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Troubadour Resources Inc. Management Reports 2025
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Management Reports
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TROUBADOUR RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Management Discussion and Analysis
June 30, 2025
The following Management Discussion and Analysis ("MD&A"), prepared by the management of Troubadour Resources Inc. (the "Company", "Troubadour") as at June 30, 2025, should be read in conjunction with the Company's annual audited financial statements for the year ended December 31, 2024 and related notes attached there to which are prepared in accordance with International Financial Reporting Standards. Certain statements included or incorporated by reference in this MD&A constitute forward-looking statements or forward-looking information under applicable securities legislation. These forward-looking statements are not guaranteeing of future performance and involve risk and uncertainties, which could cause actual results to differ materially from those anticipated. The Company expressly disclaims any obligation to update forward-looking statements unless so required by applicable laws. The information in this MD&A is current as of August 29, 2025.
These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. In particular, this MD&A contains forward-looking statements, pertaining to the following:
- capital expenditure programs.
- development of resources;
- expectations regarding the Company's ability to raise capital;
- expenditures to be made by the Company to meet certain work and flow-through commitments; and
- work plans to be completed by the Company.
With respect to forward-looking statements listed above and contained in the MD&A, the Company has made assumptions regarding, among other things:
- the British Columbian legislative and regulatory environment;
- the impact of increasing competition;
- unpredictable changes to the market prices for minerals;
- anticipated results of exploration activities; and
- the Company's ability to obtain additional financing on satisfactory terms.
The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A:
- volatility in the market prices for minerals;
- uncertainties associated with estimating resources;
- geological, technical, drilling and processing problems;
- incorrect assessments of the value of acquisitions;
- unanticipated results of exploration activities; and
- unpredictable weather conditions.
All dollar amounts are expressed in Canadian dollars unless otherwise indicated. Note that additional information related to the Company is available on SEDAR+ at www.sedarplus.ca.
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Management Discussion and Analysis
June 30, 2025
- Nature of Operations and Overall Performance
Description of Business
Troubadour Resources Inc. is an exploration company incorporated in Canada under the British Columbia Corporations Act on March 22, 2012. The Company's shares are listed on the TSX Venture Exchange ("TSXV") under the trading symbol "TR" and on the OTCQB Venture Market under the ticker symbol "TROUF". The Company is principally engaged in acquisition and exploration of mineral properties. The Company's head office address is Suite 1245 - 200 Granville Street, Vancouver BC, V6C 2S4, Canada. The registered and records office address is 6th Floor, 905 W Pender Street, Vancouver, BC V6C 1L6, Canada. The Company changed its name to Troubadour Resources Inc. (formerly Grandore Resources Inc.), on February 16, 2017.
The Company is engaged in the acquisition and exploration of mineral properties in British Columbia, Quebec, and Nunavut. The Company currently owns a 100% interest in the Amarillo Property located approximately 30 kilometers west of the town of Peachland and or 71 kilometers northeast of the town of Princeton in the area of southwestern British Columbia, Canada and owns a 100% interest in the Texas Property, located in the Greenwood Mining District in Southern British Columbia. The Company also owns a 100% interest in the Monarch Property in the highly prospective Thelon Basin, Nunavut, 100% interest in the Senneterre Property, and an option to acquire 100% of the Senneville project located in the eastern part of the Abitibi greenstone belt, about 25 kilometres northeast of the gold mining centre of Val d'Or, Que.
Performance Summary
Corporate highlights for and subsequent to the six months ended June 30, 2025 include:
- During the six months ended June 30, 2025, the Company satisfied $185,722 of outstanding debt through the issuance of 1,547,680 common shares (the "Settlement Shares") at a deemed price of $0.12 per share.
- During the six months ended June 30, 2025, 970,000 stock options exercisable at $0.20 granted to consultants were cancelled on January 2, 2025.
- During the six months ended June 30, 2025, granted stock options to consultants to acquire 3,550,000 common shares exercisable at $0.035 expiring January 21, 2027.
- During the six months ended June 30, 2025, the Company granted stock options to consultants to acquire 400,000 common shares exercisable at $0.05 expiring February 19, 2027.
- During the six months ended June 30, 2025, 370,000 stock options exercisable at $0.20 granted to consultants were cancelled on February 19, 2025.
- During the six months ended June 30, 2025, 80,000 stock options exercisable at $0.125 granted to consultants expired unexercised on February 27, 2025.
- During the six months ended June 30, 2025, the Company appointed Zachary Kotowych as CEO, Corporate Secretary, Director, and member of the Audit Committee and announced the resignation of Christopher Huggins as CEO, Corporate Secretary and Director of the Company.
Amarillo Property
On October 27, 2016, the Company entered into a purchase and sale and royalty agreement with a third party to acquire a 100% interest in certain claims located in the Osoyoos Mining District, British Columbia, comprising the Amarillo property, for consideration of $10,000 (paid) and the issuance of 200,000 common shares (issued
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Management Discussion and Analysis
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at a fair value of $50,000) of the Company within 10 days of a Canadian listing. The third party retains a 1.5% NSR royalty, of which the Company may purchase 1.0% for a payment of $1,000,000.
The Amarillo Project consists of nine (9) mineral tenures totaling 5,449 hectares and is situated within the heart of a major mining district located in the Similkameen and Osoyoos Mining Divisions in British Columbia. The Amarillo Project exhibits anomalous enrichment in copper, molybdenum and gold with skarn style mineralization highly anomalous in tungsten also present.
Troubadour's exploration team has to date collected 848 soil samples, conducted property scale geological mapping and prospecting, 39.5 km of ground magnetometer survey, 38.9 km of induced polarization survey, and completed 2,416 meters of drilling. Drill hole AMAR19-008 is of particular interest and encountered extensive lengths of highly anomalous copper, zinc, molybdenum, silver and gold in the three holes targeting the Trench anomaly area. Drill testing to date is limited and this targeted area of the property remains highly prospective with the results directing future drilling towards the more pronounced mineral vectors.
The work conducted was focused around what the Company’s geologists now believe to be the location of an historic trench dating from 1966 which is a government reported minfile occurrence grading 0.87% copper over 125m⁽¹⁾. Over the intervening period from the 1960's, the area received limited exploration such that the trench was subsequently mislocated. The opportunity was lost until recent when the Company rediscovered the trench, acquired the surrounding ground and is now intent on realizing its potential.
(1) Trench Data Source: Philip, R.H.D. 1967; EMPR Assessment Report 01141 and Sutherland, Ian G. 1978; EMPR Assessment Report 07790. Historical information is presented for historical reference only and cannot be relied upon as the Company's QP, as defined under NI 43-101, has not prepared nor verified the historical information.
Texas Property, BC
On October 6, 2020, the Company entered into a mineral property option agreement with 1218802 B.C. Ltd. (the “1218802”) to acquire a 100% interest in the Texas property, located in the Greenwood Mining District in Southern British Columbia.
During the year ended December 31, 2022, the Company satisfied the option by making a final payment of $50,000 and issuing 600,000 common shares to 1218802. 1218802 retained a 1.5% NSR of which Troubadour can purchase 1% for $1,000,000 any time prior to commencement of commercial production.
The road-accessible Texas property covers historical mineral showings and is located three kilometres (km) southwest of the town of Beaverdell and in close proximity to the past-producing Beaverdell mine that was in operation from 1896 to 1991. The property covers ground prospective for vein-hosted precious metal deposits, based on at least seven historical and newly discovered gold occurrences on the property and geological comparisons with the nearby Beaverdell mine. Several showings are present on the property, including two old mines and many older trenches, pits and adits that expose mineralized veins. The Beaverdell mining camp is predominately known for its silver production and the presence of high-grade gold occurrences makes the Texas property unique and significantly more attractive. The most notable polymetallic vein showings on the property are the Doorn, Cabin and Wombat with notable grab sample assay result.
Key project highlights:
- Located within the prolific Beaverdell mining camp which was a centre of activity in the area from the late 1890s to the early 1900s;
Troubadour Resources Inc.
Management Discussion and Analysis
June 30, 2025
- Two recent grab samples from the Doorn vein assayed 241.96 grams per tonne (g/t) gold (Au) and 78.84 g/t Au, 319 g/t silver (Ag) and 8 per cent copper (Cu);
- Recent analysis of wall rocks show gold mineralization over a much wider interval than previously thought;
- Historic soil geochemistry outlines compelling gold trends that were never followed up on;
- Drill permit received and currently valid for drilling.
On June 10, 2025, the Company entered into an option agreement with Molten Metals Corp. (“Molt”), whereby Molt may acquire a 100% interest in the Property on fulfilling the following conditions:
Share Issuances:
Molt to issue an aggregate of 1,600,000 common shares to Troubadour within 10 days of receipt of approval from the Canadian Securities Exchange (the “Effective Date”) of the Transaction (issued).
Exploration Expenditures:
Incurring exploration expenditures of $500,000 on the Texas Property as follows:
- $150,000 on or before the second anniversary of the Effective Date; and
- $350,000 on or before the fourth anniversary of the Effective Date;
Molt will serve as the operator of the Property while it is under option and has the flexibility to accelerate share issuances, and/or exploration expenditures to earn its interest ahead of schedule.
Monarch Uranium Property, Nunavut
On November 17, 2023, the Company entered into an agreement to acquire 100% of the Monarch property, located in the Thelon Basin in the Territory of Nunavut. During the year ended December 31, 2024, the Company obtained exchange approval and closed the transaction by issuing 5,500,000 common shares valued at $467,500 and paying $35,000. Following the acquisition, the Company will issue a 2% NSR to the seller. All consideration has been paid and, therefore, the Company has now earned a 100% interest in the claims.
On the Monarch property, a significant boulder field has been previously defined, with up to 30 per cent uranium boulders discovered on the property. The claims sit stratigraphically above the unconformity between the Thelon basin and the underlying metasediments basement and the intersection of reactivated faults and unconformities is highly prospective for uranium deposits, as seen in properties like Cigar Lake, Key Lake.
The property has over $1-million worth of historical data to accelerate targeting and program development, and is contiguous to Atha Energy Corp’s, Thelon Project in Nunavut.
On May 8, 2025, the Company entered into an option agreement with Pluto Ventures Inc. (“Pluto”), whereby Pluto may acquire a 100% interest in the Property on fulfilling the following conditions:
Share Issuances:
Issue an aggregate of 650,000 common shares to Troubadour, as follows:
- 250,000 shares on the effective date of the Agreement (issued – Note 6);
- 250,000 shares on or before the first anniversary of the Agreement; and
- 150,000 shares on or before the second anniversary of the Agreement.
Cash Payments:
Pay the Company $50,000 in total cash consideration, on or before the second anniversary of the Agreement.
Exploration Expenditures:
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Management Discussion and Analysis
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Pluto will incur a minimum of $150,000 in exploration expenditures to be completed on or before the second anniversary of the Agreement.
Pluto will serve as the operator of the Project while it is under option and has the flexibility to accelerate share issuances, cash payments, and/or exploration expenditures to earn its interest ahead of schedule.
Senneville Project, Quebec
On May 21, 2024, the Company entered into an option agreement to earn a 100% interest in 173 mineral claims comprising the Senneville Project, located in the eastern part of the Abitibi Greenstone Belt, Quebec. Pursuant to the option agreement, the Company may acquire a 100% interest in the property by issuing 5,000,000 common shares (issued) and incurring $2,000,000 in work expenditures over a two-year period.
The project has the following net-smelter returns royalties (the "NSR") which will be assumed by the Company:
- 2% NSR to North American Exploration Ltd. for 72 claims
- 2% NSR to Silverwater Capital Corp. for 62 claims
- 2% NSR to Terrance Coyle / 9093-6725 Quebec Inc. for 39 claims
The property is prospective for polymetallic VMS-style mineralization and comprises 173 mineral claims located in the eastern part of the Abitibi greenstone belt, about 25 kilometres (km) northeast of the gold mining centre of Val-d'Or, Que. It covers over 100 square kilometres and is contiguous in the south to Probe Metals' Novador project, host to the 2.04-million-ounce Monique resource grading 1.42 grams per tonne (g/t) gold (Au) and in the north to Monarch Mining's Beaufor mine, which has produced over 1.1 Moz Au.
Historic work has focused around the Gustave Cere showing in the Senneville South claim group where historical grab samples have yielded up to 49.5 g/t Au, channel samples of up to 6.5 g/t Au over 1.8 metres and drilling has identified up to 18.15 g/t Au over approximately 0.9 metre. This showing has been defined by drilling for approximately 361 metres along strike but other areas of the project have not been systematically explored for gold as the focus of historical work was largely on the property's volcanogenic massive sulphide potential.
Val d'Or-based geophysical contractor Geophysique TMC completed field data collection for the IP survey along planned lines (see Nov. 15, 2024, news release) in the vicinity of the historic Gustave-Cere gold showing. TMC is currently preparing the 3-D inversions that will help Troubadour identify chargeability and resistivity contrasts associated with mineralized veins. The company intends to review the results of these inversions before finalizing the locations of drill holes for the coming maiden drill program (see Oct. 15, 2024, news release), for which field preparations have already begun.
The Company completed a surface geochemical sampling program at the Senneville copper-gold property in the eastern Val d'Or district, with 744 (seven hundred forty-four) samples of black spruce bark were collected on grids centred on three principal target areas to refine drill targets and develop more grassroots targets for future detailed work. Efficient sampling on the biogeochemical grid allowed for the expansion of the field program, with 355 (three hundred fifty-five) additional soil samples were collected to tie into an MMI (mobile metal ion) soil sampling grid by the previous claimholder, and 31 (thirty-one) rock grab samples were collected in the vicinity of the Gustav Cere gold showing and in the northwestern portion of the property, where recent logging operations exposed fresh outcrops.
The project is underlain primarily by the Garden Island sediments in the south and in the north by the Lanaudiere group of basalts, mafic volcaniclastics, and narrow units of komatiite and ultramafic to gabbroic sills. All of these units trend west-northwest and their contacts are usually dextral or reverse dextral faults with steep northerly dips. Gold-bearing zones in the area are associated with shear zones, faults, tension fractures and tectonic breccias and generally associated with syn-volcanic intrusions.
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Management Discussion and Analysis
June 30, 2025
Senneterre Mineral Claims, Quebec
On September 25, 2024, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Greenflame Metals Inc. ("Greenflame") and the shareholders of Greenflame (the "Shareholders"). Under the terms of the Share Exchange Agreement, the Company acquired all of the issued and outstanding common shares of Greenflame (the "Greenflame Shares") from the Shareholders in exchange for 10,000,000 common shares of Company at a deemed price of $0.27 per share (the "Exchange").
The terms of the Exchange were determined based on the fair value of the Company's shares as of the date of issuance. The Property was then valued at $2,950,000 based on the market close price of the Company on the date of the Share Exchange Agreement. As part of the share exchange transaction, the Company acquired a 100% interest in 76 mineral claims located in Senneterre, Quebec (the "Property").
The Property consists of 76 mineral claims situated in Senneterre, Quebec, a region known for its prospective mineral potential. The claims are validly located, granted, and duly recorded, with their registration in good standing under Quebec law until no earlier than June 26, 2027, with the exception of certain claims noted as pending. Greenflame held a 100% ownership interest in the Property, free of any liens, charges, encumbrances, or outstanding taxes. There are no existing agreements, royalties, or encumbrances with third parties that could affect the Property or its proceeds.
The acquisition of Greenflame did not meet the definition of a business combination and has therefore been accounted for as an asset purchase of mineral property interests, with the Company acquiring the outstanding shares of Greenflame on September 25, 2024. The fair value of the total consideration paid and the aggregate fair value of the identified assets acquired and liabilities assumed are as follows:
| Purchase Price | |
|---|---|
| 10,000,000 common shares of the Company issued | $ 2,950,000 |
| Net Assets acquired | |
| Bank balance | $ 84,223 |
| Exploration and evaluation assets | 2,944,017 |
| Accounts payable | (78,240) |
| $ 2,950,000 |
Expenditures Relating to Mineral Properties:
During the six months ended June 30, 2025, the Company incurred the following in relation to mineral properties:
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Management Discussion and Analysis
June 30, 2025
| Amarillo Property | Texas Property | Monarch Property | Senneville Project | Senneterre Project | Total | |
|---|---|---|---|---|---|---|
| Acquisition Costs | ||||||
| Balance, December 31, 2022 and 2023 | $ 66,202 | $ 271,307 | $ - | $ - | $ - | $ 337,509 |
| Additions | - | - | 502,500 | 987,500 | 2,944,017 | 4,434,017 |
| Balance, December 31, 2024 | $ 66,202 | $ 271,307 | $ 502,500 | $ 987,500 | $ 2,944,017 | $ 4,771,526 |
| Option out shares | - | (271,307) | (40,000) | - | - | (311,307) |
| Balance, June 30, 2025 | $ 66,202 | $ - | $ 462,500 | $ 987,500 | $ 2,944,017 | $ 4,460,219 |
| Exploration Advance | ||||||
| Balance, December 31, 2022 and 2023 | $ - | $ - | $ - | $ - | $ - | $ - |
| Additions | - | - | - | 586,642 | - | 586,642 |
| Balance, December 31, 2024 | - | - | - | 586,642 | - | 586,642 |
| Expensed out | - | - | - | (586,642) | - | (586,642) |
| Balance, June 30, 2025 | $ - | $ - | $ - | $ - | $ - | $ - |
| Exploration Costs | ||||||
| Balance, December 31, 2022 and 2023 | $ 914,989 | $ 450,257 | $ - | $ - | $ - | $ 1,365,246 |
| Assays | - | 828 | - | - | - | 828 |
| Claim management | - | 925 | - | 3,674 | - | 4,599 |
| Field expenditures | - | 13,199 | - | 383,358 | - | 396,556 |
| Legal expenses | - | - | - | 5,251 | - | 5,251 |
| Balance, December 31,2024 | $ 914,989 | $ 465,209 | $ - | $ 392,283 | $ - | $ 1,772,480 |
| Option out shares | - | (256,693) | - | - | - | (256,693) |
| Claim management | - | - | - | 2,453 | - | 2,453 |
| Field expenditures | - | - | - | 655,558 | - | 655,558 |
| Total Additions | - | (256,693) | - | 658,010 | - | 401,317 |
| Total, June 30, 2025 | $ 981,191 | $ 479,823 | $ 502,500 | $ 2,037,793 | $ 2,944,017 | $ 6,634,017 |
2. Selected Annual Information
| Financial year ended December 31, | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net Sales | $ Nil | $ Nil | $ Nil |
| Loss and comprehensive loss | 2,096,543 | 242,446 | 252,887 |
| Basic and diluted income loss per share | (0.05) | (0.02) | (0.02) |
| Total Assets | 8,474,612 | 1,776,693 | 1,820,480 |
| Total Long-term liabilities | 78,042 | Nil | Nil |
| Cash dividends per common share | N/A | N/A | N/A |
3. Results of Operations
During the six months ended June 30, 2025, the Company incurred a loss of $876,884 (2024 – $294,246). Significant expenditures during the year were as follows:
- Consulting fees – increased to $399,000 (2024 – $136,967) related to additional consulting services during the period for debt settlement and services contracted during the year ended December 31, 2024, and in the prior period for fees paid or accrued to the Company’s CEO and President.
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Management Discussion and Analysis
June 30, 2025
- Management fees – incurred $37,500 (2024 – $nil) related to the Company’s management team.
- Shareholder communications – increased to $92,695 (2024 – $7,841) resulting from increased market making activity.
- Share-based payments – incurred $101,107 (2024 – $87,513) related to the grant of stock options to various consultants during the period.
- Office and administration – increased to $50,375 (2024 – $9,220) due to insurance, administrative service costs, and venture sustaining fees paid during the period.
- Professional fees – increased to $73,571 (2024 – $41,603) due to increase in service costs attributed to accounting and audit fees paid during the period.
During the three months ended June 30, 2025, the Company incurred a loss of $272,693 (2024 – $208,500). Significant expenditures during the year were as follows:
- Consulting fees – decreased to $60,000 (2024 – $94,967) related to consulting services during the period for services contracted during the year ended December 31, 2024, and in the prior period for fees paid or accrued to the Company’s CEO and President.
- Management fees – incurred $15,000 (2024 – $nil) related to the Company’s management team.
- Shareholder communications – increased to $34,668 (2024 – $4,650) resulting from increased market making activity.
- Share-based payments – incurred $nil (2024 – $87,513) related to the grant of stock options to various consultants during the period in prior year.
- Office and administration – increased to $28,464 (2024 – $4,052) due to insurance, administrative service costs, and venture sustaining fees paid during the period.
-
Professional fees – increased to $46,651 (2024 – $13,158) due to increase in service costs attributed to accounting and audit fees paid during the period.
-
Summary of Quarterly Results
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |
|---|---|---|---|---|
| Total Assets | $ 7,691,478 | $ 7,909,222 | $ 8,474,612 | $ 8,952,218 |
| Shareholders’ equity | 7,286,317 | 7,559,010 | 7,876,369 | 8,598,922 |
| Comprehensive Loss | (272,693) | (604,191) | (1,059,511) | (742,785) |
| Basic and diluted loss per share | (0.00) | (0.01) | (0.03) | (0.01) |
| June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | |
| Total Assets | $ 2,712,202 | $ 2,228,905 | $ 1,776,693 | $ 1,783,584 |
| Shareholders’ equity | 1,981,305 | 1,599,782 | 1,218,028 | 1,281,017 |
| Comprehensive Loss | (208,500) | (85,746) | (62,989) | (49,908) |
| Basic and diluted loss per share | (0.01) | - | - | - |
Troubadour Resources Inc.
Management Discussion and Analysis
June 30, 2025
5. Liquidity
The Company's historical capital needs have been met by issuance of shares. As at June 30, 2025 the Company had a working capital deficiency of $23,370 (December 31, 2024 – $576,412). The decrease in cash and cash equivalents is primarily related to exploration and operational activities during the six months ended June 30, 2025.
Operating activities: The Company does not generate cash from operating activities. Net cash used in the Company for operating activities, for the six months ended June 30, 2025, was $374 compared to $47,173 used for the comparative six months ended June 30, 2024.
Investing activities: During the six months ended June 30, 2025, the Company's investing activities used $71,367 (2024 – $35,000).
Financing activities: Cash used by the Company for financing activities, for the six months ended June 30, 2025, was $60,995 compared to cash generated of $90,010 for the comparative six months ended June 30, 2024.
The financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company's continuing operations rely on the ability of the Company to continue to raise capital.
6. Outstanding Share Data
The authorized capital of the Company consists of an unlimited number of authorized common shares, of which 70,068,574 common shares were issued and outstanding as at August 29, 2025.
As at August 29, 2025, share purchase warrants were outstanding as follows:
| Number | Exercise price | Expiry date | |
|---|---|---|---|
| Warrants | 190,000 | $ 0.175 | July 18, 2026 |
| Warrants | 10,031,000 | 0.100 | July 18, 2026 |
| Finder warrants | 1,957,500 | 0.175 | July 18, 2026 |
| Finder warrants | 168,000 | 0.210 | August 7, 2026 |
| 12,346,500 |
As at August 29, 2025, stock options were outstanding as follows:
| Number outstanding | Number outstanding and exercisable | Exercise Price | Expiry Date |
|---|---|---|---|
| 150,000 | 150,000 | $ 0.175 | July 2, 2026 |
| 2,700,000 | 2,700,000 | 0.050 | December 11, 2026 |
| 3,550,000 | 3,550,000 | 0.050 | January 21, 2027 |
| 400,000 | 400,000 | 0.050 | February 19, 2027 |
| 6,800,000 | 6,800,000 |
Troubadour Resources Inc.
Management Discussion and Analysis
June 30, 2025
7. Capital Resources
The Company has no commitments for capital expenditures at the date of this report.
The Company will continue to seek capital. In the past the Company has raised capital public markets by issuing common shares pursuant to private placements, through the issuance of convertible debentures and through loans payable. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.
8. Related Party Transactions
Included in accounts payable and accrued liabilities as at June 30, 2025 was $14,733 payable to companies controlled by directors and officers of the Company.
Key management personnel consist of directors and senior management including the Chief Executive Officer, and Chief Financial Officer. During the six months ended June 30, 2025, the Company paid or accrued, to key management personnel and their related companies:
| Professional fees | Management fees | Total | |
|---|---|---|---|
| Chief Executive Officer (CEO) | $ - | $ 10,000 | $ 10,000 |
| Former CEO | - | 27,500 | 27,500 |
| Chief Financial Officer | 36,000 | - | 36,000 |
| Total | $ 36,000 | $ 37,500 | $ 73,500 |
During the six months ended June 30, 2024, the Company paid or accrued, to key management personnel and their related companies:
| Professional fees | Consulting fees | Total | |
|---|---|---|---|
| Chief Executive Officer (CEO) | $ - | $ 5,000 | $ 5,000 |
| Former Interim CEO | - | 50,000 | 50,000 |
| Chief Financial Officer | 15,000 | - | 15,000 |
| Total | $ 15,000 | $ 55,000 | $ 70,000 |
9. Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements to which the Company is committed.
10. Subsequent events
There are no subsequent events to the six months ended June 30, 2025.
11. Critical Accounting Estimates and Judgments
The recognition of exploration and evaluation assets requires judgments regarding future recoverability and carrying cost. The cost model is utilized, and the value of the exploration and evaluation assets is based on the expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.
Troubadour Resources Inc.
Management Discussion and Analysis
June 30, 2025
The determination of income tax is inherently complex and requires making certain judgments about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes.
12. Changes in Accounting Policies Including Initial Adoption
There were no changes in accounting policies for the six months ended June 30, 2025.
13. Financial Instruments and Capital Risk Management
Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying value of receivables, reclamation bond, accounts payable and accrued liabilities, and lease obligations approximates fair value due to the short-term nature of the financial instruments. Cash and cash equivalents are valued at a level 1 fair value measurement and is carried at fair value through profit or loss. Receivables, reclamation bond, accounts payable and accrued liabilities, and lease obligations are carried at amortized cost.
Risk Management
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Credit risk
Credit risk is the risk of an unexpected loss of a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's cash and cash equivalents and reclamation bond are held at a large Canadian financial institution in interest bearing accounts. The Company has no investment in asset backed commercial paper.
The Company's receivables consist of taxes receivable from the government and the Company considers credit risk associated with these amounts to be low.
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 manages liquidity risk through its capital management as outlined below. Accounts payable and accrued liabilities are due within one year.
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Management Discussion and Analysis
June 30, 2025
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
a) Interest rate risk
The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. As at June 30, 2025, the Company is not exposed to significant interest rate risk.
b) Foreign currency risk
The majority of purchases are transacted in the Canadian dollar. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.
c) Price risk
The Company is exposed to price risk with respect to commodity prices, particularly gold. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.
Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue acquisition, exploration and evaluation of mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of shareholders’ equity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.
The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management.
14. Risk Factors
In conducting its business, the Company, like all development-stage mineral exploration companies, faces a variety of risk uncertainties. While unable to eliminate all of them, the Company aims at managing and reducing such risks as much as possible.
Exploration and Development - Mineral 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. Few exploration projects successfully achieve development due to factors that cannot be predicted or anticipated, and even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. The Company closely monitors its activities and those factors that could impact them and employs experienced consulting to assist in its risk management and to make timely adequate decisions.
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Management Discussion and Analysis
June 30, 2025
Title Risks - Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties.
Permitting Risks - The development of mineral resources in British Columbia is subject to a comprehensive review, approval and permitting process involving various provincial and regional agencies, in addition to the various First Nations groups that have jurisdiction in the Company's area of claims. There can be no assurance given for the required approvals and permits for a mining project, even if technically and economically warranted, can be obtained in a timely or cost-effective manner.
Fluctuating Metal Prices - Factors beyond the control of the Company have a direct effect on global metal prices, which have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company's exploration projects and the Company's ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.
Environmental Regulations, Permits and Licenses - Environmental laws and regulation could also impact the viability of a project. The Company has ensured that it has complied with these regulations, but there can be changes in legislation outside the Company's control that could also add a risk factor to a project.
Competition - The mineral exploration industry is intensely competitive in all its phases, and the Company competes with some companies that have greater financial and technical resources. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.
Future Financings - The Company's continued operation will be dependent in part upon its ability to procure additional financing. To date, the Company has done so through a combination of: (i) equity financing; and (ii) cash payments received as property option payments from third parties. The current state of global equity markets has had a direct effect on the ability of exploration companies, including the Company, to finance project acquisition and development through the equity markets. There can be no assurance that forms of financing can be obtained at a future date. Failure to obtain additional financing on a timely basis may cause the Company to postpone development plans, forfeit rights in some or all of the properties or joint ventures, or reduce or terminate some or all of the operations.
Price Volatility of Publicly Traded Securities - During recent months, global securities markets have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price 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.
- Approvals
The Board of Directors of Troubadour Resources Inc. has approved the disclosures contained in the Management Discussion and Analysis for the six months ended June 30, 2025, prepared as August 29, 2025.
- Information regarding forward looking statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Forward-looking statements include but are not limited to those with respect to the prices of gold and other metals, the estimation of mineral resources and reserves, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, Government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage and 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"
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Management Discussion and Analysis
June 30, 2025
or variations of such words and phrases, or statements 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 risks and uncertainties include, among others, the actual results of current exploration activities, conclusions or economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes or other risks of the mining industry, delays in obtaining government approvals or financing or incompleteness of development or construction activities, risks relating to the integration of acquisitions, to international operations, and to the prices of gold and other metals. While 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. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
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