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West Mining Corp. Management Reports 2025

Mar 1, 2025

47528_rns_2025-02-28_49e8f6d1-be51-4c0a-831e-c527f1037d4d.pdf

Management Reports

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West Mining Corp. Management's Discussion and Analysis For the year ended October 31, 2024

INTRODUCTION

The following management's discussion and analysis of financial condition and results of operations ("MD&A") for the year ended October 31, 2024 prepared as of February 28, 2025, should be read in conjunction with the audited financial statements and the related notes thereto of West Mining Corp. ("the Company" or "West") for the year ended October 31, 2024. The MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of the Company.

The referenced consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The following discussion and analysis may contain forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth in the following discussion.

COMPANY OVERVIEW

The Company was incorporated under the Company Act of British Columbia on August 28, 2017. The Company's registered and records office is located at Suite 600-1090 West Georgia Street, Vancouver, British Columbia, Canada V6E 3V7. The Company's common shares trade on the Canadian Securities Exchange under the trading symbol "WEST".

CORPORATE

On May 8, 2024, the Company appointed Mr. Richard Lonsdale - Hands to its advisory board.

On June 6, 2024, the Company announced the appointment of Harrison Cookenboo, Ph.D., P.Geo to its advisory board.

SHARE CONSOLIDATION

Effective November 15, 2023, the Company completed the consolidation of its common shares on the basis of one post-consolidation common share for 10 pre-consolidation common shares. The consolidated financial statements reflect the share consolidation for all shares, warrants, options and per share amounts retrospectively.

EXPLORATION AND EVALUATION ASSETS

Kena Project

During the year ended October 31, 2021, the Company acquired a 100% interest in the Kena Project upon execution of the Option Agreement, the Amended Agreement and the Apex Agreement (as defined below). The Company also purchased additional claims to complement the Kena Project on March 22, 2021, as described below. The Kena Project consists of mineral claims and crown grants located in the Nelson Mining District in British Columbia and is subject to various NSRs ranging from 1% to 3% which may be purchased for cash consideration.


West Mining Corp.
Management's Discussion and Analysis
For the year ended October 31, 2024

Option Agreement

On December 24, 2020, the Company entered into an option agreement (the "Option Agreement") with Boundary Gold and Copper Mining Ltd. ("Boundary") and Boundary's wholly-owned subsidiary, 1994854 Alberta Ltd. ("1994854"), to acquire 174 mineral claims and 11 crown grants comprising the Kena and Daylight gold-copper properties (the "Kena Project"). Under the Option Agreement, the Company earned an 80% interest in and to the properties by making aggregate cash payments of $325,000, issuing an aggregate of 1,805,556 common shares with a fair value of $325,000, and incurring an aggregate of $1,735,925 in exploration expenditures.

Amended Agreement to purchase 1994854

Pursuant to an amending agreement dated April 7, 2021 with Boundary ("Amended Agreement"), the Company acquired all of the issued and outstanding shares of 1994854 from Boundary, by making a cash payment of $800,000 and issuing 555,555 common shares to Boundary with a fair value of $1,888,889. 1994854 holds the underlying 80% interest in the Kena Project.

Apex Agreement to purchase remaining 20% interest

Pursuant to an asset purchase agreement dated April 7, 2021 with Apex Resources Inc. ("Apex") ("Apex Agreement"), the Company acquired Apex's interest in the Kena Project from Apex in exchange for cash payments totaling $300,000 and issuance of 150,000 common shares of the Company valued at $480,000.

Apex retained a 1% NSR royalty on the Kena Project, which the Company has a right to purchase for a cash payment of $500,000 at any time prior to the commencement of commercial production.

Athabasca Mine

On March 22, 2021, the Company entered into a claims purchase agreement with 802213 Alberta Ltd., under which the Company acquired 17 mineral claims contiguous to the Kena Project for cash payment of $27,087 and 8,500 common shares of the Company.

On August 4, 2021, the Company entered into a claims purchase agreement with 802213 Alberta Ltd., under which the Company acquired 5 additional mineral claims contiguous to the Kena Project for cash payment of $25,210.

Agreement with Upside Gold Corp.

Subsequent to October 31, 2024, the Company executed an option agreement with Upside Gold Corp., pursuant to which the Company has granted an option to Upside Gold Corp. to acquire a 100% interest in and to the Kena Project (Note 11). The Company deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. Accordingly the recoverable amount was determined to be $3,570,290 based on the fair value of the consideration to be received pursuant to the Upside Gold Corp. option agreement using a discount rate assumption of 20% and an impairment expense of $3,464,709 was recognized in the consolidated statement of comprehensive loss during the year ended October 31, 2024.

Folkestone Property

On January 25, 2021, the Company entered into a share purchase agreement with shareholders of Folkestone Mining Corp. ("Folkestone"), under which the Company acquired all of Folkestone's issued and outstanding shares. Folkestone is the registered holder of 4 mineral exploration claims located in the Spanish Mountain District in British Columbia and 3 claims in the Junkers District in British Columbia. In exchange for the purchase of Folkestone's shares, the Company issued 310,000 units of the Company, valued at $1,240,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant was exercisable into one common share at an exercise price of $4.20 for a period of two years from the date of issuance.


West Mining Corp.
Management's Discussion and Analysis
For the year ended October 31, 2024

ESN Investments Corp. Option Agreement

On October 15, 2024, the Company entered into an option agreement with ESN Investment Corp. ("ESN"), to acquire 100% interest in two mineral claims (the "Claims") located in Northern British Columbia which augment Folkstone Property, with the following terms:

  • Issue 4,750,000 common shares following the signing of the agreement (issued at a fair value of $973,750);
  • Issue 1,125,000 common shares within 6 months of the agreement and;
  • Issue 1,125,000 common shares within a year of the agreement.

Upon earning 100% interest, the Company will grant to ESN a 1% net royalty interest on the Claims. The Company has the right to buy back one-half (1/2) of the royalty for a period of one year following the commencement of commercial production for $500,000.

In addition, the Company shall appoint ESN as the operator on all work programs of the properties for the duration of the option period. ESN shall be entitled to 15% management and administrative fees payable in US dollars. The Company had also agreed to reimburse ESN for legal expenses incurred in respect of the option agreement with ESN, up to a maximum of $5,000

Blue Cove Copper Property

On February 4, 2022, the Company entered into an option agreement to acquire a 100% undivided right, title and interest in and to the Blue Cove Copper Property covering 232 mineral claims (5,800 hectares) located near Terrenceville, Newfoundland. Under the terms of the option agreement, the Company could earn the 100% interest by issuing 170,000 common shares, making cash payments of $160,000 and incurring $750,000 in exploration expenditures in aggregate. The investment in the Blue Cove Copper Property was subject to a 3% NSR. The Company could purchase one-third (1%) of the NSR for $1,000,000 at any time.

During the year ended October 31, 2022, the Company paid $10,000 and issued 25,000 common shares, valued at $27,500. During the year ended October 31, 2023, the Company determined it would not pursue further exploration of the Blue Cove Copper Property and on February 15, 2023, the Company entered into a termination agreement with the optioner. Pursuant to the termination agreement, the Company paid $20,000 in cash and issued 30,000 common shares with a fair value of $12,000 in order to terminate. Accordingly the Blue Cove Copper Property was considered impaired and $140,549 in acquisition and exploration costs were written off.


West Mining Corp.

Management's Discussion and Analysis

For the year ended October 31, 2024

Summary

The Company's exploration and evaluation assets activity for the year ended October 31, 2024 and 2023 is as follows:

Kena Project Folkestone Property Blue Cove Property Total
Acquisition costs $ $ $ $
Balance, October 31, 2022 4,562,847 1,364,000 37,500 5,964,347
Addition
Cash - - 20,000 20,000
Common shares and units - - 12,000 12,000
Impairment - - (69,500) (69,500)
Balance, October 31, 2023 4,562,847 1,364,000 - 5,926,847
Addition in common shares - 973,750 - 973,750
Impairment (992,557) - - (992,557)
Balance, October 31, 2024 3,570,290 2,337,750 - 5,908,040
Exploration costs
Balance, October 31, 2022 2,256,797 191,035 71,049 2,518,881
Addition 109,007 - - 109,007
Impairment - - (71,049) (71,049)
Balance, October 31, 2023 2,365,804 191,035 - 2,556,839
Addition 106,348 21,177 - 127,525
Impairment (2,472,152) - - (2,472,152)
Balance, October 31, 2024 - 212,212 - 212,212
Balance, October 31, 2023 6,928,650 1,555,035 - 8,483,686
Balance, October 31, 2024 3,570,290 2,549,962 - 6,120,252

West Mining Corp.

Management's Discussion and Analysis

For the year ended October 31, 2024

Exploration and evaluation costs were comprised of:

Kena Project Folkstone Total
$ $ $
For the year ended October 31, 2023
Assays 65,084 - 65,084
Exploration 905 - 905
Field supplies 201 - 201
Geological consulting 9,876 - 9,876
Licenses and permits 3,984 - 3,984
Other 200 - 200
Transportation and freight 28,757 - 28,757
Total 109,007 - 109,007
For the year ended October 31, 2024
Administrative 2,867 - 2,867
Drilling 460 - 460
Geological consulting 68,561 1,294 69,855
Geophysical - 19,883 19,883
Licenses and permits 3,000 - 3,000
Technical reports 1,200 - 1,200
Sampling 16,069 - 16,069
Storage costs 10,453 - 10,453
Transportation and freight 3,738 - 3,738
Total 106,348 21,177 127,525

SELECTED ANNUAL INFORMATION

October 31, 2024 $ October 31, 2023 $ October 31, 2022 $
Total assets 6,295,622 8,603,468 9,471,110
Working capital (deficiency) (123,371) (209,252) 909,128
Expenses 1,657,245 973,106 2,337,900
Loss and comprehensive loss (5,136,994) (1,129,922) (3,055,112)
Net loss per share(1) (0.42) (0.18) (0.50)

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding warrants

RESULTS OF OPERATIONS

The Company recorded a loss of $5,136,994 ($0.42 per share) for the year ended October 31, 2024 (2023 - $1,129,922 and $0.18 per share). The Company had no revenue, paid no dividends and had no long-term liabilities during the year ended October 31, 2024. Variances of note in the operational expenses are:

Consulting fees of $928,080 (2023 - $427,150) consist of fees charged by management of the Company for managing the business, corporate development fees relating to sourcing of projects and advisory fees during the years ended October 31, 2024. Fees increased during the year ended October 31, 2024 due to more costs incurred for sourcing of projects and corporate development.


West Mining Corp.

Management's Discussion and Analysis

For the year ended October 31, 2024

Investor relations of $309,486 (2023 - $57,876) consists of fees relating to digital marketing, website optimization, ad campaigns and newsletter disseminations to promote the Company's projects during the years ended October 31, 2024. Fees increased during the year ended October 31, 2024 as the Company increased its engagement with marketing consultants and advertising activities.

Insurance of $13,083 (2023 - $22,207) decreased during the year ended October 31, 2024, as a result of a decrease in the insurance premium.

Office expenses of $118,751 (2023 - $53,499) increased during the year ended October 31, 2024, as a result of higher travel costs incurred.

Professional fees of $77,534 (2023 - $138,378) decreased during the year ended October 31, 2024. During the current year, the fees charged by the CFO were recorded as consulting fees, while the fees charged by the former CFO in the comparative period were recorded as professional fees. The audit fees were also higher during the year ended October 31, 2023.

Rent of $Nil (2023 - $12,500) consisted of office rent which was paid for the annual tenancy and storage rent. During the year ended October 31, 2024, rent expense is $Nil due to end of lease of office building in the last fiscal year.

Share-based compensation of $134,299 (2023 - $Nil) increased during the year ended October 31, 2024, as the Company granted 550,000 stock options and 100,000 restricted share units to certain directors, officers and consultants of the Company.

Unrealized loss on sale of marketable securities of $15,250 (2023 - $14,000) During the year ended October 31, 2024, the share price of Recharge Resources had decreased to $0.055 per share (2023 - $0.22 per share).

Impairment of mineral properties of $3,464,709 (2023 - $140,549) The 2023 expense resulted from the impairment of the Blue Cove property. The 2024 expense came from the Company entering an Option Agreement with Upside Gold Corp. wherein Upside Gold Corp. has been given the option to acquire 100% of Kena Property.

6


West Mining Corp.

Management's Discussion and Analysis

For the year ended October 31, 2024

SUMMARY OF SELECTED QUARTERLY RESULTS (UNAUDITED)

The following table sets forth selected financial information from the Company's unaudited quarterly condensed consolidated interim financial statements for the eight most recently completed quarters.

THREE MONTHS ENDED
October 31, 2024 $ July 31, 2024 $ April 30, 2024 $ January 31, 2024 $
Total assets 6,295,622 9,246,952 8,600,830 8,600,770
Working capital (deficiency) (123,371) 403,739 (265,997) (216,354)
Net loss (3,950,261) (774,000) (127,643) (285,090)
Net loss per share(1) (0.21) (0.06) (0.01) (0.04)
THREE MONTHS ENDED
--- --- --- --- ---
October 31, 2023 $ July 31, 2023 $ April 30, 2023 $ January 31, 2023 $
Total assets 8,603,468 8,653,389 8,582,323 8,941,499
Working capital (deficiency) (209,252) (143,795) (83,835) 418,070
Net loss (70,491) (36,732) (502,036) (520,663)
Net loss per share(1) (0.01) (0.06) (0.08) (0.09)

(1) The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants if any.

During the quarter ended October 31, 2022, the Company determined that further exploration of the Pilgrim property was not planned as it focuses on other properties and accordingly the Pilgrim property was considered impaired and $594,000 in acquisition costs were written off. In addition, on October 31, 2022, the Company assessed the collectability of a loan receivable and deemed it irrecoverable. Accordingly, an impairment expense of $280,231 was recorded in the statement of loss and comprehensive loss.

The working capital decreased during the quarter ended October 31, 2024, as a result of increased engagement with consultants for project sourcing and Company marketing. The Company had also entered into an option agreement, as the Optionee, to acquire additional claims which resulted in the increase of the total assets. Subsequent to the year ended October 31, 2024, the Company entered into an option agreement, as the Optionor, wherein the optionee may acquire 100% of the Kena property, which resulted to the decrease of the total assets as at October 31, 2024, due to the recognition of impairment of $3,464,709.

Total assets and working capital have been decreasing quarter over quarter, as a result of cash spent on exploration and evaluation asset expenditures and on administrative expenses during the quarter.

FINANCING ACTIVITIES

During the year ended October 31, 2023, the Company issued 20,000 shares due to exercise of restricted stock units.

During the year ended October 31, 2023, the Company issued 30,000 shares at a fair value of $12,000 pursuant to the termination agreement for the Blue Cove Copper Property.


West Mining Corp.

Management's Discussion and Analysis

For the year ended October 31, 2024

On December 15, 2023, the Company closed a non-brokered private placement, raising gross proceeds of $150,000 through issuance of 3,000,000 units at a price of $0.05 per unit. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable for one common share at a price of $0.065 until December 15, 2025. Share issue costs of $3,311 were incurred with respect to the private placement.

On May 16, 2024, the Company issued 100,000 shares pursuant to the exercise of restricted stock units.

On May 29, 2024, the Company closed a non-brokered private placement raising gross proceeds of $825,000 through the issuance of 4,125,000 units at a price of $0.20 per unit. Each unit consists of one common share and one share purchase warrant, with each warrant exercisable for one common share at a price of $0.40 until May 30, 2026. Share issue costs of $60,841 were incurred and the Company issued an aggregate of 215,500 finder's warrants with respect to the private placement. Each warrant is exercisable for one common share at a price of $0.20 until May 30, 2026. These finder's warrants are valued at $59,886, using the Black-Scholes method.

On May 29, 2024, the Company issued 400,000 shares valued at $156,000 for advisory fees incurred.

On July 22, 2024, the Company closed a non-brokered private placement raising gross proceeds of $549,510 through the issuance of 1,831,700 units at a price of $0.30 per unit. Each unit consists of one common share and one share purchase warrant, with each warrant exercisable for one common share at a price of $0.40 until July 22, 2026. Share issue costs of $66,841 were incurred and the Company issued an aggregate of 176,670 finder's warrants with respect to the private placement. Each finder's warrant is exercisable for one common share at a price of $0.30 until July 22, 2026. These finder's warrants are valued at $36,957, using the Black-Scholes method.

On August 6, 2024, the Company issued 115,385 common shares to a company controlled by the former CEO of the Company to settle $30,000 in outstanding debt owed.

On October 21, 2024, the Company issued 126,315 common shares to a company that wherein the CFO is a shareholder, to settle $24,000 in outstanding debt owed.

On October 21, 2024, the Company issued 4,750,000 common shares valued at $973,750, pursuant to the terms of the option agreement with ESN.

During the year ended October 31, 2024, the Company issued 2,200,000 shares for gross proceeds of $143,000 pursuant to the exercise of warrants.

During the year ended October 31, 2024, the Company received loans of $24,700 from a shareholder and made repayments of $20,500. The Company also received additional loans of $12,356 from and made repayments of $14,087 to the CEO of the Company. The loans are unsecured, bear no interest and are payable on demand. As at October 31, 2024, the balance of the loans payable was $53,754 (2023 – $51,285)

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2024 the Company had cash of $49,626 and a working capital deficiency of $123,371. During the year ended October 31, 2024, net cash used in operating activities was $1,369,867, net cash used in investing activity was $127,525 incurred for exploration and evaluation assets, and net cash received from financing activities was $1,543,861, consisting of net proceeds of $1,536,517 received from private placement, $4,875 from subscriptions received, loan proceeds received of $37,056, offset by loan repayment of $34,857.

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and to maintain a flexible capital structure that optimizes the


West Mining Corp. Management's Discussion and Analysis For the year ended October 31, 2024

costs of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity as well as cash. The Company manages the capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash. The Company is dependent on the capital markets as its primary source of operating working capital and the Company's capital resources are largely determined by its ability to compete for investor support of its projects.

As of October 31, 2024, the Company has an accumulated deficit of $16,251,543. The Company expects to incur further losses in the development of its business. The Company's ability to continue as a going concern is dependent upon its ability to raise adequate funding through equity or debt financings to discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

CAPITAL EXPENDITURES

The Company incurred $127,525 in exploration and evaluation expenditures during the year ended October 31, 2024 (2023 - $129,007).

RELATED PARTY TRANSACTIONS

Key management of the Company includes the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and directors of the Company. The Company incurred the following charges with directors and officers of the Company and/or companies controlled by them during the years ended October 31, 2024 and 2023:

2024 2023
$ $
Consulting fees 151,537 180,882
Professional fees - 47,500
Share-based compensation 26,000 -
177,537 228,382

During the year ended October 31, 2024, the Company paid consulting fees of $60,000 (2023 - $nil) to a company controlled by the CEO of the Company, consulting fees of $Nil (2023 - $112,500) to companies controlled by the former CEOs of the Company, and consulting fees of $67,287 (2023 - $23,382) to company wherein the CFO of the Company is a shareholder. The Company paid consulting fees of $24,250 (2023 - $nil) to a company controlled by a Director of the Company. The Company also paid professional fees of $nil (2023 - $47,500) to a company controlled by the former CFO of the Company, and consulting fees of $Nil (2023 - $45,000) to a company controlled by a former director of the Company. Related party transactions are measured at the exchange amount of consideration agreed between the related parties.

As at October 31, 2024, the Company owes $38,303 (October 31, 2023 - $135,773) to related parties. Related party transactions are measured at the exchange amount of consideration agreed between the related parties. Related party balances are non-interest bearing, unsecured, and due on demand.

FINANCIAL INSTRUMENTS AND RISK

The Company's financial instruments consist of cash, marketable securities, term deposit, accounts payable and accrued liabilities, and loans payable.


West Mining Corp.
Management's Discussion and Analysis
For the year ended October 31, 2024

The Company classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

  • Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
  • Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.
  • Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

As at October 31, 2024, the Company believes that the carrying values of cash, marketable securities, term deposits, accounts payable, and loans payable approximate their fair values because of their nature and relatively short maturity dates or durations.

Discussions of risks associated with financial assets and liabilities are detailed below:

Credit risk

Credit risk arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company's cash is held with a reputable Canadian bank. The credit risk related to cash is considered minimal.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize such a loss is limited because the Company's loans payable are non-interest bearing.

Liquidity risk

The Company manages liquidity risk by maintaining sufficient cash to enable settlement of transactions as they come due. Management monitors the Company's contractual obligations and other expenses to ensure adequate liquidity is maintained.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

SUBSEQUENT EVENTS

  • On January 20, 2025, the Company executed an option agreement with Upside Gold Corp. ("Optionee") pursuant to which the Company has granted the Optionee an option to acquire a 100% interest in and to the Kena Project. The Optionee has the option to acquire a 100% interest in and to the Company's Kena Project by:

i. Making aggregate cash payments of $2,000,000 to the Company ($250,000 on or before March 6, 2025, $250,000 on or before January 20, 2026, $500,000 on or before January 20, 2027 and $750,000 on or before January 20, 2028);
ii. Issuing an aggregate of $3,000,000 worth of common shares of the Optionee to the Company ($1,000,000 worth of shares on or before July 20, 2025, $500,000 worth of shares on or before January 20, 2026, $500,000 worth of shares on or before January 20, 2027 and $1,000,000 worth of shares on or before January 20, 2028); and
iii. Making $3,500,000 in exploration expenditures on the Kena Project on or before January 20, 2028.


West Mining Corp.
Management's Discussion and Analysis
For the year ended October 31, 2024

  • On February 13, 2025, the Company granted 1,300,000 restricted share units to an officer and consultants of the Company. The restricted share units vest immediately and are exercisable until December 31, 2028.
  • On February 18, 2025, the Company amended the terms of 600,000 restricted share units granted on October 26, 2022, such that the expiry date is amended to December 31, 2025 from October 26, 2032.
  • On February 19, 2025, 5,000 restricted share units were exercised.

CURRENT SHARE DATA

As at the date of this MD&A, the Company has 22,799,630 common shares issued and outstanding.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements for the year ended October 31, 2024 and this accompanying MD&A (together, the "Annual Filings").

In contrast to the full certificate under 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 Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.

RISKS AND UNCERTAINTIES

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company's ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

There is no assurance that the exploration of the Company's properties will be successful in its quest to find a commercially viable quantity of mineral resources. The Company's exploration and development activities may be affected by changes in government and the nature of various government regulations relating to the mining industry. The Company cannot predict the government's positions on mining concessions, land tenure, environmental regulation or taxationss. A change in government positions on these issues could adversely affect the Company's business and/or its holdings, assets and operations. Any changes in regulations are beyond the control of the Company.

OTHER INFORMATION

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca and https://www.westminingcorp.ca.