CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

The following management discussion and analysis (MD&A) is management's assessment of the results and financial condition of CANEX Metals Inc. ("CANEX" or "the Company") for the year ended September 30, 2023. The information included in this MD&A, with an effective date of December 15, 2023, should be read in conjunction with the Consolidated Financial Statements as at and for the year ended September 30, 2023, and related notes thereto. CANEX Metal's common shares trade on the TSX Venture Exchange under the symbol "CANX". The Company's most recent filings are available on the System for Electronic Document Analysis and Retrieval ("SEDAR+") and can be accessed at www.sedarplus.ca.

The Company's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as at and for the year ended September 30, 2023. The Company has consistently applied the same accounting policies throughout all periods presented. The Company's accounting policies are provided in Note 3 "Summary of significant accounting policies" to the annual Consolidated Financial Statements at September 30, 2023. All dollar amounts are in Canadian dollars, unless otherwise noted.

The "Qualified Person" under the guidelines of National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") for CANEX Metals' exploration projects in the following MD&A is Dr. Shane Ebert, P. Geo., a Professional Geologist, registered in the Province of British Columbia and the President and Director of CANEX Metals. The scientific and technical information concerning such properties contained herein has been reviewed by Dr. Ebert.

Statements and/or financial forecasts that are unaudited and not historical, including without limitation, exploration budgets, data regarding potential mineralization, exploration results and future plans and objectives, are to be regarded as forward-looking statements that are subject to risks and uncertainties that can cause actual results to differ materially from those anticipated. Such risks and uncertainties include risks related to the Company's business including, but not limited to: general market and economic conditions, limited operating history, continued industry and public acceptance, regulatory compliance, potential liability claims, additional capital requirements and uncertainty of obtaining additional financing and dependence on key personnel. Actual exploration and administrative expenditures can differ from budget due to unforeseen circumstances, changes in the market place that will cause suppliers' prices to change, and additional findings that will dictate that the exploration plan be altered to result in more or less work.

All forward-looking information is stated as of the effective date of this document and is subject to change after this date. There can be no assurance that forward-looking information will prove to be accurate and future events and actual results could differ materially from those anticipated.

1. Principal Business of the Company

CANEX Metals, including its wholly owned subsidiary, Canexco Inc. ("Canexco"), is engaged exclusively in the business of mineral exploration and development and, as the Company has no mining operations and no earnings there from, it is considered to be in the exploration stage. The recoverability of the amounts comprising exploration and evaluation assets is dependent upon the existence of economically recoverable mineral reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the development of the mineral properties where necessary and upon future profitable production; or, alternatively, upon the Company's ability to recover its costs through a disposition of its interests. The Company's philosophy is to acquire projects at the grass roots level and advance them to a point where partners can be brought in to further the properties to the stage where a mine is commercially feasible, or the property can be sold outright.

The Company has no operating income and no earnings; exploration and operating activities are financed by the sale of common shares and warrants. None of the Company's mineral properties are in production. Consequently, the Company's net income is a limited indicator of its performance and potential.

1

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

2. Highlights - year ended September 30, 2023,

  • On November 29, 2023, subsequent to year end, the Company and it's 100% owned Arizona subsidiary CANEXCO Inc. announce the completion of the Excelsior Mine Property 100% purchase by issuing 8,694,170 CANEX shares and paying US$120,000 in cash as defined in the Amended Excelsior Mine Property Option Agreement.
  • On August 31, 2023, the Company successfully negotiated new terms under the Excelsior Mine Property Option Agreement. The parties agreed to remove all requirements to complete the Stage 2 and Stage 3 earn in obligations in exchange for a one-time share and cash payment. Under the amended agreement CANEX will earn a 100% interest in the Excelsior Mine Property in exchange for issuing 8,694,170 CANEX shares and paying US$120,000 in cash. The Vendors will retain a 1.5% net smelter royalty and CANEX retains a right of first refusal on the sale of the royalty. In addition, until August 31, 2030, should the Company be subject to any event that would impact the creditors rights that is not cured in 30 days, they will deliver the mine property back to the Vendor without encumbrance.
  • The Excelsior Mine Property consists of 11 lode mining claims and 2 patented mining claims covering 3 past producing historic gold mines located within the Company's larger Gold Range Project in Arizona. As outlined below, CANEX has drilled 72 holes into the main Excelsior deposit, defining a moderately dipping gold mineralized zone up to 400 meters long by 20 to 60 metres wide, that has been traced at least 100 metres down dip.
  • During 2023, the Company collected 387 soil and 95 rock samples, staked 17 new mining claims, and drilled 24 reverse circulation holes for 3150.9 metres of drilling. Surface mapping and sampling in 2023 expanded known gold anomalies and identified new drill targets, with the work culminating in a new drill discovery at WestGold.
  • The Company's fifth drill program began March 2023 and ended in late April 2023 with a total of 24 holes drilled for 3150.9 metres.
  • The fifth program focused on testing 3 new target areas, WestGold, zones parallel to Excelsior, and the new Shaft discovery, and infilling and expanding the Excelsior deposit. Highlights from this program include:
    o 0.7 g/t gold over 35 metres - Hole GR23-120 WestGold zone (press release 2023-05-8)o 0.2 g/t gold over 54.9 metres - Hole GR23-118 WestGold zone (press release 2023-05-8)o 4.1 g/t gold over 6.1 metres - Hole GR23-131 Excelsior zone (press release 2023-06-5)
    o 2.3 g/t gold over 3.1 metres - Hole GR23-127 East Excelsior target (press release 2023-06-5)
  • The results from the fourth program drilled in late 2022 also expanded known mineralized zones at the Eldorado, Excelsior, and Central Zones, and a new discovery at the Shaft zone was made. Highlights from the program, include:
    o 1.4 g/t gold over 6.1 metres - Hole GR22-97 New Zone East of Excelsior (press release 2022-12- 12)
    o 1.2 g/t gold over 12.19 metres - Hole GR22-90 Excelsior zone (press release 2022-09-6)
    o 0.7 g/t gold over 9.15 metres and 0.6 g/t gold over 18.29 metres, for a cumulative mineralized interval of 27.44 metres grading 0.6 g/t gold - Hole GR22-91 Central zone (press release 2022- 09-06)
    o 1.1 g/t gold over 27.4 - Hole GR22-110 Shaft zone (press release 2023-01-23)
  • Surface exploration conducted during Q4 2022 and Q1 2023 identified a new gold target at WestGold which was rapidly advanced to the drill stage.
  • On April 3, 2023, the Company closed a non-brokered private placement financing of 10,000,000 common shares at $0.06 per share for gross proceeds of $600,000. This financing allowed CANEX to increase the

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CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

fifth drill program from 15 to 24 holes. The additional capital was used to further test priority exploration and expansion targets, as well as provide funding for general working capital.

  • The Annual General Meeting was also held in May of 2023, where all five nominees, Dr Shane Ebert, Jean- Pierre Jutras, Lesley Hayes, Gregory Hanks and Blair Schultz were re-elected to the board of directors. Shareholders also approved fixing the number of directors at five, the appointment of BDO Canada LLP as auditors and ratified CANEX's stock option plan.

3. Mineral Properties

Gold Range Property, Arizona, USA

The Gold Range Property is in Northern Arizona within an area that has seen historic lode and placer gold production but limited modern gold exploration. Since assembling the Gold Range property as a grass roots exploration target, the Company has conducted extensive surface mapping, flown a drone magnetic survey, conducted a LiDAR and air photo survey, collected over 930 surface rock samples, over 3600 surface soil samples, staked 246 claims, conducted positive bottle roll metallurgical test work, and drilled 15,412 metres in 138 holes. Ongoing surface exploration is adding to the Company's understanding of existing targets and continually identifying new ones which will be systematically advanced, prioritized and drill tested.

Exploration programs, including surface sampling, mapping and drill testing, conducted during fiscal 2022 and the first three quarters of fiscal 2023 identified multiple large gold exploration targets in the 4-kilometre- long mineralized corridor stretching from the Eldorado to Excelsior to WestGold Zones The Eldorado to WestGold trend defines a structurally controlled mineralized corridor with both high grade and bulk tonnage styles of gold mineralization, and initial drill testing has returned multiple intercepts of oxide gold mineralization starting at surface. During the January 2023 field program, 17 claims were staked to secure additional ground adjacent to the Shaft target.

After having received all of the necessary permitting and new data from recent exploration programs, the fifth drill program commenced during March, 2023 and was completed late April, 2023. The drill program focused on testing the three new target areas recently defined, including WestGold, the zones parallel to Excelsior, and the new Shaft discovery. The WestGold target contains the largest and highest grade gold in soil anomaly defined on the Gold Range property to date and the Company's drill test of that target has resulted in a new and potentially very significant gold discovery that will be an important focus for the Company moving forward.

During Q2 2023, the Company also initiated and completed a LiDar and air photo survey covering the Gold Range property. This high quality and detailed topographic and photo data is useful for ongoing exploration, Engineering, and permitting and compliance.

On October 24, 2022, the Company acquired one lode mining claim located adjacent to the WestGold Zone (Never Get Left Prospect claim) (16.52 acres) for total consideration of US$20,000 ($27,444).

On February 7, 2023, the Company made a US$20,000 ($27,304) option payment in respect of the Never Get Left Claim in accordance with the terms of the option agreement. For more information, refer to Section 3) "Mineral properties - Gold Range, Arizona, USA" outlined below.

Key exploration events at Gold Range include:

  1. Option agreement signed on 3 key claims over a new gold discovery - June 2019 o CANEX stakes 11 claims surrounding the new gold discovery - June 2019
    o CANEX stakes 23 additional claims - October 2019
    o Trenching and Drilling permits received - October 2019
    o Trenching and mapping program conducted - October 2019 o CANEX stakes 32 additional claims - November 2019
    o Drone airborne magnetic survey results received - January 2020 o CANEX stakes 73 additional claims - January 2020

3

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

  1. Amended exploration permit received - February 2020 o CANEX options Never Get Left Claim - February 2020
    o Field mapping, prospecting, and soil sampling conducted - Feb to May 2020 o Field mapping and soil sampling conducted - July to August 2020
    o Drill program conducted - August to September 2020 o CANEX stakes 47 additional claims - November 2020
    o Second drill program conducted - January 28 to March 1, 2021
    o Results from the second drill program released - April 15 to July 6, 2021 o Excelsior Mine Property definitive option agreement signed - June 2, 2021 o Results from metallurgical bottle roll testing - September 8, 2021
    o Third drill program conducted - September, 2021 - March, 2022 o Results from surface sampling and mapping - March, 2022
    o Results from the third drill program - December, 2021 to June, 2022
    o Fourth drill program conducted - Commencing May, 2022 - paused as of mid-July 2022 o Acquisition of "Never Get Left Prospect" claim - October 24, 2022
    o Results from surface sampling conducted during Q4 2022 - November 22, 2022 o Results from fourth drill program released - December, 2022 to January 2023
    o Preliminary surface sampling and mapping of the WestGold target - December 2022 o CANEX stakes 17 additional claims - January 2023
    o Surface exploration program, Shaft and WestGold targets - January 2023 o Fifth drill program conducted - March 2023 - April 2023
    o The Company acquired 100% ownership in Excelsior property - November 29, 2023

At September 30, 2023 the Company holds 261 lode mining claims and 2 patented claims (approx. 1650 hectares) in respect of the Gold Range Property, which includes claims under option and claims acquired by staking. The area has seen historic lode and placer gold production but limited systematic modern lode gold exploration. The gross costs and impairments recorded to the Gold Range Property at September 30, 2023 are $5,053,585 and $nil, respectively (September 30, 2022 - $3,913,041 and $nil).

CANEX first became interested in the Gold Range property in 2019, following the discovery of a quartz vein containing abundant visible gold by a local prospector in an area termed the Discovery Zone. Subsequent mapping and soil and rock sampling identified a 1000-metre-long linear trend of historic workings and exposed quartz veins centered around the Adit zone. Additional programs of surface sampling and mapping, trenching, and airborne magnetic surveying resulted in further expansion of the claim holdings and the recognition of multi kilometre scale mineralized trends.

The first drill program on the property was conducted in 2020 and resulted in a new oxide gold bulk tonnage target being identified at the Eldorado zone highlighted by hole GR20-9 which returned 0.9 g/t gold over 27.4 metres from surface. In early 2021 an additional 15 holes were drilled into the Eldorado discovery, 14 holes were drilled into the recently acquired Excelsior target, and 5 additional holes tested targets along the 2.5 kilometre trend between Eldorado and Excelsior. Metallurgical test work was conducted on 8 bottle roll samples from drill holes at Eldorado and Excelsior achieving final cyanide soluble gold recoveries ranging from 94 to 99%, averaging 97%. The test work showed rapid leach kinetics with the majority of gold extracted with the first 6 hours, and maximum extraction almost complete within 24 hours. These exceptional preliminary recoveries demonstrate that the system could be amenable to heap leach processing and significantly de-risk the bulk tonnage oxide heap-leach concept at Gold Range.

Additional drilling and further claim acquisition in 2022 further defined the known gold zones and expanded the Gold Range property, with a focus on delineating the Excelsior zone which was defined by drilling over a 400 metre strike length, across widths of 20 to 60 metres, and to depths up to 100 metres. Drilling highlights from across the property include:

Hole GR21-57: 1.0 g/t gold over 59.45 metres from surface (Excelsior)

Hole GR21-37: 1.6 g/t gold over 35.1 metres from surface (Excelsior)

4

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

Hole GR21-46: 2.2 g/t gold over 18.3 metres from 16.8 metres depth (Excelsior)

Hole GR22-82: 9.7 g/t gold over 1.5 metres from 38.1 metres depth (Excelsior)

Hole GR21-25: 1.3 g/t gold over 21.3 metres from 54.9 metres depth (Eldorado)

Hole GR20-4: 10 g/t gold over 1.5 metres from 3.1 metres depth (Eldorado)

Further mapping, sampling, claim expansion, and drilling in 2023 expanded known gold anomalies and identified new drill targets, with the work culminating in a new drill discovery at WestGold which is showing potential to host a sizable zone of near surface bulk tonnage gold mineralization over an area at least 400 by 300 metres. Hole GR23-120 at WestGold returned 0.7 g/t gold over 35 metres including 1.9 g/t gold over

10.67 metres in an area that had never been drilled prior to CANEX's 2023 program. The main Excelsior to Eldorado to WestGold mineralized trend has been expanded to 4 kilometers of prospective strike length and remains a key exploration target on the property. At September 30, 2023, the Company has drilled at total of 138 holes, for a total of 15,412 metres.

Gibson Prospect, British Columbia

In 2017 the Company entered into an option agreement with owner Altius Resource Inc. ("Altius") to acquire a 100% interest in the Gibson property located in central British Columbia, approximately 95 kilometres northwest of Fort St. James. The Company conducted surface mapping and sampling, trenching, and drilled 10 holes into the Gibson property in 2017 and 2018. This work resulted in strong precious metal results including:

Hole G18-01: 0.81 g/t gold and 40 g/t silver over 31.5 metres from 33.5 metres depth

Trench 1: 1.6 g/t gold and 175 g/t silver over 12.0 metres

Hole G18-01: 3.7 g/t gold and 321 g/t silver over 2.5 metres from 54 metres depth

Hole G18-01: 11.9 g/t gold and 301 g/t silver over 1.0 metres from 64 metres depth

Hole G18-03: 2.7 g/t gold and 872g/t silver over 0.5 metres from 19 metres depth

The Company has identified promising precious metal potential at Gibson and the mineralized zone remains open in all directions under shallow cover.

During the year ended September 30, 2021, the Company determined that further exploration on this property, would no longer be a priority unless a third-party partner could be found to further advance the exploration program; however, the Company continues to hold claims which expire in January 2029. Accordingly, the Company recorded an impairment of the full amount of exploration expenditures to September 30, 2021. In November 2023, the Company received a further extension to meet its minimum exploration expenditures to August 30, 2024. All other terms of the option agreement remain unchanged. For more information, refer to Section 7 a) "Contractual obligations" below.

5

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

4. Operating results

Year ended September 30, 2023 compared to the year ended September 30, 2022:

A summarized statement of operations appears below to assist in the discussion that follows:

Four months ended

Year ended

September 30

September 30

General and administrative

2023

2022

2023

2022

$

(95,883)

$

(405,043)

expenses

$

(46,238)

$

(638,669)

Reporting to shareholders

(2,419)

999

(20,720)

(19,493)

Professional fees

(39,280)

(29,522)

(55,210)

(42,268)

Depreciation

2,840

-

-

-

Accretion

640

-

-

-

Stock exchange and transfer

(5,348)

(13,734)

agent fees

(2,600)

(12,768)

Pre-acquisition expense

-

-

(3,381)

-

Dividend income

-

-

-

231,232

Interest and other

4,226

6,284

24,287

3,127

Gain (loss) from short-term

(61,601)

(61,601)

investments

$

28,167

$

(302,493)

Net and comprehensive loss

(196,825)

$

(42,910)

(535,402)

$

(781,332)

The most significant changes in other expenditures follow:

  • Variances in general and administrative expenditures and professional fees are examined in further detail in the chart below.
  • Reporting to shareholders' expenditures during the year ended September 30, 2023 include fees for filing the fiscal 2022 annual audited financial statements (Q1 2023) as well as expenditures for the Annual General Meeting ("AGM") held during Q3 2023, relating to the fiscal 2022 annual audited financial statements. Reporting to shareholders' expenditures during the year ended September 30, 2022 include fees for filing the fiscal 2021 annual audited financial statements (Q1 2022) as well as expenditures for the Annual General Meeting ("AGM") held during Q2 2022, relating to the fiscal 2020 and 2021 annual audited financial statements. Q4 2022 includes an adjustment for postage related to AGM mailings.
  • Depreciation and Accretion expense recovery relates to the reversal of amounts booked in Q3 2023.
  • There is no significant variance between the current three- and twelve-month periods and the comparative three- and twelve-month periods for Stock exchange and transfer agent fees other than inflationary increases seen in all expense categories. Transfer agent fees relate directly to the number of security exchange transactions during the respective periods.
  • Depreciation and accretion expenses have increased for the current three- and twelve-month periods due to the accounting for the new sub-lease for office space. Once a contractual arrangement is established and the terms extend beyond one year, an asset with offsetting liability is recognized as the present value of the future payments required under the contract using the Company's incremental borrowing cost. The asset is depreciated over the term of the lease and the value of the liability accretes each month at the weighted average rate inherent within the lease. During the comparative periods, there was no lease in place for office space and month-to-month rental payments were expensed as occupancy costs included in general and administrative expenses.
  • Pre-acquisitionexpenditures incurred during the year ended September 30, 2023, relate to lease research conducted for exploration and evaluation properties. There were no similar expenditures during the comparative period.
  • On October 22, 2021, Spruce Ridge declared a dividend in-kind of common shares of Canada Nickel that was payable on or before November 5, 2021. The dividend was paid on October 29, 2021, to shareholders of Spruce Ridge at the close of business on October 29, 2021, the record date. One Canada Nickel share was paid under the dividend declared for every 71.14 Spruce Ridge shares

6

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

held. At October 29, 2021, the Company held 5,633,500 Spruce Ridge shares. As a result, the Company received a dividend of 79,189 Canada Nickel shares at $2.92 per share valued on October 29, 2021, for a total value of $231,232. There was no similar transaction during the current three- and twelve-month periods.

  • Interest and other income include interest earned from a high interest savings account, management fees and foreign exchange gains and losses. The variance between the current and comparative periods relates to higher bank balances and interest rates throughout fiscal 2023.
  • During the year ended September 30, 2023, the Company recognized a net loss of $61,601 (2022 - loss of $302,493) on its short-term investments, including a net realized loss of $203,268 (2022 - gain of $7,350) on the sale of certain short-term investments and net cash proceeds of $158,400 (2022 - $238,600). Refer to Note 7 "Short-term investments" to the Audited Consolidated Financial Statements for the year ended September 30, 2023, which accompany this document, for further information regarding these transactions. The remainder of the gains or losses in each respective period result from adjusting the Company's holdings in common shares to fair value at the respective period ends. These market price changes result in significant valuation adjustments from period to period.

General and administrative expenses

Three months ended

Year ended

September 30

September 30

Administrative consulting fees

$

2023

$

2022

$

2023

$

2022

58,242

38,497

234,731

350,145

Stock-based compensation

11,355

(30,595)

35,460

139,038

Occupancy costs

2,763

4,698

13,723

18,789

Office, secretarial and supplies

12,129

11,552

48,299

53,929

Travel and promotion

5,444

16,207

48,615

56,877

Insurance

3,930

3,938

15,743

13,462

Directors' fees

1,500

1,500

5,000

4,500

Computer network and website

520

3,472

maintenance

$

441

$

1,929

Total

95,883

$

46,238

405,043

$

638,669

  • Administrative consulting fees, which consist of fees for the CFO, the controller, geological consulting, and services provided by other consultants, have increased by $19,745 for the three month period ended September 30, 2023 compared to the comparative period. During the period the controller retired and was replaced resulting in additional work and overlap during the transition period. Expenditures for fiscal year 2023 were down $115,414 year over year, due to reduced activity, particularly as these costs relate to geological consulting.
  • During the year ended September 30, 2023, the Company issued 400,000 options that may be exercised at $0.06 per share to July 11, 2026. All of the options have vested as of September 30, 2023, with the exception of 75,000 vesting on January 11, 2024, and 75,000 July 11, 2024. The options were valued, on the grant date, at $9,475, $2,842 and $2,843 respectively, using the Black- Scholes Options Pricing model assuming a 3-year term, volatility of 136.9%, a risk-free discount rate of 4.46% and a dividend rate of 0%. During the year ended September 30, 2022, the Company issued 1,525,000 options that may be exercised at $0.18 per share to May 1, 2027. All of the options have vested as of September 30, 2022, with the exception of 200,000 options vesting May 1, 2023 and 200,000 options vesting May 1, 2024. The options were valued, on the grant date, at $139,038, $24,105 and $6,490 respectively, using the Black-Scholes Options Pricing model assuming a 5-year term volatility of 102.32%, a risk-free discount rate of 2.75% and a dividend rate of 0%. The Q4 2022 credit of $30,595 reflects the adjustment required pertaining to the remaining 400,000 options vesting in future periods as noted above.
  • Occupancy costs are lower on a three- and twelve- month basis compared to the prior periods. The terms of a new sublease arrangement included a rent free period that resulted in lower overall costs.
  • Office, secretarial and supplies are consistent year over year other than minor increases due to the current inflationary environment.

7

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

  • Travel and promotional expenditures have decreased by $10,763 and $8,262 during the three- and twelve-month periods ended September 30, 2023, respectively and the comparative three- and twelve-month periods. The Company has continued its promotional efforts with respect to investor relations through a number of avenues, including presenting to potential investors at virtual conferences, and investments in various on-line investor relations management tools. However, there was less activity during the current year as the Company worked to keep costs to a minimum and preserve working capital for future exploration projects.
  • Insurance premiums have increased during the year, consistent with expected rate increases at renewal.
  • The Company pays directors who are not officers of the Company $500 for meeting attendance in person or by telephone. There are currently three directors who are not officers and the amounts above reflect the directors' fees paid or payable for meetings attended during the above-noted periods.

Professional fees

The following summarizes the components of professional fees included in the statement of net and comprehensive loss:

Three months ended

Year ended

September 30

September 30

Legal and filing fees

$

2023

$

2022

$

2023

$

2022

1,131

2,022

8,555

9,625

Audit fees

$

38,150

27,500

$

46,655

32,643

Total

39,281

$

29,522

55,210

$

42,268

  • Professional fees consist of annual auditing fees plus legal and other filing fees. Both the current and comparative three- and twelve-month periods audit and accounting fees relate to the audited financial statements, and filing US tax returns on account of Canexco, for the years ended September 30, 2023 and 2022 respectively.
  • Legal and filing fees incurred during the current and comparative three-month periods ended September 30, 2023 and September 30, 2022, primarily relate to filing fees for news releases during the respective periods.

5. Liquidity and Capital Resources

The Company's working capital position at September 30, 2023 was $768,190 (September 30, 2022 - $1,717,734), a decrease of $949,544. Significant changes to working capital are discussed below:

  • The Company consumed $465,706 in operating activities during the year ended September 30, 2023 ($528,571 - September 30, 2022). Changes in operational expenditures are described above in Section 4) "Operating results".
  • During the year ended September 30, 2023, the Company disposed of 4,000,000 Spruce Ridge Resources Ltd. Common shares resulting in a net realized loss of $203,268 and net cash proceeds of $158,400. During the year ended September 30, 2022, the Company disposed of 79,189 Canada Nickel common shares resulting in a net realized gain of $7,350 and net cash proceeds of $238,583. See Note 7 - "Short- term investments" to the Audited Consolidated Financial Statements dated September 30, 2023, for more information.
  • The company invested $1,058,071 (2022 - $2,066,388) in exploration and evaluation assets for exploration activities all related to the Gold Range Property, Arizona, USA. See Note 8 - "Exploration and evaluation assets" of the Audited Consolidated Financial Statements dated September 30, 2023, which accompany this document and Section 3) "Mineral properties" for more information. Additionally, during 2022, the Company expended $5,092 (US$3,900) to increase the bond held by the BLM in respect of the Gold Range Property
  • During the year ended September 30, 2023, the Company closed a non-brokered private placement financing for aggregate gross proceeds of $600,000. During the year ended September 30, 2022, the

8

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

Company closed a non-brokered private placement financing for aggregate gross proceeds of $2,500,021. (refer to Section 6) "Financing").

  • During the year ended September 30, 2022, 400,000 options exercisable at $0.06 per share, expiring July 6, 2022, were exercised for total proceeds of $24,000. There were no similar transactions in fiscal 2023.
  • During the year ended September 30, 2022, 1,399,990 warrants exercisable at $0.08 per share, expiring June 6, 2022 and 13,416 warrants exercisable at $0.05 per share, expiring June 6, 2022, were exercised for total proceeds of $112,670. There were no similar transactions in fiscal 2023.
  • During the year ended September 30, 2023, the Company incurred cash share issuance costs of $8,033 (September 30, 2022 - $17,886).

The Company is continually investigating financing options. The continuing operations of the Company are dependent upon its ability to obtain adequate financing or to commence profitable operations in the future. The Company feels that it has sufficient working capital to finance general and administration and other operating expenses for 12 months assuming similar activity levels to the previous year. However, increases in activity levels, new property acquisitions and any level of exploration on its mineral properties will require additional financing. There can be no assurance that the Company will be successful in obtaining financing. Refer to Note 1 "Nature of operations and continuance of operations" to the Audited Consolidated Financial Statements for the year ended September 30, 2023, that accompany this document.

6. Financing

Year ended September 30, 2023

On November 11, 2022, the Company issued 1,000,000 common shares valued at $112,500 pursuant to an option agreement on the Gold Range property. The share issuance price was valued in accordance with the agreement. See Section 3) "Mineral properties - Gold Range Property, Arizona, USA" for more information.

On April 3, 2023, the Company closed a non-brokered private placement financing for 10,000,000 common shares at a price of $0.06 per share for gross proceeds of $600,000. Related parties, comprised of officers and directors, acquired 1,835,869 of the common shares issued.

Year ended September 30, 2022

On April 29, 2022, 500,000 warrants exercisable at $0.08 per share, expiring June 6, 2022, were exercised for total proceeds of $40,000.

On May 27, 2022, the Company closed a non-brokered private placement financing of 19,230,927 units ("Common Units") at a price of $0.13 per Common Unit for gross proceeds of $2,500,021. Each Common Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of $0.18 per share for a period to two years, May 27, 2024. After a 6-monthnon-callable period, the warrants will be subject to acceleration at the Company's discretion if at any time the Company's 20-day volume weighted average share price trades above $0.25.

On May 30, 2022, 133,330 warrants exercisable at $0.08 per share, expiring June 6, 2022, were exercised for total proceeds of $10,666.

On June 2, 2022, 133,330 warrants exercisable at $0.08 per share, expiring June 6, 2022, were exercised, and 13,416 warrants exercisable at $0.05 per share, expiring June 6, 2022, were exercised for total proceeds of $11,338.

On June 3, 2022, 633,330 warrants exercisable at $0.08 per share, expiring June 6, 2022, were exercised for total proceeds of $50,666.

9

CANEX Metals Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2023

On June 29, 2022, 400,000 options exercisable at $0.06 per share, expiring July 6, 2022, were exercised for total proceeds of $24,000.

7. Contractual Obligations

  1. On April 4, 2017, the Company announced it had signed a Letter of intent to acquire a 100% interest in the Gibson property from Altius Resources Inc. ("Altius"). Gibson is 887 Ha in size and located in central British Columbia, approximately 95 kilometres northwest of Fort St. James. The purchase agreement was executed on May 12, 2017 and received Exchange approval on May 17, 2017.

The remaining commitments of the agreement are as follows:

Altius

Minimum

Exploration

Share issues

Expenditures

*

($)

Expenditure commitment, on or before August 30, 2023

-

500,000

Following the completion of the Expenditure Commitment

1,240,000

-

Total remaining commitment

1,240,000

500,000

* - as at September 30, 2023, the Company has incurred exploration expenditures of $293,500

In addition, Altius will retain a right to purchase an underlying 1.5% Net Smelter Royalty ("NSR") and preferential rights on any future royalties or streams granted on the Property. If the Company achieves measured and indicated mineral resources in excess of 1 million gold equivalent ounces, a Milestone Payment of 1,275,000 shares will be issued to Altius. Altius will have a pro rata right to participate in future equity financings of the Company for two years.

Pursuant to the Underlying Agreement, Steven Scott is also entitled to the additional milestone bonuses of 1) $25,000 in cash or securities upon a Bankable Feasibility Study; and 2) $50,000 in cash or securities upon Commercial Production.

On November 12, 2018, the Company was granted an extension to meet its minimum exploration expenditures of $500,000 by November 12, 2018, to July 15, 2019, as lack of access during 2018, in part, prevented the Company from completing the required expenditures within the allotted time. The Company was subsequently granted further extensions to meet its minimum exploration expenditures of $500,000. The agreement has been amended to allow the Company to meet minimum exploration expenditures by August 30, 2024. All other terms of the agreement remain unchanged.

  1. On June 11, 2019, the Company's wholly owned subsidiary, Canexco Inc., entered into an Option Agreement to acquire a 100% interest in the Gold Range Property, Arizona, USA from a Prospector, the "Optionor". On June 11, 2023, the Company completed its payment and expenditure obligations and the 100% earn in was complete. The Optionor retains a 2% NSR, half of which can be bought back by the company for US$500,000 and the remaining one half can be bought back for US$1,000,000.

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CANEX Metals Inc. published this content on 15 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 December 2023 19:19:07 UTC.