DYNASTY GOLD CORP.
NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of the condensed consolidated interim financial statements by an entity's auditor.
Condensed Consolidated Interim Statements of Financial Position As at (Expressed in Canadian dollars) | |
June 30, | December 31, |
2025 | 2024 |
(Unaudited) Assets | (Audited) |
Current Cash and cash equivalents $ 3,347,446 | $ 2,233,173 |
Receivables (Note 4) 27,215 | 88,061 |
Prepaid expenses 3,224 | 3,923 |
3,377,885 | 2,325,157 |
Exploration and evaluation assets (Note 5) 3,422,194 | 3,339,395 |
$ 6,800,079 | $ 5,664,552 |
Liabilities | |
Current Accounts payable and accrued liabilities (Notes 6 and 8) $ 224,810 | $ 87,122 |
Flow-through share premium (Note 12) 162,891 | - |
387,701 | 87,122 |
Shareholders' Equity | |
Share capital (Note 7) 42,164,518 | 41,143,732 |
Share-based payment reserve (Notes 7 and 8) 3,635,167 | 3,584,955 |
Deficit (39,387,307) | (39,151,257) |
6,412,378 | 5,577,430 |
$ 6,800,079 | $ 5,664,552 |
Nature of Business and Continuance of Operations (Note 1) |
See accompanying notes to the condensed consolidated interim financial statements.
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Dynasty Gold Corp. Condensed Consolidated Interim Statements of Changes in Shareholders' Equity For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) (Unaudited)Common Number of Shares | Shares Amount | Share-based Payment Reserve | Deficit | Total Shareholders' Equity | |
Balance, December 31, 2023 | 61,124,411 | $ 41,091,732 | $ 3,284,044 | $ (38,666,732) | $ 5,709,044 |
Stock-based compensation (Notes 7 and 8) | - | - | 223,404 | - | 223,404 |
Comprehensive loss | - | - | - | (387,004) | (387,004) |
Balance, June 30, 2024 | 61,124,411 | $ 41,091,732 | $ 3,507,448 | $ (39,053,736) | $ 5,545,444 |
Warrant exercise (Note 7) | 400,000 | 52,000 | - | - | 52,000 |
Stock-based compensation (Notes 7 and 8) | - | - | 77,507 | - | 77,507 |
Comprehensive loss | - | - | - | (97,521) | (97,521) |
Balance, December 31, 2024 | 1,524,411 | $ 41,143,732 | $ 3,584,955 | $ (39,151,257) | $ 5,577,430 |
Private placement (Note 7) | 8,755,747 | 1,300,286 | - | - | 1,300,286 |
Share issue and financing costs (Note 7) | - | (99,399) | 18,849 | - | (80,550) |
Stock-based compensation (Notes 7 and 8) | - | - | 31,363 | - | 31,363 |
Flow-through share premium (Notes 7 and 12) | - | (180,101) | - | - | (180,101) |
Comprehensive loss | - | - | - | (236,050) | (236,050) |
Balance, June 30, 2025 | 70,280,158 | $ 42,164,518 | $ 3,635,167 | $ (39,387,307) | $ 6,412,378 |
See accompanying notes to the condensed consolidated interim financial statements.
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Condensed Consolidated Interim Statements of Comprehensive Loss(Expressed in Canadian dollars) (Unaudited)
For the three months ended June 30, For the six months ended June 30,2025 | 2024 | 2025 | 2024 | |
Expenses | ||||
Consulting fees (Note 8) | $ 23,287 | $ 23,287 | $ 46,575 | $ 46,575 |
Office expenses | 9,108 | 3,403 | 14,203 | 5,419 |
Rent | 9,063 | 7,770 | 18,127 | 15,540 |
Professional fees | 42,781 | 51,829 | 56,781 | 64,829 |
Regulatory and transfer agent fees | 14,045 | 5,342 | 18,407 | 8,637 |
Shareholder communications | 50,213 | 18,800 | 95,758 | 88,780 |
Stock-based compensation (Notes | ||||
7 and 8) | 13,827 | 76,051 | 31,363 | 223,404 |
(162,324) | (186,482) | (281,214) | (453,184) | |
Other items | ||||
Write-off of accounts payable | - | - | - | 1,554 |
Flow-through premium reversal | ||||
(Note 12) | 17,210 | - | 17,210 | - |
Interest income | 16,449 | 29,023 | 27,954 | 64,626 |
33,659 | 29,023 | 45,164 | 66,180 | |
Comprehensive loss | $ (128,665) | $ (157,459) | $ (236,050) | $ (387,004) |
Loss per share - basic and diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.01) |
Weighted average number of | ||||
common shares outstanding - | ||||
basic and diluted | 63,768,971 | 61,124,411 | 62,652,892 | 57,753,475 |
See accompanying notes to the condensed consolidated interim financial statements.
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Condensed Consolidated Interim Statements of Cash Flows(Expressed in Canadian dollars) (Unaudited)
For the three months ended June 30, For the six months ended June 30,2025 | 2024 | 2025 | 2024 | |
Cash flows provided by (used in): | ||||
Operating activities | ||||
Net loss | $ (128,665) | $ (157,459) | $ (236,050) | $ (387,004) |
Items not affecting cash: Stock-based compensation | 13,827 | 76,050 | 31,363 | 223,403 |
Flow-through premium reversal | (17,210) | - | (17,210) | - |
Write-off of accounts payable | - | - | - | (1,554) |
Changes in non-cash working capital items:
Receivables | (10,482) | 35,189 | 60,846 | 101,874 |
Prepaid expenses | 1,612 | 3,107 | 699 | 47,855 |
Accounts payable and accrued liabilities | 84,694 | (9,036) | 137,688 | 307,676 |
(56,224) | (52,149) | (22,664) | 292,250 | |
Financing activity Issuance of shares for cash, net issuance costs | 1,219,736 | - | 1,219,736 | - |
1,219,736 | - | 1,219,736 | - | |
Investing activity | ||||
Deferred exploration costs, net of | ||||
amortization (46,586) | (90,453) | (82,799) | (381,913) | |
(46,586) | (90,453) | (82,799) | (381,913) | |
Change in cash and cash equivalents | 1,116,926 | (142,602) | 1,114,273 | (89,663) |
Cash and cash equivalents, beginning | 2,230,520 | 3,217,016 | 2,233,173 | 3,164,077 |
Cash and cash equivalents, ending | $ 3,347,446 | $ 3,074,414 | $ 3,347,446 | $ 3,074,414 |
Cash | $ 1,074,446 | $ 551,414 | $ 1,074,446 | $ 551,414 |
Guaranteed Investment Certificates | $ 2,273,000 | $ 2,523,000 | $ 2,273,000 | $ 2,523,000 |
See accompanying notes to the condensed consolidated interim financial statements.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)-
Nature of Business and Continuance of Operations
Dynasty Gold Corp. (the "Company") was incorporated under of the laws of the province of British Columbia on December 12, 1985. The Company's principal office is located at 610 Granville Street, Suite 1613, Vancouver, B.C. V6C 3T3. The Company is an exploration stage company engaged in the acquisition, exploration and development of mineral properties. The Company's shares are listed on the TSX-Venture Exchange (the "Exchange") under the symbol "DYG".
These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to raise adequate financing to develop its mineral properties, and to commence profitable operations in the future. To date, the Company has not generated any revenues and is considered to be in the exploration stage. The Company has sufficient funds to allow it to continue its exploration program for the upcoming year; however, additional funding will be required in the foreseeable future. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These condensed consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
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Material Accounting Policy Information
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Basis of presentation and statement of compliance
These condensed consolidated interim financial statements, including comparatives, have been prepared by management using accounting policies consistent with International Financial Reporting Standards ("IFRS") and in accordance with International Accounting Standard ("IAS")
34 Interim Financial Reporting. These statements do not include all of the information and disclosures required by IFRS for annual financial statements. In the opinion of management, all adjustments and information considered necessary for fair presentation have been included in these condensed consolidated interim financial statements.
These condensed consolidated interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2024.
The Company's board of directors approved these condensed consolidated interim financial statements for issue on August 29, 2025.
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Basis of consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Terrawest Minerals Inc. and Terrawest Resources Corp.
All intercompany balances and transactions have been eliminated on consolidation.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)
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Basis of presentation and statement of compliance
- Accounting Standards Issued but Not Yet Applied
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.
4. Receivables | ||||
June 30, 2025 | December 31, 2024 | |||
GST receivable | $ 16,577 | $ 69,277 | ||
Interest receivable | 10,638 | 18,784 | ||
$ 27,215 | $ 88,061 | |||
5. Exploration and Evaluation Assets | ||||
Golden Repeat Property | Thundercloud Gold Property | Total | ||
Acquisition Costs | ||||
Balance, December 31, 2024, 2023 and June 30, 2025 | $ 127,000 | $ 257,500 | $ 384,500 | |
Deferred Exploration Costs | ||||
Balance, December 31, 2023 | $ 343,630 | $ 1,845,386 | $ 2,189,016 | |
Property expenditures (Note 8) | 15,725 | 750,154 | 765,879 | |
Balance, December 31, 2024 | 359,355 | $ 2,595,540 | $ 2,954,895 | |
Property expenditures (Note 8) | 1,310 | 81,489 | 82,799 | |
Balance, June 30, 2025 | $ 360,665 | $ 2,677,029 | $ 3,037,694 | |
Total as at December 31, 2024 | $ 486,355 | $ 2,853,040 | $ 3,339,395 | |
Total as at June 30, 2025 | $ 487,665 | $ 2,934,529 | $ 3,422,194 | |
The Company owns a 100% interest in the Golden Repeat property, subject to 2% Net Smelter Royalty ("NSR"). The Company has the option to buy back 75% of the NSR for $1 million within three years of commencing production.
Thundercloud Gold Property, Ontario, CanadaIn September 2021, the Company signed an Amendment Agreement to the original Option Agreement signed between the Company and Teck Resources Limited ("TECK") on January 31, 2018 to acquire TECK's 100% interest in the Thundercloud Gold Property, located in the Archean Manitou-Stormy Lakes Greenstone Belt in Ontario. Pursuant to the amendment agreement, the Company was deemed to have exercised its option and TECK has waived its back-in right. The Company made a cash payment of
$100,000 to complete the transaction. TECK retains a 2% NSR that can be reduced by the Company to 1.5% NSR by making a cash payment of $1 million to TECK. This transaction was completed in October 2021 and TECK has transferred 100% of its interest in the Thundercloud property to the Company.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)6. | Accounts Payable and Accrued Liabilities | ||
June 30, 2025 | December 31, 2024 | ||
Accounts payable | $ 78,099 | $ 38,218 | |
Amounts due to related parties (Note 8) | 146,711 | 48,904 | |
$ 224,810 | $ 87,122 | ||
Unlimited number of common shares without par value.
Share IssuancesIn May 2025 and June 2025, the Company closed a private placement of 5,145,747 flow-through units at
$0.165 per unit and 3,610,000 non-flow-through units at $0.125 per unit for gross proceeds of
$1,300,286. Each flow-through unit consists of one flow-through share and one-half common share purchase warrant exercisable at $0.25 for a period of 24 months. The underlying common share purchase warrant will not qualify as "flow-through shares". Each non-flow-through unit consists of one common share and one-half common share purchase warrant exercisable at $0.25 for a period of 24 months. No value has been allotted to the warrants under the residual method. The Company recognized a flow-through share premium of $180,101 in connection with the issuance of flow-through units. Share issuance cost of $80,550 and 315,293 broker warrants, warrant exercisable at $0.165 for a period of 24 months, were paid for the private placement. An additional $18,849 was recorded to share issuance cost for the fair value of broker warrants, which was estimated at the date of issuance using the Black-Scholes Option Pricing Model using the following assumptions: expected volatility - 94.87% to 97.95%, risk-free interest rate - 2.53% to 2.69%, expected life - 2 years, expected dividend yield - 0%.
In December 2024, the Company issued 400,000 shares to the warrant holders who exercised warrants pertaining to the private placement completed in November 2022. The warrants were exercised at $0.13 per share for proceeds of $52,000.
Stock OptionsThe Company has adopted an incentive stock option plan (the "Plan"). The essential elements of the Plan provide that the aggregate number of shares of the Company's capital stock issuable pursuant to options granted under the Plan may not exceed 10% of the total issued and outstanding shares of the Company. Options granted under the Plan may have a maximum term of five years. The exercise price of options granted under the Plan will not be less than the market price of the shares or such other price as may be agreed to by the Company and accepted by the Exchange. All options granted under the Plan will become vested with the right to exercise one-fourth of the option immediately, and one-fourth of the option upon the conclusion of every six months subsequent to the date of the grant of the option, except options granted to consultants performing investor relations activities, which options will become vested to exercise one-fourth of the option upon every three months subsequent to the date of the grant of the option.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) 7. Share Capital (continued) Stock Options (continued)A summary of the status of the Company's stock options outstanding as of June 30, 2025 and changes during the periods then ended are as follows:
Number of Options Outstanding Weighted Average Exercise PriceBalance, December 31, 2023 2,225,000 $ 0.17
Options granted 2,250,000 $ 0.18
Balance, December 31, 2024 and June 30, 2025 4,475,000 $ 0.17
During the year ended December 31, 2024, the Company granted 1,350,000 stock options to officers and directors of the Company and 900,000 stock options granted to advisors and consultants. These stocks options are exercisable at $0.18 expiring five years from the date of grant. 25% of the options vested immediately, with the remainder of the options vesting 25% every 6 months. The fair value of these options was determined to be $332,465 using the Black-Scholes Option Pricing Model with the assumptions in the table below.
The Company recorded $31,363 (2024 - $223,404) share-based payment related to the options vested during the six months ended June 30, 2025. The fair value of the stock options granted was estimated as at the date of the grant using the Black-Scholes Option Pricing Model and the following weighted average assumptions:
2025 2024Expected volatility - 132.4%
Risk-free interest rate - 3.58%
Expected life in years - 5 years
Expected dividend yield - 0.00%
As at June 30, 2025, the following stock options are outstanding:
Issue Date | Number of Options Outstanding | Expiry Date | Weighted Average Exercise Price |
May 18, 2021 | 1,350,000 | May 18, 2026 | $ 0.20 |
August 22, 2022 | 650,000 | Aug 22, 2027 | $ 0.12 |
September 12, 2022 | 25,000 | Sep 12, 2027 | $ 0.12 |
December 5, 2022 | 200,000 | Dec 5, 2027 | $ 0.12 |
January 17, 2024 | 2,250,000 | Jan 17, 2029 | $ 0.18 |
4,475,000 |
The weighted average life of the options outstanding at June 30, 2025 was 2.48 years (December 31, 2024 - 2.98 years).
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) 7. Share Capital (continued) Stock Options (continued)As at June 30, 2025, the following stock options are exercisable:
Issue Date Number of Options Exercisable Expiry Date Weighted Average Exercise PriceMay 18, 2021 | 1,350,000 | May 18, 2026 | $ 0.20 |
August 22, 2022 | 650,000 | Aug 22, 2027 | $ 0.12 |
September 12, 2022 | 25,000 | Sep 12, 2027 | $ 0.12 |
December 5, 2022 | 200,000 | Dec 5, 2027 | $ 0.12 |
January 17, 2024 | 1,687,500 | Jan 17, 2029 | $ 0.18 |
3,912,500 |
The weighted average price of the options outstanding at June 30, 2025 was $0.17.
WarrantsA summary of the status of the Company's outstanding warrants as of June 30, 2025 and changes during the years then ended is as follows:
Number of Warrants Outstanding | Weighted Average Exercise Price | |
Balance, December 31, 2023 | 24,816,989 | $ 0.24 |
Exercised | (400,000) | $ 0.13 |
Expired | (1,899,765) | $ 0.25 |
Expired | (855,000) | $ 0.25 |
Expired | (3,408,000) | $ 0.15 |
Expired | (2,029,059) | $ 0.13 |
Balance, December 31, 2024 | 16,225,165 | $ 0.27 |
Expired | (16,225,165) | $ 0.27 |
Issued | 4,377,874 | $ 0.25 |
Issued | 315,293 | $ 0.17 |
Balance, June 30, 2025 | 4,693,167 | $ 0.24 |
The weighted average life of the warrants at June 30, 2025 was 1.94 years (December 31, 2024 - 0.31 year).
The weighted average price of the warrants at June 30, 2025 is $0.24.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)-
Share Capital (continued)
Warrants (continued)
As at June 30, 2025, the following warrants are outstanding:
Share-based Payment ReserveIssue date
Number of Warrants
Outstanding
Expiry date
Weighted Average Exercise
Price
May 16, 2025
1,969,722
May 16, 2027
$ 0.25
May 16, 2025
177,275
May 16, 2027
$ 0.17
May 23, 2025
355,000
May 23, 2027
$ 0.25
May 23, 2025
7,200
May 23, 2027
$ 0.17
June 30, 2025
2,053,152
June 30, 2027
$ 0.25
June 30, 2025
130,818
June 30, 2027
$ 0.17
4,693,167
The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.
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Related Party Balances and Transactions
Related Party Balances
Included in accounts payable and accrued liabilities is $146,711 (December 31, 2024 - $48,904) due to officers of the Company (Note 6). The amount is unsecured, non-interest bearing and due on demand.
Key Management Compensation
During the six months ended June 30, 2025, the Company accrued and/or paid $97,808 (2024 -
$95,478) to directors and officers for providing management, property investigation, and geological consulting services to the Company. The Company recorded $18,818 (2024 - $223,404) of stock-based compensation relating to directors and officers of the Company during the six months ended June 30, 2025.
- Segmented Information
The Company's activities are all in the industry segment of mineral property acquisition, exploration and development. The Company's exploration and evaluation assets are located in the USA and Canada (Note 5).
As at June 30, 2025Canada | USA | Total | |
Exploration and evaluation assets | $ 2,934,529 | $ 487,665 | $ 3,422,194 |
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)-
Segmented Information (continued)
As at December 31, 2024
Canada USA Total
Exploration and evaluation assets $ 2,853,040 $ 486,355 $ 3,339,395
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Financial Risk Management
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash and guaranteed investment certificates of $3,347,446. Cash is held with a bank in Canada. As all of the Company's cash and cash equivalents is held by the same Canadian bank there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. As at June 30, 2025, the risk is considered minimal.
Currency Risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to currency risk is minimal as the Company's transactions and financial instruments are primarily denominated in Canadian dollars.
The Canadian dollar equivalents of cash and cash equivalents denominated in United States dollars is
$21,431 (US $15,597).
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk as cash and cash equivalents earn interest income at variable rates. As at June 30, 2025, the risk is considered minimal.
Liquidity Risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and cash equivalents. As at June 30, 2025, this risk is considered high.
- Capital Disclosures
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity, cash and cash equivalents.
The Company manages the capital structure and makes 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 new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.
The Company is dependent on the capital markets as its source of operating capital and the Company's capital resources are largely determined by the strength of the junior resource markets and by the status of the Company's projects in relation to these markets, and its ability to compete for investor support for its projects.
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Notes to Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)-
Capital Disclosures (continued)
The capital structure of the Company consists of equity and cash and cash equivalent. The Company is not subject to externally imposed capital restrictions. There were no changes to the Company's approach to capital management during the period.
- Deferred Premium On Flow-Through Shares
Balance, beginning of period $ - $ 186,672 Deferred premium of flow-through shares issued 180,101 -
Flow-through share premium reversal (17,210) 186,672
$ 162,891 $ -
Flow-through common shares require the Company to spend an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not made the required exploration expenditures.
During the six months ended June 30, 2025, the Company received $849,048 from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $180,101. During the six months ended June 30, 2025, the Company incurred and renounced eligible expenditures of $81,132. These expenditures will not be available to the Company for future deduction from taxable income.
During the year ended December 31, 2023, the Company received $1,428,572 (2022 - $363,090) from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $428,571 (2022 - $86,450). During the year ended December 31, 2024, the Company incurred and renounced eligible expenditures of $675,633 (2023 - $806,332). These expenditures will not be available to the Company for future deduction from taxable income.
Under the IFRS framework, the increase to share capital when flow-through shares are issued is measured based on the current market price of common shares. The incremental proceeds, or "premium", are recorded as deferred income.
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MANAGEMENT'S DISCUSSION AND ANALYSISFor the six months ended June 30, 2025
DYNASTY GOLD CORP. #1613 - 610 GRANVILLE STREET VANCOUVER, BRITISH COLUMBIAV6C 3T3
Telephone: (604) 633-2100
Fax: | (604) 484-3559 | ||
Contact Person: Contact's Position: Contact Telephone Number: | Ivy Chong President 604-633-2100 | ||
Date of Report: E-Mail Address: Website: | August 29, 2025 ichong@dynastygoldcorp.com https://www.dynastygoldcorp.com |
MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE SIX MONTHS ENDED JUNE 30, 2025
INTRODUCTIONThis management's discussion and analysis ("MD&A") was prepared as of August 29, 2025 and is management's assessment of Dynasty Gold Corp.'s (the "Company") operating results and financial condition. This MD&A should be read in conjunction with the condensed consolidated interim financial statements and related notes for the six months ended June 30, 2025, and the audited consolidated financial statements for the year ended December 31, 2024. These consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are expressed in Canadian dollars unless otherwise stated.
Dynasty Gold Corp. is listed on the TSX Venture Exchange under the ticker symbol "DYG", on the Frankfurt Exchange under the ticker symbol "D5G1" and on the OTC under the ticker symbol "DGDCF".
Additional information relevant to the Company's activities can be found on SEDAR at https://www.sedar.com.
FORWARD-LOOKING STATEMENTSCertain information included in this discussion may constitute forward-looking statements. Forward-looking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different from those expressed herein or implied. The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
COMPANY OVERVIEWDynasty Gold Corp. is a Canadian-based, junior company focused on exploring for and developing economically viable mineral resources. The Company owns two gold projects.
The Thundercloud Gold Property is in the Archean Manitou-Stormy Lakes Greenstone Belt in Ontario, Canada. The Company acquired Teck Resources Limited ("Teck") 100% interest in the property in 2021 (see press release dated September 27, 2021). The Company also owns a 100% interest in the Golden Repeat Gold Property located in Elko County, Nevada, United States.
Dynasty's short-term strategy is to explore and develop the two gold properties in North America and continue to evaluate other quality assets to add to its portfolio. Its long-term strategy is to develop these properties into technically feasible and commercially viable producing mines.
As of the date of this MD&A, the Company has not engaged in any production. The Thundercloud property hosts an inferred resource of 182,000 ounces gold at 1.37 g/t (NI 43-101 Independent Technical Report, September 27, 2021).
The Company is a reporting issuer in British Columbia and in Alberta.
MINERAL EXPLORATION PROJECTS ONTARIO, CANADA Thundercloud Gold PropertyIn September 2021, Dynasty acquired 100% of Teck Resources Limited ("Teck")'s interest in the property and the terms were summarized in the news release dated September 27, 2021.
The 2,250 hectare Thundercloud Property is located 47 kilometres (km) southeast of Dryden in northwestern Ontario. It is readily accessible from the Trans-Canada Highway (Hwy 17). Dryden is a resource-based city with excellent infrastructure for mining operations. Several large-scale mining and exploration projects in the region include New Gold's Rainy River Mine (6.4 million oz gold and 18.7 million oz silver) and Agnico Eagle's Hammond Reef deposit (5.8 million oz gold).
The Thundercloud property geological setting has many similarities to the regional structural systems to the Red Lake district in the north and the Abitibi belt in Eastern Ontario, but it is much less explored. The Belt contains numerous gold showings, several high-grade deposits and historic past gold producers, including the Big Master Mine (1902-1943) and the Laurentian Mine (1906-1909). Exploration results to date indicate excellent potential to define bulk-tonnage orogenic gold mineralization with high-grade potential. Close to 30 million ounces of gold have been discovered in the area in recent years.
Two mineralized zones, the Pelham and the Contact zones, have been identified on the Thundercloud Property. Teck and others completed over 12,000 metres (m) of core drilling with a majority of the holes drilled in the Pelham Zone. The Contact Zone is less explored but shows great potential with trench samples returned 8.02 g/t gold over 39 m, including 89.4 g/t over 3.0 m. This was extended for another 30 metres at 3.03 g/t in the 2018 outcrop mapping and sampling work carried out by the Company.
In March 2021, the Company's drill permit application was approved by the Ministry Northern Mines and Energy. Dynasty started the exploration program in July and the focus was in trenching the two target locations as planned. Trench-1 is approximately 80 metres long and it is the longer of the two trenches. Channel samples in one continuous zone of 7 metres averaged 2.0 g/t gold in conglomerate. A grab sample of highly altered pebble conglomerate taken adjacent to the contact with a quartz-feldspar porphyry dyke returned 7.04 g/t gold. Trench-2, located 400 metres south of Trench-1 has excessive overburden depth which precluded determining the nature of the bedrock at this location.
A NI 43-101 report prepared by Fladgate Exploration Consulting Corporation ("Fladgate") for Dynasty based on 66 core holes totaling 12,093 metres of historic drilling within the Pelham Zone was published in December 2021. The report estimates an Inferred Resource of 182,000 ounces gold at 1.37 g/t with cutoff grade of 0.45 g/t. This resource estimate did not include twenty-seven drill holes that were drilled by Noranda Mining between 1986 and 1988, and thirty-five holes drilled by Dynasty between 2022 and 2024.
The Company has not independently verified previous data reported in this MD&A except to the extent covered in the NI 43-101 report.
The geophysical data from previous IP and magnetic surveys were reviewed and consolidated in preparation for a drone supported airborne magnetic survey program. Pioneer Exploration Consulting was hired to conduct a high resolution drone magnetic survey in the Pelham and the Contact areas. The program was completed in late July, 2022 and the survey results were used in subsequent drill hole targeting.
In November, 2022, Dynasty completed 4 NQ wireline diamond core holes in the Pelham resource area at Thundercloud. A total of 1000 metres were drilled, with core recoveries of nearly 100%. The core was logged for geology, and rock quality ("RQD"), with samples taken of all potentially significant mineralized zones in all 4 holes. DP22-02: 5.98 g/t over 34.5 metres, DP22-03: 8.42 g/t over 73.5 metres, including
72.2 g/t over 6.5 metres; and DP22-04: 25.5 g/t over 1.5 metres. Please refer to news releases of January 10, 16, February 13 and June 12, 2023 for more details.
In 2023, the Company completed approximately 3,700 metres of drilling with 17 drill holes at the Thundercloud property in two phases (summer and fall). The drill program was guided by Induced Polarization (IP) anomalies and fault structures identified by a Lidar survey conducted in August. Drilling confirmed the continuity of high-grade mineralization that was discovered in Hole DP22-03 which assayed an impressive 73.5 metres of 8.42 g/t gold. Hole DP23-01 drilled 100 metres east of the discovery hole, returned 3 metres of 19.34 g/t and 3 metres of 18.28 g/t. DP23-03 returned 28.3 metres of 5.33 g/t and DP23-04 returned 12 metres of 11 g/t. DP23-10 drilled 220 metres west of the discovery hole returned 7.5 metres of 8.8 g/t in a broader zone of 1.0 g/t over 163 metres, 33 metres from surface. Almost all of the drill holes returned significant gold values with intercepts of 50 metres or more and most of the holes are within 200 metres of the surface. Please refer to press releases of September 6, October 3, and November 8, 2023.
The Thundercloud drill permit was renewed in March. From April to June, the exploration program planning for summer 2024 was carried out. A geological team visited the property to prepare for drilling, and possible trenching and geophysical work. The Company's 2024 phase 1 drill program was started in July (see July 11, 2024 news release) and completed in August 2024. The core drilling completed comprised 11 drill holes for a total of 2,198 metres of drilling (see news release on August 14, 2024). Highlights of the assay results were published in the news release on September 23, 2024. TC24-02 returned 3.03 g/t over 42 metres within a broader zone of 1.61 g/t over 94.5 metres, 45 metres from surface. The drill crew was mobilized to the Thundercloud property in mid September for the 2024 phase 2 drill program (see October 1, 2024 news release). The Company completed its 2,673 metres phase 1 and 2 drill program in 2024 at the Thundercloud property. The assay results were analyzed and received a modeling update with these new data. Please refer to press release of January 22, 2025 for additional assay results for phase 1 and phase 2 drilling.
Activities during the six months ended June 30, 2025
The Company was planning a 5,000-metre drill program on its Thundercloud property to upgrade the existing NI 43-101 Mineral Resource Estimate and explore new mineralization discoveries. The program will focus on the Pelham Zone, targeting down-dip and lateral extensions of high-grade gold mineralization, as well as a newly discovered area south of Pelham where significant pyrite with anomalous gold values were intersected in 2024. The goal is to expand the known resource and refine drill targets through geological mapping and integration of historical data (see June 2, 2025 news release).
NEVADA, USA
Golden Repeat PropertyThe Golden Repeat Property consists of 49 claims located on the north slope of the Midas Trough, along the Carlin Trend, within the Northern Nevada Rift. These claims have many geological similarities to gold properties in the well-known Midas Gold District. Hecla Mining Company's Midas Mine lies 18 kilometres (km) (10 miles) east of the Property. The Midas Mine previously was owned by Newmont until February 2014 (3 million oz gold reserves at 31g/t Au) and is an epithermal, bonanza-type gold-silver bearing system. Hecla has made a new Midas-style gold-silver discovery located just east of the Midas Mine, the "Green Racer Sinter" property, and has drilled high-grade new intercepts on the property. It shows that new discoveries still can be made in this exciting gold-silver mining camp. Additionally, major sediment-hosted Carlin-style gold mines owned by Nevada Gold Ventures LLC are situated nearby, including the Getchell-Twin Creeks-Turquoise Ridge mines (15 km to the southwest, and its Goldstrike Mine complex, 50 km (30 miles) southeast of the Property).
Two distinct gold-silver targets exist on Golden Repeat. One is a volcanic-hosted epithermal occurrence, similar to the Midas Mine gold-silver deposit of Hecla. The other target is a sediment-hosted, Carlin-style gold occurrence underlying Tertiary volcanic rocks. The Property was drilled by Goldfields from 1992 to 1994 and by Romarco in 1997/1998.
On July 30, 2013, the Company acquired a 100% interest in the Property, subject to a 2% NSR. The Company has the option to buy back 75% of the NSR for $1 million within three years of commencing production.
The Company carried out a surface exploration program in July 2011. Its objective was to follow up drill targets identified by Yamana during their work on the Property from 2007 to 2009. Forty-one rock chip samples were taken on the eastern and southern parts of the Property and in adjacent areas peripheral to the Clover gold-silver property. One float sample returned 10 g/t gold. Another sample that carried 1 g/t of gold came from an outcropping vein located near an existing road and drill sites. Dynasty Gold drilled three angled reverse circulation holes in 2011 totaling 816 metres (m) to intersect the outcropping Clover vein system and a separate structural target previously proposed by Yamana. The assay results from 576 drill samples were consistent with previous Romarco and Yamana results in the vicinity. The first hole (DG 1) was drilled to a depth of 304 m and encountered 0.569 g/t gold over 1.7 m at 296 m, and the second hole (DG-2) intercepted similar mineralization but returned no significant gold values.
The third drill hole (DG-3), drilled to 285 m, hit a well-mineralized zone at the top of a rhyolite formation at 130 m and intersected 12.2 m of mineralization that averaged 1.14 g/t gold, 9.0 g/t silver, and 968 ppm arsenic. The best intercept within this interval was 3.4 g/t gold and 44.6 g/t silver over 1.7 m. This suggests that the altered rhyolite unit at shallow depth is a favorable target-host for the mineralized Midas-style epithermal gold-quartz veins. No follow-up drilling has yet been conducted on this exciting gold-silver target.
The Golden Repeat drill permit was renewed by the Bureau of Land Management (BLM) in Elko County, Nevada, in September 2023.
The Golden Repeat claims were renewed in August 2024. In 2024, the Company continued studying exploration activities in nearby areas and explores different options for the Golden Repeat property in JV and/or, optioning the nearby properties.
Activities during the six months ended June 30, 2025 There were no in-field exploration activities during the period. FINANCIAL DATA
Selected Annual Financial InformationThe following table sets forth selected financial information for and as of the end of the periods indicated. The Financial Statements may be accessed at https://www.sedar.com. Readers are encouraged to review the Financial Statements in their entirety.
Fiscal Years Ended December 31
2024 | 2023 | 2022 | |
Interest and other income | $ 113,143 | $ 98,904 | $ 7,764 |
Net loss before other items | (769,439) | (534,078) | (301,488) |
Net loss | (484,525) | (194,500) | (203,450) |
Net loss per share (basic and fully diluted) | (0.01) | (0.01) | (0.01) |
Total assets | $ 5,664,552 | $ 5,948,521 | $ 2,897,946 |
The following financial information is derived from the unaudited consolidated interim financial statements:
June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | |
Interest income | $ 16,449 | $ 11,505 | $ 22,759 | $ 25,758 | $ 29,023 | $ 35,603 | $ 34,225 | $ 37,047 |
Comprehensive Gain/(Loss) | (128,665) | (107,385) | (184,399) | 86,878 | (157,459) | (229,545) | 68,732 | (44,673) |
Net Earnings (Loss) Per Share | (0.00) | (0.00) | (0.00) | 0.00 | (0.00) | (0.00) | (0.00) | (0.00) |
Total Assets | $ 6,800,079 | $ 5,627,697 | $ 5,664,552 | $ 5,822,035 | $ 5,839,642 | $ 5,930,087 | $ 5,948,521 | $ 6,279,320 |
During the three months ended June 30, 2025, the Company reported a net loss of $128,665 or $0.00 per share (2024 - $157,459 or $0.00 per share). The decrease in net loss of $28,794 in comparison to the same period of last year was mainly attributed to decrease in non-cash stock-based compensation of
$62,224, professional fees of $9,048, interest income of $12,574 and flow-through premium reversal of
$17,210. This is offset by increase in marketing shareholder's communication cost of $31,413, office expenses of $5,705, regulatory and transfer agent fees of $8,703, and office rent of $1,293.
During the six months ended June 30, 2025, the Company reported a net loss of $236,050 or $0.00 per share (2024 - $387,004 or $0.01 per share). The decrease in net loss of $150,954 in comparison to the same period of last year was mainly attributed to the decrease in non-cash stock-based compensation of
$192,041, professional fees of $8,048, interest income of $36,672 and flow-through premium reversal of
$17,210. This is offset by an increase in shareholder communication costs of $6,978, write-off of accounts payable of $1,554, office expense of $8,784, office rent of $2,587 and regulatory and transfer agent fees of $9,770.
LIQUIDITY AND CAPITAL RESOURCESAs of June 30, 2025, the Company had working capital of $2,990,184 which included cash and short-term investments of $3,347,446 (December 31, 2024 - $2,238,035 which included cash and short-term investments of $2,233,173).
Three months ended June 30, 2025Net cash flow used in operating activities for the three months ended June 30, 2025 was $56,224 (2024 -
$52,149).
Net cash flow provided from financing activity for the three months ended June 30, 2025 was $1,219,736 (2024 - $Nil).
Net cash flow used in investing activity for the three months ended June 30, 2025 was $46,586 (2024 -
$90,453), which was related to exploration expenses.
Six months ended June 30, 2025Net cash flow used in operating activities for the six months ended June 30, 2025 was $22,664 (2024 -cash provided of $292,250).
Net cash flow provided from financing activity for the six months ended June 30, 2025 was $1,219,736 (2024 - $Nil).
Net cash flow used in investing activity for the six months ended June 30, 2025 was $82,799 (2024 -
$381,913), which was related to exploration expenses.
SHARE CAPITALThe following information is provided as at June 30, 2025: Authorized - unlimited number of common shares without par value. Issued and outstanding common shares - 70,280,158
Warrants - 4,693,167
Options - 4,475,000
The following information is provided as at August 29, 2025:
Issued and outstanding common shares - 70,280,158 Warrants - 4,693,167
Options - 4,475,000
RELATED PARTY BALANCES AND TRANSACTIONSRelated Party Balances
Included in accounts payable and accrued liabilities is $146,711 (December 31, 2024 - $48,904) due to officers of the Company. The amount is unsecured, non-interest bearing and due on demand.
Key Management Compensation
During the six months ended June 30, 2025, the Company accrued and/or paid $97,808 (2024 - $95,478) to directors and officers for providing management, property investigation and geological consulting services to the Company. The Company recorded $18,818 (2024 - $223,404) of stock-based compensation relating to directors and officers of the Company during the six months ended June 30, 2025.
OFF BALANCE SHEET ARRANGEMENTSThe Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES AND CHANGES IN ACCOUNTING PRINCIPLESThe Company's accounting policies are presented in Note 2 to the audited annual consolidated financial statements for the year ended December 31, 2024. These accounting policies can have a significant impact on the financial performance and financial position of the Company.
The preparation of the audited annual consolidated financial statements using accounting policies consistent with International Financing Reporting Standards ("IFRS") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), requires management to make estimates and assumptions which affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenue and expenses during the reporting period. Significant areas requiring the use of management estimates relate to determining the recoverability of mineral property interests, environment obligations, the variables used in the determination of the fair value of stock options granted and the determination of the valuation allowance for future tax assets. While management believes the estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
MATERIAL PROCEEDINGSThe Company is not a party to any material proceedings.
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSUREThe Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There have been no changes in the Company's internal control over financial reporting during the six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company has disclosure controls and procedures in place to provide
reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and to ensure that required information is gathered and communicated to the Company's management so that decisions can be made about timely disclosure of that information. There have been no significant changes in the Company's disclosure controls during the six months ended June 30, 2025 that could significantly affect disclosure controls subsequent to the date the Company carried out its evaluation.
RISKS AND UNCERTAINTIESThe Company is subject to a number of risks and uncertainties, the more significant of which are discussed below. Additional risks and uncertainties not presently known to the Company may impact the Company's financial results in the future.
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Industry
Dynasty is engaged in the exploration for and development of mineral properties, which involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. There is no assurance that the Company's exploration efforts will result in discoveries of commercial mineral deposits.
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Gold and Metal Prices
The price of gold is affected by numerous factors beyond the control of the Company including central bank sales, producer hedging activities, currency fluctuation, demand, political, economic conditions and production levels. In addition, the price of gold has been volatile over short periods of time due to speculative activities. The prices of other metals and mineral products for which the Company may explore all have the same or similar price risk factors.
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Cash Flow and Additional Funding Requirements
The Company currently has no revenue from operations. Additional capital would be required to identify and explore property in the future. The sources of funds currently available to the Company are the sale of equity capital. Although the Company presently has sufficient financial resources to undertake project review and evaluation, and the Company has been successful in the past in obtaining equity financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be advantageous to the Company.
- Exchange Rate Fluctuations
At the present, the Company has an exploration project in the United States. The Canadian dollar exchange rate against the US dollar was held relatively stable in the last few years. Since the monetary policy of Canada is aligned to that of the United States regarding interest rate, we do not anticipate exchange rate fluctuations to have immediate effect on our operation. If the currency trend is to continue and the Company decides to take on a major exploration program, it will not affect the Company's cash outflow.
