(Formerly Whitehorse Gold Corp.) TSXV: TIN
OTCQB: TINFF
MANAGEMENT'S DISCUSSION AND ANALYSISFor the three and nine months ended September 30, 2025
Table of Contents
CORPORATE INFORMATION 3
PROJECTS OVERVIEW 4
REVIEW OF FINANCIAL RESULTS 7
LIQUIDITY AND CAPITAL RESOURCES 9
ENVIRONMENTAL REHABILITATION LIABILITIES 10
RELATED PARTY TRANSACTIONS 10
OFF-BALANCE SHEET ARRANGEMENTS 11
PROPOSED TRANSACTIONS 11
MATERIAL ACCOUNTING POLICIES AND ESTIMATES 11
NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE 12
FINANCIAL INSTRUMENTS 12
OUTSTANDING SHARE DATA 14
RISK FACTORS 14
QUALIFIED PERSONS 22
FORWARD LOOKING STATEMENTS 22
DATE OF REPORT: November 20, 2025This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the significant factors that have affected Tincorp Metals Inc. (formerly Whitehorse Gold Corp.) and its subsidiaries' (collectively, "Tincorp" or the "Company") performance and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements ("financial statements") as at and for the three and nine months ended September 30, 2025 and the related notes contained therein. The Company reports its financial position, financial performance and cash flows in accordance with the IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB"). The Company's material accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2024. Figures may not add up due to rounding. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences.
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CORPORATE INFORMATION
The Company, formerly Whitehorse Gold Corp, is a mineral exploration and development company focusing on tin projects in Bolivia.
The Company was incorporated under the Business Corporations Act (British Columbia) on November 27, 2019 under the name of "Whitehorse Gold Corp". Effective February 22, 2023, the Company changed its name to Tincorp Metals Inc. The head office, registered address and records office of the Company are located at 1066 Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.
The Company's common shares (each, a "Share" or a "Common Share") are currently listed on the TSX Venture Exchange (the "TSXV") under the symbol "TIN" and on the OTCQB Market under the symbol "TINFF". Prior to February 27, 2023, the Company's Common Shares were listed under the symbol "WHG" on the TSXV and under "WHGDF" on the OTCQX Market.
Going Concern
The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue its exploration activities and operation for the foreseeable future. In making this assessment, management has considered various factors, including the Company's exploration activities, available funding sources and exploration prospects.
The exploration and evaluation of mineral resources inherently has significant risks, including but not limited to geological uncertainties, regulatory and social challenges, and fluctuations in commodity prices. As a result, there is no certainty that the Company is able to generate positive cash flows from its exploration activities in the near term.
The Company has a history of negative cash flows from operating activities. For the three and nine months ended September 30, 2025, the Company reports net cash used in operating activities of $18,564 and $47,844, respectively ((three and nine months ended September 30, 2024 - net cash used in operating activities of $137,741 and $686,947, respectively). As of September 30, 2025, the Company's accumulated deficit amounts to
$26,083,006 and its current liabilities exceeds its current assets by $1,668,874. The Company's ability to continue operations in the normal course of business is dependent on several factors, including the exploration of its mineral property, as well as the ability to secure additional financing through the issuance of additional equity or debt.
However, there can be no assurance that the Company will continue to be successful in obtaining the necessary funding on acceptable terms or that its exploration efforts will result in the discovery of economically viable
mineral deposits. In the event that the Company is unable to secure additional financing or achieve its exploration objectives, it may be required to curtail or cease its exploration activities, which could have a material adverse effect on its financial position and results of operations.
The above conditions, along with other factors, indicate the existence of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. These unaudited condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern, and any such adjustments may be material.
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PROJECTS OVERVIEW
The continuity schedule of mineral property interest is summarized as follows:
Cost
Skukum
SF
Porvenir
Total
Balance, January 1, 2024
$ 23,727,178 $
- $
3,792,316 $
27,519,494
Acquisition
-
136,980
42,786
179,766
Environmental rehabilitation liabilities
3,117,253
-
-
3,117,253
Camp service
7,913
-
-
7,913
Environmental monitoring
42,524
-
-
42,524
Project management and support
46,551
-
149,477
196,028
Impairment of long-lived assets
(26,941,419)
(136,980)
-
(27,078,399)
Foreign currency impact
-
-
140,921
140,921
Balance, December 31, 2024
$ - $
- $
4,125,500 $
4,125,500
Project management and support
-
-
40,130
40,130
Foreign currency impact
-
-
(50,180)
(50,180)
Balance, September 30, 2025
$ - $
- $
4,115,450 $
4,115,450
Skukum Project
Skukum Project covering an area of 170.3 square kilometers, is located approximately 55 km south of Whitehorse, Yukon Territory, Canada, and consists of 1,051 mining claims hosting three identified gold and gold-silver mineral deposits: Skukum Creek, Goddell and Mount Skukum.
The Company has not been able to meet the demands of the Yukon Government, including furnishing the financial security, and could face penalties, including loss of the Class 3 Licenses if unable to satisfy the Yukon Government's demands for securities related to the closure cost for the Skuukum Project. As a result, the Company determined the Skukum Project was fully impaired, and a total of $26,941,419 impairment charges were recorded against the Skukum Project and recorded in the consolidated statement of loss for the year ended December 31, 2024.
On September 29, 2025, the Company completed sale of its 100% interest in Skukum Project and passed the control of Whitehorse Gold (Yukon) Corp. ("Whitehorse Gold") to Blue Jay Gold Corp. ("Blue Jay"), a private reporting issuer spun out of Riverside Resources Inc. As the Company no longer had a controlling ownership in Whitehorse Gold, consolidation of Whitehorse Gold ceased at September 29, 2025 and the former subsidiary was derecognized. Accordingly, the comparative periods have been re-cast to show the discontinued operations separately from continuing operations, and the expenses and cash flows of Whitehorse Gold are presented as discontinued operations in these condensed consolidated interim financial statements.
The following are the financial results of Whitehorse Gold for the three and nine months ended September 30, 2025 and 2024:
Three months ended September 30, Nine months ended September 30,
2025
2024
2025
2024
Operating expenses
$ 2,618
$ 1,755
$ 10,518
$ 2,835
Other (income) expenses
-
-
93,518
-
Net (income) loss
2,618
1,755
104,036
2,835
Gain on sale of discontinued operations
(3,849,480)
-
(3,849,480)
-
Income (loss) from discontinued operations
(3,846,862)
1,755
(3,745,444)
2,835
The consideration of the sale is $600,000, which was structured as follows:
A $25,000 cash deposit previously advanced by Blue Jay upon execution of the letter of intent has been credited towards the total purchase price.
Blue Jay issued 500,000 common shares of Blue Jay and 250,000 common share purchase warrants (each, a "Warrant") , having an aggregate value of $300,000;
$275,000 payable in cash and/or shares at Blue Jay's election, is to be paid to the Company on the first anniversary of the closing date. Each Warrant entitles the Company to acquire one additional common share at an exercise price of $0.90 per share for a period of two years from the date of issuance.
The net assets of Whitehorse Gold at the date of disposal were as follows:
September 29, 2025
Cash and cash equivalents
76
Other receivables
15,105
Accounts payables
(9,818)
Environmental rehabilitation liabilities
(3,254,843)
Net assets disposed
(3,249,480)
Gain on disposal of discontinued operations
3,849,480
Total consideration
600,000
Satisfied by:
Cash and cash equivalents
25,000
Equity shares and warrants
300,000
Deferred consideration
275,000
Total consideration
600,000
The Company realized gain of $3,849,480 from the sale of the Skukum Project and the gain is presented within (income) loss from discontinued operations, net of tax on the condensed consolidated interim statements of loss and comprehensive loss.
Porvenir Project