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Unigold Inc. — Management Reports 2025
May 31, 2025
43364_rns_2025-05-30_2fd0413f-5019-4d50-bbb8-f0e3ba565071.pdf
Management Reports
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UNIGOLD
UNIGOLD INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Three Months Ended March 31, 2025
Expressed in Canadian Dollars)
Unigold Inc. – Management Discussion and Analysis March 31, 2025 – Page 1
UNIGOLD
UNIGOLD
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis ("MD&A") of the operating results and financial condition of Unigold Inc. ("Unigold" or the "Corporation") for the three months ended March 31, 2025 and 2024 ("Reporting Period") and should be read in conjunction with the audited consolidated financial statements and notes thereto at December 31, 2024 ("Annual Financial Statements"). and the unaudited condensed - interim financial statements and notes thereto for the three months ended March 31, 2025 and 2024 ("Interim Financial Statements"). All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS"), and all dollar amounts are expressed in Canadian dollars ($) unless otherwise indicated. Additional information, including the Corporation's press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and is available online at www.sedar.com. The date of this report is May 30, 2025.
1. Corporation Overview
Unigold is a Canadian-based, growth-oriented, junior natural resource corporation focused on exploring and developing its significant land position in the Dominican Republic ("DR"), within the highly prospective Cretaceous-age Tireo Formation. Unigold operates through its wholly owned subsidiaries Unigold Resources Inc., (Canada), Unigold Dominicana, S.R.L. (DR) and Neita Resources, S.A. Unigold shares are traded on the TSX Venture Exchange ("TSX-V") under the symbol "UGD" and on the Frankfurt Exchange under the symbol "UGB1".
2. Forward-Looking Statements
This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes but is not limited to information concerning Unigold's exploration program and planned gold production as well as Unigold's strategies and future prospects. Generally, forward-looking information can be identified by the use of forward-looking terminology 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 statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include, without limitation, availability of skilled labour, equipment, and materials; the potential of the Corporation's properties to contain economic metals deposits; the Corporation's ability to meet its working capital needs for the twelve-month period ending March 31, 2026; and the plans, costs, timing, and capital for future exploration and development of the Corporation's property interests in the DR. Many of these assumptions are based on factors and events that are not within the control of Unigold and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking
Unigold Inc. – Management Discussion and Analysis March 31, 2025 – Page 2
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information include changes in market conditions, variations in ore reserves, resources, grade or recovery rates, risks relating to international operations (including legislative, political, social, or economic developments in the jurisdictions in which Unigold operates), economic factors, government regulation and approvals, environmental and reclamation risks, actual results of exploration activities, fluctuating metal prices and currency exchange rates, costs, changes in project parameters, conclusions of economic evaluations, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and the availability of skilled labour, failure of plant, equipment or processes to operate as anticipated, capital expenditures and requirements for additional capital, risks associated with internal control over financial reporting, and other risks of the mining industry. Although Unigold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Unigold undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
3. Nature of Operations
The Corporation published the results of its Oxide Deposit Feasibility Study on November 10, 2022, which included an updated Mineral Resource Estimate ("MRE"). The Study is based on the oxide mineral resources, estimated by Mr. W. Lewis, P.Geo. and Mr. A. San Martin, MAusIMM (CP), and the oxide mineral reserves, estimated by Mr. Abdoul Aziz Dramé, P.Eng. all of whom are employees of Micon. Micon is independent of Unigold and Messrs. Lewis, San Martin, and Dramé each meet the requirements of a "Qualified Person" as established by NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves (May 2014). The effective date of the mineral reserve estimate is October 7, 2022. The effective date of the mineral resource estimate is August 8, 2022. An NI 43-101-compliant Technical Report summarizing the estimation methodology and procedures was filed on SEDAR and the Corporation's website on December 23, 2022.
The recoverability of the amounts shown for mineral properties and deferred exploration and evaluation costs are dependent upon the existence of economically recoverable mineral reserves, the ability of the Corporation to obtain the necessary permits and financing to complete its exploration and development programs, and upon future profitable production or proceeds from the disposition of such properties.
The Interim Financial Statements have been prepared on a going concern basis which assumes that the Corporation will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Because of continuing operating losses, the Corporation's continuance as a going concern is dependent upon its ability to obtain and manage adequate financing to meet the financial obligations of the Corporation or to reach profitable levels of operation. To address its financing requirements, the Corporation may seek financing through measures that may include joint venture agreements, debt and equity financings, asset sales, and rights offerings to existing shareholders and/or other financial transactions.
It is not possible to predict whether financing efforts will be successful or if Unigold will attain profitable levels of operation. The Interim Financial Statements do not include any adjustments to the carrying
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values of assets and liabilities and the reported expenses and statement of financial position classification that would be necessary should the Corporation be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the Consolidated Financial Statements. These adjustments could be material.
Looking forward – Strategy and Objectives for 2025
- Secure additional funding for the Corporation through private placements or other financing activities to ensure that exploration programs are completed on the Neita Norte concession; and
- Utilize the funds raised to continue the development of the Neita Sur Concession with the following objectives:
- Continue to work with the Government of the Dominican Republic in order to convert Neita Sur Concession to a Mineral Exploitation (Mining) permit;
- Commence an Environmental and Social Impact Assessment covering the development of the oxide portion of the deposit and complete government and community consultations;
- If sufficient funds are available, begin systematic exploration of the known sulphide targets at the Candelones Extension deposit in order to enhance available resources and provide baseline information for preliminary mine design; and
- Establish a preliminary underground resource, basic mine plan, process flow sheet, and process plant design for the sulphide mineralization
In early 2022, the Corporation submitted an application to convert the southern half of the Neita Concession into a Mineral Exploitation (Mining) permit for the "Neita Sur" area. The Corporation's long-term objective is to establish sustainable operations within the Neita Sur for the benefit of all stakeholders. The application has passed exhaustive governmental reviews including two periods for public comments, the second and final of which closed in Q2/2022. No material comments were received from the public. The technical review by the General Directorate of Mining ("DGM") has been completed and all questions were addressed by Unigold or its consultants in Q1/2023. The application was forwarded to the Ministry of Energy and Mines for review and approval. A subsequent review process by the Ministry of Energy and Mines was completed in Q2/2023. The application was forwarded to the Executive Branch of the government in early Q3/2023 with a recommendation that the conversion of the area to an Exploitation Concession proceed. The application is at the final stage of the process and requires Presidential approval. The Corporation is hopeful that this Exploitation Concession Licence will eventually be granted but the process remains constrained by the DR government schedules and there can be no surety that the concession will be granted in a timely manner.
Under the Dominican Mining Law, no work can proceed until a decision on the Exploitation Concession Application has been finalized. Changes to the Dominican Ministry of the Environment regulations in early Q4/2024 allow applicants to proceed to an Environmental and Social Impact Assessment while the application is being considered. This change is meant to accelerate the timeline for mining projects. The Company intends to commence the ESIA process in advance of the Exploitation Concession decision, subject to financing. See PR No. 2024-11, November 26, 2024.
Unigold Inc. – Management Discussion and Analysis March 31, 2025 – Page 4
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In Q2/2023 the Corporation and Barrick Gold Corporation ("Barrick") entered into an exploration earn-in agreement on the Neita Norte Concession ("Neita Norte"). The Corporation finalized the documentation regarding this agreement in Q1 2024. Barrick commenced exploration in Q2/2024. See Section 11 - Binding Option Agreement.
The Corporation's long-term objective is to establish sustainable operations within the Neita Sur for the benefit of all stakeholders.
MD&A Highlights
TECHNICAL
Exploration & Evaluation Expenditures ("E&E")
The following table summarizes the E&E expenditures incurred during the three months ended March 31, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Geology/Field | ||
| Wages and salaries | $83,109 | $110,499 |
| Community relation | 50,436 | 69,418 |
| Camp and field expense (including geochemistry and geophysics) | 32,405 | 42,804 |
| Drilling (including supplies and logistics expenses) | 11,010 | 12,240 |
| Travel, domestic and international | 6,650 | 10,282 |
| Consulting (contract geologists and other technical specialists) | — | 440 |
| Media and social responsibility consulting | — | 98,000 |
| Technical Studies/Analysis | ||
| Laboratory analysis | 12,221 | 6,248 |
| Financial/Administrative Support | ||
| Project management including Country Director | 39,646 | 53,659 |
| Taxes and duties | — | 2,208 |
| Other G&A, legal, depreciation | 57,859 | 54,240 |
| Balance | $293,336 | $460,038 |
In mid-November 2022, Micon International Limited, Tierra Group International Ltd. and Promet 101 Consulting Pty Ltd. delivered the results of a feasibility study covering the oxide portion of the Candelones mineralization and an NI 43-101 technical report was filed on December 23, 2022.
> All groundwork on the Neita Sur is suspended starting January 1 2023 pending the granting of the Exploitation Concession that is currently under application. While the application is being processed, the Environmental Permit that allows ground-based activities like road construction and drill pad construction is suspended until the application process is complete.
Unigold Inc. – Management Discussion and Analysis March 31, 2025 – Page 5
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The granting of the Neita Norte Exploration Concession in April 2023 allowed the Corporation to resume exploration activities within this area. The Environmental Permit for this area has been reactivated. In Q1/2024, Unigold finalized an agreement that sets the framework to allow Barrick to earn into the Neita Norte over the next 8 years.
In 2023 the Corporation started a directed and intensive community consultation process which targeted community leaders, influencers, religious leaders, current and past politicians and environmental groups. The objective of this process was to provide truthful and accurate information regarding the Candelones Project in an attempt to lead the discussion around the permitting process. These activities continued throughout 2024 and set the foundation for the formal ESIA consultation process.
Results of Operations
A. Feasibility Study
The results of the Study on the oxide portion of the Candelones project were press released on November 10, 2022. The Study was prepared by Micon and other independent industry consultants.
The pertinent input parameters and results of the Candelones Oxide Study (Base Case) are presented in the NI43-101 report which is available on SEDAR+ ((UGD Technical Rep[ort 2022) and on our website (UGD website NI43-101) The technical report used a US$1650 gold price assumption. The gold price has doubled over the past two years.
Mineral Reserve and Resource Estimates
The oxide mineral reserves and resources for the Candelones project are summarized in Tables 6 and 7. The Study is based on the oxide mineral resources, estimated by Mr. W. Lewis, P.Geo. and Mr. A. San Martin, MAusIMM (CP) and the oxide mineral reserves, estimated by Mr. Abdoul Aziz Dramé, P.Eng. all of whom are employees of Micon. Micon is independent of Unigold and Messrs. Lewis, San Martin and Dramé each meet the requirements of a "Qualified Person" as established by NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves (May 2014). The effective date of the mineral reserve estimate is October 7, 2022.
The effective date of the mineral resource estimate is August 8, 2022. A Technical Report summarizing the estimation methodology, and procedures was filed on SEDAR and the Corporation's website on December 23, 2022.
Table 1.0 - Mineral Reserve Estimate - Candelones Oxide Project
| Mineralization Type | Category | Tonnes (x1,000) | Au g/t | Au oz | Waste/Ore Ratio |
|---|---|---|---|---|---|
| Oxide | Proven | 2,564 | 0.79 | 65,000 | |
| Total Proven | 2,564 | 0.79 | 65,000 | ||
| Oxide | Probable | 2,384 | 0.57 | 43,000 | |
| Transition | 649 | 0.62 | 13,000 | ||
| Total Probable | 3,033 | 0.58 | 56,000 | ||
| Total Proven + Probable | 5,597 | 0.67 | 121,000 | 0.40 |
Unigold Inc. - Management Discussion and Analysis March 31, 2025 - Page 6
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Table 2.0 – Mineral Resource Estimate – Candelones Oxide Project
| Mineralization Type | Category | Tonnes (x1,000) | Au g/t | Au oz | Waste/Ore Ratio |
|---|---|---|---|---|---|
| Oxide | Measured | 2,542 | 0.83 | 67,000 | NA |
| Oxide | Indicated | 2,483 | 0.60 | 48,000 | |
| Transition | 710 | 0.66 | 15,000 | ||
| Measured + Indicated | 5,735 | 0.71 | 130,000 | ||
| Oxide | Inferred | 1,094 | 0.43 | 15,000 | |
| Transition | 160 | 0.59 | 3,000 | ||
| Inferred | 1,255 | 0.45 | 18,000 |
Oxide Mineral reserves, with an Effective Date of October 7, 2022, were estimated by Mr. Abdoul Aziz Dramé, P. Eng, of Micon International Limited (“Micon”) a Toronto-based consulting company independent of Unigold. Mr. Dramé meets the meet the requirements of a “Qualified Person” as defined by NI 43-101. The reserve estimate is based on a long-term gold price of US$ 1650 per ounce and economic cut-off grades of 0.21 g/tonne (OXIDE) and 0.33 g/tonne (TRANSITION). Mineral reserves are reported within a final designed pit developed from an optimized pit shell. Mineral reserves assume 2.5% dilution, metallurgical recoveries of 88% (OXIDE) and 59% (TRANSITION); mining costs of US$ 1.84 to 2.39 per tonne (WASTE), US$2.25 per tonne (OXIDE) and US$ 2.75 per tonne (TRANSITION); processing costs of US$5.56 per tonne; G&A costs of US$1.31 per tonne and selling and royalty costs of US$ 3.18 per tonne.
Oxide Mineral resources, with an Effective Date of August 8, 2022, are inclusive of mineral reserves and were estimated by Mr. W. Lewis, P.Geo. and Mr. A. San Martin, MAusIMM(CP) of Micon International Limited. (“Micon”), a Toronto-based consulting company, independent of Unigold. Both Mr. Lewis and Mr. San Martin meet the requirements of a “Qualified Person” as defined by NI 43-101. The estimate is based on a long-term gold price of US$1,800 per ounce; metallurgical recoveries of 88% (OXIDE) and 59% (TRANSITION); mining costs of US$2.25 per tonne (OXIDE) and US$ 2.75 per tonne (TRANSITION); processing costs of US$5.97 per tonne; G&A costs of US$1.93 per tonne. Pit-constrained resources are reported within an optimized pit shell.
Micon has not identified any legal, political, environmental, or other risks that could materially affect the potential development of the mineral resource estimate.
The mineral reserve and resource estimates are classified according to the CIM Standards which define a Mineral Resource as “a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity, and other characteristics of a mineral resource are known, estimated, or interpreted from specific geological evidence and knowledge including sampling. Mineral resources are subdivided, in order of increasing geological confidence, into inferred, indicated, and measured categories. An inferred mineral resource has a lower level of confidence than an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource but has a lower level of confidence than a measured mineral resource.”
The CIM Standards define an inferred mineral resource as: “that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.” The reader is reminded that mineral resources are not mineral reserves and therefore do not have demonstrated economic viability.
Mining
The oxide mineral reserves included in the life-of-mine plan outcrop on surface are contained within a pit with a maximum depth of approximately thirty metres. The mine has a nominal production rate of 5,000 tonnes per day. Contract mining is assumed using a local, established construction contractor in the Dominican Republic. The material is free-dig at surface. The top 5.0 metres is expected to be sorted and the fine fraction agglomerated prior to placement on the leach pad to counter the high clay content observed near surface. The classification-agglomeration of the upper portion of the deposit was added to mitigate any potential percolation issues at the base of the heap leach pad as well as to maximize gold
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recovery. Most of the oxide resource mining assumes a small percentage of ripping along with mechanical loading by excavator; no drilling and blasting is necessary. As the pit deepens an aggressive ripping program with D8 triple shank and excavator ripper will be used to prepare each bench for loading by excavator.
Processing
A total of 150,000 tonnes per month of material will be extracted and hauled approximately 3 km onto a Run-of-Mine heap leach pad that will follow local contours with a minimum of earthworks. Gold and silver will be recovered in an adsorption-desorption-recovery circuit and electrowinning cells, with gold room recovery and production of Dore bullion bars. Silver credits are not included in the financial modelling. No tailings facility is required. Gold recovery estimates for oxide and transition mineralization are based on a column leach test work completed at Bureau Veritas Commodities Canada Ltd. Metallurgical test laboratories, Vancouver, where preliminary results indicate 88% gold extraction in 30 days for -19 mm oxide mineralization and over 59% gold extraction in 43 days for -12.5 mm transition mineralization. This study uses a weighted average of 85% leach recovery with a 70-day leach cycle.
Surface Infrastructure and Indirect Costs
The mining and processing infrastructure will be located at the Candelones site. Site power is assumed to be supplied by generators under contract. The mine site is directly accessible by an International paved highway. No off-site infrastructure is expected to be required. Process Water is available in the immediate area. Surface water management includes ditches, ponds, and pumping stations.
Indirect costs including owner's costs, engineering, procurement, and construction management, temporary facilities for construction, and other related items are estimated at US$3.7 million. An additional US$4.1 million (pre-production) has been budgeted as contingency for specific direct and indirect costs.
Royalties
A 5% royalty on all metals produced from the Candelones Project is payable to the Dominican Republic Government and forms a minimum tax. The royalty payments are credited against the 27% tax on Net Income. A community contribution of 5% of after-tax income is also provided for within the 10% total royalty applied in this Study. The royalty calculation is believed to be a conservative estimate of the ultimate burdens.
Environment and Closure
The Candelones Project is located almost entirely on land owned by the Dominican Government. The project requires the submittal of an Environmental and Social Impact Assessment ("ESIA"). The Corporation will engage the Government through the Ministerio de Medio Ambiente y Recursos Naturales to develop the framework for the ESIA once the Exploitation Concession has been approved. Environmental baseline data collection has been completed, and all collected baseline data will inform the ESIA, which will commence once the framework is finalized. Community consultations have started and will continue for the remainder of the year managed by the Unigold CSR onsite team. In addition to ESIA approval, the project will require other permits and authorizations prior to the construction and operation of the mine. Requests for these normal course approvals will be submitted following the ESIA approval.
A closure plan for the Candelones project will be developed in consultation with the Government and the local communities as part of the ESIA. Closure costs are estimated at US$5.1 million. The objective of site closure is to return the site to a fully satisfactory state that includes eliminating all unacceptable health hazards and ensuring public safety, eliminating the production and spread of contaminants that could
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damage the environment, and to return the site to an environmentally sound condition without the need for maintenance or continuous monitoring.
Stakeholder Engagement
The Candelones Project is located south of the town of Restauracion in the northwestern Dajabon Province of the Dominican Republic, within a border area that has been designated for preferential development by the government of the Dominican Republic. Unigold has been proactive in community engagement for the past twenty years. Project consultations were initiated in 2020 and will continue through to project initiation at a future date pending permit approval. Numerous stakeholders have expressed an interest in learning about the project. Surveys conducted by Unigold in 2020 allowed members of the community to voice concerns about water quality, land disturbance, blasting operations, dust control, and impacts on wildlife. Unigold is committed to addressing concerns and continuing the dialogue with potentially affected stakeholders through the detailed engineering and environmental assessment process.
The local community has expressed strong support for the project. The main interest in the project has a focus on employment and entrepreneurial opportunities. In early 2023 Unigold opened an Information and Corporate Social Responsibility Office in the town of Restauracion which has become the focus of community engagement and management. Community engagement programs have been maintained to date by utilizing staff that otherwise would have been engaged in construction, engineering, and site preparation activities.
B. Exploration
Geological Setting
Unigold's Neita concession covers a 21,031 Ha area within the highly prospective Tireo Formation, a 300 km x 75 km succession of intermediate volcanic and sedimentary rocks trending northwesterly through the island of Hispaniola. The island of Hispaniola was formed by island arc volcanism and tectonism, the result of subduction of the North America plate below the Caribbean plate during the Cretaceous Period. Island arc volcanism elsewhere in the world are highly prospective areas for Cu and Cu-Au porphyry deposits; Low to high sulphidation Au and Au-Ag epithermal deposits; and Volcanogenic Hosted Massive Sulphide ("VHMS") Au-Ag-Cu-Zn deposits.
Exploration within the Tireo Formation has identified multi-million-ounce gold discoveries at Neita (Unigold), Romero (GoldQuest) and significant mineralization at La Miel in Haiti.
The current model guiding exploration assumes at least three mineralization events. The initial phase of mineralization is interpreted to be a low-grade gold, copper, zinc and silver VHMS event. This mineralization is believed to be the result of intermediate volcanism in a shallow-water, back-arc environment. Mineralization is hosted in dacite volcanoclastics that have been extensively brecciated. The dacites are capped by andesite volcanoclastics that are largely barren. A second style of mineralization, closely associated with the VHMS mounds, emplaced anomalous gold, silver, copper and zinc mineralization with disseminated sulphides that flood along the andesite-dacite contact and extends several tens of metres into the host dacites. This disseminated mineralization, spatially related to the andesite-dacite contact, was the focal point of exploration from 2010 through 2012. Subsequent volcanism is believed to have produced a second Intermediate Sulphidation Epithermal gold-copper mineralization event that migrated into the host dacites along high angle fault zones. Finally, late-stage
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intermediate – mafic volcanism remobilized mineralization along the contacts of dikes and sills that appear to be intruded along the same fault systems as the epithermal gold-copper event.
Past Exploration Activity
For historical exploration activity, see Unigold Annual Reports or the Corporation's Annual Information Form ("AIF") available at www.sedarplus.ca or on the Corporation's website.
Recent Activity
In 2023, the Corporation conducted minimal groundwork on the oxide portion of the deposit. While the application for an Exploitation Licence is ongoing, the Environmental Permit that allows ground-based work is effectively suspended.
Project work to date remains unchanged from year-end 2022 and includes:
| Compilation data | PROJECT TO DATE |
|---|---|
| Oxide test pits | 31 |
| Drilling - holes | 722 |
| Drilling - metres | 161,656 |
| Trenching – metres | 31,559 |
| Geochemical analysis | 160,278 |
| Grab samples | 11,089 |
| Soil samples | 32,704 |
| Stream samples | 884 |
| Induced polarization lines – km | 196 |
| Magnetic survey lines – km | 687 |
Financial Performance
FINANCIAL POSITION AND CORPORATE SPENDING
At March 31, 2025:
- Unigold had $73,032 cash to settle accounts payables and accrued liabilities of $474,668 (December 31, 2024 - $149,607 to settle liabilities of $351,921).
- The Corporation had other current assets of:
- receivables of $25,492 (December 31, 2024 – $20,858), which includes recoverable HST of $16,309 (December 31, 2024 – $11,676);
- other financial assets and prepaid expenses of $112,091 (December 31, 2024 – $95,910) which are mainly attributable to prepaid insurance premiums, technical deposits and annual listing and securities regulators' fees.
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Selected Period Information
The following table provides selected financial information and should be read in conjunction with the Corporation's Interim Financial Statements:
| As at | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Total assets | $641,706 | $723,391 |
| Total liabilities | $(474,668) | $(351,921) |
| Accumulated deficit | $(82,717,260) | $(82,232,895) |
| For the three months ended | March 31, 2025 | March 31, 2024 |
| Net loss for the period | $499,886 | $716,169 |
| Net loss per share | $0.00 | $0.00 |
| Weighted average shares issued and outstanding | 275,861,505 | 255,587,643 |
As noted above, during the Reporting Period, Management continues to minimize operations and conserve cash pending the grant of the Exploitation Permit. Operations expenditures included:
- $293,336 (2024 - $460,038) was expended on E&E. All costs related to the Project are charged to E&E including project management, wages and salaries, camp and field expenses. See costs table above.
- While waiting for the issuance of the Neita Exploitation Permit, Project Management seized the opportunity to a) make reparations and improvements to the camp and b) to undertake a number of service projects in the surrounding community. See Stakeholder Engagement.
- Management and directors' fees remained constant year-over-year.
- Professional and consulting fees were lower ($9,500 versus $74,291) primarily due to higher legal fees incurred in relation to the Barrick joint venture during 2023_2024.
- Amortization was lower ($25,925 versus $34,422) as a result of the declining balance method used to estimate depreciation on the Corporation's capital assets.
- G&A and listing and shareholder information expense were lower year-over-year primarily due to less field activity.
- Share-based compensation is the amortization of the fair value of stock options as they vest; both the 2025 and 2024 SBC expense recorded relates to options granted in 2023.
During the most recent quarter, expenses remained relatively stable year-over-year. See comments above for detailed analysis of the Q1 spending.
| $ thousands, except per share amounts | 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |
| Net loss | (500) | (501) | (511) | (599) | (716) | (1,031) | (481) | (1,027) |
| Net loss per share | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.01) | (0.00) | (0.00) |
| E&E expenditures | (293) | (377) | (293) | (355) | 460) | (601) | (330) | (770) |
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4. Liquidity and Capital Resources
The Corporation considers the capital that it manages to include share capital, warrants and share-based payments reserves, and accumulated deficit. The Corporation manages and makes adjustments to its capital structure based on the funds needed in order to support the acquisition, exploration, and development of mineral properties. Management does this in light of changes in economic conditions and the risk characteristics of the underlying assets.
In two tranches dated May 13, 2024 and June 5, 2024, Unigold closed a non-brokered private placement with the issuance of 18,668,125 Units of the Corporation at a price of $0.08 per Unit for gross proceeds of $1,493,450. A foreign exchange translation loss recorded at the time of the share issuance increased share capital by a (non-cash) equivalent amount of $17,836.
On February 20, 2025 Unigold closed a non-brokered private placement with the issuance of 3,664,374 units of the Corporation ("February Unit") at a price of $0.08 per unit, for gross proceeds of $293,150 ("February Offering"). Each February Unit consists of one Common Share and one-half of one Common Share purchase warrant. Each February Warrant entitles the holder thereof to purchase a Common Share at an exercise price of $0.12 prior to February 20, 2029. A fair value of $54,309 was assigned to the February Warrants.
Unigold has no producing properties and, consequently, has no current operating income or cash flow. Financing of the Corporation's activities to date has been primarily obtained from equity issuances. The continuing development of the Corporation's properties therefore depends on the Corporation's future ability to obtain additional financing through equity issuances, debt, or sale of assets. In the event that the Corporation is unable to secure future financing, it may not be able to make additional acquisitions or advance exploration, and for these reasons, there may exist material uncertainties that cast significant doubt on the ability of the Corporation to continue as a going concern.
5. Key Management Compensation
Since January 1, 2020, the Corporation has retained Grove Corporate Services Ltd. ("Grove") to provide issuer corporate services, including corporate communications and administration assistance and certain services provided by the Chief Financial Officer ("CFO") and Corporate Secretary, (the "Services").
The following is the compensation recorded for Key Management, the aggregate of which was paid to individuals and Grove, during the three months ended March 31, 2025, and 2024:
| For the three months ended March 31, | 2025 | 2024 |
|---|---|---|
| Corporate management fees (1) | $74,279 | $69,668 |
| Directors' fees | 35,000 | 35,000 |
| Technical management fees (2) | 74,833 | 72,846 |
| Share-based compensation | 2,304 | 4,976 |
| $186,416 | $182,490 |
(1) Includes the fees incurred for the CEO, CFO, and Corporate Secretary (Toronto).
(2) Certain corporate and technical fees (part CEO, V.P. Exploration and COO) are classified as exploration and evaluation expenditures on the statement of loss and comprehensive loss.
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Included in accounts payable and accrued liabilities at March 31, 2025, is $316,984 (2024 - $57,373) due and owing to Key Management for unpaid management and directors' fees and reimbursable expenses.
6. Related Party Transactions
The Corporation's related parties as defined by IAS 24, Related Party Disclosures, include the Corporation's subsidiaries, the Board of Directors, close family members and enterprises that are controlled by these individuals and key management as well as certain persons performing similar functions.
(i) A director participated in the February Offering with an investment of US$100,000 ($146,575).
(ii) During the three months ended March 31, 2025, Grove charged $38,279 for the Services during the period (2024 - $37,444).
7. Share Capital Activity
Authorized – The Corporation is authorized to issue an unlimited number of common shares with no par value. Issued and outstanding Common Shares of the Corporation at March 31, 2025, is 277,920,142 (December 31, 2024 – 274,255,768).
See Interim Financial Statements for details of the 2024 and 2025 share capital activity.
The following is the share capital activity for the Reporting Period.
| Number of common shares | Amount | |
|---|---|---|
| Balance, December 31, 2023 | 255,587,643 | $78,944,942 |
| Private placements | 18,668,125 | 1,511,286 |
| Fair value of warrants issued | – | (266,016) |
| Balance, December 31, 2024 | 274,255,768 | $80,190,212 |
| Private placement | 3,664,374 | 293,150 |
| Fair value of warrants issued | – | (54,309) |
| Balance, March 31, 2025 | 277,920,142 | $80,429,053 |
(a) Reserve for share purchase warrants
See Interim Financial Statements for details of the 2024 and 2025 warrant activity
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The following is a summary of warrants outstanding at March 31, 2025:
| Exercise Price | Number of Warrants Outstanding | Weighted Average Remaining Contractual Life in Years | Expiry Date |
|---|---|---|---|
| $0.30 | 16,629,167 | 0.23 | June 23, 2025 |
| $0.30 | 29,371,175 | 0.75 | December 31, 2025 |
| $0.30 | 8,008,750 | 0.75 | December 31, 2025 |
| $0.30 | 16,053,750 | 0.75 | December 31, 2025 |
| $0.12 | 1,555,937 | 3.12 | May 13, 2028 |
| $0.12 | 7,778,124 | 3.18 | June 5, 2028 |
| $0.12 | 1,832,187 | 3.90 | February 20, 2029 |
| 81,229,090 | 1.00 |
(b) Reserve for share-based payments
See Interim Financial Statements for details of the 2024 and 2025 share-based payment activity.
The following table summarizes the Corporation's share-based payments reserve activity during the year ended December 31, 2024, and the three months ended March 31, 2025:
| Three months ended March 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Balance, beginning of period | $471,818 | $785,127 |
| Expired options – transferred to deficit | (15,521) | (330,208) |
| Vesting of options | 2,304 | 16,899 |
| Balance, end of period | $458,601 | $471,818 |
The following table summarizes the Corporation's outstanding stock options as of March 31, 2025:
| Exercise Price | Number of Options Outstanding | Weighted Average Remaining Contractual Life – Years | Number of Options Exercisable | Expiry Date |
|---|---|---|---|---|
| $0.30 | 1,000,000 | 0.85 | 1,000,000 | February 5, 2026 |
| $0.22 | 200,000 | 1.17 | 200,000 | September 1, 2026 |
| $0.15 | 5,700,000 | 3.70 | 5,450,000 | December 11, 2028 |
| $0.18 | 6,900,000 | 3.22 | 6,650,000 |
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8. Commitments, Contingencies, and Contractual Obligations
The Corporation's exploration activities are subject to various federal, provincial, and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Corporation conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Corporation plans to make expenditures, in the future, to comply with such laws and regulations as applicable.
See Interim Financial Statements for details of commitments, contingencies and contractual obligations.
The following table summarizes the annual obligations of the Corporation:
| Expressed in Canadian dollars | ($) |
|---|---|
| CANADA | |
| Management fees (i) | 240,000 |
| Directors' fees (ii) | 100,000 |
| Corporate services (iii) | 152,283 |
| DOMINICAN REPUBLIC | |
| Management fees (i) | 230,000 |
| Directors' fees (ii) | 40,000 |
| Severance (iv) | 253,454 |
| Office leases | 9,066 |
9. Trend Information
Current sluggish equity markets and volatile commodity prices are making it very challenging for junior mining companies to raise exploration funds. There are no other major trends that are anticipated to have a material effect on the Corporation's financial condition and results of operations in the near future.
10. Off-Balance Sheet Arrangements
The Corporation has no off-balance sheet arrangements, no capital lease agreements, and no long-term debt obligations.
11. Binding Option Agreement
On April 24, 2024, Unigold executed a binding option agreement with Barrick Gold Corporation that details the terms under which the Corporation will allow Barrick to earn into and form a joint venture ("JV"), in respect of the Neita Norte (DR). Unigold will grant Barrick the exclusive option to acquire a 60% undivided interest in the Neita Norte by incurring certain expenditures:
(i) incurring not less than US$2.5 million of expenditures in respect of the concession within the first three years;
(ii) incurring a total of not less than US$8 million of expenditures in respect of the concession within the first six years and delivering a PEA;
(iii) incurring a total of not less than US$12 million of expenditures in respect of the concession within the first eight years and delivering a PFS; and
(iv) delivering a written notice to UGD electing to exercise the earn-in right.
Following the earn-in of a 60% interest, Barrick will have the ability to elect to sole-fund and deliver a feasibility study by the end of year twelve which will allow Barrick to increase its ownership in the JV to 80%. The JV will be subject to standard dilution clauses which include the criteria that should any partner own less than 15% of the JV they would be immediately diluted to a 2.5% NSR royalty. Barrick will be the manager and operator of the project.
Exploration commenced in early 2024 and is ongoing with further tasks to be completed.
There are no other proposed transactions that will materially affect the performance of the Corporation. However, as is typical of the gold exploration sector, Unigold's Management is continually reviewing potential property acquisition, investment, and joint venture transactions and opportunities in order to expand the Corporation's asset base.
12. Significant Accounting Judgments and Estimates
The Corporation prepares its Interim and Annual Financial Statements in accordance with IFRS. The most significant accounting estimates are the policy of capitalizing exploration costs on its properties and the valuation of such properties, and the share-based compensation calculation.
The Corporation reviews its portfolio of exploration properties on an annual basis to determine whether a write-down of the capitalized cost of any property is required. The recoverability of the amounts shown for exploration properties and deferred exploration and evaluation assets is dependent on the existence of economically recoverable reserves, and the ability to obtain financing to complete the development of such reserves.
The Corporation uses the Black-Scholes model to determine the fair value of options and warrants. The main factor affecting the estimates of share-based compensation is the share price volatility used. The Corporation uses the historical price data and comparables in the estimate of future volatilities.
See Interim Financial Statements – note 5 - Significant Accounting Judgments and Estimates.
13. Risks and Uncertainties
At the present time, Unigold does not hold any interest in a producing mining property. The Corporation's viability and potential successes lie in its ability to develop, exploit, and generate revenue out of mineral deposits. Revenues, profitability, and cash flow from any future mining operations involving the Corporation will be influenced by precious and/or base metal prices and by the relationship of such prices to production costs. Such prices have fluctuated widely and are affected by numerous factors beyond the Corporation's control.
Permitting and Licencing
On February 25, 2022, Unigold applied to split the Neita Concession into 2 parts: Neita Sur and Neita Norte. The Neita Norte concession (the northern half of the Neita Fase II concession) is the subject of a new Exploration Concession application. The southern portion of the concession, the Neita Sur area, is
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the subject of an Exploitation Concession application which would give Unigold the sole right to extract specific minerals from this area for 75 years. The permit application is in process and subject to Presidential approval. Although Management is not aware of any impediment to obtaining the permit, this is not assured.
On May 6, 2022, Unigold applied for an extension of its Environmental permit which allows the Corporation to continue to conduct exploration activities on Neita Fase II. This extension is pending the finalization of both the Neita Sur and Neita Norte applications at which point the Ministry of the Environment is expected to renew the license to conduct exploration activities.
On April 27, 2023, Unigold announced that the Neita Norte Concession had been granted by the Ministry of Energy and Mines of the Dominican Government. The Neita Norte Concession has been granted for a three-year period with the possibility of two one-year extensions. Unigold has reactivated the environmental permit to allow exploration to continue over this concession area.
Under the Dominican Mining Law, no work can proceed until a decision on the Exploitation Concession Application has been finalized. Changes to the Dominican Ministry of the Environment regulations in early Q4/2024 allow applicants to proceed to an Environmental and Social Impact Assessment (ESIA) while the application is being considered. This change is meant to accelerate the timeline for mining projects. The Company intends to commence the ESIA process in advance of the Exploitation Concession decision, subject to financing. See PR No. 2024-11, November 26, 2024.
While Unigold believes that it is in compliance with applicable legislation and is up to date with required regulatory filings, there can be no certainty that permits over the Neita Sur will be issued in a timely manner. Unigold's exploration properties are subject to ongoing renewal and application processes. Should renewals and applications not be granted, then the carrying value of the exploration and evaluation assets may be impaired.
Nature of Mineral Exploration and Development Projects
Mineral exploration is highly speculative in nature, involves many risks and frequently is non-productive. There is no assurance that exploration efforts will be successful. The exploration and development of mineral deposits involves significant financial and other risks over an extended period of time, which even a combination of careful evaluation, experience, and knowledge may not eliminate. Few mining properties that are explored are ultimately developed into producing mines. Major expenses are required to establish reserves by drilling and to construct mining and processing facilities. Large amounts of capital are frequently required to purchase necessary equipment. It is impossible to ensure that the current or proposed exploration programs on properties in which the Corporation has an interest will result in profitable commercial mining operations.
Success in establishing mineral reserves through exploration is the result of a number of factors, including the quality of management, the Corporation's level of geological and technical expertise, the quality of land available for exploration and other factors. Once mineralization is discovered, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through drilling, to determine the optimal metallurgical process to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Whether a deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as its size and grade, costs and efficiencies of the recovery methods that can be employed, proximity to infrastructure, financing costs and governmental regulations, including
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regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of gold or silver, and environmental protection.
The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on its invested capital. Because of these uncertainties, no assurance can be given that exploration programmes will result in the establishment or expansion of resources or reserves.
The Corporation's Properties Are Subject to Title Risks
The Corporation has taken all reasonable steps to ensure that it has proper title to its properties. However, the Corporation cannot provide any guarantees that there are no prior unregistered agreements, claims or defects that may result in the Corporation's title to its properties being challenged. A successful challenge to the precise area and location of these claims could result in the Corporation being unable to operate on its properties as anticipated or being unable to enforce its rights with respect to its properties, which could have a material and adverse effect on the Corporation's future cash flows, earnings, results of operations and financial condition.
The Corporation and Its Projects Are Subject to Risks of Operating in Foreign Countries
The Corporation's projects are subject to the risks of operating in foreign countries. The Corporation's foreign operations and investments and its ability to carry on its business in the normal course may be adversely affected by political and economic considerations such as civil unrest, war (including in neighbouring states), terrorist actions, labour disputes, corruption, sovereign risk, political instability, the failure of foreign parties, courts or governments to honour or enforce contractual relations, changing government regulations with respect to mining (including environmental requirements, taxation, land tenure, foreign investments, income repatriation and capital recovery), fluctuations in currency exchange and inflation rates, import and export restrictions, challenges to the Corporation's title to properties or mineral rights, problems renewing concessions and permits, opposition to mining from environmental or other non-governmental organizations, increased financing costs, instability due to economic under-development, inadequate infrastructure, and the expropriation of property interests. In addition, the enforcement by Unigold of its legal rights to exploit its properties or to utilize its permits and concessions may not be recognized by the court systems in the Dominican Republic. The occurrence of one or more of these risks could have a material and adverse effect on the viability and financial performance of its foreign operations, which could have a material and adverse effect on the Corporation's future cash flows, earnings, results of operations and financial condition. Any of these events could also result in conditions that delay or prevent the Corporation from exploring or developing its properties even if economic quantities of minerals are found.
Financing Risk
To fund future investments in its mineral properties the Corporation requires capital. Subject to economic conditions at the time, there can be no assurance the Corporation would be able to raise additional debt or equity financing on acceptable terms. If the Corporation cannot finance its future projects, it could have a material and adverse effect on the Corporation's future cash flows, earnings, results of operations and financial condition.
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14. Environmental Matters
In the risks section above, reference was made to several risks impacting on environment matters. Unigold believes that it is in compliance with all environmental regulations in the Dominican Republic and has made no provision for environmental remediation costs as such costs are believed to be immaterial. Environmental remediation of exploration sites is an ongoing and continuous activity. The Corporation has completed baseline environmental work in preparation for commencing an ESIA to support a final production decision for the Oxide Project at Candelones.
CSR, Safety and Health
The Corporation engages in and adheres to the principles of sound Corporate Social Responsibility ("CSR") with the local communities and people where it operates. While the Corporation recognizes that the funds to achieve these goals are derived from shareholders' investment in the Corporation, it also believes that those same shareholders recognize that pragmatic and cost-effective CSR activity benefits all stakeholders and enables ongoing field activity with the support of local leaders, government, landowners and the community in general. There were no reportable environmental compliance events during the period.
15. Material Accounting Policies – Changes and Issuances
Future accounting standards
Standards issued and effective for annual periods beginning on or after January 1, 2025:
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assets the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.
The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required, and early adoption is permitted.
Presentation and Disclosure in Financial Statements (IFRS 18)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replace IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required, and early adoption is permitted.
Sale of Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however, early adoption is permitted.
16. Financial Instruments and Capital Management
Fair Value
IFRS requires that the Corporation disclose information about the fair value of its financial assets and liabilities. The carrying amounts for cash and cash equivalents, sundry receivables, accounts payable and accrued liabilities on the Statements of Financial Position approximate fair value because of the limited term of these instruments. Fair value estimates are made at the statement of financial position date based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
Credit Risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Corporation's credit risk is primarily attributable to cash, other receivables, other financial assets and other investments. Cash is held with reputable Canadian financial institutions, from which management believes the risk of loss to be minimal. Financial instruments included in other receivables consist of harmonized sales tax due from the Federal Government of Canada.
Liquidity Risk
The Corporation has in place a planning and budgeting process to help determine the funds required to support the Corporation's normal operating requirements on an ongoing basis and its capital, administrative, and exploration and evaluation expenditures. The Corporation ensures that there are sufficient funds to meet its short-term requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.
As at March 31, 2025, the Corporation has working capital deficit of $264,053 (December 31, 2024 - $85,546), and $73,032 cash to settle current accounts payable and accrued liabilities of $474,668 (December 31, 2024 - $149,607 cash to settle current accounts payable and accrued liabilities of $351,921). The Corporation's other current assets consist of other receivables of $25,492 (December 31, 2024 - $20,858) which is principally HST and other financial assets and prepaid expenses of $112,091 (December 31, 2024 - $95,910). Management believes the Corporation's liquidity risk to be high.
See Interim Financial Statements – note 2 – Going Concern.
Market Risk
At the present time, the Corporation does not hold any interest in mining property that is in production. The Corporation's viability and potential success depend on its ability to develop, exploit, and generate revenue from the development of mineral deposits. Revenue, cash flow, and profits from any future mining operations in which the Corporation is involved will be influenced by precious and/or base metal
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prices and by the relationship of such prices to production costs. prices can fluctuate widely and are affected by numerous factors beyond the Corporation's control.
Foreign Exchange Risk
The Corporation's financings are principally in Canadian dollars. Certain expenditures of the Corporation's subsidiary Unigold Dominicana, S.R.L.'s activities are incurred in U.S. dollars (USD) and Dominican Pesos (DOP) and are therefore subject to gains or losses due to fluctuations in exchange rates. The Corporation is therefore subject to foreign exchange risk. As at March 31, 2025, the Corporation had foreign cash balances in the Canadian equivalent of $54,616 and trade payables of $73,081 (December 31, 2024 – $147,501 and trade payables of $94,463). Sensitivity to a plus or minus 5% change in the foreign exchange rate would have resulted in an increase in the net assets of the Corporation in the amount of $510 at March 31, 2025 (December 31, 2024 – decrease of $2,652). The Corporation does not undertake currency hedging activities to mitigate its foreign currency risk.
Interest Rate Risk
The Corporation's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its financial institutions. The Corporation periodically monitors the investments it makes and is satisfied with the creditworthiness of its financial institutions. As at March 31, 2025, interest rate risk is minimal since the Corporation has no interest-bearing debt instruments.
Commodity Price Risk
The ability of the Corporation to develop its properties and the future profitability of the Corporation is directly related to the market price of certain minerals.
Sensitivity Analysis
The Corporation is exposed to foreign currency risk of fluctuations on financial instruments that are denominated in US$ and Dominican Republic Pesos related to cash balances, other investments and accounts payable. Sensitivity to a plus or minus 5% change in the foreign exchange rate would not have resulted in a significant fluctuation during the three months ended March 31, 2025 and the year ended December 31, 2024.
Capital Management
Unigold considers its capital structure to consist of total equity attributable to equity holders of the Corporation. The Corporation manages its capital structure and makes adjustments to it, in order to have the funds available to support its exploration and corporate activities. The Corporation's objective in managing capital is to safeguard its ability to operate as a going concern. The Corporation is in the development stage and as such is dependent on external financing. In order to carry out planned exploration and development, and pay for administrative and operating costs, the Corporation will spend its existing working capital. The Corporation's objective when managing capital is to safeguard the Corporation's ability to continue as a going concern in order to pursue the exploration of its exploration properties and maximize shareholder returns. The Corporation satisfies its capital requirements through careful management of its cash resources and by equity issues, as necessary, based on the prevalent economic conditions of both the industry and the capital markets and the underlying risk characteristics of the related assets. Management reviews its capital management approach on an ongoing basis. The Corporation is not subject to externally imposed capital requirements.
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- Report on Internal Control over Financial Reporting and Disclosure Controls and Procedures
In connection with Exemption Orders issued in November 2007 by each of the British Columbia Securities Commission and Ontario Securities Commission, the Chief Executive Officer and Chief Financial Officer of the Corporation have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the Annual Financial Statements and the Corporation's related MD&A. In contrast to the certificate under National Instrument 52-109 (Certification of Disclosure in Issuer's 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 and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Corporation with the Annual Filings on SEDAR at www.sedar.com. Management believes that based upon the evaluations and actions taken to date, reasonable assurance can be provided that there is no material misstatement of the financial results reported as of March 31, 2025.
- Outstanding Share Data
See note 8 in the Interim Financial Statements for details of common shares, warrants, finder warrants, and stock options activity during the reporting period.
| As at | Common Shares | Warrants | Stock Options | Fully Diluted |
|---|---|---|---|---|
| December 31, 2023 | 255,587,643 | 70,062,842 | 9,196,000 | 334,846,485 |
| December 31, 2024 | 274,255,768 | 79,396,903 | 7,050,000 | 360,702,671 |
| May 30, 2025 | 279,752,642 | 82,145,340 | 6,900,000 | 368,797,982 |
- Qualified Person
The foregoing scientific and technical information has been prepared or reviewed by Joseph Hamilton, P.Geo., CEO of the Corporation. Mr. Hamilton is a "qualified person" within the meaning of National Instrument 43-101.
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- Corporate Directory
Directors
Joseph Hamilton
Charles Page (Lead Director)
Joseph Del Campo (Chair – Audit)
Steve Haggarty
Normand Tremblay
Jose Francisco Arata (DR)
Osvaldo A. Oller (DR)
Officers and Management
Joseph Hamilton, Chairman, and CEO
Donna McLean, CFO
Helga Fairhurst, Corporate Secretary
Ramon Tapia, Country Director - DR
Auditors
McGovern Hurley LLP,
Toronto, Ontario
Legal Counsel
Bennett Jones LLP,
Toronto, Ontario
Marat Legal, S.R.L.
Santo Domingo, Dominican Republic
Registrar & Transfer Agent
Computershare Trust Corporation of Canada,
Toronto, Ontario
Banker
Bank of Montreal,
Toronto, Ontario
Executive Office
Ste. 1800 – 372 Bay St.
Toronto, Ontario M5H 2W9 Canada
Tel: 416-866-8157
E-mail: [email protected]
Shareholder Information
Contact Information:
Computershare Investor Services
100 University Ave., 8th Floor
Toronto, ON M5J 2Y1
1 800 564-6253
Web Contact Form:
www.investorcentre.com/service
Further information about the Corporation or copies of the Annual or Quarterly Reports and press releases are available from Unigold's website at www.unigoldinc.com.
The Corporation's filings with Canadian securities regulatory authorities can be accessed on 'SEDAR' at www.sedar.com.
Information provided as of May 30, 2025.