Exhibit 99.3

 

 

BLUE MOON METALS INC. 

MANAGEMENT’S DISCUSSION AND ANALYSIS 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

 

The following management discussion and analysis (“MD&A”) of Blue Moon Metals Inc. (“Blue Moon” or the “Company”) has been prepared as of November 19, 2025, and provides an analysis of the Company’s results of operations for the three and nine months ended September 30, 2025.

 

This discussion is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as certain forward-looking statements relating to its potential future performance. The information should be read in conjunction with the Blue Moon unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, Blue Moon’s audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the notes thereto, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”). Blue Moon's material accounting policies are described in note 3 of the aforementioned audited consolidated financial statements. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise indicated.

 

The operations of the Company are speculative due to the high-risk nature of the mining industry. Blue Moon faces risks that are generally applicable to its industry and others that are specific to its operations. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. Such risk factors could materially affect the value of the Company’s assets, and future operating results of the Company and could cause actual results to differ materially from those described in this MD&A. Reference is made to the discussion of forward-looking statements at the end of this document.

 

DESCRIPTION OF THE BUSINESS

 

Blue Moon is a mineral exploration and development company and is focused on advancing its three polymetallic brownfield projects in Tier 1 mining jurisdictions: the Nussir copper-gold-silver property in Norway, the Blue Moon zinc-copper-gold-silver property in California, USA, and the Sulitjelma copper-zinc property in Norway. All three projects have the potential to be developed into underground mines and following the receipt of approval by the Bureau of Land Management (“BLM”) for a portal and tunnel at the Blue Moon volcanogenic massive sulphide (“VMS”) deposit, the Company now considers the Nussir project and the Blue Moon project as its material properties.

 

Blue Moon is listed on the TSX Venture Exchange under the symbol “MOON” and is quoted on the OTCQX under the symbol “BMOOF”.

 

CORPORATE

 

Acquisitions

 

In the first quarter of 2025, the Company completed the acquisitions of Nussir ASA (“Nussir”), which owns the Nussir project, Nye Sulitjelma Gruver SA (“NSG”), which owns the Sulitjelma project, and Repparfjord Eiendom AS (“REAS”), which has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land, as well as some ship loading facilities. The ground lease covers the proposed process plant site for the Nussir project. The REAS agreement is renewable and it is the intention of the Company to renew it over the life of the Nussir mine.

 

As a result of these acquisitions, the Company has acquired two brownfield critical minerals projects in a Tier 1 jurisdiction as well as most of the required infrastructure for the Nussir mine.

 

On October 14, 2025, the Company announced that it had entered into a memorandum of understanding (the “Springer MOU”) with Goods LG LLC (“Goods”). The Springer MOU granted the Company exclusivity in exchange for a non-refundable US$500,000 cash payment to acquire the Springer mine, mill and all associated infrastructure required for mineral processing in Pershing County, Nevada (the “Springer Property”) and is subject to a number of conditions precedent, which included the negotiation of a definitive agreement, the extension of certain water rights used by the mill, the transfer of major operating permits and satisfaction of other customary conditions for transactions of this nature. As of the date of this MD&A, it is expected that the transaction will close over the next few months.

 

 

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

With the closing of the Springer transaction in early 2026, the Company intends to develop a hub and spoke business model by acquiring and developing smaller, high grade underground critical metals mines in the western United States and sending the mineralized material to the Springer mine for processing. This is in line with US federal initiatives to promote domestic production of critical metals and decrease dependence on foreign supply chains.

 

Base shelf prospectus

 

On September 23, 2025, the Company filed a short form base shelf prospectus (the “Base Shelf Prospectus”) in each of the provinces and territories of Canada, other than Québec. The Base Shelf Prospectus which provides for the issuance of up to $200 million of eligible securities and has a term of twenty-five months, allows the Company to raise funds quickly during the term of the Base Shelf Prospectus by filing a prospectus supplement for the issuance of eligible securities.

 

Equity financing

 

On October 1, 2025, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus, the Company closed a bought-deal public offering issuing 26,220,000 common shares at a price of $3.30 per share for total gross proceeds of $86.5 million. Net proceeds from the offering are expected to be used for the development of the Blue Moon project, further exploration at Nussir and NSG and general corporate and working capital purposes.

 

On September 4, 2025 the Company issued 2,092,173 common shares at a price of $3.30 per share for gross proceeds of $6,897,000 to Oaktree Capital Management LP as part of the initial equity tranche under the Hartree and Oaktree Capital Management LP project finance package to fund early works and pre-construction activities at Nussir.

 

Concurrent with the first draw under the related bridge loan, the Company issued 1,045,000 bonus shares to Hartree for no cash consideration as part of the financing arrangement.

 

On May 8, 2025, the Company announced the mobilization for the underground development of the exploration decline and confirmation of underground mining parameters at the Nussir project and pursuant to the previously announced agreement with Leonard Nilsen & Sønner AS (“LNS”), which provides comprehensive mining services to the Company during the construction and operation of the Nussir project, LNS acquired 376,833 common shares in the Company at a share price of $3.00 per share through a non-brokered private placement for gross proceeds of $1,130,499.

 

On March 7, 2025, the Company closed the second tranche of financing from Hartree (as defined below) of 1,750,000 shares for gross proceeds of $5.25 million. The shares were subject to a statutory hold period of four months and one day from the date of issuance (see below for the Hartree investment).

 

On February 26, 2025, 9,000,028 subscription receipts issued as part of the units (the “Units”) in the December 2024 brokered unit financing (the “Concurrent Financing”) came out of escrow on the completion of the Nussir and NSG transactions and were converted into common shares 9,000,035 common shares without payment of additional consideration (rounding due to the 10:1 share consolidation).

 

Strategic investors in the Concurrent Financing included:

 

Hartree Partners LP (“Hartree”)

 

Hartree subscribed to $7.25 million Units, with an option to subscribe to up to $7.75 million Units, received pro-rata pre-emptive rights in respect of future equity issuances, the right to appoint a nominee to the Blue Moon board of directors (the “Board”) by the end of December 2025 and the right to participate on a technical committee. The Company entered into a long-term offtake agreement with an affiliate of Hartree for Nussir’s production of concentrate, with a right of last offer for a portion of the offtake volumes at the Blue Moon and the Sulitjelma projects. In addition, Hartree and Blue Moon entered into a Memorandum of Understanding (“MOU”) for up to US$20 million of secured bridge loan. On March 7, 2025, the Company closed the second tranche of equity financing from Hartree for an amount of $5.25 million.

 

Wheaton Precious Metals Corp. (“Wheaton”)

 

Wheaton subscribed to $4.95 million Units. In addition, an affiliate of Wheaton has acquired a corporate-wide right of first refusal (“ROFR”) on any precious metals streams or royalties on Blue Moon’s properties for $50,000.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

Leonard Nilsen & Sønner AS (“LNS”)

 

LNS subscribed to approximately $4.2 million (equivalent of NOK 33 million) in Blue Moon Shares and committed to two further tranches of approximately $1.1 million (equivalent of NOK 8.5 million) each, with the first tranche being made at the start of the Nussir decline construction and the second being ten months after the start of decline construction.

 

If LNS owns 5% of the issued and outstanding common shares, they have the right to appoint a Board member by the end of December 2025.

 

Share consolidation and graduation to TSX Tier 1

 

On March 3, 2025, the Company announced its intention to complete a share consolidation of one (1) post-consolidation share for every ten (10) pre-consolidation shares. On March 14, 2025, when trading resumed on the TSXV after being halted since the announcement of the Nussir and NSG Transactions, the common shares of the Company began trading on a post-consolidated basis. All references to number of shares and per share amounts have been retroactively restated to reflect the consolidation.

 

Reinstatement of quotation on the OTCQB followed by upgrade to OTCQX

 

Following the March 14, 2025 unhalting of the Company’s shares on the TSXV, the Company applied for and was granted on April 14, 2025, the reinstatement of its quote on the OTCQB® Venture Market. This was followed by the Company being upgraded to trade on the OTCQX® Best Market on April 15, 2025. The OTCQX Market is the highest tier of the US OTC markets and it is expected to enhance the Company’s visibility and provide improved accessibility to its US investors.

 

Intention to list on the NASDAQ exchange

 

On October 14, 2025, on the signing of the Springer MOU and its US asset base, the Company announced that it intends to apply to list its common shares on the Nasdaq Capital Market (the “NASDAQ”), likely in the first quarter of 2026.

 

Annual General Meeting, Board changes and management appointments

 

The Company continues to evolve in its board composition, and to grow its management team to support its strategic activities and project development activities in 2025:

 

· On November 13, 2025, the Company appointed new board members, welcoming Per-Erik Bjørnstad, Frode Nilsen, and Richard Colterjohn to the Board, while bidding goodbye to Haytham Hodaly, who did not stand for re-appointment following his recent promotion to be President of Wheaton Precious Metals Inc.
   
· On October 28, 2025, the Company appointed Katy Grant as Senior Vice President, Human Resources and Corporate Sustainability.
   
· On July 3, 2025, the Company appointed Stephen Eddy as Senior Vice President, Corporate Development.
   
· On April 21, 2025, the Company appointed Ms. Boi Linh Doig as its Vice President, Mining.
   
· On February 26, 2025, following the completion of the Nussir and NSG Transactions, Francis Johnstone and Karin Thorburn, both formerly on the board of directors of Nussir, joined the Blue Moon board, while Patrick McGrath resigned. In addition, Skott Mealer joined as President and Chief Operating Officer, and Theodore Veligrakis joined as Vice President, Exploration.

 

Engagement of market maker and commencement of European outreach efforts

 

·On October 6, 2025 the Company announced the engagement of SRC Swiss Resource Capital AG (“SRC”) for investors and communications services in Europe. SRC has experience in providing services to issuers of various stock exchanges seeking to raise their profile in public markets across Europe.

 

·On May 8, 2025, the Company announced the engagement of Red Cloud Securities as its market maker to provide market stability and liquidity for the Company’s common shares on the TSXV with a monthly fee of $7,000 for a minimum term of three months.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

Project Financing

 

·On August 19, 2025, the Company entered into a memorandum of understanding with Hartree and funds managed by Oaktree Capital Management, L.P. (“Oaktree”, collectively, the “Lenders”, each a “Lender”). This consisted of a previously agreed to bridge loan (the “Bridge Loan”) with Nussir and Keystone Mines, the Company’s wholly owned subsidiary that holds the Blue Moon project, as borrowers and a project financing package (“Project Finance Package” and together with the Bridge Loan, the “Investment Package”) providing up to US$140 million support for the continued development and construction of Nussir. The Project Finance Package includes a US$50 million senior secured term loan (the “Senior Secured Term Loan”), a US$70 million precious metals stream (the “Redeemable Precious Metals Stream Agreement”) and an equity investment of up to US$20 million (subject to a 19.9% Oaktree/Hartree combined ownership limitation). The Project Finance Package is subject to customary approvals, diligence and closing conditions.

 

·The definitive Bridge Loan agreement has been signed. On September 4, 2025, the Company completed the first drawdown of the Bridge Loan for US$12.5 million. Additionally, a subscription agreement has been signed for US$5 million at C$3.30 per share and the first equity investment closed on September 4, 2025, resulting in the issuance of 2,092,173 common shares. Follow-on commitments of up to an additional US$15 million will be completed upon the occurrence of certain events.

 

·The initial capital from the Bridge Loan and the equity investment will provide funding for key early works and pre-construction activities for the Nussir and Blue Moon Projects as well as working capital and corporate activities. The Investment Package bears customary upfront and standby fees and in connection with arranging for the project financing, the Company granted Hartree 1,045,000 common shares (“Bonus Shares”) of the Company concurrent with the first draw of funds under the Bridge Loan on September 4, 2025. These Bonus Shares are subject to an applicable statutory hold period under Canadian securities laws.

 

·The Senior Secured Term Loan, when drawn, will be used to fund development and construction activities, including operation and working capital needs of the Nussir Project.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

PROPERTY OVERVIEW AND DEVELOPMENT

 

Nussir Property (Finnmark, Norway)

 

The Nussir Property is a polymetallic deposit which contains copper, silver and gold located at the Finnmark county in northern Norway. It is an underground development project that benefits from existing critical infrastructure located next to the property (access, power and port).

 

On February 26, 2025, the Company acquired the Nussir project and on February 27, 2025, the Company filed its maiden National Instrument (“NI”) 43-101 Technical Report, titled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” dated January 24, 2025, on www.sedarplus.com. It Is available on the Company’s website at www.bluemoonmetals.com.

 

The updated MRE is shown below:

 

   Tonnes   Cu   Ag   Au   Cu Eq   Cu Metal   Ag Metal   Au Metal 
Category  Mt   %   g/t   g/t   %   Kt   Koz   Koz 
Measured   2.69    1.08    12.8    0.18    1.31    29    1,103    16 
Indicated   26.03    1.01    12.3    0.11    1.19    263    10,288    92 
Measured + Indicated   28.72    1.02    12.3    0.12    1.20    292    11,391    108 
Inferred   31.99    1.01    14.6    0.14    1.23    324    14,972    143 

 

Notes:

 

(1)CIM definitions were followed for MRE.
(2)A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO.
(3)Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby.
(4)MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining.
(5)Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing.
(6)Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022.
(7)The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore.
(8)Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material.
(9)Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

 

On March 6, 2025, the Company acquired all of the shares of REAS, from Wergeland Eigedom AS (“WG”). The acquisition includes critical infrastructure adjacent to the Nussir Project, notably the Øyen Industrial Land, a deep-water port facility with ship-loading and conveyor systems, a fully permitted and operating aggregate mine and buildings suitable for housing, administration and processing. This site is permitted and zoned for mining and processing activities and includes a large process plant building capable of supporting a 6,000 tpd flotation plant, along with access to low-cost industrial power.

 

Under the agreement, WG retains sublease rights for aggregate production and has committed to purchasing waste rock from Nussir at a minimum price of NOK 15 per tonne.

 

On June 4, 2025, the European Union Commission designated the Nussir project, as well as twelve other projects outside of the EU, as a Strategic Critical Raw Material Project under the provisions of the 2023 EU Critical Raw Materials Act, the first project located in Norway to receive this designation, and the only primary copper project to receive this designation. This designation may benefit the project through coordinated support by the EU Commission, better access to public and private financing through various funding programs, and political support for the advancement of the project.

 

LNS commenced underground construction in June 2025 with the mine access portal. The 1600m long decline will provide access to start construction of the exploration decline and provides a platform for further underground exploration. This work will continue and is expected to be completed over the next year, giving the Company key engineering inputs to lead to a final investment decision.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

In July 2025, the Company engaged Worley Limited (“Worley”) as the engineering contractor for updating the May 2023 JORC-compliant Feasibility Study to a maiden NI 43-101 Feasibility Study (“FS”), to advance basic engineering on the project and to support a construction decision. The basic engineering on the process plant will allow the process of ordering of long-lead items to commence in the last quarter of 2025 with detailed engineering to follow. The FS will include updated capital and operating expenditures, and will incorporate innovations in mine design and process facility, including reviewing the option of including optical sorting. Results of the FS update are expected in early 2026.

 

Blue Moon Property (California, USA)

 

The Blue Moon project is a VMS deposit which contains zinc, gold, silver, copper and lead. The property is well located with existing local infrastructure including paved highways three miles from site; a hydroelectric power generation facility a few miles from the site, a three-hour drive to the Oakland port and a five-hour drive to the industrial service centre of Reno. Zinc and copper are currently on the USGS list of metals critical to the US economy and national security.

 

On April 15, 2025, the Company announced that it has received approval by BLM to construct a portal and exploration decline to enable underground mineral exploration activities at the Blue Moon project. This is an important permitting milestone for the development of the Blue Moon project, as the initial portal and decline will provide access for infill and exploration drilling, allow for examination of geology, rock mechanics, hydrogeologic characteristics, underground mining conditions, and can also be utilized as the main haulage route once the mine moves into production.

 

On October 10, 2024, the Company initiated a Preliminary Economic Assessment (“PEA”) on the Blue Moon project to be led by Micon International Ltd (“Micon”) and Resource Development Associates, Inc (“RDA”). On March 3, 2025, the Company announced an updated Mineral Resource estimate (“Mineral Resource Estimate” or “MRE”) and the results of the PEA for the Blue Moon VMS deposit, summarized as an independent NI 43-101 Technical Report, was filed on April 15, 2025. See March 3, 2025 press release for summary of results.

 

In conjunction with the PEA, the Company announced an updated MRE for the project, with an effective date of December 24, 2024. The MRE is available on the Company’s website and is based on 87 drill holes totalling 122,364 feet of drilling with 2,631 individual assay intervals. The estimate outlined the following resources:

 

Indicated Resources:

 

Domain (Vein)  ZnEq Cutoff   Tons   ZnEq %   Cu %   Pb %   Zn %   Au opt   Ag opt 
Main   2.9%   3,073,000    12.66    0.78    0.16    5.90    0.04    1.14 
East   2.9%   498,000    18.99    0.47    0.63    6.64    0.09    3.72 
West   2.9%   78,000    9.5    0.62    0.33    4.41    0.03    0.93 
Total        3,650,000    13.46    0.73    0.23    5.97    0.04    1.49 
                                         
             Metal   Cu Mlbs   Pb Mlbs   Zn Mlbs   Au Moz   Ag Moz 
              Main    47.94    10.08    362.76    0.11    3.51 
              East    4.67    6.29    66.15    0.04    1.85 
              West    0.97    0.52    6.91    0.00    0.07 
              Total    53.59    16.90    435.83    0.16    5.43 

 

Inferred Resources:

 

Domain (Vein)  ZnEq Cutoff   Tons   ZnEq %   Cu %   Pb %   Zn %   Au opt   Ag opt 
Main   2.9%   3,261,000    11.41    0.52    0.23    5.68    0.04    1.15 
East   2.9%   994,000    15.49    0.59    0.56    5.04    0.07    2.43 
West   2.9%   173,000    6.28    0.73    0.22    1.98    0.02    0.40 
Total        4,428,000    12.12    0.54    0.30    5.39    0.04    1.41 
                                         
             Metal   Cu Mlbs   Pb Mlbs   Zn Mlbs   Au Moz   Ag Moz 
              Main    33.65    14.74    370.27    0.11    3.76 
              East    11.80    11.20    100.11    0.07    2.42 
              West    2.52    0.74    6.84    0.00    0.07 
              Total    47.97    26.68    477.22    0.19    6.25 

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

  

Notes:

 

(1)Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101.
(2)Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining.
(3)The cutoff grade of 2.9% ZnEq considered parameters of:
a.Metal selling prices: Au-$2200/oz, Ag-$27/oz, Cu-$4.25/lb., Pb-$0.90/lb., Zn-$1.25/lb.
b.Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%.
c.Costs including mining, processing, general and administrative (G&A).
(4)Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0) + (Ag opt * 25.46)+(Au opt * 1896.40))/23.83.
(5)There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.
(6)Mineral resources are not mineral reserves and do not have demonstrated economic viability.
(7)Figures may not add up due to rounding.
(8)Tonnages shown are short tons.
(9)Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis.

 

In June 2025, the Company awarded to Small Mine Development, LLC (“SMD”) a contract for the construction of an exploration portal and decline. This will enable underground exploration activities at the Blue Mine Project, providing access for infill and exploration drilling, as well as for further studies and investigations related to geology, rock mechanics, hydrogeology, underground mining conditions and metallurgical test work, leading to a final investment decision on the mine.

 

In October 2025, the Company commenced the construction of the portal and the underground exploration decline and it is expected that the initial 2,500 feet of the decline will be completed by the second quarter of 2026. Exploration drilling activities will commence from the underground alongside the advance of the decline, allowing the Company to accelerate the collection of geological, geotechnical and metallurgical data in parallel with ongoing decline development.

 

The Company is committed to supporting the economic and social development of the local and regional communities and the initial construction work is expected to generate at least 20 local employment opportunities directly with the mine and indirectly through SMD and its subcontractors.

 

Sulitjelma Property (Nordland county, Norway)

 

On February 26, 2025, the Company acquired the Sulitjelma project, a polymetallic deposit which contains copper and zinc located in northern Norway. Sulitjelma previously hosted Norway’s largest mining operation with historical production between 1891 and 1991 of 26 million tonnes of 1.80% Cu with additional zinc, sulphur, gold and silver credits.

 

On April 10, 2025, the Company announced its maiden MRE for the Sulitjelma VMS deposit. This was summarized in an NI 43-101 technical report, which was filed on SEDAR+ on April 20, 2025.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

The constrained MRE is as follows:

 

 

* Apparent True Thickness

 

Notes:

 

1.CIM definitions were followed for MRE.
2.All resources reported are categorized Inferred; there are no Measured or Indicated resources.
3.A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes.
4.The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% CuEq, related to potential underground mining.
5.Assumed parameters for the cut-off grade and CuEq calculations included: Prices: $4.20/lb Cu, $1.25/lb Zn Processing recoveries: 92% Cu, 57% Zn Payabilities: 96.5% Cu, 86% Zn
6.The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade x 0.16)
7.For the cut-off grade calculation, the assumed total operating cost was $50/t of ore.
8.A global density value of 3 t/m3 was assumed.
9.Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material.
10.Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
11.Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis.

 

Blue Moon will initially focus on the Rupsi and Dypet deposits where the Company has received Norwegian Government approval in Q1 2025 to extend an existing historical mine tunnel into the deposit by up to 1 km. The tunnel extension and the completion of 10,000 m of underground drilling are part of the recommendations in the technical report, with a budget of 46.2 MNOK (approximately US$4.5M), which will allow the Company to upgrade the resource from the inferred category to the indicated category, expand on the current resource, and gather geotechnical and metallurgical data.

 

In July 2025, the Company received the environmental permit from the Norwegian Environmental Agency required to start its planned activities in the Rupsi tunnel and awarded a contract to Fauskebygg AS (“Fauskebygg”), a local construction company in the Fauske municipality, for the extension.

 

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Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

QUALIFIED PERSON

 

The technical information contained in this MD&A for the Company’s properties has been reviewed and approved by Boi-Linh Doig, P.Eng., as a non-Independent Qualified Person in accordance with National Instrument 43-101.

 

General Exploration Expenses

 

The Company’s exploration expenses for the periods presented were as follows:

 

   For the three months ended September 30, 
   2025   2024 
   Nussir   NSG   Blue Moon   Total   Blue Moon   Total 
   $   $   $   $   $   $ 
Claims costs   4,198    5,032    -    9,230    3,326    3,326 
Camp operations   1,244,871    162,459    324,614    1,731,944    6,477    6,477 
Development and site preparation   5,547,760    31,835    49,091    5,628,686    -    - 
Engineering studies   1,243,794    15,517    443,476    1,702,787    10,454    10,454 
Prospecting and geology   -    -    457,905    457,905    -    - 
Permitting   -    -    140,802    140,802    3,375    3,375 
TOTAL   8,040,623    214,843    1,415,888    9,671,354    23,632    23,632 

 

   For the nine months ended September 30, 
   2025   2024 
   Nussir   NSG   Blue Moon   Total   Blue Moon   Total 
   $   $   $   $   $   $ 
Claims costs   8,996    13,790    34,208    56,994    12,304    12,304 
Camp operations   2,376,432    297,473    379,085    3,052,990    51,262    51,262 
Development and site preparation   7,630,602    31,835    49,091    7,711,528    -    - 
Engineering studies   1,514,986    68,118    1,068,445    2,651,549    10,454    10,454 
Prospecting and geology   -    -    484,779    484,779    14,253    14,253 
Permitting   -    -    357,922    357,922    3,375    3,375 
TOTAL   11,531,016    411,216    2,373,530    14,315,762    91,648    91,648 

 

- 9 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

RESULTS OF OPERATIONS

 

   Three months ended September 30,   Nine months ended September 30, 
   2025   2024   2025   2024 
   $   $   $   $ 
Employee benefits   570,205    -    1,304,104    - 
Share-based payments   585,295    2,047    1,318,136    34,167 
Professional and consulting fees   990,439    14,565    2,067,666    50,862 
General exploration expenses   9,671,354    23,632    14,315,762    91,648 
Filing and regulatory fees   15,170    27,541    135,340    49,774 
General administrative costs   69,935    2,084    157,076    8,523 
Shareholder communication and travel   185,933    900    410,769    8,695 
Depreciation   445,712    -    955,249    - 
Foreign exchange Loss   65,085    963    81,610    1,007 
Interest expense   251,097    -    251,142    2,172 
Interest income   (101,938)   -    (361,261)   (7,392)
Other income   (2,310,183)   -    (2,368,199)   - 
Fair value gain   (637,500)   -    (680,000)   - 
NET LOSS ATTRIBUTABLE TO:                    
Blue Moon Metals Inc. shareholders   9,271,255    71,732    16,791,721    239,456 
Non-controlling interests   529,349    -    795,673    - 
Net loss   9,800,604    71,732    17,587,394    239,456 

 

Results of operations for the three months ended September 30, 2025

 

Blue Moon recorded a net loss of $9,271,255 ($0.18 per common share) for the three months ended September 30, 2025, compared to a loss of $71,732 ($0.02 per common share) over the same period in 2024.

 

Prior to October 2024, Blue Moon was the only project that the Company owned and with limited funding, activities were kept to a minimum. In October 2024, the Company refreshed its shareholder base, board and management, and started its journey to expand its portfolio of projects and to develop one or more of these projects into a mine. As such, the expense profiles were significantly different when compared with the same period(s) in the previous year. The following factors contributed to the key differences in the comparative figures, as follows:

 

Employee benefits and share-based compensation increased by $570,205 and $583,248 respectively during the three months ended September 30, 2025 compared to $NIL and $2,047 in the same period in 2024. This reflects the hiring of corporate personnel required to advance financing, permitting and development planning as well as staff costs in Nussir which were consolidated from the date of acquisition in February 2025. In the prior year, the Company was not active and the few key personnel were engaged under consulting agreements rather than as employees.

 

Professional fees increased by $975,874 during the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by higher legal and advisory costs related to (i) corporate and financing matters for the Blue Moon parent company, including running processes for project financing that resulted in the Project Finance Package, the Bridge Loan, the bought-deal equity offering, as well as related shelf/prospectus filings and other corporate legal requirements; (ii) due diligence, transaction structuring and related activities associated with various targets including the Springer acquisition; and (iii) regulatory, permitting and corporate activities within the Norwegian group of entities including legal assessments related to the Hammerfest port dispute.

 

Exploration expenses increased by $9,647,722 during the three months ended September 30, 2025, compared to same period in 2024. This primarily reflects the technical work undertaken to support the advancement of the Company’s key assets, mainly driven by activities at the Nussir project, relating to underground development work to continue advancing the existing tunnel to access the deposit, site earthworks and mobilization of contractors and equipment to prepare the site for development. In addition, expenditures were incurred to advance the feasibility study led by Worley. Camp operation costs reflect additional site personnel and owners costs which include travel, fuel and consumables for the field activities.

 

- 10 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

At the Sulitjelma project, tunnel clearing in the Rupsi tunnel is nearing completion and field activities have begun to prepare for the planned extension to support exploration.

 

At the Blue Moon project, exploration expenditures related primarily to early project advancement work including geological support and core relogging activities, mine-planning and scenario modelling.

 

Shareholder communication and travel increased by $185,033 during the three months ended September 30, 2025, compared to the same period in 2024, reflecting higher corporate and marketing activities during the quarter, as well as hosting site visits by analysts and investors.

 

Depreciation increased by $445,712 during the three months ended September 30, 2025, compared to the same period in 2024, mainly reflecting the amortization of the fair value adjustment recognized in the purchase price allocation related to the REAS acquisition, as well as depreciation related to several lease arrangements and fixed assets at the Nussir project.

 

Interest income increased by $101,938 during the three months ended September 30, 2025, compared to the same period in 2024. The increase is primarily due to the Company’s higher cash balance resulting from the equity financings completed in December 2024 up to September 2025 and the bridge loan drawdown in September 2025, while interest expense increased by $251,097 for the same periods, a result of drawing down the first tranche from the Bridge Loan.

 

Other income increased by $2,310,183 during the three months ended September 30, 2025, compared to the same period in 2024. The increase primarily reflects the reversal of the previously recorded Hammerfest quay provision of NOK 15 million (approximately $2.1 million). During the quarter, the Company also finalized a settlement arrangement with the Hammerfest Port Authority, whereby NOK 5 million (approximately $700,000) will be paid on January 1, 2028 in full settlement of the quay-related disputed. In addition, the Company recognized the recovery of NOK 5 million from WG pursuant to the share purchase arrangement of REAS relating to the historical dispute.

 

A fair value gain of $637,500 was recorded during the three months ended September 30, 2025, reflecting the revaluation of the Company’s investment in Honey Badger Silver Inc., received as consideration for the 2024 sale of the Yava property.

 

Results of operations for the nine months ended September 30, 2025

 

Blue Moon incurred a loss of $16,791,721 ($0.40 per common share) for the nine months ended September 30, 2025, compared to a loss of $239,456 ($0.08 per common share) over the same period in 2024. These factors contributed to the key differences in the comparative figures, as follows:

 

Employee benefits and share based compensation increased by $1,304,104 and $1,283,969 respectively, during the nine months ended September 30, 2025, compared to $NIL and $34,167 in the same period in 2024. The increase reflects the hiring of corporate personnel required to advance financing, permitting and development planning. In the prior year, limited personnel were engaged under consulting agreements rather than as employees.

 

Professional fees increased by $2,016,804 during the nine months ended September 30, 2025, compared to the same period in 2024. The increase reflects higher legal and advisory costs related to corporate financing activities and other general support, the Springer acquisition and increased regulatory and permitting activity associated with the Norwegian operations following the consolidation of the Nussir and Sulitjelma projects. In the prior year, professional fees were minimal as the Company had limited project and financing activities.

 

Exploration expenditures increased by $14,224,114 during the nine months ended September 30, 2025, compared to the same period in 2024. This increase primarily reflects the technical and development work undertaken to advance the Company’s key assets. In the first half of the year, costs were primarily related to early-stage engineering studies and technical work across the portfolio, including completion of a PEA and updated MRE at Blue Moon and filing of a maiden MRE and engineering studies at the Nussir and Sulitjelma projects. In the second half of the year, activity was to be mainly driven by the Nussir project, including portal and underground development work, site earthworks performed by third-party contractors and commencement of Worley’s updated feasibility study.

 

Shareholder communication and travel increased by $402,073 during the nine months ended September 30, 2025, compared to the same period in 2024, reflecting higher corporate and marketing activities during the nine months.

 

- 11 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

Depreciation increased by $955,249 during the nine months ended September 30, 2025, primarily reflecting the amortization of the fair value adjustment recognized in the purchase price allocation related to the REAS acquisition, as well as depreciation related to several lease arrangements and fixed assets at the Nussir project.

 

Interest income increased by $353,869 during the nine months ended September 30, 2025, compared to the same period in 2024. The increase is mainly due to the Company’s higher cash balance resulting from the equity financings completed in December 2024 and the first half of 2025, as well as the proceeds from the Bridge Loan, while interest expenses increased by $248,970 for the same periods, a result of drawing down the first tranche from the Bridge Loan.

 

Other income increased by $2,368,199 during the nine months ended September 30, 2025, compared to the same period in 2024, mainly due to items recorded in the third quarter, including the reversal of the Hammerfest quay provision and the related settlement and recovery from WG.

 

A fair value gain of $680,000 was recorded during the nine months ended September 30, 2025, reflecting the revaluation of the Company’s investment in Honey Badger Silver Inc., received as consideration in 2024 for the sale of the Yava property.

 

LIQUIDITY AND CAPITAL RESOURCES

 

   For the nine months ended
September 30, 2025,
 
   2025   2024 
   $   $ 
Cash provided by (used in)          
Operating activities   (15,570,529)   (252,212)
Investing activities   (15,624,041)   - 
Financing activities   29,498,873    842,754 
Effects of foreign exchange on cash balances   (243,942)   - 
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH   (1,939,639)   590,542 
Cash and restricted cash – beginning   30,008,106    355,343 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – ENDING   28,068,467    945,885 

 

Blue Moon had $28,068,467 in cash, cash equivalents and restricted cash as of September 30, 2025 (December 31, 2024: $30,008,106). As of September 30, 2025, the Company had a working capital balance of $26,868,982 (December 31, 2024: $3,762,174). A summary of the significant financings and other activities during the nine months ended September 30, 2025 is provided in the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2025 and 2024.

 

Operating activities

 

The main components of cash flows used for operating activities are discussed in the Results of Operations section, above.

 

Investing activities

 

During the nine months ended September 30, 2025, the Company used net cash of $15.6 million in investing activities. The primary components relate to the three acquisitions completed in the period.

 

Expenditures on mineral properties, plant and equipment totalled $5.4 million during the nine months ended September 30, 2025 and reflected the transaction costs capitalized in connection with the acquisitions of Nussir and NSG, totalling $3.9 million. These costs were directly attributable to the asset acquisitions. Also, the Company capitalized additions to property, plant and equipment during the period of $1.5 million, mostly related to the Nussir project as development activities progressed.

 

The acquisition of REAS, net of cash acquired, resulted in a net cash outflow of $11 million. This represents the cash consideration paid and transaction costs, offset by the cash held by REAS at the acquisition date.

 

Cash acquired from Nussir and NSG of approximately $0.8 million is reflected in the opening cash balance of these entities at the acquisition date.

 

- 12 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

Financing activities

 

During the nine months ended September 30, 2025, the Company generated net cash of $29.5 million from financing activities.

 

Net proceeds from debt totalled $16.7 million, this relates to the Bridge Loan, of which US$12.5 million was drawn on September 4, 2025.

 

Net proceeds from the issuance of shares totalled $12.8 million. This included the gross proceeds from the private placement with Oaktree of $6.9 million, a private placement with Hartree for $5.25 million, a separate private placement by an officer of the Company totalling $0.14 million, and a follow-on equity investment by LNS of $1.13 million. These proceeds were offset by related share issuance costs.

 

During the nine months ended September 30, 2024, the Company made loan principal and interest payments totalling $65,000 and $1,626 respectively, related to a loan previously issued to Patrick McGrath, a former director of the Company. These payments resulted in the full repayment of the loan.

 

Private Placements

 

As of September 30, 2025, the Company had completed five private placements within the prior 12-month period, raising gross proceeds of $43.4 million and net proceeds of approximately $42.4 million. The table below summarizes for each financing, the net proceeds raised, the intended use of net proceeds, the actual use of net proceeds up to September 30, 2025 and the remaining amount to be spent:

 

    Net   Expected Use of   Actual Use of   Remaining /
Offering   Proceeds   Proceeds   Proceeds   Reconciliation
December 19, 2024
(Private Placement of 1,000,003 units at a price of $30 per unit – comprising of 1 common share and 9 subscription receipts, each of the latter having been converted to a common share on February 26, 2025 )
  $29.1M  

$4.8M - Corporate activities and transaction costs

 

$24.3M - Nussir, NSG, Blue Moon exploration activities  

 

$4.8M 

 

 

$24.3M

 

Nil 

 

 

Nil

                 
February 26, 2025
(Private Placement of 47,660 Common Shares)
  $0.1M   General corporate and exploration activities     $0.1M   Nil
                 
March 7, 2025
(Private Placement of 1,750,000 Common Shares)
  $5.3M   General corporate and exploration activities     $2.0M   $3.3M
                 
May 8, 2025
(Private Placement of 376,833 Common Shares)
  $1.1M   Exploration activities       $0.0M   $1.1M
                 
September 4, 2025
(Private Placement of 2,092,173 Common Shares)
  $6.9M   General corporate and exploration activities     $0.0M   $6.9M

 

 

On October 1, 2025, pursuant to a prospectus supplement to the Company’s short-form base shelf prospectus, the Company closed a bought-deal public offering issuing 26,220,000 common shares at a price of $3.30 per share for total gross proceeds of $86.5 million. Net proceeds from the offering are expected to be used for the development of the Blue Moon project, further exploration at Nussir and NSG and general corporate, administrative and working capital purposes.

 

- 13 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

LIQUIDITY OUTLOOK

 

As part of the December 2024 financing, Hartree subscribed to $7.25 million shares in the Company and entered into an MOU with the Company to provide funding for the Nussir project ahead of project financing. The financing package included a bridge loan and an offtake agreement and provided for pro-rata pre-emptive rights in respect of future equity financing.

 

During 2025, follow-on equity investments from Hartree and LNS provided additional liquidity, enabling the Company to ramp up activities at Blue Moon, Nussir and Sulitjelma properties and progress towards a construction decision. These funds supported project advancement activities including early engineering, underground development and project evaluation work.

 

Following the evaluation of project financing proposals from a number of financial institutions and corporates, the Company entered into a project finance arrangement with Hartree and Oaktree as financing partners and in August 2025 executed a project finance package of up to US$140 million, consisting of:

 

  · A US$25 million Bridge Loan (first draw of US$12.5 million completed in September 2025),
     
  · Up to US$20 million in equity (first placement of US$5 million completed in September 2025), and
     
  · Project financing comprising a US$50 million senior secured term loan and a US$70 million redeemable precious metals stream.

 

The Bridge Loan and initial equity placement provided near-term capital to support key early works and pre-construction activities including detailed engineering, procurement of long-lead items, underground development and operational readiness. The project financing is conditional on a final investment decision for the Nussir project and remains subject to customary approvals, due diligence, delivery of the updated feasibility study and other closing conditions.

 

The Bridge Loan is fully secured and guaranteed by the Blue Moon group. Blue Moon Metals Inc. provides a parent guarantee alongside guarantees from Keystone Mines Inc., Blue Moon Norway AS and Repparfjord Eiendom AS. The facility has first-ranking security over the Nussir project and related assets, security over the Blue Moon project including a pledge of Keystone shares and associated security interests linked that also secure the Company’s obligations under the Hartree offtake agreement, including first-ranking share pledges, floating charges over inventory, operating assets and receivables. Security over extraction rights and second-ranking security over the leasehold arrangements on the REAS property.

 

The Bridge Loan matures on June 30, 2027, with repayment expected to occur upon the first draw under the senior secured term loan or redeemable precious metals stream. Availability of the remaining project finance package remains subject to certain milestones, including the delivery of an updated feasibility study targeted for the first quarter of 2026 and satisfaction of other closing conditions. In connection with the project finance package, 1,045,000 bonus shares were issued to Hartree upon the first draw of the Bridge Loan and any future equity subscriptions under the package are subject to a combined 19.9% ownership cap for Hartree and Oaktree.

 

To date, the Company’s primary source of funding remains the issuance of common shares. As Blue Moon’s common shares are publicly traded, their market price is subject to factors beyond management’s control, including fluctuations in commodity prices, foreign exchange rates and broader market conditions. If capital is required during a period of share price weakness, the Company may face significant dilution to secure necessary funding or may be unable to raise sufficient capital to meet its obligations.

 

In addition to equity financing, the Company may also pursue strategic alternatives such as royalty sales on its mineral properties, debt financing, stream financings or divestiture of its investment of marketable securities to help fund the Company’s capital needs while minimizing equity dilution.

 

Loss and comprehensive loss

 

During the nine months ended September 30, 2025, the increase in loss and comprehensive loss, compared to previous quarters, is primarily attributable to higher exploration and project advancement costs related to the newly acquired Nussir and Sulitjelma properties, as well as continued technical work at the Blue Moon Property.

 

In comparison, exploration expenditures for nine months ended September 30, 2024 were much lower than the current year as a result of the Company’s limited cash resources during the period.

 

Cash and cash equivalents

 

Blue Moon raises funds, as required, in order to explore and develop its mineral properties and to conduct corporate activities. As a result, cash and cash equivalents are typically expected to decrease in periods where there is no financing transaction. The timing and amount of expenditures and financing transactions have caused the Company’s cash and cash equivalents balance to fluctuate from year to year.

 

- 14 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

During the nine months ended September 30, 2025, the Company converted the subscription receipts issued in the December 2024 financing, raising gross proceeds of $27 million. In addition, a follow-on private placement from Hartree, a non-brokered private placement with an officer of the Company and a follow-on equity investment by LNS AS raised combined gross proceeds of approximately $6.6 million. In September, the Company drew down US$12.5 million under its short-term bridge loan facility and issued common shares to Oaktree for gross proceeds of $6.9 million as part of the initial equity tranche under the project finance package.

 

On October 1, 2025, the Company further strengthened its cash position by closing a bought-deal public offering for total gross proceeds of approximately $86.5 million.

 

SUMMARY OF QUARTERLY RESULTS

 

The following table sets forth selected unaudited quarterly financial information derived from financial information for each of the eight most recent quarters.

 

As at and for the quarter ended  30-Sept-25   30-Jun-25   31-Mar-25   31-Dec-24 
Loss and comprehensive loss  $10,765,634   $6,333,739   $1,328,403   $256,300 
Loss per share attributable to Blue Moon shareholders – basic and diluted   0.18    0.12    0.06    0.06 
Cash and cash equivalents   2 8,068,467    13,815,796    20,495,161    3,001,720 
Total assets   183,275,390    162,991,490    165,979,266    32,372,944 

 

As at and for the quarter ended  30-Sep-24   30-Jun-24   31-Mar-24   31-Dec-23 
Loss and comprehensive loss  $71,732   $105,708   $62,016   $82,975 
Loss per share attributable to Blue Moon shareholders – basic and diluted   0 .02    0.04    0.02    0.04 
Cash and cash equivalents   9 45,885    146,617    259,925    355,343 
Total assets   1,666,323    866,308    986,437    1,076,387 

 

Historically, the Company’s primary source of funding was through the issuance of common shares, with activity levels closely tied to the strength of the capital markets. When capital markets are depressed, the Company’s activity level normally declines accordingly, stronger markets allow the Company to secure equity financing on favourable terms, enabling expansion of its exploration and development programs. In addition to equity financing, the Company may also explore alternative funding strategies, such as royalty agreements, stream financing or divesting its investment in marketable securities, to support its growth objectives.

 

During the three months ended September 30, 2025, the Company completed the first draw under the Bridge Loan and a concurrent equity investment. The Company drew US$12.5 million under the Bridge Loan on September 4, 2025 and received gross proceeds of US$5 million from a private placement with Oaktree under its previously announced commitment of up to US$20 million. These funds have been structured to provide working capital for the Nussir and Blue Moon projects and fund activities ahead of the Project Finance Package closing.

 

During the three months ended June 30, 2025, the Company received gross proceeds of $1.13 million from a follow-on equity investment by LNS. Operationally, the Company advanced development activities at the Nussir project, including portal and underground development work, as well as site earthworks.

 

During the three months ended March 31, 2025, the Company achieved several key milestones as it progressed from exploration toward project development. Notably, the Company completed the acquisitions of the Nussir and Sulitjelma projects in Norway, including the purchase of REAS which holds the surface lease and infrastructure critical to the development of the Nussir project.

 

- 15 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

At Blue Moon, the Company completed a PEA and filed an updated MRE. A maiden NI 43-101 technical report was filed for the Nussir project and a maiden MRE was finalized for the Sulitjelma project.

 

During the three months ended December 31, 2024, the Company advanced a PEA and updated resource estimate at Blue Moon, completed a financing to support the Nussir and Sulitjelma acquisitions, and shifted toward a development-focused strategy. The Yava project was also divested and the Company recorded a gain of $340,000 in its disposition.

 

During the three months ended September 30, 2024, the Company raised $924,000 through a private placement and continued expenditures to maintain its mineral properties in good standing.

 

During the three months ended June 30, 2024, and in prior periods, activities primarily involved baseline work in the Blue Moon project to comply with permit and regulatory requirements. The Company also initiated work on an updated resource estimate during the quarter ended September 30, 2023.

 

RELATED PARTY TRANSACTION

 

Management compensation

 

The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the periods presented was as follows:

 

For the three months ended September 30,  2025   2024 
   $   $ 
Wages and salaries   521,283    - 
Consulting fees   374,813    9,000 
Share-based payments   536,734    5,180 
MANAGEMENT COMPENSATION   1,432,830    14,180 

 

For the nine months ended September 30,  2025   2024 
   $   $ 
Wages and salaries   1,188,331    - 
Consulting fees   826,511    27,000 
Share-based payments   1,209,602    29,270 
MANAGEMENT COMPENSATION   3,224,444    56,270 

 

As at September 30, 2025, no amounts are due to related parties (September 30, 2024, 2024 - $65,000) of the Company. These amounts due to related parties in 2024 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.

 

OUTSTANDING SHARE DATA

 

The table below summarizes the Company’s common shares and securities convertible into common shares as at the date of this MD&A.

 

   As at November 19, 2025 
Common Shares   80,843,262 
Stock Options   763,000 
Deferred Share Units   224,506 
Restricted Share Units   62,500 

 

- 16 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

CONTRACTUAL OBLIGATIONS

 

Other than as disclosed in note 19 of the financial statements, the Company has no contractual obligations, off-balance sheet arrangements or capital lease agreements. Neither the Company nor any of its subsidiaries is subject to any externally imposed capital requirements. The Company has no proposed transactions at this time.

 

FINANCIAL INSTRUMENT RISK

 

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. Financial instruments consist of cash, restricted cash, receivables, due to related parties, and accounts payable and accrued liabilities approximate fair value due to the short-term nature of the instruments.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to Liquidity and Capital Resources for more information regarding the Company’s liquidity risk.

 

Credit risk

 

The Company is exposed to credit risk on its bank accounts, restricted cash and receivables. To reduce credit risk, substantially all cash is on deposit at Canadian chartered banks. Restricted cash are deposits held by BLM in California, and Finnmarkseiendommen (FeFo) the land management authority in Norway. Receivables consist of value-added tax receivables and other amounts due from government agencies. Accordingly, the Company considers its exposure to credit risk minimal.

 

Market Risk

 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

 

Interest rate risk

 

The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions or equivalent instruments. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.

 

Foreign currency risk

 

The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.

 

Sensitivity analysis

 

The Company, through its subsidiaries, operates in the United States and Norway and is exposed to foreign exchange risk arising from changes in the US dollar and Norwegian krone against the Canadian dollar. A 10% fluctuation in either the US dollar or Norwegian krone relative to the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.

 

Market price risk

 

i.Equity price risk

 

The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.

 

In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period. A 10% fluctuation in the quoted market price of marketable securities would have a minimal impact on the Company’s loss and comprehensive loss.

 

- 17 -

 

 

Blue Moon Metals Inc. 

Management’s Discussion and Analysis 

For the three and nine months ended September 30, 2025

 

ii.Commodity price risk

 

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

 

FORWARD-LOOKING STATEMENTS

 

This Management Discussion and Analysis contains certain forward-looking statements concerning anticipated developments in Blue Moon’s operations in future periods. Statements that are not historical fact are forward looking information as that term is defined in NI 51-102 of the Canadian Securities Administrators. Certain forward looking information should also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures. Forward-looking statements and information (referred to herein together as “forward-looking statements”) are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The material factors or assumptions used to develop forward-looking statements include prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates and results, continued availability of capital and financing, the certainty that the conditions precedent to drawdown of project financing is achieved, and general economic, market or business conditions and as more specifically disclosed throughout this document. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of Blue Moon and its subsidiaries may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. They include, but not limited to, statements regarding: the Company’s plans to advance the projects through additional exploration and technical studies, the timing of these exploration activities, the recommended exploration work programs and the budget thereof, the anticipated results of Technical Reports, the ability of the Company to obtain the necessary funding and permit, the ability to satisfy all conditions precedent to drawing down on project financing, the ability to integrate the acquired companies and the maintenance of the social licences necessary to operate in the areas where the projects are located.

 

Blue Moon’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Blue Moon does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from Blue Moon's expectations include, but are not limited to, uncertainties involved in fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the exploration and development of properties and the issuance of required permits; anti-mining sentiments in the community and jurisdictions where the projects are located as well as objections of indigenous or other tribal communities; the possibility that the conditions precedent to the closing and drawdown of the recently announced financing will not be met; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.

 

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