31, 2025 and December 31, 2024, there were no fees incurred with Eleven Mercantile and Technical Solutions LLC (“Eleven Mercantile”), a firm in which Manuel Estrada, Rockhaven’s Chief Operating Officer has significant influence.
During the year ended December 31, 2025, 6,500,000 stock options were granted to Officers and Directors having a fair value on grant of $334,964, of which $281,198 was recognized as share-based payment expense during the year then ended. The stock options granted are exercisable at $0.07 each until June 3, 2030, and vest over a one year period through to June 3, 2026.
During the year ended December 31, 2025, 1,000,000 RSUs were granted to an Officer having a fair value on grant of $140,000, of which $17,811 was recognized as share-based payment expense during the year then ended. The RSUs vest in three annual instalments through to October 16, 2028.
During the year ended December 31, 2024, no stock options were granted to key management personnel or Directors. Additionally, $1,132 in share-based payments was recognized during the year then ended in connection to the vesting of stock options issued to related parties during the previous year.
- Archer, Cathro & Associates (1981) Limited
During the three months ended December 31, 2025, $15,201 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer, Cathro & Associates (1981) Limited (“Archer Cathro”) (2024 - $17,096).
During the year ended December 31, 2025, $60,217 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer Cathro (2024 - $95,400).
Archer Cathro is a geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Archer Cathro is a related party as defined within IAS 24 Related Parties, through its ability to confer significant influence over financial processes and operating decisions with the provision of key management personnel services. Charges are for property location, acquisition, exploration, management, and office rent and administration.
Archer Cathro does not own any Rockhaven shares or warrants; or hold any interests or royalties relating to Rockhaven’s mineral property.
Archer Cathro provides various services related to the Rockhaven’s Klaza property, which include: (i) exploration program management; (ii) field camp management; (iii) mineral tenure management; (iv) the filing of annual assessment reports; and (v) the management of land use (exploration) permits.
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MINERAL PROPERTY INTERESTS - KLAZA PROJECT
Background
The Klaza project is comprised of 1,478 mineral claims and five placer bench claims and covers an area of 287 km². The property is located within the traditional territory of the Little Salmon/Carmacks First Nation.
All of the mineral claims comprising the Klaza project are located in the Whitehorse Mining District, approximately 50 km west of the community of Carmacks, in southern Yukon Territory. Rockhaven holds 100% working interests in all of the mineral claims comprising the project, with 1,265 of the claims unencumbered by underlying royalties and the remaining 213 claims subject to third party net smelter return royalty interests ranging from 1% to 1.5%.
The Klaza project is accessible by a year round government maintained two-wheel drive road from the Klondike Highway. It is favorably situated within the Mount Nansen Gold Camp, a district that hosts historical gold mines, rich placer gold deposits and key infrastructure such as road access.
Mineral Deposit Model at Klaza Project
The Klaza project hosts a multi-episodic epithermal vein system of both the intermediate sulphidation and low-sulphidation classes. These veins are interpreted to be in the distal setting of a porphyry complex which is located near the centre of the Mount Nansen Gold Camp.
Drilling at the Klaza project to date has identified 14 main mineralized vein zones and numerous subsidiary structures, which have a cumulative mineralized strike length greater than 10 km. Mineralized veins contain varying amounts of gold, silver, lead and zinc, which are commonly associated with galena, sphalerite, pyrite and arsenopyrite hosted in a quartz-carbonate gangue. Technical reports and maps and drill core photos generated from the results of Rockhaven’s exploration work at Klaza can be viewed on the Rockhaven website at www.rockhavenresources.com.
Current Developments
Rockhaven is currently studying potential development scenarios which include various mill throughput rates and mine sequencing models designed to maximize economics while mitigating as many potential permitting issues as possible. Detailed cost estimation related to the various development scenarios are also being investigated.
Prior to initiating the next economic study for Klaza, an updated concentrate marketing analysis will evaluate the current market for the three concentrates that are expected to be produced at Klaza. Once completed, the next steps will include detailed modelling and mine sequencing, cost estimation, and waste management design, which are essential to maximizing efficiencies related to the next phase engineering and economics at the Klaza project. Management has received and is currently assessing proposals from various engineering groups related to next steps in evaluating the economics of the Klaza project.
2026 Planned Bulk Sample
As announced on November 17, 2025, the Company is planning to conduct a bulk sample of the Western BRX Zone in 2026. In preparation for this, Rockhaven conducted an excavator trenching program along the surface trace of the Western BRX Zone during the 2025 field season. To assist in the evaluation, the 2025 program was conducted to complete the following objectives: (1) determine the width, grade and character of near-surface mineralization in the zone; (2) better define structural features and controls related to the mineralization; and (3) establish the nature and depth of the oxide to sulphide transition (visually and analytically) for use in planned PFS-level metallurgical studies. To complete this evaluation, much of the zone was stripped to bedrock and 34 vein exposures were trenched and sampled across the trace of the $460\mathrm{m}$ long zone.
The table below summarizes the significant results from the 2025 excavator trenching program with trenches labelled sequentially from north to south. Maps showing the locations of trenches and select photos of mineralized veins can be viewed on the Rockhaven website at www.rockhavenresources.com.
Klaza Project - Western BRX Zone - Significant Results
| Trench ID | Sampled Interval (m)† | Au (g/t) | Ag (g/t) |
|---|---|---|---|
| TR-25-100 | 0.50 | 204.0 | 893 |
| TR-25-101 | 1.22 | 46.2 | 505 |
| and | 1.22 | 31.8 | 148 |
| TR-25-102 | 1.72 | 16.2 | 22 |
| TR-25-103 | 1.77 | 24.2 | 24 |
| TR-25-104 | 0.98 | 48.0 | 546 |
| TR-25-105 | 2.05 | 67.1 | 758 |
| TR-25-106 | 2.50 | 25.4 | 315 |
| TR-25-107 | 0.78 | 27.6 | 554 |
| TR-25-108 | 1.22 | 99.0 | 763 |
| TR-25-109 | 1.45 | 27.3 | 366 |
| TR-25-110 | 0.30 | 31.8 | 268 |
| TR-25-111 | 1.29 | 23.4 | 148 |
| TR-25-112 | 1.68 | 20.5 | 556 |
| TR-25-113 | 1.10 | 9.1 | 118 |
| TR-25-114 | 0.60 | 84.0 | 179 |
| TR-25-115 | 1.20 | 53.3 | 604 |
| TR-25-116 | 1.04 | 10.4 | 230 |
| TR-25-117 | 1.25 | 69.0 | 581 |
| TR-25-118 | 1.79 | 143.0 | 1,080 |
| TR-25-119 | 1.04 | 30.5 | 877 |
| TR-25-120 | 1.20 | 102.0 | 1,535 |
| TR-25-121 | 1.52 | 100.0 | 773 |
| TR-25-122 | 0.60 | 51.2 | 1,850 |
| and | 2.45 | 31.2 | 248 |
| TR-25-123 | 1.22 | 80.5 | 580 |
|---|---|---|---|
| TR-25-124 | 1.41 | 64.2 | 577 |
| TR-25-125 | 1.34 | 35.4 | 218 |
| TR-25-126 | 1.33 | 17.0 | 326 |
| TR-25-127 | 0.55 | 0.68 | 922 |
| and | 0.80 | 2.7 | 213 |
| TR-25-128 | 1.00 | 12.4 | 61 |
| TR-25-129 | 1.00 | 28.8 | 407 |
| TR-25-130 | 0.50 | 24.3 | 247 |
| TR-25-131 | 0.50 | 31.6 | 141 |
| TR-25-132 | 0.90 | 89.1 | 1,445 |
| TR-25-133 | 1.35 | 10.0 | 206 |
*Represents the sampled length. True widths are estimated to be 80-95% of the interval as the majority of vein intersects had contacts that were at or near perpendicular to trench axis. Assay results are not capped.
During the 2025 work program, a total of 188 rock samples were collected. The samples were taken from excavator bucket test pits (to simulate bulk sampling) or from the rib of excavator trenches, both of which were oriented perpendicular to the strike of the zone. Float samples were collected from the floor of the stripped area, between test pits and trenches, to demonstrate continuity. A total of 34 new cuts were made across the Western BRX Zone, spaced between 5 and $20\mathrm{m}$ apart along the strike length of the Western BRX Zone, with the exception of a section in the southern part of the zone which was exposed through three trenches spaced $40\mathrm{m}$ apart.
Near surface mineralization in the vein zone is altered to strong limonite and hematite surrounding highly fractured, pitted and vuggy quartz. The mineralization has a distinctive red-orange colour that is easily distinguished from adjacent grey to brown, clay altered granodiorite or feldspar-porphyry dyke waste rock. The weathered wall rock has sharp contacts with the mineralization and is highly fractured, which should greatly simplify extraction of a bulk sample. The depth of the bulk sample is expected to be approximately 2.0 to 3.0 meters and will target only mineralized vein material.
In order to permit the proposed bulk sample program, the Company entered the YESAB environmental assessment process in September, 2025. On March 18, 2026, it received YESAB's Evaluation Report. In the report, YESAB's designated assessment office recommended to the Decision Body for the Project that the bulk sample project be allowed to proceed, as it determined that the Project will not have significant adverse environmental or socio-economic effects in or outside Yukon.
Also related to the proposed bulk sample, discussions with potential purchasers of the mineralized bulk sample material is currently being conducted.
Metallurgical Program
Advanced metallurgical studies have been a major focus for Rockhaven. Split core material from recent drilling in areas from the mineral resources at Klaza has been used to conduct flotation and preconcentration (ore-sorting, dense media separation) test work. This work focused on several key objectives which included: (1) assessing a simpler and more cost-effective processing flowsheet, (2)
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maximizing precious and base metal recoveries to saleable concentrates, and (3) exploring ways to limit the production of fine tailings and hydrometallurgical products that need special management.
On May 6, 2024, Rockhaven released results from a comprehensive, multi-year metallurgical program completed on samples collected from Klaza. For further information, please refer to the news release of same date, as well as disclosures within the Company’s MD&A for the year ended December 31, 2024.
2020 Updated Preliminary Economic Assessment
In 2020, Rockhaven announced the results of an updated Preliminary Economic Assessment related to the Klaza project (the “2020 PEA”). The updated economic assessment was supported by a National Instrument 43–101 compliant technical report dated July 10, 2020, entitled, “Technical Report and Preliminary Economic Assessment Update for the Klaza project, Yukon, Canada” and prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”).
A full copy of the report can be viewed at www.sedarplus.ca under the Rockhaven profile or on Rockhaven’s website at www.rockhavenresources.com.
TECHNICAL REVIEW
Technical information disclosed in this MD&A has been approved by Matthew R. Dumala, P.Eng., a geological engineer with Archer Cathro and a qualified person for the purposes of National Instrument 43 – 101 (NI 43-101).
LITTLE SALMON/CARMACKS FIRST NATION
In 2015, Rockhaven signed an Exploration Benefits Agreement with the Little Salmon Carmacks First Nation (“LSCFN”), which establishes a framework between the parties for the ongoing exploration of the Klaza project. Under the agreement, Rockhaven is required to pay LSCFN an annual fee equal to 2% of specified on-site exploration activities on the Klaza project during each calendar year, payable by March 31 of the following year.
Pursuant to the EBA, 500,000 share purchase warrants exercisable at $0.17 each which were issued to LSCFN in 2020, expired unexercised on August 5, 2025.
Renewal of the Exploration Benefits Agreement remains in progress.
SHARE CAPITAL INFORMATION
The authorized share capital of Rockhaven consists of the following classes of shares:
(a) an unlimited number of common shares without par value; and
(b) an unlimited number of preferred shares without par value.
As of the MD&A Date, Rockhaven’s issued and outstanding share capital consisted of 292,803,137 common shares.
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On August 11, 2025, the Company adopted an Omnibus Equity Incentive Plan (the “Equity Plan”) which supersedes a former incentive stock option plan. The Equity Plan provides for the grant of stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), performance share units (“PSUs”) and other share-based awards subject to TSX-V approval. Under the Equity Plan, the maximum number of equity-based awards issued cannot exceed 10% of the Company’s currently issued and outstanding common shares. Additionally, RSUs are required to be settled by December 31 in the third year following the year of grant (“Expiry date”), whereas DSUs are settled once the award recipient retires or departs.
Stock Options
As of the MD&A Date, Rockhaven had the following stock options outstanding:
| Number of Options Outstanding | Exercise Price | Expiry Date |
|---|---|---|
| 4,400,000 | $0.15 | August 18, 2026 |
| 500,000 | $0.15 | March 24, 2027 |
| 8,080,000 | $0.10 | October 20, 2027 |
| 750,000 | $0.10 | February 13, 2028 |
| 8,425,000 | $0.07 | June 3, 2030 |
| 500,000 | $0.14 | October 16, 2030 |
| 22,655,000 | $0.10 |
During the year ended December 31, 2025:
- 8,925,000 options were granted to Officers, Directors, related company employees, and consultants with a weighted average exercisable price approximately $0.07 each. The fair value of the options granted was approximately $0.05 per option, for a total of $483,965.
- 4,525,000 options expired unexercised at an exercise price of $0.15 each.
Warrants
As of the MD&A Date, Rockhaven had the following share purchase warrants outstanding:
| Number of Warrants Outstanding | Exercise Price | Expiry Date |
|---|---|---|
| 16,666,667 | $0.10 | December 20, 2027 |
| 16,666,667 | $0.10 |
RSUs
As of the MD&A Date, Rockhaven had the following RSUs outstanding and exercisable:
| Number of RSUs Outstanding | Number of RSUs Exercisable | Final Vesting Date |
|---|---|---|
| 1,000,000 | Nil | October 16, 2028 |
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- During the year ended December 31, 2025, 1,000,000 RSUs were granted to an Officer of the Company at a value of $0.14 each ($140,000). The RSUs vest in three annual instalments through to October 16, 2028 and expire on December 31, 2028.
OFF-BALANCE SHEET ARRANGEMENTS
Rockhaven does not utilize off-balance sheet arrangements.
RISKS AND UNCERTAINTIES
In conducting its business, Rockhaven faces a number of risks and uncertainties related to the mineral exploration industry. Some of these risk factors include risks associated with land title, exploration and development, government, and environmental regulations, permits and licenses, competition, fluctuating metal prices, the requirement and ability to raise additional capital through future financings and price volatility of publicly traded securities.
(a) Title Risks
Although Rockhaven has exercised due diligence with respect to determining title to the mineral claims in which it has a material interest, there is no guarantee that title to such mineral claims will not be challenged or impugned. Third parties may have valid claims underlying portions of Rockhaven's interests. Its mineral claims, permits or tenures may be subject to prior unregistered agreements or transfers or to Aboriginal Land Claims. Title to the mineral claims, permits or tenures comprising Rockhaven's property may also be affected by undetected defects. If a title defect exists, it is possible that Rockhaven may lose all or part of its interest in the mineral claims to which such defect relates.
(b) Global Economy Risk
Rockhaven's business, financial condition and operations may be adversely affected by global economic uncertainty, geopolitical instability, public health events and evolving trade policies. Governments in North America, Europe and Asia continue to implement or consider tariffs, export controls, sanctions and other trade restrictions, which can disrupt supply chains, increase input costs and reduce market access. Rising protectionist sentiment and shifts in international trade relationships may contribute to slower global economic growth and increased volatility in financial and commodity markets. Geopolitical tensions remain elevated in several regions. The ongoing conflict involving Russia and Ukraine, instability in the Middle East, and evolving situations in countries such as Iran and Venezuela have contributed to energy and commodity price volatility, transportation and logistics disruptions, and heightened cybersecurity risks. International responses—including sanctions, trade embargos, export restrictions and limitations on financial transactions—continue to evolve and may expand with little notice. These measures, along with the potential for further political or economic deterioration in these regions, create additional uncertainty for global markets. Global health risks, including the potential emergence of new infectious diseases or variants, may also result in renewed public health measures, labour shortages, supply chain constraints or reduced economic activity. Although the acute phase of the COVID-19 pandemic has passed, its long-term impacts on supply chains, workforce dynamics and government policy continue to influence economic conditions. Should any of these geopolitical, economic or public health risks intensify, persist for an extended period, or expand to additional regions,
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the resulting uncertainty and market disruption could have a material adverse effect on the Company’s operations, financial performance and strategic plans.
(c) Tariff Response
The potential for tariffs has resulted in significant capital market uncertainty as well as economic and supply chain disruptions, and changes in trading market pricing. There is a risk that tariffs could further disrupt capital markets, business opportunities and supply chains and cause material adverse effects to the Company.
(d) Commodity Price Risk
The price of commodities fluctuates widely, and is affected by numerous factors beyond the Company’s control including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, global or regional consumption patterns, speculative activities, levels of supply and demand, increased production due to new mine developments and improved mining and production methods, availability and costs of substitutes, commodity stock levels maintained by producers and others, and inventory carrying costs. The effect of these factors on commodity prices and therefore the economic viability of the Company’s operations cannot accurately be predicted.
(e) Future Financings
Rockhaven's continued operation will be dependent in part upon its ability to generate positive operating cash flows and to procure additional financing. To date, Rockhaven has done so through equity financing.
(f) Exploration and Development
Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, but not limited to, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production.
(g) Environmental Regulations, Permits and Licenses
Rockhaven's operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more stringent. Although Rockhaven does not currently own interests in any producing mines or tailings impoundment/disposal areas, management strictly adheres to the rules set out in its active land use permits and actively follows any potential updates of future mining regulations, which includes a potential bulk sampling operation at Klaza in 2026.
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(h) Competition
The mineral exploration industry is intensely competitive in all its phases and Rockhaven competes with other companies that have greater financial and technical resources. Competition could adversely affect Rockhaven's ability to acquire suitable properties or prospects in the future.
Fluctuations of global equity markets can have a direct effect on the ability of exploration companies, including Rockhaven, to finance project acquisition and development through equity and debt markets. There can be no assurance that funds from Rockhaven’s current financing sources can be generated or that other forms of financing can be obtained at a future date. Failure to obtain additional financing on a timely basis may cause Rockhaven to postpone exploration or development plans, forfeit rights in some or all of its mineral claims, or reduce or terminate some or all of its operations.
(i) Price Volatility of Publicly Traded Securities
Price volatility for junior exploration companies regularly exists. There can be no assurance that market prices for securities of mineral exploration companies will favourably change significantly in the near term.
CRITICAL ACCOUNTING ESTIMATES AND MATERIAL ACCOUNTING POLICIES
Rockhaven’s material accounting policies are detailed in Note 2 to the audited financial statements for the year ended December 31, 2025. Of these accounting policies, Rockhaven considers the policy on “Mineral Property Interests” to be the most critical to the reader’s full understanding and evaluation of Rockhaven’s reported financial results.
New accounting policies
There were no changes to Rockhaven’s accounting policies during year ended December 31, 2025.
Certain pronouncements have been issued by the IASB that were effective for the Company’s accounting period beginning on January 1, 2025. The adoption of these standards has not had a material impact on disclosures or amounts reported in the financial statements.
Recently issued but not yet effective accounting standards
The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for the Company’s accounting period beginning on January 1, 2026, or later periods.
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Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize a financial liability settled using an electronic payment system before the settlement date. Other clarifications include guidance on the classification of financial assets with ESG-linked features, non-recourse loans and contractually linked instruments. The amendments are effective for the Company’s annual period beginning on January 1, 2026.
The Company has determined that the impact of these amendments will have an immaterial effect on the Company’s financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”). This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing, and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category.
These amendments are effective for the Company’s accounting period beginning on January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.
INVESTOR RELATIONS
All investor relations functions are performed by Rockhaven management and employees.
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ROCKHAVEN RESOURCES LTD.
510 – 1100 Melville Street
Vancouver, British Columbia,
Canada, V6E 4A6
Tel: 604-687-2522
Trading Symbol: TSX-V: RK
Web Site: www.rockhavenresources.com
CORPORATE INFORMATION
Matthew A. Turner, Port Moody, B.C.
Bruce A. Youngman, Powell River, B.C.
Glenn R. Yeadon, Vancouver, B.C.
Manuel Estrada, Phoenix, Arizona
Dan Martino, Coquitlam, B.C.
Loralee Johnstone, Whitehorse, Yukon
W. Douglas Eaton, North Vancouver, B.C.
Bradley J. Shisler, Dallas, Texas
Brad A. Thrall, Spearfish, South Dakota
President, Chief Executive Officer and Director
Chairman and Director
Secretary and Director
Chief Operating Officer
Chief Financial Officer
Independent Director
Independent Director
Independent Director
Managing Director
Transfer Agent
Computershare Trust Company of Canada
3rd Floor – 510 Burrard Street
Vancouver, B.C. V6C 3B9
Auditors
Baker Tilly WM LLP
Suite 900 – 400 Burrard Street
Vancouver, B.C. V6C 1M2
Registered Office
1710 - 1177 West Hastings Street
Vancouver, B.C. V6E 2L3