EX-99.2 3 exhibit99-2.htm MANAGEMENTS DISCUSSION AND ANALYSIS FOR JUNE 30, 2023 Exhibit 99.2

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended June 30, 2023
(Expressed in US Dollars)

 

 

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

DATE OF REPORT: August 23, 2023

 

This management’s discussion and analysis (“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 audited consolidated financial statements for year ended June 30, 2023 and the related notes contained therein. The Company prepares its financial statements 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, 2023. 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 August 23, 2023.

 

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 “Silver Sand Project”), the Carangas project (the “Carangas Project”) and the Silverstrike project (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 under the symbol “NUAG” and on the NYSE American stock exchange 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 HIGHLIGHTS

 

§The Company filed its independent preliminary economic assessment technical report (the “PEA Technical Report”) in respect of the Silver Sand Project on February 16, 2023. The PEA Technical Report shows a post-tax net present value (“NPV”) (at a 5% discount rate) of $726 million with an internal return rate (“IRR”) of 39%, underpinned by a total silver production of 171 million ounces over 14 years of mine life. The PEA Technical Report also includes an updated mineral resource estimate (the “MRE”) with total measured and indicated mineral resource of 201.77 million ounces of silver at a head grade of 116 grams per tonne (“g/t”). Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”.

 

§The Company completed the 2023 drill program at the Carangas Project for a total of 17,623 m in 39 drill holes. Assay results of all drill holes have been received and released through two news releases on July 6, 2023 and May 30, 2023, respectively. The Company also completed the 2022 drill program at the Carangas Project for a total of 50,368 m in 115 drill holes. Assay results of all drill holes have been received and released through eight news releases between July 13, 2022 and April 6, 2023. The assay results continue to indicate that a thick zone of gold mineralization occurs beneath a shallow silver horizon measuring approximately 1,000 m long, 800 m wide, and up to 200 m thick. The Company has completed more than 80,000 m in 189 drill holes since 2021. Assay results from these drill holes will be used for an inaugural MRE to be completed later in 2023.

 

 

Management’s Discussion and AnalysisPage 2

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

§The Company strengthened the Board and management team by appointing Dr. Peter Megaw and Mr. Dickson Hall as directors and Mr. Andrew Williams as President of the Company.

 

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 (each, and “ATE”) 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, 33 kilometres (“km”) northeast of Potosí City, the department capital.

 

The Silver Sand 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 Silver Sand north block covers an area of 2.25 km2 and is comprised of two AMCs (Jisasjardan and Bronce). The AMCs establish a clear title to the Silver Sand Project.

 

Since acquiring the Silver Sand Project in 2017, the Company has carried out extensive exploration and resource definition drill programs.

 

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

 

 

Management’s Discussion and AnalysisPage 3

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

drill program, please refer to the Company’s news release dated April 6, 2022.

 

In 2022, the Company conducted a resource infill drilling and step-out drilling program at the Silver Sand south block and completed 19,323 m in 86 drill holes. Assay results for all drill holes have been received. The resource infill drilling aimed to improve the confidence in the continuity of mineralization in the core area of the Silver Sand Project and upgrade resources, while the step-out drilling was designed to test the extension of the mineralized zones up and down dip as well as on strike. The infill and step-out drilling results were included in the MRE update and incorporated into the PEA Technical Report. For details on the 2022 drill program, please refer to the Company’s news releases dated September 19, 2022, May 31, 2022, and April 6, 2022.

 

On November 28, 2022, the Company released the MRE update. Based on the MRE, the Silver Sand Project has an estimated measured and indicated mineral resource of 201.77 million ounces (“oz”) of silver at head grade of 116 g/t and an estimated inferred mineral resource of 12.95 million oz of silver at 88 g/t. For further details, please refer to the Company’s news release dated November 28, 2022.

 

On February 16, 2023, the Company filed its independent PEA Technical Report for its Silver Sand Project. AMC Mining Consultants (Canada) Ltd. (mineral resource, mining, infrastructure and financial analysis) was contracted to conduct the PEA Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and New Fields Canada Mining & Environment ULC (tailings, water and water management). The PEA Technical Report is based on the MRE, which was reported on November 28, 2022. Highlights from the PEA Technical Report, with a base case silver price of $22.50/oz are as follows:

 

§pre-tax NPV (5%) of $1.1 billion with an IRR of 52%, and a post-tax NPV (5%) of $726 million with an IRR of 39%;
§using a +/- 20% sensitivity analysis for silver price, a post-tax NPV (5%) of $1,054 million with an IRR of 50% at $27/oz silver, or a post-tax NPV (5%) of $398 million with an IRR of 26% at $18/oz silver;
§14-year mine life producing approximately 171 million ounces payable silver metal;
§initial capital cost of $308 million, which includes $52 million in contingency cost;
§life-of-mine (“LOM”) total sustaining capital cost of $20 million;
§average LOM operating cash cost of $8.45/oz and total all-in sustaining cost of $10.42/oz silver; and
§annual payable metal production exceeds 15 million ounces of silver in years one through four, with LOM average annual payable metal production exceeding 12 million ounces of silver.

 

Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”. For more details on the PEA Technical Report, please refer to the Company’s news releases dated February 16, 2023 and January 9, 2023.

 

Project Expenditures

 

For the three months and year ended June 30, 2023, total expenditures of $895,465 and $6,316,500, respectively (three months and year ended June 30, 2022 - $3,198,033 and $7,639,287, respectively) were capitalized under the Silver Sand Project.

 

 

Management’s Discussion and AnalysisPage 4

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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 Silver Sand Project. An updated to the MPC was made with COMIBOL on January 19, 2022. 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.

 

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 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 Carangas 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 three exploration licenses that cover an area of 40.75 km2.

 

Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the Carangas 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 completed the 2022 resource definition drill program for a total of 50,368 m in 115 drill holes. Assay results of all 115 drill holes have been received and released to date. The assay results continue to indicate that a thick zone of gold mineralization occurs beneath a shallow silver horizon measuring approximately 1,000 m long, 800 m wide, and up to 200 m thick. The 2022 drill results also indicate the gold system is open to the north and northeast directions with these targets being drill tested as part of the Company’s 2023 drill program. For details of the 2022 drill program, please refer to the Company’s news releases dated April 6, 2023, February 21, 2023,

 

 

Management’s Discussion and AnalysisPage 5

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

February 1, 2023, January 24, 2023, November 14, 2022, October 19, 2022, August 8, 2022, and July 13, 2022.

 

To the date of this MD&A, the Company completed its 2023 drill program at the Carangas Project for a total of 17,623 m in 39 drill holes. Assay results of all 39 drill holes have been received and released to date. For details of the 2023 drill program, please refer to the Company’s news releases dated July 6, 2023 and May 30, 2023. The results from the 2023 drill program, together with the results from 2021 and 2022 drill programs, will be used for an inaugural MRE to be completed later in 2023.

 

Project Expenditures

 

For the three months and year ended June 30, 2023, total expenditures of $1,627,199 and $10,817,356, respectively (three months and year ended June 30, 2022- $2,097,824 and $5,224,138, respectively) 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 SIlverstrike Project.

 

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 Silverstrike 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 completed a 3,200 m drill program at the Silverstrike Project. Assay results for the two drill holes were released in the news releases dated November 1, 2022 and September 12, 2022.

 

Project Expenditures

 

For the three months and year ended June 30, 2023, total expenditures of $63,030 and $1,409,101, respectively (three months and year ended June 30, 2021 - $100,677 and $142,078, respectively) were capitalized under the Silverstrike Project.

 

Frontier Area – Carangas Project and Silverstrike Project

 

The Carangas Project and the Silverstrike Project 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,

 

 

Management’s Discussion and AnalysisPage 6

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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 Project and the Silverstrike Project 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 Company’s former 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 is included in the receivables balance as at June 30, 2022 and was received in full during the year ended June 30, 2023. For the year ended June 30, 2022, a loss of $85,052 was recognized upon disposal of the RZY Project.

 

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   1,008,174    -    88,558    -    1,096,732 
Drilling and assaying   1,925,695    977,881    8,289,678    -    11,193,254 
Project management and support   2,719,120    256,569    1,424,573    -    4,400,262 
Camp service   467,690    174,651    1,005,158    -    1,647,499 
Permit and license   195,821    -    9,389    -    205,210 
Foreign currency impact   (201,972)   (24,680)   (8,831)   -    (235,483)
Balance, June 30, 2023  $82,683,126   $4,653,653   $16,269,471   $-   $103,606,250 

 

 

Management’s Discussion and AnalysisPage 7

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

FINANCIAL RESULTS

 

Selected Annual Information    
   Fiscal 2023   Fiscal 2022   Fiscal 2021 
Operating expense  $(8,256,075)  $(6,777,399)  $(5,945,985)
Income from Investments   178,046    220,112    395,543 
Other (loss) income   (22,103)   85,619    (1,023,932)
Net loss   (8,100,132)   (6,471,668)   (6,574,374)
Net loss attributable to equity holders   (8,095,449)   (6,420,885)   (6,566,440)
Basic and diluted loss per share   (0.05)   (0.04)   (0.04)
Total current assets   7,547,949    33,188,094    47,452,145 
Total non-current assets   110,759,592    90,890,161    79,366,979 
Total current liabilities   2,336,655    3,869,300    1,094,567 
Total non-current liabilities   -    -    - 

 

Net loss attributable to equity holders of the Company for the year ended June 30, 2023 was $8,095,449 or $0.05 per share (year ended June 30, 2022 – net loss of $6,420,885 or $0.04 per share).

 

For the three months ended June 30, 2023, net loss attributable to equity holders of the Company was $1,864,029 or 0.01 per share (three months ended June 30, 2022 - net loss of $2,337,826 or $0.01 per share).

 

The Company’s net loss attributable to equity holders of the Company for the three months and year ended June 30, 2023 and the respective comparative periods were mainly impacted by its operating expenses and net income from investments. Details of the variance analysis on operating expenses and net income from investments are explained below.

 

Operating expenses for the three months and year ended June 30, 2023 were $1,892,005 and $8,256,075, respectively (three months and year ended June 30, 2022 - $2,291,704 and $6,777,399, respectively). Items included in operating expenses were as follows:

 

(i)Project evaluation and corporate development expenses for the three months and year ended June 30, 2023 - $120,787 and $460,901, respectively (three months and year ended June 30, 2022 - $92,103 and $582,253, respectively). The decrease in project evaluation and corporate development expenses in the current year was a result of the Company focusing on the exploration and development of its existing projects and not incurring significant expenditures in new project evaluation in recent periods.

 

(ii)Filing and listing fees for the three months and year ended June 30, 2023 of $41,730 and $306,514, respectively (three months and year ended June 30, 2022 - $90,795 and $296,370, respectively). Filing fees for the current year and comparative year were consistent and incurred in the ordinary course of business. Filing fees for current quarter and comparative quarter varies due to different timing of services incurred and payments made.

 

(iii)Investor relations expenses for the three months and year ended June 30, 2023 of $80,889 and $576,065, respectively (three months and year ended June 30, 2022 - $348,549 and $698,146, respectively). Investor relation expenses decreased for the current periods was a result of reduced investor relation activities, the Company attended less conferences in current periods.

 

 

Management’s Discussion and AnalysisPage 8

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

(iv)Professional fees for the three months and year ended June 30, 2023 of $99,907 and $387,420, respectively (three months and year ended June 30, 2022 - $163,107 and $540,371, respectively). The decrease in professional fees for the current periods was a result of additional professional fees related to the Company’s base shelf prospectus incurred in the comparative periods.

 

(v)Salaries and benefits expense for the three months and year ended June 30, 2023 of $512,094 and $1,684,063, respectively (three months and year ended June 30, 2022 - $399,650 and $1,828,059, respectively). The decrease in salaries and benefits for the current year was a result of the departure of a few employees during early 2022. The increase in salaries and benefits for the current quarter was a result of recent hirings of a few key management positions.

 

(vi)Office and administration expenses for the three months and year ended June 30, 2023 of $332,510 and $1,465,132, respectively (three months and year ended June 30, 2022 - $683,606 and $1,716,546, respectively). The decrease in office and administrative expenses for the current periods was a result of reduced administrative activities.

 

(vii)Share-based compensation for the three months and year ended June 30, 2023 of $647,214 and $3,162,449, respectively (three months and year ended June 30, 2022 - $462,375 and $941,647, respectively). The increase in share-based compensation for the current periods was a result of recent grants of stock options and restricted share units.

 

Net income from investments for the year ended June 30, 2023 was $178,046 (year ended June 30, 2022 - $220,112). The decrease in net income from investments for the current year was a result of: (i) a $198,031 loss on the Company’s equity investments for the current year compared to a gain of $19,517 for the comparative year; (ii) a $5,977 gain on bonds compared to a gain of $48,484 for the comparative year; and (iii) offset by $370,100 interest earned from cash accounts compared to $152,111 interest earned in the comparative year.

 

For the three months ended June 30, 2023, net income from investments was $16,827 (three months ended June 30, 2022 – $11,700 ).

 

Foreign exchange loss for the year ended June 30, 2023 was $22,103 (year ended June 30, 2022 – gain of $185,475). 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 year ended June 30, 2023, the USD appreciated by 3.0% against the CAD (from 1.2886 to 1.3240) while in the prior year the USD appreciated by 4.0% against the CAD (from 1.2394 to 1.2886).

 

For the three months ended June 30, 2023, foreign exchange gain was $10,437 (three months ended June 30, 2022 – $21,070).

 

 

Management’s Discussion and AnalysisPage 9

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

Selected Quarterly Information

 

   For the Quarters Ended 
   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022   Sep. 30, 2022 
Operating expense  $(1,892,005)  $(2,377,480)  $(1,927,708)  $(2,058,882)
Income (loss) from Investments   16,827    119,438    83,455    (41,674)
Other income (loss)   10,437    (18,683)   (28,750)   14,893 
Net loss   (1,864,741)   (2,276,725)   (1,873,003)   (2,085,663)
Net loss attributable to equity holders   (1,864,029)   (2,275,519)   (1,870,718)   (2,085,183)
Basic and diluted loss per share   (0.01)   (0.01)   (0.01)   (0.01)
Total current assets   7,547,949    12,020,235    18,538,490    25,537,824 
Total non-current assets   110,759,592    107,788,104    102,583,739    96,522,875 
Total current liabilities   2,336,655    3,492,542    4,128,183    4,925,522 
Total non-current liabilities   -    -    -    - 

 

   For the Quarters Ended 
   Jun. 30, 2022   Mar. 31, 2022   Dec. 31, 2021   Sep. 30, 2021 
Operating expense  $(2,291,704)  $(1,524,374)  $(1,364,790)  $(1,596,531)
Income (loss) from Investments   11,700    124,860    131,471    (47,919)
Other (loss) income   (78,786)   (36,439)   (63,527)   264,371 
Net loss   (2,358,790)   (1,435,953)   (1,296,846)   (1,380,079)
Net loss attributable to equity holders   (2,337,826)   (1,408,892)   (1,295,940)   (1,378,227)
Basic and diluted loss per share   (0.01)   (0.01)   (0.01)   (0.01)
Total current assets   33,188,094    37,075,018    40,250,158    43,821,937 
Total non-current assets   90,890,161    88,171,122    85,318,722    82,251,766 
Total current liabilities   3,869,300    2,353,255    2,150,602    2,165,146 
Total non-current liabilities   -    -    -    - 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows

 

Cash used in operating activities for the three months and year ended June 30, 2023 was $1,150,278 and $5,513,975, respectively (three months and year ended June 30, 2022 - $1,821,805 and $4,563,997, respectively). Cash flow from operating activities are mainly driven by the Company’s operating expenses discussed in the previous sections.

 

Cash used in investing activities for the year ended June 30, 2023 was $17,030,589 (year ended June 30, 2022 - $13,047,208). Cash flows from investing activities were mainly impacted by: (i) capital expenditures for mineral properties and equipment of $18,118,151 on the exploration projects in Bolivia compared to $11,633,612 in the prior year; (ii) value-added tax of $1,898,626 paid in Bolivia in the current year compared to $1,415,404 paid in the prior year; and (iii) offset by proceeds of $2,986,188 received from the RZY compensation transaction during the current year.

 

For the three months ended June 30, 2023, cash used in investing activities was $3,475,075 (three months ended June 30, 2022 – cash used in investing activities of $4,157,035) and was mainly impacted by: (i) capital expenditures for mineral properties and equipment of $3,317,241 on the exploration projects in Bolivia compared to $3,600,638 in the comparative quarter; and (ii) value-added tax of $157,834 paid in Bolivia in the current quarter compared to $556,397 paid in the comparative quarter.

 

Cash provided by financing activities for the year ended June 30, 2023 was $825,116 (year ended June 30,

 

 

Management’s Discussion and AnalysisPage 10

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

2022 – $1,782,895) comprised of $604,674 (year ended June 30, 2022 - $1,782,895) proceeds from stock option exercises and $220,442 (year ended June 30, 2022 – nil) proceeds from private placement.

 

For the three months ended June 30, 2023, cash provided by financing activities was $320,128 (three months ended June 30, 2022 – cash provided by financing activities of $486,687) from proceeds of stock option exercises.

 

Liquidity and Access to Capital

 

As of June 30, 2023, the Company had working capital of $5,211,294 (June 30, 2022 – $29,318,794), comprised of cash of $6,296,312 (June 30, 2022 - $29,322,504), short term investments of $198,375 (June 30, 2022 - $192,398), and other current assets of $1,053,262 (June 30, 2022 - $3,673,192) offset by current liabilities of $2,336,655 (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.

 

Use of Proceeds of Prior Financings

 

The Company has fully utilized the net proceeds raised from all historical financings prior to the beginning of the current fiscal year.

 

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 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”).

 

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

 

 

Management’s Discussion and AnalysisPage 11

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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 June 30, 2023 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 June 30, 2023
Recurring measurements  Level 1   Level 2   Level 3   Total 
Financial Assets                    
Cash  $6,296,312   $          -   $          -   $6,296,312 
Short-term investments   198,375    -    -    198,375 
Equity investments   283,081    -    -    283,081 

 

    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 June 30, 2023, and June 30, 2022, respectively, due to the short-term nature of these instruments.

 

There were no transfers into or out of Level 3 during the year ended June 30, 2023.

 

(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 June 30, 2023, the Company had a working capital position of $5,211,294 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.

 

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:

 

   June 30, 2023  June 30, 2022 
   Due within a year   Total   Total 
Accounts payable and accrued liabilities  $2,280,553   $2,280,553   $3,492,269 
Due to a related party   56,102    56,102    377,031 
   $2,336,655   $2,336,655   $3,869,300 

 

 

Management’s Discussion and AnalysisPage 12

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

(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   As at June 30, 2023     June 30, 2022  
United States dollars   $ 320,994     $ 468,714  
Bolivianos     869,869       886,188  
Total   $ 1,190,863     $ 1,354,902  
                 
Financial liabilities denominated in foreign currencies other than relevant functional currency                
United States dollars   $ 73,970     $ -  
Bolivianos     1,543,889       1,619,261  
Total   $ 1,617,859     $ 1,619,261  

 

As at June 30, 2023, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $2,500.

 

As at June 30, 2023, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $6,800.

 

(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 do not have significant impact on the fair values of the financial instruments as of June 30, 2023. 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

 

 

Management’s Discussion and AnalysisPage 13

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

by the Board. Management believes the risk of loss to be remote, as the majority of its cash are 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 June 30, 2023, the Company had a receivables balance of $421,860 (June 30, 2022 - $3,193,926). There were no material amounts in receivables which were past due on June 30, 2023 (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 June 30, 2023, a 10% increase (decrease) in the market price of the securities held, ignoring 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  June 30, 2023   June 30, 2022 
Silvercorp Metals Inc.  $56,102   $377,031 

 

(a)       Silvercorp Metals Inc. (“Silvercorp”) has one director (Dr. Rui Feng) and one officer (Dr. Rui Feng as Chief Executive Officer) 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. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the year ended June 30, 2023 were $844,949 (year ended June 30, 2022 - $726,387).

 

During the year ended June 30, 2022, the Company’s subsidiary Qinghai Found borrowed a loan of $283,688 (RMB ¥1.9 million) from one of Silvercorp’s subsidiaries in China to help facilitate the closure of the RZY Compensation Transaction. During the year ended June 30, 2023, the loan plus interest of $23,422 were repaid in full.

 

(b)        Compensation of key management personnel

 

The remuneration of directors and other members of key management personnel for the years ended June 30, 2023 and 2022 are as follows:

 

   Years ended June 30, 
   2023   2022 
Director’s cash compensation  $59,715    $82,608 
Director’s share-based compensation   624,263    338,702 
Key management’s cash compensation   867,499    988,753 
Key management’s share-based compensation   2,137,888    461,947 
   $3,689,365   $1,872,010 

 

 

Management’s Discussion and AnalysisPage 14

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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, 2023.

 

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 – 157,605,340 common shares with a recorded value of $156 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
774,167   2.15 February 22, 2024
713,000   3.33 February 4, 2027
10,000   3.89 February 22, 2027
1,347,000   4.00 June 6, 2027
939,000   3.42 January 19, 2028
120,000   3.67 January 24, 2028
50,000   3.92 April 14, 2028
3,953,167   $                            2.50  

 

 

Management’s Discussion and AnalysisPage 15

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

(c)Restricted Share Units (“RSUs”)

 

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

 

    Weighted average 
      grant date closing 
 RSUs Outstanding    price per share (CAD$) 
 1,782,992   $                           3.81 

 

RISK FACTORS

 

The Company is subject to many risks which are outlined in this MD&A, the Company’s Annual Information Form (the “AIF”) and other public filings which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca 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.

 

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.

 

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

 

 

Management’s Discussion and AnalysisPage 16

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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.

 

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

 

 

Management’s Discussion and AnalysisPage 17

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

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 June 30, 2023, 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;

 

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

 

 

Management’s Discussion and AnalysisPage 18

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

·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 June 30, 2023, 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, 2023.

 

(b)Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the year ended June 30, 2023 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 (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)) for the purposes of NI 43-101.

 

CAUTIONARY NOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT

 

The results of the independent preliminary economic assessment (the “PEA”) contained in the PEA Technical Report are preliminary in nature and are intended to provide an initial assessment of the Silver Sand Project’s economic potential and development options. The PEA mine schedule and economic assessment includes numerous assumptions and is based on both indicated and inferred mineral resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the project economic assessments described herein will be achieved or that the PEA results will be realized. The estimate of mineral resources may be materially affected by geology, environmental, permitting, legal, title, socio-

 

 

Management’s Discussion and AnalysisPage 19

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

political, marketing or other relevant issues. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the inferred mineral resources to be considered in future advanced studies. AMC Mining Consultants (Canada) Ltd. (“AMC Consultants”) (mineral resource, mining, infrastructure and financial analysis) was contracted to conduct the PEA in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The qualified persons (as defined in NI 43-101) for the PEA for the purposes of NI 43-101 are Mr. John Morton Shannon, P.Geo, General Manage and Principal Geologist at AMC Consultants, Mr. Wayne Rogers, P.Eng, and Mr. Mo Molavi, P.Eng, both Principal Mining Engineers with AMC Consultants, Mr. Andrew Holloway, P.Eng, Process Director with Halyard Inc., and Mr. Leon Botham, P.Eng., Principal Engineer with NewFields Canada Mining & Environment ULC, in addition to Ms. Dinara Nussipakynova, P.Geo., Principal Geologist with AMC Consultants, who estimated the mineral resources. All qualified persons for the PEA have reviewed the disclosure of the PEA herein. The PEA is based on the MRE, which was reported on November 28, 2022. The effective date of the MRE is October 31, 2022. The cut-off applied for reporting the pit-constrained mineral resources is 30 g/t silver. Assumptions made to derive a cut-off grade included mining costs, processing costs and recoveries and were obtained from comparable industry situations. The model is depleted for historical mining activities. Mineral resources are constrained by optimized pit shells at a silver price of US$22.50 per ounce, silver metallurgical recovery of 91%, silver payability of 99%, open pit mining cost of US$2.6/t, processing cost of US$16/t, G&A cost of US$2/t, and slope angle of 44-47 degrees. Key assumptions used for pit optimization for the PEA mining pit include silver price of US$22.50 per ounce, silver metallurgical recovery of 91%, silver payability of 99%, open pit mining cost of US$2.6/t, incremental mining cost of US$0.04/t (per 10 m bench), processing cost of US$16/t, tailing storage facility operating cost of US$0.7/t, G&A cost of US$2/t, royalty of 6.00%, mining recovery of 92%, dilution of 8%, and cut-off grade of 30 g/t silver.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

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; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects; the results of the PEA; timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capital expenditures; and the sufficiency of funds to support the Company’s normal exploration, development and operating requirements on an ongoing basis.

 

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 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

 

 

Management’s Discussion and AnalysisPage 20

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2023

(Expressed in US dollars, unless otherwise stated)

 

 

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 AIF 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: 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 completion of an MRE based on the results of the 2023, 2022 and 2021 drill programs; 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.

 

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 AIF, can be obtained under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.

 

 

Management’s Discussion and AnalysisPage 21