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Sankamap Metals — Management Reports 2025
Mar 3, 2025
48479_rns_2025-03-03_c7c6100b-19c2-42d1-b432-c5d14132ca52.pdf
Management Reports
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MACLAREN MINERALS LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2024
March 3, 2025
This Management Discussion and Analysis ("MD&A") of Maclaren Minerals Ltd. ("Maclaren" or the "Company") has been prepared by management as of March 3, 2025 and should be read together with the financial statements and related notes for the period ended December 31, 2024 which are prepared in accordance with International Financial Reporting Standards ("IFRS").
FORWARD LOOKING STATEMENTS
The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks Factors section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.
OVERALL PERFORMANCE
The Company is engaged in the business of mineral exploration.
The Company's head office is located at #615 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6, and its registered and records office is located at #2600 – 1066 West Hastings Street, Vancouver, B.C. V6E 3X1. The Company was incorporated under the Business Corporations Act (British Columbia) on February 2, 2022.
SELECTED ANNUAL INFORMATION
The following table sets forth summary financial information for the Company for the years ended June 30, 2024 and 2023 and the period from incorporation on February 2, 2022 to June 30, 2022. This information has been summarized from the Company's audited financial statements for the same period and should be read in conjunction with the Company's audited financial statements, including the notes thereto.
| Years ended June 30, | Period from Incorporation on February 2, 2022 to June 30, 2022 | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Mineral properties | $ 225,897 | $ 126,101 | $ 117,361 |
| Total assets | $ 265,075 | $ 227,013 | $ 258,923 |
| Total revenues | $ - | $ - | $ - |
| General and administrative expenses | $ 215,009 | $ 99,793 | $ 47,451 |
| Net loss | $ 215,009 | $ 88,305 | $ 58,939 |
| Basic and diluted loss per share(1) | $ 0.02 | $ 0.01 | $ 0.01 |
(1)Based on weighted average number of common shares issued and outstanding for the period. See "Selected Financial Information and Management's Discussion and Analysis".
RESULTS OF OPERATIONS
As at December 31, 2024, the Company had total assets of $452,178 (June 30, 2024 - $265,075). As at December 31, 2024, the Company had current liabilities of $3,308 (June 30, 2024 - $20,581).
For the period ended December 31, 2024, the Company reported a net loss of $149,126 (2023 - $157,111). The expenses for the period ended December 31, 2024 comprised of bank and interest charges of $185 (2023 - $135), management fees of $15,000 (2023 - $15,000), professional fees of $11,120 (2023 - $1,315), rent and office of $600 (2023 - $600). The Company incurred project investigation costs of $114,355 (2023 - nil). In 2023 the Company completed its initial public offering and incurred $77,420 in related costs.
SUMMARY OF QUARTERLY RESULTS
| 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | |
|---|---|---|---|---|
| Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | Mar 31, 2024 | |
| Net Loss for the Period | $(134,907) | $(14,240) | $(30,436) | $(27,462) |
| Loss per Share | $(0.00) | $(0.00) | $(0.00) | $(0.00) |
| 2024 Q2 | 2024 Q1 | 2023 Q4 | 2023 Q3 | |
| --- | --- | --- | --- | --- |
| Dec 31, 2023 | Sep 30, 2023 | Jun 30, 2023 | Mar 31, 2023 | |
| Net Loss for the Period | $(132,244) | $(24,867) | $(42,473) | $(16,302) |
| Loss per Share | $(0.01) | $(0.00) | $(0.00) | $(0.00) |
The increase in the three months ended December 31, 2024 compared to September 30, 2024 was due to due diligence and related costs relating to the acquisition of Sankamap Exploration Inc. and its properties. The decrease in the three months ended September 30, 2024 compared to June 30, 2024 is due to a reduction in activities. The increase in the three months ended June 30, 2024 compared to March 31, 2024 is due to the additional year end costs. The decrease in the three months ended March 31, 2024 compared to December 31, 2023 is due to a decrease in activities compared to the three months ended December 31, 2023. The increase in December 31, 2023 compared to September 30, 2023 is due to the completion of the initial public offering and commencement of the Boer exploration program. The increase in the period ended June 30, 2023 is due to corporate activity related to the initial public offering.
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EXPLORATION AND PROJECTS
The principal asset of the Company is its option to acquire up to a 75% interest in the Boer Property, a gold prospect.
Boer Property
On March 3, 2022 the Company entered into an agreement to acquire up to a 75% interest in four mining claims in the Omineca Mining Division, British Columbia. To acquire a 51% interest, the Company issued 100,000 common shares (issued for $2,000) and made a cash payment of $5,000 (paid) to the vendor.
To earn the further 24% of the total 75% interest, the Company must pay the Optionor $10,000 on or before March 3, 2023 (paid), issue 100,000 common shares within six months of the date of initial listing of the Company's shares on a Canadian stock exchange (issued at a fair value of $10,000), and incur aggregate exploration expenditures of $200,000 of which $75,000 must be incurred before March 3, 2023 (incurred) and $125,000 on or before the first anniversary of the initial listing of the Company's shares on an exchange. The optionor has confirmed that the Company has satisfied the minimum expenditure commitment and therefore the Company has earned the additional 24% interest. The property is subject to a net smelter royalty of 2% payable to the vendor.
The property is subject to a net smelter return royalty of 2% payable to the vendors.
The Property is located in the Omineca Mining Division approximately 9 kilometres north east of Burns Lake in the central interior of British Columbia. The Property consists of four contiguous mineral claims covering an area of 1,586 hectares. Prior work has indicated that property has copper, silver, and gold mineralization which has been confirmed by the Company's 2022 work program.
An independent geological report (the "Technical Report") prepared by Derrick Strickland, P. Geo. who is a "Qualified Person" as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"), was completed in relation to the Property on June 22, 2022. The Technical Report recommends that the Company conduct further geophysical analysis and a surface exploration program.
Exploration Expenditures
Maclaren has incurred the following exploration expenditures with regards to the Property that were capitalized as incurred to December 31, 2024:
| Assays and testing | $ 32,081 |
|---|---|
| Geological consulting | 76,723 |
| Reports and administration | 26,799 |
| Mapping and surveying | 15,427 |
| Travel, accommodation, and supplies | 47,867 |
| $ 198,897 |
Future Plans
In relation to the Property, the Company is currently evaluating the recommendations made in the Technical Report. The Technical Report recommends that the Company undertake a $116,080 program to further explore the property. The recommendations include a geophysical survey, a sampling program, and additional soil geochemistry. The Company is also investigating other potential projects.
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 2024, the Company reported working capital of $222,973 (June 30, 2024 - $18,597) including cash of $123,179 (June 30, 2024 - $38,550). Current liabilities as at December 31, 2024 consisted of accounts payable of $308 (June 30, 2024 - $nil), accrued liabilities of $nil (June 30, 2024 - $15,081), and amounts due to related parties of $3,000 (June 30, 2024 - $5,500).
During the period from inception on February 2, 2022 to December 31, 2024, the Company issued the following:
On February 2, 2022 the Company issued 1 common share for proceeds of $1 to the incorporator.
On February 7, 2022 the Company issued a total of 2,000,000 common shares at $0.005 per share to directors for gross proceeds of $10,000. Directors and senior officers subscribed for a total of 2,000,000 shares.
On March 3, 2022 the Company issued a total of 100,000 common shares valued at $2,000 for a property acquisition.
On March 7, 2022 the Company issued a total of 4,500,000 flow-through common shares at $0.02 per share for gross proceeds of $90,000. A director and senior officer subscribed for 250,000 flow-through shares.
On May 16, 2022 the Company issued a total of 3,000,000 common shares at $0.05 per share for gross proceeds of $150,000.
On November 14, 2022 the Company issued a total of 600,000 common shares at $0.05 per share for gross proceeds of $30,000.
On October 18, 2023 the Company completed its initial public offering of 3,500,000 shares at a price of $0.10 per share for gross proceeds of $350,000. In connection to the initial public offering and concurrent private placement the Company paid commission costs of $35,000, corporate finance fees of $34,000, of which $23,500 was paid in cash and $10,500 in common shares, legal fees of $69,985 and 350,000 brokers' warrants (valued at $21,080) at a price of $0.10 per share, exercisable on or before October 18, 2025. The Company recorded share issue costs of $66,039 and expensed initial public offering costs of $77,420.
On April 15, 2024, the Company issued a total of 100,000 common shares for a property acquisition.
On August 2, 2024, the Company completed a private placement of 5,159,786 common shares for gross proceeds of $361,185. The Company recorded share issue costs of $7,663.
The Company has limited working capital to continue administrative operations and development of its exploration asset and may continue to have capital requirements in excess of its currently available resources. The Company intends to raise additional financing either privately or through a public financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not utilize off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
During the period ended December 31, 2024, the Company:
- Incurred and accrued management fee expense of $15,000 and rent of $600 to a company controlled by a director and CEO.
- Incurred and accrued bookkeeping and accounting expense of $5,500 to a director and CFO.
At December 31, 2024 a total of $3,000 has been accrued and payable as due to the CFO. Amounts due to related parties are non-interest bearing with no specific terms of repayment.
The Company has identified the directors and senior officers as key management personnel. The following table lists the compensation costs paid directly or to companies controlled by key management personnel for the periods ended December 31, 2024 and 2023.
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| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Company controlled by CEO – management fees | $ 15,000 | $ 15,000 |
| CFO – accounting fees | 5,500 | 7,500 |
| $ 20,500 | $ 22,500 |
CRITICAL ACCOUNTING ESTIMATES
Not applicable for Venture Issuers.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
The carrying amounts of cash and accounts payable approximate fair value because of the short-term maturity of these items.
INITIAL PUBLIC OFFERING
On October 18, 2023 the Company completed its initial public offering (the "IPO") of 3,500,000 common shares in its capital (each a "Share") at a price of $0.10 per Share for gross proceeds of $350,000. Haywood Securities Inc. acted as agent (the "Agent") for the IPO. The Agent received a cash commission equal to 10% of the gross proceeds of the IPO and a corporate finance fee, which included the issuance of 105,000 Shares to the Agent at a deemed price of $0.10 per Share. In addition, the Agent and its selling group, were granted non-transferable broker's warrants entitling the holder(s) to purchase an aggregate of 350,000 Shares at a price of $0.10 per Share, exercisable on or before October 18, 2025. Net proceeds from the IPO will be used for working capital purposes, for general and administrative purposes, to carry out exploration on the Boer Property located near in the Omineca Mining Division, B.C. and to make payments pursuant to the option agreement in respect of the Boer Property.
In connection with the IPO, 2,250,001 of the Company's common shares became subject to the terms of an escrow agreement dated September 1, 2023 whereby 10% of the escrowed securities are released on the date the Company's shares are listed on a Canadian exchange (the "Listing Date"), 15% are released each six months thereafter, through 36 months after the Listing Date.
Trading commenced on the Canadian Securities Exchange on October 19, 2023, under the symbol ("MRN").
ADDITIONAL DISCLOSURE FOR JUNIOR ISSUERS
The Company anticipates that completion of the IPO will fund operations for approximately 12 to 14 months as follows:
| Completing the work program recommended on the Boer Property | $116,080 |
|---|---|
| General and administrative costs | $90,000¹ |
| Transaction costs (broker and legal) | $128,500 |
| Unallocated | $15,420 |
| Total use of proceeds | $350,000 |
| General and Administrative Costs¹ | |
| Accounting and Audit Fees | $25,000 |
| Legal Fees | $10,000 |
| Office Rent and Miscellaneous | $15,000 |
| Management Fee and Admin | $36,000 |
| Transfer agent | $4,000 |
| Total | $90,000 |
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MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The information provided in this report as referenced from the Company's financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.
OTHER REQUIREMENTS
Summary of Outstanding Securities as at March 3, 2025
Authorized: Unlimited number of common shares without par value.
Issued and outstanding: 35,689,787 Common Shares.
A total of 700,000 stock options exercisable at a price of $0.10 per share expiring November 14, 2025.
A total of 350,000 broker's warrants exercisable at a price of $0.10 per share expiring October 18, 2025.
SUBSEQUENT EVENT
On February 6, 2025, the Company entered into an agreement to acquire a 100% interest in Sankamap Exploration Inc. ("Sankamap"). The Sankamap properties include the Fauro Gold (Au) Project ("Fauro") and the Kuma Copper-Gold (Cu-Au) Project ("Kuma"), both located in the Solomon Islands along the same trend as significant Cu-Au porphyry and epithermal deposits, including Newmont's Lihir Mine (71.9 Moz Au1) and the Panguna Mine (19.3 Moz Au + 5.3 Mt Cu2) (the "Acquisition"). The Acquisition was completed February 19, 2025.
The 4,300-hectare Kuma project is situated 37 km southeast of Honiara, the capital city of Guadalcanal Island, Solomon Islands. Historical exploration at Kuma has identified large-scale Cu-Au mineralization and promising indicators of a potential porphyry deposit, which remains untested by drilling. The 14,700-hectare Fauro project is located on Fauro Island in northern Solomon Islands; past exploration has defined epithermal-type mineralization, with trenching results of up to 8 meters of 27.95 g/t Au and drilling intercepts of up to 11 meters of 4.03 g/t Au.
The Acquisition was completed by way of the acquisition of all the outstanding equity interests of Sankamap, a private arm's length British Columbia company which holds the interest in the Sankamap properties. Pursuant to the definitive agreement dated February 6, 2025, the Company issued 16,625,000 common shares in the capital of the Company (each, a "Consideration Share") to the shareholders of Sankamap in exchange for all the issued and outstanding common shares of Sankamap at a deemed price of $0.06 per Consideration Share for total deemed consideration of $997,500. The Acquisition is an arm's length transaction. No finder's fee was paid in connection with the Acquisition. The Consideration Shares are subject to a hold period pursuant to the CSE whereby the Consideration Shares may not be traded before the later of: (a) June 20, 2025; and (b) the date that is ten days after the Company files a business acquisition report on Form 51-102F4 in connection with the Acquisition.
Upon closing of the Acquisition, John Florek, CEO of Sankamap, was appointed CEO of the Company, replacing incumbent CEO Gary Musil, and John Alcock and Jim Greig were appointed to the Company's board of directors, replacing James Place and Dianne Szigety, and joining incumbent directors Gary Musil and Nancy Kawazoe. Upon closing, the Company's audit committee is comprised of Gary Musil, John Alcock and Jim Greig.
RISKS AND UNCERTAINTIES
The Company's principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks, including but not limited to, environmental, metal prices, political and economical. The Company has no producing properties, no significant source of operating cash flow and consequently no sales or revenue from operations. The Company has either not yet determined whether its mineral properties contain mineral reserves that are economically recoverable or where reserves have been determined, mining operations have not yet commenced. The Company has limited financial resources. Substantial expenditures are required to be made by the Company to establish reserves.
The property interests in whom the Company has an option to earn an interest are in the exploration stages only, are without and may not result in any discoveries of commercial mineralization, and have no ongoing mining operations. Mineral exploration involves a high degree of risk and few properties, which are explored, are ultimately
developed into producing mines, the result being the Company will be forced to look for other exploration projects. The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters.
Additional disclosures pertaining to the Company's technical report, management information circulars, material change reports, press releases and other information are available on the SEDAR website at www.sedar.com.
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