Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

West Mining Corp. Management Reports 2026

Jun 17, 2026

47528_rns_2026-06-17_2cd40177-0664-4af5-99fe-2351cfbe00f3.pdf

Management Reports

Open in viewer

Opens in your device viewer

West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2026

INTRODUCTION

The following management's discussion and analysis of financial condition and results of operations ("MD&A") for the six months ended April 30, 2026 prepared as of June 17, 2026, should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended April 30, 2026 and the related notes thereto of West Mining Corp. ("the Company" or "West") together with the audited consolidated financial statements of the Company for the year ended October 31, 2025. The MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of the Company.

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

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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

COMPANY OVERVIEW

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

CORPORATE

On July 23, 2025, the Company appointed Ryan Hounjet to act as Chief Financial Officer.

On January 23, 2026, the Company appointed Rachit Saini to act as Director.

EXPLORATION AND EVALUATION ASSETS

Kena Project

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

Option Agreement

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


West Mining Corp.
Management's Discussion and Analysis
For the six months ended April 30, 2026

Amended Agreement to purchase 1994854

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

Apex Agreement to purchase remaining 20% interest

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

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

Agreement with Upside Gold Corp.

On January 20, 2025 and as amended on June 24, 2025 and September 1, 2025, the Company executed an option agreement with Upside Gold Corp. ("Upside"), pursuant to which the Company has granted an option to Upside to acquire a 100% interest in and to the Kena Project. The Company deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. Accordingly, the recoverable amount was determined to be $3,570,290 based on the fair value of the consideration to be received pursuant to the Upside option agreement using a discount rate assumption of 20%, and therefore an impairment expense of $3,464,709 was recognized in the consolidated statement of comprehensive income and loss during the year ended October 31, 2024.

During the year ended October 31, 2025, the timing of the consideration to be received was revised as a result of an amendment dated September 1, 2025 to the Upside option agreement. The Company recalculated the recoverable amount of the Kena Project based on the revised fair value of the consideration to be received using a discount rate assumption of 20%. As a result, a reversal of previously recognized impairment loss of $395,865 was recorded during the year ended October 31, 2025, to reflect the increase in the recoverable amount as at September 1, 2025.

Upside has the option to acquire a 100% interest in and to the Company's Kena Project by:

i. Making aggregate cash payments of $2,000,000 to the Company ($250,000 on or before March 6, 2025 (received), $148,750 on or before September 1, 2025 (received), $851,250 on or before January 20, 2027 ($60,000 received), and $750,000 on or before January 20, 2028;

ii. Issuing an aggregate of $3,000,000 worth of common shares of Upside to the Company ($20,000 worth of shares on or before September 1, 2025 (received), $500,000 worth of shares on or before January 20, 2026 (received), $980,000 worth of shares within 45 days after the shares become publicly tradeable (the "Listing Date") (received), $500,000 worth of shares on or before January 27, 2027, and $1,000,000 worth of shares on or before January 20, 2028); and

iii. Incurring $3,500,000 in exploration expenditures on the Kena Project on or before January 20, 2028.

Folkestone Property

On January 25, 2021, the Company entered into a share purchase agreement with shareholders of Folkestone Mining Corp. ("Folkestone"), under which the Company acquired all of Folkestone's issued and outstanding shares by issuing 310,000 units of the Company, valued at $1,240,000. Folkestone is the registered holder of 4 mineral exploration claims located in the Spanish Mountain District in British Columbia and 3 claims in the Junkers District in British Columbia.


West Mining Corp.
Management's Discussion and Analysis
For the six months ended April 30, 2026

ESN Investment Corp. Option Agreement

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

  • Issue 4,750,000 common shares following the signing of the agreement (issued at a fair value of $973,750);
  • Issue 1,125,000 common shares within 6 months of the agreement (issued at a fair value of $45,000) and;
  • Issue 1,125,000 common shares within a year of the agreement.

During the year ended October 31, 2025, the option agreement with ESN was terminated, as the Company had no further plans to incur exploration expenditures on these additional claims. An impairment expense of $1,018,750 was recognized in the consolidated statement of comprehensive income and loss.

Quebec Property

On May 13, 2026, the Company entered into an option agreement with 1538963 BC Ltd. to acquire 100% interest in 16 mineral claims located in Central Quebec (the "Quebec Property"), with the following terms:

  • Issue 6,000,000 common shares within five business days following the signing of the agreement (issued on May 21, 2026);
  • Issue 500,000 common shares within one year of the agreement; and
  • Issue 500,000 common shares within two years of the agreement

Summary

The Company's exploration and evaluation assets activity for the year ended October 31, 2025 and six months ended April 30, 2026 are as follows:

Kena Project Folkestone Property Total
$ $ $
Acquisition costs
Balance, October 31, 2024 3,570,290 2,337,750 5,908,040
Addition in common shares - 45,000 45,000
Option payments received (418,750) - (418,750)
Impairment (loss) reversal 395,865 (1,018,750) (622,885)
Balance, October 31, 2025 3,547,405 1,364,000 4,911,405
Option payments received (1,540,000) - (1,540,000)
Balance, April 30, 2026 2,007,405 1,364,000 3,371,405
Exploration costs
Balance, October 31, 2024 - 212,212 212,212
Additions 6,396 16,138 22,534
Balance, October 31, 2025 and April 30, 2026 6,396 228,350 234,746
Balance, October 31, 2025 3,553,801 1,592,350 5,146,151
Balance, April 30, 2026 2,013,801 1,592,350 3,606,151

West Mining Corp.

Management's Discussion and Analysis

For the six months ended April 30, 2026

Exploration and evaluation costs were comprised of:

Kena Project Folkstone Total
$ $ $
For the year ended October 31, 2025
Geological consulting 425 16,138 16,563
Licenses and permits 871 - 871
Property investigation 300 - 300
Storage costs 4,800 - 4,800
Total 6,396 16,138 22,534
For the six months ended April 30, 2025
Geological consulting 425 15,363 15,788
Property investigation 300 - 300
Storage costs 4,800 - 4,800
Total 5,525 15,363 20,888

The Company had no exploration and evaluation costs for the six months ended April 30, 2026.

RESULTS OF OPERATIONS

Six months ended April 30, 2026

The Company recorded income of $508,971 ($0.02 per share) for the six months ended April 30, 2026 (2025 – loss of $408,219 and $0.02 per share). The Company had no revenue, paid no dividends and had no long-term liabilities during the six months ended April 30, 2026. Variances of note in the operational expenses are:

Consulting fees of $280,620 (2025 - $133,082) consist of fees charged by management of the Company for managing the business, corporate development fees relating to sourcing of projects and advisory fees. Fees increased during the six months ended April 30, 2026, due to more activities requiring engagement of consultants for corporate development.

Investor relations of $22,489 (2025 - $42,605) fees decreased during the six months ended April 30, 2026 as the Company engaged with less consultants in promoting the Company.

Professional fees of $10,945 (2025 - $63,139) decreased during the six months ended April 30, 2026 due to a decrease in legal and audit fees.

Share-based compensation of $Nil (2025 - $91,000) was incurred in 2025, as the Company granted 1,300,000 restricted share units with a fair value of $65,000 on February 13, 2025.

Unrealized gain on sale of investments of $812,251 (2025 - $1,000), increased as more shares of Upside Gold Corp. were received.

Three months ended April 30, 2026

The Company recorded income of $374,361 ($0.01 per share) for the three months ended April 30, 2026 (2025 – loss of $273,305 and $0.01 per share). The Company had no revenue, paid no dividends and had no long-term liabilities during the three months ended April 30, 2026. Variances of note in the operational expenses are:

Consulting fees of $242,649 (2025 - $74,685) consist of fees charged by management of the Company for managing the business, corporate development fees relating to sourcing of projects and advisory fees. Fees increased, due to more activities requiring engagement of consultants for corporate development.


West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2026

Professional fees of $3,328 (2025 – $43,121) decreased during the three months ended April 30, 2026 due to a decrease in legal and audit fees.

Share-based compensation of $Nil (2025 - $91,000) was incurred in 2025, as the Company granted 1,300,000 restricted share units with a fair value of $65,000 on February 13, 2025.

Unrealized gain on sale of investments of $613,751 (2025 – $Nil), increased as more shares of Upside Gold Corp. were received.

SUMMARY OF SELECTED QUARTERLY RESULTS

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

THREE MONTHS ENDED
April 30, 2026 $ January 31, 2026 $ October 31, 2025 $ July 31, 2025 $
Total assets 6,296,805 5,383,635 5,271,015 6,027,163
Working capital (deficiency) 2,404,489 302,156 (357,454) (279,508)
Net income (loss) 508,971 134,610 (847,306) (114,659)
Net income (loss) per share(1) 0.02 0.01 (0.04) (0.00)
THREE MONTHS ENDED
--- --- --- --- ---
April 30, 2025 $ January 31, 2025 $ October 31, 2024 $ July 31, 2024 $
Total assets 6,095,897 6,218,298 6,295,622 9,246,952
Working capital (deficiency) (211,478) (264,675) (123,371) 403,739
Net loss (247,305) (134,914) (3,950,261) (774,000)
Net loss per share(1) (0.01) (0.01) (0.21) (0.06)

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

During the six months ended April 30, 2026, the Company had increased engagements with consultants providing services such as marketing, project sourcing and corporate developments. Total assets increased and net income increased during the six months ended April 30, 2026, due to the unrealized gain on investments of $812,251 during the quarter. The working capital increased during the six months ended April 30, 2026, due to a higher balance of cash and investments, which resulted from the March 2026 private placement and shares received from Upside Gold Corp. under the Kena option agreement.

Total assets and working capital have been largely decreasing quarter over quarter, as a result of cash spent on exploration and evaluation asset expenditures and administrative expenses during each quarter, but have increased in recent quarters due to the Upside shares.


West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2026

FINANCING ACTIVITIES

On April 15, 2025, the Company issued 1,125,000 common shares valued at $45,000, pursuant to the terms of the Option Agreement with ESN.

During the year ended October 31, 2025, the Company issued 565,000 shares valued at $91,000 pursuant to the exercise of restricted share units.

During the year ended October 31, 2025, the Company received an additional loan of $1,000 from a shareholder of the Company and made total repayments of $54,754, which repaid the loans payable in full. As at October 31, 2025, the balance of the loans payable was $Nil.

On March 12, 2026, the Company completed a non-brokered private placement of 12,054,929 units at a price of $0.0525 per unit for gross proceeds of $632,858. Each unit consists of one common share of the Company and one transferable share purchase warrant. Each warrant entitles the holder to exercise for one common share at a price of $0.07 on or before March 12, 2028. The Company allocated the total proceeds of $632,858 to shares and $Nil to warrants, using the residual value method. The Company paid agreement finder's fees of $49,886 and issued 588,300 finder's warrants. Each finder's warrant is exercisable for one common share at a price of $0.0525 on or before March 12, 2028. The agent warrants are valued at $39,302, using the Black-Scholes method with the following assumptions: exercise price of $0.0525, spot price of $0.085, dividend yield of $Nil, risk free interest rate of 2.79%, expected life of 2 years, and expected volatility of 151.13%.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2026, the Company had cash of $53,073 and working capital of $2,404,489. During the six months ended April 30, 2026, net cash used in operating activities was $684,829, net cash provided by investing activities was $153,713, consisting of option payments received of $60,000 and proceeds from sale of investments of $93,713, and net cash provided by financing activities was $582,972, consisting of proceeds from shares issued for cash of $632,858, less share issuance costs of $49,886.

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

As of April 30, 2026, the Company has an accumulated deficit of $17,086,756. The Company expects to incur further losses in the development of its business. The Company's ability to continue as a going concern is dependent upon its ability to raise adequate funding through equity or debt financings to discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

CAPITAL EXPENDITURES

The Company incurred $Nil in exploration and evaluation expenditures during the six months ended April 30, 2026 (2025 - $20,888).


West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2026

RELATED PARTY TRANSACTIONS

Key management of the Company includes the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and directors of the Company. The Company incurred the following charges with directors and officers of the Company and/or companies controlled by them during the six months ended April 30, 2026 and 2025:

2026 2025
$ $
Consulting fees 45,000 66,082
Share-based compensation - 15,000
45,000 81,082

During the six months ended April 30, 2026, the Company incurred consulting fees of $30,000 (2025 - $30,000) from a company controlled by the CEO of the Company, consulting fees of $5,000 (2025 - $nil) from a company controlled by the CFO of the Company, and consulting fees of $Nil (2025 - $36,082) to a company wherein the former CFO of the Company is a shareholder. The Company also paid consulting fees of $10,000 (2025 - $Nil) to a company controlled by a Director of the Company. Related party transactions are measured at the exchange amount of consideration agreed between the related parties. As at April 30, 2026, the Company owes $11,050 (October 31, 2025 - $75,105) to related parties. Related party balances are non-interest bearing, unsecured, and due on demand. These balances are included in accounts payable and accrued liabilities on the consolidated statements of financial position.

As at April 30, 2026, related parties owe $Nil (October 31, 2025 - $10,000) to the Company. This amount is interest-free, unsecured, and payable on demand paid as an advance for investor relations. This balance is included in receivables on the consolidated statements of financial position.

OFF-BALANCE SHEET ARRANGEMENTS

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

CURRENT SHARE DATA

The following table summarizes the outstanding share capital as of the date of the MD&A:

Number
Common Shares 44,539,059
Stock Options 616,000
Warrants 14,651,099
Restricted Stock Units 750,000

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed consolidated interim financial statements for the six months ended April 30, 2026 and this accompanying MD&A (together, the "Interim Filings").


West Mining Corp.
Management's Discussion and Analysis
For the six months ended April 30, 2026

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.

RISKS AND UNCERTAINTIES

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

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

OTHER INFORMATION

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