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Stinger Resources Inc. Management Reports 2023

Apr 18, 2023

48042_rns_2023-04-17_2160b8af-6ee5-4e4b-a304-79c6a57da75c.pdf

Management Reports

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

This Management's Discussion and Analysis (“MD&A”) provides a discussion on the financial and operating results of Stinger Resources Inc. (“Stinger” or the “Company”) for the year ended December 31, 2022 (the “fourth quarter 2022” and “year ended 2022”) and compares the results with the year ended December 31, 2021(the “fourth quarter 2021” and “year ended 2021”). In order to gain a more complete understanding of the Company’s financial condition and results of operations, this MD&A should be read in conjunction with the December 31, 2022 audited consolidated financial statements and accompanying notes as well as the December 31, 2021, audited consolidated financial statements and accompanying notes which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and filed with the appropriate provincial regulatory bodies. The Company regularly discloses additional information through press releases and financial statements available on the Company’s website at www.stingerresources.com and on SEDAR at www.sedar.com.

This MD&A was prepared as of April 17, 2023 (the “Report Date”).

All monetary amounts are expressed in Canadian dollars, unless otherwise noted.

1. Business Overview

Stinger’s business purpose is to acquire and explore mineral properties, principally for precious metal deposits. The Company was incorporated and commenced operations in British Columbia pursuant to the Companies Act (British Columbia) on September 22, 2020.

The Company carries on exploration on mineral properties and has not yet determined whether these properties contain economically viable mineral deposits. The Company holds interests in properties located in various regions of British Columbia in Canada. Stinger has no producing properties and no earnings. These properties are presented below under "Exploration projects". The Company concentrates its efforts towards precious metals, with a specific interest in properties containing gold and silver. The Company’s common shares are traded on the TSX Venture Exchange ("TSXV") under the symbol AMK.

The Company was formed for the primary purpose of completing a Plan of Arrangement with the Company’s parent company, American Creek Resources Ltd. (“American Creek”). On February 25, 2021, the plan of arrangement Spin-out transaction (“Spin-out”) was completed by the Company. Further details of the plan of arrangement can be found in note 16 of the December 31, 2022 audited consolidated financial statements as well as section 5 of this document.

2. Exploration Projects

All Stinger’s exploration projects are located in British Columbia, Canada.

During the year ended 2022, exploration expenditures included in exploration and evaluation assets were $80,491. These expenditures were related to acquisition costs related to new agreements negotiated on the Ample Goldmax, Silverside and Glitter King properties as well as prospecting

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

and sampling programs on each of the properties in order to gain information in order to plan potential future diamond drill programs.

On February 25, 2021, the Company completed the plan of arrangement with American Creek in which it acquired the Gold Hill, the Dunwell, the Ample Goldmax, the Glitter King, the Silverside and the D-1 McBride properties. Pursuant to the purchase and sale agreement agreed to in the Spinout American Creek was reimbursed for the acquisition costs and the exploration expenditures up to the completion date of the plan of arrangement.

A detailed schedule of costs, capitalized on the Company’s balance sheet by property name, can be referenced in note 8 of the December 31, 2022 audited financial statements. Additional details of the exploration progress for properties of interest now owned by the Company is provided on the Company’s website (www.stingerresources.com) and below:

Dunwell Property (100% owned)

The Dunwell property is located approximately 7km from Stewart, British Columbia and includes the historic Dunwell Mine Property claims. The contiguous land position spans some 1,560 hectares covering a significant portion of the rich Portland Canal Fissure Zone.

Exploration costs were expended in the amount of $nil for 2022 and $748,416 for the year ended 2021. There was also a cost adjustment to the exploration amounts for Dunwell reversing $2,388 from the total for the year ended 2022.

Gold Hill Project (100% owned)

The 100% owned Gold Hill property covers approximately 836 hectares and is located along the western edge of the Kimberly Gold Trend in the Fort Steele Mining Division near Cranbrook, BC. The property contains a significant portion of the Boulder Creek drainage, a headwater tributary of the Wild Horse River, considered to be one of the greatest gold rivers in the entire province. Gold rushes have taken place there since the 1860’s that have yielded 48 tonnes of reported gold, making it Canada’s 4th largest placer producer. The majority of the gold recovered from the Wild Horse was located along a 6 km stretch between Boulder Creek (upstream) and Brewery Creek (downstream). Early efforts by Cominco and others to locate the source of the Wild Horse placer gold led explorers up Boulder Creek to what is now called the Gold Hill property.

During the year ended 2022 and year ended 2021, no exploration costs were incurred.

Ample Goldmax Property

The Ample Goldmax property package spans 1,044 hectares and is located approximately 8 km west of Lillooet, BC. The property demonstrates an excellent exploration target in the search for an economic deposit of gold with associated silver and copper. The property is being acquired through a three-year option agreement. (See current payment terms in the December 31, 2022 audited financial statements and in section 9 below. Payment terms under a new agreement were renegotiated on August 1, 2022.)

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

During the year ended 2022, exploration costs in the amount of $42,119 were incurred and a cash payment of $10,000 (2021 - $17,500) was made under option agreements. (Payment terms under a new agreement were renegotiated on August 1, 2022 and are stated in section 9 below).

Other Properties, British Columbia, Canada

The Glitter King Property is located on the eastern side of Pitt Island approximately 90 km south of Prince Rupert, BC. The property is part of the southern extension of the Alexander Terrane which is host to numerous significant massive sulphide deposits with copper, gold, silver, lead and zinc. The property is being acquired through a three-year option agreement (See payment terms in the December 31, 2022 audited financial statements and below. Payment terms under a new agreement were renegotiated on August 1, 2022.)

The Silver Side Property is located in the Kamloops mining division approximately 20 km north of Clearwater, BC and approximately 50 km west of Imperial Metal’s Ruddock Creek lead/zinc deposit. Past exploration work on the property resulted in showings of very high-grade silver, lead and zinc. The property is being acquired through a three-year option agreement (See payment terms in the December 31, 2022 audited financial statements and below. Payment terms under a new agreement were renegotiated on August 1, 2022.)

During the year ended 2022, total exploration costs on the two properties were $20,760 (2021 - $Nil) and a cash payment of $5,000 (2021 - $22,500) per property was made under option agreements.

3. Results of Operations

The financial information in this MD&A has been prepared using accounting policies consistent with IFRS.

Year ended December 31, 2022

Year Ended: Dec. Dec. Dec.
31 31 31
Year: 2022 2021 2020
$ $ $
Revenue $Nil $Nil $Nil
Net income (loss) (000s) (2,567) (2,322) $Nil
Loss per share – basic and
dilutive 0.06 0.06 0
Total assets (000s) 8,970 11,578 $Nil
Total current and non-
current financial liabilities 69 107 Nil
(000s)
Cash dividends $Nil $Nil $Nil

The Company’s net loss for the year ended December 31, 2022 was $2,567,080 or $0.06 per common share as compared to $2,322,430 or $0.06 per common share for the year ended 2021.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

Significant variances as compared to the previous year 2021 are outlined below:

  • Business development and property investigation costs increased by $52,149 due to increased efforts to review potential property acquisitions and prepare exploration plans that ultimately were postponed, increased insurance costs for building and equipment and liability as well as increased property and equipment maintenance.

  • Depreciation on fixed assets increased by $15,037 due to purchases of equipment in 2022 and a full year of depreciation on exploration equipment purchased in 2021.

  • Filing and transfer agent fees increased by $29,103 as the Company finalized the process to be listed on the OTC Markets Exchange in the United States in addition to ongoing costs related to listing on the TSX-V.

  • Office and administration costs increased by $13,610 for office operational costs including office rent and contract work not in place as of the previous year.

  • Professional fees increased by $5,600 due to increased audit fee and legal costs.

  • Stock-based compensation calculated using the Black Scholes pricing method in the amount of $191,109 was recorded for options issued in 2021.

  • A loss on the value of marketable securities obtained as part of the spin out transaction was recognized in 2022 in the amount of $1,1,498,534 (2021 - $1,498,533).

  • An impairment was recorded on exploration and evaluation assets in 2022 in the amount of $6,513.

4. Summary of Quarterly Results

The following table summarizes information derived from the Company’s financial statements for the eight most recent fiscal quarters.

Quarter Ended: Dec. Sep. Jun. Mar. Dec. Sep. Jun. Mar.
31 30 30 31 30 30 30 31
Year: 2022 2022 2022 2022 2021 2021 2021 2021
Net sales or total revenue
(000s) $Nil $Nil $Nil $Nil $Nil $Nil $Nil $Nil
Total Assets (000s) $8,970 $9,226 $10,026 $11,126 $11,578 $11,889 $9,540 $10,793
Net loss (income):
(i) in total (000s) $325 $723 $1,104 $415 $415 $417 $1,136 $354
(ii) per share(1) $0.01 $0.01 $0.02 $0.01 $0.01 $0.01 $0.02 $0.02

(1) Fully diluted loss per share amounts have not been calculated as they would be anti-dilutive.

While the information set out in the foregoing table is mandated by National Instrument 51-102, it is Management’s view that the variations in financial results that occur from quarter to quarter are not particularly helpful in analyzing the Company’s performance. It is in the nature of the business of junior exploration companies that unless they sell a mineral interest for a sum greater than the costs incurred in acquiring such interest, they have no significant net sales or total revenue. Because the majority of such companies’ expenditures consist of exploration costs that are capitalized, their quarterly losses usually result from costs that are of a general and administrative nature. In addition, the Company incorporated on September 22, 2020 and has limited history of operations to compare.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

Like most other companies in the mineral exploration sector, the Company anticipates that significant variances in the Company’s reported loss from quarter to quarter will most commonly arise from factors that are difficult to anticipate in advance or to predict from past results. They are as follows: (i) decisions to write off deferred exploration costs when management concludes there has been an impairment in the carrying value of a mineral property, or the property is abandoned, and (ii) the granting of incentive stock options, which results in the recording of amounts for stock-based compensation expense that can be quite large in relation to other general and administrative expenses incurred in any given quarter. A third factor that can have a major influence on quarterly results of junior exploration companies that finance a portion of their activities through the issuance of flow-through shares is the renunciation of qualifying Canadian Exploration Expenses to the investors who purchased the flow-through shares.

Stinger is in the mineral exploration business and has not generated any sales or revenues since its formation in 2020. Consequently, the Company has and will likely experience operating losses from quarter to quarter. These losses include expenditures on general and administrative activities, advertising and promotion, and depreciation of investments in property and equipment, all of which result from the Company’s ongoing exploration activities. Superimposed on regular quarterly operating costs are (a) the write-offs of deferred exploration costs when property values are considered impaired or claims are abandoned for failing to meet the Company’s criteria for continued capitalization, (b) the recording of stock-based compensation expense associated with the granting of incentive stock options and, (c) renunciation of qualified Canadian exploration expenses to investors who have purchased the Company’s offerings of flow-through shares resulting in income tax recovery.

5. Plan of Arrangement Spin-out transaction

On February 25, 2021, a plan of arrangement Spin-out transaction was completed by the Company. The amended and restated arrangement agreement dated October 2, 2020, entered into between American Creek Resources Ltd. (“American Creek”) and Stinger (a wholly owned subsidiary of the American Creek), was approved by the shareholders of American Creek on December 3, 2020, by a Final Order granted by the Supreme Court of British Columbia on December 7, 2020, in accordance with Part 9 of the Business Corporations Act (British Columbia), and accepted by the TSX Venture Exchange.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

The carrying values of the net assets transferred and acquired in consideration for 45,000,389 common shares of the Company pursuant to the Plan of Arrangement consisted of the following:

$
Assets Acquired:
Cash 2,500,000
Exploration and evaluation assets (Dunwell Property, Gold Hill Property, D1
McBride Property and optioned interests in Silverside Property,
Ample Goldmax Property, Glitter King Property) (note 8) 3,251,885
Property and Equipment (note 7) 496,602
Marketable securities (1,400,499 common shares Tudor Gold Corp.) (note 8) 4,453,587
Total assets assumed 10,702,074

As part of the Plan of Arrangement, stock options and warrants outstanding in American Creek are exercisable into 0.11973 common share of the Company and one common share of American Creek. Upon exercise, the Company must issue common shares to the option holders and American Creek must pay 80% of the proceeds calculated based on the exchange ratio of 0.11973. 4,636,030 warrants were exercised in American Creek subsequent to closing of the Plan of Arrangement and $2,896,439 of the total proceeds received of $3,479,727 was allocated to the American Creek.

Pursuant to the Arrangement Agreement:

  • a) The Company transferred the following assets to Stinger in consideration for 45,000,389 common shares of Stinger (the "Stinger Shares"):

  • i) the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D1 McBride Property;

  • ii) optioned interests in the 3 mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property;

  • iii) 1,400,499 common shares of Tudor Gold Corp;

  • iv) $2,500,000 cash;

  • v) the right to receive additional cash in the event previously issued share purchase warrants of the Company are exercised after the Effective Date;

  • vi) the real property located at #92 - 2nd Avenue West, Cardston, Alberta, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and

vii) vehicles, an assortment of exploration equipment.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

  • b) the existing common shares of the Company were re-designated as Class A Shares (the "AMK Class A Shares") and the Company created a new class of common shares known as the "New AMK Common Shares";

  • c) each AMK Class A Share was exchanged for one New AMK Common Share and 0.11973 of one Stinger Share;

  • d) the AMK Class A Shares were cancelled;

  • e) all outstanding of the Company warrants were adjusted to allow holders to acquire, upon exercise, one New AMK Common Share and 0.11973 of one Stinger Share, such that an aggregate of 4,636,030 Stinger Shares may be issued if all outstanding warrants are exercised;

  • f) all holders of the outstanding of the Company options received 0.11973 of one Stinger option with whole option entitling the holder therefore to purchase one Stinger Share, such that an aggregate of 3,782,213 Stinger Shares may be issued if all such options are exercised;

  • g) Stinger became a reporting issuer in British Columbia, Alberta, Saskatchewan and Ontario; and

  • h) The Company retained its interests in the Treaty Creek Property and the AustruckBonanza Property and approximately $2 million cash for working capital and remains listed on the TSXV and continues to trade under the trading symbol "AMK" as a junior exploration company.

6. Liquidity and Capital Resources

The Company’s cash and working capital positions at the dates indicated were as follows:

Cash
Working capital
December 31
2022
$
1,663,918
3,207,424
December 31
2021
$
3,014,250
6,005,603

During the year ended 2022, the company did not raise capital through equity. Current working capital is sufficient for operations in the coming year. As exploration plans are finalized for 2023 the company may require additional capital to fund the exploration programs.

During the year 2021, as per the plan of arrangement, the Company received $2,500,000 in cash as well as marketable securities valued at $4,453,587 at the time of transfer. Additionally, during the year ended 2021, common share purchase warrants were exercised and stock was issued for cash proceeds of $2,896,438 and common share purchase options under the Company’s option incentive

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

plan were exercised for $566.

The Company is currently well funded and does not anticipate the need to acquire additional funding to continue operations or investigate existing and future exploration and evaluation opportunities in the current year.

The Company’s properties are in good standing.

The Company does not use financial derivatives.

The Company has not entered into any off balance-sheet financing arrangements.

7. Going Concern

These financial statements have been prepared using International Financial Reporting Standards (“IFRS”) as they apply to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. The Company is in the exploration stage and has not generated revenue from operations. The Company generated a net loss of $2,567,080 during the year ended December 31, 2022 (2021 – $2,322,430), generated negative cash flows from operating activities of $996,988 (2021 – $600,808) and, as of that date the Company’s deficit was $4,889,510 (2021 – $2,322,430) and working capital was $3,207,424 (2021 – $6,005,603). As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. These factors indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

In recognition of these circumstances, management is pursuing various financial alternatives to fund the Company’s exploration and development programs, including private placements, property dispositions and settling payables for shares, so it can continue as a going concern. There is no assurance that these initiatives will be successful.

8. Transactions with Related Parties

During year ended December 31, 2022, the Company incurred the following related party transactions:

  • a) Incurred management fees in the amount of $340,000 (2021 - $180,000) to companies controlled by the Company’s Chief Executive Officer.

  • b) Incurred management fees in the amount of $280,000 (2021 - $135,000) to companies controlled by the Company’s Chief Financial Officer.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

For the year ended December 31, 2022, the total remuneration of key management personnel was $620,000 (2021 - $315,000) of management fees and $nil (2021 - $191,109) of stock-based compensation.

9. Commitments

Mineral Property Acquisitions

The Company acquired the Ample Goldmax Property, the Glitter King Property and the Silverside Property subject to option agreements pursuant to the plan of arrangement and assumed the obligations under those agreements. There were obligations under those inherited agreements that had not been met, however, the agreements were renegotiated and the revised payment terms and commitments are as follows:

Ample Goldmax Property

Year 1 - $10,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2- Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024.

Year 3- $30,000 cash payment on or before August 1, 2024.

The optionor will also retain a 25% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

Glitter King Property

Year 1 - $5,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2- Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024.

Year 3- $30,000 cash payment on or before August 1, 2024.

The optionor will also retain a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

Silverside Property

Year 1 - $5,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2- Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

Year 3- $30,000 cash payment on or before August 1, 2024.

The optionor will also retain a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

All cash payments, share payments and work commitment amounts in each of the agreements may be accelerated at the Company’s discretion.

10. Risk Factors Relating to the Company's Business

Resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by the Company in the exploration of properties will result in discoveries of commercial quantities of minerals. Exploration for mineral deposits involves risks which even a combination of professional evaluation and management experience may not eliminate. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property. Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance the Company has, or will have, commercially viable ore bodies. There is no assurance that the Company will be able to arrange sufficient financing to bring ore bodies into production. The following are some of the risks to the Company, recognizing that it may be exposed to other additional risks from time to time

  • Lack of revenues and no assurance of profitability

  • Dependence on key management personnel

  • Reliance on availability and performance of independent contractors

  • Challenges by other unknown parties to property title

  • Environmental issues

  • Federal and provincial political risk

  • Commodity price risk

  • Financial markets

The Company is diligent in minimizing exposure to business risk, but by the nature of its activities and size, will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described on forward-looking statements.

11. Outlook

The Company is also optimistic that as commodity prices show renewed strength in volatile capital markets that investor interest is being revived towards exploration companies. This will be especially true for those who hold prospective properties in favorable locations and that have experienced and competent management. Current market conditions also remain somewhat favorable for companies like Stinger to accumulate quality exploration projects that have been undervalued due to the industry’s difficulty in raising capital. The Company continues to look for these types of projects, where possible, to supplement its existing portfolio. As market conditions improve, greater emphasis will be placed on further exploration of the most promising properties within the Company’s portfolio where possible.

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STINGER RESOURCES INC. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F For the year ended December 31, 2022

12. Securities Outstanding at the Report Date

The Company had 49,647,743 common shares and 4,159,493 stock options outstanding at the Report Date. Options are exercisable at between $0.05 and $0.20 per share and expire between March 10, 2025 and March 18, 2031. If all options were to be exercised, the Company would have 53,807,236 common shares issued and outstanding.

Forward-looking information

Certain information contained in this document constitutes forward-looking statements regarding the Corporation’s mineral properties. Forward looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate" or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the reasonable opinions and estimates of management of Stinger and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include: the inherent risks involved in the exploration and development of mineral properties, uncertainties involved in the interpretation of drill results and other geological data, fluctuating commodity prices, unforeseen permitting requirements, changes in environmental laws or regulations, the possibility of project cost overruns or unanticipated costs and expenses, weather conditions, the availability of contractors for equipment and services, the availability of future financing and general business and economic conditions. Such statements are also based on a number of assumptions which may prove to be incorrect, including assumptions about general business and economic conditions being accurate, the timing and receipt of regulatory approvals for projects and operations, the availability of financing, the ability to secure equipment and labour, and Stinger ’s ongoing relationship with third parties. The foregoing factors, risks and assumptions are not exhaustive. Events or circumstances could cause actual events or results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These forward-looking statements are as of the date they are made and Stinger disclaims any obligation to update any forward-looking statements, except as required by law.

Disclaimer

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDAR (www.SEDAR.com) No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

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