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Silverco Mining — Management Reports 2026
Jan 28, 2026
48054_rns_2026-01-27_a5e2422a-a394-4f87-87e5-53f2ce5034ae.pdf
Management Reports
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Gourmet Ocean Products Inc. – Management Discussion and Analysis
Gourmet Ocean Products Inc.
Management Discussion and Analysis
For the Year Ended September 30, 2025
January 27, 2026
Gourmet Ocean Products Inc. – Management Discussion and Analysis
The following Management Discussion and Analysis ("MD&A") of Gourmet Ocean Products Inc. ("Gourmet" or the "Company") provides a discussion and analysis of the financial condition and performance and the results of operations to enable a reader to assess material changes in the financial position and results of operations as at and for the years ended September 30, 2025 and 2024. This discussion and analysis should be read in conjunction with the audited financial statements and the notes thereto for the years ended September 30, 2025 and 2024.
These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Except where otherwise indicated, all financial information reflected herein is expressed in Canadian dollars.
This MD&A is the responsibility of management. The Board of Directors carries out its responsibility for the review of this disclosure directly and through its audit committee. The audit committee reviews and approves this disclosure prior to its publication, pursuant to the authority delegated to it by the Board of Directors.
This MD&A contains forward-looking information within the meaning of Canadian securities legislation (see "Forward Looking Information" below for a full discussion on the nature of forward-looking information). Information regarding the adequacy of cash resources to carry out the Company's operations or the need for future financing is forward-looking information. All forward-looking information, including information not specifically identified herein, is made subject to cautionary language at the end of this document. Readers are advised to refer to the cautionary language included at the end of this MD&A when reading any forward-looking information. The MD&A is prepared in accordance with NI 51-102F1 and has been approved by the Company's board of directors (the "Board of Directors" or the "Board") prior to its release.
This report is dated as of January 27, 2026. Readers are encouraged to read the Company's other public filings, which can be viewed on the SEDAR website (www.sedarplus.ca).
Gourmet commenced trading on February 25, 2014 as a Tier 2 Technology/Industrial issuer on the TSX Venture Exchange ("TSXV"). The trading symbol of the Company is ("GOP.V"). Effective on the opening of December 11, 2018, the Company's listing transferred to NEX and the Company's Tier classification changed from Tier 2 to NEX. The trading symbol for the Company changed from GOP.V to GOP.H. There was no change in the Company's name, no change to its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
At January 27, 2026, Gourmet has 125,068,733 common shares outstanding.
Nature of Business and Overall Performance
Overview of Our Business
Gourmet was incorporated under the Business Corporations Act (British Columbia) on July 8, 2008. Its registered office is located at #1250, 639 - 5th Avenue S.W., Calgary, Alberta, T2P 0M9. The Company's common shares were trading as a Tier 2 Industrial Issuer on the TSX-V under the
Gourmet Ocean Products Inc. – Management Discussion and Analysis
symbol “GOP”. The Company does not have any business and is actively looking for a new business.
Corporate Update
On December 5, 2018 the Company completed the sale of its operating subsidiary, Wen Lian Aquaculture Co. Ltd. The closing of this transaction represented the sale of all operating assets and business of the Company.
There was no change of control upon completion of the Transaction. The Company is currently seeking a new business opportunity that is expected to lead to better prospects for the Company and build value for its shareholders. No business opportunity has yet been selected by the Company and no agreements have been entered into regarding any acquisition of any new business opportunities for the Company.
Mr. Guonan Qiu loaned (the “Loan”) the Company a total of $624,051 as of September 30, 2025, pursuant to a loan agreement. This Loan was used by the Company for future expenses, including operating costs, transaction costs and legal fees. The Loan is non-interest bearing. The Loan will mature on or before the completion of a transaction whereby Mr. Guonan Qiu would no longer be the controlling shareholder of the Company as a result of the sale of all or part of his shares in a transaction that would require approval by the Board of the Company.
Transfer and New Addition to NEX, Symbol Change
The Company conducted all past business through Wen Lian and, in accordance with TSX Venture Policy 2.5, the Company had not maintained the minimum listing requirements for a TSX Venture Tier 2 company. Therefore, effective at the opening on Tuesday, December 11, 2018, the Company's listing transferred to NEX, the Company's Tier classification changed from Tier 2 to NEX, and the Filing and Service Office changed from Vancouver to NEX.
The Company is classified as a "Food Manufacturing and Food Distribution" company.
Selected Annual Financial Data
The following chart summarizes selected annual financial information:
| Year Ended September 30, 2024 | Year Ended September 30, 2024 | Year Ended September 30, 2023 | |
|---|---|---|---|
| Balance Sheet: | |||
| Total assets | 6,148 | 10,113 | 4,761 |
| Total long-term liabilities | - | - | - |
| Operation: | |||
| Total Revenue | - | - | - |
| Net loss | (88,249) | (99,657) | (80,469) |
| Basic and diluted income (loss) per share | (0.00) | (0.00) | (0.00) |
| Dividend per share | (0.00) | (0.00) | (0.00) |
Gourmet Ocean Products Inc. – Management Discussion and Analysis
Overall performance
Summary of Quarterly Financial Information
The following selected quarterly financial information is derived from our unaudited condensed interim consolidated financial statements.
| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
|---|---|---|---|---|---|---|---|---|
| Sep-30 | Jun-30 | Mar-31 | Dec-31 | Sep-30 | Jun-30 | Mar-31 | Dec-31 | |
| Operating expenses | 26,413 | 16,368 | 19,972 | 25,496 | 38,154 | 19,455 | 22,860 | 19,188 |
| Loss | (26,413) | (16,368) | (19,972) | (25,496) | (38,154) | (19,455) | (22,860) | (19,188) |
| Loss per share - basic and diluted | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) |
| Weighted average number of shares | ||||||||
| Basic and diluted | 125,068,733 | 125,068,733 | 125,068,733 | 125,068,733 | 125,068,733 | 125,068,733 | 125,068,733 | 125,068,733 |
Results of Operations
Expenses
| Three Months Ended | ||||
|---|---|---|---|---|
| September 30, 2025 (Unaudited) | September 30, 2024 (Unaudited) | Year Ended September 30, 2025 (Audited) | Year Ended September 30, 2024 (Audited) | |
| $ | $ | $ | $ | |
| General and administrative expenses | 26,413 | 38,154 | 88,249 | 99,657 |
| Total Expenses | 26,413 | 38,154 | 88,249 | 99,657 |
General and administrative expenses for the three months ended September 30, 2025 was $26,413, a decrease of $11,741 from $38,154 for the same period ended September 30, 2024. General and administrative expenses for the year ended September 30, 2025 were $88,249; a decrease of $11,408 from $99,657 for the same period ended September 30, 2024.
The decrease of $11,741 in general and administrative expenses for the three months ended September 30, 2025 compared with the same period of last year was primarily due to a $3,000 decrease in director fee, a $4,266 decrease in office expenses, and a $4,440 decrease in professional fees.
The decrease of $11,408 in general and administrative expenses for the year ended September 30, 2025 was primarily due to a $9,000 decrease in director fees, a $4,204 decrease in office expenses, offset by a $1,760 increase in professional fees.
Current Income Taxes
For the year ended September 30, 2025 and 2024, total current income taxes were $nil.
Gourmet Ocean Products Inc. – Management Discussion and Analysis
Net loss
Net loss for the three months ended September 30, 2025 was $26,413, compared to a net loss of $38,154 in the same period last year. Net loss for the year ended September 30, 2025 was $88,249, compared to a net loss of $99,657 in the same period last year.
Liquidity and Capital Resources
During the year ended September 30, 2025, Cash used in operating activities was $74,637 compared to cash outflows of $69,840 used in operating activities during the year ended September 30, 2024.
Cash provided by financing activities was $70,000 during the year ended September 30, 2025 compared to $75,000 during the same time period of last year.
The largest shareholder of the Company, Mr. Guonan Qiu, loaned the Company $624,051, pursuant to a loan agreement. This loan is to be used by the Company for its future expenses, including operating costs, transaction costs and legal fees. The Loan is non-interest bearing. The Loan will mature on or before the completion of a transaction whereby Mr. Guonan Qiu is no longer the controlling shareholder of the Company as a result of the sale of all or part of his shares in a transaction that has been approved by the Board of the Company.
Working Capital
Working capital was negative $730,050 as of September 30, 2025, representing an increase of $88,249 compared to negative $641,801 as of September 30, 2024. This increase was primarily attributable to the increase in liabilities.
Off-Balance-Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of its operations or financial condition including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
RELATED PARTY BALANCES AND TRANSACTIONS
Related party balances
There is a $624,051 shareholder loan balance payable to Guonan Qiu. The Loan is non-interest bearing. The Loan will mature on or before the completion of a transaction whereby Mr. Guonan Qiu would be no longer the controlling shareholder of the Company as a result of the sale of all or part of his shares in a transaction that would be approved by the Board of the Company.
These balances are unsecured, non-interest bearing and have no fixed terms of repayment.
Gourmet Ocean Products Inc. – Management Discussion and Analysis
Related party transactions
a) The Company has identified its directors and senior officers as its key management personnel. No post-employment benefits, other long-term benefits or termination benefits were made during the years ended September 30, 2025 and 2024. Short-term key management compensation consists of the following:
| Year Ended September 30, 2025 | Year Ended September 30, 2024 | |
|---|---|---|
| $ | $ | |
| Consulting fees | 56,400 | 56,400 |
| Director fees | 3,000 | 12,000 |
| 59,400 | 68,400 |
Included in account payable and accrued liabilities is $56,060 (2024 - $47,560) owing to the CEO, $36,335 (2024 - $27,190) to the CFO, and $2,500 (2024 - $5,500) to a director.
Outstanding Share Data
The Company has authorized an unlimited number of common voting shares without par value. The following table summarizes the maximum number of ordinary shares issued and allotted as at September 30, 2025, September 30, 2024 and as of the date of this MD&A if all outstanding options and warrants were converted to shares:
| January 27, 2026 | September 30, 2025 | September 30, 2024 | |
|---|---|---|---|
| Issued and allotted shares | 125,068,733 | 125,068,733 | 125,068,733 |
| Stock options | - | - | - |
| Fully diluted shares | 125,068,733 | 125,068,733 | 125,068,733 |
Critical Accounting Estimates
This MD&A should be read in conjunction with the audited financial statements and related notes as at and for the year ended September 30, 2025 and 2024 and the notes thereto. Those financial statements outline the accounting principles and policies used to prepare the Company's financial statements. Accounting policies are critical if they rely on a substantial amount of judgment in their application or if they result from a choice between accounting alternatives and that choice has a material impact on reported results or financial position.
Changes in Accounting Standards and Standards Not Yet Adopted
The Company adopted the following amendments to accounting standards, which are effective for annual reporting periods beginning on or after January 1, 2023:
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) – the amendments require that an entity discloses its material accounting policies, instead of its
Gourmet Ocean Products Inc. – Management Discussion and Analysis
significant accounting policies. Further amendments explain how an entity can identify a material accounting policy.
The amendment was applied effective October 1, 2023 and did not have a material impact on the Company's financial statements.
Definition of Accounting Estimates (Amendments to IAS 8) – the amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error
The amendment was applied effective October 1, 2023 and did not have a material impact on the Company's financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements – IFRS 18 will replace IAS 1, Presentation of Financial Statements which aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date.
The Company is not yet able to determine the impact to the financial statements from the adoption of this standard.
Certain pronouncements were issued by the IASB but are not yet effective as at September 30, 2025. The Company intends to adopt these standards when they become effective but does not expect these amendments to have a material effect on the financial statements of the Company.
Financial and Other Instruments
Fair values
The Company’s financial instruments include cash, receivables, accounts payable and accrued liabilities, and a shareholder loan. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature.
Gourmet Ocean Products Inc. – Management Discussion and Analysis
The following table summarizes the carrying values of the Company’s financial instruments:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Cash | 659 | 5,296 |
| Receivables | 5,489 | 4,817 |
| Other financial liabilities (i) | 736,198 | 651,914 |
(i) Accounts payable and accrued liabilities and shareholder loan
The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy as follows:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and;
- Level 3 – Inputs that are not based on observable market data.
Interest Rate and Credit Risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. Management evaluates credit risk on an ongoing basis and monitors activities related to amounts receivable including the amounts of counterparty concentrations. The primary sources of credit risk for the Company arise from its financial assets consisting of cash and amounts receivable. The carrying value of these financial assets represents the Company’s maximum exposure to credit risk. To minimize credit risk the Company only holds its cash with Canadian financial institutions. The Company’s receivable consists of amounts due from the Canadian government. Management is of the view that these amounts are fully collectible.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. The Company’s functional currency is the Canadian dollar. All financial instruments are denominated in Canadian dollars. In management’s opinion there is no significant foreign exchange risk to the Company.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its amounts receivable in a timely manner and by maintaining sufficient cash on hand through equity financing and bank loans.
Gourmet Ocean Products Inc. – Management Discussion and Analysis
The following are the contractual maturities of financial liabilities:
| September 30, 2025 | Carrying Amount | Contractual Cash Flows | Within 1 year | Within 2 years | Within 3 years |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 112,147 | 112,147 | 112,147 | - | - |
| Shareholder loan | 624,051 | 624,051 | 624,051 | - | - |
| Total | 736,198 | 736,198 | 736,198 | - | - |
| September 30, 2024 | Carrying Amount | Contractual Cash Flows | Within 1 year | Within 2 years | Within 3 years |
| $ | $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 97,863 | 97,863 | 97,863 | - | - |
| Shareholder loan | 554,051 | 554,051 | 554,051 | - | - |
| Total | 651,914 | 651,914 | 651,914 | - | - |
Capital management:
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and to provide an adequate return to shareholders through expansion correspondingly to the level of risk. The Company considers its capital structure to include working capital and shareholders’ equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions.
To maintain or adjust the capital structure, the Company may issue new equity if available on favorable terms. The Company’s investment policy is to hold cash in interest bearing bank accounts and highly liquid short-term interest-bearing investments with maturities of one year or less which can be liquidated at any time without penalties.
The Company is not subject to externally imposed capital requirements. There has been no change in the Company’s approach to capital management during the year ended September 30, 2025.
Risk Factors
The Company successfully completed its sale of its wholly owned subsidiary Wen Lian. Following the completion of the sale of Wen Lian, the Company does not have any business and is actively looking for a new business.
Due to the nature of Gourmet’s business and present stage of development, Gourmet is subject to significant risks. Risk factors relating to Gourmet include, but are not limited to the following:
Regulatory Requirements
The Company’s current and future operations are and may be governed by laws and regulations governing their respective industries. Failure to comply with applicable laws, regulations, licensing, and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or
Gourmet Ocean Products Inc. – Management Discussion and Analysis
remedial actions. The Company currently operates its business in a regulated industry and is also regulated by the Exchange and various governmental bodies. There can be no assurances that the Company may not be negatively affected by changes in Canadian, British Columbian or other legislation, or by any decisions or orders of any governmental or administrative body or applicable regulatory authority.
Reliance on management and dependence on key personnel
The success of the Company will be largely dependent upon the performance, continued support, and involvement of its directors and officers to manage and develop its business and operations, and the ability to attract and retain key personnel. The loss or unavailability of the services of these persons, even for a short period of time, may have a material adverse effect on the Company's business, operations, financial performance, and prospects.
The Company's operations rely on its personnel's technical expertise that govern and will govern day to day operations. A failure in such expertise over a short period of time could adversely affect the operations and profitability of the Company.
Cautionary Note Regarding Forward Looking Statements
This MD&A contains forward-looking statements that reflect Gourmet's expectations regarding the future growth, results of operation, performance, business prospects and opportunities. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. Such forward looking statements reflect Gourmet's current beliefs and are based on information currently available to us.
A variety of inherent risks, uncertainties and factors, many of which are beyond Gourmet's control, affect the operations, performance and results of Gourmet and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. Some of these risks, uncertainties and factors include the impact or unanticipated impact of: changes in debt and equity markets, increases in costs, environmental compliance and changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations; capital expenditure requirements and capital resources. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, assumptions about the following: the availability of financing for the Company's activities; capital and operating costs.
Although the forward-looking statements contained in this MD&A are based on what Gourmet believes to be reasonable assumptions, Gourmet cannot assure readers that actual results will be consistent with these forward-looking statements and Gourmet undertakes no obligation to update such statements except as expressly required by law. Readers are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements made in this MD&A describe our expectations as at January 27, 2026.
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Gourmet Ocean Products Inc. – Management Discussion and Analysis
For a description of material factors that could cause our actual results to differ materially from the forward looking statements in this MD&A, please see the Risk Factors section.
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.sedarplus.com.
On behalf of the Board of Directors,
"Peter Hughes"
Peter Hughes
CEO and Director
January 27, 2026