AI assistant
Yukon Metals Corp. — Management Reports 2026
Apr 28, 2026
48392_rns_2026-04-27_b2d33964-f364-4d52-bd37-4bd08202126a.pdf
Management Reports
Open in viewerOpens in your device viewer
YUKON METALS CORP.
Management Discussion and Analysis
For the Year Ended December 31, 2025
The following Management Discussion and Analysis (“MD&A”) of the operating results and financial position of Yukon Metals Corp. (“the Company” or “YMC”) is for the year ended December 31, 2025 and is dated April 27, 2026. This MD&A has been prepared by management in accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025, the four-month period ended December 31, 2024 and the year ended August 31, 2024. The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This information is not a substitute for detailed investigation or analysis on any particular issue and such information is not intended to be a comprehensive review of all matters and developments concerning the Company.
Except as otherwise disclosed, all dollar figures included in this MD&A are quoted in Canadian dollars.
NATURE OF OPERATIONS
The Company was incorporated under the Business Corporations Act of British Columbia on November 9, 2020. The Company is engaged in the exploration and development of mineral properties in Canada. The Company’s head office is located at 1290 – 625 Howe Street, Vancouver, BC, V6C 2T6.
On May 30, 2024, the Company acquired Lapie Mining Inc. from 18526 Yukon inc. for consideration of $2,000,000 in cash and 25,000,000 common shares in the capital of the Company (the “Transaction”). Pursuant to the Transaction the Company acquired the AZ, Barite Mountain, Birch, Carter Gulch, Clea, Eva, Expo, Faro North, Fox, Gem, Star River, Nut, Pete, Risby, Talbot claims and the Venus claims and crown grants located in the Yukon for a total land package of approximately 18,000 hectares.
On May 30, 2024, the Company completed a name change from JKS Resources Inc. to Yukon Metals Corp.
On June 3, 2024, the Company resumed trading on the Canadian Securities Exchange (the “CSE”) under the symbol “YMC”. On June 19, 2024, the common shares of the Company commenced trading on the Frankfurt Stock Exchange under the symbol “E770”. The Company’s common shares also commenced trading on the OTCQB Market under the symbol “YMMCF” on October 8, 2024.
The Company has changed its year end to December 31 and this management discussion and analysis reflects its operations for the year ended December 31, 2025 with the comparatives being for the four-month period ended December 31, 2024 and the year ended August 31, 2024.
EXPLORATION AND EVALUATION ASSETS
Sowchea Property
The Company entered into an option agreement dated January 8, 2021, as amended on February 5, 2021 and on November 9, 2021, whereby the Company had the exclusive option to acquire a 100% interest in the Sowchea property (the “Sowchea Property”).
During the year ended August 31, 2024, the Company determined not to proceed with the Sowchea Property and accordingly, recorded an impairment expense of $234,140 to write the property down to $Nil.
2
Acquisition of the Yukon Properties
On January 12, 2024, the Company entered into a definitive purchase and sale agreement with 18526 Yukon Inc. (the "Vendor"), pursuant to which on May 30, 2024, the Company acquired all of the issued and outstanding common shares of Lapie Mining Inc. ("Lapie"), a wholly owned subsidiary of the Vendor, in exchange for $2,000,000 cash and 25,000,000 common shares of the Company, which are subject to release over a period of 3 years.
The Vendor retained a royalty equal to 2.5% of the net smelter returns in respect of each of the properties acquired, subject to a right of repurchase of 0.5% of each royalty at a cost of $1,000,000 per royalty payable in gold or cash.
Pursuant to the acquisition of Lapie, the Company acquired the AZ, Barite Mountain, Birch, Carter Gulch, Clea, Eva, Expo, Faro North, Fox, Gem, Nut, Pete, Risby, Star River, Talbot claims and the Venus claims and crown grants located in the Yukon.
In accordance with IFRS 3, Business Combinations, the Company was identified as the accounting acquirer and Lapie as the acquiree. Lapie was not considered to meet the definition of a business under IFRS 3, and accordingly the transaction has been accounted for as an asset acquisition. The Transaction was accounted for in accordance with IFRS 2, Share-based Payments, whereby equity instruments issued were recognized at fair value and allocated to the fair value of the net assets acquired. The consideration paid was allocated to the net assets acquired as follows:
| Net assets acquired | $ |
|---|---|
| Assets acquired | |
| Accounts receivable | 1,959 |
| Prepaid | 10,500 |
| Exploration and evaluation assets | 7,690,683 |
| Liabilities assumed | |
| Accounts payable and accrued liabilities | (168,810) |
| Net assets as at May 30, 2024 | 7,534,332 |
| Purchase price | |
| Cash | 2,000,000 |
| Fair value of 25,000,000 common shares issued | 5,311,000 |
| Transaction costs | 223,332 |
| Total purchase price | 7,534,332 |
Fairway Property and Expansion of Existing Properties
Subsequent to the Transaction, Lapie acquired mineral claims of Fairway and also expanded its footprints at AZ, Birch and Talbot.
Acquisition of 1485423 BC Ltd.
On December 19, 2025, the Company entered into a share purchase agreement, pursuant to which the Company acquired all of the issued and outstanding common shares of 1485423 BC Ltd. (“1485423 BC”), to acquire the KLM claims located in the Yukon. There is no cash consideration and the aggregate consideration payable is deemed to have been satisfied by the amount of exploration expenditures previously advanced by the Company for work conducted on the KLM claims, recognized as property investigation costs.
1485423 NC had $nil net assets on December 19, 2025.
Summary
Lapie now owns the AZ, Barite Mountain, Birch, Carter Gulch, Clea, Eva, Expo, Fairway, Faro North, Fox, Gem, KLM, Nut, Pete, Risby, Star River, Talbot claims and the Venus claims and crown grants located in the Yukon (the “Properties”), for a total of approximately 42,500 hectares.
On July 11, 2025, the Company entered into an exploration agreement with the Tū Lídlīni Dena Council (the “Council”) with respect to the Company’s Star River project. The Company issued 50,000 common share purchase warrants to the Council, exercisable at a price of $0.58 per share with an expiry date of July 23, 2030. The warrants were valued at $21,936 using the Black-Scholes Model with the following assumptions: stock price - $0.58, exercise price - $0.58, risk-free rate – 3.10%, expected life – 5 years, expected volatility – 100%, expected dividends – Nil.
Below is a summary of the changes in the exploration and evaluation assets during the year ended December 31, 2025:
| PROPERTY | Opening Balance $ | Acquisition Costs $ | Exploration Costs $ | Ending Balance $ |
|---|---|---|---|---|
| AZ | 1,278,812 | 11,893 | 2,811,400 | 4,102,105 |
| Barite Mountain | 76,907 | - | 5,870 | 82,777 |
| Birch | 1,196,534 | 7,850 | 3,160,664 | 4,365,048 |
| Carter Gulch | 230,800 | - | 25,336 | 256,136 |
| Clea | 134,587 | - | 5,870 | 140,457 |
| Eva | 134,587 | - | 5,870 | 140,457 |
| Expo | 1,620,606 | - | 26,412 | 1,647,018 |
| Fairway | 103,649 | - | 128,013 | 231,662 |
| Faro North | 76,907 | - | 5,870 | 82,777 |
| Fox | 134,587 | - | 5,870 | 140,457 |
| Gem | 76,907 | - | 5,870 | 82,777 |
| Nut | 616,258 | - | 6,110 | 622,368 |
| Pete | 230,720 | - | 5,870 | 236,590 |
| Risby | 135,201 | - | 47,711 | 182,912 |
| Star River | 2,612,430 | 128,185 | 2,348,873 | 5,089,488 |
| Talbot | 644,316 | - | 203,250 | 847,566 |
| Venus | 230,986 | - | 12,199 | 243,185 |
| TOTAL | 9,534,794 | 147,928 | 8,811,058 | 18,493,780 |
Below is a summary of the changes in the exploration and evaluation assets during the period ended December 31, 2024:
| PROPERTY | Opening Balance $ | Acquisition Costs $ | Exploration Costs $ | Ending Balance $ |
|---|---|---|---|---|
| AZ | 1,181,330 | - | 97,482 | 1,278,812 |
| Barite Mountain | 76,907 | - | - | 76,907 |
| Birch | 942,348 | 37,742 | 216,444 | 1,196,534 |
| Carter Gulch | 230,720 | - | 80 | 230,800 |
| Clea | 134,587 | - | - | 134,587 |
| Eva | 134,587 | - | - | 134,587 |
| Expo | 1,619,226 | - | 1,380 | 1,620,606 |
| Fairway | 3,344 | - | 100,305 | 103,649 |
| Faro North | 76,907 | - | - | 76,907 |
| Fox | 134,587 | - | - | 134,587 |
| Gem | 76,907 | - | - | 76,907 |
| Nut | 615,895 | - | 363 | 616,258 |
| Pete | 230,720 | - | - | 230,720 |
| Risby | 134,587 | - | 614 | 135,201 |
| Star River | 2,326,527 | - | 285,903 | 2,612,430 |
| Talbot | 643,239 | - | 1,077 | 644,316 |
| Venus | 230,826 | - | 160 | 230,986 |
| TOTAL | 8,793,244 | 37,742 | 703,808 | 9,534,794 |
Below is a summary of the changes in the exploration and evaluation assets during the year ended August 31, 2024:
| PROPERTY | Opening Balance $ | Acquisition Costs $ | Impairment Expense $ | Exploration Costs $ | Ending Balance $ |
|---|---|---|---|---|---|
| Sowchea | 234,140 | - | (234,140) | - | - |
| AZ | - | 1,153,603 | - | 27,727 | 1,181,330 |
| Barite Mountain | - | 76,907 | - | - | 76,907 |
| Birch | - | 615,255 | - | 327,093 | 942,348 |
| Carter Gulch | - | 230,720 | - | - | 230,720 |
| Clea | - | 134,587 | - | - | 134,587 |
| Eva | - | 134,587 | - | - | 134,587 |
| Expo | - | 1,615,043 | - | 4,183 | 1,619,226 |
| Fairway | - | - | - | 3,344 | 3,344 |
| Faro North | - | 76,907 | - | - | 76,907 |
| Fox | - | 134,587 | - | - | 134,587 |
| Gem | - | 76,907 | - | - | 76,907 |
| Star River | - | - | - | 711,484 | 2,326,527 |
| Nut | - | 615,255 | - | 640 | 615,895 |
| Pete | - | 230,720 | - | - | 230,720 |
| Risby | - | 134,587 | - | - | 134,587 |
| Talbot | - | 615,255 | - | 27,984 | 643,239 |
| Venus | - | 230,720 | - | 106 | 230,826 |
| TOTAL | 234,140 | 7,690,683 | (234,140) | 1,102,561 | 8,793,244 |
Below is a summary of the exploration costs incurred during year ended December 31, 2025:
| Costs | AZ $ | Birch $ | Carter Gulch $ | Expo $ | Fairway $ | Nut $ | Risby $ | Star River $ | Talbot $ | Venus $ | Other(1) $ | Total $ |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Camp | 251,373 | 218,439 | 985 | 5,685 | 42,337 | - | 154 | 300,442 | 41,329 | 934 | - | 861,678 |
| Drilling | 673,188 | 481,913 | - | - | - | - | - | 516,499 | - | - | - | 1,671,600 |
| Environmental | 59,371 | 96,585 | - | - | 1,756 | - | - | 36,515 | - | - | - | 194,227 |
| Field staff & consultants | 9,595 | 17,581 | 11,722 | 480 | 460 | 240 | 1,773 | 76,901 | - | 7,779 | - | 126,531 |
| General | 2,180 | 1,381 | - | - | - | - | 10 | 4,882 | - | - | - | 8,453 |
| Geological | 395,614 | 290,806 | - | 4,659 | 29,464 | 5,620 | 30,444 | 253,787 | - | - | 39,340 | 1,049,734 |
| Geophysics | 125,182 | 44,684 | - | - | - | - | - | 145,415 | - | - | - | 315,281 |
| Helicopters | 767,070 | 1,282,453 | 7,124 | 9,292 | - | - | - | 508,936 | - | - | - | 2,574,875 |
| Rental of trucks and equipment | 23,757 | 16,620 | - | 5,000 | - | - | - | 58,039 | - | - | - | 103,416 |
| Surveying | 40,866 | 40,866 | - | - | 40,866 | - | - | 47,249 | 40,866 | - | - | 210,713 |
| Sampling | 129,830 | 183,882 | 3,158 | - | 13,130 | - | 12,685 | 864 | - | 2,687 | - | 346,236 |
| Supplies | 133,158 | 447,592 | - | 314 | - | 250 | 2,645 | 364,147 | 121,055 | - | 1,750 | 1,070,911 |
| Travel | 200,216 | 37,862 | 2,347 | 982 | - | - | - | 35,197 | - | 799 | - | 277,403 |
| TOTAL | 2,811,400 | 3,160,664 | 25,336 | 26,412 | 128,013 | 6,110 | 47,711 | 2,348,873 | 203,250 | 12,199 | 41,090 | 8,811,058 |
(1) Total exploration costs incurred during the year ended December 31, 2025 for Barite Mountain, Clea, Eva, Faro North, Fox, Gem, Pete.
Below is a summary of the exploration costs incurred during the period ended December 31, 2024:
| Costs | AZ $ | Birch $ | Carter Gulch $ | Expo $ | Fairway $ | Nut $ | Risby $ | Star River $ | Talbot $ | Venus $ | Total $ |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Camp | 35,290 | 117,502 | - | - | 41,002 | - | - | 83,649 | 997 | - | 278,440 |
| Environmental | 962 | - | - | - | - | 962 | |||||
| Field staff & consultants | 32,298 | 40,757 | 80 | 1,380 | 8,278 | 363 | 614 | 29,629 | 80 | 160 | 113,639 |
| General | - | 4,172 | - | - | - | - | - | 10,014 | - | - | 14,186 |
| Geological | - | - | - | - | - | - | - | 16,150 | - | - | 16,150 |
| Geophysics | - | 13,000 | - | - | 20,476 | - | - | 120,518 | - | - | 153,994 |
| Surveying | 3,809 | - | - | - | 3,809 | - | - | - | - | - | 7,618 |
| Sampling | 10,125 | 31,658 | - | - | 22,218 | - | - | 21,759 | - | - | 85,760 |
| Supplies | 1,007 | - | - | - | - | - | - | - | - | - | 1,007 |
| Travel | 14,953 | 9,355 | - | - | 3,560 | - | - | 4,184 | - | - | 32,052 |
| TOTAL | 97,482 | 216,444 | 80 | 1,380 | 100,305 | 363 | 614 | 285,903 | 1,077 | 160 | 703,808 |
Below is a summary of the exploration costs incurred during the year ended August 31, 2024:
| Costs | AZ $ | Birch $ | Expo $ | Fairway $ | Nut $ | Star River $ | Talbot $ | Venus $ | Total $ |
|---|---|---|---|---|---|---|---|---|---|
| Camp | 5,521 | 213,245 | - | - | - | 474,152 | 17,348 | - | 710,266 |
| Field staff & consultants | 6,808 | 22,199 | 3,733 | 3,344 | 640 | 39,430 | 3,903 | 106 | 80,163 |
| Geophysics | - | 12,000 | - | - | - | 137,753 | 2,625 | - | 152,378 |
| Surveying | - | 4,108 | - | - | - | 22,500 | 4,108 | - | 30,716 |
| Sampling | - | 67,125 | - | - | - | - | - | - | 67,125 |
| Supplies | 12,598 | 6,948 | - | - | - | 10,083 | - | - | 29,629 |
| Travel | 2,800 | 1,468 | 450 | - | - | 27,566 | - | - | 32,284 |
| TOTAL | 27,727 | 327,093 | 4,183 | 3,344 | 640 | 711,484 | 27,984 | 106 | 1,102,561 |
EXPLORATION OUTLOOK
On May 29, 2024, Lapie filed a technical report prepared in accordance with the disclosure standards of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) on the Expo Property dated May 13, 2024. The Technical Report was prepared by Carl Schulze, BSc, P.Geo., who is a qualified person under NI 43-101.
On September 3 and October 16, 2024, the Company announced exploration updates on its Birch Project, located approximately 65 kilometres (“km”) northeast of Burwash Landing and accessible via helicopter. The Birch Project lies predominantly within the Finlayson assemblage of the Yukon-Tanana Terrane, consisting of variably carbonaceous schist and quartzite, marble, garnet amphibolite and rare metaplutonic rocks. Completed fieldwork at the Birch Property included a soil sampling and prospecting program. Highlights of the 2024 campaign included a 1,400-meter copper and gold in soil anomaly grading up to 0.2% copper and up to 0.99 grams per tonne gold and mineralized skarn rock sampling up to 2.42% copper and up to 14.1 grams per tonne gold. The Company used the geophysical data obtained to design first pass drilling of the optimal targets for spring of 2025.
On November 13, 2024, the Company announced the successful staking of additional claims surrounding its Birch Project, nearly tripling the exploration footprint in pursuit of a major porphyry/skarn copper-gold discovery. The newly acquired claims increased the project area from 2,285 hectares to 7,008 hectares, further strengthening the Company’s land position in this highly prospective region. The results from the 2024 exploration season encouraged the Company to secure tenure to the west, north and east along and into the intrusive contact zone. The claims to the southeast were staked as a highly prospective area for new mineralization following the identification of airborne geophysical anomalies and the potential extension of a copper-molybdenum trend in soils.
On December 3, 2024, the Company provided results from gravimetric geophysical fieldwork on its Star River Project located 50km due south of Ross River, Yukon. The Company owns 100% of the 716-hectare, Star River base and precious metals project accessible by road from the Robert Campbell Highway and former Ketza Mine Road. The project is host to multiple showings of polymetallic carbonate replacement mineralization and quartz-sulphide veins first discovered in the 1950s. Dense areas that strongly suggest the presence of substantial mineralization were found. Two prominent 800m-long parallel anomalies identified in the southern portion of the property are strongly correlated with previously identified electromagnetic anomalies. Multiple gravity anomalies are associated with historical showings of highly elevated gold and silver in 2024 rock-chip samples.
On January 15, 2025, the Company announced results from its exploration program on its 100%-owned 13,110-hectare AZ Project, located 6km west of the Alaska Highway and 36km south of Beaver Creek, Yukon. The Company discovered extensive surface copper mineralization with values up to 3.49% Cu at Chair Mountain, encompassing numerous underexplored mineral occurrences. Surface sampling identified copper mineralization across a prominent, 1.2km-long gossan zone of rust-colored, iron-stained rock.
On July 11, 2025, the Company announced that it has entered into an exploration agreement with the Tū Lidlīni Dena Council with respect to the Star River Project.
On September 18, 2025, the Company announced assay results from the inaugural 2025 drill program at its AZ Project. The program comprised five drill holes totaling 1,500 metres, targeting two new areas: Chair Mountain and the Southeast Prospect. The first-pass drilling program successfully intersected copper and gold mineralization at both targets and confirmed the presence of multiple porphyry-style indicators, including potassic alteration, chalcopyrite-bearing veins, magnetite skarn, and structurally controlled
8
epithermal mineralization, supporting the Company’s geological models and suggesting they may form part of a larger mineralized system.
On October 15, November 20 and December 8, 2025, the Company announced results from the 2025 drill program at its Birch Project. The 2025 drill program consisted of 1,685m of HQ diamond drill core in six holes off 4 pads. The initial drill hole encountered stacked skarn horizons containing copper mineralization over lengths of up to 21.2 meters, including multiple intervals over 3.1% copper equivalent. Hole BR25-003, drilled 300m northeast of BR25-001, intersected 47.4m of 0.43 g/t Au in gold-bearing stratigraphy from 26.6m below surface, including 1 meter from 71m grading 14.35 g/t Au, significantly expanding the skarn system into a gold-dominant domain. Prospecting 2km south of the drill area returned up to 16g/t Au, 1,825 g/t Ag, and 0.43% Cu, in surface rock samples from an area coincident with a large molybdenum soil geochemical anomaly. Hole BR25-002 returned 10.1m of 0.21% Cu (0.30% CuEq) from only 58.6 m depth, including 1.8 m 1.12% Cu (1.51% CuEq). Step-out drilling confirmed lateral continuity of the skarn system, with BR25-004, 500m east of the earlier holes, intersecting 16.0 m of 0.20% Cu (0.28% CuEq), including a high-grade interval of 0.89% Cu (1.13% CuEq) over 1.0m.
The results from the Birch Project show that the mineralized skarn horizons are both persistent and occurring closer to surface, with solid copper grades across multiple intervals, and the mineralization style suggests the potential for a large, multistage skarn system developed along the marble-schist contacts and intrusive margins. The next phase of work at Birch will focus on step-out drilling down-dip to the south, where multiple datasets highlight the potential for an intrusive center at depth. Additional infill drilling within the skarn zone is planned to improve continuity between the 2025 holes and refine the geometry of the stacked mineralized horizons. In parallel, the Company intends to begin systematic exploration of additional skarn and epithermal targets identified through updated geological, geochemical, and geophysical interpretations. These combined efforts will guide priority targets for the next drill campaign and continue to expand the mineralized footprint at Birch.
On January 22, 2026, the Company reported results from its 2025 Induced Polarization (“IP”) and geochemical soil sampling program completed at its AZ Project. Multiple geophysical targets and copper-dominant soil anomalies were identified that expand the property’s exploration potential beyond areas tested by previous drilling. The results included strong and widespread copper values, including up to 0.22% Cu in soils, with multiple gold values greater than 0.4 g/t Au, which are associated with molybdenum, a porphyry indicator. The chargeability and resistivity of geophysical anomalies consistent with sulphide-bearing porphyry systems provide clear drill targets for 2026.
On February 20, 2026, the Company announced high-grade gold results from a 2025 rock sampling program at its Carter Gulch Property, located 40km southwest of Whitehorse, Yukon and 10km from the Alaska Highway. The Company established a new land position with the staking of 68 claims surrounding the original claims. High-grade gold was identified, including up to 250 g/t Au with average sample grade of 17.8 g/t Au and minimum of 0.00 g/t Au, from quartz vein float material on surface. Gold mineralization associated with quartz veining and shear-related structures, with elevated lead and other pathfinder elements were identified. The Company is planning follow-up exploration at Carter Gulch, including additional surface sampling, detailed geological mapping, and the evaluation of priority targets defined by historical work and the 2025 rock sampling program.
QUALIFIED PERSON
Helena Kuikka, P.Geo., VP Exploration for the Company and a Qualified Person within the meaning of National Instrument 43-101, has reviewed the technical information in this MD&A.
SELECTED ANNUAL INFORMATION
| For the year ended December 31, 2025 (Audited) | For the Period ended December 31, 2024 (Audited)* | For the year ended August 31, 2024 (Audited) | |
|---|---|---|---|
| Total Revenues | Nil | Nil | Nil |
| Net Loss and Comprehensive Loss | ($4,663,989) | ($1,423,762) | ($1,987,010) |
| Total Assets | $26,295,619 | $18,209,199 | $19,342,423 |
| Long-term Liabilities | Nil | $27,331 | Nil |
| Total Liabilities | $497,332 | $287,059 | $447,133 |
| Shareholder's Equity | $25,798,287 | $17,922,140 | $18,895,290 |
*The December 2024 fiscal period-end covers the four-month period of September 1, 2024 to December 31, 2024.
Due to the Company's status as an exploration stage mineral resource company and a lack of commercial production from its resource properties, the Company currently does not have any revenues from its operations. The Company incurred a net loss of $4,663,989 during the year ended December 31, 2025.
The majority of the loss for the year ended December 31, 2025 was due to management and director fees of $553,541, marketing fees of $880,043, professional fees of $369,239, salaries and wages of $775,475 and property investigation expenses of $206,032. These expenses increased in December 31, 2025 from the prior years, because the Company was more active in its operations and incurred higher expenses to promote the Company. Salaries and wages increased, due to the hiring of additional employees for the 2025 exploration season. Share-based compensation expense of $1,613,073 in the 2025 fiscal year was due to the stock options granted during the year.
The majority of the loss for the period ended December 31, 2024 was due to share-based compensation of $441,098, marketing fees of $361,079, and management and director fees of $133,527 relating to director and officer compensation. These expenses increased in December 31, 2024 from the prior year as a result of the Lapie acquisition, which caused the Company's business activities to significantly increase, resulting in higher expenses. Salaries and wages increased, due to the hiring of additional employees for the 2024 exploration season. Share-based compensation expense of $441,098 in the four months ended December 31, 2024 was due to the vesting of options granted in previous periods and stock options granted in the four months ended December 31, 2024.
The majority of the loss for the year ended August 31, 2024 was due to marketing fees of $285,659, professional fees of $388,013, property investigation expenses of $332,216, transfer agent, filing and listing fees of $119,160 and management and director fees of $126,846 relating to director and officer compensation. In May 2024, the Company completed the Transaction and started to focus on the exploration of its mineral properties in the Yukon, which resulted in increased spending in marketing, management and director fees, professional fees, and transfer agent, filing and listing fees. Salaries and wages also increased, due to the hiring of additional employees for the 2024 exploration season. Share-based compensation expense of $378,856 in the August 31, 2024 fiscal year was due to the stock options granted in May 2024.
The Company had total assets of $26,295,619 as at December 31, 2025, compared to $18,209,199 at December 31, 2024 and $19,342,423 at August 31, 2024. The increase over the 2 comparative periods was driven by the Lapie acquisition and the private placement equity financings that occurred during the current year.
11
RESULTS OF OPERATIONS
Year ended December 31, 2025 versus four-month period ended December 31, 2024
The net loss for the year ended December 31, 2025 was $4,663,989 (December 31, 2024 - $1,423,762). The net loss for the year ended December 31, 2025 was higher, because the results were for a full year as compared to 4 months ended December 31, 2024. The most significant expenses for the year ended December 31, 2025 were marketing of $880,043 (December 31, 2024 - $361,079), management and director fees of $553,541 (December 31, 2024 - $133,527), and share-based compensation of $1,613,073 (December 31, 2024 - $441,098). These expenses were offset by interest income of $357,759 in the year ended December 31, 2025 (December 31, 2024 - $155,725).
Marketing costs increased from the comparative 2024 period, because the Company was more active in its operations and incurred higher expenses to promote the Company. Management, director fees and salaries and wages increased, because the 2025 results were for a full year as compared to 4 months ended December 31, 2024. Share-based compensation expense increased from the comparative 2024 period, due to the vesting of stock options granted in 2024 and new options granted in the year ended December 31, 2025.
Year ended December 31, 2025 versus year ended August 31, 2024
The net loss for the year ended December 31, 2025 was $4,663,989 (August 31, 2024 - $1,987,010). The net loss for the year ended December 31, 2025 was higher, because the Company was more active in its operations and hired additional staff. The most significant expenses for the year ended December 31, 2025 were marketing of $880,043 (August 31, 2024 - $285,659), management and director fees of $553,541 (August 31, 2024 - $126,846), and share-based compensation of $1,613,073 (August 31, 2024 - $378,856). These expenses were offset by interest income of $357,759 in the year ended December 31, 2025 (August 31, 2024 - $134,370).
Marketing costs increased from the August 31, 2024 fiscal year as a result of the Lapie acquisition, which caused the Company's business activities to significantly increase, resulting in higher expenses to promote the Company. Management and director fees increased due to the appointment of directors in 2024 when the Transaction was completed; and salaries and wages also increased due to hiring of additional employees due to the Company being more active and starting its 2025 exploration campaign. Share-based compensation expense increased from the August 31, 2024 fiscal year, due to the vesting of stock options granted in 2024 and new options granted in the year ended December 31, 2025.
SUMMARY OF QUARTERLY RESULTS
The following is a summary of the Company's financial results for the most recent eight quarterly periods:
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |
|---|---|---|---|---|
| Net Loss for the period | (1,167,691) | (1,378,233) | (1,127,029) | (991,036) |
| Basic and Diluted loss per share | (0.01) | (0.01) | (0.01) | (0.01) |
| December 31,2024* | August 31,2024 | May 31,2024 | February 29,2024 | |
|---|---|---|---|---|
| Net Loss for the period | (1,423,762) | (897,134) | (869,722) | (131,320) |
| Basic and Diluted loss per share | (0.02) | (0.01) | (0.04) | (0.01) |
*The period ended December 31, 2024 is a four-month period as a result of the transition year.
Over the last eight quarters, the Company's net loss ranged from $131,320 for February 29, 2024 to$ 1,423,762 for December 31, 2024. The quarterly loss during February 29, 2024 was lower compared to the other quarter, due to the Company only having the Sowchea Property in its portfolio at the time and most of the expenses incurred were to maintain the Company's listing on the CSE.
The higher losses from May 31, 2024 to December 31, 2025 were due to the increase in the Company's business activities post-Lapie transaction. The Company hired additional employees and started to incur more marketing expenses to promote the Company. Increased losses during the quarters ended March 31, 2025 to December 31, 2025 were also due to the Company granting a number of stock options, which increased share-based compensation expense.
FOURTH QUARTER
The net loss for the quarter ended December 31, 2025 was $1,167,691 (December 31, 2024 -$ 1,423,762). The majority of the decrease in net loss was a result of the increased marketing fees, professional fees, management and director fees, salaries and wages, and share-based compensation.
The most significant expenses for the quarter ended December 31, 2025 were management and director fees of $70,912 recovery (December 31, 2024 -$ 133,527), salaries and wages of $394,474 (December 31, 2024 -$ 277,321), marketing fees of $381,827 (December 31, 2024 -$ 361,079), and share-based compensation of $123,215 (December 31, 2024 -$ 441,098). These expenses were offset by interest income of $23,869 in December 31, 2025 compared to $155,725 in December 31, 2024.
CASH FLOWS
Cash and cash equivalents decreased by $2,758,336 during the year ended December 31, 2025 from$ 4,284,313 at December 31, 2024 to $1,525,977 at December 31, 2025. The decrease in cash and cash equivalents was primarily a result of cash used in investing activities of $10,625,136 and cash used in operations of $3,005,081, offset by cash from financing activities of $10,871,881. The Company spent $8,862,762 on exploration and evaluation costs and $1,701,000 on purchase of a term deposit. The Company raised $11,225,000 offset by share issue costs of $885,573 from a private placement and received $565,700 from warrants exercised. The Company also made lease payments of $33,246 as part of financing activities.
FINANCING ACTIVITIES
On May 3, 2024, the Company completed a non-brokered Share Private Placement by issuing 24,032,417 Subscription Receipts at a price of $0.30 per Subscription Receipt for gross proceeds of$ 7,209,725. Each Subscription Receipt was automatically exercised into one common share of the Company upon completion of the Transaction on May 30, 2024.
On May 3, 2024, the Company completed a non-brokered Unit Private Placement by issuing 17,754,738 Unit Subscription Receipts at a price of $0.45 per Unit Subscription Receipt for gross proceeds of $7,989,632. Each Unit Subscription Receipt was automatically exercised into one common share and one-half of one common share purchase warrant upon completion of the Transaction on May 30, 2024. Each whole warrant entitles the holder to purchase one common share at an exercise price of $0.60 up to May 3, 2027. In connection with the private placements, the Company incurred cash finders fees of $359,243 and other share issuance costs including legal fees and filing fees of $166,079.
During the year ended August 31, 2024, the Company issued 550,000 common shares pursuant to the exercise of 550,000 options with an exercise price of $0.10 per share for total gross proceeds of $55,000.
During the year ended August 31, 2024, the Company issued 150,000 common shares pursuant to the exercise of 150,000 warrants with an exercise price of $0.10 per warrant for total proceeds of $15,000.
During the period ended December 31, 2024, the Company issued 100,000 common shares pursuant to the exercise of 100,000 options with an exercise price of $0.10 per share for total proceeds of $10,000.
On April 9, 2025, the Company completed a “best efforts” agency based private placement of 20,409,090 units of the Company (the “Units”) at a price of $0.55 per Unit for aggregate gross proceeds of $11,225,000 (the “Offering”). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.80 until April 9, 2028.
The Offering was co-led by Cormark Securities Inc. and Canaccord Genuity Corp. (together, the “Agents”). In connection with the private placement, the Company incurred finders fees of $596,451 and other share issuance costs including legal fees and filing fees of $289,122. As additional consideration for their services, the Agents were also issued 763,632 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to subscribe for one common share of the Company at a price of $0.55 until April 9, 2028.
During the year ended December 31, 2025, the Company issued 4,693,084 common shares pursuant to the exercise of 4,693,084 warrants for total proceeds of $565,700.
LIQUIDITY AND CAPITAL RESOURCES
In management’s view, given the nature of the operations, which currently consists of its interest in the Yukon properties acquired on May 30, 2024, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the extent to which it can determine whether its resource properties are economically recoverable. The Company is also focused on creating value by conducting drill programs at its various projects.
As at December 31, 2025 the Company had current assets totalling $7,703,660, composed of cash and cash equivalents, term deposit, accounts receivable and prepaid expenses. As at December 31, 2025, the Company had working capital of $7,206,328.
As the Company will not generate funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund operations. Since inception, the Company has funded operations through the issuance of equity securities on a private placement basis. Management believes that the Company currently has sufficient capital resources to carry out the intended exploration on the Yukon properties for the immediate next 12 months. The Company does not have any other
13
commitments for material capital expenditures over the near and long term other than as disclosed in this MD&A plus normal operating expenses.
RELATED PARTY TRANSACTIONS
Key management personnel include persons having the authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the board of directors and corporate officers. The Company's related parties consist of key management personnel and companies owned directly or indirectly by key management personnel.
The Company incurred charges to directors and officers, or to companies associated with these individuals during the year ended December 31, 2025, period ended December 31, 2024, and the year ended August 31, 2024 as follows:
| December 31, 2025 | December 31, 2024 | August 31, 2024 | |
|---|---|---|---|
| $ | $ | $ | |
| Capitalized exploration and evaluation costs | - | 12,200 | - |
| Professional fees (1) | 198,704 | 61,291 | 35,535 |
| Director fees (2) | 187,099 | 53,527 | 65,000 |
| Management fees (3) | 366,442 | 80,000 | 61,846 |
| Salaries and wages (4) | 669,743 | 113,333 | 70,897 |
| Share-based compensation | 1,269,212 | 366,995 | 318,400 |
| 2,691,200 | 687,346 | 551,678 |
(1) Professional fees consisted of fees paid for the services provided by Natasha Tsai, CFO, and fees paid to 1727856 Ontario Limited, a company owned by Peter Born, former director.
(2) Director fees consisted of director fees paid to Patrick Burke, Darryl Clark, Jim Coates and Dan Vickerman, directors of the Company, and Susan P. Craig, former director.
(3) Management fees consisted of management fees paid to Rory Quinn, former CEO, and Jim Coates, CEO.
(4) For the year ended December 31, 2025, $252,083 are included in exploration and evaluation expenses. Salaries and wages consisted of salaries paid to Helena Kuikka, VP, Exploration of the Company, Jim Coates, Executive Vice President of the Company, and Kaeli Gattens, former VP, Investor Relations and Communications of the Company.
Key management of the Company includes the CEO, former CEO, the CFO, the VP, Exploration, the former VP, Investor Relations and Communications, and the directors. During the year ended December 31, 2025, period ended December 31, 2024 and the year ended August 31, 2024, compensation paid to key management consisted of accounting fees paid to Malaspina Consultants Inc. for services provided by Natasa Tsai, CFO, consulting fees charged by 1727856 Ontario Limited, a company owned by Peter Born, former director, director fees paid to Patrick Burke, Darryl Clark, Jim Coates and Dan Vickerman, directors of the Company, and Susan P. Craig, former director, management fees paid to Rory Quinn, former CEO, and Jim Coates, CEO, and salaries and wages paid to Helena Kuikka, VP, Exploration, Jim Coates, Executive Vice President, and Kaeli Gattens, former VP, Investor Relations and Communications, which have been presented in the table above.
Accounts payable and accrued liabilities at December 31, 2025 include $12,314 (December 31, 2024 - $23,866, August 31, 2024 - $14,287) due to related parties. The balances owing are non-interest bearing, unsecured and due on demand. Related party transactions are conducted in the normal course of business
and are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.
OFF BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements, that have, or are reasonably likely to have, an impact on the current or future results of operations or the financial condition of the Company.
SUBSEQUENT EVENTS
On February 11, 2026, the Company granted 250,000 stock options to an employee. The stock options have an exercise price of $0.54 per share and expire on February 11, 2031. The stock options will vest as to 50% every 6 months after the grant date.
On February 27, 2026, the Company granted 100,000 stock options to a consultant. The stock options have an exercise price of $0.68 per share and expire on February 27, 2031. The stock options will vest as to 50% every 6 months after the grant date.
Subsequent to December 31, 2025, the Company entered into an option agreement with Yukon geologist and prospector Ryan Burke ("Burke") to acquire a 100% interest in the Sumo Copper-Gold property (the "Sumo Property"), located approximately 10km east of the Company's Birch Project in southwestern Yukon. The Sumo Property comprises 72 quartz claims totalling approximately 1,500 hectares.
To maintain the option, the Company must make aggregate payments of $395,000 in cash, issue a total of 1,500,000 common shares of the Company (the "Shares"), and incur total exploration expenditures of $3,600,000 over a period of 5 years.
Burke retains a 2.5% net smelter returns royalty, 1% of which can be repurchased by the Company at any time for payment of 750 oz of gold or the cash equivalent thereof. There is also an advance royalty of 3 oz of gold or the cash equivalent thereof per year commencing on March 1, 2032, to a maximum of 45 oz of gold or the cash equivalent thereof, which advanced royalty will be credited against future royalty payments upon commercial production at the Sumo Property.
Milestone payment: If a resource or reserve exceeding 1,000,000 oz of gold equivalent is defined in a National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") technical report, Burke will receive $1.00 per oz of gold defined; payable in cash or shares of the Company (10-day VWAP), provided Burke's shareholding in the Company does not exceed 19.9% of the Company's total issued share capital.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Details
15
of the critical accounting estimates can be found in Note 2 of the consolidated financial statements for the year ended December 31, 2025.
ACCOUNTING POLICIES
The preparation of consolidated financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amount of assets, liabilities, revenues and expenses. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances and require judgement on matters which are inherently uncertain. Details of the material accounting policies can be found in Note 2 of the audited financial statements for the year ended December 31, 2025.
FINANCIAL INSTRUMENTS
Details of the Company's financial instruments can be found in Note 7 of the Company's audited consolidated financial statements for the year ended December 31, 2025.
DISCLOSURE OF OUTSTANDING SHARE DATA
As of the date of this report, there were 114,309,329 common shares, 19,702,461 share purchase warrants, with exercise prices ranging from $0.55 to $0.80, and 8,279,000 stock options, with exercise prices ranging from $0.385 to $0.68, outstanding.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
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 December 31, 2025 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.
MANAGEMENT'S RESPONSIBILITY OF FINANCIAL STATEMENTS
The information provided in this MD&A, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the financial statements.
16
17
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
The Company provides disclosure related to capitalized exploration and acquisition costs in the notes to the financial statements and disclosure related to general and administration expenses in the statements of operations and comprehensive loss.
RISK FACTORS
The Company is in the business of exploring mineral properties, which is a highly speculative endeavor. Given the nature of the mining business, the limited extent of the Company's assets and the present stage of development, a number of risk factors should be considered. Refer to the Listing Statement filed on www.sedarplus.ca on May 30, 2024 for a detailed description of the Risk Factors.
FORWARD LOOKING INFORMATION
This MD&A includes certain statements that may be deemed “forward-looking statements” concerning the future performance of the Company’s business, its operations, its financial performance and condition, as well as management’s objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All statements in this discussion, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that may cause actual results to vary from forward looking statements include, but are not limited to, the Company’s ability to access capital, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and reliance on key personnel, as described in more detail in this document under “Risk Factors”. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.