Blue Moon Metals (NASDAQ: BMM) raises $156M and advances Nussir mine
Blue Moon Metals Inc. reported a Q1 2026 net loss of $34.1 million, driven mainly by general exploration expenses of $28.4 million as it advances multiple projects. Cash, cash equivalents and restricted cash totaled $40.7 million at March 31, 2026, down from strong spending on growth.
The company closed the Springer tungsten asset acquisition for total consideration of about $25.6 million and the Apex germanium‑gallium project for about $53.6 million, both treated as asset acquisitions. A subsequent May 2026 bought‑deal and concurrent private placement raised gross proceeds of about $156.3 million to support development.
An updated Feasibility Study for the Nussir copper‑gold‑silver project outlined a 13‑year mine life at 6,000 tpd, initial capital of US$184 million, and post‑tax NPV (8%) of US$235 million with a 19% IRR at consensus prices, highlighting Nussir as the core value driver.
Positive
- Nussir Feasibility Study shows robust economics, with post-tax NPV (8%) of US$235 million, 19% IRR, 13-year mine life at 6,000 tpd and low C1 cash costs of US$0.95/lb copper at consensus prices.
- Strong funding progress, including more than $120 million raised since December 2024 and a May 2026 bought-deal and private placement for about $156.3 million in gross proceeds to support project development.
Negative
- None.
Insights
Nussir’s positive FS and major equity raise pivot Blue Moon into a build-and-develop phase.
Blue Moon is transitioning from pure exploration to project development. Q1 2026 showed a net loss of $34.1 million, largely from general exploration expenses of $28.4 million across Nussir, Blue Moon, NSG and the new U.S. assets. This spend builds the project pipeline rather than funding operations.
The updated Nussir Feasibility Study outlines initial capital of US$184 million, life-of-mine C1 cash costs of US$0.95/lb copper and a post-tax NPV (8%) of US$235 million with a 19% IRR at consensus prices, indicating robust economics. An opportunity case extending mine life to 17 years further increases NPV to US$358 million at the same discount rate.
Financing momentum is notable: since December 2024 the company raised over $120 million in equity, followed by a May 2026 offering for about $156.3 million in gross proceeds. Together with a US$25 million bridge loan facility, this underpins management’s view that liquidity is sufficient for at least 12 months from March 31, 2026, while advancing construction at Nussir and the U.S. hub-and-spoke strategy.
Key Figures
Key Terms
Feasibility Study financial
NI 43-101 Technical Report regulatory
net smelter return financial
all-in sustaining costs financial
subscription receipts financial
bridge loan financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-43058
BLUE MOON METALS INC.
(Translation of registrant’s name into English)
220 Bay Street, Suite 550, Toronto, Ontario, M5J 2W4 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
INCORPORATION BY REFERENCE
The information contained in this Report on Form 6-K including the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025, attached hereto as Exhibit 99.1, and management’s discussion and analysis for the three months ended March 31, 2026, attached hereto as Exhibit 99.2, shall be deemed to be incorporated by reference to the Registration Statement on Form F-10 (File No. 333-293554) of Blue Moon Metals, Inc. and to be a part thereof from the date on which this report was furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
See “Exhibits” below.
Exhibits
|
Exhibit |
Description | |
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis for the Three Months Ended March 31, 2026 | |
| 99.3 | Certification of Interim Filings by Chief Executive Officer, dated May 14, 2026 | |
| 99.4 | Certification of Interim Filings by Chief Financial Officer, dated May 14, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BLUE MOON METALS INC. |
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By: |
/s/ Frances Kwong |
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Name: |
Frances Kwong |
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Title: |
Chief Financial Officer and Corporate Secretary |
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Date: May 14, 2026 |
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Exhibit 99.1

Blue Moon Metals Inc.
Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian dollars)
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Financial Position
(unaudited)
(Expressed in Canadian dollars)
|
|
|
March 31, 2026 |
December 31, 2025 |
|
ASSETS |
Note |
$ |
$ |
|
Cash and cash equivalents |
4 |
40,449,601 |
92,811,289 |
|
Other receivables and prepaid expenses |
5 |
8,228,071 |
4,321,407 |
|
Deferred financing costs |
10 |
1,715,945 |
1,683,952 |
|
Marketable securities |
6 |
1,212,750 |
807,500 |
|
CURRENT ASSETS |
|
51,606,367 |
99,624,148 |
|
|
|
|
|
|
Deferred acquisition costs |
|
87,418 |
1,220,577 |
|
Restricted cash |
4 |
253,304 |
243,466 |
|
Mineral property interests |
7 |
183,963,071 |
122,619,879 |
|
Property, plant and equipment |
7 |
56,980,146 |
30,390,123 |
|
NON-CURRENT ASSETS |
|
241,283,939 |
154,474,045 |
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ASSETS |
|
292,890,306 |
254,098,193 |
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LIABILITIES |
|
|
|
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Accounts payable and accrued liabilities |
8 |
21,229,555 |
12,291,180 |
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Deferred income |
|
166,825 |
28,312 |
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Debt and lease liabilities |
10 |
176,327 |
135,140 |
|
Other liabilities-current |
9 |
690,861 |
291,298 |
|
CURRENT LIABILITIES |
|
22,263,568 |
12,745,930 |
|
|
|
|
|
|
Debt and lease liabilities |
10 |
16,107,602 |
15,507,940 |
|
Other liabilities non-current |
9 |
1,287,340 |
836,555 |
|
NON-CURRENT LIABILITIES |
|
17,394,942 |
16,344,495 |
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LIABILITIES |
|
39,658,510 |
29,090,425 |
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SHAREHOLDERS’ EQUITY |
|
|
|
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Share capital |
13 |
315,701,973 |
260,949,716 |
|
Contributed surplus |
|
3,609,630 |
3,253,707 |
|
Accumulated other comprehensive income |
|
14,623,982 |
7,375,860 |
|
Deficit |
|
(84,161,545) |
(50,918,725) |
|
Non-controlling interest |
|
3,457,756 |
4,347,210 |
|
SHAREHOLDERS’ EQUITY |
|
253,231,796 |
225,007,768 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
292,890,306 |
254,098,193 |
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|
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Nature of operations and liquidity |
1 |
|
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Commitments |
20 |
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Subsequent events |
21 |
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/s/ Christian Kargl-Simard |
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/s/ Karin Thorburn |
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Christian Kargl-Simard, Director |
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Karin Thorburn, Director |
The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements
- 2 -
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(unaudited)
(Expressed in Canadian dollars)
|
|
|
For the three months ended March 31, |
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|
|
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2026 |
2025 |
|
|
Note |
$ |
$ |
|
Employee benefits |
|
1,025,585 |
277,523 |
|
Share-based payments |
14 |
1,196,452 |
264,437 |
|
Professional and consulting fees |
|
1,916,877 |
155,651 |
|
General exploration expenses |
12 |
28,361,384 |
745,077 |
|
Filing and regulatory fees |
|
304,771 |
52,749 |
|
General administrative costs |
|
323,828 |
41,232 |
|
Shareholder communication and travel |
|
292,477 |
105,944 |
|
Depreciation |
7 |
494,826 |
379 |
|
Foreign exchange loss/(gain) |
|
361,898 |
(8,226) |
|
Interest expense |
|
545,353 |
38 |
| Accretion expense | 10 |
327,875 |
- |
|
Interest income |
|
(371,267) |
(146,445) |
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Other income |
11 |
(242,535) |
(14,219) |
|
Fair value gain on marketable securities |
6 |
(405,250) |
- |
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NET LOSS |
|
34,132,274 |
1,474,140 |
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NET LOSS ATTRIBUTABLE TO: |
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Blue Moon Metals Inc. shareholders |
|
33,242,820 |
1,423,059 |
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Non-controlling interest |
|
889,454 |
51,081 |
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NET LOSS |
|
34,132,274 |
1,474,140 |
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OTHER COMPREHENSIVE INCOME |
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Foreign currency translation differences |
|
(7,248,122) |
(145,737) |
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TOTAL COMPREHENSIVE LOSS |
|
26,884,152 |
1,328,403 |
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Basic and diluted loss per common share attributable to Blue Moon Metals Inc. shareholders |
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0.41 |
0.06 |
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Weighted average number of common shares outstanding – basic and diluted |
|
81,418,648 |
22,196,932 |
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The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements
- 3 -
Blue Moon Metals Inc.
Condensed Interim Consolidated Statement Cash Flow
(unaudited)
(Expressed in Canadian dollars)
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For the three months ended March 31, |
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2026 |
2025 |
|
OPERATING ACTIVITIES |
Note |
$ |
$ |
|
Net loss |
|
(34,132,274) |
(1,474,140) |
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|
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|
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Items not affecting cash |
|
|
|
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Share-based payments |
14 |
1,196,452 |
264,437 |
|
Depreciation |
7 |
494,826 |
379 |
|
Interest and accretion expense |
|
865,135 |
- |
|
Recognition of deferred income |
|
(70,118) |
(14,219) |
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Other income |
|
(242,535) |
- |
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Foreign exchange loss/(gain) |
|
365,398 |
(8,226) |
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Unrealized gain on marketable securities |
6 |
(405,250) |
- |
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Change in non-cash working capital items |
17 |
4,819,463 |
1,018,814 |
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CASH USED IN OPERATING ACTIVITIES |
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(27,108,903) |
(212,955) |
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INVESTING ACTIVITIES |
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Investment in property, plant and equipment |
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(469,053) |
- |
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Mineral property acquisition costs |
|
(236,281) |
(3,863,727) |
|
Acquisition of REAS, net of cash acquired |
|
- |
(11,042,287) |
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Cash acquired in Nussir |
|
- |
792,997 |
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Cash acquired in NSG |
|
- |
9,611 |
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Acquisition of Springer project |
3 |
(24,356,371) |
- |
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Acquisition of Apex project |
3 |
(69,000) |
- |
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CASH USED IN INVESTING ACTIVITIES |
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(25,130,705) |
(14,103,406) |
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FINANCING ACTIVITIES |
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Net proceeds from issuance of shares |
13 |
1,298,037 |
4,984,453 |
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Proceeds from exercise of share-based awards |
|
11,332 |
- |
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Interest paid on loan |
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(543,734) |
- |
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CASH PROVIDED BY FINANCING ACTIVITIES |
|
765,635 |
4,984,453 |
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|
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Effect of foreign exchange on cash balances |
|
(887,715) |
(25,330) |
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|
|
|
|
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CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
|
(52,361,688) |
(9,357,238) |
|
|
|
|
|
|
Cash, cash equivalents and restricted cash – beginning |
|
92,811,289 |
30,008,106 |
|
|
|
|
|
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - ENDING |
|
40,449,601 |
20,650,868 |
Supplemental disclosure with respect to cash flow information (Note 17)
The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements
- 4 -
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
|
|
Note |
Number of Shares |
Share Capital |
Contributed Surplus |
Accumulated Other Comprehensive Income |
Deficit |
Non-controlling interest |
Shareholders’ Equity |
|
|
|
|
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2024 |
|
6,325,412 |
16,455,925 |
1,714,965 |
- |
(13,714,104) |
- |
4,456,786 |
|
|
|
|
|
|
|
|
|
|
|
Conversion of subscription receipt |
13 |
9,000,035 |
27,000,084 |
- |
- |
- |
- |
27,000,084 |
|
Private placements |
13 |
1,797,660 |
5,392,980 |
- |
- |
- |
- |
5,392,980 |
|
Share issuance costs |
|
- |
(834,689) |
- |
- |
- |
- |
(834,689) |
|
Nussir acquisition |
13 |
24,168,149 |
85,796,930 |
- |
- |
- |
5,915,449 |
91,712,379 |
|
NSG acquisition |
13 |
5,608,000 |
19,908,399 |
- |
- |
- |
- |
19,908,399 |
|
REAS acquisition |
13 |
4,210,000 |
14,945,500 |
- |
- |
- |
- |
14,945,500 |
|
Share-based compensation |
|
- |
- |
251,628 |
- |
- |
- |
251,628 |
|
Net loss |
|
- |
- |
- |
- |
(1,423,059) |
(51,081) |
(1,474,140) |
|
Other comprehensive income |
|
- |
- |
- |
145,737 |
- |
- |
145,737 |
|
|
|
|
|
|
|
|
|
|
|
MARCH 31, 2025 |
|
51,109,256 |
168,665,129 |
1,966,593 |
145,737 |
(15,137,163) |
5,864,368 |
161,504,664 |
|
|
|
|
|
|
|
|
|
|
|
Private placements |
13 |
2,469,006 |
8,027,499 |
- |
- |
- |
- |
8,027,499 |
|
Bought deal public offering |
13 |
26,220,000 |
81,198,840 |
- |
- |
- |
- |
81,198,840 |
|
Share issuance costs |
|
- |
(410,186) |
- |
- |
- |
- |
(410,186) |
|
Bonus share issuance to lender |
13 |
1,045,000 |
3,396,250 |
- |
- |
- |
- |
3,396,250 |
|
Exercise of share‐based awards |
|
24,259 |
72,184 |
(170,000) |
- |
- |
- |
(97,816) |
|
Share-based compensation |
|
- |
- |
1,457,114 |
- |
- |
- |
1,457,114 |
|
Net loss |
|
- |
- |
- |
- |
(35,781,562) |
(1,517,158) |
(37,298,720) |
|
Other comprehensive income |
|
- |
- |
- |
7,230,123 |
- |
- |
7,230,123 |
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2025 |
|
80,867,521 |
260,949,716 |
3,253,707 |
7,375,860 |
(50,918,725) |
4,347,210 |
225,007,768 |
|
|
|
|
|
|
|
|
|
|
|
Exercise of share-based awards |
13 |
3,333 |
11,332 |
- |
- |
- |
- |
11,332 |
|
Private placements |
13 |
181,127 |
1,305,565 |
- |
- |
- |
- |
1,305,565 |
|
Share issuance costs |
|
- |
(7,528) |
- |
- |
- |
- |
(7,528) |
|
Apex acquisition |
3b |
7,031,959 |
53,442,888 |
- |
- |
- |
- |
53,442,888 |
|
Share-based compensation |
|
- |
- |
355,923 |
- |
- |
- |
355,923 |
|
Net loss |
|
- |
- |
- |
- |
(33,242,820) |
(889,454) |
(34,132,274) |
|
Other comprehensive income |
|
- |
- |
- |
7,248,122 |
- |
- |
7,248,122 |
|
|
|
|
|
|
|
|
|
|
|
MARCH 31, 2026 |
|
88,083,940 |
315,701,973 |
3,609,630 |
14,623,982 |
(84,161,545) |
3,457,756 |
253,231,796 |
The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements
- 5 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
1. Nature of operations and LIQUIDITY
a) Nature of Operations
Blue Moon Metals Inc. (“Blue Moon” or the “Company”) is an exploration stage company which is focused on the exploration and development of mineral resource properties.
The Company was incorporated on January 15, 2007 under British Columbia’s Business Corporations Act. Its registered office is at 2500-666 Burrard, Vancouver BC V6C 2X8 and its head office is at 550-220 Bay Street, Toronto, Ontario, M5J 2W4. The Company trades on the Toronto Venture Exchange (“TSXV”) under the ticker symbol “MOON” and since January 26, 2026, on the Nasdaq Capital Market under the symbol “BMM”. In connection with the Nasdaq listing, the Company’s shares ceased trading on the OTCQX under the symbol “BMOOF”.
The Company owns the zinc-silver-gold-copper Blue Moon project in California, US through its wholly owned subsidiary Keystone Mines Inc. (“Keystone Mines”), the Nussir copper-gold-silver property (“Nussir Project”) in Norway through its 94.52% owned subsidiary Nussir ASA (“Nussir”), the Sulitjelma copper-zinc property (“Sulitjelma Project”) in Norway through its wholly owned subsidiary Nye Sulitjelma Gruver SA (“NSG”), the tungsten mill and mine Springer complex in Nevada through its wholly owned subsidiary Blue Moon (Springer) Inc. and the germanium and gallium Apex project in Utah through its wholly owned subsidiary Blue Moon (Utah) Inc. See Note 3 for more details.
These consolidated financial statements were approved for issue by the Company’s Board of Directors on May 14, 2026.
b) Liquidity
The nature of the Company’s operations requires significant expenditures for the acquisition, exploration and evaluation, and development of mineral properties. To date, the Company has not received any revenue from mining operations and is considered to be in the advanced exploration stage. The Company’s operations have been primarily funded from equity financings. The Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, operations and project development and construction as it starts entering into the development stage.
These unaudited condensed interim consolidated financial statements have been prepared using IFRS as issued by the International Accounting Standards Boards (“IFRS® Accounting Standards”) applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business as they come due.
From December 2024 to the end of March 31, 2026, the Company has been successful in securing financing and raised over $120 million in gross receipts from equity financings. In May 2026, the Company closed an offering with gross proceeds of $156.3 million, comprised of a public prospectus financing and a concurrent private placement. (See note 21). This is in addition to a project financing package for the Nussir project, the main conditions precedent of which included the completion of the feasibility study report and a positive final investment decision, both of which were achieved when the financing was announced. In February 2026, the Company acquired the Springer project in Nevada, and paid the remainder of the US$18.0 million of the US$18.5 million cash purchase cost. Other acquisitions, some of which closed shortly after this reporting period, were mostly paid for with shares rather than cash. Based on the above, management expects that the Company has sufficient liquidity to meet its obligations and continue its planned activities for at least the next 12 months from March 31, 2026.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
a) Basis of Presentation
These unaudited condensed interim consolidated financial statements of the Company and all its subsidiaries have been prepared in accordance with IFRS® Accounting Standards as applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the years ended December 31, 2025 and 2024, which have been prepared in accordance with IFRS® Accounting Standards.
The Company’s unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain items at fair value. Additionally, these unaudited condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The Company’s presentation currency is Canadian (“C$”) dollars. Reference herein of $ or C$ is to Canadian Dollars. US$ is to United States Dollars and NOK is to Norwegian Krone.
The functional currency of the parent company is Canadian dollars. The functional currency of the Company’s Norwegian subsidiaries is Norwegian Krone. The Company’s United States subsidiaries, including Keystone Mines Inc., have a functional currency of United States dollars. Effective January 1, 2026, the functional currency of Keystone Mines Inc. changed from Canadian dollars to United States dollars following changes in the underlying transactions, events and conditions relevant to the entity. This included increased US$ denominated expenditures and operating activities associated with the advancement of the Company’s Blue Moon project. The change in functional currency was applied prospectively from the date of change in accordance with IAS 21. These entities are translated into Canadian dollars for consolidation in accordance with IAS 21.
Statement of financial position items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
b) Material Accounting Policies
The financial framework and accounting policies applied in the preparation of these unaudited condensed interim financial statements are consistent with those as disclosed in the Company’s most recently disclosed annual consolidated financial statements for the years ended December 31, 2025 and 2024.
c) Significant Judgements and Estimates in Applying the Company’s Accounting Policies
Significant Judgments
The preparation of these unaudited condensed interim consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
Going concern
Although during the three months ended March 31, 2026, the Company had a loss from operations and negative cash flows from operational activities, the Company was able to secure debt and equity financing to fulfill its operational and developmental needs. Based on management’s expectations of future net cash flows, management has applied judgement that there are not material uncertainties related to events or conditions that may cast substantial doubt on the Company’s ability to continue as a going concern.
Recoverability of Asset Carrying Values
The Company assesses its property, plant and equipment for impairments if there are events or changes in circumstances that indicate that carrying values may not be recoverable at each statement of financial position date. Such indicators include changes in the Company’s business plans, changes in the market and evidence of physical damage.
Determination as to whether and how much an asset is impaired involves management’s judgement on highly uncertain matters such as estimates of project future production, estimated quantities of mineral reserves and resources, expected future production costs, and discount rates.
Valuation of Mineral Property Interests
The carrying amount of the Company’s mineral property interests does not necessarily represent present or future values, and the Company’s mineral property assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s mineral property assets.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
Estimations and Assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i) Share-based Payments
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.
ii) Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
iii) Incremental Borrowing Rate – Lease Liability Measurement
When the Company enters into leases as lessee and where the interest rate implicit in a lease cannot be readily determined, the Company determines its incremental borrowing rate in order to measure its lease liability. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. In determining its incremental borrowing rate, the Company considers the term of the lease, the nature of the leased asset, and its level of indebtedness with reference to market risk-free interest rates.
iv) Measurement of Fair Values at Acquisition Date
In accounting for the acquisitions of the Springer and Apex mining properties, a significant estimate was calculated in determining the relative fair values of the identifiable assets acquired and liabilities assumed. The purchase consideration, including directly attributable acquisition costs, was allocated to the acquired assets on a relative fair value basis.
For Springer, the acquired assets primarily consisted of property, plant and equipment, mineral properties, water permits and fee land. For Apex, the acquired assets primarily consisted of mineral properties and related mining interests.
New standards and interpretations not yet adopted
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, IFRS® Accounting Standards issued IFRS 18, which replaces IAS 1. IFRS 18 introduces a revised structure for the income statement, requiring presentation of income and expenses within operating, investing and financing categories and mandating specified subtotals. It also sets disclosure requirements for management-defined performance measures and provides enhanced guidance on aggregation and disaggregation in the financial statements and notes.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
IFRS 18 does not change the recognition or measurement of items, nor the classification of items within other comprehensive income. It is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required and early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
During the period, the Company completed the acquisition of the Springer and Apex mining properties. The assets acquired included plant and equipment, and mineral properties. Management concluded that the acquisitions did not meet the definition of a business under IFRS 3 due to a lack of substantive processes and accordingly accounted for the transactions as asset acquisitions. The consideration transferred, including cash, share consideration and directly attributable transaction costs, was allocated to the identifiable assets acquired based on their relative fair values.
a) Springer Mine and Mill
On February 10, 2026, the Company completed the acquisition of the Springer Mine and Mill (“Springer”) located in Nevada from GOODS LG LLC. Management concluded that the acquisition did not meet the definition of a business under IFRS 3 due to a lack of substantive processes and accordingly accounted for the transaction as an asset acquisition.
The purchase consideration consisted of an initial cash deposit of US$0.5 million, a final cash payment of US$18.0 million and directly attributable transaction costs of $0.5 million, for total consideration of $25.6 million.
The purchase consideration, including directly attributable transaction costs, was allocated to the acquired assets based on their relative values. Of the total consideration allocated, $24.8 million was assigned to property, plant and equipment, including the processing facilities, infrastructure and fee land and $0.8 million was assigned to mineral properties, including the unpatented mining claims and water permits.
b) Apex Mine
On March 13, 2026, the Company closed the acquisition of the Apex Mine property (“Apex”) in Utah from Teck American Incorporated, a subsidiary of Teck Resources Limited (“Teck”). The property consists of patented and unpatented mining claims associated with a past-producing germanium, gallium and copper underground mine. The Company assumed a pre-existing 3% NSR royalty. The transaction was accounted for as an asset acquisition as the acquisition did not meet the definition of a business under IFRS 3 due to a lack of substantive processes and accordingly accounted for the transaction as an asset acquisition.
The purchase consideration consisted of 7,031,959 common shares of the Company issued to Teck at a fair value of $53.4 million, based on the Company’s closing share price on the acquisition date, and directly attributable transaction costs of $0.2 million, for total consideration of $53.6 million, a 0.5% NSR royalty on the property, life-of-mine zinc concentrate offtake rights for the Blue Moon deposit, offtake rights for the Apex deposit and certain investor rights.
The acquired assets primarily consisted of mineral properties and related mining interests. As the transaction represented an acquisition of assets rather than a business combination, the purchase consideration, including directly attributable transaction costs, was capitalized to mineral properties.
Cash and cash equivalents and restricted cash are comprised of the following:
|
|
March 31, 2026 |
December 31, 2025 |
|
|
$ |
$ |
|
Cash and cash equivalents |
40,449,601 |
92,811,289 |
|
Restricted Cash |
253,304 |
243,466 |
|
TOTAL |
40,702,905 |
93,054,755 |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
|
|
March 31, 2026 |
December 31, 2025 |
|
|
$ |
$ |
|
Value added tax receivable |
4,004,004 |
958,332 |
|
Prepaid expenses |
1,638,444 |
569,773 |
|
Receivable from Wergeland Eiendom AS – Hammerfest Port |
1,362,268 |
969,213 |
|
Supplier advance |
1,206,933 |
1,689,644 |
|
Other receivables |
16,422 |
134,445 |
|
TOTAL |
8,228,071 |
4,321,407 |
As at March 31, 2026, the Company held 4,250,000 common shares of Honey Badger Silver Inc. (TSXV: TUF), received in connection with the disposition of a mineral property in 2024. The Company held a royalty in the Tillex project in Canada and in January 2026, the owner of the Tillex project, Metals Creek Resources Corp. (TSXV: MEX, “Metals Creek”) exercised its right of buy-back and issued 50,000 common shares in Metals Creek to the Company. These investments are classified as financial assets measured as fair value through profit or loss. The fair value of the investments in marketable securities was $1,212,750 based on the closing market price of both investments as at March 31, 2026 (December 31, 2025: $807,500). During the three months ended March 31, 2026, a fair value gain of $405,250 was recorded.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
Mineral properties, plant and equipment are comprised of the following:
|
|
Mineral Properties |
Property, Plant and Equipment |
Total |
|
Cost |
$ |
$ |
$ |
|
As at December 31, 2024 |
698,007 |
5,706 |
703,713 |
|
Nussir acquisition |
95,222,303 |
- |
95,222,303 |
|
NSG acquisition |
20,151,896 |
- |
20,151,896 |
|
REAS acquisition |
- |
28,350,863 |
28,350,863 |
|
Additions |
- |
7,220 |
7,220 |
|
Effects of foreign exchange |
158,000 |
2,925 |
160,925 |
|
As at March 31, 2025 |
116,230,206 |
28,366,714 |
144,596,920 |
|
Additions |
- |
2,774,675 |
2,774,675 |
|
Effects of foreign exchange |
6,389,673 |
688,065 |
7,077,738 |
|
As at December 31, 2025 |
122,619,879 |
31,829,454 |
154,449,333 |
|
Springer acquisition |
770,935 |
24,838,564 |
25,609,499 |
|
Apex acquisition |
53,630,796 |
- |
53,630,796 |
|
Additions |
291,322 |
608,762 |
900,084 |
|
Effects of foreign exchange |
6,650,139 |
1,642,271 |
8,292,410 |
|
As at March 31, 2026 |
183,963,071 |
58,919,051 |
242,882,122 |
|
|
|
|
|
|
Accumulated depreciation, depletion and amortization |
|
|
|
|
As at December 31, 2024 |
- |
3,022 |
3,022 |
|
Depreciation |
- |
379 |
379 |
|
As at March 31, 2025 |
- |
3,401 |
3,401 |
|
Depreciation |
- |
1,431,343 |
1,431,343 |
|
Effects of foreign exchange |
- |
4,587 |
4,587 |
|
As at December 31, 2025 |
- |
1,439,331 |
1,439,331 |
|
Depreciation |
- |
494,826 |
494,826 |
|
Effects of foreign exchange |
- |
4,748 |
4,748 |
|
As at March 31, 2026 |
- |
1,938,905 |
1,938,905 |
|
|
|
|
|
|
Net book value |
|
|
|
|
As at December 31, 2025 |
122,619,879 |
30,390,123 |
153,010,002 |
|
As at March 31, 2026 |
183,963,071 |
56,980,146 |
240,943,217 |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
During the first quarter of 2026, the Company completed the acquisitions of Springer and Apex (Note 3).
The following table summarizes the Company’s leases, which currently consist primarily of the lease for the Øyen industrial in Norway, vehicle leases associated with the Nussir project, as well as office and ground surface leases associated with the Blue Moon project. The table also reflects the movement of the related ROU asset within property, plant and equipment.
|
|
Net book value |
|
|
$ |
|
As at December 31, 2024 |
- |
|
REAS Acquisition |
26,900,000 |
|
As at March 31, 2025 |
26,900,000 |
|
Additions |
607,049 |
|
Depreciation |
(1,286,033) |
|
Effects of foreign exchange |
664,723 |
|
As at December 31, 2025 |
26,885,739 |
|
Additions |
114,215 |
|
Depreciation |
(456,362) |
|
Effects of foreign exchange |
2,101,358 |
|
As at March 31, 2026 |
28,644,950 |
|
|
March 31, 2026 |
December 31, 2025 |
|
|
$ |
$ |
| Accounts payable |
10,577,739 |
4,248,711 |
|
Accrued liabilities and other |
10,651,816 |
8,042,469 |
|
TOTAL |
21,229,555 |
12,291,180 |
|
|
March 31, 2026 |
December 31, 2025 |
|
|
$ |
$ |
|
Other liabilities |
|
|
|
Restricted share unit liabilities |
1,091,742 |
251,213 |
|
Provision – Port of Hammerfest claim |
728,150 |
723,861 |
|
Other (i) |
158,309 |
152,779 |
|
Other liabilities |
1,978,201 |
1,127,853 |
|
Less: current portion |
690,861 |
291,298 |
|
Long-term portion |
1,287,340 |
836,555 |
i.Other liabilities primarily relate to an accrual related to the Nussir project, required under the agreement with Finnmarkseiendommen (“FeFo“).
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
Debt and lease liabilities are comprised of the following:
|
|
March 31, 2026 |
December 31, 2025 |
|
|
$ |
$ |
|
Lease liabilities (i) |
656,665 |
577,009 |
|
Bridge loan (ii) |
15,627,264 |
15,066,071 |
|
Debt and lease liabilities |
16,283,929 |
15,643,080 |
|
Less: current portion |
176,327 |
135,140 |
|
Long-term portion |
16,107,602 |
15,507,940 |
The changes in debt and lease liabilities are comprised of the following:
|
|
Leases |
Debt |
Total |
|
|
$ |
$ |
$ |
|
As at December 31, 2024 and March 31, 2025 |
- |
- |
- |
|
Additions |
579,564 |
17,302,791 |
17,882,355 |
|
Deferred financing fee |
- |
(2,591,756) |
(2,591,756) |
|
Payments |
(54,882) |
(550,018) |
(604,900) |
|
Interest |
62,569 |
701,628 |
764,197 |
|
Financing fee amortization |
- |
390,392 |
390,392 |
|
Effects of foreign exchange |
(10,242) |
(186,966) |
(197,208) |
|
As at December 31, 2025 |
577,009 |
15,066,071 |
15,643,080 |
|
Additions |
114,215 |
- |
114,215 |
|
Payments |
(34,108) |
(509,625) |
(543,733) |
|
Interest |
16,833 |
509,625 |
526,458 |
|
Financing fee amortization |
- |
327,207 |
327,207 |
|
Effects of foreign exchange |
(17,284) |
233,986 |
216,702 |
|
As at March 31, 2026 |
656,665 |
15,627,264 |
16,283,929 |
|
Less: current portion |
176,327 |
- |
176,327 |
|
Long-term portion |
480,338 |
15,627,264 |
16,107,602 |
- Lease liabilities relate to arrangements associated with operations at the Nussir project and the Blue Moon project. The arrangement with the Hammerfest port relating to quay repairs and continued use was assessed as a variable lease with no fixed minimum payment. As the quay lease payments were not fixed, no lease liability or ROU asset has been recognized at this stage. The Company also recognizes lease liabilities related to office and ground surface leases associated with the Blue Moon project.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
The bridge loan provided a total facility of US$25,000,000, available in two advances of US$12,500,000 each. The first advance was drawn on September 4, 2025 by Nussir. The second advance remains undrawn as at March 31, 2026.
Interest is calculated at the base rate plus 8% per annum. The base rate is the greater of:
i) Adjusted Term SOFR, defined as 3-month Term SOFR + 0.10%; and
ii) 3.00%
Interest is calculated on a 360-day year and payable in arrears on a quarterly basis. The Company has the option to pay interest in kind, in which case the accrued interest is capitalized to the loan principal, subject to lender approval.
The bridge loan matures on June 30, 2027 and is secured by pledges over the shares and assets of Nussir, Blue Moon Norway, REAS and Keystone Mines.
In connection with the initial advance, the Company paid a structuring premium of 2% of the total commitment and incurred legal fees, both of which were deducted from the proceeds on initial recognition in accordance with IFRS 9. The Company also issued 1,045,000 bonus shares to one of the lenders as consideration for providing the facility. The bonus shares issued, the fair value of which was $3,396,250, was recorded as a deferred financing cost and will be recognized as a deduction from the carrying amount of the loan and amortized over the term of the bridge loan using the effective interest method upon draw down. For the initial draw, 50% of the value of the bonus shares has been recognized as a transaction cost, with the remaining 50% to be recognized when the second tranche is drawn. The carrying value of the bonus shares is recorded as deferred financing cost at $1,715,945 as at March 31, 2026.
As a result, the carrying value of the bridge loan increases over time through the amortization of deferred financing costs and bonus share consideration recognized within the accretion expense. The bridge loan is classified as a financial liability at amortized cost and is measured using the effective interest method. The effective interest rate on the first advance is approximately 16.78%.
As at March 31, 2026, the carrying amount of the bridge loan was $15,627,264. The fair value of the loan approximates its carrying amount given its recent issuance and floating interest rate.
The schedule of undiscounted lease payment and debt obligations is as follows:
|
|
Leases |
Debt |
Total |
|
|
$ |
$ |
$ |
|
Less than one year |
176,327 |
2,096,059 |
2,272,386 |
|
One to five years |
469,236 |
18,100,896 |
18,570,132 |
|
More than five years |
410,730 |
- |
410,730 |
|
Total undiscounted obligations as at March 31, 2026 |
1,056,293 |
20,196,955 |
21,253,248 |
During the three months ended March 31, 2026, the Company recognized other income of $242,535 (2025: $14,219), primarily related to the sale of rock masses from underground development activities at the Nussir project.
|
For the three months ended March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Claims costs |
10,885 |
9,849 |
|
Camp operations |
3,786,145 |
234,457 |
|
Development and site preparation |
17,750,204 |
- |
|
Engineering studies |
3,501,083 |
382,151 |
|
Prospecting and geology |
3,173,015 |
16,189 |
|
Permitting |
140,052 |
102,431 |
|
TOTAL |
28,361,384 |
745,077 |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
a) Authorized share capital
Authorized share capital consists of an unlimited number of common shares without par value, unlimited Class “A” preferred shares with par value of $10 per share, and unlimited Class “B” preferred shares without par value. No preferred shares have been issued.
b) Common shares
The following shows the Company’s issued and outstanding common shares and the prices at which the shares are issued.
|
|
|
Number of Common Shares |
|
Share Issue Price |
|
Balance as at December 31, 2024 |
|
6,325,412 |
|
|
|
Conversion of subscription receipts |
|
9,000,035 |
|
$ 3.00 |
|
Shares issued under private placement |
|
4,266,666 |
|
$ 3.15 |
|
Shares issued under bought deal public offering |
|
26,220,000 |
|
$ 3.15 |
|
Bonus share issuance to lender |
|
1,045,000 |
|
$ 3.25 |
|
Nussir acquisition |
|
24,168,149 |
|
$ 3.55 |
|
NSG acquisition |
|
5,608,000 |
|
$ 3.55 |
|
REAS acquisition |
|
4,210,000 |
|
$ 3.55 |
|
Shares issued on settlement of share-based awards |
|
24,259 |
|
$ 3.80 |
|
Balance as at December 31, 2025 |
|
80,867,521 |
|
|
|
Shares issued under private placement |
|
181,127 |
|
$ 7.21 |
|
Exercise of share-based awards |
|
3,333 |
|
$ 3.40 |
|
Apex acquisition |
|
7,031,959 |
|
$ 7.60 |
|
Balance as at March 31, 2026 |
|
88,083,940 |
|
|
i. Acquisitions
On March 13, 2026, the Company closed the acquisitions of Apex (Note 3) and issued 7,031,959 shares valued at a price of $7.60 per common share.
On March 6, 2025, the Company closed the acquisition of REAS and issued 4,210,000 shares valued at a price of $3.55 per common share.
On February 26, 2025, the Company closed the acquisitions of Nussir and NSG and issued 24,168,149 and 5,608,000 shares respectively valued at a price of $3.55 per common share.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
ii. Financing
On March 3, 2026, the Company announced that Leonard Nilsen & Sønner AS (“LNS”), the mining contractor for the Company’s Nussir project in Norway, subscribed for 168,514 common shares of the Company at a price of $7.208 per share for gross proceeds of approximately $1.2 million, as the second and final follow-up investment originally agreed to on December 19, 2024 and was triggered on 10 months after the LNS underground mobilization at Nussir (see below). Pursuant to a pre-existing participation right, Hartree elected to exercise its pre-emptive right to participate in the financing and on March 6, 2026, subscribed for an additional 12,613 common shares at the same price of $7.208 per share. On March 10, 2026, the Company announced the closing of the financing, issuing an aggregate of 181,127 common shares for total gross proceeds of $1,305,565.
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 $86,526,000. Net proceeds from the offering of $81,198,840, after underwriters’ fees and other offering costs, 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 as part of the initial equity tranche under the Hartree and Oaktree 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. The fair value of the bonus shares was based on the Company’s closing share price on September 4, 2025.
On May 8, 2025, the Company issued 376,833 shares at a price of $3.00 per share for gross proceeds of $1,130,499 to LNS. The subscription formed part of the follow-on equity investment originally agreed to on December 19, 2024 and was triggered upon the Company achieving the first milestone - the LNS underground mobilization at Nussir.
On March 7, 2025, the Company closed the second tranche of financing from Hartree Partners LP (“Hartree”) in connection with the Nussir and NSG Transactions. Hartree purchased 1,750,000 shares at a price of $3.00 per share for total gross proceeds of $5,250,000.
On February 26, 2025, on closing of the Nussir and NSG transactions, 9,000,028 Subscription Receipts, issued as part of the December 19, 2024 unit financing were automatically converted into 9,000,035 common shares of the Company without payment of additional consideration (rounding due to the 10:1 share consolidation).
On February 26, 2025, the Company issued 47,660 shares at a price of $3.00 per common share for gross proceeds of $142,980.
iii. Share units
The Company maintains a share-based compensation plan under which certain employees and officers are granted share units. During the year, share units were granted and settled in accordance with the terms of the plan. Further details of the Company’s share-based compensation arrangements are disclosed in Note 14.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
a) Stock options
The Company’s Plan includes Options, RSUs and DSUs. Directors, officers, employees and consultants of the Company and of its subsidiaries are eligible to receive Options. The aggregate number of shares to be issued upon the exercise of all derivatives granted under the plan shall not exceed 10% of the issued shares of the Company at the time of granting the options. The maximum number of common shares optioned to any one optionee shall not exceed 5% of outstanding common shares of the Company. Options granted under the plan generally have a term of five years but may not exceed five years and typically vest over a three-year period or at terms to be determined by the directors at the time of grant. The exercise price of each option shall be determined by the directors at the time of grant but shall not be less than the price permitted by the policies of the stock exchange(s) on which the Company’s common shares are then listed.
The following table summarizes the stock option activity for the year:
|
|
Number of Stock options |
Weighted average exercise price |
|
Balance as at January 1, 2025 |
181,500 |
$2.80 |
|
Granted |
593,000 |
$3.52 |
|
Expired, unexercised |
(11,500) |
$5.00 |
|
Balance as at December 31, 2025 |
763,000 |
$3.32 |
|
Exercised |
(3,333) |
$3.40 |
|
Balance as at March 31, 2026 |
759,667 |
$3.32 |
Stock options outstanding and exercisable are as follows:
|
Expiry Date |
Exercise Price |
Number of Stock options outstanding |
Average remaining contractual life (years) |
Number of stock options exercisable |
|
January 9, 2029 |
$1.00 |
55,000 |
2.78 |
55,000 |
|
November 1, 2029 |
$3.40 |
111,667 |
3.59 |
34,999 |
|
February 26, 2030 |
$3.55 |
275,000 |
3.91 |
91,666 |
|
April 21, 2030 |
$4.10 |
60,000 |
4.06 |
- |
|
May 8, 2030 |
$3.00 |
24,000 |
4.10 |
- |
|
July 3, 2030 |
$3.37 |
200,000 |
4.26 |
- |
|
August 20, 2030 |
$3.57 |
34,000 |
4.39 |
- |
|
March 31, 2026 |
|
759,667 |
3.91 |
181,665 |
During the three months ended March 31, 2026, the Company recorded share-based compensation expense of $301,675 (March 31, 2025: $114,533) relating to stock options. No options were granted during the three months ended March 31, 2026 (March 31, 2025: 275,000) and 3,333 options were exercised (March 31, 2025: NIL). The majority of options granted vest over a three-year period, however certain options granted in 2024 vest semi-annually over an 18-month period.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
b) RSUs
The following table summarizes the RSU activity for the period:
|
|
|
|
|
Number of RSUs |
|
Weighted Average Value at Date of Grant |
|
Balance as at January 1, 2025 |
|
|
|
37,500 |
$ |
3.40 |
|
Granted |
|
|
|
410,415 |
|
4.04 |
|
Balance as at December 31, 2025 |
|
|
|
447,915 |
$ |
3.99 |
|
Forfeited |
|
|
|
(8,334) |
|
3.40 |
|
Balance as at March 31, 2026 |
|
|
|
439,581 |
$ |
4.00 |
Under the Company’s Plan, RSUs are granted to employees, directors and non-employees as approved by the Company’s Board of Directors. Each RSU represents a unit with the underlying value equal to the value of one common share of the Company, vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Company. RSUs granted to date vest over a period of up to three years.
On April 21, 2025, 25,000 RSUs were granted, and on December 1, 2025 the Company granted a further 385,415 RSUs. As the Company intends to settle in cash, the cost of the RSUs is recognized as an other liability in the consolidated statements of financial position and as an expense over the vesting period in the consolidated statements of loss and comprehensive loss. The liability is re-measured to fair value at each reporting date with changes in fair value recognized in the consolidated statements of loss and comprehensive loss. As at March 31, 2026, the fair value of the RSU liability was $1,091,742 (note 9) and a total of 439,581 RSUs were outstanding (March 31, 2025: 37,500).
During the three months ended March 31, 2026, an amount of $840,529 (March 31, 2025: $12,808) as related to RSUs was recorded in stock-based compensation expense.
c) DSUs
The following table summarizes the DSU activity for the period:
|
|
Number of DSUs |
|
Weighted Average Value at Date of Grant |
|
Balance as at January 1, 2025 |
140,000 |
$ |
3.40 |
|
Granted |
84,506 |
|
3.55 |
|
Settled |
(50,000) |
|
3.50 |
|
Balance as at December 31, 2025 and March 31, 2026 |
174,506 |
$ |
3.46 |
Under the Company’s Plan, DSUs are granted to directors as approved by the Company’s Board of Directors. Each DSU represents a unit with the underlying value equal to the value of one common share of the Company and in accordance with the terms of the plan is settled upon a director’s departure from the Board or twelve months from grant, whichever is later. DSU’s vest over one year from the grant date.
On March 7, 2025, 84,506 DSUs were granted. As the Company intends to equity settle the awards, the cost of the DSUs is recognized as a component of contributed surplus in the consolidated statements of financial position and as an expense in the consolidated statements of loss and comprehensive loss. The fair value is not remeasured after the grant date. During the three months ended March 31, 2026, an amount of $54,248 (March 31, 2025: $137,096) relating to DSUs on grant date was recorded in stock-based compensation expense. During 2025, 50,000 DSUs were settled following one director who did not stand for re-election to the Board.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
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 years presented was as follows:
|
For the three months ended March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Wages and salaries |
831,183 |
325,821 |
|
Consulting fees |
540,541 |
- |
|
Share-based payments |
1,058,700 |
245,391 |
|
MANAGEMENT COMPENSATION |
2,430,424 |
571,212 |
The Company is engaged in the acquisition, exploration and development of mineral properties in Norway and the United States. Segment reporting is aligned with the manner in which management monitors business performance. Prior to aggregation, each exploration project is considered an individual operating segment. The Nussir and REAS acquisitions have been aggregated into a single reportable segment.
All non-current assets and exploration expenditures are located in, and incurred within, the United States or Norway. Materially all of the cash and general administrative costs are held and incurred by the Canadian parent company. The following is a summary of non-current assets by reportable segment:
|
|
March 31, 2026 |
March 31, 2025 |
||
|
|
Mineral Properties |
Property, Plant and Equipment |
Mineral Properties |
Property, Plant and Equipment |
|
|
$ |
$ |
$ |
$ |
|
Blue Moon |
1,000,366 |
613,261 |
698,007 |
- |
|
Nussir/REAS |
106,105,797 |
31,352,035 |
95,301,303 |
28,353,788 |
|
NSG |
22,455,177 |
32,290 |
20,230,896 |
- |
|
Springer |
770,935 |
24,838,564 |
- |
- |
|
Apex |
53,630,796 |
- |
- |
- |
|
Corporate |
- |
143,996 |
- |
9,525 |
|
Total |
183,963,071 |
56,980,146 |
116,230,206 |
28,363,313 |
The Company’s exploration and evaluation expenditures by reportable segment for the periods are presented as follows:
|
For the three months ended March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Blue Moon |
11,956,840 |
360,864 |
|
Nussir/REAS |
15,376,158 |
322,058 |
| NSG |
668,339 |
62,155 |
| Springer |
360,047 |
- |
|
Total |
28,361,384 |
745,077 |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
The changes in the Company’s non-cash working capital items relating to operating activities for the periods indicated below are as follows:
|
For the three months ended March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Changes in other receivables and prepaid expenses |
(3,664,129) |
45,848 |
|
Changes in accounts payable and accrued liabilities |
8,483,590 |
972,966 |
|
CHANGE IN NON-CASH WORKING CAPITAL |
4,819,461 |
1,018,814 |
The Company is a mineral exploration and development company focusing on advancing its projects in Norway and the United States, including its material projects in Nussir and Blue Moon. Its principal source of funding is the issuance of equity securities.
The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its projects.
The Company manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, alternative project financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives.
There has been no change in the Company’s capital management practices during the period. Blue Moon does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company is exposed to liquidity and credit risks arising from its financial instruments. The Company’s financial instruments include cash, restricted cash, other receivables, marketable securities, accounts payable and accrued liabilities, deferred income and the bridge loan. These financial assets and liabilities are primarily classified and measured at amortized cost, except for marketable securities, which are measured at fair value through profit or loss. The carrying values of the Company’s financial instruments approximate their fair values due to their short-term nature.
As at March 31, 2026, the carrying amount of the bridge loan was $15,066,071, which includes interest capitalized to the loan principal under the payment-in-kind interest terms of the loan. The fair value of the loan approximates its carrying amount given its recent issuance and floating interest rate. The bridge loan is classified as a non-current liability as the contractual maturity extends twelve months beyond the reporting date.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
a) Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Refer to note 1(b) for more information regarding the Company’s liquidity risk.
b) Credit risk
The Company is exposed to credit risk on its cash, restricted cash, receivables due from Wergeland Eiendom AS and value added tax receivables. To reduce credit risk, substantially all cash is on deposit at major banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in California, and FeFo the land management authority in Norway. As at March 31, 2026, sales tax recoverable was $4,004,004 (December 31, 2025: $958,332). Restricted cash is comprised of bonds valued at $92,895 (December 31, 2025: $91,341) held by the BLM and cash held in a restricted account valued at $160,409 (December 31, 2025: $152,125) held by FeFo. The Company’s exposure to credit risk is limited to the carrying amount of its cash, restricted cash, advance to suppliers, receivables due from Wergeland Eiendom AS and sales tax recoverable. Accordingly, the Company considers its exposure to credit risk minimal.
c) 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 high-rate savings or investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
At March 31, 2026, the Company held interest-bearing cash, cash equivalents and restricted cash of $40,610,011 (December 31, 2025: $92,963,414). A 1% increase or decrease in interest rates, with all other variables held constant, would increase or decrease the Company’s net loss by approximately $406,100 (December 31, 2025: $929,634). This is based on the Company’s interest-bearing balances at the reporting date. Restricted cash balances that do not earn interest have been excluded from this analysis.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
The foreign currency translation differences recognized in other comprehensive income primarily relate to the translation of the Company’s foreign operations, including USD and NOK functional subsidiaries. The foreign exchange presented in the Company’s net loss primarily related to the revaluation of foreign currency denominated cash and cash equivalents held during the period, as well as the translation of the US$ denominated short-term bridge loan held in a NOK functional subsidiary.
Sensitivity Analysis
The Company operates through subsidiaries in the United States and Norway and is exposed to foreign currency risk arising from fluctuations in exchange rates. The Company’s principal exposure relates to balances denominated in US dollar, Norwegian Krone and Euro relative to the Canadian dollar.
The following table illustrates the estimated impact on loss and comprehensive loss before income taxes of a 10% change in the CAD exchange rate against the USD, NOK and EUR, based on the Company’s monetary financial instruments denominated in foreign currencies as at March 31, 2026.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
|
Currency |
Change |
Effect on Pre-Tax Loss |
Change |
Effect on Pre-Tax Loss |
|
USD |
+10% |
$1,941,644 |
-10% |
$(1,941,644) |
|
NOK |
+10% |
$219,063 |
-10% |
$(219,063) |
|
EUR |
+10% |
$56,461 |
-10% |
$(56,461) |
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. 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 classified 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.
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.
The Company entered into contracts for underground mining and associated development work related to the Nussir project. As at March 31, 2026, the Company has contractual commitments to spend in accordance with such contracts totaling approximately $62.5 million. Except as otherwise disclosed in the financial statements, there are no other commitments.
The Company’s mineral properties are subject to several net smelter return (“NSR”) and royalty obligations as summarized below:
|
Project |
Country |
Royalty / NSR |
|
Nussir |
Norway |
0.75% NSR |
|
NSG |
Norway |
0.5% NSR |
|
Blue Moon |
USA |
0.5% NSR and 3% NSR |
| Springer | USA | 2.0% NSR |
| Apex | USA | 0.5% NSR, 2.0% NSR and 4.0% to 8.0% royalties |
a) Acquisition of the Gage Project
On April 2, 2026, the Company closed the acquisition of the Gage project located in Washington County, Utah, USA from a subsidiary of Liberty Gold Corp. This consists of 181 unpatented mining claims and two Utah School and Institutional Trust Lands (“SITLA”) leases, covering approximately 5,916 hectares surrounding the Apex mine.
Consideration for the acquisition consisted of the issuance of 420,935 common shares of the Company and a 2% NSR royalty on mineral production from certain concessions, excluding land subject to SITLA leases, which carries a 4%/8% NSR royalty depending on whether the materials are fissionable. The Company also retains an option to repurchase 1.0% of the royalty for cash consideration prior to achieving commercial production.
b) Proposed combination of Sultijelma district assets
On April 2, 2026, the Company announced that it had entered into a non-binding letter of intent (“LOI”) with Alpha Future Funds S.C.S. (“AFF”) to combine their respective wholly owned subsidiaries, Nye Sulitjelma Gruver AS and VMS Explorations AS (“VMS”), into a single entity.
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(unaudited)
(Expressed in Canadian dollars)
NSG and VMS hold permits over the historic Sulitjelma mining district in Norway and the proposed transaction is expected to support an integrated development approach to advance the project.
The LOI contemplates a period of up to four months to complete due diligence and negotiate a definitive agreement. The proposed transaction remains subject to, among other things, completion of due diligence, execution of a definitive agreement and receipt of applicable regulatory approvals. Accordingly, there can be no assurance that the transaction will be completed as contemplated, or at all.
c) Hartree follow-on investment
On April 24, 2026, following Hartree’s exercise of its top-up right pursuant to the investor rights agreement with the Company, the Company issued 526,617 common shares to Hartree at $9.06 per share for gross proceeds of approximately $4.8 million. Proceeds will be used for project development and general corporate purposes.
d) May 2026 Offering
On May 6, 2026, the Company closed its bought deal Offering, consisting of the Public Offering of 10 million common shares with a partial exercise of over-allotment option of 0.63 million common shares, at $10.00 per share, and the Concurrent Private Placement of 50 million common shares at the same price, for an aggregate gross proceeds of approximately $156.3 million. Scotiabank, ATB Cormark Capital Markets and Canaccord Genuity Corp. acted as joint bookrunners on behalf of a syndicate of underwriters, including Haywood Securities Inc., Titan Partners Group LLC, a division of American Capital Partners, LLC, Maxim Group LLC and Red Cloud Securities Inc. (collectively, the “Underwriters”). The Underwriters received an aggregate cash commission of approximately $7.8 million in connection with the Offerings.
e) WO claims
On April 28, 2026, the Company announced it has entered into an agreement to acquire certain claims adjacent to the Springer mine and processing plant from GoldPlay LLC and Robert Schafer for consideration of 188,199 common shares, US$1 million in cash and a sliding scale gross revenue royalty (“GRR”) on mineral production on the claims with an option for the Company to buy down the GRR to 1.5% for a cash payment of US$2.0 million. The claims consisted of nine unpatented mineral claims and include the Stank deposit, the O’Byrne deposits and a portion of the Sutton deposit, which covered some historically identified veins.
Exhibit 99.2
|
BLUE MOON METALS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
![]() |
The following management discussion and analysis (“MD&A”) of Blue Moon Metals Inc. (“Blue Moon” or the “Company”) has been prepared as of May 14, 2026, and provides an analysis of the Company’s results of operations for the three months ended March 31, 2026.
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 consolidated interim financial statements for the three months ended March 31, 2026 and 2025, Blue Moon’s audited consolidated financial statements for the years ended December 31, 2025 and 2024, 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. In addition, the Company hereby incorporates by reference into this MD&A, the disclosure contained in the Company’s Annual Information Form dated April 23, 2026 (the “AIF”): (i) under the heading “Cautionary Statement Regarding Forward-Looking Information” on page 1 of such AIF, and (ii) under the heading “Risk Factors” commencing on page 82 of such AIF and ending on page 92 of such AIF.
Description of the Business
Blue Moon is a mineral exploration and development company and in 2026 is focused on advancing its polymetallic brownfield projects in Tier 1 mining jurisdictions, in particular, the Nussir copper-gold-silver property (the “Nussir Project”) in Norway and the Blue Moon zinc-copper-gold-silver property (the “Blue Moon Project”) in California, United States of America (“USA”). In February 2026, the Company closed the previously announced acquisition of the Springer tungsten mine and processing plant in Nevada, USA (the “Springer Property”), an acquisition that was initially intended to select processing facilities for the direct shipped ore from the Blue Moon Project when the latter starts production. In 2026, as the sources of critical metals, including tungsten, became affected by restrictive trade policies and global conflicts, and the prices for these metals skyrocketed, the Company decided to explore the mining of the Springer tungsten deposit, as well as advancing the hub-and-spoke business model in western USA, building around the Springer complex. In March 2026, the Company acquired the germanium-gallium Apex mine in Utah (the “Apex Project”), USA and in April 2026, the Company expanded the Apex project by acquiring the Gage property surrounding it. In April 2026, the Company signed a letter of intent to acquire certain properties surrounding the Springer complex, a transaction which is expected to be completed in May 2026. In the meantime, the Company entered into a non-binding letter of intent in April 2026 to combine its interest in the Sulitjelma Project with a company that owns adjacent concessions, thereby consolidating the Sulitjelma district. In May 2026, following the release of the Nussir feasibility study in April 2026, the Company announced the launch of an equity financing and the final investment decision on Nussir project was made.
Blue Moon is listed on the TSX Venture Exchange (“TSXV”) under the symbol “MOON”, on the NASDAQ Capital Market (“NASDAQ”) under the symbol “BMM” and on the Frankfurt Stock Exchange under the symbol “8SX0”.
2026 Highlights
Corporate
US hub and spoke business model and other acquisitions
On February 10, 2026, the Company closed the previously announced acquisition of the Springer Property in Pershing County, Nevada from Goods LG LLC (“Goods”) for US$18,500,000, of which US$500,000 had been paid in October 2025 as an initial non-refundable deposit, as well as a 2.0% net smelter return (“NSR”) royalty.
The Springer complex is expected to be developed into a hub for processing critical minerals, with feeds coming initially from Blue Moon and the Springer tungsten deposit, the latter of which the Company is working to accelerate confirmatory drilling for updating historical resources to support a development plan. The Company is also planning to acquire and develop smaller, high grade underground critical metals mines in the western United States and with the intention to send the mineralized material to the Springer hub for processing. This dovetails with federal initiatives in the USA under section 232 of the Trade Expansion Act to promote domestic production of critical metals and decrease dependence on foreign supply chains.
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
On March 13, 2026, the Company closed the acquisition of the Apex mine in Washington County in southern Utah from a subsidiary of Teck Resources Limited (“Teck”) for 7,031,959 common shares of the Company, a 0.5% NSR royalty and offtake rights on the property, a life of mine offtake on the Blue Moon mine’s zinc concentrate, and equity participation rights and top-up rights and information rights in an investor rights agreement. The Company also assumed an existing 3.0% NSR royalty obligation on the Apex claims. Apex is a historical gallium, germanium and copper underground mine with 24 patented claims located in southwestern Utah, had been a primary producer of gallium and germanium in 1980s to 1990s and is in one of the most important gallium and germanium districts. On April 1, 2026, the Company consolidated its position in this district with the acquisition of the Gage project from a subsidiary of Liberty Gold Corp for 420,935 common shares of the Company and a 2.0% NSR royalty on certain concessions. The Gage project consists of 181 unpatented mining claims located on Bureau of Land Management (“BLM”) lands and two Utah School and Institutional Trust Lands Administration (“SITLA”) leases surrounding the Apex mine, for a total area of 5,916 hectares. The Company also assumed a 4.0% NSR royalty in respect of the SITLA leases (8.0% for fissionable materials).
On April 28, 2026, the Company announced it has entered into an agreement to acquire certain claims adjacent to the Springer Property for consideration of 188,199 common shares of the Company, US$1 million in cash and a sliding scale gross revenue royalty (“GRR”). The claims included some historically identified veins including the Stank deposit, the O’Byrne deposits and a portion of the Sutton deposit.
Equity financing
On May 6, 2026, the Company closed its previously announced bought-deal financing (the “Offering”) consisting of a public offering (the “Public Offering”) and a concurrent private placement (the “Private Placement”) of common shares in the Company. Scotiabank, ATB Cormark Capital Markets and Canaccord Genuity Corp. acted as joint bookrunners on behalf of a syndicate of underwriters, including Haywood Securities Inc., Titan Partners Group LLC, a division of American Capital Partners, LLC, Maxim Group LLC and Red Cloud Securities Inc. (collectively, the “Underwriters”). An aggregate of 10,625,000 common shares (the “Prospectus Shares”) at an issue price of $10.00 per Prospectus Share(including the partial exercise of the Underwriters’ over-allotment option of an additional 625,000 Prospectus Shares) were issued for gross proceeds of $106,250,000, as well as 5,000,000 common shares of the Company (the “Private Placement Shares”) were issued for gross proceeds of $50,000,000. In connection with the services of the Underwriters in the Offering, an aggregate cash commission of $7,756,260 was paid to the Underwriters.
On April 24, 2026, following Hartree’s exercise of its top-up right pursuant to the investor rights agreement with the Company, the Company issued 526,617 common shares to Hartree at $9.06 per share for gross proceeds of approximately $4.8 million. Proceeds will be used for project development and general corporate purposes.
On March 10, 2026, the Company closed a private placement financing with Leonard Nilsen & Sønner AS (“LNS”) and Hartree with the issuance of 181,127 common shares for total gross proceeds of $1,305,563. Details of the previously announced agreement with LNS and participation rights of Hartree are described elsewhere in this MD&A.
On October 1, 2025, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus (the “Base Shelf Prospectus”), the Company closed a bought-deal public offering (the “October 1, 2025 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 October 1, 2025 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 23, 2025, the Company filed Base Shelf Prospectus in each of the provinces and territories of Canada, other than Québec, and which provides for the issuance of up to $200 million of eligible securities and has a term of twenty-five months, allowing the Company to raise funds quickly during the twenty-five month term by filing a prospectus supplement for the issuance of eligible securities.
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 (“Oaktree”) as part of the initial equity tranche under the Hartree and Oaktree 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 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 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).
- 2 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
On February 26, 2025, 9,000,028 subscription receipts issued as part of the units in the December 2024 brokered unit financing came out of escrow upon the completion of the Nussir and NSG transactions, and were converted into 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 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, with Hartree being provided with customary securities and guarantees. 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.
Leonard Nilsen & Sønner AS
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. As mentioned elsewhere in this MD&A, LNS subscribed to the second tranche in March 2026.
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. On November 13, 2025, Frode Nilsen, President of the LNS group, was appointed to the Company’s Board.
US listing
On January 26, 2026, common shares of the Company began trading on the NASDAQ under the symbol “BMM” and ceased to be quoted on the OTCQX Best Market.
Board changes and management appointments
The Company continued to evolve in its board composition, and to grow its management team to support its strategic activities and project development activities in 2026:
- On April 1, 2026, the Company appointed Reza Ehsani as Senior Vice President, Projects.
- On January 26, 2026, the Company appointed Peter Madsen as a new member of the Board.
Nussir Project feasibility study (the “Feasibility Study” or “FS”).
On April 16, 2026, the Company announced the results of an updated FS for Nussir, which was summarized in an independent National Instrument (“NI”) 43-101 Technical Report entitled “NI 43-101 Technical Report on the Nussir Project – Feasibility Study” (the “2026 Technical Report”) with an effective date of April 14, 2026. This was filed on www.sedarplus.ca on April 20, 2026.
Highlights of the Report
- Total measured and indicated resource is 28.72 Mt at 1.20% CuEq grade.
- Total proven and probable reserve estimate is 24.98 Mt at 0.99% CuEq grade.
- Life of Mine (LOM) is 13 years with mill throughput of 6,000 tonnes per day.
- Life of Mine (LOM) average annual production of 19 kt of CuEq including an average of 3,200 ounces of gold and 496,000 ounces of silver in the consensus price scenario.
- LOM total cash costs (net of by-products) of US$0.95 per pound of copper and all-in sustaining costs of US$2.05 per pound of copper resulting in an all-in sustaining cost cashflow margin of 43% utilizing consensus pricing.
- After-tax Net Present Value of US$235 million (8% discount rate) at a long term copper price of US$4.78 per pound, gold price of US$3,515 per ounce and silver price of US$45.26 per ounce. At consensus pricing, the payable metal mix breakdown is 77% copper, 6% gold and 13% silver.
- After-tax Internal Rate of Return of 19% for the 13 year mine life and consensus pricing and 31% at spot pricing.
- Initial capital expenditures of US$184 million.
- 3 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
Project Economics and Key Parameters
|
Table 1: Project Economics and Key Parameters |
|||
|---|---|---|---|
|
Commodity Pricing |
Units |
Consensus(1) |
Spot(2) |
|
Milling Capacity |
tpd |
6,000 |
6,000 |
|
Mine Life |
Years |
13 |
13 |
|
LOM Cu Production |
kt |
185 |
185 |
|
LOM CuEq Production |
kt |
241 |
261 |
|
LOM Average Cu Production |
ktpa |
14.6 |
14.6 |
|
LOM Average CuEq Production |
ktpa |
19.0 |
20.6 |
|
Average Annual Free Cash Flow |
US$m |
$77.2 |
$125 |
|
Initial Capital Costs |
US$m |
$184 |
$184 |
|
Sustaining Capital Costs |
US$m |
$495 |
$495 |
|
LOM C1 Cash Cost (net of by-product credits) |
US$/lb |
$0.95 |
$0.03 |
|
LOM ASIC (net of by-product credits) |
US$/lb |
$2.05 |
$1.14 |
|
Post-tax NPV (0%) |
US$m |
$708 |
$1,322 |
|
Post-tax NPV (8%) |
US$m |
$235 |
$559 |
|
IRR |
% |
19.0 |
31.2 |
(1) Consensus pricing assumes: 2028 US$5.22/lb Cu, US$4,207/oz Au, US$61.15/oz Ag; 2029 US$5.23/lb Cu, US$3,971/oz Au, US$55.07/oz Ag; LT US$4.78 Cu, US$3,515/oz Au, US$45.26/oz Ag.
(2) Spot prices are based on March 3rd, 2026: US$5.84/lb Cu, US$5,171/oz Au, US$84.61/oz Ag.
The Mineral Resources Estimate (“MRE”) remains unchanged from the technical report titled “NI 43-101 Technical Report On The Mineral Resources Of The Nussir And Ulveryggen Projects, Norway”, dated January 24, 2025 (as amended and restated on September 12, 2025) with an effective date of January 20, 2025, prepared by Adam Wheeler, B.Sc., M.Sc., C.Eng., Eur Ing., FIMMM (the “2025 Technical Report”). See Table 2: Mineral Resource Statement in the Nussir section. The MRE is inclusive of the Mineral Reserves shown in the section below.
Nussir drilling results
The 2026 drilling program at Nussir consists of deep navigational step-out drilling and surface infill, intended to support ongoing geological evaluation, with the deep directional drilling aiming to expand the current known deep mineralization, including 1.2 km deep high-grade intercepts to the west, while the shallow infill program in the east concentrates on the resource initially to be mined.
Highlights of the drilling results to date:
|
Hole ID |
From |
To |
True Thickness |
Cu Grade |
Au Grade |
Ag Grade |
Cu Eq Grade1 |
|---|---|---|---|---|---|---|---|
|
|
(m) |
(m) |
(m) |
(%) |
(g/t) |
(g/t) |
(%) |
|
NUS-DD-1401-02 |
1,166.0 |
1,173.0 |
6.7 |
1.75 |
0.16 |
27.9 |
2.08 |
|
NUS-DD-1401-03A |
1,120.7 |
1,123.8 |
3.0 |
0.86 |
0.16 |
27.7 |
1.19 |
Note
- Metal prices assumed were US$4.20/lb Cu, US$27.00/oz Ag and US$2,200/oz Au, which represent reasonable long-term consensus metal pricing and coefficient factors of 0.00781 for Ag and 0.740 for Au.
- The applied formula for copper equivalent was: CuEq% = Cu%_Grade + (0.00781 * Ag_Grade) + (0.74 * Au_Grade).
- Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical test work completed in 2022.
- 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 of US$26.20/t of ore.
- 4 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
MIneral Properties
Nussir Project (Finnmark, Norway)
The Nussir Property is a polymetallic deposit which contains copper, silver and gold located in 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 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.
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 1,600m long decline will provide access to start construction of the exploration decline and provides a platform for further underground exploration.
Following the release of the 2026 Feasibility Study and the announcement of its equity financing in May, the Board announced a final investment decision has been made for the Company to commence development of the Nussir Project to a mine.
2026 Feasibility Study
As discussed in the 2026 Highlights, on April 16, 2026, the Company announced the results of an updated FS for Nussir, which is summarized in the 2026 Technical Report filed on April 20, 2026, details of which are found on www.sedarplus.ca as well as on the Company’s website at www.bluemoonmetals.com.
The FS represents a comprehensive study of the technical and economic viability of the selected development option. The project economics and key parameters as shown in Table 1 above demonstrates the project as economically viable and can support a positive production decision by the Company.
The mineral resource estimate remains unchanged from those in the 2025 Technical Report as shown in Table 2 below.
Mineral Resources Estimate (“MRE”)
|
Table 2: Mineral Resource Statement January 20, 2025 (amended and restated September 12, 2025) |
|||||
|---|---|---|---|---|---|
|
Classification |
Tonnes (millions) |
Cu Grade (%) |
Au Grade (g/t) |
Ag Grade (g/t) |
Cu Eq Grade (%) |
|
Measured |
2.69 |
1.08 |
0.18 |
12.8 |
1.31 |
|
Indicated |
26.03 |
1.01 |
0.11 |
12.3 |
1.19 |
|
Measured & Indicated |
28.72 |
1.02 |
0.12 |
12.3 |
1.20 |
|
Inferred |
31.99 |
1.01 |
0.14 |
14.6 |
1.23 |
Notes:
1. CIM definitions were followed for resource estimate.
2. A minimum mining width of 2.0 m was applied in making the resource estimate 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$2,200/oz Au, which represent reasonable long-term consensus metal pricing.
6. CuEq Grade=Cu Grade+0.00781*Ag Grade+0.740*Au Grade
7. Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022.
8. 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 of US$26.20/t of ore.
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. CIM Definition Standards were followed for classification of Mineral Resources.
11. Mineral Resources shown are inclusive of Mineral Reserves.
- 5 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
Mineral Reserves Estimate
|
Table 3: Mineral Reserves |
|||||
|
Classification |
Tonnes (millions) |
Cu Grade (%) |
Au Grade (g/t) |
Ag Grade (g/t) |
Cu Eq Grade (%) |
|
Proven |
2.64 |
0.80 |
0.13 |
10.15 |
1.01 |
|
Probable |
22.34 |
0.81 |
0.09 |
10.36 |
0.99 |
|
Proven & Probable |
24.98 |
0.81 |
0.09 |
10.34 |
0.99 |
Notes:
1. Above Reserves estimate follows CIM (2019) MRMR Best Practice Guidelines including CIM Definition Standards for classification.
2. Mining methodology is long hole open stope with minimum mining width of 3 m and mining recovery of 95% applied.
3. Dilution applied to stopes using ELOS method correlated with geotechnical conditions.
4. Reserves are based on copper price of US$9,034 per tonne, gold price of US$2,487/oz and silver price of US$26.58/oz.
5. In-Situ NSR Cut off is US$35.43/t with an incremental cut-off value of US$21.03/t.
6. Copper recovery is 96%, gold is 84% and silver is 95%.
7. Concentrate treatment cost is US$75 per dry metric tonne.
8. Refining costs are US$0.075/lb for copper, US$5.00/oz for gold and US$0.45/oz for silver.
9. Freight is US$54.50 per wet metric tonne and zero emission premium of US$2.50 per wet metric tonne.
10. Numbers presented in this table may not add to the totals provided due to rounding.
Mining and Processing
The mining method used for the FS is Long Hole Open Stoping (LHOS) with ribs and sill pillars to consistently sustain the production and mill throughput design rate. Required infrastructure to support the mine operation have been included in the design, including all materials handling equipment. Trucking and mobile equipment have been optimized in the mine design along with implementation of conveyors for both crushed ore and waste.
Underground mobile crushers are utilized followed by a grinding circuit including a semi-autogenous grinding (SAG) mill and a ball mill located on surface prior to flotation. The concentrate is filtered using a plate and frame pressure filter and stored in a storage warehouse prior to shipping through the existing and operational port and ship loaders. The mine and process facility will be powered by an existing 132 kV power line. Fresh water requirements for the process plant and the mine will be provided from an existing water dam using an existing buried pipeline. A water treatment plant has been included to treat the underground mine water to a quality suitable for reuse within the processing plant, thereby reducing demand for freshwater abstraction from the water reservoir and to treat the excess mine water to a quality suitable for controlled discharge during upset conditions (e.g. processing plant shutdowns or maintenance), in accordance with applicable Norwegian and EU environmental standards.
Environmental and Permitting
The primary permits required for mining projects in Norway have been obtained. These permits include an Extraction Permit for state-owned minerals (under the Minerals Act 2009), an approved Zoning Plan revision of the municipal land use plan to include the proposed mining area (under the Planning and Building Act), a Discharge Permit (under the Pollution Control Act) and an Operating License (under the Minerals Act). The Project has also obtained certain secondary approvals, including an approved Mine Waste Management Plan for the exploration decline development and a Baseline Marine Monitoring Plan that allows for further marine baseline studies in Repparfjord. Additional secondary permits are in progress and are proceeding in the normal course.
Project Timeline
A project execution plan and target schedule as shown in Table 4 below have been developed as part of the Feasibility Study to outline the durations and key activities for achieving commercial production at the Project. The Project schedule defined the construction completion of October 2027, hot commissioning starting August 2027 and start of production December 2027.
|
Table 4: Project Timeline |
|
|---|---|
|
Milestone |
Target Date |
|
EPC Contract Award |
May 2026 |
|
First Concrete Pour Mill Building |
July 2026 |
|
Mechanical Completion |
October 2027 |
|
Start of No-Load Commissioning |
March 2027 |
|
Start of System Handover to Operation |
April 2027 |
|
Start of Production and Ramp-up |
December 2027 |
|
Final Certification |
March 2028 |
- 6 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
Economic Impact
The Company expects the Project to generate significant economic benefits at both the local and national levels. At peak construction, the Company expects to employ, directly or indirectly, approximately 200 personnel, and approximately 100 personnel during commercial production operations, with indirect employment estimated at two to three times these levels through supporting industries and services.
The Company is implementing strategies to maximize the number of long-term employees residing locally, which is expected to provide a sustained boost to the regional economy and support the creation of additional long-term indirect employment associated with population growth.
Based on the assumptions used in the Feasibility Study and applying current Norwegian fiscal regimes, the Project is expected to generate substantial government revenues over its life. Using long-term consensus commodity prices, life-of-mine Norwegian government royalties are estimated at approximately US$18 million, with corporate taxes of approximately US$191 million, for total government revenues of approximately US$209 million.
At spot commodity prices, life-of-mine Norwegian government royalties are estimated at approximately US$25 million, with corporate taxes increasing to approximately US$365 million, for total government revenues of approximately US$390 million over the life of the Project.
Opportunity Case
The FS reserve estimate excludes inferred material from the resource estimate. The potential conversion of this inferred material supports the opportunity case and showcases the potential of the life of mine extension to 17 years, considering the same production throughput.
|
Table 5: Opportunity Case(1) Economics and Key Parameters |
|||
|---|---|---|---|
|
Commodity Pricing |
Units |
Consensus(2) |
Spot(3) |
|
Milling Capacity |
tpd |
6,000 |
6,000 |
|
Mine Life |
Years |
17 |
17 |
|
LOM Cu Production |
kt |
294 |
294 |
|
LOM CuEq Production |
kt |
386 |
420 |
|
LOM Average Cu Production |
ktpa |
16 |
16 |
|
LOM Average CuEq Production |
ktpa |
20.9 |
22.8 |
|
Average Annual Free Cash Flow |
US$m |
$82.3 |
$137 |
|
Initial Capital Costs |
US$m |
$184 |
$184 |
|
Sustaining Capital Costs |
US$m |
$741 |
$741 |
|
LOM C1 Cash Cost (net of by-product credits) |
US$/lb |
$0.75 |
$0.23 |
|
LOM ASIC (net of by-product credits) |
US$/lb |
$1.83 |
$0.85 |
|
Post-tax NPV (0%) |
US$m |
$1,332 |
$2,350 |
|
Post-tax NPV (8%) |
US$m |
$358 |
$784 |
|
IRR |
% |
19.6 |
31.1 |
(1) Opportunity case includes additional inferred resources (using 50% conversion rate) that are considered too speculative geologically to have been categorized as reserves.
(2) Consensus pricing assumes: 2028 US$5.22/lb Cu, US$4,207/oz Au, US$61.15/oz Ag, 2029 US$5.23/lb Cu, US$3,971/oz Au, US$55.07/oz Ag, LT US$4.78 Cu, US$3,515/oz Au, US$45.26/oz Ag.
(3) Spot prices are based on March 3rd, 2026: US$5.84/lb Cu, US$5,171/oz Au, US$84.61/oz Ag
Qualified Persons for FS
The Company commissioned Worley Europe Limited (“Worley”) to perform the FS and the Technical Report was prepared by the following qualified persons (“QP”):
- Chris Hughes-Narborough – Institute of Materials, Minerals and Mining (IMMM)
- Martin Prior – Fellow (FSAIMM) ECSA
- Roy Levesque – P.Eng
- Lumin Ma, Ph.D., P.Eng
- Susan Abell – Professional Scientist registered with the South African Council for Natural Scientific Professions
- Adam Wheeler – C.Eng, Eur Ing, FIMMM
- 7 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
2026 Drilling Program
The mineralization of Nussir to the west is open at depth and along strike. The 2026 drilling program consists of deep navigational drilling in the west, targeting 1.2 km deep high-grade intercepts and is intended to extend the existing known deep mineralization, as well as shallow infill drilling from surface in the east.
Navigational drilling
The deep drilling program, planned at 4,000 metres, aided by Devico’s navigational drilling techniques, is centered around the historic high-grade intercept hole NUS-DD-14-001 (9.7 metres at 1.22% CuEq). The 6 targets, each designed to bridge the 650-metre gap between this known high-grade intercept and the current MRE, follow up on the exploration target outlined in the 2023 Technical Report. Note that the potential quantity and grade of this exploration target is conceptual in nature, there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource.
Of the three daughter holes from the first mother hole, two resulted in successful intercepts whilst one hole was abandoned due to technical difficulties prior to the anticipated mineralized zone. The recently completed NUS-DD-26-07, itself yielding an intercept of 6.85 metres of mineralization from the target horizon, will act as a mother hole for the next two targets.
Infill drilling
Infill drilling from the surface is ongoing and, together with the navigational drilling, is expected to provide extensive structural data for the Nussir deposit, targeting a thinner, copper-rich horizon approximately 80 metres above the main mineralized body, which extends about 10 kilometres along strike. This was planned to include approximately 3,000 metres of surface drilling with nominal drill spacing about 75 by 75 metres.
Blue Moon Project (California, USA)
The Blue Moon Project is a volcanogenic massive sulfide (“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 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 led by Micon International Ltd (“Micon”) and Resource Development Associates, Inc (“RDA”).
In connection with the PEA, the Company announced an updated MRE for the project, which is contained in the technical report entitled “NI 43-101 Technical Report For the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California”, dated April 14, 2025 (as amended and restated on September 12, 2025) with an effective date of March 3, 2025 and with an effective date of Mineral Resource Estimate of December 24, 2024, prepared by Scott Wilson, C.P.G. SME-RM, Peter Szkilnyk, P. Eng., Alan J. San Martin, P. Eng., Richard Gowans, P.Eng., Justin Taylor, P.Eng., and Christopher Jacobs, C. Eng., MIMMM.
The MRE is available on the Company’s website and is based on 87 drill holes totaling 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 |
- 8 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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 |
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:
-
- Metal selling prices: Au-US$2200/oz, Ag-US$27/oz, Cu-US$4.25/lb., Pb-US$0.90/lb., Zn-US$1.25/lb.
- Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%.
- 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.
Construction of the portal and the underground exploration decline commenced. Exploration drilling activities commenced 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.
A 16,000-metre infill drilling program was undertaken at a nominal spacing of approximately 50 metres by 50 metres. This was designed to support the potential conversion of portions of the current inferred mineral resources to the indicated category. Diamond drilling has commenced from the underground exploration decline, with approximately 8,000 metres to be completed from three underground drill stations targeting the central and upper portions of the VMS deposit. The remaining approximately 8,000 metres of drilling is planned from surface locations, targeting the deeper portions of the currently defined mineral resource. Selected drill holes will be completed with downhole geophysical surveys, including electromagnetic methods, to assist in identifying additional mineralization and generating new exploration targets, particularly to the northwest and along up-dip and down-dip extensions.
Historical drilling has returned encouraging polymetallic intercepts within the VMS system, such as drillhole CH-09 which has intersected 14.40 meters @ 4.97% Zn, 0.25% Cu, 4.5 g/t Au and 26.66 g/t Ag totaling 18.46% ZnEq from 371.20 meters and a second higher-grade interval of 10.88 metres @ 5.55% Zn, 0.32% Cu, 4.81 g/t Au and 261.3 g/t Ag totaling 27.92% ZnEq1,2 from 390.30 metres. These intercepts occur within the northwestern part of the mineralized system and demonstrate both grade continuity and local high-grade enrichment. The Company considers these zones to be priority areas for follow-up drilling, with clear potential to infill and expand mineralization to the northwest and along interpreted up-dip and down-dip extensions of the deposit.
In January 2026, Blue Moon acquired the mineral rights to the West Property, located to the west of the portal, and the rights to drill from surface. The Company expects to drill 8,000 metres from surface from the NW area to expand the high-grade resources to the NW.
The Company is currently undertaking a systematic re-logging and re-sampling program of the historic drill core, including previously unsampled mineralized intersections. The program is designed to validate the historical dataset, support an updated mineral resource estimate incorporating new assay data from this year’s drill program, and refine the geological and structural interpretation of the mineralized system.
- 9 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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 entitled “NI 43-101 Technical Report On The Mineral Resources Of The Sulitjelma Project, Norway”, dated February 20, 2025 (as amended and restated on September 12, 2025) with an effective date of May 20, 2025, prepared by Adam Wheeler, B.Sc., M.Sc., C.Eng., Eur Ing., FIMMM.
The constrained MRE is as follows:
|
Region |
Zone |
Tonnes kt |
Cu % |
Zn % |
CuEq % |
APT* m |
|---|---|---|---|---|---|---|
|
Rupsi/Dypet |
2 |
4,188 |
1.45 |
0.35 |
1.50 |
5.2 |
|
|
3 |
1,499 |
0.95 |
0.19 |
0.98 |
5.5 |
|
|
5 |
2,188 |
0.82 |
0.37 |
0.88 |
15.7 |
|
|
6 |
410 |
1.40 |
0.24 |
1.43 |
3.6 |
|
|
7 |
126 |
0.77 |
0.15 |
0.79 |
2.4 |
|
|
8 |
484 |
0.89 |
0.11 |
0.91 |
6.8 |
|
|
9 |
163 |
2.01 |
0.25 |
2.05 |
2.5 |
|
|
10 |
201 |
1.39 |
0.36 |
1.45 |
2.9 |
|
Subtotal |
|
9,258 |
1.19 |
0.31 |
1.24 |
|
|
Hankabakken II |
2 |
3,031 |
0.88 |
0.07 |
0.89 |
4.2 |
|
|
3 |
1,471 |
0.86 |
0.05 |
0.86 |
3.1 |
|
|
5 |
453 |
1.00 |
0.02 |
1.00 |
9.1 |
|
Subtotal |
|
4,955 |
0.88 |
0.06 |
0.89 |
|
|
Sagmo |
2 |
455 |
1.15 |
0.19 |
1.18 |
3.6 |
|
|
3 |
193 |
1.56 |
0.14 |
1.58 |
|
|
|
5 |
2 |
|
|
|
|
|
|
|
2,853 |
0.98 |
0.16 |
1.00 |
|
|
Total |
|
17,066 |
1.06 |
0.21 |
1.10 |
6.1 |
*Apparent True Thickness
Notes:
- CIM definitions were followed for MRE.
- All resources reported are categorized Inferred; there are no Measured or Indicated resources.
- A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes.
- 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.
- Assumed parameters for the cut-off grade and CuEq calculations included: Prices: US$4.20/lb Cu, US$1.25/lb Zn Processing recoveries: 92% Cu, 57% Zn Payabilities: 96.5% Cu, 86% Zn
- The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade x 0.16)
- For the cut-off grade calculation, the assumed total operating cost was US$50/t of ore.
- A global density value of 3 t/m3 was assumed.
- Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material.
- Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
- Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis.
Blue Moon initially focused on the Rupsi and Dypet deposits where the Company 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 were part of the recommendations in the technical report, with a budget of 46.2 MNOK (approximately US$4.5M), which would 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.
- 10 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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.
A 10,000 metre drilling program was planned focused on infill and expansion of the inferred resource. The program commenced with the extension of the existing Rupsi tunnel, with the first approximately 150 metres of development providing access to two underground drill stations.
In April 2026, the Fauskebygg extension contract was terminated as part of a broader review of ongoing project evaluation activities. The Company also entered into a non-binding letter of intent to combine its Sulitjelma Project with adjacent district assets held through VMS Explorations AS, which holds exploration permits in the Sulitjelma district.
Springer mine and mill (Nevada, USA)
In February 2026, the Company closed the previously announced acquisition of the Springer mine and mill from GOODS LG LLC for US$18.5 million and a 2.0% NSR royalty in favour of the seller. The Springer complex is located in Pershing County, Nevada and consists of approximately 3,000 hectares of mineral claims and fee lands. The historical mineral resource is located entirely on private fee lands. The historical mineral resource (1)(2)(3) on the Property is:
Historical estimate of indicated resources of 355,000 tons @ 0.537% WO3
Historical estimate of inferred resources of 1,933,600 tons @ 0.493% WO3
The mine infrastructure includes an Ammonium Paratungstate (“APT”) circuit including autoclave and related reagent systems. The mill can be readily modified to produce concentrates from critical metals from alternate sources. It also includes a vertical shaft developed down to 1,600 feet, a headframe and 3 compartment hoist and associated equipment, a process plant with approximately 1,200 tpd capacity to produce concentrates and/or APT, electrical infrastructure including main substation, transformers etc., tailings storage facilities and water rights.
Notes:
- A qualified person has not completed sufficient work to classify this historical estimate as current mineral resources or mineral reserves in accordance with NI 43-101 and the Company is not treating the historical estimate as current mineral resources or mineral reserves. In order to verify the historical estimate, the Company needs to engage a qualified person to review the historical data, review any work completed on the property since the date of the estimate and complete a new technical report. The Company views this historical data as an indicator of the potential size and grade of the mineralized deposits, and this data is relevant to Company’s future plans with respect to the property.
- Resource classification was performed according to CIM guidelines for indicated and inferred resources at the time and are based on drill spacing and density; the estimate was presented at 0.20 WO3% cutoff grade based on approximate mining cost of US$40/ton, processing cost of US$13.50/ton, administration cost of US$7/ton, mill recovery of 82% and a WO3 price of US$11.50/lb. Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material.
- The effective date of this estimate is August 20, 2012, and is contained in the “Preliminary Economic Assessment of the Springer Tungsten Mine, Pershing County, Nevada, USA” dated December 31, 2013 and prepared by Keith McCandlish of DMT Geosciences Ltd.
The Springer Project was the site of continuous underground tungsten mining between 1918 and 1958, much of that time controlled first by the Segerstrom family, and later by the Nevada-Massachusetts Mining Company. The General Electric Company ("GE") acquired the property in the 1970's, interested in securing long term tungsten supply assets to support its lighting and industrial tools businesses. The current mine and mill were constructed by Utah International Inc. (later became BHP Minerals Group) for GE in the mid 1970's, and was subsequently commissioned and operated by GE for 8 months in 1982. The property has not been actively mined since October 1982, and the underground workings are currently flooded to a depth of approximately 375 feet. EMC Metals Corp. acquired the Springer mine and associated properties from GE in 2006. Between that purchase date and today, considerable refurbishment and renewal have been undertaken to the mill, control systems, hoist house, and an up-rating of the mill throughput from a nominal 950 tpd to a current 1,350 tpd capacity, and an estimated 1,200 tpd throughput after availabilities (89%).
Centrally located with access to diverse mineral sources and existing road and rail infrastructure, the Springer Mine and Mill is well situated to become a regional metallurgical complex. With established tailings and water management systems, the brownfield site provides significant opportunities to reduce capital and permitting timelines compared to a greenfield development.
The Springer Project is planned to be advanced through a multi-phase work program in 2026. The initial phase will focus on a detailed review of available historical information, including drill logs, core where accessible, cross-sections, assay data and the existing block model covering the Sutton I and Sutton II tungsten skarn deposits. This work will be used to refine the current geological interpretation and to guide the design of a follow-up drilling program.
Subject to the outcome of the data review, the Company plans to complete approximately 5,000 metres of resource evaluation drilling. The program is expected to include a combination of twinning, infill, and step-out drilling targeting the higher-grade scheelite skarn mineralization. Drilling will also test for base and precious metals, which have received limited attention in previous work and are largely absent from the existing dataset.
- 11 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
A further phase of work is planned to assess additional mineralized horizons located to the east of the main skarn bodies. Historical work in these areas outlines multiple mineralized beds and indicates potential for resource growth, based on historic operations by General Electric when the mine was in production in the early 1980s. Available information suggests that molybdenum and tungsten grades increase at depth; however, no systematic assays have been recorded for these elements, there is limited historical data regarding associated gold and copper mineralization, and no mineral resource has been defined for molybdenum. The deposit setting also provides broader exploration potential, given the association of skarn mineralization with nearby porphyry, carbonate replacement, and epithermal systems.
The Company purchased the site in February 2026 to provide processing capacity to support the development of the Blue Moon Mine and to establish a regional processing hub. Sitting on a large land package, Blue Moon believes there is significant room to expand the mill layout and add additional buildings to process multiple ore types and improve economies of scale to unlock and maximize the value of resources that would otherwise not support stand-alone processing facilities. Located only a few miles from both Interstate 80 and the Union Pacific rail line, the Springer complex is well connected to the transportation and logistics infrastructure to integrate with other operations, including Teck’s Trail Operations.
On April 28, 2026, the Company announced it has entered into an agreement to acquire certain claims adjacent to the Springer Property for consideration of 188,199 common shares of the Company, US$1 million in cash and a sliding scale gross revenue royalty (“GRR”). The claims included some historically identified veins including the Stank deposit, the O’Byrne deposits and a portion of the Sutton deposit.
Apex Project (Utah, USA)
In March 2026, the Company closed the previously announced acquisition of the Apex property from a subsidiary of Teck. The Apex mine was a historical underground mine in Utah, which had previously been mined for copper oxide, and subsequently for germanium and gallium. This became the primary producer of gallium and germanium for the United States when Musto Explorations Ltd. brought it into production in the mid 1980’s and again with Hecla Mining Company in the 1990’s. During its peak year of operations, Apex produced 10,270 tons yielding 1,645 lb Ga, 5,634 lbs of Ge, and 224,800 lbs of Cu.
Hecla completed a feasibility study in 1989, reporting a reserve of 230,200 tons of 0.100% Ge, 0.046% Ga and 1.6% Cu. A historical reserve estimate1 by Ken Krahulec in 2018 estimated 1 MT @ 0.087% Ge, 0.033% Ga, 1.8% Cu and 41 g/t Ag. The Ge and Ga are 10-100x higher grade than most Ge and Ga deposits. Beyond the historical reserves, Hecla also identified several additional breccia bodies as prospective exploration targets, including the Paymaster, Cavern, and 500 North pipes, along with further oxide zones in the immediate mine area.
Notes:
1. A qualified person has not completed sufficient work to classify this historical estimate as current mineral resources or mineral reserves in accordance with NI 43-101 and Blue Moon is not treating the historical estimate as current mineral resources or mineral reserves. In order to verify the historical estimates, the Company needs to engage a qualified person to review the historical data, review any work completed on the property since and complete a new technical report. Blue Moon views this historical data as an indicator of the potential size and grade of the mineralized deposits, and this data is relevant to Company’s future plans with respect to the property.
Subject to renewed permits and with the intent to reopen the mine, the Company plans to fast track efforts to advance the technical studies, metallurgical testing, process flowsheets, permitting and community engagement to support a final investment decision. In parallel, Blue Moon is evaluating options for a new processing line at the Company’s Springer complex to process the Apex material and provide an integrated United States Ge and Ga value chain.
In April 2026, the Company consolidated the land around the Apex property by acquiring the Gage project located in Washington county, Utah, from a subsidiary of Liberty Gold Corp. The Gage project consisted of 181 unpatented mining claims located on Bureau of Land Management lands and two SITLA leases, for a total area of about 6,000 hectares. The district is considered highly prospective for modern exploration and discovery, including alteration mapping, regional geophysical surveys and drill-testing at depth. No modern exploration has been conducted on the other mapped breccia pipes (10 mapped) or regional prospects (9 mapped), in addition to numerous other areas not yet discovered. Previous drilling (1980, Musto) was focused on only a 600-foot vertical section of a single breccia pipe, and it is estimated that up to 10 pipes may be present, with many more regionally.
QUALIFIED PERSON
The technical and scientific information contained in this MD&A for the Company’s properties has been reviewed and approved by Reza Ehzani P.Eng., Senior Vice President, Projects of the Company, and a non-Independent Qualified Person, as defined by NI 43-101.
- 12 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
General Exploration Expenses
The Company’s exploration expenses for the periods presented were as follows:
|
|
For the three months ended March 31, 2026 |
||||
|
|
Nussir $ |
NSG $ |
Blue Moon $ |
Springer $ |
Total $ |
|
Claims costs |
3,995 |
6,890 |
- |
- |
10,885 |
|
Camp operations |
2,356,448 |
163,330 |
1,197,892 |
68,475 |
3,786,145 |
|
Development and site preparation |
8,622,148 |
458,146 |
8,589,102 |
80,808 |
17,750,204 |
|
Engineering studies |
2,866,307 |
39,973 |
526,471 |
68,332 |
3,501,083 |
|
Prospecting and geology |
1,527,260 |
- |
1,503,323 |
142,432 |
3,173,015 |
|
Permitting |
- |
- |
140,052 |
- |
140,052 |
|
TOTAL |
15,376,158 |
668,339 |
11,956,840 |
360,047 |
28,361,384 |
| For the three months ended March 31, 2025 | ||||
|
|
Nussir $ |
NSG $ |
Blue Moon $ |
Total $ |
|
Claims costs |
1,200 |
2,190 |
6,459 |
9,849 |
|
Camp operations |
192,989 |
23,623 |
17,845 |
234,457 |
|
Engineering studies |
127,869 |
36,342 |
217,940 |
382,151 |
|
Prospecting and geology |
- |
- |
16,189 |
16,189 |
|
Permitting |
- |
- |
102,431 |
102,431 |
|
TOTAL |
322,058 |
62,155 |
360,864 |
745,077 |
- 13 -
| Blue Moon Metals Inc. Management’s Discussion and Analysis For the three months ended March 31, 2026 |
Results of Operations
|
|
Three months ended March 31, |
|
|
|
2026 |
2025 |
|
|
$ |
$ |
|
Employee benefits |
1,025,585 |
277,523 |
|
Share-based payments |
1,196,452 |
264,437 |
|
Professional and consulting fees |
1,916,877 |
155,651 |
|
General exploration expenses |
28,361,384 |
745,077 |
|
Filing and regulatory fees |
304,771 |
52,749 |
|
General administrative costs |
323,828 |
41,232 |
|
Shareholder communication and travel |
292,477 |
105,944 |
|
Depreciation |
494,826 |
379 |
|
Foreign exchange loss / (gain) |
361,898 |
(8,226) |
|
Interest and accretion expense |
545,353 |
38 |
|
Accretion expense |
327,875 |
- |
|
Interest income |
(371,267) |
(146,445) |
|
Other income |
(242,535) |
(14,219) |
|
Fair value gain |
(405,250) |
- |
|
NET LOSS ATTRIBUTABLE TO: |
|
|
|
Blue Moon Metals Inc. shareholders |
33,242,820 |
1,423,059 |
|
Non-controlling interests |
889,454 |
51,081 |
|
Net loss |
34,132,274 |
1,474,140 |
Results of operations for the three months ended March 31, 2026
Blue Moon incurred a net loss of $33,242,820 ($0.41 per common share) for the three months ended March 31, 2026, compared to a loss of $1,423,059 ($0.06 per common share) over the same period in 2025. These factors contributed to the key differences in the comparative figures, as follows:
Employee benefits and share based compensation increased by $748,062 and $932,015 respectively, during the three months ended March 31, 2026, compared to the same period in 2025. The increase reflects the hiring of corporate personnel required to advance financing, permitting and development planning. In the prior year, the Company had just acquired its Norwegian assets half-way through the first quarter of 2025 and had not started to ramp up activities at all its assets.
Professional fees increased by $1,761,226 during the three months ended March 31, 2026, compared to the same period in 2025. The increase reflects higher legal and advisory costs related to corporate financing activities, due diligence costs and other general support, the Springer and Apex acquisitions and increased regulatory and permitting activity associated with all its projects. In the prior year, professional fees were lower as the Company had just acquired the Norwegian assets during the quarter, and had not yet explored avenues of project finance and other acquisitions.
Exploration expenditures increased by $27,616,307 during the three months ended March 31, 2026, compared to the same period in 2025. This increase primarily reflects the technical and development work undertaken to advance the Company’s key assets as well as tunnelling and drilling activities in both Nussir and Blue Moon, as the Company completed its feasibility study work on Nussir which was filed in April 2026, in preparation for a final decision to enter into development for Nussir, which was made by the Board in April 2026.
Filing and regulatory fees increased by $252,022 during the three months ended March 31, 2026, as compared to the same period in 2025. This was attributable to increased TSXV fees as the market capitalization grew, as well as the NADSAQ listing, completed in January 2026. Shareholder communication and travel increased by $186,533 during the three months ended March 31, 2026, compared to the same period in 2025, reflecting higher corporate and marketing activities during the period.
Depreciation increased by $494,447 during the three months ended March 31, 2026, primarily reflecting the amortization of the fair value adjustment recognized in the purchase price allocation related to property, plant and equipment included in the REAS acquisition, as well as depreciation related to several lease arrangements and fixed assets at the Nussir and Blue Moon Projects.
- 14 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
Interest income increased by $224,822 during the three months ended March 31, 2026, compared to the same period in 2025. The increase is mainly due to the Company’s higher cash balance resulting from the equity financings completed in 2025, while interest and accretion expense increased by $873,228 for the same period, a result of drawing down the first tranche from the Bridge Loan.
Other income increased by $228,316 during the three months ended March 31, 2026, compared to the same period in 2025, mainly due income from the sale of aggregates and rental of land within the Nussir industrial area.
A fair value gain of $405,250 was recorded during the three months ended March 31, 2026, 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 three months ended March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Cash provided by (used in) |
|
|
|
Operating activities |
(27,108,903) |
(212,955) |
|
Investing activities |
(25,130,705) |
(14,103,406) |
|
Financing activities |
765,635 |
4,984,453 |
|
Effects of foreign exchange on cash balances |
(887,715) |
(25,330) |
|
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
(52,361,688) |
(9,357,238) |
|
Cash, cash equivalents and restricted cash – beginning |
92,811,289 |
30,008,106 |
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – ENDING |
40,449,601 |
20,650,868 |
Blue Moon had $40,449,601 in cash, cash equivalents and restricted cash as of March 31, 2026 (2025: $20,650,868). As of March 31, 2026, the Company had working capital of $29,342,799 (2025: $16,923,045). A summary of the significant financings and other activities during the three months ended March 31, 2026 is provided in the audited consolidated financial statements for the three months ended March 31, 2026 and 2025.
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 three months ended March 31, 2026, the Company used net cash of $25.1 million in investing activities. The primary components relate to the Springer acquisition as well as addition to property, plant and equipment completed in the period.
Financing activities
During the three months ended March 31, 2026, the Company generated net cash of $0.8 million from financing activities.
Net proceeds from the issuance of shares totalled $1.3 million. This included a follow-on equity investment by LNS of $1.2 million in March 2026 as well as top-up by Hartree of $0.1 million. During the three months ended March 31, 2026, the Company paid $0.5 million in interest on the bridge loan.
- 15 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
Equity placements
As of March 31, 2026, the Company had completed four private placements within the prior 12-month period, raising gross proceeds of $95.9 million and net proceeds of approximately $89.7 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 March 31, 2026 and the remaining amount to be spent:
|
Offering |
Net Proceeds |
Expected Use of Proceeds |
Actual Use of Proceeds |
Remaining / Reconciliation |
|
May 8, 2025 (Private Placement of 376,833 Common Shares) |
$1.1M |
Exploration activities |
$1.1M |
Nil |
|
September 4, 2025 (Private Placement of 2,092,173 Common Shares) |
$6.9M |
General corporate and exploration activities |
$6.9M |
Nil |
|
October 1, 2025 (Bought deal public offering of 26,220,000 Common Shares) |
$80.5M |
General corporate, exploration and the advancement of the Company’s mineral properties |
$50.5M |
$30.0M |
|
March 13, 2026 (Private Placement of 181,127 Common Shares) |
$1.3M |
General corporate and exploration activities |
$1.3M |
$1.3M |
- 16 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
LIQUIDITY OUTLOOK
In 2025, the Company strengthened its liquidity position by raising over $125.5 million in gross proceeds from equity financings, including follow-on equity investments from Hartree and LNS and the proceeds from the Company’s October bought-deal public offering, enabling the Company to ramp up activities at Blue Moon, Nussir and Sulitjelma properties and progress towards a construction decision on Nussir. These funds have supported project advancement activities including early engineering, underground development and project evaluation work. In the three months ended March 31, 2026, about $1.3 million were raised in follow-on equity investments from LNS and Hartree. This was followed by the Offering of $162.5 million in gross proceeds from the Prospectus Offering and the concurrent Private Offering in May 2026.
In addition to the equity financings, 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 financings.
Following the evaluation of project financing proposals from a number of financial institutions and operating companies, 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:
- 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. For the project financing package, the availability of the remaining funding is conditional on a final investment decision for the Nussir Project and remains subject to customary approvals, due diligence 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.
The Bridge Loan, which the Company had drawn on the first tranche of US$12.5 million in September 2025, 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.
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. To increase liquidity exposure to more shareholders, the Corporation cross-listed on the NASDAQ as from January 26, 2026. 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 three months ended March 31, 2026, the increase in loss and comprehensive loss, compared to previous quarters, is primarily attributable to higher exploration and project advancement costs.
In comparison, exploration expenditures for the three months ended March 31, 2025 were much lower than the current year mainly because the Company closed its acquisitions of Nussir and NSG in February 2026 and have yet begun to ramp up its expenditures on the two projects.
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.
- 17 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
During the year ended December 31, 2025, the Company raised over $120 million in equity financing and in the first three months of 2026, added another $1.3 million to its treasury. In May 2026, it closed a $156.2 million Offering, including a bought deal Prospectus Offering and a bought deal Private Placement Offering.
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 |
31-Mar-26 |
31-Dec-25 |
30-Sept-25 |
30-Jun-25 |
|
Loss and comprehensive loss |
$26,884,152 |
$12,969,224 |
$10,765,634 |
$6,333,739 |
|
Loss per share attributable to Blue Moon shareholders – basic and diluted |
0.72 |
0.36 |
0.18 |
0.12 |
|
Cash and cash equivalents |
40,449,601 |
92,811,289 |
28,068,467 |
13,815,796 |
|
Total assets |
292,890,306 |
254,098,193 |
183,275,390 |
162,991,490 |
|
As at and for the quarter ended |
31-Mar-25 |
31-Dec-24 |
30-Sep-24 |
30-Jun-24 |
|
Loss and comprehensive loss |
$1,328,403 |
$256,300 |
$71,732 |
$105,708 |
|
Loss per share attributable to Blue Moon shareholders – basic and diluted |
0.06 |
0.06 |
0.02 |
0.04 |
|
Cash and cash equivalents |
20,495,161 |
3,001,720 |
945,885 |
146,617 |
|
Total assets |
165,979,266 |
32,372,944 |
1,666,323 |
866,308 |
Historically, the Company’s primary source of funding has been 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 March 31, 2026 the Company closed the acquisition of Springer and Apex. US$18 million in cash was made to the seller of Springer to complete the acquisition.
During the three months ended December 31, 2025 the Company received gross proceeds of $86.5 million from its bought-deal public offering which included a $0.7 million follow-on equity investment by LNS. These funds are intended to support the continued advancement and development of the Blue Moon Project, ongoing exploration activities at Nussir and NSG and to provide working capital and general corporate funding.
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. At the Blue Moon Project, 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.
- 18 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
During the three months ended September 30, 2024, the Company completed a private placement for gross proceeds of $924,000. In prior periods, activities primarily involved baseline work in the Blue Moon Project to comply with permit and regulatory requirements.
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 March 31, |
2026 |
2025 |
|
|
$ |
$ |
|
Wages and salaries |
831,183 |
325,821 |
|
Consulting fees |
540,541 |
- |
|
Share-based payments |
1,058,700 |
245,391 |
|
MANAGEMENT COMPENSATION |
2,430,424 |
571,212 |
As at March 31, 2026, no amounts are due to related parties (March 31, 2025 - $nil) of the Company.
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 May 14, 2026 |
|
Common Shares |
104,656,492 |
|
Stock Options |
759,667 |
|
Deferred Share Units |
174,506 |
|
Restricted Share Units |
439,581 |
Contractual obligations AND CONTINGENCIES
The Company has capital commitments as described in Note 20 “Commitments” in the Company’s Consolidated Financial Statements.
As at March 31, 2026, the Company had total contractual obligations and capital commitments of $83.8 million on an undiscounted basis, comprising of the following:
- Capital commitments of $62.5 million, primarily related to ongoing development activities at the Nussir and Blue Moon Projects
- Lease obligations of $1.1 million, primarily related to the REAS industrial land, office and vehicles leases; and
- Debt obligations of $20.2 million related to the Company’s Bridge Loan facility.
These commitments are expected to be settled in the normal course of operations and will be funded through existing cash balances, as well as future financing activities.
In addition to the contractual commitments outlined above, some of the Company’s mineral properties are subject to royalties, including NSR royalties.
Blue Moon Project
The Blue Moon Project is subject to:
- a 0.5% NSR royalty payable to Boliden AB on certain patented claims (Tracts 1-3), with total payments capped at $500,000; and
- a 3.0% NSR royalty on specific claims payable to the James W. Gann, Jr. Trust, with total payments capped at $200,000
These royalties are payable upon the commencement of production from the applicable claims.
- 19 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
Nussir & Sulitjelma Projects
The Nussir Project is subject to a net smelter return (“NSR”) royalty of 0.75% payable to Finnmarkseiendommen, the state landowner in Finnmark, Norway. This comprises a statutory royalty and an additional 0.25% regional royalty applicable to projects in Finnmark. A similar statutory 0.50% NSR royalty applies to the Sulitjelma property.
Springer Property
The Springer property is subject to a 2.0% NSR royalty payable to the vendor on production from the property.
Apex Mine
The Apex mine and related mineral properties acquired by the Company, including the Apex property claims and additional Gage licenses, are subject to certain royalty arrangements. The Apex property claims are subject to (i) a 0.5% NSR royalty granted to Teck Resources Limited as part of the acquisition and (ii) an existing 3.0% NSR royalty on certain claims. The Gage licenses are subject to (i) a 2.0% NSR royalty on mineral production on claims not subject to SITLA leases, with an option for the Company to repurchase 1.0% of such royalty for a cash payment of US$2.0 million prior to commercial production, and (ii) a 4.0% royalty in respect of mineral production from claims subject to SITLA leases, and where the minerals are fissionable, the royalty increases to 8.0%.
Contingencies
As at March 31, 2026, the Company is not aware of any material environmental liabilities associated with its mining projects, including Blue Moon and Nussir, other than as described below.
The Company has recognized a provision related to reclamation obligations associated with aggregate extraction activities undertaken by a third party at the REAS industrial site. The provision reflects the Company’s obligation in connection with these activities and is measured based on extraction actvitiy during the year. A corresponding restricted cash balance has been established in connection with these obligations.
Management is not aware of any other material environmental or contingent liabilities that could have a significant impact on the finacial position or performance of the Company.
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, accounts payable and accrued liabilities, which 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 the BLM in California, and 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 to be 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.
- 20 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
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.
At March 31, 2026 the Company held interest-bearing cash, cash equivalents and restricted cash of $40,610,011 (December 31, 2025: $92,963,414). A 1% increase or decrease in interest rates, with all other variables held constant, would increase or decrease the Company’s net loss by approximately $406,100 (2025: $929,634). This is based on the Company’s interest-bearing balances at the reporting date. Restricted cash balances that do not earn interest have been excluded from this analysis.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian kroner.
The foreign currency translation differences recognized in other comprehensive income primarily relate to the translation of the Company’s foreign operations, including USD and NOK functional subsidiaries. The foreign exchange presented in the Company’s net loss primarily related to the revaluation of foreign currency denominated cash and cash equivalents held during the period, as well as the translation of the US$ denominated short-term bridge loan held in a NOK functional subsidiary.
Sensitivity analysis
The Company operates through subsidiaries in the United States and Norway and is exposed to foreign currency risk arising from fluctuations in exchange rates. The Company’s principal exposure relates to balances denominated in US dollar and Norwegian krone relative to the Canadian dollar.
The following table illustrates the estimated impact on loss and comprehensive loss before income taxes of a 10% change in the CAD exchange rate against the USD and NOK, based on the Company’s monetary financial instruments denominated in foreign currencies as at March 31, 2026.
|
Currency |
Change |
Effect on Pre-Tax Loss |
Change |
Effect on Pre-Tax Loss |
|
USD |
+10% |
$1,941,644 |
-10% |
$(1,941,644) |
|
NOK |
+10% |
$219,063 |
-10% |
$(219,063) |
|
EUR |
+10% |
$56,541 |
-10% |
$(56,461) |
Market price risk
- 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.
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 across, base metals, precious metals and critical metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
- 21 -
| Blue Moon Metals Inc. |
|
Management’s Discussion and Analysis |
| For the three months ended March 31, 2026 |
Forward-looking Statements
This Management Discussion and Analysis contains certain forward-looking statements concerning anticipated developments in the Corporation’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. Statements related to the Corporation’s plans and expectations related to production, development and expansion plans, the performance of the project, estimation of Mineral Reserves and Mineral Resources; the timing and amount of future production, the estimation of life of mine are all forward looking. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Corporation 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 are not limited to, statements regarding: the Corporation’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 Corporation to obtain the necessary funding and permits, 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.
The Corporation’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Corporation 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 the Corporation'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.
- 22 -
Exhibit 99.3
Form 52-109F2 – IPO/RTO
Certification of Interim Filings Following An Initial Public Offering, Reverse Takeover
Or Becoming A Non-Venture Issuer
I, Christian Kargl-Simard, Chief Executive Officer of Blue Moon Metals Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 14, 2026
/s/ “Christian Kargl-Simard”
Christian Kargl-Simard
Chief Executive Officer
| 1 |
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in
NI 52-109 in the first financial period following
• completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
• completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
• the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
| 2 |
Exhibit 99.4
Form 52-109F2 – IPO/RTO
Certification of Interim Filings Following An Initial Public Offering, Reverse Takeover
Or Becoming A Non-Venture Issuer
I, Frances Kwong, Chief Financial Officer of Blue Moon Metals Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 14, 2026
/s/ “Frances Kwong”
Frances Kwong
Chief Financial Officer
| 1 |
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in
NI 52-109 in the first financial period following
• completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
• completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
• the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
| 2 |
