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NexMetals Mining Corp.: Form 10-Q for the period ended Mar 31, 2026

Filed with the SEC on May 13, 2026 and accepted by EDGAR at May 13, 2026, 21:00 ET.

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Management's discussion and analysis

As filed, 65,662 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

CAUTIONARY NOTE TO U.S. RESIDENTS CONCERNING DISCLOSURE OF MINERAL RESOURCES

On October 31, 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted the Modernization of Property Disclosures for Mining Registrants (the “New Rule”), introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including NI 43-101. The New Rule was codified as 17 CFR Subpart 220.1300 and 229.601(b)(96) (collectively, “S-K 1300”) and replaced SEC Industry Guide 7. The New Rule became effective as of February 25, 2019, and issuers are required to comply with the New Rule as of the annual report for their first fiscal year beginning on or after January 1, 2021, and earlier in certain circumstances.

All mineral estimates constituting mining operations that are material to our business or financial condition included in this Quarterly Report on Form 10-Q (this “Report”), and in the documents incorporated by reference herein, have been prepared in accordance with S-K 1300 and are supported by initial assessments prepared in accordance with the requirements of S-K 1300. S-K 1300 provides for the disclosure of: (i) “Inferred Mineral Resources”, which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve; (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve”; and (iii) “Measured Mineral Resources,” which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve”. Investors are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.

CAUTIONARY NOTE REGARDING EXPLORATION STAGE COMPANIES

We are an exploration stage issuer and do not currently have any known mineral reserves and cannot expect to have known mineral reserves unless and until an appropriate technical and economic study is completed for the Mines (as defined below) that shows “Proven Mineral Reserves” or “Probable Mineral Reserves” as defined by Regulation S-K 1300. We currently do not have any “Proven Mineral Reserves” or “Probable Mineral Reserves”. There can be no assurance that the Mines or any of our other properties contains or will contain any such SEC-compliant “Proven Mineral Reserves” or “Probable Mineral Reserves” or that, even if such reserves are found, the quantities of any such reserves warrant continued operations or that we will be successful in economically recovering them.

Cautionary Note Regarding Forward-Looking Statements

This Report for NexMetals Mining Corp. contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking information and forward-looking statements in this Report include, but are not limited to, those relating to: the estimated timing and anticipated costs for the Company’s exploration and development activities at the Selebi Mines and Selkirk Mine for the period to September 30, 2026, including surface drilling programmes, capital expenditures, metallurgical and economic study work, and operating costs; the Company’s expected reporting on drill results; the Company’s anticipation of expansion of the Mineral Resource at the Selebi Mines through resource expansion drilling and underground development, and to complete updated Mineral Resource Estimates in the third quarter of 2026 and a Preliminary Economic Assessment in the second half of 2026; the Company’s intended metallurgical flowsheet and processing pathway, including the expectation that an on-site smelter or hydrometallurgical facility may not be required and that the Company intends to construct a new concentrator facility at the Selebi Mines; the Company’s plans to advance an updated MRE and metallurgical test work at the Selkirk Mine; the expectation that separate copper and nickel concentrates will be a viable alternative to bulk concentrate production; the expectation that negative operating cash flows will continue and that additional financing will be required to continue development of the Company’s material projects; the expectation that the proceeds from the November 2025 Financing will be sufficient to fund planned activities, including the completion of a PEA study for the Selebi Mines, and cover administrative costs into the fourth quarter of 2026; and the Company’s belief that it is well positioned in 2026 to accelerate resource growth and advance both projects toward future economic assessments. In some cases, you can identify forward-looking information by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made. Such factors and assumptions may include, but are not limited to: the existing Selebi Mines MRE and the Selkirk MRE, and the assumptions regarding tonnages, grades, recoveries, and metal prices underlying those estimates, remain valid and reliable for purposes of the Company’s exploration planning; that approximately 30,000 metres of drilling at Selebi Main will generate sufficient geological data to support an updated MRE; the Company will be able to generate clean, high-grade separate copper and nickel concentrates from the Mines that meet industry-standard smelter acceptance criteria; the proceeds from the November 2025 Financing will be sufficient to fund planned activities, including the completion of a PEA study for the Selebi Mines, and cover administrative costs into the fourth quarter of 2026; the Company will be able to raise additional financing on acceptable terms to continue development beyond the current funding horizon; the Company’s interpretation of what constitutes a “compliant economic study” under the Botswana Mines and Minerals Act will be accepted by regulators; Section 42 and Section 43 applications will be submitted by December 31 2026; the Selkirk APA study phase (as extended to August 17, 2026) will be complied with, and the Company’s mining licences will remain in good standing; there will be no material changes to the Company’s current operational plans, workforce, contractor arrangements, or input costs (including fuel, power, and labour costs in Botswana); metal prices, exchange rates, and economic conditions will remain consistent with those prevailing at the date of this Report or, in the case of long-term price assumptions used in CuEq calculations, as disclosed herein.

Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include, without limitation, the following risk factors, which should be read in conjunction with the risks and uncertainties described in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, in addition to the other information included in this Quarterly Report: drilling results may not confirm the anticipated continuity, grade, or thickness of mineralization; Mineral Resource Estimates may require material downward revision; operational risks (including equipment failures, contractor underperformance, weather, and supply chain disruptions) could delay programmes and increase costs; the Company may be unable to establish Mineral Reserves; the Selebi Mines Preliminary Economic Assessment may not demonstrate economic viability given the preliminary nature of the estimates and the significant expenses required to develop the Selebi Mines; metallurgical recoveries achieved in laboratory testing may not be reproducible at commercial scale; concentrates may not meet smelter acceptance criteria at larger production volumes; further economic evaluation may demonstrate that a hydrometallurgical facility or smelter is in fact required, materially increasing capital requirements; construction of a new processing facility may be subject to permitting delays, cost overruns, or infrastructure limitations; additional financing may not be available or may not be available on favourable terms; unfavourable economic conditions or investor sentiment may impair the Company’s ability to obtain financing; changes to the operational plan may require expenditures in excess of current working capital, shortening the anticipated funding horizon; the Company’s interpretation of a “compliant economic study” under the Botswana Mines and Minerals Act may not be accepted by regulators; the Company may be unable to obtain or retain necessary permits and licences; the Selkirk APA study phase extension may not be further extended; changes to taxation or environmental laws could increase costs or preclude economic development; the Company is exposed to political, economic, and currency risks inherent in operating in Botswana; metal prices and exchange rates may differ materially from those assumed, which could render the Company’s projects uneconomical and cause actual costs and economics to differ materially from those projected; and the other risk factors stated in the Company’s other public filings available on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) and on EDGAR at www.sec.gov (http://www.sec.gov). Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Given these uncertainties, you should not place undue reliance on these forward-looking statements and forward-looking information. Also, forward-looking statements and forward-looking information represent our management’s beliefs and assumptions only as of the date hereof. You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements and forward-looking information publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise indicated, all references to “$”, “C$” and “dollars” in this Report refer to Canadian dollars, references to “US$” in this Report refer to United States dollars and references to “BWP” in this Report refer to Botswanan pula. On March 31, 2026, the daily exchange rate: (i) for one United States dollar expressed in Canadian dollars was US$1.00 = C$1.3939 (or C$1.00 = US$0.7174); (ii) for one Botswanan pula expressed in Canadian dollars was BWP 1.00 = C$0.0999 (or C$1.00 = BWP 10.01); and (iii) for one Botswanan pula expressed in United States dollars was BWP 1.00 = US$0.0745 (or US$1.00 = BWP 13.42). “This quarter” or “the quarter” means the first quarter (“Q1”) of 2026.

Introduction

The following management’s discussion and analysis (this “MD&A”) of our financial condition and results of operation should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and accompanying notes thereto for the quarters ended March 31, 2026, and 2025, (the “Quarterly Financial Statements”) appearing elsewhere in this Report. This discussion and analysis below includes forward-looking statements within the meaning of applicable securities laws that are subject to risks, uncertainties and other factors described in the “Risk Factors” section in Part II, Item 1A and elsewhere in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Cautionary Note Regarding Forward-Looking Statements” section of this Report.

This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the quarter ended March 31, 2026, and the results of operations of the Company for the three-month periods ended March 31, 2026, and March 31, 2025. The Quarterly Financial Statements and the financial information contained in this MD&A were prepared in accordance with US GAAP and pursuant to the rules and regulations of the SEC.

In this MD&A, unless the context otherwise requires, references to “we”, “our”, “us”, “the Company” or “NEXM” refer to NexMetals Mining Corp. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.

Company Overview

NEXM is a mineral exploration and development company focused on the discovery and advancement of high-quality Cu-Ni-Co-PGE resources. The principal assets of the Company are the Selebi Main and Selebi North Cu-Ni-Co mines in Botswana and related infrastructure, as well as the Cu-Ni-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses.

The Company’s principal business activity is the exploration and evaluation of the Mines. The Selebi and Selkirk Mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure. The Company’s Selebi Mines include two shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads.

NEXM is headquartered in Vancouver, British Columbia, Canada and its Common Shares are publicly traded on the Nasdaq and the TSXV under the symbol “NEXM”.

Highlights and Key Developments:

  • On January 15, 2026, Sean Whiteford, the Company’s then President, assumed the role of Chief Executive Officer replacing Morgan Lekstrom.
  • The Company announced the following appointment and reappointment to the Board of Directors:
  • Warwick Morley-Jepson appointed on January 8, 2026; and
  • Sean Whiteford, the Company’s CEO, reappointed on February 9, 2026, replacing Morgan Lekstrom.
  • On February 2, 2026, the Company announced the appointment of David Eichenberg as Vice President, Geology.
  • On March 19, 2026, the Company announced that it has engaged NH IR Advisory Corp to provide investor relations and strategic advisory services.
  • On April 9, 2026, the Company announced that Chris Leavy and James Gowans would not be standing for re-election as directors, and that Keith Marshall would stand for election at the Company’s annual general meeting to be held on May 27, 2026.

Corporate Social Responsibility

The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct. The Company has established policies and procedures in its Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. NEXM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.

Mineral Properties

Statement on Disclosure Regarding Mineral Properties

The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi Technical Report Summary (“Selebi TRS”) entitled “S-K 1300 Technical Report Summary Selebi Mines, Central District, Republic of Botswana” with an effective date of June 30, 2024 and a signature date of December 17, 2024, prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.

The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk Technical Report Summary (“Selkirk TRS”) entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” with an effective date of November 1, 2024, and a signature date of January 8, 2025, prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.

The qualified persons of SLR Consulting (Canada) Ltd. meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Selebi TRS and Selkirk TRS, which have been included as Exhibit 96.1 and 96.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, respectively. In the event that we determine that any modifying factors, estimates and other scientific and technical information in the reports materially change, we may update or file a new technical report in the future. The Selebi Mines and Selkirk Mine are exploration stage properties.

Further information on assay results can be found in the Company’s news releases which are available on the Company’s website (https://nexmetalsmining.com/). The Company’s website is not incorporated in this Report. Assay results are publicly released as they are received and confirmed by the Company.

Exploration and Evaluation Activities

The following table outlines the key milestones, estimated timing and costs related to each of the Mines, based on the Company’s reasonable expectations, intended courses of action and current assumptions and judgement, with information based as of March 31, 2026.

Key Milestones for Project Expected Timing of Completion Anticipated Costs
Exploration and Development
Selebi Main Surface Drilling Program Ongoing, costs to September 30, 2026 $7.2 million to $8.0 million
Selebi Mines underground development(1) Ongoing, costs to September 30, 2026 $0.3 million to $0.7 million
Capital expenditures(2) Ongoing, costs to September 30, 2026 $0.7 million to $1.3 million
Studies & Operating Costs
Advancing project economics(3) Ongoing, costs to September 30, 2026 $2.0 million to $2.5 million
Operating costs Ongoing, costs to September 30, 2026 $7.0 million to $7.6 million

Notes:

(1) Includes Selebi Mines underground development costs for April and May 2026. The Company has reallocated funds originally planned for underground development works over the remainder of 2026 to expanding and extending the Selebi Main Surface Drilling Program.

(2) Includes mobile equipment refurbishments, pumps, electrical equipment, and critical spares for drills.

(3) Includes advancing project economics through further metallurgical sampling and testing, further refinement of flowsheet design, Mineral Resource Estimates for the Mines, and the Selebi Mines Preliminary Economic Assessment.

Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See “Cautionary Note Regarding Forward Looking Statements.”

Selebi Mines, Botswana

The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines consist of a single mining licence covering an area of 11,504 hectares which expires May 26, 2032 and can be renewed. The mining licence is centred approximately at 22°03’00”S and 27°47’00”E. The Selebi Mines’ current infrastructure includes two previously operating mines, Selebi Main (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure.

Selebi Mines Mineral Resource Estimate, June 30, 2024

Classification Deposit Tonnage (Mt) Grade (% Cu) (% Ni) Contained Metal (000 t Cu) (000 t Ni)
Indicated Selebi North 3.00 0.90 0.98 27.1 29.5
Total Indicated 3.00 0.90 0.98 27.1 29.5
Inferred Selebi Main 18.89 1.69 0.88 319.2 165.5
Selebi North 5.83 0.90 1.07 52.5 62.4
Total Inferred 24.72 1.50 0.92 371.7 227.9

The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selebi TRS. Readers are cautioned not to assume that all or any part of Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300. Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or that, if it exists, is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.

Selebi North

In 2023, an underground resource and exploration drilling program at Selebi North was initiated. The program was a combination of infill and exploration drilling to follow the extension of the mineralization down-dip and down-plunge. In March 2025, the Selebi North Underground (“SNUG”) Resource Expansion Drilling program commenced targeting Borehole Electromagnetic (“BHEM”) plates located down-dip and down-plunge from the N3, N2, and South Limbs.

The 2025 program comprised 9,656 metres in 11 completed holes and 6 abandoned holes, was designed to support resource expansion and more specifically, the down plunge and strike continuity of mineralization in the South Limb and down plunge extent of N3. The program has been successfully completed in 2026, with results confirming the continuity of high-grade mineralization along key target zones. The program extended the footprint of the South Limb mineralization approximately 315 metres down-plunge beyond the 2024 Mineral Resource Estimate (“2024 Selebi Mines MRE”), expanding the South Limb plunge extent by roughly 35% and the deepest holes indicating improving copper grades down-plunge.

Highlights from hole SNUG-25-197, a step-out hole that was testing South Limb mineralization continuity down dip and along strike and one of three final holes released on April 1, 2026, included 18.80 metres of 4.69% CuEq1 (2.10% Cu, 1.26% Ni) including 6.45 metres of 5.67% CuEq1 (2.25% Cu, 1.66% Ni).

Drilling continues to reinforce confidence in the scale and continuity of the SNUG deposit, with recent step-out results complementing previously reported thick, continuous high-grade intervals, supporting the potential to rapidly add tonnage to an updated Mineral Resource Estimate. Assays for a total of approximately 42,672 metres across 95 completed holes at Selebi North have been completed subsequent to the 2024 Selebi Mines MRE.

1CuEq was calculated using the formula CuEq=Cu+2.06*Ni assuming long-term prices of US$10.50/lb Ni and US$4.75/lb Cu, and nickel and copper recoveries of 72.0% and 92.4%, respectively, derived from metallurgical studies which consider a conceptual bulk concentrate scenario.

Selebi Main Surface Drilling & Flexure Zone

During the second quarter of 2025, the Company commenced the surface drilling program targeting BHEM plates in the 2-kilometre gap zone between the Selebi North and Selebi Main deposits known as the “Hinge”. The program was designed to demonstrate the broader scale potential of the Selebi Mines and to further support the Company’s core thesis that these deposits are larger than previously recognized.

Initial Hinge drilling consisted of four widely spaced holes, with all holes intersecting multiple zones of mineralization, supporting potential continuous mineralization between Selebi Main and Selebi North. SMD-25-201, located down plunge of Selebi Main, intersected three zones including 3 metres of massive sulphides. BHEM results refined targeting down plunge of the existing Selebi Main resource, leading to follow-up hole SMD-25-205, which intersected 11.05 metres of 7.31% CuEq1 (3.00% Cu and 2.09% Ni), including 5.75 metres of 8.73% CuEq1 (3.98% Cu and 2.31% Ni) located 130 metres beyond the existing Selebi Main resource within the emerging Selebi Main Flexure Zone.

Following results from the BHEM data on drill hole SMD-25-201, historic hole sd144 was extended and a subsequent BHEM survey identified a high-priority conductive anomaly (the “Super Conductor”) with results indicating that the strongest portion of the anomaly remained untested and defining additional high-priority targets to the north. The Super Conductor reflects the highest-amplitude BHEM response recorded at Selebi Main in the Company’s history.

Further drilling results have confirmed the presence of an emerging Flexure Zone at Selebi Main where the mineralized system changes orientation, extending both down-dip and down-plunge from the existing Selebi Main resource, highlights of which include:

  • SMD-25-203 - tested the southern portion of the two kilometre gap between the Selebi Main and Selebi North deposits and intersected 16.10 metres of sulphide mineralization, located 385 metres down-plunge of SMD-25-201 and 620 metres beyond the 2024 MRE.
  • SMD-26-208 - intersected three mineralized horizons, including a lower zone with a thickness of 7.45 metres.
  • SMD-26-209 - intersected 10.40 metres of 6.82% CuEq (3.09% Cu, 1.83% Ni), located 320 metres down-dip of the 2024 MRE.

To date, a total of 22,247 metres has been drilled as part of the surface program, comprising eight completed holes, one hole extension, four abandoned holes and four holes currently in progress.

The program is being executed using three company-owned underground U5 drills which were converted into surface A5 drills, and two Marcotte HTM2500 drills purchased by the Company capable of drilling to depths of 2,500 metres (NQ core), the second of which arrived on site on April 28, 2026.

A third U5 to A5 drill conversion kit arrived on site during the first quarter of 2026 and the A5 surface drill was mobilized on February 18, 2026. The Company has also purchased a second Marcotte deep drill which is now mobilized and drilling.

Operating a Company-owned drill fleet provides increased operational flexibility, cost efficiency, and scheduling control, while reducing reliance on third-party contractor availability. The Company also expects the in-house fleet to support improved capital efficiency over the longer term as drilling activity continues to scale across the Selebi Project.

The presence of thick, continuous massive sulphide intervals in holes spaced more than 300 metres apart supports the Company’s interpretation of a robust and laterally extensive mineralized system at Selebi Main. These results confirm that the Selebi Main mineralized system remains open well beyond current resource boundaries, highlighting strong potential to add significant tonnes in a new MRE planned for the second half of 2026.

1CuEq was calculated using the formula CuEq=Cu+2.06*Ni assuming long-term prices of US$10.50/lb Ni and US$4.75/lb Cu, and nickel and copper recoveries of 72.0% and 92.4%, respectively, derived from metallurgical studies which consider a conceptual bulk concentrate scenario.

Studies

Following the completion of comprehensive technical and trade-off studies, the Company began evaluating the construction of a new processing facility at the Selebi Mines to produce concentrate for commercial sale, or, alternatively, for further refining, and does not plan to restart the existing concentrator or smelter from the original BCL operations, which were placed on care and maintenance in 2016 and remain under separate ownership. The Company is also evaluating pre-concentration using x-ray transmission technology (“XRT”) which, to date, has demonstrated the potential to reduce the amount of waste rock being sent to the processing circuit and enhance the head grade by over 15% compared to a bulk sample. By reducing the volume of waste that is directed to the processing circuit, the waste volume directed to grinding and flotation circuits could be substantially reduced, improving cost and efficiency.

During the first quarter of 2026, the Company completed the metallurgical studies at Blue Cost Research (“BCR”) labs. The program comprised flowsheet development, optimization and variability testing using the master Selebi Mines composite sample. Locked Cycle Tests (“LCT”) were successful in minimizing the nickel content in the copper concentrate and increasing nickel recoveries in the nickel concentrate. Preliminary LCTs achieved copper recovery of 80.6% at a grade of 29.4% copper in copper concentrate and nickel recovery of 53.0% at a grade of 10.0% nickel in nickel concentrate. Final LCTs aimed at reducing nickel in copper concentrate achieved copper recovery of 86.4% with nickel misplacement at less than 1%. Final concentrate assay results confirmed that both copper and nickel concentrates are expected to meet industry-standard smelter acceptance criteria, supporting a clear pathway to commercial sales. The concentrates exhibit very low levels of deleterious elements, all below penalty thresholds, which enhances marketability and potential offtake terms.

The optionality to produce separate saleable concentrates supports potential restart scenarios with significantly lower capital intensity and decreased execution risk. Based on these results, and subject to further economic evaluation, the Company now expects to have an alternative path forward, in which an on-site smelter or hydrometallurgical facility may not be required, significantly derisking the capital requirements and operational complexity of future production at the Selebi Mines.

The Company commenced a Preliminary Economic Assessment (“PEA”) in October 2025 for the Selebi Mines under the separate saleable concentrates scenario, the scope of which includes mine design and scheduling, process engineering, infrastructure planning, a processing facility and capital and operating cost estimation. The PEA is expected to be completed in the second half of 2026, following the completion of the new MRE. To date, the environmental documentation in support of the PEA has been completed, and engineering activities have focused on completing trade-off studies in advance of completing the new MRE.

Costs

During the three months ended March 31, 2026, the Company incurred $7,115,952 (three months ended March 31, 2025 - $5,944,153) in exploration and evaluation expenditures on the Selebi Mines.

As of March 31, 2026, the Company had incurred $43,176,889 to acquire the Selebi Mines, and a further $107,028,311 in exploration and evaluation expenditures project-to-date.

Outlook

Building on the targets identified to-date, the Company is executing on a Selebi Main resource expansion drilling program from surface using BHEM surveys to define drill targets, with approximately 30,000 metres planned to support resource expansion at Selebi Main throughout 2026. Drilling will continue to test both the Main Zone and Lower Zone, where historical drilling and BHEM modelling indicate increasing thickness and continuity down-dip and down plunge to the north. Drilling is now focused on a 200-metre spacing to allow for the expansion of the Inferred Resource, and sequencing will be guided by ongoing geophysical interpretation, allowing the Company to target conductive plates as results are received. The program is anticipated to materially expand the Inferred Resource and generate the geological data required for an updated MRE planned for the second half of 2026. Drill results are expected to be reported on a regular basis throughout 2026.

Underground development to support future infill drilling for economic studies at Selebi North was completed during the period. Key infrastructure milestones include the completion of critical ventilations, stormwater drainage works and development of the diamond drill bay. The Company will be pausing underground development works in May to prioritize resources toward expanding and extending the Selebi Main Surface Drilling Program.

The completed BCR metallurgical program demonstrated the ability to produce two separate saleable concentrates with controlled nickel deportment to the copper concentrate, while identifying key parameters for further optimization in future test work. The results have been incorporated into the development of a recovery estimation model.

Results from the Selebi North Underground Resource Expansion Drilling program, ongoing results from the Selebi Main resource expansion drilling program, and BCR metallurgical test results and recovery work will be incorporated into a new MRE and PEA planned for completion in the second half of 2026.

Selkirk Mine, Botswana

The Selkirk Mine is located in the northeast of Botswana approximately 28 km southeast of the city of Francistown, and 450 km northeast of the national capital Gaborone. The Selkirk Mine consists of a single mining licence (2022/7L) covering an area of 1,458 hectares (14.58 km2) and four prospecting licences (PL050/2010, PL051/2010, PL210/2010, and PL071/2011) covering a total of 12,670 hectares (126.7 km2). The mining and prospecting licences expire May 26, 2032, and March 31, 2027, respectively, and are renewable.

Selkirk Mine Mineral Resource Estimate, November 1, 2024

Classification Tonnage (Mt) Grade (% Cu) (% Ni) (g/t Pd) (g/t Pt) Contained Metal (000 t Cu) (000 t Ni) (000 oz Pd) (000 oz Pt)
Inferred 44.2 0.30 0.24 0.55 0.12 132 108 775 174

The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selkirk TRS. Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or that, if it exists, is economically or legally mineable or that an Inferred Mineral Resource will ever be upgraded to a higher category.

Exploration

In July 2025, the Company commenced a 3-hole exploration program targeting untested historical Versatile Time-Domain Electromagnetic anomalies located immediately south of the Selkirk resource. The Company has completed the 3-hole exploration program, which consisted of 522 metres. Two of the three drill holes are located along the same geological horizon of the Selkirk deposit and intersected intervals of massive and disseminated sulphides. Assays for the 3-hole exploration program are pending.

During the first quarter of 2026, the Company received the results of its historical drill core re-sampling program, which was undertaken to obtain complete cobalt and PGE analyses in support of resource expansion and reclassification in an updated MRE. A total of 17 holes from a previous program were completed with assays announced in October 2024, while results from an initial 6 holes of the current 34-hole program were released on August 28, 2025. The assays for the remaining 28 holes were released March 19, 2026, highlights of which include 180.80 metres of 1.31% CuEq2 in hole DSLK211. High grade footwall mineralization was also identified as an exploration target, with assays of 6.90 metres of 7.92% CuEq2 in hole DSLK077 and 5.90 metres of 2.79% CuEq2 in hole DSLK134.

The results for the program have confirmed wide intervals of Cu-Ni-Co-PGE mineralization exceeding the current resource cut-off grade of 0.46% CuEq2 outside the 2024 Selkirk Mineral Resource Estimate (“2024 Selkirk MRE”) and within the conceptual pit shell. This data will be incorporated into the updated MRE expected in the second quarter of 2026.

Work continues on the four prospecting licences, consisting of soil sampling programs designed to follow up on historic exploration data.

2CuEq% calculated using the formula Cu% + Ni%*(55.605/53.913) + Pd g/t*(22.948/53.913) + Pt g/t*(14.891/53.913) from the Selkirk Technical Report.

Studies

On April 27, 2026, the Company reported initial LCT results using large diameter core from the 2025 drill program which confirmed the ability to produce separate copper and nickel concentrates, supporting a viable alternative to historical bulk concentrate production. Copper concentrate achieved 81.3% recovery at a high 30.2% Cu grade with minimal nickel content (0.62%), while nickel concentrate achieved 54.4% recovery at a grade of 10.9% Ni. When compared to the concentrate parameters used in the 2024 Selkirk MRE:

  • Copper recovery in copper concentrate increased 16%, from 70.0% to 81.3%;
  • Copper losses to tailings cut by 56%, from 26.2% to 11.4%;
  • Nickel concentrate grade jumped 60%, from 6.8% to 10.9%;
  • Copper concentrate grade held firm at approximately 30%; and
  • Gold, Silver and Cobalt are expected to be payable in the Copper and Nickel concentrates respectively.

PGEs, along with gold, silver and cobalt, which were not comprehensively assayed historically, are now being evaluated, with silver and cobalt being assessed for the first time. These additional metals have the potential to provide meaningful incremental upside to overall project economics. Ongoing metallurgical flowsheet development is aimed at further improving recoveries and concentrate quality, including the evaluation of XRT pre-concentration sorting. The study results will be incorporated into an updated MRE and future economic evaluations.

Costs

During the quarter ended March 31, 2026, the Company incurred $586,278 (three months ended March 31, 2025 - $101,968) in exploration and evaluation expenditures on the Selkirk Mine. The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $8,837,191 in exploration and evaluation expenditures project-to-date as at March 31, 2026.

Outlook

With the recent re-sampling program now complete and the receipt of LCT results, the Company will integrate these results into an updated MRE which is expected to be completed in the second quarter of 2026. In parallel, the Company will continue with additional flowsheet development testwork to further improve recoveries and concentrate quality. Soil sampling assay results on the adjoining prospecting licences will guide further work programs in 2026.

Other Properties

Canadian Nickel Projects - Sudbury, Ontario

Post Creek Property

The Post Creek property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 64 unpatented mining claim cells, covering a total area of 847 hectares held by the Company. The Company acquired the property through an option agreement in April 2010, which was subsequently amended in March 2013. As at the date of this Report, the Company holds a 100% interest in the Post Creek property and is obligated to pay advances on a net smelter return of $10,000 per annum, which will be deducted from any payments to be made under the net smelter return.

The claims have sufficient work credits to keep them in good standing until 2030. No exploration work was completed in 2026 on the Post Creek property, and no work is currently planned for the remainder of 2026.

Halcyon Property

The Halcyon property is located 35 kilometres northeast of Sudbury in the Parkin and Aylmer townships and consists of 62 unpatented mining cells for a total of 1,024 hectares. Halcyon is adjacent to the Post Creek property and is approximately two kilometres north of the Podolsky Mine. The property was acquired through an option agreement and as at the date of this Report, the Company holds a 100% interest in the Halcyon property and is obligated to pay advances on a net smelter return of $8,000 per annum, which will be deducted from any payments to be made under the net smelter return.

The claims are in good standing through 2030. No exploration work was completed in 2026 on the Halcyon property, and no work is currently planned for the remainder of 2026.

Overall Performance and Results of Operations

As at the date of this Report, the Company has not earned revenue nor proved the economic viability of its projects. The Company’s expenses are not subject to seasonal fluctuations or general trends other than factors affecting costs such as inflation and input prices. The Company’s expenses and cash requirements will fluctuate from period to period depending on the level of activity at the projects, which may be influenced by the Company’s ability to raise capital to fund these activities. Comparisons of activity made between periods should be viewed with this in mind. The Company’s quarterly results may be affected by many factors such as timing of exploration activity, share-based compensation costs, capital raised, marketing activities and other factors that affect the Company’s exploration and evaluation activities.

The following table summarizes the Company’s operations for the three-month periods ended March 31, 2026, and March 31, 2025:

EXPENSES Three months ended March 31, 2026 $$ 2025
General exploration expenses 7,720,395 6,135,777
Depreciation and amortization 589,089 635,828
General and administrative expenses 1,978,411 1,660,382
Investor relations and communications 221,671 209,398
Director fees 126,134 -
Fair value movement of DSUs (99,619) (10,824)
Net foreign exchange loss 237,210 251,425
LOSS FOR THE PERIOD BEFORE OTHER ITEMS 10,773,291 8,881,986
OTHER ITEMS
Interest income, net (149,854) (64,461)
Interest expense and accretion on Term Loan - 428,371
Loss on Term Loan extinguishment - 5,982,434
NET LOSS FOR THE PERIOD 10,623,437 15,228,330
  • General exploration expenses increased by $1,584,618 for the three months ended March 31, 2026, as the Company advanced its drilling and study work at the Mines through expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work. In the prior year comparable period, the Company put drilling activities on hold mid-February 2025 through to the end of the quarter to conserve cash. For more information relating to the activities, see “Exploration and Evaluation Activities”.
  • Depreciation and amortization decreased by $46,739 for the three months ended March 31, 2026, due to the acceleration of depreciation on certain software assets for the three months ended March 31, 2025, partially offset by significant property, plant and equipment acquisitions throughout 2025.
  • General and administrative expenses increased by $318,029 for the three months ended March 31, 2026. The increase is attributable to higher insurance premiums following the Company’s Nasdaq listing, as well as costs related to the enhancement of cybersecurity and internal controls which were implemented during 2025.
  • Director fees increased by $126,134 for the three months ended March 31, 2026, due to the timing of cash-based director fee payments and the expense amortization of DSUs granted in November 2025. During the first quarter of 2025, no DSUs were granted and no cash-based director fees were paid as the Company was evaluating its Boards’s compensation plan.
  • Fair value movement of DSUs reflects the mark-to-market revaluation of outstanding DSUs based on the Company’s Common Share price as of March 31, 2026.
  • Interest income, net represents interest earned on cash and cash equivalent deposits and interest incurred on the Company’s vehicle financing and mortgage payable. Net interest income increased by $85,393 for the three months ended March 31, 2026, due to higher cash balances during the period which was partially offset by interest expense from the Syringa Lodge mortgage which commenced part way through the third quarter of 2025.
  • Interest expense and accretion on Term Loan comprises accrued interest and related accretion recognized prior to the conversion of the Term Loan to equity during the first quarter of 2025.
  • Loss on Term Loan extinguishment represents the difference between the fair value of the Settlement Units issued and the carrying amount of the Term Loan on the date it was converted to equity.

33

Cash Flows

The following table summarizes the Company’s cash flows:

Cash flows Three months ended March 31, 2026 $ 2025 $
Operating activities (12,203,947) (6,294,964)
Investing activities (768,496) (50,033)
Financing activities (266,197) 45,568,232
Change in cash and cash equivalents before effects of exchange rate changes (13,238,640) 39,223,235
Effect of exchange rate changes on cash and cash equivalents (320,988) 137,671
Change in cash and cash equivalents for the period (13,559,628) 39,360,906
Cash and cash equivalents at the beginning of the period 39,780,384 6,105,933
Cash and cash equivalents at the end of the period 26,220,756 45,466,839

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026, increased by $5,908,983 compared to the prior year comparable period. This increase was primarily driven by: (i) net working capital movements, including the prepayment of consumables for expansionary drilling to capture volume discounts and preferential pricing, as well as the settlement of accrued severance obligations from prior periods in the current quarter, compared to an increase in trade payables in the prior-year period as part of cash conservation measures; and (ii) an increase in general exploration expenses as the Company executed on its expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work in the current year period, compared to scaled-back activities in the prior year comparable period.

Investing Activities

Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for the three months ended March 31, 2026, increased by $718,463 compared to the prior year comparable period. The higher spending in 2026 primarily relates to the remaining payment on a second deep drill and additional mobile and electrical equipment.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026, decreased by $45,834,429 compared to the prior year comparable period. The decrease primarily reflects the closing of the Private Placement financing (as defined herein) in March 2025 for gross proceeds of $46,000,000. The Company did not execute any public or private placements during the current year period.

Liquidity & Capital Resources

The Company, being in the exploration and evaluation stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and evaluation. These risks include the challenges of securing adequate capital for exploration and advancement of the Company’s material projects, operational risks inherent in the mining industry, and global economic and metal price volatility. There is no assurance management will be successful in its endeavours.

The properties in which the Company currently has an interest are in the pre-revenue stage. Operating cash outflows are highly dependent upon the exploration and evaluation programs taking place at that time. As such, the Company is dependent on external financing to fund its activities and the advancement of its projects. In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed.

As at March 31, 2026, the Company had $26,220,756 in available cash and cash equivalents (December 31, 2025 – $39,780,384), with no source of operating cash flows, nor any significant credit lines in place. As at March 31, 2026, the Company had working capital (calculated as total current assets less total current liabilities) of $26,519,278 (December 31, 2025 – $36,517,724). The decrease in working capital is a result of the use of cash in general exploration expenses and investment in drilling and other equipment.

Based on the Company’s current operational plan, the Company has sufficient working capital to advance its currently planned activities, including the completion of a PEA for the Selebi Mines, and to fund administrative costs into the fourth quarter of 2026.

The Company continues to actively monitor its funding requirements and intends to pursue a range of financing alternatives in advance of year-end 2026 to support the continued advancement of the Selebi Mines and the Selkirk Mine toward development.

Although the Company has been successful in prior financing activities, there can be no assurance that future financing efforts will be successful or that sufficient funds will be available on terms acceptable to the Company.

Going Concern

The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of $10,623,437 for the three months ended March 31, 2026 (net loss of $15,228,330 for the three months ended March 31, 2025). To date, the Company has not generated profitable operations from its resource activities. It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the date of this Report.

Contractual Obligations and Contingencies

As of March 31, 2026, the Company had commitments for capital expenditures over the next 12 months of $nil and the following other contractual obligations and commitments:

Selebi Mines

As per the Selebi APA, the final US$30,000,000 milestone payment remains outstanding and is payable on the earlier of completion of mine construction and production start-up (commissioning) by the Company, or December 1, 2029.

In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration agreement with the BCL Liquidator. The royalty agreement consists of a Net Smelter Return (“NSR”) royalty of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to buy-back 50%. The contingent consideration agreement consists of two components: (i) a sliding scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million tonnes of ore from a base case of 15.9 million tonnes, with a minimum grade of 2.5% nickel equivalent, accrued at the time of a decision to mine; and (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other materials.

Both the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and 3% of all base metals sales.

Selkirk Mine

In regard to the Selkirk Mine, the purchase agreement does not provide for a purchase price or initial payment for the purchase of the assets. The Selkirk APA provides that if Selkirk were commissioned earlier than Selebi, the payment of the third Selebi instalment of US$30 million, would trigger on Selkirk’s commission date. The Selkirk APA provides for a three-year study phase originally expiring August 17, 2025, which has been extended for one year to August 17, 2026.

In addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration agreement with the TNMC Liquidator. The royalty agreement consists of an NSR of 1% on the net value of sales of concentrate or other materials with respect to production from the Selkirk mining licence, which the Company has the right to buy-back in full. The contingent consideration agreement is on similar terms as the Selebi Mines contingent consideration.

NSR Option

The Company received $2,750,000 from Cymbria for their right to participate in the Company’s right to repurchase one-half of the Selebi NSR and the entirety of the Selkirk NSR. Cymbria also has the right: (i) at any time following the date of any buyback exercise notice from PNRPL and/or PNGPL and prior to the first anniversary of sale of product, to terminate the option and receive from PNRPL and/or PNGPL a refund of the related option price paid by Cymbria; (ii) upon receipt from PNRPL and/or PNGPL of any termination, settlement or waiver of the buyback right or royalty agreement and prior to the first anniversary of sale of product, to exercise the option or terminate the option, and if terminated PNRPL and/or PNGPL shall refund the related option price paid by Cymbria; (iii) to exercise the option and compel PNRPL and/or PNGPL to exercise the buyback right at any time within the first nine months immediately following the first anniversary of sale of product and not less than 60 days prior to the date of exercise of the buyback right; and (iv) to require PNRPL and/or PNGPL to repurchase the option from Cymbria for an amount equal to the option price at any time commencing on the first anniversary of sale of product, provided PNRPL and/or PNGPL have not provided a buyback exercise notice or notice of any termination, settlement or waiver of the buyback right or royalty agreement to Cymbria.

Contingencies

There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions are the responsibility of the sellers, BCL and TNMC. The Company has an obligation for the rehabilitation costs arising subsequent to the acquisitions. As of March 31, 2026, there were no material rehabilitation costs that the Company expects to incur, and management is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related to its exploration and evaluation assets.

The Company’s exploration and evaluation assets are affected by the laws and environmental regulations that exist in the various jurisdictions in which the Company operates. It is not possible to estimate any future contingent liabilities and the impact on the Company’s operating results due to future changes in the Company’s development of its projects or future changes in such laws and environmental regulations. Such determinations are typically a component of a development project’s impact assessment and permitting.

Segmented Disclosure

The Company operates in one reportable operating segment, being that of the acquisition, exploration and evaluation of mineral properties, in three geographic segments, being Canada, Barbados, and Botswana. The Company’s geographic segments are as follows:

Current assets March 31, 2026 $ December 31, 2025 $
Canada 24,178,976 33,301,948
Barbados 149,134 167,178
Botswana 6,139,072 13,006,411
Total 30,467,182 46,475,537
Exploration and evaluation assets
Botswana 41,404,363 42,730,629
Property, plant and equipment
Botswana 9,216,705 9,312,414

The Company’s exploration and evaluation activities are assessed at the individual project level. The Selebi and Selkirk projects below make up the Botswana geographic segment.

Three months ended March 31, 2026 Selebi $ Selkirk $ Other $ Total $
Drilling 1,720,192 - - 1,720,192
Electricity 1,016,525 3,787 - 1,020,312
Site operations, administration, & overhead 895,405 73,501 18,165 987,071
Engineering & technical studies 769,869 52,256 - 822,125
Infrastructure & equipment maintenance 768,875 - - 768,875
Geology 281,552 428,965 - 710,517
Mine development 560,032 - - 560,032
Freight, tools, supplies, & other consumables 515,192 2,209 - 517,401
Geophysics 253,560 8,406 - 261,966
Health & safety 100,181 640 - 100,821
Environmental, social & governance 85,939 - - 85,939
Share-based compensation 148,630 16,514 - 165,144
Total 7,115,952 586,278 18,165 7,720,395

37

Financial Instruments

ASC 820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy’s three tiers are based on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: One or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability.

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

The carrying value of cash and cash equivalents, trade payables, accrued liabilities, vehicle financing and mortgage payable approximate their fair value due to their short-term nature or are at market rates. A summary of the carrying value and fair value of other financial instruments were as follows:

Classification March 31, 2026 Carrying Value $ Fair Value $ December 31, 2025 Carrying Value $ Fair Value $
DSU liability (1) Level 1 214,882 214,882 373,392 373,392
NSR option liability (2) Level 3 2,750,000 2,750,000 2,750,000 2,750,000

Notes:

(1) For DSU liability, the fair value of the DSUs is measured using the closing price of the Company’s Common Shares at the end of each reporting period.

(2) The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted cash flow projections, metal price volatility, and risk-free interest rate. As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as of March 31, 2026, and December 31, 2025, is $nil. The Option Payment of $2,750,000 was recorded as a non-current liability.

38

The Company’s financial instruments are exposed to certain risks as discussed below:

Interest Rate Risk

The Company’s exposure to interest rate risk arises from the interest rate impact on its cash and cash equivalents and debt facilities. Interest incurred on the vehicle financing and mortgage payable is based upon a variable base rate, being the lending institution’s prime lending rate, plus a fixed rate margin. Each one percentage point change in interest rates would result in a $14,677 change in annual interest expense.

Foreign Currency Exchange Risk

The Company primarily operates in Canada, Barbados and Botswana and undertakes transactions denominated in foreign currencies such as the US dollar and Botswana pula and, consequently, is exposed to exchange rate risks. The value of cash and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates. Exchange risks are managed by matching levels of foreign currency balances with the related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.

The following table illustrates the estimated impact a 5% USD and BWP change against the CAD would have on net loss before tax as a result of translating the Company’s foreign denominated financial instruments:

Currency Change Effect on Net Loss (Earnings) Before Tax $ Change Effect on Net Loss (Earnings) Before Tax $
USD +5% (36,750) -5% 36,750
BWP +5% 5,883 -5% (5,883)

Credit Risk

The Company’s credit risk is primarily associated with its cash and cash equivalents. The Company’s exposure to credit risk arises from the potential default of the counterparty to its cash and cash equivalents, and the maximum exposure is limited to the carrying value of these instruments. The Company limits exposure to credit risk on its cash and cash equivalents by holding these instruments at highly rated financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows against its budget, which forecasts expected cash availability to meet future obligations. The Company will defer discretionary expenditures, as required, to manage and conserve cash required for current liabilities.

Critical Accounting Estimates and Judgments

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed interim consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed interim consolidated financial statements. We base our estimates on historical experience, known trends and events, and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. We consider an accounting estimate or assumption to be material when it involves a higher degree of complexity or significant management judgement. Our significant accounting policies are described in greater deal in “Note 2 – Basis of Presentation and Significant Accounting Policies” of our audited consolidated financial statements for the year ended December 31, 2025.

There have been no significant changes to the critical accounting estimates and judgements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Market risk

As filed, 144 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Quantitative and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.

Controls and procedures

As filed, 1,458 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based on the evaluation of these disclosure controls and procedures, management concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors

As filed, 1,170 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Risks and other factors include those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and elsewhere in this Report.

We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. We described the most significant risks that could impact our results in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, in addition to the other information included in this Quarterly Report on Form 10-Q before making an investment decision regarding our Common Shares. If any of these risks actually occur, our business, financial condition, or operating results would likely suffer, possibly materially, the trading price of our Common Shares could decline, and you could lose part or all of your investment.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Net income3 months2026-01-01 to 2026-03-31−CAD 10.6mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31CAD 0.30us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31CAD 0.30us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-01-01 to 2026-03-3135,519,587 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2026-01-01 to 2026-03-31−CAD 12.2mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure3 months2026-01-01 to 2026-03-31CAD 768.5kus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Cash and equivalentsAt period end2026-03-31CAD 26.2mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2026-03-31CAD 30.5mus-gaap:AssetsCurrent
Total assetsAt period end2026-03-31CAD 81.1mus-gaap:Assets
Current liabilitiesAt period end2026-03-31CAD 3.9mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2026-03-31CAD 9.4mus-gaap:Liabilities
Shareholders' equityAt period end2026-03-31CAD 71.7mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001493152-26-022779. Last ingested by Listed: Oct 24, 2026, 14:57 ET. Listed shows no prices and gives no investment advice.