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Silver Range Resources Ltd. Management Reports 2025
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Management Reports
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Management Discussion and Analysis for the Three Months ended March 31, 2025 (including Subsequent Events to May 22, 2025)
The following discussion and analysis of the results of operations and financial condition of Silver Range Resources Ltd. ("Silver Range") for the three months ended March 31, 2025, should be read in conjunction with the Silver Range condensed interim consolidated financial statements and related notes for the three months ended March 31, 2025 and the audited consolidated financial statements and related notes for the twelve months ended December 31, 2024 (the "financial statements"). All Silver Range 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 Management Discussion and Analysis ("MD&A"), is complete and reliable.
The Silver Range financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Silver Range profile at www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by use of certain terminology, including "will", "believes", "may", "expects", "should", "seeks", "anticipates" or "intends" or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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 are statements that are not historical facts, and include but are not limited to: estimates and their underlying assumptions; statements regarding plans; objectives and expectations with respect to the effectiveness of the Silver Range business model; future operations; the impact of regulatory and environmental matters on Silver Range operations; general industry and macroeconomic conditions; expectations related to possible joint or strategic ventures; exploration results; property option or sale agreements; royalties and management fees; negotiations of carried property interests; prospect generation efforts; and statements regarding future performance.
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 Silver Range. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. Silver Range undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. 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
Silver Range is a prospect generation mineral exploration company with a specific focus on generating, acquiring and vending targets hosting high grade gold and silver mineralization. Silver Range is based in Vancouver, British Columbia, Canada and its common shares are listed for trading on the TSX Venture Exchange (the "TSX-V") under the symbol SNG.V.
Silver Range generates prospects through a combination of archival research and basic field investigations including prospecting and geochemical surveys. Prospective targets are acquired by staking and are then explored with geological mapping, sampling, geochemical and geophysical surveys to develop drill targets. In general, Silver Range will not drill the projects in its portfolio. Silver Range may occasionally drill a wholly owned project at its own cost where the potential benefits of a mineral discovery appear to significantly outweigh the exploration risk.
Silver Range selects targets with reported or sampled surface mineralization grading better than 5 grams per tonne (g/t) gold or 400 g/t silver, provided such targets fall within geological deposit models hosting deposits with overall grades meeting or exceeding these thresholds. The Silver Range property portfolio currently consists of 31 mineral properties located in Nevada, Arizona, the Northwest Territories, Nunavut and the Yukon Territory. The majority of exploration work carried out during 2024 was focused on prospective targets in Nevada and Arizona.
Silver Range creates value and generates cash flow by selling interests in its projects to third parties. Silver Range will enter into property transactions at any stage from concept through completion of property exploration. Such property transactions may include outright sales; option to purchase arrangements; joint ventures; the generation and vending of royalties attached to projects; the generation of management fees to oversee exploration; and obtaining reimbursement for exploration expenditures. Intangible value may also be created through the negotiation of carried property interests.
Payments to Silver Range are made in cash or the securities in publicly traded companies or securities in companies seeking a public listing. Proceeds from property transactions are used first to defray the costs of general operation and to recapture the cost of project generation and exploration. Excess proceeds and property interests are retained as investments in the success of Silver Range projects and partner companies.
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Silver Range seeks to increase shareholder value on a sustained basis by generating cash flow to defray operating and exploration expenses, thereby reducing any requirement to issue its own shares from treasury; by generating and maintaining interests in active exploration projects; and by acquiring significant equity interests in partner companies.
OVERALL PERFORMANCE
As of March 31, 2025, Silver Range had no debt. It will seek the funding necessary to enable it to carry on as a going concern, but management cannot provide assurance that Silver Range will be able to keep raising additional capital or be able to liquidate its positions in public and/or private company marketable securities. If Silver Range is unable to generate sufficient capital, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms, and/or pursue other remedial measures, or cease operations. See “Risks and Uncertainties” and “Liquidity and Capital Resources” for additional information.
SELECTED ANNUAL INFORMATION
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| Revenues | Nil | Nil | Nil |
| Net Loss | ($4,176,653) | ($987,342) | ($1,191,749) |
| Net Loss per Share – Basic and Diluted | ($0.04) | ($0.01) | ($0.01) |
| Cash and Cash Equivalents | $1,568,225 | $65,389 | $263,410 |
| Working Capital | $3,013,199 | $255,808 | $517,079 |
| Total Assets | $5,978,436 | $9,824,004 | $10,085,246 |
| Total Long-term Financial Liabilities | Nil | Nil | Nil |
| Cash Dividends Declared per Share | Nil | Nil | Nil |
Total assets decreased from in 2024 from 2023 by approximately $3,846,000 mainly due to the disposal of marketable securities and an impairment of private company marketable securities. Despite this, cash and cash equivalents increased by approximately $1,765,000 due to the proceeds from sale of marketable securities, private placement units issued, and other cash inflows more than offsetting cash used in operating activities and expenditures on mineral property interests. The positive change in cash and cash equivalents contributed to the increased working capital position.
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SUMMARY FINANCIAL INFORMATION (for the eight financial quarters ended March 31, 2025)
The following table contains a comparison of the results for the last quarter with those of the previous seven quarters.
| Period Ending | Revenues | Net Income (Loss) | Net Income (Loss) per Share |
|---|---|---|---|
| March 31, 2025 | Nil | $1,001 | $0.00 |
| December 31, 2024 | Nil | ($3,419,599) | ($0.03) |
| September 30, 2024 | Nil | ($354,401) | ($0.00) |
| June 30, 2024 | Nil | ($194,049) | ($0.00) |
| March 31, 2024 | Nil | ($208,604) | ($0.00) |
| December 31, 2023 | Nil | ($280,713) | ($0.01) |
| September 30, 2023 | Nil | ($280,489) | ($0.00) |
| June 30, 2023 | Nil | ($270,409) | ($0.00) |
Operating expenses for the three months ended March 31, 2025, was approximately $61,000 lower after excluding share-based payments expense. Investor relations, management, administrative and corporate development fees, and transfer agent and filing fees were down approximately $11,000 in aggregate. The primary decrease related to professional fees by approximately $50,000 which tend to be higher in the fourth quarter of each fiscal year due to routine year end accruals for services. The key variance between the March 31, 2025 quarter compared to the December 31, 2024 quarter relates to the unrealized gain generated on marketable securities compared to the net unrealized and realized loss incurred on marketable securities which was a variance of approximately $1,200,000. Moreover, an impairment loss on private company marketable securities was incurred during the December 31, 2024 quarter of approximately $2,300,000, with no such impairment recorded during the March 31, 2025 quarter.
RESULTS OF OPERATIONS
Silver Range generated net income of approximately $1,000 for the three months ended March 31, 2025, compared to a net loss of approximately $209,000 for the three months ended March 31, 2024. The net income was driven an unrealized gain on marketable securities of $234,000 during the three months ended March 31, 2025. Additionally, operating expenses decreased on a net basis by approximately $60,000 after excluding share-based payments expense. Individually and in aggregate, all burn rate components of operating expenses (administrative, insurance, investor relations, office rent, professional fees, and transfer agent and filing fees) decreased by approximately $44,000. Management, administration and corporate development fees were also down by approximately $21,000 due primarily to the departure of the Company's former Vice President. Management, administration and corporate development fees is also routinely subject to variation in the recognition of management fees within this item, project generation costs, or capitalized to mineral property interests. Lastly, the increase in non-cash share-based payments expense by approximately $93,000 partially offset the reductions in operating expenses.
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Proceeds from options, joint ventures and royalties
Proceeds from options, joint ventures and royalties on the projects for the three months ended March 31, 2025 and March 31, 2024, consisted of the following:
| Three months ended | ||
|---|---|---|
| March 31, 2025 | March 31, 2024 | |
| $ | $ | |
| Cash proceeds from sales and royalty payments | ||
| Nevada Projects | ||
| Skylight (royalty payment) | 10,000 | - |
| Weepah South (sale) | - | 13,397 |
| 10,000 | 13,397 | |
| Common share proceeds from royalty payment | ||
| Northwest Territories Projects | ||
| Cabin Lake | - | 10,000 |
| - | 10,000 | |
| Total | 10,000 | 23,397 |
LIQUIDITY AND CAPITAL RESOURCES
Silver Range had working capital of $3,083,443 at March 31, 2025, compared to $87,289 at March 31, 2024.
(a) July 12, 2024 Financing
On July 12, 2024, Silver Range closed a 2,991,005 unit, non-brokered private placement. The units were sold at a price of $0.08 per unit for gross proceeds of $239,280 and consisted of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.16 until July 12, 2026.
If the closing market price of Silver Range shares is equal to or greater than $0.20 for a period of 10 consecutive trading, Silver Range will have the right to provide all warrant holders with notice that the expiry date for the warrants has been shortened to 30 calendar days from the giving of such notice.
The proceeds from this private placement were used for working capital purposes and exploration on United States based properties.
(b) January 12, 2024 Financing
On January 12, 2024, Silver Range closed the final tranche of the non-brokered private placement originally announced on August 30, 2023. The final tranche consisted of the issuance of 500,000 units at a price of $0.10 per unit for total proceeds of $50,000. Each unit consisted of one common
share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.15 until January 12, 2026.
If the closing price of Silver Range's shares is equal to or greater than $0.20 for a period of 10 consecutive trading days, Silver Range will have the right to provide all warrant holders with notice that the expiry date for the warrants has been shortened to 30 calendar days from the giving of such notice.
The proceeds from this private placement were used for working capital purposes.
(c) October 10, 2023 Financing
On October 10, 2023, Silver Range closed the initial tranche of a proposed 6,000,000 unit non-brokered private placement. The initial tranche consisted of 825,000 units at a price of $0.10 per unit for total proceeds of $82,500. Each unit consisted of one common share and one non-transferable share purchase warrant. A warrant entitles the holder to purchase one additional common share at a price of $0.15 until October 10, 2025.
If the closing market price of Silver Range shares is equal to or greater than $0.20 for a period of 10 consecutive trading days, Silver Range will have the right to provide all warrant holders with notice that the expiry date for the warrants has been shortened to 30 calendar days from the giving of such notice.
The proceeds from the private placement were used as working capital and to fund exploration work in the southwest United States.
(d) Equity Portfolio
As of May 22, 2025, Silver Range owned marketable securities of other publicly traded junior resource companies with a total market value of approximately $1,085,318. These securities were acquired by Silver Range pursuant to various property option or sale agreements. See “Risks and Uncertainties” and “Forward Looking Statements” for additional information.
OFF-BALANCE SHEET ARRANGEMENTS
Silver Range does not utilize off-balance sheet arrangements.
SHAREHOLDER RIGHTS PLAN
A shareholder rights plan was ratified by the Silver Range shareholders at the Silver Range Annual General Meeting held on May 18, 2022. Silver Range believes that the shareholder rights plan preserves the fair treatment of shareholders and is consistent with Canadian corporate practice and institutional investor guidelines. The objective of the shareholder rights plan is to ensure that, in the event of a bid for control through acquisition of Silver Range’s common shares, there are provisions in place to:
- provide for the orderly presentation of permitted bids to shareholders;
- provide adequate time for competing bids to emerge;
- ensure shareholders have an equal opportunity to participate in competing bids;
- give shareholders adequate time to accurately assess any competing bids; and
- explore and develop alternatives for maximizing shareholder value.
Under the terms of the shareholder rights plan, Silver Range will distribute one right of exercise for every common share outstanding as at the time of record. The rights issued under the shareholder rights plan will become exercisable when a person, including any related parties, acquires or announces its intention to acquire 20% or more of Silver Range’s outstanding common shares without complying with the permitted bid provisions or without approval of Silver Range’s Board of Directors. If that occurs, each right will entitle a holder, other than the acquiring person and related parties, to purchase common shares of Silver Range at a substantial discount to their market value. A permitted bid must be made through a takeover bid circular prepared in compliance with applicable securities laws, remain open for 60 days, and satisfy certain other conditions.
As of May 22, 2025, Silver Range was not aware of any pending or threatened takeover bid for its common shares.
ACTIVE PROPERTY TRANSACTIONS
Silver Range currently has eight active mineral property transactions with six unrelated companies. These include seven option agreements covering eleven Silver Range properties and one joint venture agreement covering one mineral property. Silver Range also holds nine residual royalty interests in nine formerly owned properties. A summary of the properties and the related transactions is presented below. More comprehensive descriptions of the properties subject to active transactions may be found on the Silver Range website (www.silverrangeresources.com).
(i) Silver Range Project
The Silver Range project consists of 5,342 mineral claims and is located approximately 30 km north of Faro, Yukon and was the initial focus of exploration work by Silver Range. Information related to the Silver Range project is available on the Silver Range website at www.silverrangeresources.com.
Under the terms of a 2016 letter of intent and as most recently amended on August 31, 2024, Broden Mining Ltd. (“Broden”), a private British Columbia company, holds an option to acquire a 100% interest in the Silver Range project by making a series of timed share issuances to Silver Range as specific milestone events are achieved over a period ending August 31, 2025. Silver Range will also retain net smelter return royalty interests of 2% on all future precious metals production and 1% on all future non-precious metals production from the Silver Range project.
In addition to the timed share issuances outlined above, the transaction is conditional upon Broden successfully completing agreements with various third parties on or before August 31, 2025.
(ii) South Kitikmeot Gold Project
The South Kitikmeot gold belt is located in southwest Nunavut and covers a 200 kilometre long package of Archean Beechey Lake metasedimentary rocks which host the Lupin mine (3.4 million ounces past production) and the Back River project (5.3 million ounces measured and indicated) currently being advanced to production by B2Gold Corp. Information related to the South Kitikmeot Gold project is available on the Silver Range website at www.silverrangeresources.com.
By agreement in 2021 and as most recently amended on April 25, 2024, Viridis Mining and Minerals Limited (“Viridis”) was granted a staged option to acquire up to a 100% interest in the South Kitikmeot gold project. Viridis can exercise stage one of the option and acquire a 51% interest in the project by incurring expenditures of not less than $1,500,000 (Australian dollars) by December 31, 2024. As this expenditure requirement was not completed by the end of 2024, Viridis and Silver Range are discussing an extension of the exploration expenditure period under stage one of the option.
Viridis can exercise the second option and acquire an additional 15% (66% in total) interest in the project by incurring an additional $2,000,000 (Australian dollars) on the project by December 31, 2027. Viridis can exercise the third option and acquire an additional 24% interest in the project by completing a preliminary feasibility study on the project by December 31, 2037.
Viridis has also been granted the option to purchase the remaining 10% interest in the project retained by Silver Range. This buy-out option may be exercised by Viridis at any time after acquiring an aggregate 90% interest in the project. The purchase price of the remaining 10% interest shall be determined by independent qualified valuator in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum CIMVAL Code for the Valuation of Mineral Properties, as adopted on November 29, 2019 and as amended from time to time.
If Viridis does not acquire a 100% interest in the project, the parties shall form a joint venture in accordance with their respective interests in the project at the time the joint venture is formed.
Silver Range will retain a 2.0% net smelter return royalty interest in the project upon Viridis exercising the first option and acquiring a 51% interest in the project. Viridis may purchase one-half of the royalty interest (being 1%) at any time prior to commercial production by paying Silver Range $1,500,000 (Australian dollars) or the equivalent in Viridis shares.
In addition to the royalty interest, Silver Range will be entitled to receive a payment of $200,000 (Australian dollars) if Viridis identifies a JORC compliant inferred resources on the project of: (i) not less than 500,000 ounces of gold (or the gold equivalent) at a grade of not less than 1.8 grams per tonne; or (ii) not less than 1,000,000 ounces of gold (or the gold equivalent) at a grade of not less than 1.6 grams per tonne.
(iii) Bellehelen Project
The Bellehelen project is located in Nye County, Nevada. The project consists of the Bellehelen, Kawich and Neversweat properties, and covers the bulk of the showings in the Bellehelen Mining
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District. Information related to the Bellehelen project is available on the Silver Range website at www.silverrangeresources.com.
By agreement dated December 16, 2022 and as most recently amended March 31, 2025, Silver Range granted Excalibur Metals Corp. (“Excalibur”) an option to acquire a 100% interest in the Bellehelen project. The exercise terms under the option will include: (i) US$300,000 in cash payments to Silver Range and the issuance to Silver Range of common shares with a value equivalent to $225,000 over four years; (ii) a 2% net smelter return with a buy-back option on 1% for US$1,000,000; and (iii) a US$2 per ounce (gold-equivalent) payment on any defined resource identified in the project area.
Excalibur is required to complete a listing on a Canadian stock exchange by May 31, 2025.
(iv) Skylight Property
By agreement dated January 10, 2025 and amended April 8, 2025, Silver Range granted Rush Gold Corp. (“Rush”) an option to acquire a 100% interest in the Skylight property. Rush can exercise the option by: (i) making aggregate cash payments to Silver Range totaling $313,600 by May 30, 2027; (ii) completing an initial public offering by June 30, 2025; (iii) issuing 680,000 Rush Gold shares to Silver Range by January 10, 2028; and (iv) completing 3,000 metres of drilling on the property by January 10, 2028.
Silver Range will retain a 3% net smelter return royalty interest, two-thirds (66.6%) of which may be purchased by Rush for $1,000,000 at any time prior to the start of commercial production from the property. In addition, Silver Range will be entitled to receive a defined resource payment of US$4 for each ounce of gold (or the gold equivalent) identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a National Instrument 43-101 compliant technical report applicable to the property. If Rush Gold has not defined a resource to these standards on the property by January 10, 2031, Silver Range shall be entitled to receive US$10,000 on such date and on January 10 of each successive calendar year until a resource is defined on the property.
The Skylight property is a low sulphidation epithermal prospect, located 60 kilometres northwest of Tonopah, Nevada, in the Royston Hills. Information related to the Skylight property is available on the Silver Range website at www.silverrangeresources.com.
(v) Cambridge-Enigma Property
Silver Range, Auburn Gold Mining LLC. (“Auburn”) and Walker Lane Resources Ltd. (“Walker Lane”) (formerly, CMC Metals Ltd.), subject to regulatory acceptance, executed a restated property option letter agreement dated March 10, 2025, under which Walker Lane was granted a staged option to acquire up to a 100% interest in the Cambridge-Enigma property.
Under stage one of the option, Walker Lane can acquire 75% of the property for total consideration of US$460,000 over four years, incurring US$1.5 million in exploration expenditures and completing 1,500 metres of diamond drilling.
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Under stage two of the option, Walker Lane can acquire the remaining 25% interest in the property by making an additional aggregate US$75,000 to Silver Range and Auburn and by identifying a National Instrument 43-101 compliant measured or indicated resource on the Cambridge-Enigma property by the end of 2033.
Following the exercise of stage two of the option, a milestone payment of US$10 per ounce of gold (or the equivalent value in other commodities) as contained in the Cambridge-Enigma resource will be due to Silver Range and Auburn within six months of the identification of the Cambridge-Enigma resource.
In addition to the resource milestone payment, at the time stage two of the option is exercise by Walker Lane, Silver Range and Auburn will retain a combined 2.5% net smelter return royalty interest in all future commercial production from the Cambridge-Enigma property. Walker Lane may at any time prior to the commencement of commercial production, purchase up to 60% of royalty interest by paying Silver Range and Auburn an aggregate US$1,500,000.
The Cambridge-Enigma property is located 33 km south of Yerington in Lyon county, Nevada. It is jointly owned by Silver Range and Auburn. The property is underlain by Cretaceous quartz monzonite locally covered by a thin blanket of Tertiary volcanic rocks. The quartz monzonite is cut by north-trending, steeply dipping faults or shears hosting mesothermal gold mineralization in quartz veins.
Additional technical information related to the Cambridge-Enigma property is available on the Silver Range website at www.silverrangeresources.com.
(vi) Tule Canyon Property
Silver Range and Walker Lane, subject to regulatory acceptance, executed a restated property option letter agreement dated March 8, 2025, under which Walker Lane was granted a staged option to acquire up to a 100% interest in the Tule Canyon property. Under state one of the option, Walker Lane can acquire 80% of the property by paying Silver Range an aggregate US$480,000 over four years and completing 1,500 metres of diamond drilling by March 8, 2028.
Under stage two of the option, Walker Lane can acquire the remaining 20% interest in the property by identifying a National Instrument 43-101 compliant measured or indicated resource at Tule Canyon by the end of 2033.
A milestone payment of US$10 per ounce of gold (or the equivalent value in other commodities) as contained in the identified resource must be paid to Silver Range within six months of the identified resource.
Following the exercise of stage two of the option, Silver Range will retain a 2.5% net smelter return royalty return interest in all future commercial production from the property. Walker Lane may at any time prior to the commencement of commercial production, purchase up to 60% of royalty interest by paying Silver Range US$1,500,000.
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The Tule Canyon property is located 95 kilometres south of Tonopah and 80 km northwest of Beatty, near the Nevada-California border. Mineralization on the property occurs along a five-kilometre-long trend coincident with a major structural inflection in the Sylvania pluton mapped by regional aeromagnetic surveys. Gold and silver mineralization are hosted in numerous quartz veins with mesothermal textures. Additional technical information related to the Tule Canyon property is available on the Silver Range website at www.silverrangeresources.com.
(vii) Silver Mountain Property
Silver Range and Walker Lane, subject to regulatory acceptance, executed a restated property option letter agreement dated March 10, 2025, under which Walker Lane can acquire a 100% interest in the Silver Mountain property. Walker Lane can exercise the option by paying Silver Range an aggregate US$200,000, payable in instalments of US$5,000 per year until 2034, with a final payment of US$150,000 by August 1, 2035. Walker Lane is also required to complete 1,000 metres of drilling during the term of the option.
Following the exercise of the option by Walker Lane, Silver Range will retain a 2.5% net smelter return royalty return interest in all future commercial production from the Silver Mountain property. Walker Lane may at any time prior to the commencement of commercial production, purchase up to 60% of royalty interest by paying Silver Range US$1,500,000.
If at any time, Walker Lane identifies a National Instrument 43-101 compliant measured or indicated resource at the Silver Mountain property, Silver Range will receive a milestone payment of US$10 per ounce of gold (or the equivalent value in other commodities) as contained in the identified resource. The milestone payment must be made to Silver Range within six months of the identification of the resource.
The Silver Mountain property is located in Esmeralda county, Nevada, approximately 57 kilometres south of Goldfield, near the Nevada-California border. The property covers the Old Cabin and Hidden Gulch showings, each of which was previously mined on a small scale.
Additional technical information related to the Silver Mountain property is available on the Silver Range website at www.silverrangeresources.com.
JOINT VENTURE INTERESTS
East Gold Point Joint Venture
Under an option agreement entered in 2020, Silver Range granted GGL Resources Corp. ("GGL") an option to acquire a 75% interest in the East Gold Point property, consisting of 39 federal lode mining claims. In August 2023, GGL had fully exercised the option by making cash payments totaling $180,000 and incurring aggregate expenditures in the Project Area of an aggregate of US$1,500,000.
In addition to retaining a 25% interest in the property, Silver Range is entitled to receive a one-time cash payment of US$4 per ounce based on the number of ounces of gold identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as
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contained in a National Instrument 43-101 compliant technical report applicable to the East Gold Point property.
Following the exercise of the option, GGL and Silver Range were deemed to have entered into a 75% / 25% joint venture for the further exploration and development of the property. The formal joint venture agreement was finalized on September 18, 2024.
The Gold Point district is a high-grade gold and silver mining district in Esmeralda County, Nevada, about 26 miles south of the towns of Goldfield and 43 miles northwest of Beatty. Information related to the Gold Point district is available on the Silver Range website at www.silverrangeresources.com.
PROPERTY INTERESTS RETAINED AFTER COMPLETED TRANSACTIONS
Silver Range has retained the following interests in mineral properties acquired by third parties under completed property option or property sale agreements.
(a) Yuge Property
The Yuge property is located in Humboldt County, Nevada, approximately 55 kilometres south of Denio in the Varyville Mining District. On May 3, 2021, Trifecta Gold Ltd. ("Trifecta") acquired a 100% interest in the Yuge property and Silver Range retained a 2% net smelter return royalty in the property. Trifecta has the right to reduce the royalty interest to 1% by paying Silver Range $1,000,000.
In addition, the royalty interest, Silver Range will also be entitled to receive a cash payment equal to US$2.00 for each ounce of gold (or the gold equivalent) identified in the earlier of a measured or indicated mineral resource, or a proven or a probable mineral reserve, as contained in a National Instrument 43-101 compliant technical report applicable to the property. These payments will be made to Silver Range within six months of the date of the report.
(b) Cabin Lake Property
The Cabin Lake property is located 110 kilometres northwest of Yellowknife and 38 kilometres north of Behchoko in the Tlicho Traditional Territory, central Northwest Territories. In October of 2020, Rover acquired a 100% interest in the Cabin Lake property. Silver Range retained a 2% net smelter return on future precious metal production.
Rover has the right to reduce the royalty interest to 0.5% upon the completion of a National Instrument 43-101 compliant measured and indicated resource at the Cabin Lake property.
If the resource on the property contains less than 1 million ounces of gold, Rover can purchase each 0.5% interest in the royalty for $250,000. If the resource on the property contains 1 million or more ounces of gold, Rover may purchase each 0.5% interest in the royalty for $500,000.
Silver Range also receives annual advance royalty payments from Rover. Total advance royalty payments are capped at $230,000. As of May 22, 2025, Silver Range has received an aggregate
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$120,000 in advance royalty payments from fiscal 2020 onwards in a combination of cash and common shares.
(c) Michelle Property
The Michelle property consists of 782 mineral claims located 130 km north-northeast of Dawson City in central Yukon Territory. In 2021, Silver Range sold Silver47 Exploration Corp. (“Silver47”) a 100% interest in the Michelle property. Silver Range received 5,650,000 Silver47 shares as partial consideration for the property. Silver47 completed an IPO and commenced trading on the TSX-V on November 14, 2024.
In addition to the Silver47 shares, Silver Range: (i) retained a 1% net smelter return royalty in all future commercial production from the property; and (ii) will receive a one-time payment of $1,000,000 if a positive production decision is made on a resource of not less than 80 million ounces of silver as outlined in a feasibility study related to the Michelle property.
(d) Tom Property
Under an option agreement entered into in 2020, Silver Range and Nevada Rand LLC (“Nevada Rand”) jointly granted GGL an option to acquire a 100% interest in the TOM property, consisting of 14 federal lode mining claims. In August 2023, GGL had fully exercised the option by incurring expenditures in the Project Area of US$1,500,000.
Following the exercise of the option, each of Silver Range and Nevada Rand are entitled to receive a one-time cash payment of US$1 per ounce based on the number of ounces of gold identified in the earlier of: (i) a measured or indicated mineral resource; or (ii) a proven or a probable mineral reserve, as contained in a National Instrument 43-101 compliant technical report applicable to the TOM property.
Each of Silver Range and Nevada Rand also retained a 1% smelter return royalty related to mineral products from commercial production from the TOM property. GGL has the right to purchase one-half of each of the royalties for a payment of US$1 per ounce of gold contained in any measured or indicated resource, or any proven or probable reserve.
(e) South Weepah Property
By agreement dated February 8, 2024, Silver Range sold the South Weepah property to GRC Nevada Inc. (a subsidiary of Fortitude Gold Corp.) for US$10,000 and a 2% net smelter return royalty interest covering the four property claims and a surrounding area of interest. The four mining claims comprising the South Weepah property are located in Esmeralda County, Nevada and were staked by Silver Range in November 2023. No work was performed on the claims prior to the sale to GRC Nevada Inc.
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(f) Bankroll Claims
By agreement dated August 26, 2024, Silver Range sold the Bankroll claims to Auburn Gold Mining LLC. for a 1% net smelter return royalty interest in all future commercial mineral production from the claims.
(g) Bottom Dollar Claims
By agreement dated August 26, 2024, Silver Range sold the Bottom Dollar claims to Born Again Prospector LLC. for a 1% net smelter return royalty interest in all future commercial mineral production from the claims.
(h) Robot Claims
By agreement dated August 26, 2024, Silver Range sold the Robot claims to Auburn Gold Mining LLC. for a 1% net smelter return royalty interest in all future commercial mineral production from the claims.
(i) Opulent Claims
By agreement dated August 26, 2024, Silver Range sold the Opulent claims to High Desert Gold Exploration, LLC. for a 1% net smelter return royalty interest in all future commercial mineral production from the claims.
PROPERTIES AVAILABLE FOR OPTION OR SALE
In addition to those properties currently under option to third parties, Silver Range has 21 other mineral properties in Nevada, Arizona, Nunavut, the Northwest Territories and Yukon Territory available for option, purchase or joint venture. Fifteen of these properties are located in the United States and six are located in Northern Canada. More comprehensive descriptions of the properties available for option or sale are available on the Silver Range website at www.silverrangeresources.com.
ROYALTY DESIGNATION AGREEMENT
On March 20, 2023, Silver Range and Altius finalized a royalty designation agreement (the "Designation Agreement") under which Altius can acquire a royalty interest in three (3) future exploration properties to be acquired by Silver Range. The exploration properties to be acquired must be located within a specific geographic area of the southwestern United States (the "Target Area").
Under the Designation Agreement, Silver Range will identify and acquire exploration properties within the Target Area. Once Silver Range has determined that an exploration property has the potential to host a mineral deposit of a designated size and the property covers an area of not less than 500 hectares, the property is designated as a "Project". Altius will then be provided with information including a geological report, related to that specific Project (each a Project Submission). Silver Range is required to make a total of seven (7) Projects Submissions to Altius.
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Once Altius has received seven Project Submissions, it will be required to select three Projects in which it will be granted a one percent (1%) net smelter return royalty interest (each a “Designated Royalty”). The obligation to make Project Submissions ceases after seven such submissions have been delivered to Altius.
Silver Range shall be free to sell, option or joint venture all exploration properties and Projects acquired in the Target Area to third parties as part of its project generator business model. Any third party property transaction within the Target Area shall be subject to a Designated Royalty or the Altius right to acquire a Designated Royalty in such property or Project.
The Designation Agreement was negotiated as part of a March 1, 2023 private placement with Altius and the right to acquire three Designated Royalties represents partial consideration to Altius for providing a shares only $500,000 financing to Silver Range. As of May 22, 2025, Silver Range had not completed sufficient exploration work within the Target Area to designate any property as a Project.
TECHNICAL REVIEW
Technical information disclosed in this MD&A has been reviewed by Michael Power, CPG, the Silver Range President and Chief Executive Officer, and a qualified person for the purposes of National Instrument 43-101.
TRANSACTIONS WITH RELATED PARTIES
1. Management
During the three months ended March 31, 2025, legal fees totalling $5,500 were incurred with a personal law corporation controlled by Glenn R. Yeadon, secretary of Silver Range, compared to $9,000 incurred during the three months ended March 31, 2024.
During the three months ended March 31, 2025, $8,000 in accounting fees were incurred with Donaldson Brohman Martin, Chartered Professional Accountants, a company where Dan Martino, the Silver Range Chief Financial Officer is a principal, compared to $8,000 incurred during the three months ended March 31, 2024.
During the three months ended March 31, 2025, consulting fees totalling of $10,500 were paid to Ian Talbot, the Silver Range Chief Operating Officer, compared to $10,500 paid during the three months ended March 31, 2024.
During the three months ended March 31, 2025, no fees for management services were paid to Drechsler Consulting Ltd., a private British Columbia corporation controlled by Richard Drechsler, the former Vice President of Communications of Silver Range, compared to $1,350 paid during the three months ended March 31, 2024. On February 21, 2024, Richard Drechsler resigned as Vice President of Corporate Communications, but continues to act as a consultant to Silver Range on an as required basis.
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During the three months ended March 31, 2025, fees for management services totaling $42,026 were paid to Grindstone Resources LLC. (“Grindstone”), a private Delaware corporation controlled by John Gilbert, the former Vice President of Silver Range, compared to $31,965 paid directly to John Gilbert as a consultant during the three months ended March 31, 2024. On March 12, 2025, John Gilbert resigned as the Vice President of Silver Range, but will continue to act as an independent consultant to Silver Range until December 31, 2025.
During the three months ended March 31, 2025, fees for geological and management services totaling $46,858 were paid or accrued to Paladin Geoscience Corp. (“Paladin”), a private Yukon corporation controlled by Michael Power, the President and Chief Executive Officer of Silver Range, compared to $44,705 paid during the three months ended March 31, 2024.
2. Archer, Cathro & Associates (1981) Limited (“Archer Cathro”)
During the three months ended March 31, 2025, $12,919 in property location, acquisition, exploration, management, office rent and administration costs were billed by Archer Cathro, compared to $9,137 billed by Archer Cathro for the three months ended March 31, 2024.
Archer Cathro is an independent geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Archer Cathro does not: (i) own any Silver Range shares or warrants; or (ii) hold any interests or royalties relating to any of Silver Range’s mineral properties. In addition to Archer Cathro, Silver Range uses third-party geological consultants for work in the Northwest Territories, Nunavut and Nevada.
RISKS AND UNCERTAINTIES
In conducting its business, Silver Range 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 Silver Range has exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Third parties may have valid claims underlying portions of Silver Range’s interests. Its claims, permits or tenures may be subject to prior unregistered agreements or transfers or to First Nations issues. Title to the claims, permits or tenures comprising Silver Range’s properties may also be affected by undetected defects or ongoing land use management studies. If a title defect exists, it is possible that Silver Range may lose all or part of its interest in the property to which such defect relates.
(b) Global Economy Risk
The impact of tariffs and other trade barriers, pandemics, significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on the Company’s business, financial
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condition and operations. The United States recently introduced broad tariffs against Canada, Mexico and China and has threatened to do so against other countries, resulting in retaliatory tariffs or the threat of retaliatory tariffs. Further, support for protectionism and rising anti-globalization sentiment in Canada, the United States and other countries may slow global growth. In particular, a protracted and wide-ranging trade conflict between the United States and various other countries, including Canada, Mexico and China, could adversely affect global economic growth. The ongoing conflicts between Russia and Ukraine and in the Middle East, including the global response to such conflicts as it relates to sanctions, trade embargos, export controls, military support and any restrictive actions in response thereto, have resulted in significant uncertainty as well as economic and supply chain disruptions, changes in commodity prices and implications in the financial markets. Should another significant viral pandemic develop or the conflicts between Russia and Ukraine or in the Middle East go on for an extended period of time or expand territorially, or should other geopolitical disputes and conflicts emerge in other regions, this could result in material adverse effects to the Company.
(d) 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.
(e) Environmental Regulations, Permits and Licenses
Silver Range’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.
Silver Range’s operations are carried out in accordance with various permits including, but not limited to, surface use, surface disturbance and water use. Permits are issued by the various territorial, state or federal governmental or municipal agencies having jurisdiction over the matter for which a permit is sought. The issuance of an applicable permit is not guaranteed and Silver Range’s operations may be delayed, suspended or prohibited from commencing if the necessary permits cannot be obtained in a timely manner or at all.
(f) Competition
The mineral exploration industry is intensely competitive in all its phases and Silver Range competes with other companies that have greater financial and technical resources. Competition could adversely affect Silver Range’s ability to acquire suitable properties or prospects in the future.
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(g) Fluctuating Metal Prices
Factors beyond the control of Silver Range have a direct effect on global metal prices, which can fluctuate widely. Consequently, the economic viability of any of Silver Range’s exploration projects and Silver Range’s ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.
(h) Future Financings
Silver Range’s continued operation is dependent upon its ability to procure additional financing. To date, Silver Range has done so through equity financing, and property options or sales.
Fluctuations of global equity markets can have a direct effect on the ability of exploration companies, including Silver Range, to finance project acquisition and development through the equity markets. There can be no assurance that funds from Silver Range’s current income 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 Silver Range to postpone exploration or development plans, forfeit rights in some or all of its properties or joint ventures, or reduce or terminate some or all of its operations.
(i) Price Volatility of Publicly Traded Securities
Global securities markets regularly experience high levels of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the common shares of Silver Range will be subject to market trends and conditions generally, notwithstanding any potential success of Silver Range in creating revenues, cash flows or earnings. The value of the common shares of Silver Range will be affected by market volatility.
MATERIAL ACCOUNTING ESTIMATES AND FINANCIAL INSTRUMENTS
Silver Range prepares its financial statements in conformity with IFRS. Silver Range lists its material accounting policies and its financial instruments in Note 2 and Note 12 respectively, to its financial statements for the year ended December 31, 2024. Of the accounting policies, Silver Range considers the following policy to be the most critical to the reader’s full understanding and evaluation of the Silver Range reported financial results.
Mineral Property Interests
The acquisition costs include the cash consideration paid and the fair value of any shares issued for mineral property interests being acquired or optioned pursuant to the terms of relevant agreements.
Proceeds received from a partial sale or option of any interest in a property are credited against the carrying value of the property. When the proceeds exceed the carrying costs the excess is recorded
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in profit or loss in the year the excess is received. When all of the interest in a property is sold, subject only to any retained royalty interests which may exist, the accumulated property costs are written off, with any gain or loss included in profit or loss in the year the transaction takes place. No initial value is assigned to any retained royalty interest. The royalty interest is subsequently assessed for value by reference to developments on the underlying mineral property.
Management reviews its mineral property interests at each reporting period for signs of impairment and annually after each exploration season taking into consideration current year exploration results, or the expectations for the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition and exploration and evaluation costs are written off to profit or loss.
Once an economically viable resource has been determined for an area and the decision to proceed with development has been approved, mineral property interests attributable to that area are first tested for impairment and then reclassified to property and equipment. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. Should a project be put into production, the costs of acquisition, exploration and evaluation will be amortized over the life of the project based on proven and probable reserves. If the carrying value of a project exceeds the higher of its fair value less costs of disposal and value in use, an impairment provision is recorded.
When Silver Range has complied with the conditions attached to a government grant, and has assurance that the grant will be received, the government grant is recorded as a reduction of the carrying amount of the mineral property interest. Silver Range records refundable mineral exploration tax credits on an accrual basis and as a reduction of the carrying value of the mineral property interest. When Silver Range is entitled to non-refundable exploration tax credits, and it is probable that they can be used to reduce future taxable income, a deferred income tax benefit is recognized.
MANAGEMENT AND BOARD OF DIRECTORS
Effective March 12, 2025, John Gilbert resigned as the Vice President of Silver Range. There were no other changes to the Silver Range board of directors or management during the three months ended March 31, 2025.
INVESTOR RELATIONS
All of the Silver Range investor relations activities are currently performed by Silver Range management.
EVENTS SUBSEQUENT TO MARCH 31, 2025
By amending agreement dated April 24, 2025, the IPO completion date as set out in the Skylight property option agreement with Rush was extended from April 30, 2025 to June 30, 2025. See "Active Property Transactions" for additional information.
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SHARE CAPITAL
The authorized share capital of Silver Range consists of an unlimited number of common shares. As of May 22, 2025, there were 98,126,884 issued and outstanding common shares.
Stock Options
As of May 22, 2025, Silver Range had outstanding stock options as set out in the following table:
| Number of Options Outstanding | Price | Expiry Date |
|---|---|---|
| 100,000 | $0.19 | September 2, 2025 |
| 100,000 | $0.24 | November 5, 2025 |
| 300,000 | $0.21 | July 11, 2026 |
| 4,155,000 | $0.13 | December 6, 2026 |
| 620,000 | $0.14 | February 22, 2027 |
| 250,000 | $0.14 | May 11, 2028 |
| 3,740,000 | $0.08 | November 28, 2029 |
| 9,265,000 |
Warrants
As of May 22, 2025, Silver Range had outstanding common share purchase warrants as set out in the following table:
| Number of Warrants Outstanding | Price | Expiry Date |
|---|---|---|
| 825,000 | $0.15 | October 10, 2025 |
| 500,000 | $0.15 | January 12, 2026 |
| 2,991,005 | $0.16 | July 12, 2026 |
| 4,316,005 |
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SILVER RANGE RESOURCES LTD.
510 – 1100 Melville Street
Vancouver, B.C. V6E 4A6
Tel: 604-687-2522
Trading Symbol: TSX-V: SNG
www.silverrangeresources.com
CORPORATE INFORMATION
Michael Power, Whitehorse, Y.T.
President, Chief Executive Officer and Director
W. Douglas Eaton, North Vancouver, B.C.
Tim Termuende, Cranbrook, B.C.
Bruce A. Youngman, Powell River, B.C.
Elizabeth Wallinger, Gabriola, B.C.
Steve Kenwood, White Rock, B.C.
Glenn R. Yeadon, Vancouver, B.C.
Dan Martino, Coquitlam, B.C.
Ian J. Talbot, North Vancouver, B.C.
Director
Independent Director
Independent Director
Independent Director
Independent Director
Secretary
Chief Financial Officer
Chief Operating Officer
Registered Office
1710 - 1177 West Hastings Street
Vancouver, B.C. V6E 2L3
Transfer Agent
Computershare Investor Services Inc.
3rd Floor - 510 Burrard
Vancouver, B.C. V6C 3B9
Auditors
Baker Tilly WM LLP
900 – 400 Burrard Street
Vancouver, B.C.
V6C 3B7