EX-99.2 3 exhibit99-2.htm MDA FOR THE PERIOD ENDED SEPTEMBER 30, 2022 Exhibit 99.2
Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three months ended September 30, 2022

(Expressed in US Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Date of Report: November 3, 2022

 

This MD&A for New Pacific Metals Corp. and its subsidiaries (collectively, “New Pacific” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three months ended September 30, 2022 and the related notes contained therein. In addition, the following should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2022, the related MD&A, and the Annual Information Form dated September 28, 2022 (available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.). The Company prepares its financial position, financial performance, and cash flow in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s significant accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended June 30, 2022. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences. This MD&A contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. All information contained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of November 3, 2022.

 

BUSINESS OVERVIEW AND STRATEGY

 

The Company is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company’s precious metal projects include the flagship Silver Sand Project, the Carangas Project and the Silverstrike Project. With experienced management and sufficient technical and financial resources, management believes the Company is well positioned to create shareholder value through exploration and resource development.

 

The Company is publicly listed on the Toronto Stock Exchange (“TSX”) under the symbol “NUAG” and on the NYSE American stock exchange (“NYSE-A”) under the symbol “NEWP”. The head office, registered address and records office of the Company are located at 1066 West Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.

 

FISCAL 2023 Q1 HIGHLIGHTS

 

§Completed the 2022 resource infill and step-out drill program at the Silver Sand Project’s south block with a total of 19,323 metres (“m”) in 86 drill holes. Assay results of all drill holes have been received and released through three news releases on September 19, 2022, May 31, 2022, and April 6, 2022, respectively. The completion of the 2022 drill program provided firm support to the project’s ongoing mineral resource estimate (“MRE”) update and Preliminary Economic Assessment (“PEA”). The PEA is on track for completion by the end of 2022 as planned;

 

§Advanced the 2022 drill program at the Carangas Silver-Gold Project, a total of 36,012 m in 76 drill holes have been completed to date, of which assay results for 33 drill holes have been received and released through three news releases on October 19, 2022, August 8, 2022, and July 13, 2022, respectively. The assay results continue to intersect a broad, near surface silver horizon measuring approximately 1,000 m long, 800 m wide, and up to 200 m thick, stacked over a broad bulk gold zone;

 

§Advanced the 6,000 m initial discovery drill program at the Silverstrike Project, a total of 2,030 m in 7 drill holes have been completed to date, of which assay results for the first drill hole has been received and release through news release on September 12, 2022. The assay results intersected broad gold mineralization starting near-surface; and

 

Management’s Discussion and AnalysisPage 2

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

§Maintained working capital of $20.6 million, sufficient to advance the existing exploration projects and other regional exploration initiatives.

 

PROJECTs overvieW

 

Bolivian Licence Tenure

 

A summary of Bolivian mining laws with respect to the Administrative Mining Contract (“AMC”) and exploration license is presented below.

 

Exploration and mining rights in Bolivia are granted by the Ministry of Mines and Metallurgy through the Autoridad Jurisdictional Administrativa Minera (“AJAM”). Under Bolivian mining laws, tenure is granted as either an AMC or an exploration license. Tenure held under the previous legislation was converted to Autorización Transitoria Especiales (“ATEs”) which are required to be consolidated into new 25-hectare sized cuadriculas (concessions) and converted to AMCs. AMCs created by conversion recognize existing rights of exploration and/or exploitation and development, including treatment, metal refining, and/or trading. AMCs have a fixed term of 30 years and can be extended for an additional 30 years if certain conditions are met. Each AMC requires ongoing work and the submission of plans to AJAM.

 

Exploration licenses allow exploration activities only and must be converted to AMCs to conduct exploitation and development activities. Exploration licenses are valid for a maximum of five years and provide the holder with the preferential right to request an AMC. In specific areas, mineral tenure is owned by the Bolivian state mining corporation, Corporación Minera de Bolivia (“COMIBOL”). In these areas, development and production agreements can be obtained by entering into a Mining Production Contract (“MPC”) with COMIBOL.

 

Silver Sand Project

 

The Silver Sand Project is located in the Colavi District of Potosí Department in southwestern Bolivia at an elevation of 4,072 m above sea level, 35 kilometres (“km”) northeast of Potosí City, the department capital.

 

The project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km2. The Silver Sand south block, covering an area of 3.17 km2 hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from AJAM. The AMC establishes a clear title to the Company’s Silver Sand south block. The Silver Sand north block covers an area of 2.25 km2 and is comprised of three ATEs (Jisas, Jardan and El Bronce). The Company is in the process of converting these ATEs to an AMC.

 

Since acquiring the project in 2017, the Company has carried out extensive exploration and resource definition drill programs. On April 14, 2020, the Company released its inaugural National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) Mineral Resource estimate for the Silver Sand Project. Based on the NI 43-101 report, the project has an estimated Measured and Indicated Mineral Resource of 155.86 million ounces (“oz”) of silver at 137 g/t and an estimated Inferred Mineral Resource of 35.55 million oz of silver at 112 g/t. For further details, please refer to the Company’s news release dated April 14, 2020 and the technical report entitled “Silver Sand Deposit Mineral Resource Report (Amended)” prepared by certain qualified persons associated with AMC Consultants (Canada) Ltd. with an effective date of January 16, 2020 and filed under the Company’s profile on SEDAR at www.sedar.com, with the United States Securities and Exchange Commission on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.

 

Management’s Discussion and AnalysisPage 3

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

In 2021, the Company completed a drill program of 13,313.7 m in 55 holes. The 2021 drill program comprised structure orientation drilling, step-out and infill drilling as well as exploration drilling. Assay results of all drill holes have been received. Detailed structural logging and assay of the oriented drill cores confirmed previous understanding of the orientation of mineralized structures and resource model which are dominantly striking in the direction of north and northwest and dipping in direction of west at high angles which are also evidenced at surface outcrops and historical underground workings. Step-out drilling was carried out mainly outside of the major mineralized trends with results indicating the existence of multiple smaller satellite mineralized zones between the major mineralized trends. For details of the 2021 drill program, please refer to the Company’s news release dated April 6, 2022.

 

In 2022, the Company commenced a resource infill drilling and step-out drilling program at the Silver Sand south block. The resource infill drilling aims to improve the confidence in the continuity of mineralization in the core area of the project and upgrade resource categories, while the step-out drilling is designed to test the extension of the mineralized zones up and down dip as well as on strike. The results of the infill and step-out drilling will be included in the MRE and will be incorporated into the PEA expected to be completed by the end of 2022. As of the date of this MD&A, a total of 19,323 m in 86 drill holes have been completed and assay results for all drill holes have been received. For details of the 2022 drill program, please refer to the Company’s news releases dated September 19, 2022, May 31, 2022, and April 6, 2022.

 

Advanced studies have commenced on the project with a PEA, environmental and socio-economic baseline studies in progress.

 

Project Expenditures

 

For the three months ended September 30, 2022, total expenditures of $2,496,936 (three months ended September 30, 2021 - $2,205,533) were capitalized under the project.

 

Mining Production Contract

 

On January 11, 2019, New Pacific announced that its 100% owned subsidiary, Minera Alcira S.A. (“Alcira”), entered into an MPC with COMIBOL granting Alcira the right to carry out exploration, development and mining production activities in ATEs and cuadriculas owned by COMIBOL adjoining the Company’s Silver Sand Project.  The MPC is comprised of two areas. The first area is located to the south and west of the Silver Sand Project.  The second area includes additional geologically prospective ground to the north, east and south of the Silver Sand Project, wherein COMIBOL is expected to apply for exploration and mining rights with AJAM. Upon granting of the exploration and mining rights, COMIBOL will contribute these additional properties to the MPC.

 

There are no known economic mineral deposits, nor any previous drilling or exploration discoveries within the MPC area. The MPC presents an opportunity to explore and evaluate the possible extensions and/or satellites of mineralization outside of the currently defined Silver Sand Project.

 

Management’s Discussion and AnalysisPage 4

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

The MPC was approved by Bolivia’s Ministry of Mining and Metallurgy but remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict the Bolivia government’s positions on foreign investment, mining concessions, land tenure, environmental regulation, community relations, taxation or otherwise. A change in the government’s position on these issues could adversely affect the ratification of the MPC and the Company’s business.

 

Carangas Project

 

In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the two exploration licenses that cover an area of 6.25 km2.

 

Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the project. The agreement has a term of 30 years and is renewable for another 15 years.

 

In 2021, the Company completed an initial discovery drill program of 13,209 m in 35 drill holes. Assay results of all drill holes have been received. Results from the 2021 discovery drill program confirmed the broad silver-rich polymetallic mineralization near surface and intersected a wide zone of gold mineralization below it. For details of the 2021 discovery drill program, please refer to the Company’s news releases dated May 17, 2022, February 23, 2022, and February 10, 2022.

 

Following the success of the 2021 discovery drill program, the Company has commenced a 2022 resource definition drill program with a planned meterage of up to 40,000 m if ongoing drill results continue to be encouraging. As of the date of this MD&A, a total of 36,012 m in 76 drill holes have been completed, of which assay results of 33 drill holes have been received. The assay results continue to intersect a broad, near surface silver horizon measuring approximately 1,000 m long, 800 m wide, and up to 200 m thick, stacked over a broad bulk gold zone. For details of the 2022 drill program, please refer to the Company’s news releases dated October 19, 2022, August 8, 2022, and July 13, 2022.

 

Project Expenditures

 

For the three months ended September 30, 2022, total expenditures of $2,976,908 (three months ended September 30, 2021 - $545,942) were capitalized under the project.

 

Silverstrike Project

 

The Silverstrike Project is located approximately 140 km southwest of La Paz, Bolivia.  In December 2019, the Company signed a mining association agreement and acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The private Bolivian corporation is owned 100% by Bolivian nationals and holds the title to the nine ATEs (covering an area of approximately 13 km2) that comprise the project.

 

Management’s Discussion and AnalysisPage 5

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Under the mining association agreement, the Company is required to cover 100% of future expenditures including exploration, contingent on results of development and subsequent mining production activities at the Silverstrike Project.  The agreement has a term of 30 years and is renewable for another 15 years.

 

During 2020, the Company’s exploration team completed reconnaissance and detailed mapping and sampling programs on the northern portion of the project. The results to date identified near surface broad zones of silver mineralization in altered sandstones to the north, with similarities to that at the Silver Sand Project; and in the Silverstrike Project’s central area, a near surface broad silver zone that occurs near the top of a 900 m diameter volcanic dome of ignimbrite (volcaniclastic sediments) units with intrusion of rhyolite dyke swarm and andesite flows; and a broad gold zone occurs half way from the top of the dome.

 

In 2022, the Company commenced a 6,000 m initial discovery drill program at the Silverstrike Project. As of the date of this MD&A, a total of 2,030 m in 7 drill holes have been completed, of which assay results of the first drill hole have been received. The assay results intersected broad gold mineralization starting near surface. For details of the initial discovery drill program, please refer to the Company’s news release dated September 12, 2022.

 

Project Expenditures

 

For the three months ended September 30, 2022, total expenditures of $442,651 (three months ended September 30, 2021 - $1,748) were capitalized under the project.

 

Frontier Area – Carangas and Silverstrike Projects

 

The Carangas and the Silverstrike projects are located within 50 km of the Bolivian border with Chile. In line with many South American countries, Bolivia does not permit foreign entities to own property within 50 km of international borders (the “Frontier Area”).  Property owners in the Frontier Area are, however, permitted to enter into mining association agreements with third parties, including foreign entities, for the development of mining activities under Bolivian Law No. 535 on Mining and Metallurgy. While the Company believes the mining association agreements for the Carangas and the Silverstrike projects are legally compliant with the Frontier Area requirements and Bolivian mining laws, there is no assurance that the Company’s Bolivian partners will be successful in obtaining the approval of AJAM to convert the exploration licenses to AMC in the case of the Carangas Project, or that even if approved, that such relationships and structures will not be challenged by other Bolivian organizations or communities.

 

RZY Project

 

The RZY Project, located in Qinghai, China was an early-stage silver-lead-zinc exploration project. The RZY Project was located approximately 237 km from the city of Yushu Tibetan Autonomous Prefecture. In 2016, the Qinghai Government issued a moratorium which suspended exploration for 26 mining projects in the region, including the RZY Project, and classified the region as a National Nature Reserve Area.

 

During Fiscal 2020, the Company’s subsidiary, Qinghai Found Mining Co., Ltd. (“Qinghai Found”), reached a compensation agreement with the Qinghai Government for the RZY Project. Pursuant to the agreement, Qinghai Found will surrender its title to the RZY Project to the Qinghai Government for one-time cash compensation of $2.99 million (RMB ¥20 million) (the “RZY compensation transaction”).

 

On June 25, 2022, the Qinghai Government completed its approval process of the RZY compensation transaction. As a result, the Company disposed its RZY Project for cash consideration of $2,986,188 (RMB ¥20 million), which was included in the receivables balance as at June 30, 2022 and was received in full during the three months ended September 30, 2022.

 

Management’s Discussion and AnalysisPage 6

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Overall Expenditure Summary

 

The continuity schedule of mineral property acquisition costs, deferred exploration and development costs are summarized as follows:

 

Cost  Silver Sand   Silverstrike   Carangas   RZY Project   Total 
Balance, July 1, 2021  $69,245,500   $3,163,304   $255,250   $2,871,368   $75,535,422 
Capitalized exploration expenditures                         
Reporting and assessment   353,109    40    -    -    353,149 
Drilling and assaying   4,990,082    1,625    3,752,094    -    8,743,801 
Project management and support   1,917,060    45,773    1,020,422    -    2,983,255 
Camp service   364,507    61,578    443,810    -    869,895 
Geological surveys   -    25,508    -    -    25,508 
Permit and license   14,529    7,554    7,812    -    29,895 
Disposition   -    -    -    (3,071,240)   (3,071,240)
Foreign currency impact   (316,189)   (36,150)   (18,442)   199,872    (170,909)
Balance, June 30, 2022  $76,568,598   $3,269,232   $5,460,946   $-   $85,298,776 
Capitalized exploration expenditures                         
Reporting and assessment   237,701    -    -    -    237,701 
Drilling and assaying   1,262,108    296,051    2,508,564    -    4,066,723 
Project management and support   747,645    75,613    319,272    -    1,142,530 
Camp service   148,131    70,987    149,072    -    368,190 
Permit and license   101,351    -    -    -    101,351 
Foreign currency impact   (537,498)   (55,774)   (44,011)   -    (637,283)
Balance, September 30, 2022  $78,528,036   $3,656,109   $8,393,843   $-   $90,577,988 

 

FINANCIAL RESULTS

 

Net loss attributable to equity holders of the Company for the three months ended September 30, 2022 was $2,085,183 or $0.01 per share (three months ended September 30, 2021 – net loss of $1,378,227 or $0.01 per share). The Company’s financial results were mainly impacted by the following: (i) operating expenses of $2,058,882 compared to $1,596,531 in the comparative quarter; (ii) net loss from investments of $41,674 compared to $47,919 in the comparative quarter; and (iii) foreign exchange gain of $14,893 compared to $264,371 in the comparative quarter.

 

Operating expenses for the three months ended September 30, 2022 were $2,058,882 (three months ended September 30, 2021 - $1,596,531). Items included in operating expenses were as follows:

 

(i)Project evaluation and corporate development expenses for the three months ended September 30, 2022 of $108,536 (three months ended September 30, 2021 - $103,475). The Company is focusing on the exploration and development of its existing projects and did not incur significant expenditures in new project evaluation in recent periods.

 

(ii)Filing and listing fees for the three months ended September 30, 2022 of $120,118 (three months ended September 30, 2021 - $117,269). Filing fees for the current and comparative periods were normal and incurred in the ordinary course of business.

 

Management’s Discussion and AnalysisPage 7

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

(iii)Investor relations expenses for the three months ended September 30, 2022 of $139,517 (three months ended September 30, 2021 - $132,424). Investor relations expense for the current and comparative periods were normal and incurred in the ordinary course of business.

 

(iv)Professional fees for the three months ended September 30, 2022 of $108,796 (three months ended September 30, 2021 - $257,976). Professional fees for the current prior period were normal and incurred in ordinary course of business. Additional professional fees related to the Company’s base shelf prospectus were incurred in the comparative period.

 

(v)Salaries and benefits expense for the three months ended September 30, 2022 of $329,170 (three months ended September 30, 2021 - $442,448). The decrease in salaries and benefits in the current period was a result of the Company’s senior management changes happened in 2022.

 

(vi)Office and administration expenses for the three months ended September 30, 2022 of $366,876 (three months ended September 30, 2021 - $289,351). Office and administrative expenses for the current and comparative periods were normal and incurred in the ordinary course of business.

 

(vii)Share-based compensation for the three months ended September 30, 2022 of $830,858 (three months ended September 30, 2021 - $241,627). The increase in share-based compensation for the current period was a result of recent grants of stock options and restricted share units.

 

Net loss from investments for the three months ended September 30, 2022 was $41,674 (three months ended September 30, 2021 – $47,919) and is comprised of a $171,722 loss on the Company’s equity investments (three months ended September 30, 2021 – loss of $69,956), a $3,600 loss on bonds (three months ended September 30, 2021 – loss of $5,800), and $133,648 interest earned from cash accounts (three months ended September 30, 2021 - $27,837).

 

Foreign exchange gain for the three months ended September 30, 2022 was $14,893 (three months ended September 30, 2021 – gain of $264,371). The Company holds a portion of cash and short-term investments in USD to support its operations in Bolivia. Revaluation of these USD-denominated financial assets to their Canadian dollar (“CAD”) functional currency equivalents resulted in unrealized foreign exchange gain or loss for the relevant reporting periods. For the three months ended September 30, 2022, the USD appreciated by 6.4% against the CAD (from 1.2886 to 1.3707) while in the comparative period the USD appreciated by 2.8% against the CAD (from 1.2394 to 1.2741).

 

Management’s Discussion and AnalysisPage 8

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Selected Quarterly Information                
   For the Quarters Ended 
   Sep. 30, 2022   Jun. 30, 2022   Mar. 31, 2022   Dec. 31, 2021 
Operating expense  $(2,058,882)  $(2,291,704)  $(1,524,374)  $(1,364,790)
(Loss) income from Investments   (41,674)   11,700    124,860    131,471 
Other income (loss)   14,893    (78,786)   (36,439)   (63,527)
Net loss   (2,085,663)   (2,358,790)   (1,435,953)   (1,296,846)
Net loss attributable to equity holders   (2,085,183)   (2,337,826)   (1,408,892)   (1,295,940)
Basic and diluted loss per share   (0.01)   (0.01)   (0.01)   (0.01)
Total current assets   25,537,824    33,188,094    37,075,018    40,250,158 
Total non-current assets   96,522,875    90,890,161    88,171,122    85,318,722 
Total current liabilities   4,925,522    3,869,300    2,353,255    2,150,602 
Total non-current liabilities   -    -    -    - 

 

   For the Quarters Ended 
   Sep. 30, 2021   Jun. 30, 2021   Mar. 31, 2021   Dec. 31, 2020 
Operating expense  $(1,596,531)  $(1,567,955)  $(1,604,319)  $(1,251,752)
(Loss) income from Investments   (47,919)   (210,861)   71,747    (98,800)
Other income (loss)   264,371    (195,483)   (159,261)   (425,463)
Net loss   (1,380,079)   (1,974,299)   (1,691,833)   (1,776,015)
Net loss attributable to equity holders   (1,378,227)   (1,972,372)   (1,689,401)   (1,774,420)
Basic and diluted loss per share   (0.01)   (0.01)   (0.01)   (0.01)
Total current assets   43,821,937    47,452,145    48,511,033    50,497,592 
Total non-current assets   82,251,766    79,366,979    78,164,236    76,719,133 
Total current liabilities   2,165,146    1,094,567    811,042    1,180,315 
Total non-current liabilities   -    -    -    - 

 

Liquidity AND Capital Resources

 

Cash Flows

 

Cash used in operating activities for the three months ended September 30, 2022 was $1,557,546 (three months ended September 30, 2021 –$114,429). Cash flow from operating activities are mainly driven by the Company’s operating expenses discussed in the previous sections. The decrease during the current period was mainly due to the negative impact from the change in non-cash operating working capital.

 

Cash used in investing activities for the three months ended September 30, 2022 was $1,709,046 (three months ended September 30, 2021 – $3,140,448). Cash flows from investing activities were mainly impacted by: (i) capital expenditures for mineral properties and equipment of $4,109,050 on the exploration projects in Bolivia compared to $2,827,953 in the comparative quarter; (ii) value-added tax of $586,184 paid in Bolivia in the current period compared to $312,495 paid in the comparative quarter; and (iii) offset by proceeds of $2,986,188 received from the RZY compensation transaction during the current period.

 

Cash provided by financing activities for the three months ended September 30, 2022 was $26,903 (three months ended September 30, 2021 – $705,660). Cash flows from financing activities for both periods were from the proceeds arising from stock option exercises.

 

Management’s Discussion and AnalysisPage 9

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Liquidity and Access to Capital

 

As of September 30, 2022, the Company had working capital of $20,612,302 (June 30, 2022 – $29,318,794), comprised of cash of $24,502,280 (June 30, 2022 - $29,322,504), short term investments of $188,798 (June 30, 2022 - $192,398), and other current assets of $846,746 (June 30, 2022 - $3,673,192) offset by current liabilities of $4,925,522 (June 30, 2022 - $3,869,300). Management believes that the Company has sufficient funds to support its normal exploration and operating requirements on an ongoing basis.

 

The Company does not have unlimited resources and its future capital requirements will depend on many factors, including, among others, cash flow from interest, dividends, and realized gains on investments. To the extent that its existing resources and the funds generated by future income are insufficient to fund the Company’s operations, the Company may need to raise additional funds through public or private debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders may be diluted and such equity securities may have rights, preferences or privileges senior to those of the holders of the Company’s common shares. No assurance can be given that additional financing will be available or that, if available, it can be obtained on terms favourable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit or eliminate some or all of its proposed operations. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with continuing reporting requirements.

 

Management’s Discussion and AnalysisPage 10

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Use of Proceeds of Prior Financings

 

On October 25, 2019 and June 9, 2020, the Company successfully closed two bought deal financings underwritten by BMO Capital Markets that raised net proceeds of $11,927,767 and $17,375,441, respectively. The following table sets out a comparison between the Company’s planned and actual use of these net proceeds.

 

OCTOBER 25, 2019 BMO BOUGHT DEAL FINANCING  PLANNED USE OF PROCEEDS   ACTUAL USE OF PROCEEDS FROM OCTOBER 25, 2019 to SEPTEMBER 30, 2021   VARIANCE   EXPLANATION OF VARIANCE AND IMPACT ON BUSINESS OBJECTIVE
PROCEEDS               
Offering  $11,299,435   $12,994,785   $1,695,350   Actual funds raised was more than planned due to high market demand.
Underwriter’s fee and offering related expense   (964,218)   (1,067,018)   (102,800)   
Net proceeds  $10,335,217   $11,927,767   $1,592,550    
USE OF PROCEEDS                  
2019 Drill Program for the Silver Sand Project                  
Drilling of 55,000 meters  $6,152,000   $5,266,437   $(885,563)  42,604 meters of drilling completed. Less than planned work but sufficient for inaugural NI43- 101 report.
Assaying and sampling of 53,854 samples   2,000,000    1,881,369    (118,631)  34,563 assay samples tested. Quantity was less than planned but testing procedures per sample was more extensive than planned to achieve more comprehensive results for NI43-101 purpose.
Equipment   525,000    263,360    (261,640)  Less equipment was used than planned to achieve the results.
Site expenses   312,000    1,784,525    1,472,525   Unspent funds from other categories were allocated to site expenditures throughout 2020 and 2021.
Community relations   111,000    28,818    (82,182)  Some planned programs such as building soccer fields etc. were postponed to be commenced in the second half of 2022.
Concession renewal   1,500    1,926    426    
Metallurgical testing   203,000    207,610    4,610    
Technical report   255,000    187,390    (67,610)  Slightly less than budgeted amount.
Overhead office costs   2,301,000    2,315,634    14,634    
TOTAL  $11,860,500   $11,937,069   $76,569   Net proceeds from this financing were fully used.

 

Management’s Discussion and AnalysisPage 11

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

JUNE 9, 2020 BMO BOUGHT DEAL FINANCING   PLANNED USE OF PROCEEDS     ACTUAL USE OF PROCEEDS FROM JUNE 9,
2020 to June 30,
2022		     VARIANCE     EXPLANATION OF VARIANCE AND IMPACT ON BUSINESS OBJECTIVE
PROCEEDS                      
Offering   $ 18,835,556     $ 18,836,190     $ 634      
Underwriter’s fee and offering related expense     (1,416,386 )     (1,460,749 )     (44,363 )    
Net proceeds   $ 17,419,170     $ 17,375,441     $ (43,729 )    
USE OF PROCEEDS                            
2020-2021 Exploration Program for Silver Sand Project      
Drilling of 26,000 meters   $ 3,200,000     $ 4,430,218     $ 1,230,218     The original 26,000 metre drilling program was postponed due to COVID-19 pandemic. Drilling activities resumed on July 27, 2021 with 13,314 m completed in 2021 and 21,309 m completed in 2022 so far. Actual drilling meterage has significantly surpassed the original plan as of the date of this MD&A. The delay of the program added marginal overhead costs which is expected to have minimal long-term impact on the Company’s objective.
Assaying and sampling of 21,000 samples     1,100,000       1,820,459       720,459    
Other field operation expenditures     1,600,000       2,405,073       805,073    
Advanced studies     1,100,000       835,464       (264,536 )   PEA study commenced according to plan and is expected to be completed by the end of 2022. Environmental baseline study has been resumed since the second quarter of 2022.
Community relations and social studies     500,000       580,030       80,030     Donations of medical and living supplies to local communities. Planned community programs and socio-economic baseline study resumed during the first quarter of 2022 after being delayed due to COVID-19 pandemic.
Exploration camp construction     3,800,000       54,933       (3,745,067 )   Camp design completed and down-sized from original plan.
Subtotal for Silver Sand Project   $ 11,300,000     $ 10,126,177     $ (1,173,823 )    
2020-2021 Exploration Program for Other Regions and Projects in Bolivia      
Drilling of 34,000 meters   $ 4,300,000     $ 3,595,560     $ (704,440 )   13,209 meters of drilling was completed for Carangas Project in 2021 and 16,754 m of drilling was completed in 2022 as of the date of this MD&A.
Assaying and sampling of 34,000 samples     1,700,000       1,567,848       (132,152 )  
Other field operating expenditures     119,170       2,495,792       2,376,622     Unspent funds from other categories were allocated to camp, exploration and management services related to Carangas Project, Silverstrike Project, and other regional exploration activities.
Subtotal for other exploration programs   $ 6,119,170     $ 7,659,200     $ 1,540,030      
TOTAL   $ 17,419,170     $ 17,785,377     $ 366,207     Net proceeds from this financing were fully used.

 

The Company has fully utilized the net proceeds raised from the October 25, 2019 and June 9, 2020 financing as of September 30, 2022.

 

FINANCIAL INSTRUMENTS

 

The Company manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and equity price risk in accordance with its risk management framework. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.

 

(a)Fair Value

 

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of inputs used in making the measurements as defined in IFRS 13 – Fair Value Measurement (“IFRS 13”).

Management’s Discussion and AnalysisPage 12

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

 

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Unobservable inputs which are supported by little or no market activity.

 

The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at September 30, 2022 and June 30, 2022 that are not otherwise disclosed. As required by IFRS 13, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

   Fair value as at September 30, 2022 
Recurring measurements  Level 1   Level 2   Level 3   Total 
Financial Assets                    
Cash  $24,502,280   $        -   $         -   $24,502,280 
Short-term investments   188,798    -    -    188,798 
Equity investments   303,421    -    -    303,421 

 

   Fair value as at June 30, 2022 
Recurring measurements  Level 1   Level 2   Level 3   Total 
Financial Assets                    
Cash  $29,322,504   $        -   $          -   $29,322,504 
Short-term investments   192,398    -    -    192,398 
Equity investments   496,741    -    -    496,741 

 

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of September 30, 2022 and June 30, 2022, respectively.

 

There were no transfers into or out of Level 3 during the three months ended September 30, 2022.

 

(b) Liquidity Risk

 

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short-term business requirements. As at September 30, 2022, the Company had a working capital position of $20,612,302 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

 

Management’s Discussion and AnalysisPage 13

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following summarizes the remaining contractual maturities of the Company’s financial liabilities:

 

   September 30, 2022   June 30, 2022 
   Due within a year   Total   Total 
Accounts payable and accrued liabilities  $4,858,230   $4,858,230   $3,492,269 
Due to a related party   67,292    67,292    377,031 
   $4,925,522   $4,925,522   $3,869,300 

 

(c) Foreign Exchange Risk

 

The Company is exposed to foreign exchange risk when it undertakes transactions and holds assets and liabilities denominated in foreign currencies other than its functional currencies. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is CAD. The functional currency of all Bolivian subsidiaries is USD. The functional currency of the Chinese subsidiary is RMB. The Company currently does not engage in foreign exchange currency hedging. The Company’s exposure to foreign exchange risk that could affect net income is summarized as follows:

 

Financial assets denominated in foreign currencies other than relevant functional currency  September 30,
 2022		   June 30, 
2022		 
         
United States dollars  $454,264   $468,714 
Bolivianos   772,091    886,188 
Total  $1,226,355   $1,354,902 
          
Financial liabilities denominated in foreign currencies other than relevant functional currency          
Bolivianos   1,881,938    1,619,261 
Total  $1,881,938   $1,619,261 

 

As at September 30, 2022, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $4,500.

 

As at September 30, 2022, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $11,000.

 

Management’s Discussion and AnalysisPage 14

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

(d) Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates did not have significant impact on the fair values of the financial instruments as of September 30, 2022. The Company, from time to time, also owns guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

 

(e) Credit Risk

 

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is primarily associated with cash, bonds, and receivables. The carrying amount of financial assets included on the statement of financial position represents the maximum credit exposure.

 

The Company has deposits of cash that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash is held with major financial institutions. Bonds by nature are exposed to more credit risk than cash. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at September 30, 2022, the Company had a receivables balance of $309,379 (June 30, 2022 - $3,193,926). There were no material amounts in receivables which were past due on September 30, 2022 (June 30, 2022 - $nil).

 

(f) Equity Price Risk

 

The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at September 30, 2022, a 10% increase (decrease) in the market price of the securities held, disregarding any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $30,000.

 

RELATED PARTY TRANSACTIONS

 

Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere in this MD&A are as follows:

 

Due to a related party  September 30, 
2022		   June 30, 
2022		 
Silvercorp Metals Inc.  $67,292   $377,031 

 

Management’s Discussion and AnalysisPage 15

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

(a) Silvercorp Metals Inc. (“Silvercorp”) has two directors (Dr. Rui Feng and David Kong) and one officer (Dr. Rui Feng as CEO) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Expenses in general and administrative services rendered and incurred by Silvercorp on behalf of the Company for the three months ended September 30, 2022 were $242,253 (three months ended September 30, 2021 - $176,076).

 

During the year ended June 30, 2022, the Company’s subsidiary Qinghai Found borrowed $283,688 (RMB ¥1.9 million) from one of Silvercorp’s subsidiary in China to facilitate the closure of the RZY compensation transaction. During the three months ended September 30, 2022, the loan plus interest of $23,422 were repaid in full.

 

(b) Compensation of key management personnel

 

The remuneration of directors and other key management personnel for the three months ended September 30, 2022 and 2021 are as follows:

 

   Three months ended
September 30,		 
   2022   2021 
Director’s cash compensation  $15,319   $25,794 
Director’s share-based compensation   234,612    103,048 
Key management’s cash compensation   129,421    234,327 
Key management’s share-based compensation   566,271    82,581 
   $945,623   $445,750 

 

Other than as disclosed above, the Company does not have any ongoing contractual or other commitments resulting from transactions with related parties.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company does not have any off-balance sheet financial arrangements.

 

PROPOSED TRANSACTIONS

 

As at the date of this MD&A, there are no proposed acquisitions or disposals of assets or business, other than those in the ordinary course of business, approved by the Board.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of the consolidated financial statements in accordance with IFRS as issued by IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s critical accounting policies and estimates are described in Note 2 of the audited consolidated financial statements for the year ended June 30, 2022.

 

Management’s Discussion and AnalysisPage 16

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

OUTSTANDING SHARE DATA

 

As at the date of this MD&A, the following securities were outstanding:

 

(a) Share Capital

 

●Authorized – unlimited number of common shares without par value.

 

●Issued and outstanding – 156,722,776 common shares with a recorded value of $154.0 million.

 

●Shares subject to escrow or pooling agreements – nil.

 

(b) Options

 

The outstanding options as at the date of this MD&A are summarized as follows:

 

Options        
Outstanding   Exercise Price CAD$   Expiry Date
 200,000    1.57   December 7, 2022
 989,167    2.15   February 21, 2024
 813,000    3.33   February 4, 2027
 56,000    3.89   February 22, 2027
 1,509,000    4.00   June 6, 2027
 3,567,167   $3.20  

 

(c) Restricted Share Units (“RSUs”)

 

The outstanding RSUs as at the date of this MD&A are summarized as follows:

 

RSUs Outstanding   Weighted average
grant date closing
price per share (CAD$)		 
 1,387,384   $4.08 

 

RISK FACTORS

 

The Company is subject to many risks which are outlined in this MD&A and in the Company’s Annual Information Form, NI 43-101 technical report and other public filings which are available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In addition, please refer to the “Financial Instruments” section of this MD&A for an analysis of financial risk factors.

 

Management’s Discussion and AnalysisPage 17

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

COVID-19

 

The current outbreak of the COVID-19 pandemic could have a material adverse effect on the Company’s business and operations, as well as impacting global economic conditions. COVID-19 and its variants have spread to regions where the Company has operations and offices. Government efforts to control the spread of the virus have resulted in temporary suspensions of our operations in Bolivia, delays and/or deferrals of field work including consultant site work and laboratory results and reduced corporate activities in Canada. The international response to the spread of COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock and financial market volatilities, labour shortage and delay in logistics, and a general reduction in consumer activities. All of these could affect commodity prices, interest rates, credit risk, social security and inflation. Such public health crisis at the moment or in the future may negatively affect the Company's operations along with the operations of its suppliers, contractors, service providers and local communities.

 

While the COVID-19 pandemic has already had significant, direct impact on the Company’s operations and business, the extent to which the pandemic will continue to impact our operations is highly uncertain and cannot be predicted with confidence as at the date of this MD&A. These uncertainties include, but are not limited to, the duration of the outbreak, Bolivian and Canadian governments’ mandates to curtail the spreading of the virus, community and social stabilities and the Company’s ability to resume operations efficiently or economically. It is also uncertain whether the Company will be able to maintain an adequate financial condition and have sufficient capital or have the ability to raise capital. Any of these uncertainties, and others, could have further material adverse effects on the Company’s business and operations.

 

The Company may experience additional business interruptions, including suspended (whether government mandated or otherwise) or reduced operations relating to COVID-19 and any other such events could have a material adverse impact on the Company’s business, operations and operating results, financial condition and liquidity.

 

Political and Economic Risks in Bolivia

 

The Company’s projects are located in Bolivia and, therefore, the Company’s current and future mineral exploration and mining activities are exposed to various levels of political, economic, and other risks and uncertainties. There has been a significant level of political and social unrest in Bolivia in recent years resulting from a number of factors, including Bolivia's history of political and economic instability under a variety of governments and high rate of unemployment.

 

The Company’s exploration and development activities may be affected by changes in government, political instability, and the nature of various government regulations relating to the mining industry. Bolivia’s fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change. The Company cannot predict the government’s positions on foreign investment, mining concessions, land tenure, environmental regulation, or taxation. A change in government positions on these issues could adversely affect the Company’s business and/or its holdings, assets, and operations in Bolivia. Any changes in regulations or shifts in political conditions are beyond the control of the Company. Moreover, protestors and cooperatives have previously targeted foreign companies in the mining sector, and as a result there is no assurance that future social unrest will not have an adverse impact on the Company’s operations. Labour in Bolivia is customarily unionized and there are risks that labour unrest or wage agreements may impact operations.

 

The Company’s operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries. In addition, operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and safety factors.

 

Management’s Discussion and AnalysisPage 18

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

The MPC remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict any new government’s positions on foreign investment, mining concessions, land tenure, environmental regulations, community relations, taxation or otherwise.

 

Community Relations and Social Licence to Operate

 

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities and there are risks associated with the Company failing to acquire and subsequently maintain a “social licence” to operate on its mineral properties. “Social licence” does not refer to a specific permit or licence, but rather is a broad term used to describe community acceptance of a company’s plans and activities related to exploration, development or operations on its mineral projects.

 

The Company places a high priority on, and dedicates considerable efforts and resources toward, its community relationships and responsibilities. Despite its best efforts, there are factors that may affect the Company’s efforts to establish and maintain social licence at any of its projects, including national or local changes in sentiment toward mining, evolving social concerns, changing economic conditions and challenges, and the influence of third-party opposition toward mining on local support. There can be no guarantee that social licence can be earned by the Company or if established, that social licence can be maintained in the long term, and without strong community support the ability to secure necessary permits, obtain project financing, and/or move a project into development or operation may be compromised or precluded. Delays in projects attributable to a lack of community support or other community-related disruptions or delays can translate directly into a decrease in the value of a project or into an inability to bring the project to, or maintain, production. The cost of measures and other issues relating to the sustainable development of mining operations may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), legal suits, regulatory intervention and investor withdrawal.

 

Acquisition and Maintenance of Permits and Governmental Approvals

 

Exploration and development of, and production from, any deposit at the Company’s mineral projects require permits from various government authorities. There can be no assurance that any required permits will be obtained in a timely manner or at all, or that they will be obtained on reasonable terms. Delays or failure to obtain, expiry of, or a failure to comply with the terms of such permits could prohibit development of the Company’s mineral projects and have a material adverse impact on the Company.

 

While the Company believes the contractual relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike Project and the Carangas Project are legally compliant with Bolivian laws related to the Frontier Areas, there is no assurance that the Company’s Bolivian partner will be successful in obtaining approval of AJAM to convert the exploration licenses to AMCs in the case of Carangas Project, or that even if approved, that such contractual relationship and structure will not be challenged by other Bolivian organizations or communities.

 

Management’s Discussion and AnalysisPage 19

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

The Company’s current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be prohibitive and could delay planned exploration and development activities. Failure to comply with or any violations of the applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

 

Parties engaged in mining operations may be required to compensate those impacted by mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company’s operations and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in the development of new mining properties.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are designed to provide reasonable assurance that material information related to the Company is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions about the Company’s public disclosure.

 

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the national instrument of the Canadian Securities Administrators. The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on this evaluation, management concluded that as of September 30, 2022, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) are effective.

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

(a) Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting and used the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate, with the participation of the CEO and CFO, the effectiveness of the Company’s internal controls. The Company’s internal control over financial reporting includes:

 

●maintaining records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

Management’s Discussion and AnalysisPage 20

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

●providing reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles;

 

●providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and

 

●providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis.

 

Based on this evaluation, management concluded that as of September 30, 2022, the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by COSO was effective and provided a reasonable assurance of the reliability of the Company’s financial reporting and preparation of the financial statements.

 

No matter how well a system of internal control over financial reporting is designed, any system has inherent limitations. Even systems determined to be effective can provide only reasonable assurance of the reliability of financial statement preparation and presentation. Also, controls may become inadequate in the future because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

 

Emerging growth companies are exempt from Section 404(b) of the Sarbanes-Oxley Act, which generally requires public companies to provide an independent auditor attestation of management’s assessment of the effectiveness of their internal control over financial reporting. The Company qualifies as an emerging growth company and therefore has not included an independent auditor attestation of management’s assessment of the effectiveness of its internal control over financial reporting in its audited annual consolidated financial statements for the year ended June 30, 2022.

 

(b) Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2022 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

TECHNICAL INFORMATION

 

The scientific and technical information contained in this MD&A has been reviewed and approved by Alex Zhang, P. Geo., Vice President of Exploration of the Company, who is a Qualified Person for the purposes of NI 43-101.

 

Management’s Discussion and AnalysisPage 21

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

FORWARD LOOKING STATEMENTS

 

Except for statements of historical facts relating to the Company, certain information contained herein constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “goals”, “forecast”, “budget”, “potential” or variations thereof and other similar words, or statements that certain events or conditions “may”, “could”, “would”, “might”, “will” or “can” occur. Forward-looking statements include, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; timing of receipt of permits and regulatory approvals; anticipated contents and timing of the PEA; and estimates of the Company’s revenues and capital expenditures.

 

Forward-looking statements are based on the opinions and estimates of management on the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include global economic and social impact of COVID-19; fluctuating equity prices, bond prices and commodity prices; calculation of resources, reserves and mineralization; general economic conditions; foreign exchange risks; interest rate risk; foreign investment risk; loss of key personnel; conflicts of interest; dependence on management; uncertainties relating to the availability and costs of financing needed in the future; environmental risks; operations and political conditions; the regulatory environment in Bolivia and Canada; risks associated with community relations and corporate social responsibility; and other factors described in this MD&A, under the heading “Risk Factors” in the Company’s Annual Information Form for the year ended June 30, 2021 and its other public filings. The foregoing is not an exhaustive list of the factors that may affect any of the Company’s forward-looking statements or information.

 

The forward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this MD&A that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and opinions include, but are not limited to, those related to the Company’s ability to carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; development and exploration activities; the timing, extent, duration and economic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; including the ratification and approval of the MPC by the Plurinational Legislative Assembly of Bolivia; the ability of the Company’s Bolivian partner to convert the exploration licenses at the Carangas Project to AMC; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

 

Although the forward-looking statements contained in this MD&A are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this MD&A are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on such statements. Other than specifically required by applicable laws, the Company is under no obligation and expressly disclaims any such obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. These forward-looking statements are made as of the date of this MD&A.

 

Management’s Discussion and AnalysisPage 22

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three months ended September 30, 2022

(Expressed in US dollars, unless otherwise stated)

 

 

CAUTIONARY NOTE TO U.S. INVESTORS

 

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ from the requirements of United States securities laws. All mining terms used herein but not otherwise defined have the meanings set forth in NI 43-101. Unless otherwise indicated, the technical and scientific disclosure herein has been prepared in accordance with NI 43-101, which differs significantly from the requirements adopted by the U.S. Securities and Exchange Commission.

 

Accordingly, information contained in this MD&A containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of United States federal securities laws and the rules and regulations thereunder.

 

Additional information relating to the Company, including the Company’s Annual Information Form, can be obtained under the Company’s profile on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.

 

 

 

Management’s Discussion and AnalysisPage 23