Management’s Discussion & Analysis for the nine months ended May 31, 2022
(and containing information as July 29, 2022)
The following Management Discussion and Analysis (“MD&A”) is a review of the operations, current financial position and outlook for Marvel Discovery Corp. (formerly International Montoro Resources Inc.), (“MARV”, “Marvel” or the “Company”) and should be read in conjunction with the condensed interim financial statements for the nine months ended May 31, 2022 and the related notes and the audited financial statements for the year ended August 31, 2021 and 2020 and the related notes thereto, copies of which are filed on the SEDAR website: www.sedar.com.
The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included herein and in the following discussion and analysis are quoted in Canadian dollars unless otherwise noted. The financial information in the MD&A is derived from the Company’s financial statements prepared in accordance with IFRS.
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 negative impact on the 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.
Forward-looking Statements and Information
This Management Discussion and Analysis (“MD&A”) contains certain forward-looking statements and information relating to Marvel Discovery Corp., (“MARV”), “Marvel”, or the “Company”) that are based on the beliefs of its management as well as assumptions made by and information currently available to Marv. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations. 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 judgment regarding the direction of the Company’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 to confirm these statements to actual results.
Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources. This discussion may use the terms “measured resources” and “indicated resources”. The Company advises investors that while those terms are recognized and required by Canadian regulators, the U.S. Securities and Exchange Commission does 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.
DESCRIPTION OF THE COMPANY’S BUSINESS
The Company was incorporated January 30th, 1987 under the laws of the Province of British Columbia and is listed on the TSX Venture Exchange (“TSX-V”) as a Tier 2 mining exploration Issuer. The Company changed names on February 24, 2021 to Marvel Discovery Corp. The shares of the Company now trade on the TSX-V under the symbol “MARV”.
The Company is engaged in exploration and development of mineral properties, focusing on projects in British Columbia, Ontario, Quebec and Newfoundland, Canada. At this time, the Company does not own any operating mines and has no operating income from mineral production. Funding for operations is raised primarily through public and private share offerings. Future operations and the Company’s ability to meet its mineral interest commitments are dependent on the Company’s ability to raise sufficient funds through share offerings, debt, or operations to support current and future expenditures.
The Company’s long-term objectives will be to:
- Continue exploration and development work on its existing mineral properties;
- Determine if an economic mineral deposit exists on the mineral properties;
- Find one or more economic mineral deposits and bring them to commercial production;
- Acquire and evaluate additional complementary mineral properties to expand the Company’s portfolio; and
- Deliver a return on capitalization to shareholders.
OVERALL PERFORMANCE AND MINERAL INTERESTS
Date– July 29, 2022
The following MD&A was approved by the Directors of the Company.
Duhamel Property – Saguenay-Lac-Saint-Jean Region -Quebec
January 26, 2018 – The Company entered into a Purchase Agreement (the “Agreement”) to acquire a 100% interest in the Duhamel Property 200 km northwest of the city of Saguenay, Quebec. The Duhamel Property consists of nine (9) mineral claims comprising 500 ha located 14 km west of Arianne Phosphate Inc. – Lac a Paul open-pit phosphate mine. On February 6, 2018 the TSX Venture Exchange accepted the Agreement.
The Company is acquiring the Duhamel Property as a secondary property and will continue to focus exploration and development efforts on its wholly owned Serpent River – Pecors Ni-Cu-PGE discovery.
The property geology indicates sulphide mineralization associated to mafic magmatic intrusion. Previous exploration on the property carried by Virginia Gold Mines consisted of high-definition airborne mag/EM survey, geological mapping,
prospecting and drilling. Some results retrieved from the Quebec Mineral Assessment files indicated drill intersections and are detailed in the news release and filed on SEDAR and the Company website. All previous work is of a historical nature. The work was conducted prior to implementation of NI 43-101 standards and assay results cannot necessarily be relied upon. The Company confirmed the reported mineralization with the Company’s own 2018 sampling program. Due to the results of the program, the Company staked 32 additional mineral claims adjoining the original Duhamel property.
In consideration for a 100% interest in the Duhamel Property, the Company will make the following payments:
- Paying to the Vendors the sum of $10,000 upon signing (paid);
- Issuing to the Vendors an aggregate of 1,000,000 common shares of the Company (issued at a value of $55,000);
- Paying to the Vendors an additional $50,000, or at the discretion of the Company, additional shares at 12 months from Exchange approval (issued 1,000,000 shares valued at $60,000);
- Paying to the Vendors an additional $50,000, or at the discretion of the Company, additional shares at 24 months from Exchange approval (issued 1,000,000 shares valued at $35,000);
- Incurring or funding $150,000 in Exploration on the Duhamel Property:
- $25,000 on or before 12 months from Exchange approval (Incurred);
- An additional $50,000 on or before 24 months from Exchange approval; (Incurred); and
- An additional $75,000 on or before 36 months from Exchange approval. All common shares issued herein will be issued as fully paid and subject to such resale restrictions and hold periods as may be imposed by applicable securities legislation and the Exchange. (incurred)
In connection with the acquisition, the Company has agreed to pay finder’s fees in stages.
The Company has not incurred the required exploration expenditures in (e) (ii), but has not received notice of default and is currently in discussions with the vendors to extend the expenditure requirement.
The Company has completed a heliborne magnetic and TDEM survey over the Duhamel Ni-Cu-Co and Ti-V-Cr property. A follow-up trenching and ground program was also completed. The Company has initiated a full interpretation of the data integrating geology, structure, and mineralization. Targets of high merit will be ground-truthed through prospecting, mapping, and sampling. The result of these endeavors will vector diamond drilling to those targets of high potential to host significant mineralization.
During the nine months ended May 31, 2022, the Company staked additional claims totaling $7,000.
Blackfly Property – Atikokan, Ontario
On August 21, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 64 unpatented mining claims near Atikokan, Ontario. Terms include cash payments totaling $105,000, which includes $40,000 in advance royalty payments, (As at May 31, 2022 the Company made a cash payment of $15,000 with a remaining cash balance of $71,500) and the issuance of a total of 500,000 common shares of the Company (As at May 31, 2022 the Company issued a total of 100,000 at a value of $13,000 with a commitment to issue another 300,000 common shares) and 500,000 share purchase warrants in the Company (issued at a value of $18,670). Each warrant is exercisable for two years at a price of $0.12. The warrants were valued at $18,671 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%; The Company must also incur $153,600 in exploration expenditures before August 21, 2024 (incurred).
Slip Gold Property – Newfoundland
On September 23, 2020 the Company entered into an agreement to acquire a 100% interest in six claims consisting of 264 claim units. Terms include cash payments totaling $30,000 (paid), and the issuance of 500,000 units of the Company (issued at a value of $61,170). Each warrant is exercisable for two years at a price of $0.12 until October 2, 2022. The shares were valued at $42,500 and the warrants were valued at $18,670 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%. The agreement is subject to a 2% net smelter royalty to the vendors of which 1% may be purchased for $1 million cash.
Victoria/Long Lake, Newfoundland
On October 13, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 53 claim units. Terms include cash payments totaling $10,000 (paid), and the issuance of 350,000 units of the Company (issued at a
value of $39,704). Each warrant is exercisable for two years at a price of $0.12 until October 26, 2022. The shares were valued at $28,000 and the warrants were valued at $11,704 using volatility of 98.88%, interest rate of 0.24% and dividend yield of 0.00%. The agreement is subject to a 2% net smelter royalty to the vendors of which 1% may be purchased for $1 million cash.
During the year ended August 31, 2021, the Company staked six claims consisting of 302 claim units for total cost of $13,715.
On July 23, 2021, the Company entered into an agreement to acquire 100% interest in 53 mineral claims located in the Victoria Lake area of Newfoundland (“Victoria Lake Extension”) which is contiguous to the Victoria Lake Gold Property. As consideration the Company agreed to pay cash payments totaling $55,000 of which $15,000 was due within fifteen days on the effective date (paid) and $40,000 within three years of the effective date, and issue 500,000 common shares of which 300,000 common shares within fifteen days on the effective date (issued and fair valued at $36,000) and 200,000 within three years from the effective date. The Company also issued 300,000 share purchase warrants exercisable at $0.25 per share for two years from the date TSX Venture exchange approval (October 20, 2021). The warrants were fair valued at $21,000 using volatility of 145%; interest rate of 1.07%; and dividend yield of 0%. The agreement is subject to paying a pre-NSR Flat fee of $10,000 within 5 years of the effective date. The Company is committed to a minimum $60,000 exploration program by the end of year 3 and the Company shall pay the vendor, upon commencement of commercial production, a Net Smelter Returns Royalty being equal to 2% with the option to acquire 0.5% from the Vender for $1,500,000.
During the nine months ended May 31, 2022, the Company staked additional claims totaling $1,100.
East Bull, Ontario
On May 4, 2021, the Company entered into an agreement to acquire a 100% interest in 16 mineral claims in the Deagle, Gaiashk, and Gerow Mining District 20 kilometers east of Elliot Lake Ontario known as the East Bull Property. Terms include cash payments totaling $20,000 of which $10,000 is due within fifteen days of the effective date (paid) and the remaining $10,000 six months from the effective date (paid), issuance of 300,000 units of the Company (issued at a value of $45,000). Each warrant is exercisable for two years at a price of $0.15 until May 18, 2022 and at a price of $0.20 until May 18, 2023. The shares were valued at $30,000 and the warrants were valued at $15,000 using volatility of 127.72%, interest rate of 0.3% and dividend yield of 0.00%. The agreement is subject to a 2% net smelter royalty to the vendors of which 1% may be purchased for $750,000 cash.
Gander and Hope Brook Project, Newfoundland
During the year ended August 31, 2021, the Company staked 14 mineral claims which contain 2,168 claim units for a total cost of $140,920.
Sandy Pond Property, Newfoundland
On August 10, 2021, the Company entered into an agreement to acquire a 100% interest in 335 mineral claims in the Province of Newfoundland and Labrador herein specified the Sandy Pond Property. Terms include cash payments of $25,000 upon signing (paid), issuance of 400,000 common shares within 15 days of the effective date (issued and fair valued at $54,000) and issuance of 200,000 share purchase warrants exercisable at a price of $0.25 per share for a period of two years within fifteen days of the effective date (issued) and a further cash payment of $25,000 within sixty days of the effective date. The warrants were fair valued at $14,000 using volatility of 149%; interest rate of 0.53%; and dividend yield of 0%.
During the year ended August 31, 2021, the company staked 6 mineral claims for a total of 606 claim units for a total cost of $39,390.
Baie Verte Line Property, Newfoundland
On September 28, 2021, the Company acquired 100% interest in 244 mineral claims in Newfoundland, Canada known as the Baie Verte Line property. As consideration the Company paid $30,000 in cash and issued 200,000 common shares fair valued at $27,000.
On October 29, 2021, the Company acquired 100% interest in 120 mineral claims in Newfoundland Canada known as the BVBL Extension Property. As consideration the Company paid $13,000 in cash.
Step Property, Newfoundland
On October 25, 2021, the Company acquired 100% interest in 178 mineral claims in Newfoundland, Canada known as the Step Property. As consideration the Company paid $17,000 in cash.
Highway Property, Saskatchewan
On March 10, 2022, the Company announced that it has completed the assignment and assumption agreement with District 1 Exploration Corp. (“District 1”) a Company with common directors. District 1, pursuant to an option agreement dated October 30, 2018 and as amended on November 23, 2020, has an option agreement with Doctors Investment Group Ltd. whereby District 1 has an exclusive right and option to acquire a 100% interest in and to the Highway Zone Uranium Project located in the Province of Saskatchewan. The Company has agreed to assume the terms of the agreement, issuing 1,250,000 common shares to the Optionor, paying a total of $115,000 and incurring a total of $650,000 of expenditures on the property of which the Company and the Optionor will negotiate an amendment to the option agreement.
Key Lake Property, Saskatchewan
On March 10, 2022, the Company entered into a mineral property sale agreement with Doctors Investment Group Ltd. (the “Optionor”) whereby the Company has the right to acquire 100% interest in 18 claims located in the Province of Saskatchewan. As consideration, the Company agreed to pay cash of $550,000 and incur $1,500,000 in exploration expenditures as follows:
Cash payments of $550,000 as follows:
- $15,000 on signing (paid).
- $35,000 within 90 days of the signing (paid).
- $50,000 on the first anniversary on signing (March 10, 2023)
- $100,000 on the second anniversary on signing (March 10, 2024).
- $100,000 on the third anniversary on signing (March 10, 2025).
- $250,000 on the fourth anniversary on signing (March 10, 2026).
Incur $1,500,000 in Exploration Expenditures as follows:
- $250,000 on or before the first anniversary on signing (March 10, 2023).
- $500,000 on or before the second anniversary on signing (March 10, 2024).
- $750,000 on or before the third anniversary on signing (March 10, 2025).
The Optionee will pay a 1% Net Smelter Royalty (“NSR”) to the Optionor upon Commencement of Commercial Production. The Optionee will have the right to purchase from the Optionor the 1% NSR at any time at a cost of $1,000,000.
Other Mineral Interests
The Company holds certain interests in the following properties; however, they are no longer management’s primary focus:
- South Trend/Overtime -Ungava, Ragland area, Quebec: Marvel holds a 1% NSR royalty (with a $1 million buyout provision).
- Cup Lake/Donen Claims – Greenwood Mining Division – British Columbia. The Company is working with the Vendor to resolve its claim for compensation from the Province of B.C. for the expropriation of the Company’s interest in the Cup Lake/Donen property.
Registered & Records Office
The Company’s Registered and Records Office is Owen Bird Law Corporation, 29th Floor, Three Bentall Centre, 595 Burrard Street, Vancouver, B. C. V7X 1J5
Selected Annual Information
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Marvel Discovery Corp. published this content on 30 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2022 01:12:01 UTC.
Income Statement Evolution