AI assistant
Walker River Resources Corp. — Management Reports 2025
Apr 28, 2025
46981_rns_2025-04-28_336f7590-9113-46e1-b8cf-1c1f02c98b51.pdf
Management Reports
Open in viewerOpens in your device viewer
Walker River Resources
Management's Discussion and Analysis
For the three months ended February 28, 2025
Walker River Resources
This Management’s Discussion and Analysis (“MD&A”), prepared as at April 28, 2025, should be read in conjunction with the condensed interim consolidated financial statements and notes for the three months ended February 28, 2025, which were prepared in accordance with International Financial Reporting Standards.
This management’s discussion and analysis may contain forward-looking statements in respect of various matters, including upcoming events. The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
DESCRIPTION OF BUSINESS
Walker River Resources Corp. (the “Company”) was incorporated pursuant to the Business Corporations Act (British Columbia) on December 16, 2010, as Rhino Exploration Inc. On March 4, 2013, the Company changed its name to Walker River Resources Corp. The principal business of the Company is the identification, evaluation, acquisition and exploration of mineral properties. The Company’s shares are listed for trading on the TSX Venture Exchange under the symbol WRR.
In March of 2017, the Company incorporated a subsidiary, Walker River Resources LLC, a Nevada company (the “Subsidiary”). The Company holds 100% of the issued and outstanding shares of the Subsidiary.
The Company is an exploration stage company and is in the process of exploring its interest in the Lapon Gold Project (Nevada, USA) (the “Lapon Gold Project”) which consists of the Lapon Canyon Project, the Rattlesnake Project (the “Rattlesnake”), and the Pikes Peak Project (the “Pikes Peak”). At February 28, 2025, the Company had not yet determined whether any of its projects contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and future profitable production from the properties or realizing proceeds from their disposition.
On December 19, 2024, the Company’s wholly owned subsidiary, Walker River Resources, LLC, borrowed from Nevada Canyon Gold, LLC, a wholly owned subsidiary of Nevada Canyon Gold Corp. (“Nevada Canyon”), $287,400 (US$200,000) in exchange for a promissory note for a maximum of US$500,000. The principal amount borrowed under the note payable accumulated interest at a rate of 12% per annum. In the event of default, the Company agreed to grant to Nevada Canyon a production royalty from the Lapon Canyon Project, based on the percentage of the Net Smelter Return Royalty (“NSR”) as defined in the Royalty Purchase Agreement dated May 24, 2024.
On January 31, 2025, Walker River Resources, LLC, entered into an Exploration Stream Earn-in Agreement (the “Agreement”) with Nevada Canyon, LLC to explore and develop the Lapon Canyon Project, a portion of the Lapon Gold Project. The Agreement grants Nevada Canyon the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of US$5,000,000 over three years.
The Agreement provides that, subject to certain conditions, the Company will grant Nevada Canyon an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. Nevada Canyon has the right to accelerate the completion of the minimum work requirements and exercise its earn-in right at its discretion.
Upon Nevada Canyon acquiring the 50% Earned Interest, the Parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is
Page | 1
Walker River Resources
diluted below 10% its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of US$2,500,000.
On the closing of the Agreement, the $289,680 (US$200,000) principal, including accrued interest of $4,107 (US$2,835) for a total of $293,787, was deemed satisfied in full and credited toward Nevada Canyon’s exploration obligations for the first annual period.
LAPON GOLD PROJECT, NEVADA
The Company owns 100% of the Lapon Gold Project, which is comprised of 147 claims, and includes the Lapon Canyon Project, the Rattlesnake Project, and the Pikes Peak Project.
On May 24, 2024, the Company entered into a royalty purchase agreement with Nevada Canyon to sell a 2% NSR on the Lapon Canyon portion of the Lapon Gold Project for $409,140 (US$300,000). On June 12, 2024, the Company sold to Nevada Canyon a 2% NSR on Pikes Peak Project for $205,500 (US$150,000).
On January 31, 2025, as described in Description of Business section of this MDA& Walker River Resources, LLC, entered into the Agreement with Nevada Canyon, LLC to explore and develop the Lapon Canyon Project.
As at February 28, 2025, the Company has not incurred any decommissioning costs related to the exploration and evaluation of its mineral properties. However, the US federal Bureau of Land Management (BLM) required the Company to post a bond of $33,308 (US$23,070) on its Lapon Canyon Project to cover future decommissioning costs.
Total costs incurred on the Lapon Gold Project are summarized as follows:
| February 28, 2025 | Lapon Canyon Project | Rattlesnake Project | Pikes Peak Project | Total |
|---|---|---|---|---|
| Acquisition costs at November 30, 2024 and February 28, 2025 | $ 3,320,839 | $ 191,120 | $ - | $ 3,511,959 |
| Deferred exploration expenditures: | ||||
| Balance, beginning | 5,240,608 | 132,550 | 128,559 | 5,501,717 |
| Geologist fees and assays | 138,030 | - | - | 138,030 |
| Equipment depreciation | 1,666 | - | - | 1,666 |
| Cash contributed under earn-in agreement | (293,787) | - | - | (293,787) |
| 5,086,517 | 132,550 | 128,559 | 5,347,626 | |
| Balance, end of the period | $ 8,407,356 | $ 323,670 | $ 128,559 | $ 8,859,585 |
| November 30, 2024 | Lapon Canyon Project | Rattlesnake Project | Pikes Peak Project | Total |
| --- | --- | --- | --- | --- |
| Acquisition costs: | ||||
| Balance, beginning | $ 3,698,784 | $ 186,246 | $ 26,797 | $3,911,827 |
| Additions | 31,195 | 4,874 | 11,698 | 47,767 |
| Sale of NSR | (409,140) | - | (38,495) | (447,635) |
| 3,320,839 | 191,120 | - | 3,511,959 | |
| Deferred exploration expenditures: | ||||
| Balance, beginning | 4,284,141 | 132,550 | 30,879 | 4,447,570 |
| Geologist fees and assays | 946,950 | - | 151,179 | 1,098,129 |
| Equipment depreciation | 9,517 | - | - | 9,517 |
| Sale of NSR | - | - | (53,499) | (53,499) |
Walker River Resources
| 5,240,608 | 132,550 | 128,559 | 5,501,717 | |
|---|---|---|---|---|
| Balance, end of the year | $ 8,561,447 | $ 323,670 | $ 128,559 | $9,013,676 |
Lapon Canyon Project, Recent Exploration Activities
In June 2024 the Company began a reverse circulation ("RC") drilling on the Lapon Gold Project. This initial 2024 drill program consisted of exploration drilling near the historical Lapon Canyon Mine, the "Central Zone", and the "Hotspot Zone". Drill holes were planned with the intent to define the extent and geometry of the mineralized system and test for new mineralized zones along the strike and at depth.
The Hotspot Zone was a primary target for the 2024 drill program. Following up on the blind, high-grade, near-surface discovery made in 2021, the Company carried out grid-style drilling over the target, testing for extension of the mineralized zone in all directions as well as for continuity with the mineralization of the "Central Zone". Grid drilling consisted of pads placed at approximately 30 m centers on the section.
Assay results received to date are encouraging as the Hotspot zone continues to grow with several holes ending in mineralization. Further drilling at Lapon Canyon remains ongoing, while additional assay results remain highly anticipated.
Key Highlights
- Drill hole LC-24-100 returned 4.5 g/t Au over 56.5 meters at a depth of 65.5 meters, including an intercept of 20.3 g/t Au over 4.8 metres. The hole was terminated in gold mineralization returning 4.42 g/t Au over 7.7 meters from 114.3 to the end of the hole at 122 meters.
- Drill hole LC-24-99 returned 1.17 g/t Au over 73.1 metres starting at a depth of 6.1 metres. This interval included an intercept of 6.9 g/t Au over 6.0 metres.
- LC-24-102 returned 3.4 g/t Au over 56.4 meters including 6.1 g/t Au over 27.4 meters and 12.4 g/t Au over 6.1 metres. The hole ended in mineralization at 121.9 metres.
- LC-24-103 returned 0.6 g/t Au over 88.4 metres, ending in mineralization at 121.9 metres.
- LC-24-105 returned 1.2 g/t Au over 86.9 meters, including 3.3 g/t Au over 9.1 metres and 3.2 g/t Au over 6.1 metres
- Drill hole LC-24-117 returned 3.88 g/t Au over 77.72 meters starting at a depth of 74.68 meters including an intercept of 12.09 g/t Au over 16.77 meters, demonstrating the robust nature of the gold mineralization of the Hotspot zone.
- Drill holes LC-24-114 (0.61 g/t Au over 155.45 metres), LC-24-118 (1.96 g/t Au over 59.44 metres), and LC-24-113 (2.58 g/t Au over 27.34 meters) were also drilled in the Hotspot, clearly demonstrating continuity of the gold mineralization. LC-24-114 was shut down in mineralization (0.14 g/t Au over 36.58 metres) at a vertical depth of approximately 140 metres and extends Hotspot to the south another 40 metres.
- Drill hole LC-24-110 intercepted 3.70 g/t Au over 33.53 meters and LC-24-113 (2.58 g/t over 27.34 meters). These intercepts extend the Hotspot Zone west, toward the Central Zone by approximately 50 metres.
- Notably, LC-24-117, which was drilled to a depth of 152.4 meters remained in gold mineralization at the bottom of the hole, with the interval from 128.02 meters to the bottom returning 0.96 g/t Au over 24.38 metres. This intercept is at approximately 120 m vertical depth, highlighting the zone's potential at depth.
- LC-24-119 also drilled to a depth of 152 meters and remained in mineralization at the bottom of the hole, with the interval from 124.97 meters to the bottom returning 1.23 g/t Au over 27.43 metres. This intercept extends mineralization at Hotspot approximately 50 m to the southeast from all previous holes drilled.
The 2024 drill programs at Lapon Canyon were exploration and definition-focused. Drill holes were planned with the intent to define the extent and geometry of the mineralized system and test for new mineralized zones along the strike and at depth. Drilling at the Lapon Canyon is carried out in different directions (azimuths) from the same drill pad, for systematic drilling on the section, drill pads are placed every 30 to 60 meters, with up to five
Page | 3
Walker River Resources
holes per pad. Previous and current drilling continues to define a sub-to-horizontal geometry of the gold system. High-grade shoots may have developed within the broader mineralized domains.
The assay results demonstrate the robust nature and continuity of the gold mineralized alteration zone at Hotspot, extending the zone from its initial discovery approximately 125 metres laterally east from the and to a depth of 100 m
Pikes Peak Project
Significant historical mining activities (milling facilities, adits, shafts, pits) are present in a copper-gold environment at Pikes Peak Project. The Company's personnel and geologists were able to re-open and access one of the adits present on the Pikes Peak Project for geological mapping and sampling. The underground channel sample results presented in the table below confirm the potential for gold mineralization at Pikes Peaks Project.
| Sample Number | Lab I.D. | Material* | Gold (g/t) |
|---|---|---|---|
| A-1 | 2020384095 | Adit wall | 1.3 |
| A-2 | 2020384094 | Adit wall | 0.46 |
| A-3 | 2020384100 | Adit wall | 1.18 |
| A-4 | 2020384090 | Adit wall | 0.13 |
| A-5 | 2020384089 | Adit wall | 36.4 |
| B | 2019828396 | Adit wall | 6.55 |
| C-1 | 2020384093 | Adit wall | 19.8 |
| C-2 | 2020384091 | Adit wall | 3.04 |
| C-3 | 2020384092 | Adit wall | 2.31 |
| C-4 | 2020384096 | Adit wall | 3.68 |
| C-5 | 2020384097 | Adit wall | 9.81 |
| C-6 | 2020384098 | Adit wall | 10.73 |
| C-7 | 2020384099 | Adit wall | 6.07 |
| D | 2019828399 | Adit wall | 2.06 |
- The above underground channel samples were taken at 0.30 meters intervals between samples. Each channel sample was taken in 0.30 meters lengths.
Sampling Methodology, Chain of Custody, Quality Control and Quality Assurance
All sampling was conducted under the supervision of the Company's project geologists and the chain of custody from the drill to the sample preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The Lapon Canyon samples were delivered to American Assays Laboratories' certified laboratory facilities in Sparks, NV. The samples were crushed, pulverized and the sample pulps were digested and analyzed for gold using fire assay fusion and a 50 g gravimetric finish.
Samples are taken and bagged directly at the drill rig at every 1.5-meter interval, standard in the exploration industry. A small sample is also taken at the drill rig and put into a chip tray for examination purposes and to determine those sample bags that should be sent to the lab for assay purposes. Often this work is carried out using a microscope for the examination of the rock chips. The full sample bag from the interval chosen for assay purposes is then sent directly from the drill site to the lab.
Qualified Person
The scientific and technical content and interpretations contained in this MD&A have been reviewed, verified and approved by E. Gauthier, geol., Eng (OIQ) a Qualified Person as defined by NI 43-101, Standards of Disclosure for Mineral Projects.
Page | 4
Walker River Resources
SELECTED FINANCIAL INFORMATION
| Three months ended February 28, 2025 | Year ended November 30, 2024 | |
|---|---|---|
| Net and comprehensive loss | $ (159,724) | $ (702,891) |
| Loss per share – basic and diluted | $ (0.00) | $ (0.02) |
| Total assets | $ 9,183,341 | $ 9,476,504 |
RESULTS OF OPERATIONS
Three months ended February 28, 2025 and February 29, 2024
During the three months ended February 28, 2025, the Company reported a net loss of $159,724 (2024 – $177,796). An $18,072 decrease in net loss was mainly associated with reduced operating expenses, which decreased from $177,796 the Company incurred for the three months ended February 29, 2024, to $155,646 the Company incurred for the three months ended February 28, 2025, which was in part offset by $4,078 the Company accrued in interest on the cash borrowed from Nevada Canyon under the note payable, which was settled on January 31, 2025, as part of the earn-in Agreement (see Description of Business section of this MD&A for additional information). The Company did not have any accrued interest for the comparative period ended February 29, 2024.
The decrease in the Company's operating expenses was mainly associated with reduced operations, which affected management fees, which decreased by $15,000 to $43,000, as compared to the $58,000 the Company incurred during the three months ended February 29, 2024, administrative expenses, which decreased by $5,651 to $14,762, and its consulting fees, which decreased by $4,000 to $72,000.
These decreases were in part offset by an $8,823 increase in office and miscellaneous expenses to $13,568; of this amount, $8,249 was associated with loss on foreign exchange, due to a weakening CAD dollar as compared to the US dollar. All other operating expenses remained comparable to the expenses incurred during the comparative three months ended February 29, 2024.
SUMMARY OF QUARTERLY RESULTS
| Period | Net gain/(loss) | Loss per share |
|---|---|---|
| February 28, 2025 | $ (155,724) | $ (0.00) |
| November 30, 2024 | $ 28,357 | $ 0.00 |
| August 31, 2024 | $ (227,632) | $ (0.00) |
| May 31, 2024 | $ (325,820) | $ (0.01) |
| February 29, 2024 | $ (177,796) | $ (0.00) |
| November 30, 2023 | $ (205,200) | $ (0.01) |
| August 31, 2023 | $ (130,742) | $ (0.00) |
| May 31, 2023 | $ (250,815) | $ (0.01) |
LIQUIDITY AND CAPITAL RESOURCES
At February 28, 2025, the Company had $229,580 in cash as compared to $366,962 at November 30, 2024, and cash flows used in operating activities were $134,887 for the three months ended February 28, 2025, as compared to $159,173 the Company used in its operating activities for the three months ended February 29, 2024.
Page | 5
Walker River Resources
During the three months ended February 28, 2025, the Company borrowed $287,400 (US$200,000) from Nevada Canyon in exchange for a note payable of up to US$500,000. As discussed previously, on January 31, 2025, the balance due under the note payable, including accrued interest of $4,107 (US$2,835) for a total of $293,787, was deemed satisfied in full and credited toward Nevada Canyon’s exploration obligations under the earn-in Agreement.
On March 14, 2025, the Company closed a non-brokered private placement issuing a total of 1,090,000 units for gross proceeds of $174,400. Each unit consisted of one common share of the Company and one share purchase warrant, whereby each warrant is exercisable by the warrant holder to acquire one additional share at a price of $0.25 for a period of 24 months from the closing of the private placement.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS AND BALANCES
a) Related party transactions
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. During the three months ended February 28, 2025 and February 29, 2024, the following amounts were incurred or paid to officers, directors and/or their related companies:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Consulting fees (i) | $ 18,000 | $ 15,000 |
| Deferred exploration expense (ii) | 16,000 | 57,000 |
| Management fees (iii) | 43,000 | 58,000 |
| $ 77,000 | $ 130,000 |
i) The Company paid or accrued $18,000 (February 29, 2024: $15,000) in consulting fees to a director of the Company.
ii) The Company incurred $16,000 (February 29, 2024: $57,000) for exploration expenses on the Lapon Gold Project to companies controlled by a director and an officer.
iii) The Company paid or accrued $43,000 (February 29, 2024: $58,000) in key management compensation to two of its directors and officers. Key management includes directors and key officers of the Company, including the President, CEO and CFO.
b) Related party balances
The following amounts were due to related parties as at February 28, 2025, and November 30, 2024:
i) Amounts due to related parties include a balance due to a director and officer of the Company for management fees and reimbursable expenses of $10,816 (November 30, 2024: $17,693). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
ii) Amounts due to related parties include a balance due to a director and officer of the Company for management fees of $19,154 (November 30, 2024: $19,154). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
iii) Amounts due to related parties include a balance due to a company controlled by a director and an officer of the Company for deferred exploration costs of $9,198 (November 30, 2024: $16,000). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
Page | 6
Walker River Resources
MATERIAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
All material accounting policies are fully disclosed in Note 3 of the consolidated financial statements for the year ended November 30, 2024. Significant accounting estimates and judgements are fully disclosed in Note 4 of the consolidated financial statements for the year ended November 30, 2024.
FINANCIAL INSTRUMENTS
The following is the Company's accounting policy for financial instruments:
(i) Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
The following table shows the classification of the Company's financial instruments:
| Financial assets/liabilities | Classification |
|---|---|
| Cash | FVTPL |
| Reclamation bond | Amortized cost |
| Accounts payable | Amortized cost |
| Due to related parties | Amortized cost |
(ii) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statement of comprehensive loss in the period in which they arise.
(iii) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or
Page | 7
Walker River Resources
expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.
OUTSTANDING SHARE DATA
As at the date of this MD&A, the following securities were outstanding:
| Type of Securities | Quantity |
|---|---|
| Common shares | 49,708,362 |
| Options | 2,900,000 |
| Warrants | 12,440,475 |
| Total common shares (fully diluted) | 65,048,837 |
ADDITIONAL INFORMATION
Additional information concerning the Company and its operations is available on SEDAR+ at www.sedarplus.ca.
Page | 8