Desert Gold Ventures Inc. Form 51-102F1 Management's Discussion and Analysis Year Ended December 31, 2024
Desert Gold Ventures Inc. (the "Company" or "Desert Gold") is an exploration stage company and is engaged in the acquisition, exploration and development of mineral resource properties. The principal business of the Company is conducting mineral property exploration in Mali. The Company's shares are traded on the TSX Venture Exchange (the "TSX-V") under the symbol DAU and on the OTC market of the USA (OTCQB) under the symbol DAUGF.
The following management's discussion and analysis ("MD&A") is dated April 29, 2025 to provide an analysis of the Company's business and operating results for the year ended December 31, 2024. All the amounts presented within this MD&A are in US dollars, unless specified otherwise. Readers are encouraged to review the Company's statutory filings, including consolidated financial statements and other disclosure documents through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at https://www.sedarplus.ca, or to review general information, including maps, on the Company's website at https://www.desertgold.ca.
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, its projects, exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining exploration, environmental risks, title disputes or claims and limitations of insurance coverage.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only to management's views as of the date the statements were made. Often, but not always, forward-looking statements can be identified by words and phrases about the future, such as: anticipate, expect, plan, intend, predict, goal, target, project, potential, strategy and outlook.
There are a number of factors that may cause results to vary considerably from these predictions, involving known and unknown risks and uncertainties. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual cost of conducting our exploration program may differ significantly from estimates; we may be adversely affected by foreign currency exchange rates or taxes, including fluctuations in the relative value of US and Canadian currency; we are subject to the risk inherent in variations in ore grade or recovery rates and commodity prices; equipment may fail; we may experience labour unrest, accidents and other risks inherent in mining; we may be subject to political risks in developing countries, insurrection or war; or delays in obtaining required permits, licenses and approvals. More specifically, although Desert Gold primarily operates in African countries with stable democratic governments with mining regulations in place, these countries may still be subject to political upheaval, such as military coups or rebel insurrection by factions within the country; we discuss geopolitical, economic and other such factors in more depth in the section entitled "Risks and Uncertainties" in this MD&A. Although Desert Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The Company does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by securities law.
The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.
Forward-looking statements | Assumptions | Risk factors |
The Company will need to raise additional funds to meet its long-term business objectives. | The Company will continue its exploration activities in 2025 | Unexpected downturn of the price of precious metal and the capital markets |
Corporate Update
Units issuance
During the year ended December 31, 2024, the Company issued 29,449,143 private placement units through a non-brokered private placement at a price of CAD$0.07 per unit. Each unit consists of one common share and one share purchase warrant that is exercisable into one common share at CAD$0.08 for a period of three years from issuance. The Company received gross proceeds of $1,504,614 and incurred issuance costs of $25,221. The Company adopted the residual method and allocated $Nil for the issuance of warrants of units.
Warrant exercise
In November 2024, the Company closed a warrant exercise incentive program (the "Program") to encourage the exercise of up to 28,438,688 unlisted common share purchase warrants of the Company (the "Eligible Warrants") that were issued as part of the Company's private placement that was closed in December 2022. Each Eligible Warrant is exercisable for one common share of the Company (each a "Common Share") at a price of CAD$0.08. Pursuant to the Program, 15,728,571 Eligible Warrants were exercised into 15,728,571 common shares of the Company for proceeds of $918,594, whereby the Company issued 15,728,571 additional share purchase warrants (an "Incentive Warrant") for each warrant exercised. Each Incentive Warrant entitles the holder to purchase one additional common share for a period of three years from the date of issuance. Each Incentive Warrant is exercisable at CAD$0.08, subject to the right of the Company to accelerate expiry upon 30 days' notice if the shares of the Company trade on the TSX-V at or above CAD$0.20 for a period of ten consecutive trading days.
Option grant
On June 28, 2024, the Company granted 3,225,000 stock options to directors, officers and consultants. Each stock option is exercisable into one common share of the Company at CAD$0.08 for a period of 5 years after the date of grant.
Exploration Update
This exploration update contains certain scientific and technical information. Ty Magee, P.Geo, a Qualified Person under National Instrument ("NI") 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this MD&A.
Current exploration permits held by the Company are focused around key areas of interest in Mali (Figure 1).
Figure 1. Map of Africa - General Project Locations
We invite readers to visit our website at https://www.desertgold.ca to view details, including the exploration programs and results of Desert Gold's projects in Mali.In Mali, the Company is exploring the Senegal Mali Shear Zone ("SMSZ") project. The SMSZ Project lies within in the Kenieba, Birimian-formation geological inlier along Mali's western border (see Figure 2).
In Mali, the mining code allows for the application and granting of an exploration permit, which is good for three years and can be renewed for two additional three-year terms. It is also common to be allowed to apply for and be granted a new exploration permit after the original permit expires if the company has incurred or predominantly incurred the required exploration expenditures and completed and filed all regulatory-required renewals and reports.
A mining permit (permis d'exploitation) may be granted for 12 years and is renewable for further periods of ten years until the mineral reserves have been exhausted. A mining permit may be granted to the holder of an exploration permit or a prospecting license. Holders of a mining permit are required to enter an agreement referred to as a "Convention d'Établissement" or "Mining Convention Agreement" with the Malian government prior to the commencement of exploration or mining activities and must begin work within three years. A non-dilutable 10% share is owned by the Malian government, which reserves the right to acquire an additional 30%.
Gold explorers and miners are subject to a tax called "Impôt Spécial sur Certains Produits (ISCO)" (Special Tax on Certain Products). An additional tax called "taxé ad Valorem" has a taxable base equal to the starting value of the tonnage extracted minus intermediary fees and expenses. This amount is equal to approximately a 3% net smelter return royalty ("NSR"). Gold and other precious metals are levied at a 3% royalty rate. There is also a Local Development Mining Fund (Fonds minier de développement local), funded by way of a combination of state funding - up to 20% of the royalties collected - and contributions
from exploitation titleholders - up to 0.25% of their monthly turnover before tax or the value of the products extracted during the month.
During 2020, the Company completed two exploration programs on the SMSZ Project. The first program, which commenced in December 2019, was completed in March 2020, with drilling completed in January. The second exploration program commenced in late June and was completed in late July. Results from the drilling were released on August 31, 2020 with highlight drill intercepts of 3.09 grams per tonne ("g/t") gold over 25 metres and 2.54 g/t gold over 15 metres (~65% true width) from a hole at the Gourbassi East Zone.
In late 2020, the Company commenced it largest ever exploration program at the SMSZ. During 2021 the Company completed 21,051 metres of drilling (air core ("AC") and reverse circulation ("RC") and core), 21,111 metres of auger drilling, 90.8-line kilometres (or "km") of induced polarization ("IP") geophysical surveys, the collection of 7,703 soil samples and mapping/prospecting. The goal of the program comprised drilling to advance known gold zones and soil, auger and IP surveys to identify new targets, with real-time follow-up with drill testing of newly developed targets. The first phase of the program was competed by the end of July 2021.
Drilling resumed over the Gourbassi West North (or "GWN") target on the project in late December 2021 with 72 AC holes totaling 2,890 metres completed before year-end.
This program was followed up with a 98-hole 4,965.5 metre drill program, in April to June 2022, that focussed on the GWN Zone. In addition, two holes were drilled at Mogoyafara South, one hole at Linneguekoto West and one hole at Barani East zones.
In Q1 2023, the Company completed 445 auger holes totaling 2,067 metres over the Mogoyafara South Deposit area and the Kousilli West concession in the northwesternmost portion of the property. This work identified four new anomalous gold-in-auger trends proximal to the Mogoyafara Deposit that remain to be tested.
In Q2 and Q3 2023, Company staff completed select mapping, prospecting and site management on the project. Several new artisanal mining sites were noted, both over known areas of gold mineralization and in new areas. Insights gained from this work will likely lead to better drill targeting. As well, Desert Gold commissioned a hyperspectral satellite data review over the project area, which added over 80 new data layers. This work has led to both confirmation of some existing targets and the definition of a series of new exploration targets. Additional review will be carried out as time permits.
In Q4 2023, the Company developed a plan to complete a Preliminary Economic Assessment ("PEA") covering the oxide-gold portions of the Barani East and Gourbassi West deposits.
In Q1 2024, the Company completed 12 metallurgical core holes totaling 905 metres and 4 exploration core holes totaling 725 metres.
In Q2 2024, Desert Gold completed 71 AC and RC holes totaling 3.162 metres. The holes were completed over targets in the Mogoyafara South, Frikidi, Keniegoulou, Kolon and Soa areas (see Figure 4 for locations).
In Q3 2024, Desert Gold continued compiling the project's exploration data and assay results as received. Limited fieldwork was carried out over the breadth of the property to further document gold showings and track artisanal mine activities.
