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Tana Resources Corp. Management Reports 2025
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Tana Resources Corp.
MANAGEMENT DISCUSSION AND ANALYSIS
Form 51-102F1
Nine months ended July 31, 2025
The following management discussion and analysis ("MD&A") of the financial position and results of operations for Tana Resources Corp. (the "Company" or "Tana") should be read in conjunction with the unaudited interim financial statements and the notes thereto for the nine months ended July 31, 2025. Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are in Canadian dollars.
1.1 Date of This Report
September 29, 2025
1.2 Overall Performance
Description of Business
Tana is engaged in the acquisition, exploration and development of mineral properties.
The Company was incorporated in British Columbia, Canada on August 26, 2020. The registered and records office is located at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company's principal place of business is suite 830 – 1100 Melville Street, Vancouver, BC, V6E4A6.
Mineral Properties
Mount Polley West ("MPV")
On June 17, 2025 the Company entered into an option agreement with Eagle Plains Resources Ltd. ("Eagle Plains") to acquire up to a 75% interest in the 7,406.63 hectare Mount Polley West located 54 kms north-northeast of Williams Lake and adjacent to Imperial Metals' Mount Polley Property, in British Columbia's Cariboo region.
Under the terms of the agreement, Tana can earn an initial 60% interest in the MPW property by completing the following cash payments and share issuances and incurring the following exploration expenditures:
TANA RESOURCES
| Date | Cash Payment | Share Issuance | Expenditures |
|---|---|---|---|
| 10 days within signing (unpaid, not issued) | $5,000 | 250,000 | - |
| 2025-Dec-31 | $20,000 | 250,000 | $75,000 |
| 2026-Dec-31 | $50,000 | 500,000 | $325,000 |
| 2027-Dec-31 | $75,000 | 750,000 | $1,000,000 |
| 2028-Dec-31 | $100,000 | 1,000,000 | $1,600,000 |
| Totals | $250,000 | 2,750,000 | $3,000,000 |
Following the completion of the initial option terms, Tana can earn an additional 15% interest, to a total of 75%, upon completion of a feasibility-level study by December 31, 2031, provided Tana indicates its intention to complete the study by December 31, 2028.
Thirteen of the tenures underlying the MPW property have an underlying 2% NSR, 1% of which can be repurchased by Eagle Plains for $1,000,000. Six of those twelve have a second underlying NSR of 1%, which can be reduced to 0.5% by making a payment of $750,000. If Tana exercises the First or Second Option, Eagle Plains will be granted 2% NSR on the remaining seven tenures, which Tana can reduce to 1% through a payment of $1,000,000. No areas of the MPW property have a greater than 3% NSR before reductions.
Eagle Plains will serve as Operator under industry-standard terms until Tana has completed the earn-in requirements as outlined above. As Operator, Eagle Plains may charge a 10% Operators Fee and reserves the right to employ the services of TerraLogic Exploration Services as geoscience consultant.
Following the exercise of its Option, Tana and Eagle Plains shall form a joint venture at either 60/40 or 75/25 at Tana's election for further exploration and development of the MPW Property.
As of July 31, 2025, the MPV option agreement is in technical default.
Double T Project
On January 11, 2021 (amended September 7th, 2023) the Company entered into an option agreement to earn an initial 70% interest in the Double T claims (subject to a 2% net smelter return royalty of which half may be purchased for $1,000,000) by making cash payments totaling $250,000, issuing 500,000 common shares, and completing $500,000 in exploration expenditures as follows:
Double T Cash payments:
- $20,000 upon execution of the original agreement (paid)
- $15,000 upon listing on the CSE (paid)
- $10,000 by December 31, 2023 (paid)
- $15,000 by March 31, 2024 (unpaid)
- $190,000 by October 31, 2024 (unpaid)
Double T Share issuances:
- 100,000 common shares upon listing on the CSE (issued)
- 100,000 on or before October 31, 2022 (issued)
- 100,000 on or before October 31, 2023 (issued)
- 200,000 on or before October 31, 2024 (not issued)
Double T Exploration expenditures:
- complete $40,000 of exploration expenditures on the property by October 31, 2021 (incurred)
- complete $60,000 of additional exploration expenditures on the property by October 31, 2022 (incurred)
- complete $40,000 of additional exploration expenditures on the property by October 31, 2023 (incurred)
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- complete $360,000 of additional exploration expenditures on the property by October 31, 2024 (not incurred)
The Company may acquire an additional 10% of the Double T claims by completing a bankable feasibility study on the Double T project. See the Company's prospectus dated June 7, 2022 for further information.
On September 7, 2023, the Company entered into an option amendment agreement with the optionor of the Double T property. The Double T payments of $25,000 due October 31, 2022 and $50,000 due October 31, 2023 have been amended to be $10,000 due December 2023, $15,000 due March 31, 2024, and an additional $50,000 due October 31, 2024. The Double T exploration expenditure of $200,000 due by October 31, 2023 has been amended to be $40,000 in expenditures due by October 31, 2023 and an additional $160,000 in expenditures by October 31, 2024. All other terms of the agreement remained in effect.
Tana has determined to lapse the option on the Double T Property to focus its resources on the MPW project.
King Claims
On January 11, 2021, the Company entered into an option agreement to earn a 50% interest in the King claims which are adjacent to the Double T claims. The Company assigned the agreement on September 7th to Goldrea Resources Corp. ("Goldrea") in exchange for an initial 100,000 shares of Goldrea. The Company no longer has any commitments associated with the King claims.
Double T/ King project
The 1,560 hectare Double T / King project lies in the prolific Golden Triangle area of Northwestern British Columbia and is comprised of the Double T claims and the King claims. Local areas of precious and base metal mineralization were located and subsequently explored by previous operators on the property. Tana confirmed the earlier results with a series of exploration programs but was unable to expand the mineralization footprint and subsequently relinquished the option. Tana has determined to lapse the option on the Double T Property to focus its resources on the MPW project.
Private Placements and Share Capital Issued
During the nine months ended July 31, 2025, there were no share capital transactions.
Subsequent to the nine months ended July 31, 2025, there were no share capital transactions.
During the year ended October 31, 2024, the Company had the following share capital transactions:
On April 3, 2024, the Company issued 200,000 common shares with a fair value of $8,000 to the optionor of the Double T Property regarding the First Option Agreement.
1.3 Selected Annual Information
N/A
1.4 Results of Operations
Discussion of Acquisitions, Operations and Financial Condition
The Company is in the exploration stage and has not generated any revenues to date.
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TANA RESOURCES
General and Administrative Expenses
Nine months ended July 31, 2025 and 2024
During the nine months ended July 31, 2025 (the "Current Period"), the Company incurred a loss of $150,193 compared to a loss of $134,183 for the nine months ended July 31, 2024 (the "Comparative Period"). Significant changes between the Current Period and the Comparative Period are as follows:
- Transfer and listing fees increased by $2,585 to $15,353 (Comparative Period: $12,768) due to costs associated with being listed on the CSE.
- Professional fees increased by $34,436 to $51,765 (Comparative Period: $17,329 as a result of increased audit fees in the Current Period.
- The Company recorded an impairment of $16,389 in the Comparative Period on the Double T projects.
- Marketing and promotion, travel and entertainment and office facilities and services decreased by an aggregate amount of $3,617 to $18,660 (Comparative Period: $22,277).
Three months ended July 31, 2025 and 2024
During the three months ended July 31, 2025 (the "Current Quarter"), the Company incurred a loss of $65,071 compared to a loss of $39,214 for the three months ended July 31, 2024 (the "Comparative Quarter"). Significant changes between the Current Quarter and the Comparative Quarter are as follows:
| Expenses | Increase / Decrease in Expenses | Explanation for Change |
|---|---|---|
| Office facilities and services | Decrease of $2,426 | Decrease of office related expenses. |
| Transfer, listing, and filing fees | Decrease of $1,158 | Decrease of transfer, listing, and filing fees. |
| Professional fees | Increase of $29,486 | Increase audit fees. |
| Impairment | Decrease of $16,389 | Impairment of Double T project. |
There are no trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company's business, financial condition or results of operation other than uncertainty as to the speculative nature of the business, the uncertainty of commodity prices, and the uncertainty of fundraising activities.
1.5 Summary of Quarterly Results
The following is a summary of the Company's financial results, under IFRS, for the eight most recently completed quarters:
| Three months ended | Total Revenues | Net Loss | Loss Per Share (basic and diluted) |
|---|---|---|---|
| July 31, 2025 | $Nil | $65,071 | $0.00 |
| April 30, 2025 | $Nil | $39,304 | $0.00 |
| January 31, 2025 | $Nil | $45,818 | $0.00 |
| October 31, 2024 | $Nil | $67,158 | $0.00 |
| July 31, 2024 | $Nil | $47,214 | $0.00 |
| April 30, 2024 | $Nil | $54,299 | $0.00 |
| January 31, 2024 | $Nil | $40,670 | $0.00 |
| October 31, 2023 | $Nil | $22,007 | $0.00 |
TANA RESOURCES
During the three months ended October 31, 2023 and October 31, 2023, the Company wrote off $33,000 and $4,500 respectively in connection to the Double T Projects. During the three month ended October 31, 2023, the Company recognize the flow-through share premium of $10,800. During the three months ended January 31, 2024 and April 30, 2024, the Company wrote off $3,389 and $13,000 respectively in connection to the Double T Project.
1.6 Liquidity
As the Company has no revenue generating projects at this time, the ability of the Company to carry out its business plan rests with its ability to secure equity and other financings. At July 31, 2025, the Company's working deficit was $367,476 compared to a working deficit of $217,283 on October 31, 2024.
The Company will require additional financing to fund any new acquisitions and exploration programs. The Company's continuation as a going concern is dependent upon its ability to raise equity capital or borrowings sufficient to meet current and future obligations. The ability of the Company to acquire additional projects is conditional on its ability to secure financing when required. There is material uncertainty that may cast significant doubt upon the ability of the Company to continue as a going concern. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and/or private placement of common shares.
1.7 Capital Resources
At July 31, 2025, the capital of the Company consisted of cash in the bank of $4,606 and GST recoverable totaling $3,381. At July 31, 2025, the Company had $366,321 of accounts payable and accrued liabilities and $11,142 of loans payable. The Company will have to generate additional cash from equity and/or debt to continue operations.
1.8 Off Balance Sheet Arrangements
At July 31, 2025, there were no off-balance sheet arrangements to which the Company is committed.
1.9 Transactions with Related Parties
During the nine months ended July 31, 2025, the Company incurred $63,000 (2024 - $63,000) in management fees and consulting fees to the officers and directors of the Company.
At July 31, 2025, there was a balance of $246,137 (October 31, 2024 - $143,996) payable to key management personnel included in accounts payable and accrued liabilities and $11,142 in loans payable.
1.10 Third Quarter
The Company continued to evaluate its mineral properties during the third quarter and continued to look at new exploration opportunities. Exploration is described in the mineral property section above.
1.11 Proposed Transactions
There are no proposed transactions that will materially affect the performance of the Company.
1.12 Critical Accounting Estimates
The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reference should be made to Note 2 Significant Accounting Policies and Note 3 Significant Accounting
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Estimates and Judgments in the notes to the Company's audited financial statements for the years ended October 31, 2024 and 2023 for more information concerning the accounting principles used in the preparation of the Company's audited financial statements.
1.13 Changes in Accounting Policies
Recently adopted accounting standards
The Company adopted the following amendment to IFRS Accounting Standards that are mandatorily effective for accounting periods beginning on or after January 1, 2023. Their adoption has not had a material impact on disclosures or amounts reported in these financial statements.
IAS 1 Presentation of Financial Statements: Amendments to IAS 1 require that companies disclose their material accounting policies rather than their significant accounting policies and explain how a company identifies its material accounting policies.
IAS 8 Accounting Policies, Change in Accounting Estimates and Errors: Amendments to IAS 8 relate to the change in definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendments clarify that a change in an accounting estimate that results from new information or new developments is not the correction of an error.
IAS 12 Income Taxes: Amendments to IAS 12 relate to deferred tax assets and liabilities arising from a single transaction and clarify that the initial recognition exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
Recently issued but net yet effective accounting standards
The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for accounting periods beginning on or after November 1, 2024 or later periods. The new and amended standards are not expected to have a material impact on the Company except for the below standards.
IFRS 9 requires entities to recognize financial assets and liabilities when they become party to the contractual terms and to measure them initially at fair value, adjusted for directly attributable transaction costs where applicable. The standard also provides guidance on the derecognition of financial liabilities, which can impact bank reconciliation processes, especially during debt restructuring. The Company is assessing the impact of the amendments on its financial statements.
Amendments to IFRS 9 are effective for reporting periods beginning on or after January 1, 2026, address classification and measurement of financial instruments. The Company is assessing the impact of these amendments on its financial statements.
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.
1.14 Financial Instruments and Risks
As at July 31, 2025, the Company's financial instruments consist of cash, marketable securities, accounts payable and accrued liabilities and loans payable.
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TANA RESOURCES
Fair Value
The Company classifies its fair value measurements in accordance with an established hierarchy that priorities the inputs in valuation techniques used to measure fair value 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 assets or liabilities either directly or indirectly, and
- Level 3: Inputs that are not based on observable market date
Cash and marketable securities are carried at fair value using a Level 1 fair value measurement. The carrying amount of accounts payable and accrued liabilities approximate fair value because of the short-term nature of the instrument.
Financial Risks
The Company has analyzed the following risks:
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company places these instruments with a high credit quality financial institution.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs and to meet the Company's liabilities. The Company's accounts payable, accrued liabilities and loans payable outstanding as at July 31, 2025 are due within one year. The Company is exposed to liquidity risk arising from the excess of its accounts payable and accrued liabilities over its available current assets and expected cash flows from operating activities.
Market Risk
Market risk is the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk, and other price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to material interest rate risk.
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 foreign exchange rates. The Company has limited transactions in other currencies and is not exposed to material currency risk.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company is exposed to other price risk on its marketable securities. A fluctuation in the trading price of the marketable securities of 10%
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TANA RESOURCES
would result in a $200 change in the Company's profit or loss.
The Company's ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
1.15 Other MD&A Requirements
Share Capital as at the date of this report:
| Number Issued and outstanding as at July 31, 2025: | Number Issued and outstanding as at the date of this report: | |
|---|---|---|
| Common Shares | 14,225,000 | 14,225,000 |
| Warrants | - | - |
| Stock Options | - | - |
| Fully Diluted | 14,225,000 | 14,225,000 |
Controls and Procedures
In contrast to the certificate required under National Instrument 52-109 Certificate of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109, in particular, the certifying officers filing the certificate are not making any representations relating to the establishment and maintenance of:
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Forward-Looking Statements
All statements made in this MD&A, other than statements of historical fact, are forward-looking statements. The Company's actual results may differ significantly from those anticipated in the forward-looking statements and readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by securities regulations, the Company undertakes no obligation to publicly release the results of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events. Forward-looking statements include, but are not limited to, statements with respect to the future metal prices, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and
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the timing and possible outcome of pending litigation.
In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions; future price of metals; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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