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Item 2. Management’s Discussion and Analysis

2024-06-14 compared with 2024-03-18 · 34 added, 40 removed, 123 unchanged (38% of the section changed)

4 unchanged sentences

WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS" AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE PLANS OR OPERATIONS WILL OR MAY PRODUCE POSITIVE RESULTS, REVENUES, INCOME OR PROFITS.

NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE US TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS.

10 unchanged sentences

Business Development

Developments in our Company's business during the July 31, 2023 fiscal year and the six -month period ended January 31, 2024 (and subsequent period), include the following:

On February 20, 2024, the Company announced that the Nevada County Board of Supervisors adopted a resolution in a public hearing on February 16, 2024 (the "Hearing"), denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and not certifying the Final Environmental Impact Report.

Developments in our Company's business during the July 31, 2023 fiscal year and the nine-month period ended April 30, 2024 (and subsequent period), include the following:

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Property.

The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights.

The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors arguments or conclusions.

On May 1, 2024, the Company granted a total of 1,004,479 stock options to directors and an officer of the Company.

The stock options are exercisable at a price of $0.17 per share until May 1, 2029.

On April 29, 2024, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $954,253 through the issuance of 10,044,765 units in total at a price of $0.095 per unit with each unit consisting of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $0.158 for a period of three years from the date of issuance.

Certain directors of the Company purchased an aggregate of 5,406,320 units of the private placement for gross proceeds of $513,600.

The Company paid fees of $8,475 and issued 21,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $0.158 for a period of two years.

The Company paid legal fees of $15,137 in connection with this financing.

On February 20, 2024, the Company announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the I-M Mine Property and not certifying the "FEIR".

On February 6, 2024, the Company entered into a credit facility arrangement with an arm's length lender that also provides services to the Company.

1 unchanged sentence

Amounts loaned will bear interest at a rate of 12% per annum compounded annually and will be due four years from the date of the arrangement.

The Company may repay any amounts owing under the credit facility at anytime without penalty.

The Company may repay any amounts owing under the credit facility at any time without penalty.

In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $0.16 per share for a period of four years from the date of issuance.

15 unchanged sentences

On September 6, 2023, the Company submitted a Petition to the County of Nevada, California (the "County") asserting its vested right to mine at the I-M Mine Property.

As demonstrated in the Petition, mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and a use permit is not required for mining operations to continue.

The Company's position as demonstrated in the Petition is that mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and a use permit is not required for mining operations to continue.

The Company owns the I-M Mine Property consisting of 175 acres of surface land and a 2,560 acre mineral estate (the "Vested Mine Property"), located in the County.

2 unchanged sentences

The Petition and its exhibits are replete with historical evidence that mining was conducted at the I-M Mine Property prior to, during, and after 1954, when the County first required a use permit.

Once vested, this right to mine endures unless it is abandoned, which has not occurred.

Once vested, this right to mine endures unless it is abandoned.

Abandonment only occurs if two conditions are met:

7 unchanged sentences

A decision on the Petition is not discretionary, rather the Board of Supervisors must decide whether to confirm the vested rights by reviewing the historical facts in light of how the California Supreme Court has interpreted the relevant legal principles.

On June 5, 2023, the Company sent a letter to the Board of Supervisors that highlights significant irregularities with the May 10 to 11, 2023 Planning Commission Hearing regarding the Company's proposed mining operations at the I-M Mine Property (the "Idaho-Maryland Mine Project").

The letter details Brown Act violations, egregious abuses of the Company's constitutionally protected rights to due process, as well as the Planning Commission's noncompliance with the County's ethics training and adopted policies for conducting the business of Board-appointed bodies.

1 unchanged sentence

On May 12, 2023, the Company announced the result of the County Planning Commission (the "Planning Commission") hearing on the Idaho-Maryland Mine Project.

The Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the Final Environmental Impact Report (the "FEIR").

The Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the "FEIR".

At the conclusion of the public hearing the Planning Commission recommended to the Nevada County Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

12 unchanged sentences

Plan of Operations

As at January 31, 2024, the Company had a cash balance of $568,505, compared to a cash balance of $758,272 as at July 31, 2023.

As at April 30, 2024, the Company had a cash balance of $630,290, compared to a cash balance of $758,272 as at July 31, 2023.

Our plan of operations for the next 12 months is to enter into litigation in pursuit of protecting the Company's property rights under both California State and US Federal Law, including asserting its 5th Amendment Rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution.

The Company is also considering asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

On February 20, 2024, the Company announced that the Nevada County Board of Supervisors adopted a resolution at the Hearing, denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and not certifying the Final Environmental Impact Report.

On September 6, 2023, the Company submitted a Petition to the County asserting its vested right to mine at the I-M Mine Property.

On December 13 and 14, 2023, the Nevada County Board of Supervisors ("Board of Supervisors") held a public hearing regarding the Company's Petition and the Board of Supervisors adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

The Company had previously submitted the application for a Use Permit to the County on November 21, 2019.

On April 28, 2020, with a vote of 5-0, the Board of Supervisors approved the contract for Raney Planning & Management Inc.

("Raney") to prepare an Environmental Impact Report ("EIR") and conduct contract planning services on behalf of the County for the proposed Idaho-Maryland Mine Project.

On January 4, 2022, the Company announced that the County government released the Draft EIR for the Idaho-Maryland Mine Project.

The public comment period ended on April 4, 2022.

On December 16, 2022, the Company announced that the County released the FEIR for the Idaho-Maryland Mine Project.

The County Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the FEIR.

At the conclusion of the public hearing, the Planning Commission recommended to the Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

Project Design

8 unchanged sentences

Approximately 300 employees would be required if the mine reaches full production.

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company.

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, who was the former Chief Executive Officer and President, and who now serves as an advisor to the Company.

Our current Chief Executive Officer and President provides services pursuant to a consulting agreement, and other officers and directors provide services to us on an as-needed basis.

9 unchanged sentences

Results of Operations

For the Periods Ended January 31, 2024 and 2023

ended January

For the Periods Ended April 30, 2024 and 2023

The Company's operating results for the periods ended April 30, 2024 and 2023 are summarized as follows:

Accretion expense

13 unchanged sentences

Weighted average number of common shares outstanding (basic and diluted)

The Company's operating results for the periods ended January 31, 2024 and 2023 are summarized as follows:

Liquidity and Capital Resources

Working Capital

At January 31, 2024

At July 31, 2023

At July 31, 2022

Current Assets

Current Liabilities

Working Capital

For the six-month

January 31, 2024

For the six-month

January 31, 2023

Working Capital (Deficit)

For the nine-month

period ended April

For the nine-month

period ended April

Net Cash used in Operating Activities

2 unchanged sentences

Net increase/(decrease) in Cash During the Period

As of January 31, 2024, the Company had $568,505 in cash, $690,226 in current assets, $5,356,422 in total assets, $2,567,334 in current liabilities and $11,300 in non-current liabilities, a working capital deficit of $1,877,108 and an accumulated deficit of $28,644,897.

During the six-month period ended January 31, 2024, the Company used $1,140,620 (2023 - $493,809) in net cash on operating activities.

As of April 30, 2024, the Company had $630,290 in cash, $1,237,738 in current assets, $5,498,883 in total assets, $2,427,690 in current liabilities and $111,136 in non-current liabilities, a working capital deficit of $1,189,952 and an accumulated deficit of $29,537,708.

During the nine-month period ended April 30, 2024, the Company used $1,826,580 (2023 - $1,936,299) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the difference between the loss (gain) of the revaluation adjustment of the derivative liability, share-based compensation for options granted during the period, and professional fees related to the Use Permit and Vested Rights petition.

The Company had no investing activities during the six-month period ending January 31, 2024 (January 31, 2023 - $Nil).

The Company received net cash of $950,853 (2023 - $1,821,970) from financing activities related to the private placement during the six-month periods ending January 31, 2024.

The Company had no investing activities during the nine-month period ending April 30, 2024 (April 30, 2023 - $Nil).

The Company received net cash of $1,698,598 (2023 - $2,762,831) from financing activities related to the private placement and net of loan repayment during the nine-month periods ending April 30, 2024.

The Company expects to operate at a loss for at least the next 12 months.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis