C2C Gold Corp.
(An Exploration Stage Company)
Management’s Discussion and Analysis For the three months ended March 31, 2023
C2C GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2023
GENERAL
The following management’s discussion and analysis (“MD&A”) of C2C Gold Corp. (the “Company”) and its subsidiary, has been prepared by management in accordance with the requirements of National Instrument 51-102 as of May 26, 2023. This MD&A should be read in conjunction with the unaudited financial statements for the three months ended March 31, 2023 and 2022 and the audited financial statements for the years ended December 31, 2022 and 2021 and the accompanying notes thereto. All have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. The Company is presently a “Venture Issuer” as defined in National Instrument 51-102. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.comand the Company’s website at www.c2cgold.com. All amounts are expressed in Canadian dollars unless otherwise indicated.
The following MD&A includes certain statements that are considered forward-looking statements. Please refer to “Forward-Looking Information” for a discussion on the risks and uncertainties related to such information.
COMPANY BACKGROUND
The Company was incorporated on July 19, 1999, under the laws of the province of British Columbia, Canada, and its principal activity is acquisition and exploration of mineral properties in Canada. The Company is a reporting issuer in the provinces of Alberta and British Columbia. Effective November 25, 2020, reflecting the Company’s new focus in Newfoundland, the Company changed its name from Taku Gold Corp. to C2C Gold Corp. The Company is currently trading under the ticker symbol “CTOC” (formerly “TAK”) on the Canadian Securities Exchange (“CSE”) and “CTCGF” (formerly “TAKUF”) on the OTCQB.
BUSINESS OVERVIEW
The Company engages in the business of acquiring, exploring and developing precious metal projects in Canada’s province of Newfoundland & Labrador. The Company also holds early and advanced projects in Canada’s Yukon. The Company enhances the value of its properties by implementing early-stage exploration, evaluation, and project and royalty origination, and is primarily focused on the Company’s Millertown, Barrens Lake and Badger projects, its joint venture projects with Buchans Resource Limited at Lake Douglas and South Tally as well as Black Raven, Mega Vein and other Newfoundland properties from the recent acquisition of The Rock Gold Corp. (“The Rock Gold”). The following discussion updates our outlook and plan of operations for the foreseeable future. It also analyzes our financial condition and summarizes the results of our operations for the three months ended March 31, 2023 and compares these results to the same period in the prior three months ended March 31, 2022.
CORPORATE HIGHLIGHTS
In April 2023, the Company has closed a private placement of 8,600,000 units at a price of $0.05 per unit for aggregate gross proceeds of $430,000. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.10 for a period of 24 months following the closing of the Offering.
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C2C GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2023
MINERAL PROPERTIES
The Company holds a portfolio of properties located in Newfoundland and Yukon as described below. Additional information on carrying values of the properties and any remaining underlying obligations can be found in Note 9 of the Company’s financial statements.
Newfoundland Gold Projects
Badger, Millertown and Barrens Lake Properties
On October 30, 2020, the Company entered into three separate option agreements with Shawn Ryan and Wildwood Exploration Inc., together the “Optionors,” to acquire a 100-per-cent interest in three properties located in the Central Newfoundland Gold Belt.
The three properties, Badger, Millertown and Barrens Lake, total 1,974 claims and cover more than 493 square kilometers providing the Company with a large land position in Newfoundland. These projects were selected based on gold-in-till and gold-in-soil anomalies combined with favorable rock types, geophysics and structural interpretation. The projects are located within the Exploits Subzone of the broader Dunnage tectonostratigraphic zone. Badger, Millertown, and Barrens Lake are situated in a regional northeast trending structural zone bound to the northwest by the RIL and to the south by the Valentine Lake Shear Zone. The Valentine Lake Shear Zone is host to orogenic-style epizonal, structurally-controlledgold-bearing quartz veins and stockworks.
Companies working on active gold projects within this belt and the broader Exploits Subzone have noted the similarity in geological setting and character with both the Abitibi greenstone belts in Ontario and Quebec, Canada and the Bendigo-Fosterville deposits in Australia. Government reports enhanced by work completed by prospectors and public companies have shown, in many instances, gold-in-till anomalies are related to underlying gold-in-soil anomalies which are more directly linked to underlying bedrock gold occurrences.
All three properties are at an early stage of exploration with till, lake and stream samples, limited soil samples and some geophysics having been completed in the past.
The Badger property consists of 712 mineral claims located 7 km from the community of Badger and is proximal to Great Atlantic Resources’ Golden Promise property, host to the Jaclyn gold deposit. The Trans-Canada Highway provides general access to the Badger area which hosts a network of Forest Service Roads. The property is made up of four licenses holding 712 mineral claims. The Badger property covers anticlinal structures, as indicated by government bedrock geology maps and aeromagnetic geophysical surveys. A limited amount of historical base metal exploration was conducted on the Badger property, mainly for copper and nickel associated with gabbro sequences. Historical government and company till sampling over the Badger property shows gold-in-till anomalies on the Badger property associated with regional anticline and syncline structures.
The Millertown property consists of 908 mineral claims located less than 10 km from the towns of Millertown and Buchans Landing and 60 km from the larger town of Grand Falls-Windsor. Access to the Millertown property is through a series of Forest Service Roads and is made up of six licenses holding a total of 908 mineral claims. The Millertown property has seen limited historical mineral exploration. Regional till sampling shows multi-element gold, antimony, arsenic, and lead anomalies. Soil sampling by the vendor has established areas of anomalous gold-in-till and gold-in-soil coincident with structures identified from geophysics.
The Barrens Lake Property consists of 354 mineral claims located 12 km southwest from the Millertown property with existing road access to the 354 mineral claims. There are no recorded mineral occurrences on the Barrens Landing property however government till sampling shows anomalous gold-in-till samples trending across the Barrens Lake property.
Pursuant to each of the Badger Option and Barrens Lake Option agreements, the Company may acquire the Badger Property and the Barrens Lake Property, respectively, in each case for consideration consisting of cash payments of $250,000 and the issuance of 2,200,000 common shares of the Company to the Optionors, and by incurring property expenditures of $1,000,000, over a period of 5 years. The Badger Option and Barrens Lake Option agreements also
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C2C GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2023
each provide for a 2% net smelter return (“NSR”) royalty on the optioned property in favour of the Optionors. The Company may elect to reduce the NSR royalty to 1% by paying the Optionors $2,500,000.
Pursuant to the Millertown Option, the Company may acquire the property in consideration for cash payments of $500,000 and the issuance of 3,000,000 common shares of the Company to the Optionors, and by incurring property expenditures of $1,500,000, in each case over a period of 5 years. The Millertown Option agreement also provides for a 2% NSR royalty on the property in favour of the Optionors. The Company may elect to reduce the NSR royalty to 1% by paying the Optionors $2,500,000.
In December 2020, the Company acquired, through staking, an additional 523 claims (94 claims added to Badger, 195 claims added to Millertown and 234 claims to Barrens Lake).
In January 2021, the Company added, through staking an additional 1,006 claims to its Badger property. In relation to the staking, the Company issued an additional 500,000 shares and will issue an additional 500,000 shares (issued) at the First Anniversary of the original Badger Option agreement.
In February 2021, the Company acquired, through staking, additional 229 sq. km (916 claims) in the Central Newfoundland Gold Belt and an additional 186 claims in March 2021.
In July 2021, the Company acquired a 100% ownership of two non-contiguous infill mineral licenses (7 claims and 11 claims) within the Company’s Barrens Lake property area by paying $20,000 cash and issuing 200,000 common shares to the vendor. The vendor retains a 2% NSR royalty, of which the Company can purchase 1% at any time for $1,000,000.
In June 2022, the Company added two new licenses in the Millertown area by paying $10,000 cash and issuing 100,000 common shares. The Company also amended its interest and terminated certain mining claims for the Badger, Millertown and Barrens Lake properties.
The Company currently controls mineral exploration land packages in Central Newfoundland Gold Belt, covering 824 sq km (3,299 claims). The Badger property consists of 1,121 claims (280 sq km), Millertown consists of 1,429 claims (357 sq km) and Barrens Lake consists of 749 claims (187 sq km).
Tom Joe and Rocky Brook Properties
The Tom Joe and Rocky Brook properties are adjacent to the Company’s Badger property in the Central Newfoundland Gold Belt. The Tom Joe property consists of 2 mineral licenses with 10 claims and the Rocky Brook property consists of 2 mineral licenses with 2 claims. In May 2021, the Company acquired a 100% ownership interest of the mineral licenses by paying $25,000 cash and issuing 200,000 common shares. The properties are subject to a 2.0% NSR royalty, of which the Company can purchase 1.0% at any time for $500,000.
Jumpers Brook Property
The Jumpers Brook property consists of two mineral licenses with 20 claims, located adjacent to, and on trend, with Sokoman Minerals Corp.’s Moosehead gold project in the Central Newfoundland Gold Belt. In June 2021, the Company acquired a 100% ownership interest of the Jumpers Brook mineral licenses by paying $65,000 cash and issuing 600,000 common shares. The property is subject to a 2% NSR royalty, of which the Company can purchase 1% at any time for $1,000,000.
Rocky Pond and Burnt Lake Properties
The Rocky Pond and Burnt Lake properties are located 70km northeast of the Company’s Badger, Millertown, and Barrens Lake projects in the Central Newfoundland Gold Belt. The Rocky Pond property consists of 3 mineral licenses with 21 claims and the Burnt Lake property consists of 1 mineral license with 4 claims. In June 2021, the Company acquired a 100% ownership interest of the mineral licenses by paying $70,000 cash and issuing 700,000 common shares. The properties are subject to a 2% NSR, of which the Company can purchase 1% at any time for $1,500,000.
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C2C GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2023
Lake Douglas and South Tally Properties
The Lake Douglas property consists of 87 claims and covers the on-strike trend of gold-bearing structures at Marathon Gold Corporation’s Valentine project, located 15 km on strike to the southwest. The South Tally property consists of 277 claims and is contiguous with the southeast boundary of Company’s Barrens Lake property. In August 2021, the Company entered into an option and joint venture agreement (the “JV Agreement”) with Buchans Resources Limited (“Buchans”) whereby Buchans will grant the Company an option to acquire up to a 70% ownership interest in 364 mineral claims covering these two properties (the “Properties”). Pursuant to the JV Agreement, the Company will exercise an initial option (the “First Option”) to earn a 51% ownership interest in the Properties by issuing 100,000 common shares (issued) to Buchans and incur exploration expenditures of $1,500,000 over a four-year period. A joint venture is formed with the Company owning 51% and Buchans owning 49% upon completion of the First Option. If Buchans elects not to participate in the joint venture, the Company will have the right to exercise a second option to earn an additional 19% ownership interest by incurring additional exploration expenditures in the minimum of $1,000,000 on the Properties on or prior to the date that is five years from the date of the JV Agreement. The JV Agreement also contains a provision where if a base-metal dominant area is identified, then Buchans would become the operator of this base metal joint venture with Buchans owning 70% and the Company owning 30%. Dilution of either party’s joint venture interest to below 10% will result in that party’s joint venture interest converting to a 2% NSR royalty, of which the majority joint venture interest owner can purchase 1% for $1,500,000.
Black Raven Property
The Black Raven Property consists of 71 claims comprising 7 mineral licenses over 17.75 square km in the region of the community of Moreton’s Harbour, NL, which is 99 km northwest of Gander, NL. Access to the property is provided via highways 331 and 330. A network of woods trails provides access the property. The property is situated in the northern portion of the Dunnage Zone and is underlain by Ordovician-age mafic volcanic rocks of the Notre Dame Subzone and intrusive felsic sills and dykes. Historical work on the property indicates the presence of gold-bearing quartz veins associated with arsenopyrite and stibnite. Quartz stockwork veins in the western portion of the property are associated with gold, molybdenite, and copper. The coincidence of stockwork veins and felsic intrusives is interpreted to indicate a possible intrusive related mineralization system.
In June 2022, the Company acquired the option agreement for the Black Raven property through the share purchase agreement with The Rock Gold. Under the terms of the option agreement, the Company could earn a 100% interest in the Black Raven property by paying $550,000 cash and issuing 2,000,000 common shares over the remaining four years, respectively. The property is subject to a 2.5% NSR royalty, of which 1.25% can be purchased for $3,000,000. The property is also subject to an advance minimum royalty (“AMR”) of $50,000 per year starting from the sixth year from the effective date of the original agreement.
Mega Vein Property
The Mega Vein Property consists of 118 claims, comprising 6 non-contiguous mineral licenses that cover an area of
29.5 square kilometres. It is located 9.0 km northeast of Gander Bay South and 51 km northeast of Gander, NL via highway 330. At network of forestry roads provide access across the property. The property is within the Exploits Subzone of the Dunnage Zone and is underlain by Ordovician-age metasedimentary rocks of the Davidsville Group. Historical work on the property discovered abundant quartz boulders with strongly anomalous gold concentrations. The quartz boulders exhibit epithermal-textures including: vugs, drusy quartz, chalcedonic zoning. The boulders contain minor sulphides and the gold concentration ranges from below detection to 630 ppb gold. The style of veining and mineralisation is similar to other gold vein systems that occur to the southwest within the Davidsville Group.
In June 2022, the Company acquired the option agreement for the Mega Vein property through the share purchase agreement with The Rock Gold. Under the terms of the option agreement, the Company could earn a 100% interest in the Mega Vein property by paying $180,000 cash and issuing 650,000 common shares over the remaining three years, respectively. The property is subject to a 2.5% NSR royalty, of which 1.0% can be purchased for $1,000,000. The
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