NEWS RELEASE
TSX: SXGC | ASX: SX2 | OTCQX: SXGCF
APRIL 13, 2026
Third Quarter Ended February 28, 2026 Financial Statements and Management's Discussion &
Analysis
Southern Cross Gold Consolidated Ltd.
ARBN 681 229 854
Please find attached for release to the market, Southern Cross Gold Consolidated Ltd.'s Third Quarter Ended February 28, 2026, Financial Statements and Management's Discussion and Analysis, prepared in accordance with National Instrument 51-102 Continuous Disclosure Obligations and NI 51-102F1 Management's Discussion and Analysis, issued by the Canadian Securities Administrators, for lodgment on the Canadian System for Electronic Document Analysis and Retrieval + (SEDAR +).
- Ends -
This announcement has been approved for release by the Board of Southern Cross Gold Consolidated Ltd.
For further information, please contact:
Mariana Bermudez - Corporate Secretary (Canada)
mb@southerncrossgold.com or +1 604 685 9316
Executive Office: 1305 - 1090 West Georgia Street Vancouver, BC, V6E 3V7, Canada
Nicholas Mead - Corporate Development info@southerncrossgold.com or +61 415 153 122 Justin Mouchacca - Company Secretary (Australia) jm@southerncrossgold.com.au or +61 3 8630 3321
Subsidiary Office: Level 21, 459 Collins Street, Melbourne, VIC, 3000, Australia
SOUTHERN CROSS GOLD CONSOLIDATED LTD TSXV: SXGC | ASX: SX2 | OTCQX: SXGCF
https://www.southerncrossgold.com
Mariana Bermudez - Corporate Secretary
+1 604 685 9316 mb@southerncrossgold.com
1305 - 1090 West Georgia Street Vancouver, BC, V6E 3V7, Canada
Nicholas Mead - Corporate Development
+61 415 153 122 info@southerncrossgold.com
Level 21, 459 Collins Street, Melbourne, VIC, 3000, Australia
SOUTHERN CROSS GOLD CONSOLIDATED LTD.CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2026
(Unaudited - Expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these 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 auditors have 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 interim financial statements by an entity's auditor.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian Dollars)
Note | February 28, 2026 $ | May 31, 2025 $ | ||
ASSETS | ||||
Current assets Cash and cash equivalents | 123,170,774 | 151,212,676 | ||
Amount receivable | - | 83,392 | ||
GST/VAT receivable | 403,629 | 388,315 | ||
Prepaid expenses and other assets | 1,096,212 | 119,392 | ||
Total current assets | 124,670,615 | 151,803,775 | ||
Non-current assets Investments | 5 | 866,074 | 773,797 | |
Property, plant and equipment | 6 | 30,419,629 | 16,539,752 | |
Exploration and evaluation assets | 7 | 103,203,284 | 74,687,028 | |
Right of use assets | 8 | 1,321,787 | 1,263,617 | |
Bonds | 1,944,360 | 95,985 | ||
Total non-current assets | 137,755,134 | 93,360,179 | ||
TOTAL ASSETS | 262,425,749 | 245,163,954 | ||
LIABILITIES | ||||
Current liabilities Accounts payable and accrued liabilities | 3,441,851 | 2,759,332 | ||
Current portion of lease liabilities | 8 | 254,626 | 197,699 | |
Total current liabilities | 3,696,477 | 2,957,031 | ||
Non-current liabilities Non-current portion of lease liabilities | 8 | 1,079,223 | 1,066,806 | |
TOTAL LIABILITIES | 4,775,700 | 4,023,837 | ||
SHAREHOLDERS' EQUITY | ||||
Share capital | 9 | 659,990,509 | 658,153,333 | |
Share-based payments reserve | 13,430,979 | 13,973,409 | ||
Foreign currency translation reserve | 15,331,807 | (2,086,628) | ||
Deficit | (431,103,246) | (428,899,997) | ||
TOTAL SHAREHOLDERS' EQUITY | 257,650,049 | 241,140,117 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 262,425,749 | 245,163,954 | ||
Nature of Operations - see Note 1 |
These condensed consolidated interim financial statements were approved for issue by the Board of Directors on April 10, 2026 and are signed on its behalf by:
/s/ David Henstridge /s/ Michael Hudson
David Henstridge Michael Hudson
Director Director
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET LOSS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited - Expressed in Canadian Dollars)
Three Months Ended Nine Months Ended
Note | February 28, 2026 $ | February 28, 2025 $ | February 28, 2026 $ | February 28, 2025 $ | ||||
Expenses Accretion of interest on lease liabilities | 8 | 18,837 | 11,094 | 54,406 | 32,677 | |||
Administration and corporate costs | 707,198 | 710,538 | 2,802,405 | 1,721,948 | ||||
Depreciation and amortization | 6,8 | 134,203 | 65,383 | 320,975 | 188,270 | |||
Salaries and benefits | 1,069,892 | 183,545 | 2,243,186 | 635,997 | ||||
Share-based compensation | 9 | (99,336) | 26,880 | 303,867 | 91,009 | |||
1,830,794 | 997,440 | 5,724,839 | 2,669,901 | |||||
Loss before other items | (1,830,794) | (997,440) | (5,724,839) | (2,669,901) | ||||
Other items Interest income | 1,043,768 | 12,016 | 3,418,595 | 82,579 | ||||
Other income | - | - | 13,100 | - | ||||
Foreign exchange | (721) | (490,305) | (2,382) | (272,852) | ||||
Impairment of exploration and evaluation assets | - | - | - | (361,289) | ||||
Corporate restructuring costs | 4 | - | (613,577) | - | (2,555,232) | |||
Unrealized gain (loss) on investments | 5(b) | 196,726 | (344,858) | 92,277 | 241,969 | |||
1,239,773 | (1,436,724) | 3,521,590 | (2,864,825) | |||||
Net loss for the period | (591,021) | (2,434,164) | (2,203,249) | (5,534,726) | ||||
Other comprehensive income (loss) Currency translation adjustment | 11,522,257 | (351,579) | 17,418,435 | (782,524) | ||||
Comprehensive income (loss) for the period | 10,931,236 | (2,785,743) | 15,215,186 | (6,317,250) | ||||
Net loss attributable to: Shareholders of the Company | (591,021) | (1,722,012) | (2,203,249) | (4,119,611) | ||||
Non-controlling interest | - | (712,152) | - | (1,415,115) | ||||
Net loss for the period | (591,021) | (2,434,164) | (2,203,249) | (5,534,726) | ||||
Comprehensive income (loss) attributable to: Shareholders of the Company | 10,931,236 | (2,073,591) | 15,215,186 | (4,902,135) | ||||
Non-controlling interest | - | (712,152) | - | (1,415,115) | ||||
Comprehensive income (loss) for the period | 10,931,236 | (2,785,743) | 15,215,186 | (6,317,250) | ||||
Basic and diluted loss per common share | $(0.00) | $(0.02) | $(0.01) | $(0.05) | ||||
Basic and diluted weighted average number of common shares outstanding | 259,109,100 | 113,658,616 | 258,634,317 | 113,640,116 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited - Expressed in Canadian Dollars)
Nine Months Ended February 28, 2026
Share Capital
Foreign
Number of Shares | Amount $ | Share-Based Payments Reserve $ | Currency Translation Reserve $ | Deficit $ | Total Shareholders' Equity $ | |
Balance at May 31, 2025 | 258,041,648 | 658,153,333 | 13,973,409 | (2,086,628) | (428,899,997) | 241,140,117 |
Common shares issued for: - share options | 536,373 | 407,643 | - | - | - | 407,643 |
- lead manager options | 750,000 | 583,236 | - | - | - | 583,236 |
- RSUs | 162,500 | - | - | - | - | - |
Transfer on exercise of: - share options | - | 221,000 | (221,000) | - | - | - |
- lead manager options | - | 308,354 | (308,354) | - | - | - |
- RSUs | - | 316,943 | (316,943) | - | - | - |
Share-based compensation: - RSUs | - | - | 303,867 | - | - | 303,867 |
Currency translation adjustment | - | - | - | 17,418,435 | - | 17,418,435 |
Net loss for the period | - | - | - | - | (2,203,249) | (2,203,249) |
Balance at February 28, 2026 | 259,490,521 | 659,990,509 | 13,430,979 | 15,331,807 | (431,103,246) | 257,650,049 |
Nine Months Ended February 28, 2025
Share Capital
Number of Shares* | Amount $ | Share-Based Payments Reserve $ | Equity Attributable to Parent $ | Currency Translation Reserve $ | Deficit $ | Non-controlling Interest $ | Total Equity $ |
96,293,365 | 97,678,699 | 9,382,338 | 11,947,523 | (602,677) | (96,569,072) | 16,988,755 | 38,825,566 |
595,029 | 367,253 | - | - | - | - | - | 367,253 |
125,041,031 | 418,887,454 | - | (19,978,827) | - | (320,979,917) | (26,026,888) | 51,901,822 |
- | 182,384 | (182,384) | - | - | - | - | - |
- | - | 26,880 | - | - | - | 64,129 | 91,009 |
- | - | - | - | (782,524) | - | (782,524) | |
- | (654,580) | - | - | - | - | - | (654,580) |
- | - | - | - | - | (4,119,611) | (1,415,115) | (5,534,726) |
- | - | - | 8,031,304 | - | - | 10,389,119 | 18,420,423 |
Foreign
Balance at May 31, 2024
Common shares issued for:
share options
corporate restructuring Transfer on exercise of:
share options
Share-based compensation:
ESO plan
Currency translation adjustment Distribution of capital
Net loss for the period Change in ownership interest
in subsidiary
Balance at February 28, 2025 221,929,425 516,461,210 9,226,834 - (1,385,201) (421,668,600) - 102,634,243
* The share numbers have been adjusted to reflect a consolidation of the Company's share capital on a one new for 3.169432 old basis effective January 10, 2025.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in Canadian Dollars)
Nine Months Ended
February 28, | February 28, | ||
2026 $ | 2025 $ | ||
Operating activities Net loss for the period | (2,203,249) | (5,534,726) | |
Adjustments for: Depreciation and amortization | 320,975 | 188,270 | |
Foreign exchange | - | (351,254) | |
Impairment of exploration and evaluation assets | - | 361,289 | |
Share-based compensation | 303,867 | 91,009 | |
Accretion of interest on lease liabilities | 54,406 | 32,677 | |
Unrealized loss (gain) on investments Changes in non-cash working capital items: Amounts receivable | (92,277) (86,210) | (241,969) - | |
GST/VAT receivable | 14,176 | (48,211) | |
Prepaid expenses and deposits | (929,647) | (602) | |
Accounts payable and accrued liabilities | 280,276 | 146,540 | |
Net cash used in operating activities | (2,337,683) | (5,356,977) | |
Investing activities Expenditures on exploration and evaluation assets | (20,015,931) | (9,791,221) | |
Additions to property, plant and equipment | (11,689,537) | (1,447,516) | |
Additions to bonds | (1,850,877) | (26,139) | |
Cash acquired from acquisition of subsidiary | - | 16,937,494 | |
Cash relinquished under SUA arrangement | - | (613,832) | |
Net cash (used in) provided by investing activities | (33,556,345) | 5,058,786 | |
Financing activities Issuance of common shares | 990,879 | 367,253 | |
Payments on lease liabilities | (239,138) | (127,085) | |
Net proceeds from SXG AUS issuance of ordinary shares prior to SIA | - | 1,115,676 | |
Net cash provided by financing activities | 751,741 | 1,355,844 | |
Effect of exchange rate changes on cash | 7,100,385 | (246,824) | |
Net change in cash and cash equivalents | (28,041,902) | 810,829 | |
Cash and cash equivalents at beginning of period | 151,212,676 | 15,497,519 | |
Cash and cash equivalents at end of period | 123,170,774 | 16,308,348 | |
Supplemental cash flow information - Note 13 |
Nature of Operations
The Company was incorporated on March 10, 2004 under the provisions of the Company Act (British Columbia). In January 2025 the Company completed a reorganization resulting in the distribution of its uranium assets and merger with Southern Cross Gold Ltd. ("SXG AUS"). On January 10, 2025 the Company changed its name from Mawson Gold Limited to Southern Cross Gold Consolidated Ltd. and its TSXV trading symbol to "SXGC". On January 15, 2025 the Company's common shares were listed on the Australian Stock Exchange ("ASX") under the symbol "SX2". See also Note 4. On July 2, 2025 the Company's common shares ceased to trade on the TSXV and began trading on the TSX under the same trading symbol, SXGC. On August 19, 2025 the Company's common shares commenced trading on the OTCQX under the trading symbol "SXGCF". The Company's executive office is located at #1305 - 1090 West Georgia Street, Vancouver, BC, V6E 3V7, Canada.
The Company is a resource company engaged in the acquisition and exploration of unproven mineral interests. As at February 28, 2026 the Company has not earned any production revenue, nor found proved reserves on any of its unproven mineral interests. On the basis of information to date the Company has not yet determined whether these properties contain economically recoverable ore reserves. The underlying value of the exploration and evaluation assets is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production. Exploration and evaluation assets represent costs incurred to date, less amounts depreciated and/or written off, and do not necessarily represent present or future values.
As at February 28, 2026 the Company had working capital of $120,974,138 and management considers the Company has adequate resources to maintain its core operations, conduct planned exploration programs on its existing exploration and evaluation assets and discharge its obligations as they become due in the next twelve months.
Basis of Preparation
Statement of Compliance
These condensed consolidated interim financial statements have been presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"), applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Basis of Measurement
The Company's condensed consolidated interim financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. These condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise stated.
Details of the Group and Non-controlling Interest
In addition to the Company, the condensed consolidated interim financial statements include all subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company. Inter-company transactions and balances are eliminated upon consolidation. They are de-consolidated from the date that control by the Company ceases. For partially owned subsidiaries, the interest attributable to non-controlling shareholders is reflected in non-controlling interest.
Non-controlling interest in the Company's less than wholly-owned subsidiary is classified as a separate component of equity. On initial recognition, non-controlling interests are measured at their proportionate share of the acquisition date fair value of identifiable net assets of the related subsidiary acquired by the Company. Subsequent to the original transaction date, adjustments are made to the carrying amount of non-controlling interest for the non-controlling interest's share of changes to the subsidiary's equity.
Basis of Preparation (continued)
Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interest is adjusted to reflect the change in the non-controlling interest's relative interest in the subsidiary, and the difference between the adjustment to the carrying amount of non-controlling interests and the Company's share of proceeds received and/or consideration paid is recognized directly in equity and attributed to owners of the Company.
In January 2025 the Company completed a corporate restructuring in which SXG AUS became a 100% wholly-owned subsidiary, as disclosed in Note 4.
As at February 28, 2026 the significant subsidiaries of the Company are SXG AUS and Australian subsidiaries, incorporated in Australia and 100% owned.
Material Accounting Policies
These condensed consolidated interim financial statements have been prepared on a basis consistent with the material accounting policies disclosed in the consolidated financial statements for the year ended May 31, 2025. Accordingly, they should be read in conjunction with the consolidated financial statements for the year ended May 31, 2025.
Adoption of New Accounting Standards
Accounting Standards and Interpretations Issued but Not Yet Effective
IFRS 18, Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date.
The Company is assessing the impact of adoption of IFRS 18 and is working to identify all impacts the changes will have on the consolidated financial statements and notes to the consolidated financial statements.
Corporate Restructuring
On July 30, 2024 the Company entered into a definitive binding scheme implementation agreement (the "SIA") with SXG AUS, its 48.7% owned subsidiary on the date of the SIA, to acquire all of the ordinary shares of SXG AUS (the "SXG AUS Shares") that the Company did not already own, by way of a scheme of arrangement under the laws of Australia (the "SXG AUS Scheme"). Following completion of the SXG AUS Scheme on January 23, 2025, SXG AUS became a wholly owned subsidiary of the Company.
Under the terms of the SXG AUS Scheme:
on January 15, 2025, the Company completed the spin-out of the uranium assets and cash of $613,832 held by its then wholly-owned subsidiary SUA Holdings Limited ("SUA") and SUA's wholly-owned subsidiary, Euro Canna Holdings Ltd. ("Euro Canna") (the "SUA Arrangement") under the Business Corporations Act (British Columbia). Pursuant to the SUA Arrangement, the Company distributed 100% of the common shares of SUA (the "SUA Shares") held by it to shareholders of the Company of record as at January 10, 2025, on a pro rata basis. As a result, the Company shareholders also became shareholders of SUA and SUA and Euro Canna ceased to be subsidiaries of the Company. SUA became a reporting issuer in British Columbia and Alberta.
Corporate Restructuring (continued)
The transaction was recorded at carrying value. The carrying value of the net assets transferred pursuant to the SUA Agreement consisted of the following:
$
Cash
613,832
Exploration and evaluation assets
42,548
656,380
on January 10, 2025, the Company effected a share consolidation of its common shares on the basis of one (1) post-consolidation share (a "Consolidated Share") for every 3.169432 pre-consolidation common shares (the "Consolidation"). As a result, the 306,138,320 common shares issued and outstanding prior to the Consolidation were reduced to 96,590,894 common shares, and outstanding stock options were adjusted accordingly. In addition the Company changed its name to Southern Cross Gold Consolidated Ltd.
on January 15, 2025, the Company's securities commenced quotation on the ASX under the ticker symbol "SX2" and are settled in the form of CHESS Depositary Interests ("CDIs").
on January 23, 2025, the Company issued 125,041,031 common shares of the Company, with a fair value of
$3.35 per share for total consideration of $418,887,454, to acquire the SXG AUS Shares; and During fiscal 2025 the Company incurred $2,625,076 for costs associated with the SIA.
Investments
As at February 28, 2026
Number
Cost
$
Unrealized Loss
$
Carrying Value
$
Common shares
Nagambie Resources Limited ("Nagambie")
53,361,046
1,768,741
(939,980)
828,761
Kingsmen Resources Limited ("Kingsmen")
18,750
45,000
(7,687)
37,313
1,813,741
(947,667)
866,074
As at May 31, 2025
Number
Cost
Unrealized Loss
Carrying Value
Common shares
$
$
$
Nagambie
53,361,046
1,768,741
(1,013,319)
755,422
Kingsmen
18,750
45,000
(26,625)
18,375
1,813,741
(1,039,944)
773,797
Pursuant to a subscription agreement dated March 24, 2020 the Company subscribed for 50,000,000 ordinary shares of Nagambie (the "Nagambie Shares"). As consideration for the acquisition of the Nagambie Shares the Company issued Nagambie 2,681,868 common shares of the Company, at a fair value of $1,572,500. As long as the Company continues to hold the Nagambie Shares it maintains a right of refusal to take up or match proposals being considered over a 3,600 square kilometre tenement package held by Nagambie.
The Company subsequently purchased an additional 3,361,046 ordinary shares of Nagambie for $196,241 through open-market purchases.
Investments (continued)
The carrying values of the investments were determined using quoted market values. During the nine months ended February 28, 2026 the Company recorded an unrealized gain of $92,277 (2025 - $241,969) on its investments held.
Property, Plant and Equipment
Cost:
Land
$
Office and Field Equipment
$
Leasehold and Property Improvements
$
Vehicles
$
Total
$
Balance at May 31, 2024 3,014,787
165,110
-
227,736
3,407,633
Additions 13,548,156
190,771
-
22,738
13,761,665
Foreign exchange movement
(389,507)
(8,969)
-
(6,980)
(405,456)
Balance at May 31, 2025
16,173,436
346,912
-
243,494
16,763,842
Additions
9,832,784
1,190,663
440,118
225,972
11,689,537
Foreign exchange movement
2,172,169
106,573
26,945
37,474
2,343,161
Balance at February 28, 2026
28,178,389
1,644,148
467,063
506,940
30,796,540
Accumulated Depreciation:
Balance at May 31, 2024 -
(61,668)
-
(89,384)
(151,052)
Depreciation -
(44,478)
-
(34,626)
(79,104)
Foreign exchange movement
-
6,064
-
2
6,066
Balance at May 31, 2025
-
(100,082)
-
(124,008)
(224,090)
Depreciation
-
(81,866)
(4,750)
(36,888)
(123,504)
Foreign exchange movement
-
(18,366)
(291)
(10,660)
(29,317)
Balance at February 28, 2026
-
(200,314)
(5,041)
(171,556)
(376,911)
Carrying Value:
Balance at May 31, 2025
16,173,436
246,830
-
119,486
16,539,752
Balance at February 28, 2026
28,178,389
1,443,834
462,022
335,384
30,419,629
In December 2024, SXG AUS entered into an agreement and acquired a special purpose company holding agricultural land situated over the Sunday Creek Project area and cash of $16,937,494 (AUD $18,750,000) for which SXG AUS issued 22,088,670 SXG AUS ordinary shares with a fair value of $68,839,315 (AUD
$76,205,912). SXG AUS also paid $1,345,307 (AUD $1,491,424) for legal and associated costs relating to the acquisition, for a total consideration of $70,184,622 (the "Land Purchase Consideration"). The acquisition of the special purpose company did not meet the criteria of a business combination under IFRS 3.
The Land Purchase Consideration has been allocated as follows:
$
Cash
16,937,494
Land, at appraised value
11,291,250
Exploration and evaluation assets
41,955,878
70,184,622
During the nine months ended February 28, 2026 the Company purchased agricultural land situated over the Sunday Creek Project area for total cash consideration of $9,832,784 (fiscal 2025 - $2,256,906). All of the purchase consideration has been attributed to land costs.
Exploration and Evaluation Assets
As at February 28, 2026
Acquisition Costs
$
Deferred
Exploration Costs
$
Foreign
Exchange Movement
$
Total
$
Australia
Sunday Creek
42,754,936
46,977,617
10,350,802
100,083,355
Redcastle
284,794
2,841,804
(6,669)
3,119,929
43,039,730
49,819,421
10,344,133
103,203,284
As at May 31, 2025
Acquisition
Deferred Exploration
Foreign Exchange
Costs
$
Costs
$
Movement
$
Total
$
Australia
Sunday Creek
42,754,936
27,675,072
2,103,249
72,533,257
Redcastle
284,794
2,128,418
(259,441)
2,153,771
43,039,730
29,803,490
1,843,808
74,687,028
The Company's Australian mineral interests are as follows:
Sunday Creek Project
Pursuant to an acquisition agreement, dated March 24, 2020 the Company acquired 100% of the shares in Clonbinane from Nagambie. As consideration the Company paid Nagambie a total of $454,480 (AUD $528,880) cash, issued 315,514 common shares of the Company at a fair value of $185,000 and incurred legal fees of
$35,786. Clonbinane's sole asset was the Sunday Creek Project.
During fiscal 2025 the Company capitalized $41,955,878 to the Sunday Creek Project, as described in Note 6.
Redcastle, Australia
On March 24, 2020 the Company entered into an option and joint venture agreement pursuant to which the Company had the right to earn up to a 70% joint venture interest in Nagambie's Redcastle gold property located in Victoria, Australia by incurring AUD $1,000,000 of exploration expenditures on the Redcastle property. In June 2021 the Company notified Nagambie that the Company had earned a 70% interest in the Redcastle gold property. On October 24, 2024 Nagambie and the Company entered into a purchase and sale agreement whereby the Company paid $228,550 (AUD $250,000) and acquired Nagambie's remaining 30% joint venture interest.
Commitments
Australia tenement spending commitments are subject to renegotiation when an application for a mining lease and/or renewal of exploration permits are made or at other times and are subject to whether the Company decides to continue a tenement's rights until its expiry. The amounts detailed below are the minimum expenditures required to maintain ownership of the current tenements held as at February 28, 2026.
AUD $
Within one year
5,144,900
One to five years
29,166,400
Total
34,311,300
Right of Use Assets
$
Cost:
Balance at May 31, 2024 306,206
Additions
1,274,828
Foreign exchange movement
(37,291)
Balance at May 31, 2025
1,543,743
Additions
133,393
Foreign exchange movement
158,040
Balance at February 28, 2026
1,835,176
Accumulated amortization:
Balance at May 31, 2024
(103,447)
Amortization
(183,720)
Foreign exchange movement
7,041
Balance at May 31, 2025
(280,126)
Amortization
(197,471)
Foreign exchange movement
(35,792)
Balance at February 28, 2026
(513,389)
Carrying value:
Balance at May 31, 2025
1,263,617
Balance at February 28, 2026
1,321,787
The Company has lease contracts for office and warehouse premises. It does not have any subleases.
Effective April 28, 2025 the Company entered into an office lease agreement with the family trust of the Company's Chief Executive Officer for a term of five years plus a three year renewal option, at AUD $7,890 per month.
As at February 28, 2026 the lease liabilities have remaining lease terms of approximately three to eight years or less and were determined using an effective interest rate of between 5% to 7%.
Nine Months Ended February 28,
2026
$
2025
$
Balance, beginning of period
1,264,505
203,643
Additions
133,393
718,158
Accretion of interest
54,406
32,677
Payments
(239,138)
(127,085)
Foreign exchange movement
120,683
(51,362)
Balance, end of period
1,333,849
776,031
Current portion of lease liabilities
254,626
157,789
Non-current portion of lease liabilities
1,079,223
618,242
Total lease liabilities
1,333,849
776,031
8. Right of Use Assets (continued)
As at February 28, 2026 the total of future minimum lease payments under the lease are as follows:
$
Less than one year
323,795
Greater than one year
1,255,996
1,579,791
9. Share Capital
Authorized Share Capital
The Company's authorized share capital consists of an unlimited number of common shares without par value. All issued common shares are fully paid.
Share Consolidation
On January 10, 2025 the Company completed a consolidation of its share capital on a one new for 3.169432 old basis. The share and per share amounts have been adjusted within these condensed consolidated interim financial statements to reflect the share consolidation.
Equity Financings
Nine Months Ended February 28, 2026
The Company did not conduct any equity financing during the nine months ended February 28, 2026.
Fiscal 2025
During fiscal 2025 the Company completed a private placement totalling 31,800,078 common shares, at $4.50 per common share, for total proceeds of $143,100,351.
The Company paid finders' fees of $2,898,946 cash and issued 335,116 common shares at an ascribed value of
$1,508,022. In addition the Company incurred $423,022 for legal and other costs associated with this private placement.
Incentive Plans
The Company has no share-based incentive plans other than the Option Plan and the RSU Plan. The number of shares available for purchase pursuant to stock options granted under the Option Plan and RSUs awarded under the RSU Plan will not exceed 10% of the number of common shares which are issued and outstanding on the particular date of grant or award.
No share options were granted during the nine months ended February 28, 2026 and 2025.
Share Capital (continued)
A summary of the Company's share options at February 28, 2026 and 2025 and the changes for the nine months ended on those dates, is as follows:
2026 | 2025 | |||
Number of | Weighted | Number of | Weighted | |
Options | Average | Options | Average | |
Outstanding | Exercise Price | Outstanding | Exercise Price | |
Balance, beginning of period | 11,706,373 | CDN $0.84 | 1,117,865 | CDN $0.76 |
Exercised | (536,373) | CDN $0.76 | (297,529) | CDN $0.76 |
Transferred on closing of SIA | - | - | 15,189,667 | AUD $0.67 |
11,170,000 | CDN $0.90 | 16,010,003 | CDN $0.61 | |
Exercised subsequent to the SIA | - | - | (297,500) | AUD $0.53 |
Balance, end of period | 11,170,000 | (i) CDN $0.90 15,712,503 | CDN $0.61 | |
(1) Share options exercisable in AUD $ are stated in Canadian currency equivalents at the exchange rate at the end of the period.
The following table summarizes information about the Company share options outstanding and exercisable at February 28, 2026:
Number
Outstanding and Exercisable | Exercise Price | Expiry Date |
2,350,000 | AUD $0.30 | May 5, 2026 |
720,000 | AUD $0.66 | August 15, 2026 |
1,500,000 | AUD $1.20 | October 23, 2026 |
3,550,000 | AUD $1.20 | November 7, 2026 |
2,350,000 | AUD $0.30 | May 5, 2027 |
700,000 | CDN $3.38 | March 10, 2028 |
11,170,000 |
On closing of the SIA, 280,000 employer security ownership plan ("ESO"), which was awarded by SXG AUS, was exchanged for 280,000 Company RSUs. During the nine months ended February 28, 2026 the Company recognized $303,867 share compensation expense on the vesting of the RSUs.
During the nine months ended February 28, 2026 the Company awarded 207,813 RSUs.
During the nine months ended February 28, 2026 the Company issued 162,500 common shares on the redemption of RSUs.
As at February 28, 2026, 275,313 RSUs remained outstanding, of which 33,750 RSUs have vested and the remaining 241,563 RSUs are subject to vesting provisions.
A summary of RSUs at February 28, 2026 and 2025 and the changes for the nine months ended on those dates, is as follows:
Number of RSUs Outstanding
2026
2025
Balance, beginning of period
230,000
-
Transferred from ESO Plan on closing of SIA
-
280,000
Awarded
207,813
-
Exercised
(162,500)
-
Balance, end of period
275,313
280,000
9. Share Capital (continued)
SXG AUS Lead Manager Options, Broker Options, Share Options and Employer Security Ownership Plan
During fiscal 2023 SXG AUS issued 3,000,000 options (the "Lead Manager Options") to its broker in connection with its private placement conducted in November 2022.
The SXG AUS Lead Manager Options were transferred to the Company on closing of the SIA. A summary of SXG AUS Lead Manager Options at February 28, 2026 and 2025 and the changes for the nine months ended on those dates, is as follows:
2026 2025
Weighted Average Exercise
Weighted Average Exercise
Number Price
Number
Price
AUD $
AUD $
Balance, beginning of period
750,000
0.87
1,130,000
0.87
Exercised
(750,000)
0.87
(100,000)
0.87
-
-
1,030,000
0.87
Transferred on closing of SIA
-
-
(1,030,000)
0.87
Balance, end of period
-
-
-
-
During fiscal 2022 SXG AUS issued 6,500,000 options (the "Broker Options") to its lead broker in connection with its IPO.
The SXG AUS Broker Options were transferred to the Company on closing of the SIA. A summary of SXG AUS Broker Options at February 28, 2025 and the changes for the nine months ended on that date, is as follows:
2025
Weighted Average Exercise
Number
Price
AUD $
Balance, beginning of period
3,902,251
0.30
Exercised
(1,942,584)
0.30
Transferred on closing of SIA
(1,959,667)
0.30
Balance, end of period
-
-
A summary of SXG AUS share options at February 28, 2025 and the changes for the nine months ended on that date, is as follows:
2025
Weighted
Number of
Options Outstanding
Average
Exercise Price AUD $
Balance, beginning of period
14,899,999
0.64
Exercised
(2,699,999)
0.33
Transferred on closing of SIA
(12,200,000)
0.71
Balance, end of period
-
-
Share Capital (continued)
On March 17, 2022 SXG AUS adopted an employer security ownership plan (the "ESO Plan"). The ESO Plan provided for the issuance of up to 8,970,000 ESOs. During the nine months ended February 28, 2025 SXG AUS granted 280,000 ESOs with vesting provisions and recorded $91,009 share-based compensation for the vesting of the granted ESOs.
A summary of SXG AUS ESOs at February 28, 2025 and the changes for the nine months ended on that date, is as follows:
2025
Number of ESOs
Balance, beginning of period -
Granted 280,000
Transferred on closing of SIA (280,000)
Balance, end of period -
Non-controlling Interests
During fiscal 2022 the Company determined to restructure its Australian assets into a new entity which would conduct an IPO in Australia and a listing of its ordinary shares on the ASX. On July 21, 2021 the Company incorporated SXG AUS as a wholly-owned Australian subsidiary. On August 9, 2021 the Company transferred its shareholdings in its 100% owned Australian subsidiaries, Mawson Queensland Pty Ltd. ("Queensland"), SXG Victoria Pty Ltd. ("Victoria") and Clonbinane Goldfield Pty Ltd. ("Clonbinane"), to SXG AUS. On December 29, 2021 the Company transferred its holdings in Nagambie shares to SXG AUS. During fiscal 2022 SXG AUS conducted a number of private placements and its initial public offering and the Company's interest in SXG AUS was diluted from 100% to 60%.
In fiscal 2023 SXG AUS completed a private placement of its common shares further diluting the Company's interest to 50.99%. In fiscal 2024 SXG AUS completed a private placement and a rights offering, issued ordinary shares for the exercise of share options, Lead Manager Options and Broker Options and, as a result, the Company's ownership interest was diluted to 49.6% as at May 31, 2024. During fiscal 2025 SXG AUS issued ordinary shares and the Company's ownership interest was diluted to 43.6% prior to the SIA. On January 23, 2025 the Company completed the SIA and SXG AUS became a wholly-owned subsidiary of the Company as described in Note 4.
The following is a continuity of SXG AUS' non-controlling interest:
$
Balance at May 31, 2023
13,870,387
Non-controlling interest adjustment for change in ownership interests
4,505,852
Share-based compensation adjustment
2,341,645
Currency translation adjustment
(173,481)
Share of loss for the year June 1, 2023 to May 31, 2024
(3,555,648)
Balance at May 31, 2024
16,988,755
Non-controlling interest adjustment for change in ownership interests
10,389,119
Share-based compensation adjustment
64,129
Share of loss for the period June 1, 2024 to January 23, 2025
(1,415,115)
Acquisition of remaining non-controlling interest
(26,026,888)
Balance at May 31, 2025
-
Related Party Disclosures
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company's Board of Directors and its executive officers.
Transactions with Key Management Personnel
During the nine months ended February 28, 2026 the Company incurred a total of $1,076,447 (2025 - $386,795) to current and former key management personnel of the Company for salaries and fees which have been allocated based on the nature of the services provided: expensed $869,496 (2025 - $220,896) to administration and corporate costs; expensed $nil (2025 - $20,000) to corporate restructuring costs; and capitalized $206,951 (2025
- $145,899) to exploration and evaluation assets. As at February 28, 2026 $99,901 (May 31, 2025 - $nil) remained unpaid and has been included in accounts payable and accrued liabilities.
During the nine months ended February 28, 2026 the Company also recorded $123,790 (2025 - $nil) share-based compensation on the vesting of RSUs.
On November 4, 2025 the Company's then CFO resigned. During the nine months ended February 28, 2026 the Company incurred a total of $42,500 (2025 - $57,500) with Chase Management Ltd. ("Chase"), a private corporation owned by the former CFO of the Company, for accounting and administration services provided by Chase personnel, excluding the former CFO, and $1,675 (2025 - $3,015) for rent prior to the CFO's resignation.
See also Note 8.
Financial Instruments and Risk Management
Categories of Financial Assets and Financial Liabilities
Financial instruments are classified into one of the following categories: fair value through profit or loss ("FVTPL"); amortized cost; and fair value through other comprehensive income ("FVOCI"). The carrying values of the Company's financial instruments are classified into the following categories:
Financial Instrument Category February 28, 2026
$
May 31,
2025
$
Cash and cash equivalents | FVTPL | 123,170,774 | 151,212,676 |
Amounts receivable | Amortized cost | - | 83,392 |
Investments | FVTPL | 866,074 | 773,797 |
Bonds | Amortized cost | 1,944,360 | 95,985 |
Accounts payable and accrued liabilities | Amortized cost | (3,441,851) | (2,759,332) |
Lease liabilities | Amortized cost | (1,333,849) | (1,264,505) |
The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities and time value and volatility factors, which can be substantially observed or corroborated in the market place.
Financial Instruments and Risk Management (continued)
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
The recorded amounts for amounts receivable and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. The recorded amounts for lease liabilities approximate their fair value and they have interest at market rates for similar debt. The recorded amounts for cash and cash equivalents, investments and bonds approximate their fair value. The Company's fair value of cash and cash equivalents, and investments under the fair value hierarchy are measured using Level 1 inputs.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit Risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash. Management believes that the potential loss related to the credit risk included in cash is remote.
Liquidity Risk
Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company's financial liabilities are classified as current and are anticipated to mature within the next fiscal period. The following table is based on the contractual maturity dates of financial assets and the earliest date on which the Company can be required to settle financial liabilities.
Contractual Maturity Analysis at February 28, 2026
Less than 3 Months
$
3 - 12
Months
$
1 - 5
Years
$
Over 5 Years
$
Total
$
Cash and cash equivalents
123,170,774
-
-
-
123,170,774
Investments
-
-
866,074
-
866,074
Bonds
-
-
1,944,360
-
1,944,360
Accounts payable and accrued liabilities
(3,441,851)
-
-
-
(3,441,851)
Lease liabilities
(63,656)
(190,970)
(787,833)
(291,390)
(1,333,849)
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.
Interest Rate Risk
The Company is exposed to interest rate risk to the extent that the cash bears floating rates of interest. The interest rate risk on cash and on the Company's obligations are not considered significant.
Foreign Currency Risk
The Company's functional currency is the Canadian dollar. The Company maintains foreign currency bank accounts to support the cash needs of its foreign operations. Management believes the foreign exchange risk related to currency conversions is minimal and therefore does not hedge its foreign exchange risk. At February 28, 2026, 1 Canadian Dollar was equal to 1.03 AUD Dollar and 0.73 US Dollar.
12.
Financial Instruments and Risk Management (continued)
Balances are as follows:
AUD
US
CDN $
Dollars
Dollars
Equivalent
Cash and cash equivalents
89,047,590
42,271
86,511,876
GST receivable
333,249
-
323,543
Bonds
1,987,576
11,010
1,944,360
Accounts payable and accrued liabilities
(3,487,487)
-
(3,385,910)
87,880,928
53,281
85,393,869
Based on the net exposures as of February 28, 2026 and assuming that all other variables remain constant, a 10% fluctuation on the Canadian Dollar against the AUD Dollar and US Dollar would result in the Company's net income or loss being approximately $6,450,000 higher (or lower).
Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital that it manages as share capital, cash and cash equivalents and short-term investments. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
Supplemental Cash Flow Information
During the nine months ended February 28, 2026 and 2025 non-cash activities were conducted by the Company as follows:
Operating activities
2026
$
2025
$
Administration and corporate costs
229,799
-
Accounts payable and accrued liabilities
(229,799)
(532,627)
Lease liabilities
133,393
718,158
133,393
185,531
Investing activities
Additions to property, plant and equipment
-
(11,203,750)
Exploration and evaluation assets
-
(40,206,192)
Addition to right of use assets
(133,393)
(718,158)
(133,393)
(52,128,100)
Financing activities
Issuance of common shares
846,297
52,084,205
Share-based payments reserve
(846,297)
(182,384)
Distribution of exploration and evaluation assets under SUA Arrangement
-
40,748
-
51,942,569
Segmented Information
The Company operates in one reportable segment, the exploration and development of unproven exploration and evaluation assets. The Company is in the exploration stage and has no reportable segment revenues or operating results.
The Company's total assets are segmented geographically as follows:
As at February 28, 2026
Canada $ | Australia $ | USA $ | Total $ | |
Current assets | 37,089,302 | 87,581,313 | - | 124,670,615 |
Investments | 37,313 | 828,761 | - | 866,074 |
Property, plant and equipment | - | 30,419,629 | - | 30,419,629 |
Exploration and evaluation assets | - | 103,203,284 | - | 103,203,284 |
Right of use assets | - | 1,321,787 | - | 1,321,787 |
Bonds | - | 1,929,340 | 15,020 | 1,944,360 |
37,126,615 | 225,284,114 | 15,020 | 262,425,749 |
As at May 31, 2025
Canada $ | Australia $ | USA $ | Sweden $ | Total $ | |
Current assets | 141,939,124 | 9,851,211 | - | 13,440 | 151,803,775 |
Investments | 18,375 | 755,422 | - | - | 773,797 |
Property, plant and equipment | - | 16,539,752 | - | - | 16,539,752 |
Exploration and evaluation assets | - | 74,687,028 | - | - | 74,687,028 |
Right of use assets | - | 1,263,617 | - | - | 1,263,617 |
Bonds | - | 70,030 | 15,896 | 10,059 | 95,985 |
141,957,499 | 103,167,060 | 15,896 | 23,499 | 245,163,954 |
TSX: SXGC | ASX: SX2 | OTCQX: SXGCF
MANAGEMENT'S DISCUSSION AND ANALYSISFor the Nine Months Ended February 28, 2026
Dated: April 10, 2026
This management's discussion and analysis ("MD&A") has been prepared as at April 10, 2026 to help investors view the Company through management's lens, to understand not just what happened, but why it matters and how we are positioned going forward. It should be read in conjunction with the unaudited condensed consolidated interim financial statements and the accompanying notes for the nine months ended February 28, 2026 as well as the audited consolidated financial statements and MD&A for the year ended May 31, 2025 for Southern Cross Gold Consolidated Ltd. ("SXGC" or the "Company").
The following disclosure and associated financial statements are presented in accordance with the International Financial Reporting Standards ("IFRS"). Calendar Year and Fiscal Year are referenced throughout the document by "CY" and "FY" respectively. Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars unless otherwise disclosed.
-
QUARTER IN CONTEXT
Message from Management
Regulatory Milestone
Q3 FY2026 marked the transition from planning to execution at Sunday Creek. Following receipt of the Work Plan approval for the exploration decline on 26 November 2025 - announced by the Victorian Premier at the CEDA economic forum with critical minerals named as one of the State's key economic pillars - the Company commenced construction during the quarter.
Lincolns Earthmoving mobilised to site in January 2026 and is progressing surface earthworks including clearing, water storage dams, waste rock facilities, and supporting infrastructure. Pybar was selected as the preferred underground contractor and received Board approval in March, with underground development targeted to commence in June 2026. The 1,000 m exploration decline is on track for completion in December 2026, with the first underground drill platform targeted for October 2026.
Upon completion, up to 12 underground drill rigs are proposed to be deployed alongside our current 10 (+2) surface rigs, creating a substantial pre-development drill program with up to 24 rigs operating concurrently. The appointments of Ryan Austerberry as COO and Joe Seppelt as Head of Technology & Processing during the period materially strengthen the Company's execution capability for the next phase of development.
Drilling Program Summary
Ten drill rigs are currently operational on the Sunday Creek project, with an additional rig mobilising Q2 CY2026. Two of these rigs are dedicated to regional exploration. Results are pending from 49 holes currently being processed and analyzed. The Company continues its 200,000 m drill program through Q1 CY2027 with the aim to announce a maiden resource during Q1 CY2027.
The convergence of Golden Dyke and Rising Sun into a single connected system, combined with continued depth extensions at Apollo and the receipt of Work Plan approval for underground access, positions Sunday Creek for accelerated resource definition in CY2026.
Subsequent to quarter end, the Company announced results from the deepest drill hole completed on the project to date. SDDSC194W1, a deep control hole at Golden Dyke, intersected gold mineralization across approximately 28 m true thickness more than 460 metres below the known mineralized footprint, confirming the host sequence persists at depth with at least 50% additional vertical space below the current drilled envelope. A second deep hole targeting close to two kilometres depth is underway.
As at April 09, 2026, the Company has reported 249 drill holes for 116,390 m of drilling at Sunday Creek. At 1 m (down hole length) @ 5 g/t AuEq lower cut the project has delivered to date:
Gold downhole composites intersections:
81 exceeding 100 g/t Au (up to 3,511 g/t Au over 0.7 m)
72 between 50-100 g/t Au
Antimony downhole composite intersections:
101 exceeding 10% Sb (up to 47.5% Sb over 0.6 m)
Financially, the Company deployed $19.6 million during the nine months ended February 28, 2026 across drilling, decline preparation, and regional exploration, ending the quarter with $123.2 million in cash, providing a robust runway through resource establishment and PEA completion. The Company is advancing strategic midstream antimony engagement with the Victorian State government, Japan and the USA.
Key Themes This QuarterManagement identified three themes that defined this quarter and will continue to shape performance:
Development Acceleration: Surface earthworks commenced in January with Lincolns Earthmoving mobilised to site, and the Board approved the preferred underground decline contractor in March. The decline is on track for underground entry in June 2026 and completion in December 2026, with the first underground drill platform targeted for October 2026. The appointment of Joe Seppelt as Head of Technology & Processing and Ryan Austerberry as COO materially strengthens the Company's execution capability for the transition from explorer to developer.
Project Growth & Drilling Momentum: Ten drill rigs are operating with the 200,000 m program aiming for a maiden resource in Q1 CY2027. The quarter delivered confirmation that Golden Dyke and Rising Sun form a single connected system, a 200 m western extension of Golden Dyke with 16 new vein sets identified, and continued high-grade intercepts at depth across all prospects - including a notable composite intersection at Golden Dyke (12.2 m @ 33.3 g/t AuEq in SDDSC188). An updated Exploration Target is planned for Q2 CY2026.
Capital Markets & Strategic Positioning: The Company filed a C$700M base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario, was added to the MVIS Global Junior Gold Miners Index (GDXJ) and FTSE Gold Mines Index effective March 20, 2026, and lodged a US EXIM Bank Letter of Intent application. These milestones reflect the Company's transition to institutional-grade
capital markets infrastructure and position SXGC to finance the build in this current metals cycle.
Investment HighlightsMetric
Value
Management View
Exploration Target*
2.2-3.2 Moz @ 8.3-10.6 g/t
AuEq
Western gold-antimony mineralisation
Cash Position
$123.2 million
Fully funded to Inferred Resource & PEA
Drilling Completed (Cumulative)
116,390 m
Substantial drill program underway
High-Grade Intercepts
81 intercepts >100 g/t Au
Strong exploration results
Mineralized Trend
11+ km
<10% tested to date
Freehold Land
1,392 Ha
Strategic ownership around project
*The potential quantity and grade of the Exploration Target is conceptual in nature and therefore is an approximation. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Target has been completed in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition ("JORC") and NI 43-101.
-
OPERATING ENVIRONMENT
Industry Context
Gold market: Gold prices increased during the quarter, with spot gold averaging US$4,681/oz. The Company's high grades potentially position Sunday Creek favourably. Importantly, Sunday Creek can be advanced primarily on gold economics (approximately 80% of recoverable value), reducing antimony-related market risks while maintaining strategic supply potential.
Antimony market: According to the China Shanghai Changjiang Antimony Grade 1 spot price, antimony closed at CNY 170,000/mt (approximately US$24,700/mt at current exchange rates of ~6.9 USD/CNY) on April 05 2026. The price remains down 20.2% on a rolling 12-month basis.
Antimony has experienced an extraordinary surge since mid-CY2024, rising from approximately CNY 60,000/mt (the long-term average from CY2003-2025) to a peak of nearly CNY 250,000/mt (~US$35,700/mt) in late CY2025-representing a more than four-fold increase from the 20-year average. Following this peak, prices have corrected to current levels around CNY 170,000/mt but remain approximately 2.8 times higher than the historical average of ~CNY 60,000/mt.
This price surge was triggered by China's announcement in August 2024 of export restrictions on antimony and antimony products, effective September 15, 2024, which has placed significant pressure on Western defence and semiconductor supply chains.
Victorian mining environment: In November 2025 the Victorian Regulator approved the Sunday Creek Exploration Decline Work Plan, which will be implemented over a four-month period, and this approval, along with four mines receiving key permits in CY2025, reflects the constructive permitting environment in Victoria. The state hosts globally leading operations including Agnico Eagle's Fosterville mine (the world's highest-grade underground gold mine CY2018-2021) and Alkane Resources' Costerfield (largest Western antimony producer).
Strategic PositioningThe Company's membership of the US Defense Industrial Base Consortium (DIBC) and Australia's AUKUS-related legislative changes position the Company as a potential key Western antimony supplier:
Proximity to established processing infrastructure, historically ore from Sunday Creek was processed at Costerfield, 54 km northwest.
Stage 2 metallurgical test work demonstrating 92-96% gold recovery and successful selective flotation producing high-grade, low-arsenic antimony-gold concentrate.
Strategic freehold land ownership of 1,392 hectares securing the project footprint.
Location 60 km north of Melbourne with excellent infrastructure access.
-
STRATEGY EXECUTION
Strategic Priorities & Progress
The Company's strategy centres on three priorities. This section tracks progress against each:
Priority 1: Resource Definition
Objective: Establish Inferred Mineral Resource by Q1 CY2027.
Progress this quarter: 12,572 m of surface drilling completed in Q3 at a cost of A$318/m, with 43,160 m drilled across the first nine months of FY2026 at A$286/m. Drilling across Rising Sun, Golden Dyke, Apollo and Christina continues to deliver high-grade intercepts. The current Exploration Target released in March 2025 contains 2.2-3.2 Moz @ 8.3-10.6 g/t AuEq.
The potential quantity and grade of the Exploration Target is conceptual in nature and therefore is an approximation. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Target has been completed in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition ("JORC") and NI 43-101.
On track: Yes. Drilling program progressing to plan, with 10 surface rigs currently operating and an additional rig being mobilized in Q2 CY2026.
Priority 2: Development Advancement
Objective: Commence underground decline construction with surface works during January 2026.
Progress this quarter: Surface earthworks commenced in January 2026, whilst a preferred underground decline contractor received Board approval in March 2026. Contract finalisation and mobilisation planning are underway, targeting commencement of underground development in June 2026.
On track: Yes. Excavation of box cut to commence April 2026.
Priority 3: Strategic Value Realization
Objective: Position Sunday Creek as critical Western antimony supply source.
Progress this quarter: Stage 2 metallurgical test work was completed in August 2025, demonstrating successful selective flotation technology producing high-grade, low-arsenic antimony-gold concentrate. DIBC membership maintained. Antimony exempt from US reciprocal tariffs. During Q3 FY2026, the Company filed a C$700 million base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario, was added to the MVIS Global Junior Gold Miners Index (GDXJ) and the FTSE Gold Mines Index effective March 20, 2026 and lodged a US EXIM Bank Letter of Intent.
On track: Yes. Technical and strategic foundations in place.
Milestone TrackerThe following table tracks key milestones with status updated each quarter:
Milestone
Target
Status
Commentary
Work Plan Approval
Nov 26 2025
Approved November 26 2025
Decline Construction Start
Jan, 2026
Surface works commenced in January 2026. Underground contractor commencing work in June 2026, completion slated for December 2026.
Inferred Resource
Q1 CY2027
On Track
Surface drilling ongoing with 10 rigs + underground drilling on decline completion Q3/4 CY2026
Preliminary Economic Assessment
Q2 CY2027
Pre-work
$0.3 million invested in first 9 months of FY2026
ACHIEVED
ACHIEVED
-
FINANCIAL PERFORMANCE
Results and Capital Management Overview
The Company is in the exploration and pre-development stage and does not generate operating revenue. The Company recorded a net loss of $2.2 million for the nine months ended February 28, 2026 compared to a loss of $5.5 million for the nine months ended February 28, 2025.
Expenditure SummaryThe Company finished the February 2026 quarter with $123.2 million in cash at bank inclusive of short-term term deposits (June 1, 2025: $151.2 million). Net expenditures for the nine months ended February 28, 2026 was $28.0 million.
Expenditure
Q1 FY2026
($ Millions)
Q2 FY2026
($ Millions)
Q3 FY2026
($ Millions)
YTD FY2026
($ Millions)
Interest earned and other
0.8
1.5
1.7
4.0
Drilling - Inferred Resource
(4.5)
(5.8)
(5.1)
(15.4)
Decline Development
(1.0)
(0.5)
(1.4)
(2.9)
PEA Studies
(0.0)
(0.1)
(0.1)
(0.3)
Regional Exploration
(0.1)
(0.4)
(0.8)
(1.3)
Expenditure
Q1 FY2026
($ Millions)
Q2 FY2026
($ Millions)
Q3 FY2026
($ Millions)
YTD FY2026
($ Millions)
Property & Equipment
(0.3)
(0.1)
(0.4)
(0.7)
Farming Operations
(0.1)
(0.5)
(0.2)
(0.8)
Land Purchases
(4.0)
(4.9)
(1.2)
(10.1)
G&A
(1.2)
(1.9)
(1.6)
(4.6)
Group Expenditures
(10.4)
(12.7)
(9.0)
(32.1)
Rehabilitation bonding
-
-
(1.8)
(1.8)
Working capital & FX adjustments
0.3
1.9
3.6
5.9
Net Expenditures
(10.0)
(10.8)
(7.2)
(28.0)
Note: A$ amounts converted at quarterly average exchange rates (Q1: 1AUD:0.8934CAD; Q2: 1AUD:0.9035CAD; Q3: 1AUD:0.9374CAD).
Capital Deployment AnalysisKey areas of investment during the nine months ended February 28, 2026 reflect the Company's strategic priorities:
$15.4 million on diamond drilling and associated geology costs across Rising Sun, Golden Dyke, Apollo and Christina - 43,160 m completed at an all-in cost of $286/m.
$2.9 million on decline permitting and pre-construction preparation, ensuring compliance with the approved Work Plan.
$1.3 million on regional exploration focused on identifying the next Sunday Creek -
investment expected to increase in coming quarters.
$1.5 million related to property improvements at the project to improve pastures, fences, sheds and houses owned by the Company.
$0.3 million in PEA pre-work focused on mine design and metallurgy.
$14.7 million in G&A inclusive of strategic land purchases in the immediate vicinity of the project.
Quarterly Results SummaryFY2026
FY2025
FY2024
Q3/2026 (Feb 28 26)
$
Q2/2026 (Nov 30 25)
$
Q1/2026 (Aug 31 25)
$
Q4/2025 (May 31 25)
$
Q3/2025 (Feb 28 25)
$
Q2/2025 (Nov 30 24)
$
Q1/2025 (Aug 31 24)
$
Q4/2024 (May 31 24)
$
Revenue
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Loss for the period
(591,021)
(686,716)
(925,512)
(2,539,283)
(2,434,164)
(2,412,727)
(687,835)
(1,454,478)
Total comprehensive Income/(loss)
10,931,236
2,364,453
1,919,497
(3,240,710)
(2,785,743)
(2,986,373)
(545,134)
(1,756,175)
Income/(loss) per share (basic and diluted)
(0.00)
(0.00)
(0.00)
(0.02)
(0.02)
(0.02)
(0.00)
(0.01)
Working capital
120,974,138
128,118,940
139,951,604
148,767,628
14,756,360
5,425,387
11,625,413
14,384,726
Total assets
262,425,749
250,480,048
246,976,218
245,163,954
105,220,669
39,263,268
42,083,125
40,409,261
FY2026
FY2025
FY2024
Q3/2026 (Feb 28 26)
$
Q2/2026 (Nov 30 25)
$
Q1/2026 (Aug 31 25)
$
Q4/2025 (May 31 25)
$
Q3/2025 (Feb 28 25)
$
Q2/2025 (Nov 30 24)
$
Q1/2025 (Aug 31 24)
$
Q4/2024 (May 31 24)
$
Total long-term liabilities
(1,079,223)
(990,779)
(1,003,207)
(1,066,806)
(618,242)
(651,826)
(673,080)
(103,519)
As at the date of this MD&A, the Company has not earned any production revenue, nor found proved reserves on any of its unproven mineral interests; therefore, the expenses are not subject to seasonal fluctuations or general trends. The Company's expenses and cash requirements will fluctuate from period to period depending on the level of activity and, therefore, lack some degree of comparability. The Company's quarterly results may be affected by many factors such as timing of exploration activity, share-based payment costs, marketing activities and other factors that affect Company's exploration and financing activities. Furthermore, the Company's net loss/income may also be affected by the current fair value of its investments held.
Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025
During the three months ended February 28, 2026 ("Q3/2026") the Company reported a net loss of
$591,021 compared to a net loss of $2,434,164 for the three months ended February 28, 2025
("Q3/2025"), a decrease in loss of $1,843,143. Significant fluctuations were reported in the following:
An increase in general and administrative expenses to $1,830,794 during Q3/2026 compared to $997,440 during Q3/2025 primarily in salaries and benefits;
An increase in interest income to $1,043,768 during Q3/2026 compared to $12,016 during Q3/2025 due to increased levels of cash held during the 2026 period; and
The prior period recognition of $613,577 for corporate restructuring costs in Q3/2025. The costs related to the Scheme Implementation Agreement with Southern Cross Gold Ltd. (SXG AUS).
Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025
During the nine months ended February 28, 2026 (the "2026 period") the Company reported a net loss of $2,203,249 compared to a net loss of $5,534,726 for the nine months ended February 28, 2025 (the "2025 period") a decrease in loss of $3,331,477. The decrease in loss was attributed to:
an increase in interest income of $3,336,016 (from $82,579 in the 2025 period to $3,418,595 in the 2026 period), reflecting the significantly higher cash balances maintained throughout the 2026 period; and
The prior period (2025) recognition of $2,555,232 for corporate restructuring costs.
Exploration and Evaluation Assets
As at February 28, 2026
Acquisition cost
$
Deferred Exploration Costs
$
Foreign Exchange Movement
$
Total
$
Sunday Creek
42,754,936
46,977,617
10,350,802
100,083,355
Redcastle
284,794
2,841,804
(6,669)
3,119,929
Total
43,039,730
49,819,421
10,344,133
103,203,284
As at November 30, 2025
Acquisition cost
$
Deferred Exploration Costs
$
Foreign Exchange Movement
$
Total
$
Sunday Creek
42,754,936
40,018,617
4,734,906
87,508,459
Redcastle
284,794
2,308,096
(183,905)
2,408,985
Total
43,039,730
42,326,713
4,551,001
89,917,444
As at August 31, 2025
Acquisition cost
$
Deferred Exploration Costs
$
Foreign Exchange Movement
$
Total
$
Sunday Creek
42,754,936
33,171,625
3,279,218
79,205,779
Redcastle
284,794
2,177,014
(225,317)
2,236,491
Total
43,039,730
35,348,639
3,053,901
81,442,270
During the nine months ended February 28, 2026 the Company incurred a total of $16,721,924 (2025
- $49,136,780) on the acquisition, exploration and evaluation of its unproven resource assets on its Australian properties net of foreign exchange movement.
-
LIQUIDITY
Liquidity Position
As at February 28, 2026, the Company had cash and cash equivalents of $123.2 million and an accounts payable position (trade and accrued liabilities) of $3.4 million.
Cash runway: Based on current deployment rates of approximately $10 million per quarter, the Company has sufficient cash to fund operations through resource establishment (Q1 CY2027) and PEA completion (by Q2 CY2027).
Ability to fund activities: Management considers the Company has adequate resources to maintain operations, conduct planned exploration and development programs, and discharge obligations as they become due. The Company does not have debt obligations.
Defaults or arrears: The Company has no defaults or arrears on any debt, lease payments, dividends, or other obligations.
Contractual ObligationsAs at February 28, 2026, contractual obligations related to liabilities from continuing operations were as follows:
Use of ProceedsLess than 1 year
$
1 to 5 years
$
Greater than 5 years
$
Total
$
Accounts payable and accrued liabilities
3,441,851
-
-
3,441,851
Lease liabilities
254,626
787,833
291,390
1,333,850
Total
3,696,477
787,833
291,390
4,775,701
In May 2025, the Company completed a private placement raising gross proceeds of $143 million. The following table compares the intended use of proceeds as disclosed at the time of the offering with actual expenditures to February 28, 2026:
Use of Proceeds
Intended ($M)
Spent to Feb 28 2026 ($M)
Variance
Drilling for Inferred Resource
53
15.4
On plan
1km Decline Development
27
2.9
On plan
PEA Study
4
0.3
On plan
Regional Exploration, Land, G&A
59
17.6
On plan
Total
143
36.1
On plan
The Company is deploying funds in accordance with the stated use of proceeds. Within the Regional Exploration, Land & G&A category, $10.1 million has been invested in strategic land acquisitions,
$1.3 million in regional exploration, $0.7 million in plant and property improvements, $0.8 million in farming operations, and $4.6 million in G&A. The three-year deployment timeline allows for measured capital allocation aligned with key milestones.
-
RISKS & OUTLOOK
Risk Assessment
The following risks have been identified or updated based on current operating conditions:
Evolving Risks This Quarter
Decline Construction Execution: With Work Plan approval received, execution risk shifted to construction phase. Management is mitigating this through engagement of experienced mining contractors familiar with Victorian underground operations.
Global Antimony Supply Dynamics: While China's export restrictions enhance Sunday Creek's strategic positioning, antimony price volatility remains a consideration. The Company's strategy to develop primarily on gold economics provides partial mitigation.
Principal Ongoing Risks
The Company's principal risks remain: exploration risk, commodity price volatility, permitting and regulatory risk, financing risk, and environmental and social risk. For comprehensive discussion, refer to the Company's Annual Information Form on SEDAR+.
OutlookNear-Term Focus (Next 6 Months)
Complete surface earthworks and enabling infrastructure, commence underground decline development in June 2026, targeting first underground drill platform by October 2026, with decline completion by December 2026.
Continue surface drilling program with eleven rigs operating and additional rigs mobilising, aiming for Q1 CY2027 maiden MRE.
Advance regional exploration across the 12 km mineralised trend - Tonstal drilling underway
Release updated Exploration Target in Q2 CY2026.
Continue deep control drilling program - second deep hole targeting close to two kilometres depth is underway following confirmation of gold mineralization 460 m below the Golden Dyke footprint.
Progress government antimony midstream processing partnership discussions with the Victorian and Australian governments and international partners.
Medium-Term Direction (12-24 Months)
The Company's medium-term direction centres on three concurrent workstreams: establishing an Inferred Mineral Resource by Q1 CY2027 and completing a Preliminary Economic Assessment and commencing environmental baseline data collection to support the longer-term full-scale build (Program 2). Underground drilling from the decline (up to 12 rigs) will supplement surface drilling (10 rigs now with 2 additional surface rigs planned during 2026), providing for Australia's largest pre-development drill program with up to 24 rigs operating concurrently. The Company's capital markets infrastructure - including the C$700M base shelf prospectus and GDXJ/FTSE index inclusion -positions SXGC to finance the build in this current metals cycle.
-
PROJECT UPDATE
Sunday Creek Project
The Sunday Creek Gold-Antimony Project is located approximately 60 km north of Melbourne in Victoria, Australia. The project is the Company's material property and sole reportable segment. It is contained within 16,900 hectares of granted exploration tenements and one granted retention licence, with the Company owning 1,392 hectares of strategic freehold land.
Geologically, Sunday Creek is a shallow orogenic (epizonal) Fosterville-style deposit located within the Melbourne Structural Zone in the Lachlan Fold Belt. The mineralization forms in a 'Golden Ladder' structure where gold and antimony occur in relay vein sets cutting across a steeply dipping zone of intensely altered volcanic and sedimentary rocks, with individual vein sets extending from surface to over 1,100 m.
Drilling ProgramAs at April 09, 2026, the Company has reported 249 drill holes for 116,390 m of drilling at Sunday Creek. At 1 m (down hole length) @ 5 g/t AuEq lower cut the project has delivered to date:
Gold downhole composites intersections:
81 exceeding 100 g/t Au (up to 3,511 g/t Au over 0.7 m)
72 between 50-100 g/t Au
Antimony downhole composite intersections:
101 exceeding 10% Sb (up to 47.5% Sb over 0.6 m)
The Company released 20 holes over the quarter which delivered high-grade results across all prospects.
Golden Dyke - Rising Sun: A Single Connected System
The quarter's most significant geological development was confirmation that Golden Dyke and Rising Sun form part of the same large-scale mineralized system and the extension of Golden Dyke significantly to the west.
Hole SDDSC188 (January 6, 2026) delivered a notable composite intersection at Golden Dyke:
12.2 m @ 33.3 g/t AuEq (32.4 g/t Au, 0.4% Sb) from 447.0 m, including a high-grade individual assay at Golden Dyke of 0.2 m @ 1,050 g/t Au from 452.72 m. This hole intersected eight vein sets, including two new vein sets (GD82 and GD83) located outside the current Exploration Target, achieving a 50-70 m step-down.
SDDSC208 achieved a 200 m horizontal step-out extension between Golden Dyke and Christina with a standout intersection of 1.8 m @ 80.5 g/t AuEq (79.9 g/t Au, 0.2% Sb) from 649.4 m, with four individual assays exceeding 100 g/t Au, including 309 g/t Au over 0.47 m. The hole intersected multiple vein sets beyond the current exploration target, expanding the known extent of the mineralized system and continuing to link mineralization from Golden Dyke across to Christina.
Golden Dyke now exhibits the same characteristics observed at Rising Sun: high-grade tenor, frequent visible gold occurrences, and elevated antimony values. The critical distinction is that Golden Dyke has only been defined with confidence down to 600 m below surface and has considerably less drilling than Rising Sun.
Golden Dyke: Deep Control Hole - Subsequent Event
Subsequent to quarter end, hole SDDSC194W1 - the deepest hole completed on the project - intersected gold mineralization 460 metres below the known Golden Dyke footprint at 1,236 m below surface. The hole returned 66 m downhole (approximately 28 m true width) of altered dyke and sediment with anomalous gold throughout, including 6.6 m @ 1.0 g/t Au from 1,389.4 m with a peak of 5.4 g/t Au over 0.9 m. Arsenic-to-antimony ratios confirm the intersection sits within the sulphosalt zone and the brittle-ductile transition, consistent with the epizonal model at depth. The host sequence is comparable in thickness to intervals above, confirming the system is repeatable and fertile at depth. This result demonstrates at least 50% additional vertical space exists below the current drilled envelope, and a second deep hole targeting close to two kilometres is now underway.
Rising Sun: Drilling Update
Four holes reported on January 28, 2026 delivered high-grade results, with SDDSC196 intersecting 16 vein sets across 559 m mineralised corridor downhole, averaging 559 m @ 2.5 g/t AuEq (2.1 g/t Au, 0.2% Sb) uncut, including a standout 1.3 m @ 670.4 g/t AuEq (670.2 g/t Au, 0.1% Sb) from
869.2 m - the 7th highest intercept on the project - confirming that ultra-high-grade gold persists at depth. A record project antimony assay of 0.16 m @ 65.9% Sb (plus 78.5 g/t Au) was also intersected.
Apollo East: Grade Improvement at Depth Apollo Deeps: System Remains Open
Hole SDDSC192 (December 17, 2025), the deepest east-west oriented hole drilled into the Apollo prospect to date, returned 3.6 m @ 14.7 g/t AuEq (14.6 g/t Au) from 708.6 m including 0.21 m @ 236 g/t Au. This result stepped down 60 m at Apollo East and 80 m at Apollo Deeps, demonstrating the system remains robust and open at depth.
Structural Framework
At least 115 individual "rungs" of the Golden Ladder structure have now been defined across the 1,550 m strike from Christina to Apollo, with high-grade intercepts ranging from 20 g/t Au to >7,330 g/t Au. The quarter's drilling continues to demonstrate that grade improves at depth-a characteristic of epizonal gold-antimony systems-with the deepest holes consistently returning high-grade values.
Other Properties
Redcastle: Located 120 km north of Melbourne along strike from Alkane's Costerfield mine, with
40,000 historic gold workings. Two drill holes drilled from December 2025.
Community & SafetyThe Company maintains an active community engagement program centred on transparent communication with neighbours and the broader local community. During Q3 FY2026, engagement activities included:
75 face-to-face meetings or phone calls with immediate neighbours providing operational updates
92 direct communications with residents via text, calls, or email
48 public site tours and 52 private tours including industry groups and diplomatic representatives
Community engagement reached over 6,000 people across local events and sponsorships.
Community grants program awarding 5 grants to local organisations
Quarterly newsletters distributed to approximately 650 households in Clonbinane and surrounding areas
Weekly operational updates to the independent Community Reference Group (CRG), which meets quarterly with Resources Victoria and Mitchell Shire Council observers in attendance
The Company undertakes regular attended noise monitoring (11 rounds during the Q3 FY2026) to ensure compliance with environmental conditions. A formal complaints process is in place with all matters investigated and responded to.
Safety performance remains strong with no lost time or recordable injuries during the period. The appointment of Ryan Austerberry as COO in December 2025 further strengthened operational and safety leadership during the period.
- ADDITIONAL DISCLOSURES
As of the date of this MD&A the directors and officers of the Company are as follows: Tom Eadie Director, Non-Executive Chairman
Michael Hudson President & CEO and Managing Director David Henstridge Director
Georgina Carnegie Director
Ian Smith Director (appointed January 26, 2026) Michael Frame Chief Financial Officer
Ryan Austerberry Chief Operating Officer (commenced December 1, 2025) Mariana Bermudez Corporate Secretary
Off-Balance Sheet ArrangementsThe Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its financial performance or financial condition.
Proposed TransactionsThe Company has no proposed transactions.
Critical Accounting EstimatesThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Examples of significant estimates made by management include estimating the fair values of financial instruments and assumptions used for share-based compensation. Actual results may differ from those estimates.
A detailed summary of the Company's critical accounting estimates and sources of estimation is
included in Note 3 to the May 31, 2025 audited annual consolidated financial statements.
Changes in Accounting PoliciesThere were no changes to accounting policies.
A detailed summary of all the Company's significant accounting policies and accounting standards and interpretations issued but not yet effective, is included in Note 3 to the May 31, 2025 audited annual consolidated financial statements.
Related Party TransactionsA number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period. The Company has determined that key management personnel consists of members of the Company's Board of Directors and its executive officers.
Nine Months Ended | ||
Feb 28, 2026 $ | Feb 28, 2025 $ | |
Salaries and consulting fees | 1,076,447 | 386,795 |
Share based compensation | 123,790 | Nil |
During the nine months ended February 28, 2026 the Company incurred a total of $1,076,447 (2025 - $386,795) to current and former key management personnel of the Company for salaries and fees. These amounts have been expensed to administration and corporate costs.
During the nine months ended February 28, 2026 the Company also recorded $123,790 (2025
- $nil) share-based compensation on the vesting of RSUs.
During the nine months ended February 28, 2026 the Company incurred a total of $42,500 (2025 - $57,500) with Chase Management Ltd. ("Chase"), a private corporation owned by the former CFO of the Company, for accounting and administration services provided by Chase personnel, excluding the former CFO, and $1,675 (2025 - $3,015) for rent prior to the former CFO's resignation. As at February 28, 2026 $335 (May 31, 2025 - $9,170) remained unpaid and has been included in accounts payable and accrued liabilities.
Effective April 28, 2025 the Company entered into an office lease agreement in Kilmore with the family trust of the Company's Chief Executive Officer for a term of five years plus a three-year renewal option, at AUD $7,890 per month. The office lease and price was negotiated by an independent real estate agency with the lease based on the market price for comparable real estate in Kilmore.
The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral concessions, claims and other interests, as well as for the recruitment and retention of qualified employees.
The Company believes that it is in compliance in all material regulations applicable to its exploration activities. Existing and possible future environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Before production can commence on any properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals can be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.
Outstanding Share DataThe Company's authorized share capital is unlimited common shares without par value. As at March
31, 2026 there were 259,490,521 issued and outstanding common shares. In addition, there were:
700,000 share options outstanding, at an exercise price of $3.38 per share;
10,470,000 share options outstanding, at exercise prices ranging from AUD $0.30 to AUD
$1.20 per share; and
275,313 restricted share units ("RSUs") outstanding.
Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), as appropriate to permit timely decisions regarding
public disclosure.
The Company's management, including the CEO and CFO, have as at February 28, 2026, designed Disclosure Controls and Procedures (as defined in National Instrument 52-109 of the Canadian Securities Administrators), or caused them to be designed under their supervision, to provide reasonable assurance that material information relating to the issuer is made known to them by others, particularly during the period in which the interim or annual filings are being prepared; and information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.
Qualified/Competent PersonsThe scientific and technical information in this MD&A, including the information that relates to exploration results at Sunday Creek was prepared under the supervision of, or has been prepared, reviewed, verified and approved by Michael Hudson, President, CEO and Managing Director of SXGC, a qualified person as defined by the NI 43-101 and a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr. Hudson holds stock options and shares in the Company. Mr. Hudson has sufficient experience relevant to the style of mineralization and type of deposit under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Hudson consents to the inclusion in the MD&A of the matters based on his information in the form and context in which it appears.
The information that relates to the Exploration Target is extracted from the technical report titled NI 43-101 Technical Report, Sunday Creek Gold-Antimony Project, Victoria, Australia" and dated August 10, 2025, and issue date of January 20, 2026 (the "Technical Report") prepared for the Company by Kenneth Bush, a qualified person under NI 43-101. Mr. Bush is the Head of Exploration for the Company and holds shares in the Company. Mr. Bush has sufficient experience relevant to the style of mineralization and type of deposit under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Bush consents to the inclusion in the MD&A of the matters based on his information in the form and context in which it appears.
The Technical Report is available for download under the Company's profile on https://www.sedarplus.ca
and on the Company's website at https://www.southerncrossgold.com
The information in this MD&A that relates to the current Exploration Target for the Sunday Creek Project, which was first reported by the Company in a market announcement titled "Southern Cross Gold Doubles Exploration Target with Increasing Grade at Sunday Creek Gold-Antimony Project" dated March 3, 2025 (Vancouver time) is available on the Company's website at www.southerncrossgold.com, on SEDAR+ at www.sedarplus.ca and on the ASX website at www.asx.com.au.
Gold Equivalent CalculationSXGC considers that both gold and antimony that are included in the gold equivalent calculation ("AuEq") have reasonable potential to be recovered at Sunday Creek, given current geochemical understanding, historic production statistics and geologically analogous mining operations. Historically, ore from Sunday Creek was treated onsite or shipped to the Costerfield mine, located 54 km to the northwest of the project, for processing during WW1.
SXGC considers that it is appropriate to adopt the same gold equivalent variables as Mandalay Resources Ltd (now, Alkane Resources Limited) in its 2024 End of Year Mineral Reserves and Resources Press Release, dated February 20, 2025. The gold equivalence formula used by Mandalay Resources (now, Alkane Resources Limited) was calculated using Costerfield's 2024 production costs, using a gold price of US $2,500 per ounce, an antimony price of US $19,000 per tonne and 2024 total year metal recoveries of 91% for gold and 92% for antimony, and is as follows:
= (/) + 2.39 × (%).
Based on the latest Costerfield calculation and given the similar geological styles and historic toll treatment of Sunday Creek mineralization at Costerfield, SXGC considers that a = (/) +
2.39 × (%) is appropriate to use for the initial exploration targeting of gold-antimony mineralization at Sunday Creek.
The Company confirms that, as of the date of this MD&A, it is not aware of any new information or data that materially affects the information included in the original document/announcement and the Company confirms that the form and context in which the Competent Person's findings are presented have not materially modified from the original market announcement.
Forward-Looking Statements
This MD&A contains "forward-looking information" or "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are included to provide information about management's current expectations and plans that allow investors and others to have a better understanding of the Company's business plans and financial performance and condition. All statements, other than statements of historical fact included in this MD&A, regarding the Company's strategy, future operations, financial position, prospects, plans and objectives of management are forward- looking statements. Forward-looking statements are typically identified by words such as "plan", "expect", "estimate", "intend", "anticipate", "believe", or variations of such words and phrases or statements that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements include but are not limited to, material factors and assumptions relating to, and risks and uncertainties associated with, the availability of financing for activities when required and on acceptable terms, the accuracy of the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the consistency of future exploration, development or mining results with our expectations, metal price fluctuations, the achievement and maintenance of planned production rates, the accuracy of component costs of capital and operating cost estimates, current and future environmental and regulatory requirements, favourable governmental relations and support for the development and operation of mining projects, the threat associated with outbreaks of viruses and infectious diseases, risks related to negative publicity with respect to the Company or the mining industry in general, reliance on a single asset, the Company's ability to attract and retain key personnel, planned drill programs and results varying from expectations; litigation risks, the availability of permits and the timeliness of the permitting process, the Company's ability to obtain social acceptability from local communities,, dealings with nongovernmental organizations, the availability of shipping services, the availability of specialized vehicles and similar equipment, costs of remediation and mitigation, maintenance of title to our mineral properties, industrial accidents, equipment breakdowns, contractor's costs, remote site transportation costs, materials costs for remediation, labour disputes, the potential for delays in exploration or development activities, other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks and uncertainties, including those described under "Risk Factors" in the Company's most recent Annual Information Form. Although the Company believes its expectations are based upon reasonable assumptions and 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 not to be as anticipated, estimated or intended, as a result, the Company provides no assurance that forward-looking statements will prove to be accurate. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward looking statements. Except as required under applicable securities law, the Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the Company's expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company's plans and objectives and may not be appropriate for other purposes. Historical results of operations and trends that may be inferred from this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.
Additional Information
All of the Company's public disclosure filings, including its most recent Annual Information Form, management information circular, material change reports, press releases and other information, may be accessed via www.sedarplus.ca/ , via www.asx.com.au (under the symbol "SX2") or the Company's website at www.southerncrossgold.com Readers are urged to review these materials, including the Technical Report filed with respect to the Company's Sunday Creek Project.
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Disclaimer
Southern Cross Gold Consolidated Ltd. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 23:45 UTC.

















