Section 1.12 - Changes in Accounting Policies including Initial Adoption ......................................
Section 1.13 - Financial and Other Instruments ............................................................................
Section 1.14 - Other MD&A Requirements
A. Authorized and Issued Share Capital ..................................................................
B. Options, Warrants & Convertible Securities Outstanding .....................................
C. Subsequent Events..............................................................................................
D. Evaluation of Disclosure Controls and Procedures ..............................................
E. Corporate Governance Disclosure .......................................................................
F. Risks and Uncertainties........................................................................................
HIGHBANK RESOURCES LTD.
FORM 51- 102F1
Management's Discussion & Analysis for the 3rd Quarter ended September 30, 2022
(and containing information as of November 29, 2022)
Item 1: INTERIM MD&A AND FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis ("MD&A") focuses on significant factors that affected Highbank Resources Ltd.'s (the "Company" or "Highbank") performance and factors that may affect its future performance. In order to better understand the MD&A, it should be read in conjunction with the unaudited Financial Statements for the quarter-ended September 30, 2022 and comparative unaudited Financial Statements and the accompanying notes for the quarter-ended September 30, 2021, copies of which are filed on the SEDAR website: www.sedar.com.
The Company reports its financial statements in accordance with International Financial Reporting Standards ("IFRS"). The Company's financial statements and the MD&A are presented in Canadian dollars and are intended to provide a reasonable basis for the investor to evaluate the Company's development and financial situation.
This MD&A contains "forward-looking information" and "forward-looking statements" which include, but are not limited to, statements or information concerning the future financial or operating performance of Highbank Resources Ltd. and its business. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plan and objective for future operations, and include, without limitation, statements with respect to the anticipated production from the Swamp Point North Aggregate Project. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this MD&A include statements about the Company's business plans; the costs and timing of its developments; its future investments and allocation of capital resources; success of exploration activities; requirements for additional capital; and government regulation of mining operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: general economic and business conditions; fluctuations in worldwide prices and demand for minerals; our lack of operating history; the actual results of current exploration activities; conclusions or economic evaluations; changes in project parameters as plans continue to be refined; possible variations in grade and or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes or other risks of the mining industry; delays in obtaining government approvals or financing or incompletion of development or construction activities, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgments regarding the direction of Highbank Resources Ltd.'s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of Canada, the Company does not intend to update any of the forward-looking statements or conform these statements to actual results.
In March 2020 the World Health Organization declared the outbreak of COVID-19 a global pandemic. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a impact on the
Management Discussion and Analysis - Page 2
stock market, including trading prices of the Company's shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company's operations.
The Company's business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia's military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.
Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources. This discussion uses the terms "measured resources" and "indicated resources". The Company advises investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission do not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.
NATURE OF BUSINESS
Highbank Resources Ltd. was incorporated March 17, 1980 under the laws of the Province of British Columbia. The Company is listed on the TSX Venture Exchange as a Tier 2 mining exploration issuer and is primarily engaged in the development of an aggregate resource property. The shares of the Company trade on the TSX-V under the symbol "HBK".
DATE - November 29, 2022
The following discussion and analysis were approved by the Directors of the Company and should be read in conjunction with the Unaudited Financial Statements for the quarter-ended September 30, 2022 and the Unaudited Financial Statements for the quarter-ended September 30, 2021 and the accompanying notes thereto.
OVERALL PERFORMANCE AND DEVELOPMENT
Swamp Point North ("SPN"), Portland Canal, British Columbia
The Company's Swamp Point North aggregate property costs incurred in the period ended September 30, 2022 totaled $nil. Costs to date have been incurred totaling $5,646,615 (including amortization) in acquiring Plant, Buildings and Equipment and Mine under Development expenditures for the project, and $189,500 in reclamation bonds. During the year-ended December 31, 2021, an impairment of $5,646,615 (2020- $1,380,000) was recorded in Mine under Development, and Mining Equipment valued at $2,169,757 (2020 - $Nil) was written off. The Company does not intend to develop the property further and is actively seeking a purchaser.
The Company earned its 100% Working Ownership Interest (the "WOI") in 2008 to acquire the Portland Canal Aggregates Corporation ("PCAC") earn-in interest through the payment of $150,000 in advance royalties as required in the agreement; the issuance of 2,000,000 common treasury shares; and the completion of work program expenditures in excess of $1,300,000.
During 2005, the Company commenced the first phase work program. Approximately 8,000 lbs. of sample material from test pits over 20 feet deep were extracted from the property and shipped to Levelton Consultants Ltd. ("Levelton") of Richmond, B.C. for testing. All testing was done in compliance with Canadian Standards Association ("CSA") and American Society for Testing and Materials ("ASTM") standards for the evaluation
Management Discussion and Analysis - Page 3
of construction aggregates. The Company then commissioned a 2,024 line meters seismic refraction survey by Associated Mining Consultants ("AMCL") of Calgary, Alberta. Preliminary results showed that granular materials appear at depth of up to 250 feet, which indicated considerable tonnage of sand and gravel.
During 2006the Company completed the following work:
Site preparation and setup of a temporary Camp for crew accommodation and meals;
Road building throughout the deposit and preparing sites for drill pads;
Line cutting for seismic and other geophysics investigation;
A 10 hole widely spaced (approx. 400 meter) Sonic Drilling program to bedrock;
An additional 2900-meter Seismic Refraction Survey;
Complete Airborne and Land property Survey;
Temporary Docking facilities for float plane and other access; and
Moving core to an off-site location and core-logging.
Further testing confirmed the presence of high-quality sand and gravel in approximate ratios of 51% sand and 49% gravel. Additional engineering studies were completed to crosscheck the volume calculations.
Exploration and development work through 2007consisted of the following:
The Company engaged Micon International to assist in the Environmental Impact Assessment. This study is a required component of the Development Permit Application for establishment of a commercial extraction operation.
Associated Geosciences Ltd. ("AGL") of Calgary, Alberta was commissioned by the Company and PCAC to prepare a NI 43-101 Technical Report on the property's mineable sand, gravel, and aggregate resources and determine the optimal mine layout for preparation of a formal Mine Plan. G3 Consulting Ltd. conducted submarine investigation of the proposed load out site, water quality studies, fisheries studies and selected bathymetry. A remote sensing meteorological station and continuous hydrology recorders were installed on site to permit ongoing compilation of weather and surface water databases, and avian studies were conducted by Gartner Lee of Smithers, B.C., followed by wildlife and terrestrial ecosystem mapping.
The AGL resource estimate was determined from aggregate volumes estimated from depth-to bedrock measurements obtained from ten (10) cored boreholes and on the results from 4,664 metres of seismic refraction surveys undertaken by the Company in 2005 and 2006. Geophysicists from Associated Mining Consultants Ltd. of Calgary, Alberta conducted the geophysical surveys and geologists from AGL have examined the core and core logs obtained subsequently.
The geological modeling and aggregate resource estimation was completed by Susan O'Donnell, Geol.I.T., under the direction of Mr. Keith McCandlish, P.Geo., using the Gemcom-Surpac(TM) suite of geological modeling applications.
Eric Beresford, P.Eng., completed the mine planning, under the direction of Mr. Peter Cain, Ph.D., P.Eng., AGL's Head of Mining Engineering. AGL has relied on aggregate testing results performed by Levelton Consultants of Richmond, B.C. in assessing the quality of the aggregates on the property. This testing was conducted on bulk samples collected by the Company and Portland Canal Aggregates Corporation ("PCAC").
The Industrial Mineral Resource Estimate tables' following provides resource volumes and tonnes for two separate areas, and a third summary table. The separate areas represent the License area held by PCAC and the area (the "extension area") for which an Investigation Permit was issued by the BC government for PCAC:
Highbank Resources Ltd. published this content on 30 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2022 22:55:01 UTC.