STOCK TITAN

Gunnison Copper posts $27.5M nine-month 2026 profit

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Gunnison Copper Corp. reported US$79.850 million in revenue for the nine months ended September 30, 2026, versus US$3.545 million a year earlier, and net income of US$27.506 million versus a US$46.782 million loss. Revenue included copper sales and deferred mining and processing demonstration service revenue. Results included a US$15.191 million non-cash gain on the Nuton Stage 2 payable and a US$20.122 million non-cash loss on the copper stream derivative.

Johnson Camp Mine achieved commercial production in Q3 2026, producing 3,423,948 pounds of cathode; it sold 3,307,301 pounds at US$6.41 per pound. Nuton agreed to a revised Stage 2 plan adding approximately 3 million tons; Gunnison received Nuton’s US$8 million payment on October 15, 2026.

Cash was US$23.508 million and working capital was negative US$2,000 as of September 30, 2026; management expects sufficient capital for at least 12 months based on its forecast and Nuton funding. The Gunnison Project pre-feasibility study is expected to cost up to US$40.0 million and take approximately 24 months, and the company says additional financing is needed. A material weakness in review controls over complex estimates, including warrant valuations and inventory costing, remained unremediated.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 1 point

How the balance works

Positive

  • Moderate pointNine-month revenue was US$79.850 million, versus US$3.545 million in the corresponding 2025 period.
  • Moderate pointNine-month net income was US$27.506 million, versus a US$46.782 million loss in 2025.

Negative

  • Major pointMaterial weakness remained unremediated as of September 30, 2026.

Filing Explained

The June offering raised CAD$34.5 million, and the remaining Nebari principal was converted into shares, discharging that debt.

This Form 6-K furnishes interim information and records completed share issuances: 82.1 million shares in the June offering and 17,882,685 shares on conversion of the remaining Nebari principal; issuing shares increases the total count and reduces existing holders’ percentage ownership absent offsetting changes.

The June 3, 2026 offering was priced at CAD$0.42 per share; the company reported 515,053,821 common shares outstanding as of the date of the report.

Nine-month revenue US$79.850 million Nine months ended September 30, 2026; US$3.545 million in the corresponding 2025 period.
Nine-month net income US$27.506 million Nine months ended September 30, 2026; compared with a US$46.782 million net loss in the corresponding 2025 period.
Cash and cash equivalents US$23.508 million As of September 30, 2026.
Net cash used by operating activities US$57.528 million Nine months ended September 30, 2026.
Cathode produced 3,423,948 pounds Johnson Camp Mine, Q3 2026.
Average realized copper price US$6.41 per pound Q3 2026 cathode sales.
Pre-feasibility study work program cost Up to US$40.0 million Expected cost of the Gunnison Project work program.
Nuton mine-plan payment US$8 million Received October 15, 2026, under the revised Johnson Camp Mine plan agreement.
NI 43-101 Preliminary Economic Assessment technical
"NI 43-101 Preliminary Economic Assessment"
Measured and Indicated Mineral Resource technical
"Measured and Indicated Mineral Resource containing over 846.1 million tons"
Measured and indicated mineral resource combines two levels of geological confidence about how much of a mineral is present and its quality, based on sampling, mapping and testing. Think of it as a well-documented treasure map: it tells investors there is a reasonably reliable amount of potential material that could be turned into mineable product, which helps estimate future revenue and risk, though it is not the same as a guaranteed, economically proved reserve.
SX/EW technical
"SX/EW plant has an installed production capacity"
SX/EW stands for solvent extraction and electrowinning, a two-step chemical process used to extract and produce pure metals (commonly copper) from low-grade ores or mining leach solutions. Think of it like using a sponge to pull metal out of a liquid and then plating the metal onto sheets; it lets miners turn dilute material into saleable metal with lower energy and capital costs than traditional smelting. Investors watch SX/EW capacity because it affects production cost, output flexibility, and cash flow predictability for mining companies.
Monte Carlo simulation model financial
"fair value of the stream obligation was valued using a Monte Carlo simulation model"
Nuton Stage 2 payable financial
"revaluation of the Nuton Stage 2 payable"
material weakness financial
"identified a material weakness in the Company’s internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What revenue did GUNN report for the first nine months of 2026?

Revenue was US$79.850 million for the nine months ended September 30, 2026, compared with US$3.545 million in the corresponding 2025 period. Gunnison said revenue included copper sales and deferred mining and processing demonstration service revenue.

Did GUNN make a profit in the first nine months of 2026?

Gunnison reported net income of US$27.506 million for the nine months ended September 30, 2026, compared with a US$46.782 million net loss in the corresponding 2025 period. Income per share was US$0.06, versus a US$0.13 loss per share.

How much will GUNN’s Gunnison Project pre-feasibility study cost and how long will it take?

The pre-feasibility study work program is expected to cost up to US$40.0 million and take approximately 24 months. The final study is expected in the second half of 2028, and Gunnison says it will need to raise additional financing to complete the program.

What internal control weakness did GUNN report?

Gunnison reported a material weakness involving review controls for non-routine transactions and newly established processes, including inadequate formalized processes for complex estimates such as warrant valuations and inventory costing. It remained unremediated as of September 30, 2026; the remediation plan includes strengthened review procedures and documentation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November, 2026.

 

Commission File Number 001-43506

 

Gunnison Copper Corp.

(Translation of registrant’s name into English)

 

Concord Place

2999 N. 44th Street, Suite 300

Phoenix, Arizona 85018
(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 ☒

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

 

Indicate by check mark if the registrant is “submitting” the Form 6-K in paper as permitted by Regulation S-T “Rule” 101(b)(7) ☐

 

 

 

 

 

 

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.

 

Date November 12, 2026 Gunnison Copper Corp.
   
  By: /s/ Craig Hallworth
    Craig Hallworth
    President & Chief Executive Officer

 

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Exhibit Index

 

Exhibit   Description of Exhibit
99.1   Management’s Discussion and Analysis for the nine months ended September 30, 2026
99.2   Condensed Consolidated Interim Unaudited Financial Statements for the nine months ended September 30, 2026
99.3   Form 52-109F2 - Certification of Interim Filings of Chief Executive Officer dated November 12, 2026
99.4   Form 52-109F2 - Certification of Interim Filings of Chief Financial Officer dated November 12, 2026

 

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Exhibit 99.1

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

 

 

 

 

 
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

INTRODUCTION

 

This Management’s Discussion and Analysis (“MD&A”) relating to the results of operations and financial position of Gunnison Copper Corp. (formerly Excelsior Mining Corp.) and its subsidiaries (“Gunnison” or the “Company”) is prepared as of November 12, 2026. The MD&A supplements and complements Gunnison’s unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2026 (the “Consolidated Interim Financial Statements”) and Gunnison’s audited Consolidated Financial Statements for the year ended December 31, 2025 (the “Consolidated Financial Statements”). Comparison of the financial results in this MD&A is provided to the financial results for the three and nine months ended September 30, 2025 or the year ended December 31, 2025. Other relevant documents to be read with this MD&A include the most recent Annual Information Form (“AIF”). The AIF is not incorporated by reference but contains additional risk factor disclosures that are material to the understanding of the Company’s business and should be read in conjunction with this MD&A. These documents are available on the Company’s website at www.gunnisoncopper.com, on the SEDAR+ website at www.sedarplus.ca, and on the EDGAR website at www.sec.gov.

 

The Condensed Consolidated Interim Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”), including International Accounting Standard 34, Interim Financial Reporting. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements. The accounting policies applied in the condensed consolidated interim financial statements are consistent with those applied in the Company’s audited annual consolidated financial statements unless otherwise disclosed. All dollar amounts in this MD&A are expressed and presented in thousands of United States dollars (except per share amounts and unless otherwise noted). Canadian dollars are expressed as “CAD”.

 

Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from

 

Management’s expectations. Readers are encouraged to read the “Cautionary Statements” section presented later in this MD&A including the factors described in “Risk Factors” and “Forward-Looking Information”.

 

The Board of Directors of Gunnison Copper Corp. has approved the disclosures contained in this MD&A as of November 12, 2026.

 

OUR MISSION

 

To produce and reliably supply pure American copper from Southern Arizona to strengthen America’s industrial base and secure the critical supply chains that power our nation’s energy, defense, technology, and manufacturing sectors. We achieve this through safe, responsible operations, local investment, technological innovation, and long-term value creation for all stakeholders.

 

OUR VISION

 

To fuel America’s security and prosperity through a resilient domestic copper supply that powers innovation, industry, and future generations.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

OUR VALUES

 

People First - We put our people first. The health, safety, well-being, and development of our workforce are our highest priorities. We foster a culture of respect, accountability, opportunity, and care so that every employee can thrive at work and at home.

 

Innovate Boldly - We embrace innovative technology, continuous improvement, and creative problem-solving to advance responsible copper production and strengthen America’s critical supply chains.

 

Act Responsibly - We operate responsibly and sustainably, respecting the environment while conducting our business with integrity, accountability, and a commitment to long-term stewardship.

 

Strengthen Communities - We are proud members of the communities we serve. We invest locally, build trusted relationships, and strive to create lasting economic and social benefits for future generations.

 

Proudly American - We are proud to produce pure American copper that strengthens our nation’s security, prosperity, and industrial independence.

 

OUR BUSINESS

 

Gunnison was incorporated under the laws of the Province of British Columbia, Canada on June 9, 2005 and trades on the Toronto Stock Exchange denominated in CAD under the symbol “GCU” and in over-the-counter markets denominated in USD under the symbol “GCUMF”. On October 26, 2026, the Company also commenced trading on the New York Stock Exchange American (“NYSE American”) under the ticker symbol “GUNN”. Each ADR represents 30 common shares of the Company.

 

The address of the Company’s registered office is Suite 3500, 1113 Melville Street, Vancouver, BC, Canada V6E 3ES and exists for the sole purpose of raising capital in the Canadian market. The operating Company, which owns all operating assets, and employs all operational employees, is incorporated in the United States of America with its headquarters and executive team located in Phoenix, Arizona.

 

Gunnison is a multi-asset pure-play copper developer and producer that has the largest land position in the Cochise Mining District (the district), containing 12 known deposits within a 5 mile economic radius, in the Southern Arizona Copper Belt.

 

Its flagship asset, the Gunnison Copper Project (“Gunnison Project”), has a main pit Measured and Indicated Mineral Resource containing over 846.1 million tons with a total copper grade of 0.33% (Measured Mineral Resource of 191.5 million tons at 0.37% and Indicated Mineral Resource of 654.5 million tons at 0.31%). The Strong & Harris satellite deposit, located approximately 1.9 miles from the Gunnison processing facilities, is also included in the mine plan and hosts an Inferred Mineral Resource of 76.1 million tons grading 0.49% total copper (0.32% CuOx) at a 0.07% cutoff, 0.56% zinc and 0.12 oz/ton silver, containing approximately 740 million pounds of copper, including 483 million pounds of oxide copper, as well as zinc (856 million pounds) and silver (9.0 million ounces). A preliminary economic assessment (“PEA”) was completed in March 2026 for the Gunnison Project yielding robust economics including an NPV8% of $2 billion, IRR of 23%, and payback period of 3.9 years. It is being developed as a conventional operation with open pit mining, heap leach, and SX/EW refinery to produce finished copper cathode on-site with direct rail link. The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

The Gunnison Project was previously configured to use In-Situ Leaching but the approach was changed to open pit in December 2024 to maximize the value of the Gunnison Project. The Gunnison Project continues to be fully permitted for mining under the in-situ permits and the Company remains in compliance with all permits. Commencement of mining using an open pit requires permit amendments.

 

In addition, Gunnison’s Johnson Camp Mine (“JCM”), which restarted its operations, with first copper production in 2025, is fully funded by Nuton LLC (“Nuton”), a Rio Tinto Venture, with a production capacity of up to 25 million lbs of finished copper cathode annually for the purpose of demonstrating their proprietary sulfide leaching technology. As a result, the mine plan for Stage 2 is currently designed to strip waste to access and prioritize the accelerated mining of primary sulfide material, which will be used to demonstrate the technology, which may result in higher mining costs versus a fully optimized mine plan that prioritized total profit. Similarly, processing costs are expected to be initially higher as the site goes through a rigorous optimization and refinement program related to introducing the new technology.

 

In addition to Strong & Harris. nine other deposits controlled by Gunnison in the district have future potential to be economic satellite feeder deposits for Gunnison Project infrastructure.

 

HIGHLIGHTS

 

Gunnison continues to build on the momentum after the December 2024 relaunch of the Company, change in strategy to open pit at its flagship asset and 2025 restart of the Johnson Camp mine with the following highlights for the 2026 year to date:

 

●On January 15, 2026, the Company announced that Rio Tinto and Amazon Web Services (“AWS”) entered into a collaboration under which AWS will purchase copper produced by Gunnison using the Nuton technology for use in components of its U.S. data centers, while also providing cloud-based data and analytics support to accelerate the optimization of bioleaching at the Johnson Camp Mine.

 

●On January 22, 2026, the Company fully settled all outstanding principal and interest owed to Nebari Natural Resources Credit Fund I LP (“Nebari”), marking a significant milestone in the Company’s transformation of its balance sheet. In total, Gunnison has reduced the principal amount of the Nebari debt from $15.0 million to zero, achieving its stated objective of removing legacy secured debt and materially strengthening the Company’s financial position. This achievement is consistent with Gunnison’s broader strategy to maintain an equity-based capital structure until the construction of its flagship Gunnison Project. The debt was finally eliminated when the Company received additional conversion notices from Nebari pursuant to the terms of the Second Amended and Restated Credit Agreement. The final conversions totaled $4.75 million at a conversion price of $0.2097 per share, resulting in the issuance of 22,651,407 common shares.

 

●On February 18, 2026, Greenstone Resources II LP and its affiliates (the “Greenstone Group”), Gunnison’s largest shareholder, announced that it completed closing of the sale of 113,607,200 common shares of Gunnison, as part of the orderly wind-down of the Greenstone fund. The shares were sold at a price of C$0.45 per share. On April 21, 2026, the Greenstone Group announced the sale of its remaining 29,601,737 common shares of Gunnison at a price of C$0.40 per share. Following the sale, the Greenstone Group no longer holds any common shares of Gunnison. The share sales by the Greenstone Group resulted in many new institutional investors being added to the Company’s shareholder base.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

●On March 31, 2026, the Company announced the results of an updated PEA on its 100%-owned Gunnison Copper Project in the Cochise Mining District, Arizona, United States. At a consensus copper price of $4.60 per pound, the Project now delivers an after-tax net present value 8% of $2 billion, a 23% IRR, and a 3.9 year payback, positioning Gunnison as a compelling copper development project in the United States. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized.

 

●On April 16, 2026, the Company joined the U.S. Department of War-sponsored Defense Industrial Base Consortium (DIBC), providing the Company access to potential non-dilutive funding, strategic partnerships, and programs to accelerate domestic project development.

 

●On April 29, 2026, Rio Tinto’s Nuton was recognized by TIME as one of the 10 Most Influential Sustainability Companies of 2026, highlighting its proprietary bioleaching technology that enables significantly higher copper recoveries with lower water use and carbon emissions. Gunnison Copper remains the first company globally to deploy Nuton’s technology at commercial scale through production at the Johnson Camp Mine.

 

●On May 5, 2026, the Company entered into a buyback option agreement with Altius Royalty Corporation and Triple Flag entities, providing the Company with the right to reduce certain existing royalties and terminate an expansion-related stream option at its Gunnison Copper Project in Arizona. The agreement grants Gunnison the option to reduce the 3.0% Triple Flag gross revenue royalty to 2.0%, and to reduce the Altius gross revenue royalty by 0.5%, as well as to terminate Triple Flag’s expansion option. The Parties intend that the foregoing options be exercisable only as a single, indivisible package and only in connection with a qualifying change of control transaction announced on or before March 31, 2028. The total consideration payable upon exercise is $65 million.

 

●On May 11, 2026 the Company announced executive leadership and technical team changes to support advancement of the Gunnison Copper Project, including delivery of a Pre-Feasibility Study and permit amendments. Effective May 15, 2026, Craig Hallworth was appointed President and Chief Executive Officer, succeeding Dr. Stephen Twyerould, who will remain on the Board of Directors. The Company also announced a series of executive appointments and promotions to strengthen the Company’s leadership team for its next phase of growth and development.

 

●On May 27, 2026, the Company was approved to participate in the Arizona Commerce Authority’s Qualified Facility Tax Credit (QFTC) Program, establishing a strategic partnership with the State of Arizona to support the development and expansion of its operations in Cochise County. This partnership provides performance- based, refundable tax credits tied to capital investment and creation of new full-time employment.

 

●On June 3, 2026, the Company closed an oversubscribed bought deal public offering, issuing 82.1 million common shares, including the full exercise of the underwriters’ over-allotment option, at a price of CAD$0.42 per common share for gross proceeds of approximately CAD$34.5 million (the “June 2026 Offering”). The net proceeds will be used to advance the Gunnison Copper Project and to provide additional working capital and general corporate funding.

 

●On June 4, 2026, the Company launched a major district-wide drilling program at its Gunnison Copper Project and the Strong & Harris satellite deposit. The fully contracted program comprises up to 120 drill holes totaling approximately 138,000 feet (42,000 metres) and is intended to support the ongoing pre-feasibility study (“PFS”), including resource expansion, metallurgical optimization, and resource conversion activities. The program is expected to include metallurgical drilling to support engineering studies, mine planning and permitting initiatives, as well as resource drilling aimed at expanding and upgrading the existing mineral resource base. The direct cost of the drilling and associated laboratory testing is estimated at approximately $15.0 million (excluding employee payroll), with drilling expected to progress through 2026. This program represents a key milestone in advancing the Gunnison Project toward completion of the PFS and supports the Company’s objective of enhancing the long-term development potential of its district-scale copper assets.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

●On June 26, 2026, the Company appointed Bjorn Meyer as Chief Operating Officer, further strengthening its operational leadership team. Mr. Meyer will lead the Company’s operating activities, including the Johnson Camp Mine, and support the continued advancement of the Gunnison Copper Project. The appointment reflects the Company’s focus on enhancing operational execution as it progresses production growth and advances development activities across its Arizona copper assets.

 

●On July 7, 2026, the Company completed the cash settlement of its outstanding convertible debentures with Greenstone, eliminating $5.3 million in convertible debt and accrued interest from its balance sheet. The transaction prevented the issuance of approximately 28.9 million common shares, substantially reducing potential shareholder dilution, removing a significant capital markets overhang, and strengthening the Company’s capital structure. Together with June 2026 completed equity financing, the transaction improves the Company’s financial flexibility as it continues to advance the Gunnison Copper Project.

 

●On August 17, 2026, the Company provided an update on its previously announced 2026 district-wide drill program, which is designed to support metallurgical optimization, resource expansion and resource conversion across the Gunnison Copper Project in Arizona.

 

●On September 16, 2026, the Company announced that it has reached an agreement with Nuton, to revise the Stage 2 mine plan at the Johnson Camp Mine, adding approximately 3 million tons of mineralized material to the mine plan. Under the revised mine plan, the additional tons of mineralized material are expected to be mined within the planned demonstration period between 2027 and 2029. Related to the mining activities, Nuton has agreed to make a US$8 million payment to Gunnison, which was received on October 15, 2026.

 

●On September 17, 2026, the Company announced that it has submitted an application to amend the Mined Land Reclamation Plan (“MLRP”) for its flagship open-pit Gunnison Project in Cochise County, Arizona. The Company expects the MLRP permit amendment to be approved before the end of 2026, following the applicable review process.

 

●On September 22, 2026, the Company announced that its Johnson Camp Mine achieved commercial production in September 2026, following record monthly copper production in August and continued production above the required operating threshold through the first half of September. The sustained operating performance achieved during September supports the Company’s determination that Johnson Camp has reached commercial production.

 

●On September 23, 2026, the President and CEO Craig Hallworth and People First Leader Alex Bovell met with the Honorable Katie Hobbs, Governor of Arizona, in recognition of the Company’s partnership with the State of Arizona and its approval under the Arizona Commerce Authority’s (“ACA”) QFTC Program. The meeting follows Gunnison’s May 2026 announcement that its Arizona operations had been approved under the QFTC Program, providing the Company with access to non-dilutive, refundable state income tax credits tied to qualifying capital investment and job creation.

 

●On September 28, 2026, the Company announced the appointment of Jennifer Hays as Chief Financial Officer (“CFO”), effective October 12, 2026.

 

●On September 30, 2026, a subsidiary of Triple Flag Precious Metals Corp. (“Triple Flag”) converted the remaining US$1.5 million principal amount outstanding under its convertible debenture at the applicable conversion price of US$0.19 per share, resulting in the issuance of 7,894,736 Common Shares of the Company. Triple Flag has also converted US$545,753 of accrued interest into 1,641,193 common shares, based on the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five trading days immediately preceding September 30, 2026, converted into U.S. dollars in accordance with the terms of the debenture.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

●On October 1, 2026, the Company appointed Andre Lauzon, former Chief Operating Officer of Hudbay Minerals Inc., to the Company’s Board of Directors. Mr. Lauzon is a senior mining executive with more than 30 years of experience spanning mine development and construction, project optimization, operations, technical services, permitting, capital allocation and executive management. His extensive experience advancing and optimizing large-scale copper projects is particularly relevant as Gunnison advances its flagship Gunnison Copper Project through its next stages of engineering, optimization, permitting and development.

 

●On October 20, 2026, the Company welcomed U.S. Secretary of the Interior Doug Burgum and U.S. Congressman Juan Ciscomani to its producing Johnson Camp Mine in Cochise County, Arizona. The visit highlighted Gunnison’s current copper production, the growth opportunity at its flagship Gunnison Copper Project, and the role of American workers in strengthening domestic supply chains for defense, technology and manufacturing. Federal, state and local leaders, community partners and Gunnison employees gathered to dedicate Gunnison Copper Patriots Plaza, a name selected by employees. Joining Secretary Burgum and Congressman Ciscomani were Arizona State Legislators David Gowan and Lupe Diaz; county leaders Frank Antenori and Kathleen Gomez; local mayors Clea McCaa, Joe Konrad and Greg Hancock; and community leaders George Scott and Melany Edwards-Barton. The visit also included a production blast and discussions on advancing the Gunnison Copper Project.

 

●On October 26, 2026, the Company announced that its ADRs have commenced trading today on the NYSE American under the ticker symbol “GUNN”, marking a significant milestone in the Company’s growth and capital markets development. The NYSE American listing opens a new chapter for Gunnison, expanding access to U.S. institutional and retail investors at a time when American-made copper has become increasingly important to national security, defense readiness, Super Intelligence, advanced manufacturing and the nation’s industrial future.

 

●On October 28, 2026, the Company announced its intent to award equity to 115 eligible permanent employees across its workforce to mark its October 26, 2026, debut on NYSE American under the ticker “GUNN”, giving the people helping produce American copper a personal stake in the Company’s future. The initiative, unveiled during a recent Company Town Hall at its Johnson Camp Mine, reinforces Gunnison’s core value of People First and reflects its commitment to giving employees a meaningful stake in the Company’s future.

 

2026 OUTLOOK

 

Gunnison Copper Project Pre-Feasibility Study (PFS) & Permit Amendments

 

In Q3 2026, Gunnison continued work required for the PFS for the Gunnison Copper Project including continued metallurgical test program work and core drilling activities supporting metallurgical testing and resource upgrades. The PFS objectives include converting the mineral resources in the mine plan to the Measured and Indicated level and into mineral reserves, significant efforts and budget towards resource expansion, particularly at the Strong and Harris satellite deposit, evaluation of mining and processing optimizations, and advancements in the detail level of mine and plant engineering. The work program includes infill and extensional resource drilling, geotechnical drilling, metallurgical testing, hydrological work, engineering, and other studies and work including exploration geophysics and drilling. The total PFS work program is expected to cost up to $40.0 million and take approximately 24 months to complete (see “Liquidity” and “Capital Resources” below for a summary of the funding required by, and available to, Gunnison). Results of the work program will be published as realized during the work program and the final PFS 43-101 study is expected to be published by the second half of 2028. In order to complete the PFS work program the Company will need to raise additional financing.

 

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GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

The Gunnison Project is currently permitted for in-situ leaching, which is the approach previously pursued. Concurrently with the PFS work program, Gunnison has filed or intends to file permit amendments with Arizona Department of Environmental Quality and the Arizona State Mine Inspector with respect to the existing Air, Aquifer Protection, and Mine Land Plan of Reclamation permits. These amendments will permit the open pit approach. In addition, a new state approval is required from the Arizona Department of Transportation to realign a section of the Interstate 10 highway. The permit amendments and highway realignment approval are expected to cost up to $5.0 million and take approximately 4 to 20 months to receive depending on the permit. The Company is targeting to receive all permit amendments by the second half of 2028.

 

Johnson Camp Mine Production

 

First production of copper cathode from the Run of Mine Oxide (“ROM”) circuit at the JCM was achieved in August 2025. In addition, the first copper cathode produced using Rio Tinto’s Nuton® Technology was successfully achieved in December 2025, marking a key milestone in the industrial-scale deployment of its proprietary bioleaching technology.

 

The Johnson Camp Mine SX/EW plant has an installed production capacity of 25 million lbs of finished copper cathode per year, with production being sold into the United States Super Intelligence and Defense sectors. Notably, the first Nuton copper produced at JCM has been supplied into the U.S. supply chain, with AWS announced as the first customer, utilizing this low-carbon copper in its data centre infrastructure. Commercial production was achieved in September 2026, and the Company expects to reach the nameplate rate of production by year-end.

 

The construction and restart of the Johnson Camp Mine is fully funded by Nuton for the purpose of demonstrating their proprietary sulfide leaching technology. As a result, the mine plan for Stage 2 is currently designed to strip waste to access and prioritize the accelerated mining of primary sulfide material, which will be used to demonstrate the technology, which may result in higher mining costs versus a fully optimized mine plan that prioritized total profit. Similarly, processing costs are expected to be initially higher as the site goes through a rigorous optimization and refinement program related to introducing the new technology. Please see Q3 2026 Production and Capital summary below for further details on JCM operations and ramp up.

 

48C Tax Credits Monetization

 

The $13.9 million allocation of tax credits was granted to the Gunnison-Nuton Tax Partnership in January 2025 under the Qualifying Advanced Energy Project Credit Program of the Inflation Reduction Act. Under the United States Inflation Reduction Act, a qualifying advanced energy project credit can either be monetized through its sale for cash or by using it to offset income tax liabilities. On September 16, 2026 the Company announced it has elected not to proceed with claiming the Department of Energy 48C Tax Credits as conditionally awarded to the Company in January 10, 2025 as part of the 48C selection process. Gunnison will continue to evaluate U.S. Federal tax incentive opportunities to maximize value and support the long-term interests of the Company.

 

This section contains forward-looking information. Please refer to “Forward-Looking Information” for details on the risks and assumptions associated with such forward-looking information.

 

GUNNISON COPPER PROJECT

 

PROJECT DESCRIPTION

 

The Gunnison Project is located about 62 miles east of Tucson, Arizona on the southeastern flank of the Little Dragoon Mountains in the Cochise Mining District. The property is within the copper porphyry belt of Arizona. It hosts a deposit that contains copper oxide and sulfide mineralization with associated molybdenum in potentially economic concentrations. Oxidized, mineralized bedrock lies 300 to 800 feet beneath the alluvial basin.

 

8
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

PEA HIGHLIGHTS NI 43-101 Preliminary Economic Assessment

 

The results of an updated NI 43-101 PEA were released on March 31, 2026. The PEA supersedes the previous preliminary economic assessment on the Gunnison Project released in December 2024 (the “2024 PEA”) in all respects.

 

Key Changes Versus the 2024 PEA

 

Key changes versus the 2024 PEA include various price deck changes beyond the control of management, such as the change in long-term copper price and various operating and capital cost escalation from 2024 to 2026 (“Price Deck”), as well as non-price deck changes, including improvements such as mining the high-grade Strong & Harris satellite deposit (“Non-Price Deck”). The 2026 PEA NPV 8% of $2 billion is an increase of $700 million (+54%) from the 2024 PEA NPV8% of $1.3 billion. The increase is comprised of Price Deck changes of $117 million, 17% of the increase, and Non-Price Deck changes of $583 million, the remaining 83% of the increase.

 

Net Present Value at 8.00% discount rate is the selected metric to explain the changes since the 2024 PEA as this metric best captures the total economic return to the Company of the Gunnison Project.

 

Highlights:

 

●Open pit, heap leach, SX/EW operation producing 99.999% pure copper cathode intended to supply United States energy, data center, manufacturing, and defense supply chains

 

●Straightforward mine plan consists primarily of oxide copper mineralized material with a life of mine material placed on the leach pad of 541 million tons at 0.43% total copper grade, including 25 million tons at 0.85% total copper grade from the Strong & Harris satellite deposit

 

●Primary crushing on all material, and secondary crushing on some material to improve copper recoveries

 

●Average annual copper cathode production of 174 million pounds (“lbs.”) (87 thousand tons) for the first 15 years; enough to potentially supply over 10% of the current United States domestic refined copper metal production from mineralized material 1. Total copper produced 3.2 billion lbs. over a 21 year mine life

 

●Cash costs of $1.70, Sustaining Cash Costs of $2.00, and All-In Sustaining Cash Costs of $2.05 per pound of copper produced are in the lower half of the cost curve for copper mines globally

 

●Robust project economics in a variety of copper price environments, including $4.60/lb. base case:

 

Copper Price Assumptions  Units  $4.60/lb. PEA Price   $6.00/lb. Cu SPOT 
Net Present value @ 8% (after tax)  $M   1,959    3,500 
Internal rate of return (after tax)  %   23%   34%
Payback period  # years   3.9    2.5 
Avg annual free cashflow (Y1-Y15)  $M   366    546 

 

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

 

Notes:

 

(1)Based on USGS reported 2025 primary refined copper production.

 

9
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

PEA PHYSICALS

 

Total life of mine production for the Gunnison deposit is projected at approximately 3.2 billion pounds of copper over 21 years. There are 846 million short tons of measured and indicated oxide, transitional, and sulfide mineral resources at an average grade of 0.33% TCu (measured mineral resource of 191.5 million tons at 0.37% TCu and indicated mineral resource of 654.5 million tons at 0.31% TCu) and inferred oxide, transitional, and sulfide mineral resources of 94.0 million short tons at an average grade of 0.21% TCu; using an internal cut-off grade of 0.05% TCu for oxide and transition, and 0.1% TCu for sulfide. At Strong & Harris deposit there are inferred oxide, transitional, and sulfide mineral resources of 69 million short tons at an average grade of 0.52% TCu; using an internal cut-off grade of 0.07% TCu within optimized pit shells. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

 

The tonnage of material in the Gunnison conceptual mine plan placed under leach for the PEA is 541 million tons having an average grade of 0.43% TCu, including 25 million tons at 0.85% total copper grade from the Strong & Harris satellite deposit. The anticipated heap leach copper recovery is estimated to be 68.0%.

 

PEA OPERATING AND CAPITAL COSTS

 

The average direct, life-of-mine operating cost is estimated to be $8.43 per ton of mineralized material mined, which is equivalent to $1.70/lb Cu cathode produced. The average all-in sustaining cost is $10.20 per ton of mineralized material mined which is equivalent to $2.05/lb Cu, positioning the project in the lower quartile of the global cost curve. The estimated initial capital cost is $1,555.6 million, including capitalized pre-production costs and acid plant construction. Expansion capital costs are estimated to be $681.7 million, and sustaining capital costs are estimated to be $587.0 million. The Sustaining Cash Cost is $2.00/lb Cu. The total undiscounted cost for reclamation and closure is estimated to be $93.0 million and averages $0.03 per pound of copper recovered.

 

UNIVERSITY OF ARIZONA ECONOMIC IMPACT STUDY HIGHLIGHTS

 

The University of Arizona Eller College of Management is a comprehensive business school with a global reputation for innovative research, rigorous curriculum, a distinguished faculty, excellence in entrepreneurship and social responsibility. The study employed nationally accepted economic modeling tools to assess the cumulative potential impact of the Company’s flagship Gunnison Project’s operations across the national, state, and county levels.

 

All amounts from the study represent the forecasted economic impact of the Gunnison Project in the State of Arizona and nationally in the USA. They do not represent an economic analysis of the Gunnison Project itself and actual economic impact will be determined after the Gunnison Project is developed into an operating mine, which remains subject to completion of a feasibility study, financing and permitting.

 

The key findings from the analysis are as follows:

 

●National-level outcomes indicate a total present value (NPV) output of $21.9 billion, supporting over 112,744 job-years and generating $2.7 billion in labor income.

 

●Arizona state-level impacts show $15.22 billion in output, 73,710 job-years, and $1.73 billion in labor income.

 

●Cochise County and Congressional District 6 indicate a total present value (NPV) output of $12.99 billion, supporting over 32,482 job-years, and generating $855 million in labor income

 

10
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

JOHNSON CAMP MINE

 

The Johnson Camp Mine is located about 65 miles east of Tucson, Arizona, on the southeastern flank of the Little Dragoon Mountains in the Cochise Mining District. The property is within the copper porphyry belt of Arizona. The Johnson Camp Mine contains two open pit mines, the Burro pit and the Copper Chief pit, that contain copper oxide, transition, and sulfide mineralization with associated molybdenum (not recovered by heap leaching), in potentially economic concentrations. Mining by a former owner, Nord Resources Corporation (Nord), ceased in 2012. The mine plan includes mining of oxide, transition material and sulfide to produce copper cathode based on an SX/EW plant capacity of up to 25 million pounds per annum. Heap leaching of sulfide copper will use Nuton’s proprietary technology.

 

NUTON OPTION AGREEMENT

 

Overview

 

Nuton and Gunnison entered into an option agreement on July 31, 2023, as amended (the “Nuton Option Agreement”) that provides for a two stage option agreement for the development and restart of Johnson Camp Mine for the purpose of demonstrating Nuton sulfide leach technology at an industrial scale.

 

Stage 1

 

The Stage 1 work program began in August 2023 including mineralogy, predictive modelling, engineering and other test work to determine the suitability of JCM mineralized material for the technology. Further work included infill drilling, detailed engineering, permitting activities, and project execution planning for the restart of JCM. Total Stage 1 costs incurred were $4,055. On May 15, 2024, Nuton elected to proceed with Stage 2, the construction of the leach pad and restart of JCM and technology demonstration.

 

Stage 2

 

The Stage 2 work program began in July 2024 and included a non-refundable cash payment of $5 million to Gunnison for the use of existing JCM infrastructure during Stage 2. Nuton is responsible for funding all of Gunnison’s costs associated with Stage 2. The full Stage 2 work program, inclusive of production, is expected to operate until May 2030, and, if successful, will demonstrate key elements of the Nuton Technologies on an industrial scale.

 

The Stage 2 work program is proceeding based on milestones related to engineering and mobilization, infrastructure and construction, mining, leaching, copper production and post-leach rinsing. The completion of all milestones would result in full-scale commercial production of Nuton copper over several years at Johnson Camp. Revenue from operations will first be used to pay back Stage 2 costs to Nuton and will then be credited to Gunnison’s account after fulfillment of Gunnison’s applicable royalty and stream obligations.

 

Effective September 30, 2025 the Company and Nuton signed an amendment to the Nuton Option Agreement which changed the timing of Stage 2 Work Program funding from a gross to net basis.

 

Nuton funds 100% of the agreed direct and indirect costs for the Stage 2 Work Program (subject to their election to continue the program), and the Company holds and uses 100% of the copper revenue generated (subject only to payments by the Company owing under any existing third party royalty or streaming obligations (Note 11)) to reduce the agreed upon expenditures on a quarterly basis. In the event expenditures are less than the net copper revenues, the Company is required to repay those amounts on a quarterly basis, two quarters in arrears. The assumptions used in the measurement of the liability continue to be the Johnson Camp Mine production profile for Stage 2, expected operating costs, future copper prices and the discount rate.

 

11
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

After the completion of Stage 2, Nuton will have the right to form a joint venture on JCM on mutually agreeable terms, (provided that the final terms of the joint venture agreement have not been settled), whereby Nuton will hold an initial 49% and Gunnison an initial 51% interest. Should Nuton not exercise its joint venture rights, Nuton and Gunnison will discuss in good faith Gunnison’s continued use of the Nuton Technologies at the Johnson Camp mine subject to certain licensing terms and conditions.

 

On September 16, 2026, the Company announced that it has reached an agreement with Nuton, to revise and optimize the Stage 2 mine plan at the Johnson Camp Mine, adding approximately 3 million tons of mineralized material to the mine plan and further enhancing the value of the project. Under the revised mine plan, the additional tons of mineralized material are expected to be mined within the planned demonstration period between 2027 and 2029, enhancing project value while maintaining the existing Stage 2 schedule. Related to the mining activities, Nuton has agreed to make a US$8 million payment to Gunnison, which was received on October 15, 2026.

 

MINE OPERATIONS

 

Production of finished copper cathode commenced in August 2025 from the ROM circuit and in December 2025 from the Nuton circuit. The priority for 2026 continues to be sustaining commercial production achieved in Q3, 2026 and ramping up to full nameplate capacity levels of the SX/EW plant. Commercial production considers average actual metrics including, but not limited to: (i) throughput levels reaching approximately 60% or more of design capacity, (ii) product quality consistent with design specifications, and (iii) the ability to operate in a continuous and reliable manner over a sustained period. Management assesses the operation’s ability to sustain production over a period of approximately one to three months, depending on the complexity related to the stability of continuous operation. Gunnison is using a contract miner for mine activities related to mining and crushing. Gunnison employees perform mine planning and supervision, agglomerating, placement of material on the leach pads, heap leach management, SX-EW operation, and general site management. Q3 2026 operations are discussed below.

 

The Company’s decision to construct and move into production at JCM was based on the funding being provided by Nuton. The Company did not base this production decision on any feasibility study of Mineral Reserves demonstrating economic and technical viability of the mines at JCM. As a result, there may be increased uncertainty and risks of achieving any level of recovery of minerals from the mines at JCM or the costs of such recovery. As JCM does not have established Mineral Reserves, the Company faces higher risks that anticipated rates of production and production costs will not be achieved, each of which risks could have a material adverse impact on the Company’s ability to continue to generate anticipated revenues and cash flows to fund operations from JCM and ultimately the profitability of the operation.

 

12
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

Q3 2026 PRODUCTION AND CAPITAL EXPENDITURE SUMMARY

 

Unit Costs     Q1 2025   Q2 2025   Q3 2025   Q4 2025   2025 Total   Q1 2026   Q2 2026   Q3 2026 
Mining - Gross of Deferred Stripping  $/ton mined   2.63    4.57    4.24    4.01    3.99    4.30    4.71    4.93 
Mining - Net of Deferred Stripping  $/ton mined   0.27    1.89    1.57    1.95    1.58    1.89    4.50    4.93 
Leaching  $/ton stacked   -    -    0.68    5.01    3.21    4.22    8.40    8.17 
SX/EW  $/lb Cu   -    -    1.20    1.04    1.09    0.72    0.76    0.56 

 

Mining     Q1 2025   Q2 2025   Q3 2025   Q4 2025   2025 Total   Q1 2026   Q2 2026   Q3 2026 
Ore Mined  Short Tons   89,330    600,383    588,586    907,861    2,186,160    655,510    1,392,559    1,948,056 
Grade - Cu  %   0.168%   0.229%   0.362%   0.408%   0.336%   0.322%   0.485%   0.546%
Contained - Cu  Short Tons   150    1,375    2,131    3,704    7,360    2,111    6,756    10,641 
Waste Mined  Short Tons   1,664,256    1,973,117    2,832,914    3,446,187    9,916,474    2,866,255    1,765,738    604,042 
Total Material Mined  Short Tons   1,753,586    2,573,500    3,421,500    4,354,048    12,102,634    3,521,764    3,158,297    2,552,098 
Strip Ratio  Waste:Ore   18.6    3.3    4.8    3.8    4.5    4.4    1.3    0.3 

 

Processing     Q1 2025   Q2 2025   Q3 2025   Q4 2025   2025 Total   Q1 2026   Q2 2026   Q3 2026 
Ore Stacked  Short Tons   -    248,072    448,158    685,479    1,381,709    609,242    725,404    1,009,861 
Grade - Cu  %   -    0.296%   0.340%   0.357%   0.350%   0.356%   0.558%   0.617%
Contained - Cu  Short Tons   -    733    1,524    2,447    4,704    2,169    4,051    6,227 
Copper in PLS Solution  lbs   -    -    448,193    856,459    1,304,652    1,514,325    1,766,277    3,662,651 
Acid Consumption  Short Tons   -    -    4,795    6,598    11,393    9,152    11,837    22,493 
Cathode Produced  lbs   -    -    432,711    977,426    1,410,137    2,106,583    2,006,315    3,423,948 

 

Sales     Q1 2025   Q2 2025   Q3 2025   Q4 2025   2025 Total   Q1 2026   Q2 2026   Q3 2026 
Cathode Sold  lbs   90,087    -    360,469    766,931    1,127,487    1,896,420    2,263,839    3,307,301 
Average Realized Price  $/lb   4.51    -    4.56    5.05    4.86    5.69    6.07    6.41 
Gross Revenue  US$’000s   406    -    1,644    3,873    5,923    10,796    13,733    21,295 

 

Abbreviations: Cu = total copper; AsCu = acid-soluble copper; CuCN = cyanide-soluble copper; CuSU = sulfuric-acid-soluble copper.

 

For the three and nine months ended September 30, 2026, mine production and ramp-up continued. During Q3 2026, operational challenges with reagent additive systems delayed the ramp-up of one processing circuit. The Company resolved these issues during the quarter and adjusted stacking and stockpile sequencing to support copper cathode production and sales. The Company completed stacking equipment modifications in September and achieved commercial production during Q3 2026. Mining unit costs increased to $4.93 per ton mined from $4.71 in Q2 2026, as total material mined decreased to 2.55 million tons from 3.16 million tons, spreading mining costs over fewer tons. Although ore mined increased to 1.95 million tons from 1.39 million tons, waste mined decreased to 0.60 million tons from 1.77 million tons. Leaching unit costs decreased to $8.17 per ton stacked from $8.40, as ore stacked increased to 1.01 million tons from 0.73 million tons, improving fixed cost absorption despite higher acid consumption. SXEW unit costs decreased to $0.56 per pound of copper produced from $0.76, as copper cathode production increased to 3.42 million pounds from 2.01 million pounds, spreading fixed processing costs over higher production volumes.

 

13
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

Project & Sustaining Capital Expenditure

 

US$’000s  2024   2025   Q1 2026   Q2 2026   Q3 2026   Total 
Leach Pad  $15,019   $31,502   $802   $106   $16   $47,444 
Equipment & SX/EW   6,551    27,082    2,330    68    145    36,176 
General Construction   52    26,939    1,585    729    415    29,720 
EPCM   2,227    8,681    746    24    -    11,678 
Commissioning & Misc.   205    185    68    -    -    458 
Subtotal   24,054    94,389    5,531    927    576    125,476 
Capitalized Carrying Costs   6,201    18,294    -    -    -    24,495 
Total  $30,255   $112,683   $5,531   $927   $576   $149,971 

 

Excludes costs associated with deferred stripping

 

Capital expenditures for the project were materially complete in 2025 with some carryover of Nuton process equipment expenditures into the three and nine months ended September 30, 2026.

 

SELECTED QUARTERLY INFORMATION

 

The following table summarizes selected financial information for the Company for each of the past eight quarters ending September 30, 2026:

 

   Sep 30, 2026   Jun 30, 2026   Mar 31, 2026   Dec 31, 2025 
Revenue  $36,134   $23,612   $20,104   $7,348 
Costs of production   (12,343)   (7,380)   (8,717)   (1,912)
Income (Loss) from mine operations   23,791    16,232    11,387    5,436 
Net income (loss) for the period  $12,739   $13,101   $1,666   $(9,643)
Gain (loss) on derivative at fair value   (6,133)   (12,648)   (1,341)   3,363 
Income (loss) per share (basic and diluted)   0.03    0.03    0.00    (0.03)

 

   Sep 30, 2025   Jun 30, 2025   Mar 31, 2025   Dec 31, 2024 
Revenue  $2,862    124    559    116 
Costs of production   (8,448)   276    (1,326)   - 
Income (Loss) from mine operations   (5,586)   400    (767)   116 
Net income (loss) for the period  $(22,899)  $(2,946)  $(22,433)  $49,704 
Gain (loss) on derivative at fair value   (7,135)   1,254    (18,651)   90,671 
Income (loss) per share (basic and diluted)   (0.06)   (0.01)   (0.07)   0.18 

 

The Company’s quarterly results reflect the restart and ramp-up of JCM, with first copper production in 2025 and commercial production achieved in Q3 2026. Revenue increased to $36,134 in Q3 2026 from $23,612 in Q2 2026, while income from mine operations increased to $23,791 from $16,232 as copper sales volumes and realized prices increased. Net income totaled $12,739, compared with $13,101 in Q2 2026. Quarterly earnings also reflect non-cash fair value adjustments to the copper stream derivative and Nuton Stage 2 liabilities, together with a gain on modification of the Operating Agreement. Copper stream derivative losses totaled $6,133 in Q3 2026, compared with $12,648 in Q2 2026, reflecting changes in copper price assumptions and other valuation inputs. In Q4 2024, results included a non-recurring impairment charge of $38,828 related to the transition from in-situ leaching to an open-pit approach for the Gunnison Project.

 

The 2024 and 2025 quarterly results presented above do not necessarily reflect any recurring expenditure patterns or predictable future trends. In Q3 2025 the company transitioned into active operations generating revenues from then on.

 

14
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

Three months ended September 30, 2026 compared to the three months ended September 30, 2025:

 

For the three months ended September 30, 2026, Copper cathode sales revenue increased to $21,295 from $1,643 in Q3 2025, reflecting higher sales volumes and realized copper prices. The Company also recognized $14,743 of deferred mining and processing demonstration service revenue, compared with $1,091 in Q3 2025. Total revenue increased to $36,134 from $2,862, while production costs increased to $12,343 from $8,448. Income from mine operations improved to $23,791 from a loss of $5,586.

 

The Company reported net income of $12,739, or $0.03 per share, compared with a net loss of $22,899, or $0.06 per share, in Q3 2025. Results also reflected higher evaluation and permitting costs associated with the 2026 PEA and commencement of work on the Gunnison Project feasibility study.

 

The Company recognized a $4,963 gain on revaluation of the Nuton Stage 2 payable, compared with a $4,743 loss in Q3 2025. The gain reflected revised acid consumption assumptions and higher forecast acid prices from 2027 onward, which increased projected operating costs and reduced expected future net cash flows payable to Nuton. The Company also recognized a $6,133 loss on revaluation of derivative liabilities, primarily the copper stream derivative, compared with a $7,135 loss in Q3 2025. The Q3 2026 derivative loss reflected increases in the copper forward price curve and the effect of the May 5, 2026 buyback option agreement.

 

Nine months ended September 30, 2026 compared to the nine months ended September 30, 2025:

 

For the nine months ended September 30, 2026, the Company reported net income of $27,506, or $0.06 per share, compared with a net loss of $46,782, or $0.13 per share, in the corresponding period of 2025. The improvement reflected the restart and ramp-up of JCM, which achieved commercial production during Q3 2026. Revenue increased to $79,850 from $3,545 as copper production and sales increased and the Company recognized deferred mining and processing demonstration service revenue.

 

The Company recognized a non-cash gain of $15,191 on revaluation of the Nuton Stage 2 payable, compared with a loss of $9,899 in the corresponding period of 2025. The gain reflected a reduction in estimated future net payments to Nuton. Higher forecast acid consumption and acid prices increased projected operating costs, reducing expected cash flows available for payment to Nuton. Although higher copper prices increased projected revenue, the revised operating cost assumptions reduced expected net payments overall, decreasing the liability and generating a non-cash gain. The liability reflects the present value of projected cash flows under the Stage 2 agreement, incorporating the JCM production profile, expected operating costs, future copper prices and a discount rate of 17.00%.

 

The Company also recognized a non-cash loss of $20,122 on revaluation of the copper stream derivative liability, compared with a loss of $24,532 in the corresponding period of 2025. The liability is measured using a Monte Carlo simulation model incorporating the copper forward price curve, long-term copper price volatility of 24.34%, the Company’s credit spread of 6.80%, expected production schedules and expansion plans, and probabilities associated with achieving production schedules, a change of control and exercise of the buyback option.

 

LIQUIDITY

 

CASH POSITION

 

The Company had cash and cash equivalents of $23,508 as of September 30, 2026, including $7,395 of Nuton and $16,113 non-Nuton related (December 31, 2025 - $20,613, Nuton - $12,551 and non-Nuton - $8,062). Cash and cash equivalents increased $2,895 during the nine months ended September 30, 2026. The increase during the period is primarily due to the June 2026 offering, and the timing of funding received from Nuton for the Stage 2 work program offset by the timing of expenditures.

 

15
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

CASH FLOWS

 

Net cash used by operating activities for the nine months ended September 30, 2026 was ($57,528) compared to ($13,790) for the same period of 2025. The increase in operating cash outflows in 2026 compared to 2025 is mainly due to the ramp up of JCM operations and its associated operating expenditures.

 

Net cash used by investing activities for the nine months ended September 30, 2026 was ($23,264) compared to ($105,235) net cash used by investing activities for the nine months ended September 30, 2025. The net cash used in 2026 included $21,955 in cash spent on Stage 2 construction.

 

Net cash provided by financing activities for the nine months ended September 30, 2026 was $83,762, compared to $132,432 for the same period in 2025. Financing cash inflows for the nine months ended September 30, 2026 consisted primarily of $64,956 financing received from Nuton and net proceeds from the issuance of shares of $23,267, primarily associated with the June 2026 Offering and $683 in proceeds from warrants exercised.

 

WORKING CAPITAL

 

As at September 30, 2026 the Company had negative working capital (current assets less current liabilities) of $2, including a cash and cash equivalents balance of $23,508.

 

   September 30, 2026 
   Gunnison Copper Project   Johnson
Camp Mine
   Corporate
& Other
   Total 
Current assets  $492   $79,666   $17,328   $97,486 
Current liabilities   1,208    86,686    9,594    97,488 
Working capital   (716)   (7,020)   7,734    (2)
                     
Nuton funded amounts included in working capital:                    
Amount due from Nuton   -    -    -    - 
Accounts payable and accrued liabilities - Nuton   -    12,649    -    12,649 
Nuton deferred income and revenue   -    61,267    -    61,267 
Derivative Liabilities                    
Stream deliveries from sale of JCM copper   -    12,580    -    12,580 
Convertible warrants   -    -    6,170    6,170 
Amounts not impacting Company’s ability to continue as a going concern   -    86,496    6,170    92,666 

 

   December 31, 2025 
   Gunnison Copper Project   Johnson
Camp Mine
   Corporate
& Other
   Total 
Current assets  $43   $45,904   $9,971   $55,918 
Current liabilities   242    80,005    20,052    100,299 
Working capital   (199)   (34,101)   (10,081)   (44,381)
                     
Nuton funded amounts included in working capital:                    
Amount due from Nuton   -    (12,652)   -    (12,652)
Nuton accounts payable and accrued liabilities - Nuton   -    27,612    -    27,612 
Nuton deferred income and revenue   -    46,737    -    46,737 
Derivative Liabilities                    
Stream deliveries from sale of JCM copper   -    5,533    -    5,533 
Convertible warrants   -    -    7,654    7,654 
Debt payments deferred subsequent to the date:                    
Debt payments deferred or converted subsequent to the date   -    -    3,958    3,958 
Amounts not impacting Company’s ability to continue as a going concern   -    67,230    11,612    78,842 

 

16
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

The working capital includes $73,916 in current liabilities that are funded by Nuton . The net amount funded by Nuton is only repayable from the sale of copper produced at the Johnson Camp Mine. In addition, working capital includes $6,170 in current liabilities related to warrant derivative liabilities and $12,580 in current liabilities that represent the value of JCM copper deliverable to Triple Flag under the stream agreement. The warrant derivative liabilities do not require the company to settle in cash and rather are a source of cash upon exercise. If no copper was produced at the Johnson Camp Mine, the amount deliverable to Triple Flag would not be payable by the Company. As these obligations are settled through copper revenues, equity issuance or copper deliveries rather than immediate cash payment, management does not expect them to create an immediate cash funding requirement. However, the Company remains exposed to production, copper-price and Nuton funding risks. As a result, neither the Nuton, warrants or Triple Flag related working capital amounts can impact the Company’s immediate ability to continue as a going concern.

 

Based on its existing cash and cash equivalents as of September 30, 2026, and the Nuton funding arrangement, the Company has assessed that based on its cashflow forecast for the next 12 months it expects to have sufficient capital to continue operations for at least the next twelve months. Management also has flexibility to reduce or defer discretionary spending, including development expenditures at the Gunnison Project, to preserve liquidity if required. Subsequent to September 30, 2026 the $8,000 related to the mine plan extension agreement was received in cash. This funding is eligible to be applied to Gunnison or Johnson Camp Mine at management’s discretion.

 

The Company has been successful in obtaining significant equity and other financings since inception and intends to continue financing its future requirements through future mining of the existing JCM pits, equity financing, and the funding provided by Nuton. Should the Company’s expectations not be realized, it may be required to curtail spending and advancements of its Gunnison Project.

 

CAPITAL RESOURCES

 

NUTON FUNDING

 

As disclosed above, the Nuton Option Agreement requires for Nuton to provide 100% of the funding for the Stage 2 Work Program at JCM. However, Nuton has the election to terminate the Nuton Option Agreement at any time if it decides it no longer wants to continue with the Stage 2 Work Program. In such event, Nuton would not have further funding obligations other than the payment of costs that were committed to prior to the date of termination and certain reclamation expenditures for work associated with the Stage 2 Work Program. In the event of such termination, the Company would need to secure alternative funding or adjust operations at JCM, which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Gunnison and Nuton have also agreed to work together to evaluate the possible extension of the Stage 2 Work Program at Johnson Camp Mine. Nuton shall also receive a right of first offer over the use of any excess capacity from the SX/EW plant and related infrastructure and mining assets located at the Johnson Camp Mine.

 

17
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

NEBARI DEBT

 

On October 31, 2019, the Company entered into an agreement with Nebari for a $15,000 credit facility (the “Credit Facility”) with subsequent amendments in 2021, 2023, and 2025. In the nine months ended September 30, 2026, the remaining $3,750 in principal was converted into 17,882,685 shares and $25 in final interest was paid to discharge the liability. A $208 gain was recognized on derecognition.

 

CONVERTIBLE DEBENTURES

 

The Company previously issued two debenture offerings, both of which have been fully settled as described below. The First Debenture Offering was issued for $3,000 in principal. The terms of the debentures included:

 

●a maturity date of September 30, 2026 (the “First Debenture Maturity Date”), with the principal amount, together with any accrued and unpaid interest, payable on the First Debenture Maturity Date, unless earlier converted in accordance with the terms;
●the debentures bear interest at the rate of 10% per annum, which interest will be payable on the Maturity Date, unless earlier converted into common shares
●the principal amount of the debentures is convertible into Common Shares at the option of the holder at a conversion price of USD$0.19 per Common Share;
●the accrued and unpaid interest is convertible into Common Shares at a conversion price equal to the volume weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days prior to the date of conversion at the option of the holder; and
●the debentures are unsecured.

 

The First Debenture Offering was accounted for as a compound financial instrument with a debt host and equity conversion feature. The fair value of the liability component was determined to be $2,128 with an effective interest rate of 21.2%, and the equity component was measured as the residual amount of $872.

 

The Second Debenture Offering issued $2,400 principal amount of debentures. The terms of the debenture include:

 

●a maturity date of September 30, 2026 (the “Second Debenture Maturity Date”) and the principal amount, together with any accrued and unpaid interest, will be payable on the Second Debenture Maturity Date, unless earlier converted in accordance with their terms;
●the debentures bear interest at the rate of 10.5% per annum plus the Rate Supplement, which interest will be payable on the Second Debenture Maturity Date, unless earlier converted into Common Shares;
●subject to the receipt of disinterested shareholder approval from the holders of the Common Shares at a duly and validly called meeting (the “Shareholder Approval”), the principal amount of the debenture is convertible into Common Shares at the option of the holder (or at the option of the Company on 30 days prior notice) at a conversion price of USD$0.11405 per Common Share;
●subject to receipt of the Shareholder Approval, the accrued and unpaid interest is convertible into Common Shares at a conversion price equal to the volume weighted average trading price on the Toronto Stock Exchange for the five trading days prior to the date of conversion; and
●the debentures are unsecured.

 

The Shareholder Approval was received at the Company’s Annual General Meeting held on June 18, 2024.

 

The Second Debenture Offering was accounted for as a compound financial instrument with a debt host and equity conversion feature. On initial recognition, the fair value of the liability component was determined to be $2,011 with an effective interest rate of 19.6%, and the equity component was measured as the residual amount of $389. The amendment of the Nebari Debt included cross party agreements that defers the interest payments on the debentures to September 30, 2026.

 

The debentures were settled through a combination of cash and equity. The Company settled $5,319 of principal and accrued interest in cash and the remaining $2,046 was converted to 9,535,929 shares.

 

18
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

2025 OFFERINGS

 

The Company has completed the following offerings:

 

●On April 7, 2025, the Company announced that it has closed the April 2025 Offering for aggregate gross proceeds of CAD$5.15 million through the issuance of 17,170,916 units (each an “April 2025 Unit”)
●On July 18, 2025, the Company announced that it has closed the July 2025 Offering for aggregate gross proceeds of CAD$8.7 million through the issuance of 28,874,100 units (each a “July 2025 Unit”) On October 30, 2025, the Company closed the October 2025 Offering for aggregate proceeds of CAD$13.3 million for 29,471,702 units (each an “October 2025 Unit”)

 

The table below provides a reconciliation of the disclosure the Company previously made about how it was going to use proceeds from the April 2025 Offering, July 2025 Offering and October 2025 Offering compared to the actual use of these proceeds for 2025 and 2026.

 

2025 LIFE Offerings  Proceeds
April Offering
   Proceeds
July Offering
   Proceeds
October Offering
   Proceeds
Total
   Actual
September 30, 2026
   Funds
Remaining
 
Budgeted uses                              
High Value Work Program & Follow On Work  $2,158   $258   $-   $2,416   $2,424   $(8)
Pre-Feasibility Study Work Program   -    1,788    -    1,788    1,069    719 
Corporate G&A expenses - Canada   1,397    -    -    1,397    1,405    (8)
Corporate G&A expenses - US   -    3,919    -    3,919    2,763    1,156 
Repayment of a portion of the second ARCA   -    -    6,500    6,500    7,100    (600)
Unallocated working capital   -    -    2,693    2,693    2,349    344 
Total  $3,555   $5,965   $9,193   $18,713   $17,110   $1,603 

 

The expenditures related to the Pre-Feasibility Study Work Program and Corporate G&A expenses – US were in line with budget and is less than proceeds received as they are to cover G&A spending over an extended timeframe. This variance is due to timing as the full amount of these expenditures have not yet been incurred. The additional $600 of principal paid on the repayment of the Second Amended and Restated Credit Agreement (“Second ARCA”) are not material and have been sourced from unallocated working capital. As a result there is no impact of the variances on the Company’s ability to achieve its business objectives and milestones.

 

As of this date, if the warrants issued and not yet exercised in connection with these financings were exercised for cash, the Company would receive aggregate gross proceeds of approximately CAD$27,520. While these warrants represent a potential source of future funding, their exercise is at the option of the holders and will depend on market conditions, including the trading price of the Company’s common shares. As a result, there can be no assurance that such proceeds will be realized.

 

19
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

2026 OFFERINGS

 

On June 3, 2026, the Company closed the June 2026 Offering, issuing 82.1 million common shares, including the full exercise of the underwriters’ over-allotment option, at a price of CAD$0.42 per common share for gross proceeds of approximately CAD$34.5 million. The net proceeds will be used to advance the Gunnison Copper Project and to provide additional working capital and general corporate funding. The table below provides a reconciliation of the disclosure the Company previously made about how it was going to use proceeds from the June 2026 Offering.

 

2026 Offering  Proceeds
June Offering
   Actual
September 30, 2026
 
Budgeted uses:          
Gunnison Project - Completion of a pre-feasibility work program including drilling, assay lab, metallurgical testing, and other activities  $14,801   $4,389 
Gunnisons Project - Permit amendments   3,552    61 
Corporate G&A, working capital   4,716    - 
Total  $23,069   $4,450 

 

As the June 2026 Offering closed towards the end of the second quarter, actual expenditures have been limited and as a result, at this time, there are no significant variances and no impact on the Company’s ability to achieve its business objectives and milestones.

 

DEBT COVENANTS

 

Pursuant to the Stream Agreement, the Company is required to maintain a leverage ratio of 3.5:1.0. The leverage ratio is calculated as the ratio of indebtedness of the Company to net income (adjusted for certain items). On November 30, 2023, the Company and Triple Flag executed an amendment to the Stream Agreement which suspends the applicability of the leverage ratio until September 30, 2026 (the “Leverage Ratio Grace Period”) to accommodate the extension of the Nebari loan due date.

 

Following expiry of the grace period, the Company was in compliance with the leverage ratio covenant, as all indebtedness included in the calculation had been fully repaid before September 30, 2026. Nuton liabilities do not constitute indebtedness under the Stream Agreement and are therefore excluded from the leverage ratio calculation.

 

Following full repayment of the Second ARCA principal, the associated debt covenants no longer apply

 

Stream Derivative Liability

 

On October 30, 2018 the Company entered into an agreement for a $75,000 project financing package (collectively, the “Financing”) with Triple Flag Mining Finance Bermuda Ltd. (“Triple Flag”) for the purposes of developing the Gunnison Copper Project. The Financing consisted of a $65,000 copper metal stream (the “Stream”) and a concurrent $10,000 private placement of common shares.

 

Under the terms of the metals purchase and sale agreement (the “Stream Agreement”) between Triple Flag and Gunnison and its subsidiary Excelsior Arizona, Triple Flag paid $65,000 against the future sale and delivery by Excelsior Arizona of a percentage of the refined copper production generated from the mining of oxide mineralization from Gunnison’s Projects owned at the time of executing the Stream Agreement. Gunnison will sell to Triple Flag a percentage of refined copper at a price equal to 25% of the copper spot price. The exact percentages of copper production to be sold to Triple Flag varies according to the total production capacity, based on a sliding scale. Under the terms of the stream agreement, Triple Flag has the option to increase the delivery amount of the Stream (the “expansion option). To exercise the expansion option Triple Flag must pay the company an additional $65,000. The expansion option is subject to termination at the exercise of the buyback option, discussed below.

 

20
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

On May 5, 2026, the Company entered into a buyback option agreement with Altius Royalty Corporation and Triple Flag entities, providing the Company with the right to reduce certain existing royalties and terminate the expansion-related stream option at its Gunnison Copper Project in Arizona. The agreement grants the Company the option to reduce the 3.0% Triple Flag gross revenue royalty to 2.0%, reduce the Altius gross revenue royalty by 0.5%, as well as to terminate Triple Flag’s expansion option. The Parties intend that the foregoing options be exercisable only as a single, indivisible package and only in connection with a qualifying change of control transaction announced on or before March 31, 2028. The total consideration payable upon exercise is $65,000.

 

The percentages applicable at certain production levels are detailed in the table below.

 

Scenario Description  Stage 1
(25M lbs/yr)
   Stage 2
(75M lbs/yr)
   Stage 3
(125M lbs/yr)
 
Stage 1 Upfront Deposit   16.50%   5.75%   3.50%

 

The stream obligation is recorded at fair value at each statement of financial position date as the Company has determined that the stream obligation is a derivative liability carried at fair value through profit or loss (FVTPL).

 

As at September 30, 2026 the fair value of the stream obligation was valued using a Monte Carlo simulation model. The significant assumptions developed by management used in the Monte Carlo simulation model included: the copper forward price curve, the long-term copper price volatility of 24.34% (December 31, 2025 – 24.55%), a discount rate which factors in the Company’s credit spread of 6.80% (December 31, 2025 – 6.77%) and the Johnson Camp Mine and Gunnison open-pit life of mine production schedules and expectations including expansion plans and weighted probability of successfully achieving the production schedules, a change of control occurring and the exercise of the buyback option.

 

For the three months ended September 30, 2026, the Company recognized a $4,367 fair value loss on the stream obligation, increasing the liability to $99,176. The loss primarily reflected an 8.6% average increase in forward copper prices, which increased the liability by $5,756. The passage of time and higher forecast production also increased the liability. Higher risk-free rates, a wider credit spread and lower copper price volatility partially offset these increases.

 

The Company is subject to commodity price risk from fluctuations in the market prices for copper. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Stream obligation.

 

CONTRACTUAL OBLIGATIONS

 

The Company has the following contractual obligations as of September 30, 2026:

 

Contractual Obligations  Total   Less than 1 year   1-3 years   4-5 years   After 5 years 
Accounts Payable and Accrued Liabilities  $25,145   $17,250   $-   $7,895   $- 
Nuton Stage 2 payable   49,628    -    49,628    -    - 
Debentures   -    -    -    -    - 
Derivative liabilites - Stream   99,176    12,580    86,596    -    - 
Total Contractual Obligations  $173,949   $29,830   $136,224   $7,895   $- 

 

21
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

TRANSACTIONS BETWEEN RELATED PARTIES

 

KEY MANAGEMENT PERSONNEL

 

Key management personnel include those people who have authority and responsibility for planning, directing and controlling the activities of the Company. The Company has determined that key management personnel consist of the Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer and President, SVP Business Development, Interim Chief Financial Officer, SVP/Chief Operating Officer, SVP Permitting and External Affairs, and Corporate Secretary.

 

Remuneration attributed to key management personnel is summarized as follows:

 

   Three months ended September 30,   Nine months ended September 30, 
   2026   2025   2026   2025 
Salaries, fees and benefits  $1,245   $514   $3,198   $1,013 
Share-based compensation   540    742    1,095    752 
Restricted and performance share units   201   $-    331    - 
Total  $1,986   $1,256   $4,624   $1,765 

 

Salaries, fees and benefits to key management include all salaries, bonuses, fees, and other employment benefits, pursuant to contractual employment agreements, consultancy or management services arrangements.

 

OTHER RELATED PARTIES

 

As of September 30, 2026, amounts accrued and due to key management personnel and other related parties include the following:

 

Directors and Officers - $857 (December 31, 2025 - $172)

 

Transactions with related parties were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed by the related parties. Amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and judgments. These estimates, judgments and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the periods reported. A summary of the Company’s critical estimates and judgments is provided in Note 2, Basis of Presentation, of the audited consolidated annual financial statements for the twelve months ended December 31, 2025. There has been no change in critical accounting estimates for the three and nine months ended September 30, 2026.

 

22
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

 

The accounting policies applied in the preparation of the unaudited consolidated interim financial statements for the three and nine months ended September 30, 2026 are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2025.

 

New standards and interpretations adopted

 

In May 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the recognition or derecognition of a financial asset or liability, with a new exception for some financial liabilities settled through an electronic cash transfer system. The amendments also add guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion, by introducing an additional SPPI test for financial assets with contingent features that are not related directly to a change in basic lending risks or costs. In addition, the amendments will add new disclosures for certain instruments with contractual terms that can change cash flows. Lastly, the amendments will require additional disclosures for equity instruments designated at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after January 1, 2026, with early application permitted. The amendments have been adopted by the Company and the amendments did not result in any material changes to the condensed consolidated interim financial statements.

 

In December 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the application of the ‘own-use’ exemption and provide guidance on hedge accounting for companies that hedge their purchase or sales of electricity using renewable power purchase agreements. The amendments also introduce new disclosure requirements. The amendments are effective for reporting periods beginning on or after January 1, 2026. The amendments have been adopted by the Company and the amendments did not result in any material changes to the condensed consolidated interim financial statements.

 

New standards issued but not yet effective

 

In April 2024, the IASB released IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements. The standard amends the presentation of the statement of income by introducing a newly defined ‘operating profit’ subtotal and a requirement for income and expenses to be allocated between three new distinct categories based on a company’s main business activities, which are Operating, Financing and Investing. In addition, organizations will need to disclose certain ‘non-GAAP’ measures known as management defined performance measures. The standard will be effective from January 1, 2027 with early adoption permitted and requires retrospective application. The Company is assessing the impact of adoption of this amendment on its condensed consolidated financial statements.

 

Share based compensation

 

Performance Share Units (each an “PSU”) issued to directors, officers and employees and at the option of the holder may require the Company to settle the units in cash, and withhold applicable income tax on exercised and settled amounts with the tax authorities. The fair value of the PSU is recognized over the vesting period of the PSU granted as share-based compensation expenses with offset to PSU liabilities. The PSU is adjusted based on a performance multiplier. The Company’s PSU policy allows for a net settlement arrangement, and PSU are classified in their entirety as cash-settled share-based payment transactions.

 

23
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

FINANCIAL INSTRUMENTS

 

As of September 30, 2026, the Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

 

MARKET RISK

 

Market risk is the risk that changes in market price, such as foreign exchange rates and interest rates will affect the Company’s cash flows or value of its financial instruments.

 

CURRENCY RISK

 

The Company is subject to currency risk on financial instruments which are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses relating to these financial instruments would impact earnings (loss).

 

The Company is exposed to currency risk through cash and cash equivalents, accounts payable and accrued liabilities which are denominated in CAD$. The balances in these accounts are not significant, therefore, the Company’s exposure to currency risk is considered minimal. The Company has not hedged its exposure to currency fluctuations at this time.

 

INTEREST RATE RISK

 

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and the stream obligation. The Company’s current policy is to invest excess cash in guaranteed investment certificates issued by its Canadian banking institution. The Company periodically monitors the investment it makes and is satisfied with the credit ratings of its banks.

 

A 1% increase in the discount rate of the Nuton Stage 2 payable would decrease the payables by $770 whereas a 1% decrease in the discount rate would increase the Nuton Stage 2 payable by $797.

 

A 1% increase in the risk free rate of the stream liabilities would decrease the derivative liabilities by $4,144, a 1% decrease in the discount rate would increase the derivative liabilities by $4,723.

 

COMMODITY PRICE RISK

 

The Company is subject to commodity price risk from fluctuations in the market prices for copper. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Stream obligation.

 

A 10% increase in the market price of copper would increase Nuton Stage 2 payable by $6,053, whereas a 10% decrease in the market price of copper would decrease Nuton stage 2 payable by $8,749.

 

A 10% increase in the market price of copper would increase derivative liabilities by $7,039, whereas a 10% decrease in the market price of copper would decrease derivative liabilities by $6,957.

 

CREDIT RISK

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, and restricted cash.

 

The Company limits its exposure to credit risk on financial assets through investing its cash and cash equivalents with high-quality North American financial institutions.

 

24
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

LIQUIDITY RISK

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient liquidity to meet its liabilities when due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of its financial assets and liabilities. Cash flow forecasting is performed regularly. The Company also holds surety bonds to support future environmental obligations. Refer to working capital analysis above in Capital Resources section and Contractual Obligations section.

 

FAIR VALUE ESTIMATION

 

The Company’s financial assets and liabilities are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

 

The three levels of the fair value hierarchy are as follows:

 

●Level 1: Quoted prices in active markets for identical assets or liabilities that the Company is able to access at the measurement date.

 

●Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

●Level 3: Inputs for the asset or liability that are not based on observable market data.

 

The carrying values of cash and cash equivalents, receivables, restricted cash, accounts payable and accrued liabilities, debt and amounts due to related parties approximate their fair values due to the short-term maturity of these financial instruments. Derivative liabilities are Level 3.

 

Financial Instruments, September 30, 2026  FVTPL   Level 1   Level 2   Level 3 
Derivative liabilities  $105,346   $-   $-   $105,346 
Nuton Stage 2 payable   31,232    -    -    31,232 
Short term investments   938    938    -    - 
   $137,516   $938   $-   $136,578 

 

LEGAL

 

As of September 30, 2026, there are no outstanding civil claims filed against the Company.

 

NON-IFRS FINANCIAL MEASURES

 

The Company has disclosed certain non-IFRS financial measures in this MD&A, as discussed below. These non-IFRS financial measures are widely reported in the mining industry as benchmarks for performance and are used by management to monitor and evaluate the Company’s operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS.

 

25
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation.

 

A non-IFRS ratio is defined by NI 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage, or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.

 

Working Capital

 

Working capital is a non-IFRS measure that is a common measure of liquidity but does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is current assets net of current liabilities. Working capital is calculated by deducting current liabilities from current assets. Working capital should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the Company’s liquidity. A reconciliation is provided in the table below:

 

As at  September 30, 2026   December 31, 2025 
Current assets  $97,486   $55,918 
Current liabilities   97,488    100,299 
   $(2)  $(44,381)

 

OTHER INFORMATION

 

OUTSTANDING SHARE CAPITAL

 

The Company’s authorized capital consists of an unlimited number of common shares without par value and an unlimited number of non-voting common shares without par value. The Company has securities outstanding as follows:

 

Security Description   September 30, 2026   Date of Report
Common Shares   515,053,821   515,053,821
Warrants   54,589,166   54,589,166
Stock Options   33,072,198   35,572,198
Restricted Share Units   1,866,268   1,866,268
Performance share Units   895,422   895,422

 

26
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Management, including the Chief Executive Officer and the Chief Financial Officer, are responsible for the design of the Company’s disclosure controls and procedures in order to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.

 

The CEO and CFO have certified that they have designed disclosure controls and procedures (or caused them to be designed under their supervision) to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to them by others within those entities as of September 30, 2026.

 

INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Company maintains a system of internal controls over financial reporting, as defined by National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance that assets are safe-guarded and financial information is accurate and reliable and in accordance with IFRS.

 

As previously disclosed at December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to a weakness in review controls performed over non-routine transactions and transactions related to newly established processes. This material weakness has not been remediated as of September 30, 2026.

 

There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Identified Material Weakness

 

During the year ended December 31, 2025, the Company identified a material weakness in its internal control over financial reporting. The Company does not have adequately formalized processes to analyze and account for complex accounting estimates, including warrant valuations and inventory costing. This reflects a weakness in review controls performed over non-routine transactions and transactions related to newly established processes.

 

This material weakness resulted in adjustments to the consolidated financial statements for the year ended December 31, 2025. These misstatements were corrected prior to the issuance of consolidated financial statements and management has concluded that the consolidated financial statements as at and for the year ended December 31, 2025 present fairly, in all material respects, the Company’s financial position, financial performance, and cash flows in conformity with IFRS Accounting Standards. Until remediated, this control deficiency could result in a material misstatement related to account balances, transactions or disclosures that would not be prevented or detected. Management has concluded that the Condensed Consolidated Interim Financial Statements for September 30, 2026 are presented fairly.

 

Remediation plan

 

Management continues to implement its remediation plan, which includes:

 

a)Strengthening the finance team by adding a dedicated Internal Control and Compliance specialist role during Q2 2026 to ensure appropriate team skills composition and depth of expertise.
b)Developing enhanced procedures and controls to improve analysis and review controls for warrant valuations and inventory costing, with external advisors engaged as needed to supplement internal capabilities. These activities will be completed during 2026.

 

27
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

c)Standardizing documentation and retention practices, providing enhanced training to control owners, and strengthening oversight and monitoring to ensure control activities are evidenced and performed consistently and on a timely basis. These activities will begin in 2026 and continue beyond 2026.
d)Hiring a new Chief Financial Officer during Q4 2026 with the requisite skills and experience to strengthen financial reporting, internal controls, and oversight of the remediation plan.

 

The material weakness cannot be considered remediated until the enhanced procedures and controls have been fully designed, implemented, and demonstrated (through testing over a sufficient period) to operate effectively.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control gaps and instances of fraud have been detected. These inherent limitations include the reality that judgment in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design, maintenance and testing of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any control system may not succeed in achieving its stated goals under all potential future conditions.

 

LIMITATION OF CONTROLS AND PROCEDURES

 

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

ADDITIONAL INFORMATION

 

Additional disclosure concerning the Company, including the AIF for the year ended December 31, 2025, is available on the SEDAR+ website, www.sedarplus.ca.

 

28
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

TECHNICAL INFORMATION

 

Gunnison’s technical work on the Gunnison Copper Project and JCM is supervised by Dr. Roland Goodgame, Senior VP Projects of the Company and a Qualified Person as defined by NI 43-101. Dr. Goodgame has reviewed and approved the technical information contained in this MD&A.

 

Additional information about the Gunnison Copper Project can be found in the technical report filed on SEDAR+ at www.sedarplus.ca entitled: “Gunnison Copper Project, NI 43-101 Technical Report Preliminary Economic Assessment, Cochise County, Arizona”, with the effective date of March 18, 2026.

 

Additional information about the Johnson Camp Mine can be found in the technical report filed on SEDAR+ at www.sedarplus.ca entitled: “Johnson Camp Mine NI 43-101 Technical Report, Cochise County, Arizona”, with the effective date of March 18, 2026.

 

CAUTIONARY STATEMENTS

 

RISK FACTORS

 

The exploration for and development of mineral deposits involves significant risks and uncertainties, which even a combination of careful evaluation, experience and knowledge may not eliminate. The more prominent risk factors that may materially affect the Company’s future performance, in addition to those referred to herein, are discussed in the AIF for the year ended December 31, 2025.

 

FORWARD-LOOKING INFORMATION

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities laws concerning anticipated developments and events that may occur in the future. Forward-looking information contained in this MD&A includes, but is not limited to, statements with respect to: (i) the market and future price of copper and related products; (ii) requirements for additional capital; (iii) development, construction and production timelines and estimates; (iv) statements relating to the results of the 2026 PEA and economic viability of the Gunnison Project, including NPV, IRR, capital costs, operating costs, mine life, total tonnes mined and processed and mining operations; (v) the future effects of environmental compliance requirements on the business of the Company; (vi) future production from the Johnson Camp mine; (vii) expectations regarding the deployment of the Nuton® technology at the Johnson Camp mine and future production therefrom; (viii) the continued funding of the stage 2 work program by Nuton; (ix) the details and expected results of the stage two work program; (x) the satisfaction of final conditions and receipt of 48C tax credits; (xi) the terms of the Nuton Transaction; (xii) the use of proceeds from financings; (xiii) the Company’s NYSE American listing, ADR trading, and related U.S. capital markets activities; (xiv) the expected timeline, cost and results of the Pre-Feasibility Study and district-wide drilling program; and (xv) the statements under the heading “Outlook” in this MD&A, including statements about the production of copper.

 

29
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this MD&A is based on certain factors and assumptions regarding, among other things, Nuton will continue to fund the stage 2 work program, the availability of financing to continue as a going concern and implement the Company’s operational plans, the allocation of the 48C tax credits between the Company and Nuton, the satisfaction of the requirements set forth in Section 48C of the Internal Revenue Code, the estimation of mineral resources, the realization of mineral resource estimates, copper and other metal prices, the timing and amount of future exploration and development expenditures, the estimation of expansion and sustaining capital requirements, the estimation of labor and operating costs, the availability of necessary financing and materials to continue to develop, operate and expand the Gunnison Project in the short and long-term, the progress of development activities, the receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title or surface rights disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information including, without limitation, the following risks and uncertainties referred to under the heading “Risk Factors” in the Company’s AIF for the year ended December 31, 2025:

 

●risks relating to the fact that the Company depends on a single producing mineral project;
●Nuton failing to continue to fund the stage 2 work program;
●the breach of debt covenants;
●operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, availability of reagents and power, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the development process;
●risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not commence at the Gunnison Project;
●assumptions regarding expected capital and operating costs and expenditures, production schedules, economic returns and other projections;
●our production estimates, including accuracy thereof;
●risks related to general economic conditions and in particular the potential impact of any future global pandemic on the Company or its operations and the mining industry;
●risks relating to variations in mineral resources and reserves, grade or recovery rates resulting from current exploration and development activities;
●risks related to fluctuations in the price of copper as the Company’s future revenues, if any, are expected to be derived from the sale of copper;
●risks related to a reduction in the demand for copper in the Chinese market which could result in an extended period of lower prices and demand for copper;
●financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the development and construction activities at the Gunnison Project may not be available on satisfactory terms, or at all;
●the Company has no material history of mining operations and expects to incur losses for the foreseeable future;
●risks associated with debt and the copper stream agreement;
●risks related to the Company obtaining and maintaining various permits required to conduct its current and anticipated future operations;
●risks related to disputes concerning property titles and interest;
●risks relating to the ability to access infrastructure;
●risks related to the significant governmental regulation to which the Company is subject;
●environmental risks;
●climate change risks;
●risks related to the adequacy of financial assurance arrangements with State and Federal Governments;
●reliance on key personnel;
●risks related to increased competition in the market for copper and related products and in the mining industry generally;
●cybersecurity risks;
●risks related to potential conflicts of interests among the Company’s directors and officers;
●exchange rate fluctuations between the Canadian and United States dollar;
●uncertainties inherent in the estimation of inferred mineral resources;
●land reclamation requirements may be burdensome;

 

30
 

 

GUNNISON COPPER CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

 

●risks associated with the acquisition of any new properties;
●risks related to legal proceedings to which the Company may become subject;
●potential liabilities associated with the acquisition of Johnson Camp;
●our ability to comply with foreign corrupt practices regulations and anti-bribery laws;
●changes to relevant legislation, accounting practices or increasing insurance costs;
●significant growth could place a strain on our management systems;
●share ownership by our significant shareholders and their ability to influence our governance;
●risks relating to the Company’s Common Shares, including that future sales or issuances of our debt or equity securities may decrease the price of our securities; and
●The Company has determined that all required permits for the construction of the Gunnison open pit, and mining operations to pay back of initial capital, will follow a state-led permitting process. However, the Company has determined that there are certain U.S. Bureau of Land Management land parcels affecting mining operations, starting at the earliest in year 10 of operations, that will require a Federal process to resolve. As a result, the Company has assessed that it has sufficient time to complete any Federal process and it is not expected to impact its operating plan.

 

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information is made as of the date of this MD&A.

 

RISK FACTORS

 

Readers are cautioned that the risk factors discussed above are not exhaustive. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information and readers should also carefully consider the matters discussed under the heading, “Forward Looking Information”, in this MD&A and under the heading, “Risk Factors”, in the AIF.

 

CAUTIONARY NOTE TO U.S. INVESTORS – INFORMATION CONCERNING PREPARATION OF RESOURCE AND RESERVE ESTIMATES

 

Technical disclosure regarding the Company’s properties included in this MD&A and in the documents incorporated herein by reference has been prepared in accordance with the requirements of Canadian securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves (“CIM Definition Standards”).

 

Canadian standards, including NI 43-101, differ significantly from the historical requirements of the Securities and Exchange Commission (the “SEC”), and mineral reserve and resource information contained or incorporated by reference in this MD&A may not be comparable to similar information disclosed by U.S. companies.

 

Mining disclosure under U.S. securities law was previously required to comply with item 102 of Regulation S-K under the U.S. Securities Act and the Securities Exchange Act of 1934, as amended and SEC Industry Guide 7 (“SEC Industry Guide 7”). The SEC has adopted mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act (the “SEC Modernization Rules”) which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under the SEC Modernization Rules, the definitions of “proven mineral reserves” and “probable mineral reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” which are also substantially similar to the corresponding CIM Definition Standards; however, there are still differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. As a foreign private issuer, the Company is permitted to continue to comply with NI 43-101 disclosure rules. Therefore, the Company’s mineral resources and reserves as determined in accordance with NI 43-101 may be significantly different than if they had been determined in accordance with the SEC Modernization Rules.

 

31

 

 

 

Exhibit 99.2

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

 

(Unaudited)

(Expressed in thousands of United States Dollars)

 

 
 

 

GUNNISON COPPER CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited and expressed in thousands of United States dollars)

 

 

   Note  September 30, 2026   December 31, 2025 
ASSETS             
              
Current Assets             
Cash and cash equivalents     $23,508   $20,613 
Short term investments      938    140 
Amounts receivable      9,631    1,301 
Due from Nuton  10   -    12,652 
Prepaid expenses      1,935    1,289 
Inventory  5   61,474    19,923 
       97,486    55,918 
              
Inventory  5   11,552    2,099 
Property, plant and equipment, net  6   262,986    245,777 
Restricted cash  7   10,837    10,698 
              
Total Assets     $382,861   $314,492 
              
LIABILITIES AND EQUITY             
              
Current liabilities             
Accounts payable and accrued liabilities  8  $3,743   $2,130 
Accounts payable and accrued liabilities - Nuton  9   12,649    27,612 
Amounts due to related parties  16   858    172 
Nuton deferred income and revenue  10   61,267    46,737 
Restricted and performance share units  15   221    - 
Derivative liabilities  11   18,750    13,187 
Debentures  14   -    6,503 
Debt  13   -    3,958 
       97,488    100,299 
              
Accounts payable and accrued liabilities  8   7,895    2,208 
Restricted and performance share units  15   110    - 
Nuton stage 2 payable  10   31,232    46,423 
Nuton deferred income and revenue  10   148,318    141,625 
Derivative liabilities  11   86,596    72,530 
Decommissioning and restoration obligation  12   13,592    12,953 
              
Total Liabilities      385,231    376,038 
              
Equity             
Capital stock  15   158,377    128,479 
Other equity reserves  15   17,434    15,662 
Deficit      (177,352)   (204,858)
Accumulated other comprehensive loss      (829)  $(829)
Total Equity      (2,370)   (61,546)
              
Total Liabilities and Equity     $382,861   $314,492 
              
Subsequent Events  20          

 

Approved on November 12, 2026 on behalf of the Board of Directors:

 

/signed/   /signed/
Jason Howe   Fred DuVal
Director   Director

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

2
 

 

GUNNISON COPPER CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited and expressed in thousands of United States dollars)

 

 

      For the three months   For the nine months 
      ended September 30,   ended September 30, 
   Note  2026   2025   2026   2025 
Revenue                   
Revenue  3  $36,134   $2,862    79,850   $3,545 
Cost of sales  4   (12,343)   (8,448)   (28,440)   (9,498)
Income (Loss) from mine operations      23,791    (5,586)   51,410    (5,953)
                        
Operating Expenses                       
Selling and administration - Gunnison     $(1,781)  $(1,095)  $(4,356)   (2,367)
Selling and administration - Johnson Camp      (2,570)   85    (7,249)   288 
Evaluation and permitting      (5,152)   (1,175)   (7,191)   (2,157)
Share based compensation  15   (838)   (751)   (1,682)   (860)
Depreciation  6   (22)   (26)   (172)   (122)
                        
Total Operating Expenses      (10,363)   (2,962)   (20,650)   (5,218)
                        
Other Items                       
Gain (loss) on derivative at fair value  11   (6,133)   (7,135)   (20,122)   (24,532)
Financing expense  17   (315)   (1,135)   (1,354)   (3,305)
Interest income      207    112    461    688 
Loss on foreign exchange      5    (659)   (75)   (1,072)
Fair value gain (loss) on Nuton Stage 2 payable  10   4,963    (4,743)   15,191    (9,899)
Gain on extinguishment of debt  13   -    -    208    1,126 
Other income      584    (791)   2,437    1,383 
Total Other Items      (689)   (14,351)   (3,254)   (35,611)
                        
Income (Loss) and comprehensive Income (Loss) for the period     $12,739   $(22,899)  $27,506   $(46,782)
                        
Income (Loss) per common share:                       
Basic     $0.03   $(0.06)  $0.06   $(0.13)
Diluted     $0.02   $(0.06)  $0.06   $(0.13)
Weighted average number of common shares outstanding:                       
Basic  15   505,517,892    361,460,874    458,120,368    361,460,874 
Diluted  15   538,863,898    361,460,874    491,466,373    361,460,874 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3
 

 

GUNNISON COPPER CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31

(Expressed in thousands of United States dollars)

 

 

      Nine months 
      ended September 30, 
   Note  2026   2025 
CASH FLOWS RELATED TO OPERATING ACTIVITIES             
              
Income (loss) and comprehensive loss for the period     $27,506   $(46,782)
Items not affecting cash:             
Loss on derivative at fair value  11,15   20,122    24,532 
Depreciation  6   172    177 
Accretion of decommissioning and restoration obligation  12   512    610 
Share-based compensation  15   1,762    870 
Financing expense  13,14   862    1,026 
Gain on short term investments      (69)   (28)
Deferred income  10   (1,823)   (1,554)
Deferred revenue  10   (33,645)   (1,091)
Gain on extinguishment of debt  13   (208)   (1,126)
Fair value movement on Nuton Stage 2 payable  10   (15,191)   9,899 
Fair value movement on conversion option  13   -    341 
Operating cash flow before change in non-cash working capital      -    (13,126)
              
Non-cash working capital item changes:             
Receivables      (8,330)   (1,738)
Prepaid expenses      (646)   (345)
Inventory  5   (51,004)   (5,132)
Accounts payable and accrued liabilities  8,9   1,766    6,600 
Amounts due to related parties  16   686    13 
Insurance liabilities      -    (62)
Change in non-cash working capital      (57,528)   (664)
              
Net cash used by operating activities      (57,528)   (13,790)
              
CASH FLOWS RELATED TO INVESTING ACTIVITIES             
Purchase of property, plant and equipment  6   (441)   (565)
Purchase of short term investments      (729)   - 
Restricted cash  7   (139)   (304)
Nuton stage 2 project expenditure  10   (21,955)   (104,366)
Net cash used by investing activities      (23,264)   (105,235)
              
CASH FLOWS RELATED TO FINANCING ACTIVITIES             
Proceeds from share issuances      24,952    9,942 
Proceeds from warrants exercised  15   683    - 
Unit offering costs  15   (1,610)   (587)
Nuton stage 2 funds received  10   64,956    120,283 
Nuton Gunnison Sulfide Viability stage 1 funds received  10   -    3,000 
Nebari principal payments  13   (5,319)   (206)
Nuton collateral funding      100    - 
Net cash provided by financing activities      83,762    132,432 
              
Net change in cash and cash equivalents      2,970    13,407 
              
Effect of foreign exchange on cash and cash equivalents      (75)   1,101 
              
Cash and cash equivalents, beginning of year      20,613    8,249 
              
Cash and cash equivalents, end of period     $23,508   $22,757 
              
Supplemental cash flow disclosures:             
Interest paid     $29   $1,657 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4
 

 

GUNNISON COPPER CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(Unaudited and expressed in thousands of United States dollars, except for shares and per share amounts)

 

 

   Capital Stock                 
   Number of Common shares   Amount   Other Equity Reserves   Deficit   Accumulated Other Comprehensive Loss   Total 
                         
Balance, December 31, 2024   315,415,858   $112,828   $14,532   $(148,433)  $(829)   (21,902)
Share issuance   46,045,016    8,258         -    -    8,258 
Share issuance costs - shares   -    (800)        -    -    (800)
Share-based compensation   -    -    870    -    -    870 
Income (Loss) for the period   -    -    -    (46,782)   -    (46,782)
Balance, September 30, 2025   361,460,874   $120,286   $15,402   $(195,215)  $(829)  $(60,356)
                               
Balance, December 31, 2025   402,854,376   $128,479   $15,662   $(204,858)  $(829)  $(61,546)
Stock option exercises   569,791    179    (152)   -    -    27 
Share issuance (note 15)   82,144,500    24,850    -    -    -    24,850 
Share issuance costs (note 15)   -    (1,610)   -    -    -    (1,610)
Warrants exercised   2,066,540    683    493    -    -    1,176 
Share-based compensation        -    1,431    -    -    1,431 
Conversion of debt (note 13)   27,418,614    5,796    -    -    -    5,796 
Income (Loss) for the period   -    -    -    27,506    -    27,506 
Balance, September 30, 2026   515,053,821   $158,377   $17,434   $(177,352)  $(829)  $(2,370)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

5
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

1.NATURE OF OPERATIONS

 

Gunnison Copper Corp. (“Gunnison” or the “Company”) was incorporated under the laws of the Province of British Columbia, Canada on June 9, 2005 and trades on the Toronto Stock Exchange under the symbol “GCU”, Over-The-Counter Quality Bulletin Board (“OTCQB”) exchange under the ticker “GCUMF”. On October 26, 2026, the Company also commenced trading on the New York Stock Exchange American (“NYSE American”) under the ticker symbol “GUNN”. The address of the Company’s registered office is Suite 3500, 1113 Melville Street, Vancouver, BC, Canada V6E 3E5.

 

The principal business of Gunnison is the acquisition, exploration and development of copper mineral properties and the construction and operation of copper mines in Arizona, USA. The Company is focused on the development of the Gunnison Copper Project which is designed to be a large-scale open pit operation producing finished copper cathodes. In addition, Gunnison has expanded and restarted the Johnson Camp Mine (“JCM”) in partnership with Nuton LLC (“Nuton”), a Rio Tinto Venture, to demonstrate the use of its sulfide copper heap leaching technology.

 

2.BASIS OF PRESENTATION AND SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

a.Statement of compliance

 

The Company prepares the annual consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

 

These condensed consolidated interim financial statements do not include all the information and note disclosures required by IFRS Accounting Standards for annual financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2025.

 

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2025 with the addition of the below:

 

New standards and interpretations adopted

 

In May 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the recognition or derecognition of a financial asset or liability, with a new exception for some financial liabilities settled through an electronic cash transfer system. The amendments also added guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion, by introducing an additional SPPI test for financial assets with contingent features that are not related directly to a change in basic lending risks or costs. In addition, the amendments will add new disclosures for certain instruments with contractual terms that can change cash flows. Lastly, the amendments will require additional disclosures for equity instruments designated at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after January 1, 2026, with early application permitted. The amendments have been adopted by the Company, and the amendments did not result in any material changes to the condensed consolidated financial statements.

 

In December 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the application of the ‘own-use’ exemption and provide guidance on hedge accounting for companies that hedge their purchase or sales of electricity using renewable power purchase agreements. The amendments also introduce new disclosure requirements. The amendments are effective for reporting periods beginning on or after January 1, 2026. The amendments have been adopted by the Company, and the amendments did not result in any material changes to the condensed consolidated financial statements.

 

6
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

New standards issued but not yet effective

 

In April 2024, the IASB released IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements. The standard amends the presentation of the statement of income by introducing a newly defined ‘operating profit’ subtotal and a requirement for income and expenses to be allocated between three new distinct categories based on a company’s main business activities, which are Operating, Financing and Investing. In addition, organizations will need to disclose certain ‘non-GAAP’ measures known as management defined performance measures. The standard will be effective from January 1, 2027 with early adoption permitted and requires retrospective application. The Company is assessing the impact of adoption of this amendment on its condensed consolidated financial statements.

 

All dollar figures are expressed in United States dollars unless otherwise indicated. Canadian dollars are expressed as “CAD$”.

 

Share based compensation

 

Performance Share Units (each an “PSU”) issued to directors, officers and employees and at the option of the holder may require the Company to settle the units in cash, and withhold applicable income tax on exercised and settled amounts with the tax authorities. The fair value of the PSU is recognized over the vesting period of the PSU granted as share-based compensation expenses with offset to PSU liabilities. The PSU is adjusted based on a performance multiplier. The Company’s PSU policy allows for a net settlement arrangement, and PSUs are classified in their entirety as cash-settled share-based payment transactions.

 

b.Estimation uncertainty and judgments in applying the Company’s accounting policies

 

The preparation of the condensed consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the periods reported. A summary of the Company’s critical estimates and judgments is provided in Note 2, Basis of Presentation and Summary of Material Accounting Policies, of the audited consolidated financial statements for the year ended December 31, 2025 and 2024. The following judgements and sources of estimation uncertainty remain relevant to the quarter:

 

Accounting Policy Judgements

 

Characterization of the Stream arrangement

 

As set out in Note 11, the Company applied judgment in determining the characterization of the Stream arrangement for both accounting and tax purposes including the Company’s assessment that the partially prepaid sale of copper is currently a derivative liability for accounting purposes.

 

Accounting treatment of the Nuton Stage 2 arrangement

 

As set out in Note 10, the Company applied significant judgment in assessing the appropriate accounting treatment for the Stage 2 work program by considering the specific terms and nature of the agreement with Nuton. In assessing the Stage 2 work program proceeds received, management identified both a borrowing component from Nuton and a mining and processing demonstration services component that will be provided to Nuton during the Stage 2 work program. The borrowing is conditionally repayable from revenues generated from commercial quantities of copper products produced from the related mining operations net of agreed upon direct and indirect costs. Changes in spot prices of copper will impact the timing of repayment of the borrowing from any future revenues generated. As a result of the repayment provisions, including indexing to copper prices, the borrowing has been accounted for in its entirety at fair value through profit or loss with a residual amount allocated to deferred revenue for the mining and processing demonstration services that will be provided to produce copper. Further details on the overall Nuton Stage 2 arrangement are disclosed in Note 10.

 

7
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Commercial Production

 

Commercial production is the level of activities intended by management for a mine, or a mine and processing complex, to be capable of operating in the manner intended by management. The Company considers a range of factors when determining the level of activity that represents commercial production for a particular project, including a predetermined percentage of design capacity for the mine and SX/EW plant; achievement of continuous production, ramp-ups, or other output; or specific factors such as recoveries, grades, or inventory build-ups. Management considers average actual metrics including, but not limited to: (i) throughput levels reaching approximately 60% or more of design capacity, (ii) product quality consistent with design specifications, and (iii) the ability to operate in a continuous and reliable manner over a sustained period. Management assesses the operation’s ability to sustain production over a period of approximately one to three months, depending on the complexity related to the stability of continuous operation. Commercial production is considered to have commenced, and depreciation expense is recognized, at the beginning of the month after criteria have been met. As at September 30, 2026 commercial production at Johnson Camp Mine has been met and the assets were placed into service on October 1, 2026.

 

Evaluation of indicators of impairment

 

The evaluation of asset carrying values for indicators of impairment requires that management makes significant judgments in assessing whether changes to certain factors would be considered an indicator of impairment which includes both internal and external factors such as: a reduction in quantity of the recoverable reserves and resources; a reduction in metal prices; increases to forecasted capital and operating costs; and delays to the timing of achieving commercial production. If impairment indicators are identified, impairment testing is required. The recoverable amount of the cash-generating unit to which the assets belong that is used in the impairment testing is determined as the higher of its fair value less costs of disposal and its value in use. During the period ended September 30, 2026, no indicators of impairment were identified on the Company’s property, plant and equipment.

 

Revenue

 

The determination that mining and processing demonstration services in relation to the Nuton Stage 2 arrangement are an output of the Company’s ordinary activities was based on management’s judgement. This determination was made as these services are currently a significant component of the Company’s operation. As a result, management has included this in revenues (See Note 3).

 

The Company has applied judgement that it is the principal in the Option Agreement as it controls and operates the assets of JCM throughout Stage 2 and has control of the copper cathode before it is sold to the offtaker. As a result, the company recognizes revenues and associated expenses on a gross basis.

 

Liquidity

 

The assessment of the Company’s ability to continue as a going concern involves judgment as it relies on the Company’s estimation of future cash flows for at least the next 12 months from the financial statement date, and the availability of funds to meet those cash flow requirements. Management evaluated the effect of the overall working capital amounts related to Nuton and the JCM Stage 2 arrangement, as well as the Triple Flag stream obligations and determined they do not immediately impact the Company’s liquidity.

 

8
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Key Sources of Estimation Uncertainty

 

Valuation of Nuton Stage 2 arrangement funding

 

For the Nuton Stage 2 funding received, the borrowing is initially recognized at fair value based on the present value of future cashflows, with the residual representing deferred mining and processing demonstration services revenue. The key assumptions used to measure the fair value of the borrowing are future copper prices, the Johnson Camp Mine production profile for Stage 2 work program, expected operating costs for the Stage 2 work program and the discount rate. The borrowing is subsequently accounted for at fair value through profit and loss as the arrangement is exposed to changes in operational and market assumptions. The deferred mining and processing demonstration services revenue is amortized on a units of production basis over the course of Stage 2. The production profile for the Stage 2 work program is based on a mineral resource model only, and therefore there is increased risk and uncertainty in achieving anticipated mineral recoveries.

 

Stream Obligation

 

The carrying value of the stream obligation represents management’s best estimate of the fair value of the arrangement. The fair value incorporates the Company’s estimates of the copper forward price curve, the long-term copper price volatility, the discount rate, which factors in the Company’s credit spread and the Johnson Camp Mine and Gunnison open-pit life of mine production, schedules and expectations including expansion plans and a significant assumption of weighted probability of successfully achieving the production schedules (See Note 11). The underlying production profiles used for the basis of the stream obligation are based on mineral resource models only and therefore there is increased risk and uncertainty in achieving mineral recoveries.

 

Decommissioning and Restoration Obligation (“DRO”)

 

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability. The provision reflects estimates of future costs directly attributable to remediating the liability, inflation, assumptions of risks associated with the timing of future cash outflows, and the applicable risk-free interest rates for discounting future cash outflows. Changes in the factors above can result in a change to the provision recognized by the Company. To the extent the carrying value of the related mining property is not increased above its recoverable amount, changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amount of related mining properties (See Note 12).

 

Valuation of Inventory

 

Inventory is carried at the lower of cost and net realizable value (NRV). The determination of NRV for stockpiled ore and heap leach inventory includes management’s best estimate of significant assumptions including recoverable pounds of copper, costs of completion and future copper prices.

 

The determination of the long-term inventory for heap leach inventory represents management’s best estimate of the timing of copper recoveries based on the recovery curve, ore properties and heap leach conditions.

 

9
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

3.REVENUES

 

The summary for revenues for the three and nine months ended September 30, 2026 and 2025 are summarized below:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2026   2025   2026   2025 
Copper cathode  $21,295   $1,643   $45,824   $2,049 
Deferred mining and processing demonstration service revenue   14,743    1,091    33,645    1,091 
Limestone and rock products   96    128    381    405 
Revenues  $36,134   $2,862   $79,850   $3,545 

 

4.COST OF SALES

 

The summary for cost of sales for the three and nine months ended September 30, 2026 and 2025 are summarized below.

 

  

Three months ended

September 30

  

Nine months ended

September 30,

 
   2026   2025   2026   2025 
Production costs  $8,297   $3,291   $21,172   $3,765 
Royalties and selling costs   4,046    281    7,268    585 
Inventory valuation adjustment   -    4,876    -    5,148 
Cost of Sales  $12,343   $8,448   $28,440   $9,498 

 

5.INVENTORY

 

The summary for inventory as at September 30, 2026 and December 31, 2025 are summarized below.

 

   September 30, 2026   December 31, 2025 
         
Materials and supplies  $2,194   $3,070 
Stockpile material   12,402    3,473 
Heap leach   44,596    11,598 
Copper in solution   1,158    967 
Finished goods   1,124    815 
   $61,474   $19,923 
           
Disclosed as non-current          
           
Stockpile material  $3,319    - 
Heap leach   8,233    2,099 
   $11,552   $2,099 

 

10
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

6.PROPERTY, PLANT AND EQUIPMENT

 

   Land & Mineral Properties   Plant   Vehicles & Mobile Equipment   Office Equipment & Capitalized Leases   Gunnison Construction   Johnson Camp Mine Construction in Progress   Total 
Cost                                   
At January 1, 2025   9,975    12,242    584    1,366    16,444    73,713    114,324 
Additions   -    45    546    14    -    136,276    136,881 
Change in Decommissioning and Restoration Obligation   (2,718)   -    -    -    -    -    (2,718)
At December 31, 2025   7,257    12,287    1,130    1,380    16,444    209,989    248,487 
                                    
Accumulated Depreciation                                   
At January 1, 2025   (695)   (114)   (584)   (815)   -    (206)   (2,414)
Depreciation   -    -    (67)   (229)   -    -    (296)
At December 31, 2025   (695)   (114)   (651)   (1,044)   -    (206)   (2,710)
Net carrying amount   6,562    12,173    479    336    16,444    209,783    245,777 
                                    
Cost                                   
At January 1, 2026   7,257    12,287    1,130    1,380    16,444    209,989    248,487 
Additions   -    -    157    284    -    16,813    17,254 
Change in Decommissioning and Restoration Obligation   127    -    -    -    -    -    127 
At September 30, 2026   7,384    12,287    1,287    1,664    16,444    226,802    265,868 
                                    
Accumulated Depreciation                                   
At January 1, 2026   (695)   (114)   (651)   (1,044)   -    (206)   (2,710)
Depreciation   -    -    (62)   (110)   -    -    (172)
At September 30, 2026   (695)   (114)   (713)   (1,154)   -    (206)   (2,882)
Net carrying amount   6,689    12,173    574    510    16,444    226,596    262,986 

 

7.RESTRICTED CASH

 

As of September 30, 2026, the Company has restricted cash deposits of $10,837 (December 31, 2025 - $10,698) as collateral to secure the issuance of reclamation bonds totaling $18,303 (December 31, 2025 -$18,303).

 

11
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

8.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   September 30, 2026   December 31, 2025 
Accounts payable and accrued liabilities  $3,538   $2,006 
Lease liabilities   205    124 
   $3,743   $2,130 
           
Disclosed as non-current          
Lease liabilities  $-   $11 
Due to Nuton   7,895    2,197 
   $7,895   $2,208 

 

Accounts payable and accrued liabilities include the Company’s current and non-current obligations to suppliers of goods or services acquired on trade credit for goods received or services provided that have been invoiced but not yet paid, not relating to the JCM Mine and Nuton Stage 2 work program. Due to Nuton of $7,895 (December 31, 2025 - $2,197) is for cash and interest earned on collateral paid by Nuton for Johnson Camp Mine and Gunnison Copper Project environmental bonding. The amounts due to Nuton are separate to the Nuton stage 2 framework and are not considered direct or indirect stage 2 work program costs (Note 10). The Company is required to repay Nuton the funded collateral and accrued interest once all reclamation process costs are funded and remediation obligations are completed.

 

9.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - NUTON

 

Accounts payable and accrued liabilities - Nuton include the Company’s current obligations to suppliers of goods or services acquired on trade credit for goods received or services provided that have been invoiced but not yet paid, which relate to the JCM Mine operations and Nuton Stage 2 work program as well as certain corporate payables which are reimbursable by Nuton.

 

   September 30, 2026   December 31, 2025 
Accounts payable - Nuton  $2,140   $11,483 
Accrued liabilities - Nuton   10,509    16,129 
   $12,649   $27,612 

 

10.NUTON PROJECT

 

Johnson Camp Mine – Stage 2

 

Infrastructure Payment

 

On July 31, 2023, the Company entered into an Option Agreement (the “Option Agreement”) with Nuton to further evaluate the use of its Nuton™ copper heap leaching technologies at Gunnison’s JCM Mine. Under the Option Agreement, Gunnison remains the operator and Nuton funds Gunnison’s costs associated with a two-stage work program at JCM. Stage 1 was completed in 2024 and on May 15, 2024, Nuton elected to proceed to Stage 2 of the existing Option Agreement. After the completion of Stage 2, Nuton, in its sole and absolute discretion may elect to form a joint venture on JCM per mutually agreeable terms whereby Nuton will hold an initial 49% and Gunnison an initial 51%, or terminate the Option Agreement by providing notice to the Company in accordance with the terms of the Option Agreement

 

12
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Nuton made a non-refundable $5,000 payment to the Company for the non-exclusive access to existing infrastructure at the Johnson Camp mine for the Stage 2 work program. Nuton is also responsible for funding all of Gunnison’s costs associated with Stage 2. The full Stage 2 work program is anticipated to take up to 73 months, and, if successful, will demonstrate key elements of the Nuton technologies at industrial scale. Stage 2 includes construction of a leachpad and related infrastructure, mining and heap leach processing, refurbishment of the SX/EW plant, and production of finished copper cathode. As at September 30, 2026 there are 43 months remaining in the stage 2 program.

 

The Company has accounted for the $5,000 non-refundable payment as deferred income and will amortize the amount over the 73 months anticipated for the Stage 2 program on a straight-line basis. During the nine months ended September 30, 2026, the Company recognized income of $617 (nine months ended September 30, 2025 - $616). During the three months ended September 30, 2026, the Company recognized income of $205 (three months ended September 30, 2025 - $205), relating to the amortization of the $5,000 infrastructure access payment received.

 

Nuton Stage 2 - Deferred Income (Infrastructure Payment)  September 30, 2026   December 31, 2025 
Balance, beginning of period  $3,664   $4,486 
Nuton access rights   -    - 
Deferred income   (617)   (822)
Balance, end of period  $3,047   $3,664 
           
Current   822    822 
Non current   2,225    2,842 

 

Stage 2 Funding

 

The Company also receives from Nuton quarterly pre-payments based on the approved work program budget for Stage 2. Each time Stage 2 proceeds are received as advances or additional attributable costs are incurred by Nuton directly and relate to Stage 2 (Nuton managed costs), a Stage 2 project payable is recognized at fair value, with a residual amount allocable to deferred mining and processing demonstration services revenue (representing the estimated selling price, including margin for mine processing services relating to the demonstration of Nuton’s technology). The borrowing is subsequently accounted for at fair value through profit and loss. The deferred mining and processing demonstration services revenue is amortized over the expected payback schedule, based on units of production. Stage 2 construction costs are capitalized to construction in progress and subsequently transferred to the relevant property, plant and equipment category once assets are ready for their intended use. Prior to the amendment effective September 30, 2025 discussed below, Nuton was to receive 100% of the net revenue generated from commercial quantities of copper products produced from JCM as a result of the Stage 2 work program, until recoupment of the Stage 2 work program funding (subject only to payments by the Company owing under any existing royalty or streaming obligations (Note 11)). Once, and if, the Stage 2 work program funding is repaid, the Company retains any additional copper revenue. The assumptions used in the measurement of the liability are the Johnson Camp Mine production profile for Stage 2 which is based on the information compiled by qualified persons, expected operating costs, future copper prices and the discount rate.

 

Management and Nuton have agreed that Nuton will fund agreed upon direct and indirect costs of the Company for the Stage 2 Work Program pursuant to a budget approved by Nuton from May 15, 2024 for the duration of the Stage 2 Work Program.

 

13
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Effective September 30, 2025 the Company and Nuton signed an amendment to the Operating Agreement which changed the timing of Stage 2 Work Program funding from a gross to net basis.

 

On September 15, 2026, the Company and Nuton executed the fifth amendment to the Option Agreement, pursuant to which an additional 3 million tons of copper-bearing material were added to the Stage 2 mine plan at Johnson Camp Mine. In consideration for this amendment, Nuton agreed to provide $8 million in additional funding to the Company, which is expected to be utilized to support the Gunnison Project. The $8 million was received subsequent to quarter-end on October 15.

 

While Nuton continues to fund 100% of the agreed direct and indirect costs for the Stage 2 Work Program (subject to their election to continue the program), under the revised net funding mechanism, the Company holds and uses 100% of the copper revenue generated (subject only to payments by the Company owing under any existing third party royalty or streaming obligations (Note 11)) to reduce the agreed upon pre-payment on a quarterly basis. In the event expenditures are less than the net copper revenues, the Company is required to repay those amounts on quarterly basis. The timing of these estimated repayments form the basis of measurement of the Nuton Stage 2 Payable subsequent to the contract amendment on September 30, 2025. The assumptions used in the measurement of the liability continue to be the Johnson Camp Mine production profile for Stage 2 which is based on the information compiled by qualified persons, expected operating costs, future copper prices and the discount rate.

 

During the nine months ended September 30, 2026 $64,956 was received. Nuton managed costs of $9,821 (September 30, 2025 - $12,155) were incurred by Nuton primarily for offsite development and assembly of specialized equipment that will be installed at Johnson Camp Mine. In addition, there was a net decrease of $12,652 in the due from Nuton accounts receivable related to accrued Stage 2 costs incurred as at September 30, 2026, but not yet funded by Nuton. Both the Nuton controlled costs and the due from Nuton costs are recoverable by Nuton from the sales revenue of Johnson Camp Mine. The total increase in Nuton stage 2 funding for the nine months ended September 30, 2026 was $59,522 (nine months ended September 30, 2025 – $123,720). Of the amounts recognized in the period ended September 30, 2026, no amounts were recognized to the Nuton Stage 2 Payable and, $59,522 was allocated to deferred revenue. In the nine months ended September 30, 2026, $5,434 was reclassified as Due to Nuton reflecting Nuton Collateral funding received by the Company in previous periods but not eligible to be repaid from the Stage 2 copper revenue generated (Note 8).

 

During the nine months ended September 30, 2026, $33,645, has been recognized on a unit of production basis in revenue, representing the value of the mining and processing demonstration services provided by the Company to Nuton. For the three months ended September 30, 2026, $14,743 was recognized to revenue (three and nine months ended September 30, 2025 - $1,091). For the nine-month period ended September 30, 2026, a fair value gain was recognized through profit and loss of $15,191 (nine months ended September 30, 2025 – ($9,899)), and in the three-month period a gain of $4,963 (three months ended September 30, 2025 – ($4,743)) was recognized based on the revaluation of the Nuton Stage 2 Payable to fair value at September 30, 2026. Management determined the fair value of the Nuton Stage 2 payable at September 30, 2026, using a discount rate of 17%.

 

Nuton Stage 2 Payable  September 30, 2026   December 31, 2025 
Balance, beginning of period  $46,423   $38,423 
Recognized during the period   -    94,982 
Modified due to amendment   -    (110,237)
Fair value (gain) loss on Nuton Stage 2 payable   (15,191)   23,255 
Balance, end of period  $31,232   $46,423 
           
Current   -    - 
Non current   31,232    46,423 

 

14
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Nuton Stage 2 - Deferred revenue  September 30, 2026   December 31, 2025 
Balance, beginning of period  $183,039   $7,134 
Recognized at time of receipt   62,125    70,141 
Reclassified to Due to Nuton   (5,434)   - 
Modified due to amendment   -    110,237 
Recognized to revenue   (33,645)   (4,473)
Balance, end of period  $206,085   $183,039 
           
Current   59,992    44,306 
Non current   146,093    138,733 

 

Gunnison Sulfide Viability – Stage 1

 

On March 13, 2025, the Company received $3,000 from Nuton for a Stage 1 viability testing program of Nuton Technologies on sulfide mineralization at the Stage 1 Gunnison Program.

 

The Company has accounted for the $3,000 as deferred income and will amortize the amount over the 22 months anticipated for the Stage 1 program on a straight-line basis. During the nine months ended September 30, 2026, the Company recognized income of $1,206 (nine months ended September 30, 2025 – $939), relating to the amortization of the $3,000 payment received. During the three months ended September 30, 2026, the Company recognized income of $402 (three months ended September 30, 2025 – $402), relating to the amortization of the $3,000 payment received.

 

Gunnison Sulfide Viability - Stage 1 - Deferred Income  September 30, 2026   December 31, 2025 
Balance, beginning of period  $1,659   $- 
Recognized on inception   -    3,000 
Deferred income   (1,206)   (1,341)
Balance, end of period  $453   $1,659 
           
Current   453    1,609 
Non current   -    50 

 

11.DERIVATIVE LIABILITIES

 

Stream

 

On October 30, 2018 the Company entered into an agreement for a $75,000 project financing package (collectively, the “Financing”) with Triple Flag Mining Finance Bermuda Ltd. (“Triple Flag”) for the purposes of developing the Gunnison Copper Project. The Financing consisted of a $65,000 copper metal stream (the “Stream”) and a concurrent $10,000 private placement of common shares.

 

Under the terms of the metals purchase and sale agreement (the “Stream Agreement”) between Triple Flag and Gunnison and its subsidiary Excelsior Arizona, Triple Flag paid $65,000 against the future sale and delivery by Excelsior Arizona of a percentage of the refined copper production generated from the mining of oxide mineralization from Gunnison’s Projects owned at the time of executing the Stream Agreement. Gunnison will sell to Triple Flag a percentage of refined copper at a price equal to 25% of the copper spot price. The exact percentages of copper production to be sold to Triple Flag varies according to the total production capacity, based on a sliding scale. Under the terms of the stream agreement, Triple Flag has the option to increase the delivery amount of the Stream (the “expansion option”). To exercise the expansion option Triple Flag must pay the company an additional $65,000. The expansion option is subject to termination at the exercise of the buyback option, discussed below.

 

15
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

On May 5, 2026, the Company entered into a buyback option agreement with Altius Royalty Corporation and Triple Flag entities, providing the Company with the right to reduce certain existing royalties and terminate the expansion-related stream option at its Gunnison Copper Project in Arizona. The agreement grants the Company the option to reduce the 3.0% Triple Flag gross revenue royalty to 2.0%, reduce the Altius gross revenue royalty by 0.5%, as well as to terminate Triple Flag’s expansion option. The Parties intend that the foregoing options be exercisable only as a single, indivisible package and only in connection with a qualifying change of control transaction announced on or before March 31, 2028. The total consideration payable upon exercise is $65,000.

 

The percentages applicable at certain production levels are detailed in the table below.

 

Scenario Description  Stage 1
(25M lbs/yr)
   Stage 2
(75M lbs/yr)
   Stage 3
(125M lbs/yr)
 
Stage 1 Upfront Deposit   16.50%   5.75%   3.50%

 

The stream obligation is recorded at fair value at each statement of financial position date as the Company has determined that the stream obligation is a derivative liability carried at fair value through profit or loss (FVTPL).

 

As at September 30, 2026 the fair value of the stream obligation was valued using a Monte Carlo simulation model. The significant assumptions developed by management used in the Monte Carlo simulation model included: the copper forward price curve, the long-term copper price volatility of 24.34% (December 31, 2025 – 24.55%), a discount rate which factors in the Company’s credit spread of 6.80% (December 31, 2025 – 6.77%) and the Johnson Camp Mine and Gunnison open-pit life of mine production schedules and expectations including expansion plans, weighted probability of successfully achieving the production schedules and the probability of the exercise of the buyback option.

 

The Monte Carlo simulation model was prepared by an independent valuation specialist and the life of mine production schedules and expectations including expansion plans are based on the information compiled by qualified persons. The mine production assumptions used are as follows: (a) Gunnison Copper Project stream deliveries based on the open pit PEA published in Q1 2026 beginning in 2032 for a 21 year mine life with a probability weighting; (b) Johnson Camp Mine Nuton Stage 2 with a remaining four year mine life with a probability weighting and (c) Johnson Camp Mine post-stage 2 production for a 13 year mine life with a probability weighting (d) the probability of the exercise of the expansion option of the stream delivery amount.

 

16
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

The following table summarizes the fair value of the derivative liabilities, relating to the stream, during the period ended September 30, 2026:

 

Derivative liabilities - Stream    
Fair value at December 31, 2024  $59,383 
Deliveries   (793)
Loss during the period   19,473 
Fair value at December 31, 2025  $78,063 
Deliveries   (4,598)
Loss during the period   25,711 
Fair value at September 30, 2026  $99,176 
      
Current   12,580 
Non current   86,596 

 

As at September 30, 2026, the current portion of the derivative liabilities is $12,580 based upon the production schedules and other inputs used in the valuation.

 

Pursuant to the Stream Agreement, the Company is required to maintain a leverage ratio of 3.5:1.0. The leverage ratio is calculated as the ratio of indebtedness of the Company to net income (adjusted for certain items). On November 30, 2023, the Company and Triple Flag executed an amendment to the Stream Agreement which suspends the applicability of the leverage ratio until September 30, 2026 (the “Leverage Ratio Grace Period”).

 

Following expiry of the grace period, the Company was in compliance with the leverage ratio covenant, as all indebtedness included in the calculation had been fully repaid before September 30, 2026. Nuton liabilities do not constitute indebtedness under the Stream Agreement and are therefore excluded from the leverage ratio calculation.

 

Following full repayment of the Second ARCA principal, the associated debt covenants no longer apply.

 

Warrants

 

The following table summarizes the fair value of the derivative liabilities, relating to warrants, during the period ended September 30, 2026:

 

Derivative liabilities - Warrants    
Fair value at December 31, 2024  $- 
Issued   5,165 
Loss during the period   2,489 
Fair value at December 31, 2025  $7,654 
Warrants exercised  $(492)
Gain during the period   (992)
Fair value at September 30, 2026  $6,170 
      
Current   6,170 
Non current   - 

 

As at September 30, 2026, the derivative liability warrants were valued at $6,170, a corresponding gain of $992 (September 30, 2025 – loss $1,652) has been recognized in the financial statements for the nine months ended September 30 2026, three months ended September 30, 2026, a loss of $1,765 was recognized (three months September 30, 2025 - $1,435) . The stock price at the time of revaluation was $0.46 (December 31, 2025 -$0.42) , the risk-free rate of return used was 4.54% (December 31, 2025 – 3.48%) and the annualized volatility was 76.07% (December 31, 2025 - 90.62%).

 

17
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

12.DECOMMISSIONING AND RESTORATION OBLIGATION

 

The Company’s decommissioning and restoration obligation (DRO) represents management’s best estimate of the present value of costs that are expected to be incurred for mine closure and reclamation and rehabilitation costs for the Gunnison Copper Project and JCM. The primary assumptions that affect the present value calculation are the inflation rate and the discount rate. For the update prepared as of September 30, 2026, the Company used a long term inflation rate of 2.0% (December 31, 2025– 2.0%) and a discount rate of 5.00% (December 31, 2025 – 3.55%) and 5.68% (December 31, 2025 – 4.79%) in calculating the present value of the obligation of the Gunnison Copper Project and Johnson Camp Mine, respectively. The current inflation rate used is based on target inflation rates set by the Federal Reserve. The discount rate is based on the 3-year and 20-year treasury bond index.

 

As of September 30, 2026 the Company reviewed the assumptions used in the present value calculation for the projects and adjusted the obligation to $13,592. The update resulted in a net increase of $639, primarily due to changes in rates and estimates of $127 and accretion of $512.

 

For Gunnison Copper Project, the estimated undiscounted reclamation obligation related to the wellfield is $3,566 (December 31, 2025 - $3,566). The costs and activities are expected to begin in three years. As of September 30, 2026, the discounted reclamation obligation is $3,341.

 

For Johnson Camp Mine, the estimated undiscounted reclamation obligation is $17,540 (December 31, 2025 - $14,729). The costs and activities related to the leach pads are expected to begin the year after the final year of mine life and the other activities are expected to begin three years after the final year of mine life. . As of September 30, 2026, the discounted reclamation obligation is $10,252.

 

Changes in the ARO for the period ended September 30, 2026, and the year ended December 31, 2025, are summarized below.

 

Decommissioning and restoration obligation  September 30, 2026   December 31, 2025 
Balance, beginning of period  $12,953   $14,916 
Change in estimate   127    (2,718)
Accretion expense   512    755 
Balance, end of period  $13,592   $12,953 

 

13.DEBT

 

Nebari Credit Facility

 

During the nine months ended September 30, 2026, the Company settled all outstanding principal and interest owed on the Nebari Credit facility. Principal of $3,750 was converted into 17,882,685 shares, in accordance with the terms of the Second ARCA and final interest of $25 was paid in full discharging the Company’s obligations under the credit facility. A gain of $208 was recognized upon derecognition.

 

18
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Debt    
Balance, December 31, 2025  $3,958 
Conversion of debt to equity   (3,750)
Gain on derecognition of debt   (208)
Balance, September 30, 2026  $- 

 

14.DEBENTURES

 

Changes in the debentures for the nine months ended September 30, 2026, and year ended December 31, 2025, are summarized below.

 

Debentures  September 30, 2026   December 31, 2025 
Balance, beginning of period  $6,503   $5,308 
Accretion   813    1,195 
Settlement   (7,365)   - 
Loss on derecognition of debentures   49      
Balance, end of period  $-   $6,503 
           
Current   -    6,503 
Non current   -    - 

 

The debentures were settled through a combination of cash and equity. The company settled $5,319 of principal and accrued interest in cash and the remaining $2,046 was converted to 9,535,929 shares.

 

15.CAPITAL STOCK AND OTHER EQUITY RESERVES

 

Common Shares

 

The authorized share capital of the Company consists of an unlimited number of common shares with no par value and an unlimited number of non-voting common shares with no par value. As of September 30, 2026, there were 515,053,821 common shares outstanding and nil non-voting common shares outstanding. During the nine-month period ended September 30, 2026 the company issued:

 

●17,882,685 shares were issued for the conversion of $3,750 in principal (Note 13).
●2,066,540 shares were issued upon the exercise of warrants in the period for proceeds of $683.
●569,791 shares were issued upon the exercise of stock options for proceeds of $27.
●82,144,500 shares issued in the June 2026 offering for net proceeds of $23,240.
●9,535,929 shares were issued for the conversion of $2,046 in debenture principal (Note 14).

 

Stock Options

 

The Company’s stock option plan (the “Plan”) provides for the grant of incentive stock options to employees, consultants, officers, and directors of the Company. The Plan reserves for issuance, along with the Company’s other Security-Based Compensation Plans, a maximum of 10% of the issued and outstanding Common Shares at the time of a grant of options.

 

Options granted under the Plan have a maximum term of ten years. The exercise price of the options is determined by the Board of Directors and is not less than the closing price of the common shares on the last trading day prior to the date the options are granted. The vesting terms are at the Board of Directors’ discretion.

 

19
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

The Plan is an evergreen plan which provides that if any option has been exercised, then the number of common shares into which such option was exercised shall become available to be issued upon the exercise of options subsequently granted under the Plan. The Plan will operate in conjunction with the Restricted Share Unit Plan (the “RSU Plan”) and the Performance Share Unit Plan (the “PSU Plan”). The Stock Option Plan, RSU Plan and PSU Plan are collectively referred to as the “Security-Based Compensation Plans”.

 

The following is a summary of stock option activity for the nine month period ended September 30, 2026, and the year ended December 31, 2025:

 

   Number of Options   Weighted average Exercise Price (CAD$) 
Outstanding, December 31, 2024   19,075,000   $0.38 
Granted   16,195,000   $0.30 
Expired   (9,240,000)  $0.51 
Outstanding, December 31, 2025   26,030,000   $0.28 
Granted   11,227,198   $0.43 
Expired   (3,615,209)  $0.35 
Exercised   (569,791)  $0.23 
Outstanding, September 30, 2026   33,072,198   $0.32 
Exerciseable, September 30, 2026   15,703,750   $0.27 

 

 

During the nine months period ended September 30, 2026, 569,791 options were exercised for proceeds of $27. Included in this amount was 344,791 exercised for the issuance of common shares through an exchange for substituted rights in connection with a stock option exercise.

 

As of September 30, 2026, the following stock options were outstanding and exercisable:

 

Outstanding   Exercisable   Exercise Price  Remaining life (years)   Expiry Date
 535,000    535,000   CAD$  $0.410    0.25   December 31, 2026
 550,000    550,000   CAD$  $0.270    0.59   May 2, 2027
 200,000    200,000   CAD$  $0.230    0.59   May 2, 2027
 4,165,000    4,165,000   CAD$  $0.260    1.34   February 1, 2028
 3,300,000    3,300,000   CAD$  $0.150    2.93   September 3, 2029
 8,495,000    4,247,500   CAD$  $0.300    3.52   April 7, 2030
 3,000,000    1,500,000   CAD$  $0.300    3.62   May 14, 2030
 500,000    250,000   CAD$  $0.300    3.83   July 30, 2030
 500,000    250,000   CAD$  $0.300    3.83   July 31, 2030
 100,000    25,000   CAD$  $0.285    4.14   November 19, 2030
 500,000    500,000   CAD$  $0.390    4.20   December 11, 2030
 725,000    181,250   CAD$  $0.580    4.34   February 2, 2031
 6,152,198    -   CAD$  $0.430    4.51   April 3, 2031
 1,100,000    -   CAD$  $0.440    4.64   May 22, 2031
 500,000    -   CAD$  $0.410    4.70   June 12, 2031
 1,000,000    -   CAD$  $0.385    4.75   June 29, 2031
 1,750,000    -   CAD$  $0.385    4.75   June 30, 2031
 33,072,198    15,703,750                 

 

The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for the risk-free interest rate, dividend yield, expected volatility, forfeiture rate, and expected life of the options.

 

20
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

During the nine months ended September 30, 2026, the company issued 11,227,198 stock options at a fair value of CAD$3,118. The risk-free rate for these options ranged from 2.92% and 3.17%. The dividend yield was 0.00%. The expected volatility ranged from 79.43% and 79.79%. The forfeiture rate ranged from 9.31% to 9.82% and the vesting terms of the options is 24 months from the grant date.

 

The Company recognized share-based compensation costs of $1,431 for the nine months ended September 30, 2026 (September 30, 2025 - $870) of which $79 (September 30, 2025 – $10) was included in cost of sales. During the three months ended September 30, 2026 the company recognized share-based compensation costs of $670 (September 30, 2025 - $751) of which $32 (September 30, 2025 – $nil) was included in cost of sales.

 

Earnings per share

 

   For the three months ended   For the nine months ended 
Earnings per share  September 30, 2026   September 30, 2025   September 30, 2026   September 30, 2025 
Weighted average common shares outstanding                    
Basic   505,517,892    361,460,874    458,120,368    361,460,874 
Plus incremental shares from:                    
Assumed conversion: Stock options   15,522,500    -    15,522,500    - 
Assumed conversion: Warrants   17,823,505    -    17,823,505    - 
Diluted weighted average common shares outstanding   538,863,897    361,460,874    491,466,373    361,460,874 

 

The calculation of dilutive weighted-average number of common shares excludes the impact of 36,946,910 shares for the nine months ended September 30, 2026 (September 30, 2025 –nil). The shares excluded relate to stock options and warrants as the exercise price related to the particular security exceeded the market price of the Company’s common shares at September 30, 2026, or the inclusion of the share units had an anti-dilutive effect on net income.

 

Restricted share units

 

During the nine-month period ended September 30, 2026 the Company issued 1,866,268 Restricted share units.

 

The vesting terms of the units are:

 

●50% of the units vest 12 months from the grant date
●50% 24 months from the grant date.

 

As at September 30, 2026, the company has recognized a restricted share unit liability and corresponding expense, as part of share based compensation, of $224 in the nine months ended September 30, 2026 and $136 in the three months ended September 30, 2026 (three and nine months ended September 30, 2025 - $nil).

 

Performance share units

 

During the nine months ended September 30, 2026, the company issued 895,422 performance share units. The vesting terms of the units are:

 

●50% of the PSUs shall vest on April 3, 2027, provided that the amount of PSUs vested shall be adjusted by multiplying the number of PSUs by a percentage equal to the holder’s performance for the year ended December 31, 2026 that is approved by the Board of Directors.
●50% of the PSUs shall vest on April 3, 2028, provided that the amount of PSUs vested shall be adjusted by multiplying the number of PSUs by a percentage equal to the holder’s performance for the year ended December 31, 2027 that is approved by the Board of Directors

 

As at September 30, 2026, the company has recognized a performance share unit liability and corresponding expense, as part of share based compensation, of $107 in the nine months ended September 30, 2026 and $65 in the three months ended September 30, 2026 (three and nine months ended September 30, 2025 - $nil). Performance share units are subject to adjustment based on a performance multiplier.

 

21
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Warrants

 

The following is a summary of warrant activity for the nine months ended September 30, 2026, and the year ended December 31, 2025:

 

   Number of warrants   Weighted average Exercise Price (CAD$) 
         
Outstanding, December 31, 2025   56,655,706   $0.50 
Exercised   (2,066,540)  $0.45 
Outstanding, September 30, 2026   54,589,166   $0.50 
Exerciseable, September 30, 2026   54,589,166   $0.50 

 

During the nine months ended September 30, 2026, 2,066,540 shares were issued on the exercise of 2,066,540 warrants with a weighted average exercise price of $0.45. The proceeds from the warrants exercised were CAD$930. The stock price at the time of revaluation was $0.46, the risk-free rate of return used was 4.54%, and the annualized volatility was 76.07%.

 

16.RELATED PARTY TRANSACTIONS

 

Related parties and related party transactions are summarized below.

 

Key Management Personnel

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Company has determined that key management personnel consists of the Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer and President, SVP Business Development, Interim Chief Financial Officer, SVP/Chief Operating Officer, SVP Permitting and External Affairs, and Corporate Secretary.

 

Remuneration attributed to key management personnel is summarized as follows:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2026   2025   2026   2025 
Salaries, fees and benefits  $1,245   $514   $3,198   $1,013 
Share-based compensation   540    742    1,095    752 
Restricted and performance share units   201   $-    331    - 
Total  $1,986   $1,256   $4,624   $1,765 

 

Salaries, fees and benefits to key management includes all salaries, bonuses, fees, and other employment benefits, pursuant to contractual employment agreements, consultancy or management services arrangements.

 

As of September 30, 2026, amounts accrued and due to key management personnel and other related parties include the following:

 

●Directors and Officers - $858 (December 31, 2025 - $172)

 

22
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

17.FINANCING EXPENSES

 

Financing expenses for the three and nine months ended September 30, 2026 and 2025 are summarized below.

 

   Three months ended
September 30,
  

Nine months ended

September 30,

 
Financing Expenses  2026   2025   2026   2025 
Nebari debt interest and accretion  $-   $632   $25   $1,804 
Debenture accretion   124    309    813    871 
ARO accretion   189    188    512    610 
Other interest   2    6    4    20 
Total  $315   $1,135   $1,354   $3,305 

 

18.SEGMENTED INFORMATION

 

The Company operates in two reportable operating segments in the United States: (a) Gunnison and (b) Johnson Camp Mine cash generating units. Corporate and other activities include the Company’s exploration activities. Corporate activities are not considered a segment and are included as a reconciliation to total consolidated results. Accounting policies for each reported segment are the same as those of the Company. Results from operating activities represents the profit earned by each segment without allocation of corporate costs. This is the measure reported to the chief operating decision-maker, Gunnison’s President and Chief Executive Officer, for the purposes of resource allocation and the assessment of segment performance. Total assets and liabilities do not reflect intercompany balances, which have been eliminated on consolidation.

 

The company’s segments are summarized as follows:

 

For the three months ended September 30, 2026
   Gunnison Copper Project  

Johnson

Camp Mine

   Total operating Segments  

Corporate

& Other

   Total 
Revenue  $-   $36,134   $36,134   $-   $36,134 
Cost of Sales   -    (12,343)   (12,343)   -    (12,343)
Income from Mine Operations   -    23,791    23,791    -    23,791 
Operating Expenses   (3,600)   (2,641)   (6,241)   (4,122)   (10,363)
Other Items                         
Gain (loss) on derivative at fair value   386    (4,754)   (4,368)   (1,765)   (6,133)
Financing expense   -    (189)   (189)   (126)   (315)
Interest income   -    58    58    149    207 
Unrealized loss on foreign exchange   -    -    -    5    5 
Fair value gain on Nuton Stage 2 payable   -    4,963    4,963    -    4,963 
Gain on extinguishment of Debt   -    -    -    -    - 
Other income (loss)   -    593    593    (9)   584 
Income (loss) and comprehensive Income (loss) for the period  $(3,214)  $21,821   $18,607   $(5,868)  $12,739 

 

23
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

For the nine months ended September 30, 2026
   Gunnison Copper Project  

Johnson

Camp Mine

   Total operating Segments  

Corporate

& Other

   Total 
Revenue  $-   $79,850   $79,850   $-   $79,850 
Cost of Sales   -    (28,440)   (28,440)   -    (28,440)
Income from Mine Operations   -    51,410    51,410    -    51,410 
Operating Expenses   (5,616)   (7,484)   (13,100)   (7,550)   (20,650)
Other Items                         
Gain (loss) on derivative at fair value   10,343    (31,456)   (21,113)   991    (20,122)
Financing expense   -    (510)   (510)   (844)   (1,354)
Interest income   -    184    184    277    461 
Unrealized loss on foreign exchange   -    -    -    (75)   (75)
Fair value gain on Nuton Stage 2 payable   -    15,191    15,191    -    15,191 
Gain on extinguishment of Debt   -    -    -    208    208 
Other income (loss)   31    2,047    2,078    359    2,437 
Income (loss) and comprehensive Income (loss) for the period  $4,758   $29,382   $34,140   $(6,634)  $27,506 

 

September 30, 2026
   Gunnison Copper Project  

Johnson

Camp Mine

   Total operating Segments  

Corporate

& Other

   Total 
Cash  $-   $7,395   $7,395   $16,113   $23,508 
Current Assets   492    79,666    80,158    17,328    97,486 
Property, plant and equipment   16,444    246,402    262,846    140    262,986 
Total Assets   20,037    345,211    365,248    17,613    382,861 
Current Liabilities   1,208    86,686    87,894    9,594    97,488 
Total Liabilities   31,472    343,866    375,338    9,893    385,231 

 

19.FINANCIAL INSTRUMENTS

 

The Company has exposure to a variety of financial risks: market risk (including currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk from its use of financial instruments.

 

This note presents information about the Company’s exposure to each of these risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Risk management is the responsibility of management and is carried out under policies approved by the Board of Directors. Material risks are monitored and are regularly discussed with the Audit Committee and Board of Directors.

 

Market risk

 

Market risk is the risk that changes in market price, such as foreign exchange rates and interest rates will affect the Company’s cash flows or value of its financial instruments.

 

Currency risk

 

The Company is subject to currency risk on financial instruments which are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses relating to these financial instruments would impact earnings (loss).

 

The Company is exposed to currency risk through cash and cash equivalents, accounts payable and accrued liabilities which are denominated in CAD$. The balances in these accounts are not significant, therefore, the Company’s exposure to currency risk is considered minimal. The Company has not hedged its exposure to currency fluctuations at this time.

 

24
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

Interest rate risk

 

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and the stream obligation. The Company’s current policy is to invest excess cash in guaranteed investment certificates issued by its Canadian banking institution. The Company periodically monitors the investment it makes and is satisfied with the credit ratings of its banks.

 

A 1% increase in the discount rate of the Nuton payables would decrease the payables by $770 whereas a 1% decrease in the discount rate would increase the payables by $797.

 

A 1% increase in the risk free rate of the stream liabilities would decrease the derivative liabilities by $4,144, a 1% decrease in the discount rate would increase the derivative liabilities by $4,723.

 

Commodity price risk

 

The Company is subject to commodity price risk from fluctuations in the market prices for copper. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Stream obligation.

 

A 10% increase in the market price of copper would increase Nuton Stage 2 payable by $6,053, whereas a 10% decrease in the market price of copper would decrease Nuton stage 2 payable by $8,749.

 

A 10% increase in the market price of copper would increase derivative liabilities by $7,039, whereas a 10% decrease in the market price of copper would decrease derivative liabilities by $6,957.

 

Credit risk

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, accounts receivable, receivables due from Nuton and restricted cash.

 

The Company limits its exposure to credit risk on financial assets through investing its cash and cash equivalents with reputable North American financial institutions, and recognizing amounts due from Nuton for costs incurred relating to the stage 2 program but not yet funded by Nuton.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient liquidity to meet its liabilities when due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of its financial assets and liabilities. Cash flow forecasting is performed regularly. The Company also holds surety bonds to support future environmental obligations.

 

25
 

 

GUNNISON COPPER CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(Unaudited and expressed in thousands of United States dollars)

 

The Company has the following guaranteed commitments and contractual obligations as of September 30, 2026:

 

Contractual Obligations  Total   Less than 1 year   1-3 years   4-5 years   After 5 years 
Accounts Payable and Accrued Liabilities  $25,145   $17,250   $-   $7,895   $- 
Nuton Stage 2 payable   49,628    -    49,628    -    - 
Debentures   -    -    -    -    - 
Derivative liabilites - Stream   99,176    12,580    86,596    -    - 
Total Contractual Obligations  $173,949   $29,830   $136,224   $7,895   $- 

 

As of September 30, 2026, the Company has current assets of $97,486 (December 31, 2025 – $55,918) to settle current liabilities of $97,488 (December 31, 2025 – $100,299). Included in current assets is cash and cash equivalents of $23,508 (December 31, 2025- $20,613). Cash and cash equivalents consist of $7,395 (December 31, 2025 – $12,551) of Nuton Cash and $16,113 (December 31, 2025 – $8,062) of Non Nuton cash. Current liabilities include $12,649 (December 31, 2025 – $27,612) of accounts payable which relate to direct and indirect costs that are funded by Nuton, and Nuton Deferred income and revenue of $61,267 (December 31, 2025 – $46,737), which represents the Company’s obligation to provide mining and processing demonstration services to Nuton. Nuton cash represents the balance of funding received from Nuton for the direct and indirect cost of operations at the Johnson Camp Mine.

 

Fair value estimation

 

The Company’s financial assets and liabilities are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

 

The three levels of the fair value hierarchy are as follows:

 

  Level 1: Quoted prices in active markets for identical assets or liabilities that the Company is able to access at the measurement date.
     
  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
     
  Level 3: Inputs for the asset or liability that are not based on observable market data.

 

The carrying values of cash and cash equivalents, receivables, restricted cash, accounts payable and accrued liabilities, debt and amounts due to related parties approximate their fair values due to the short-term maturity of these financial instruments. Derivative liabilities and Nuton Stage 2 payable are Level 3.

 

Financial Instruments, September 30, 2026  FVTPL   Level 1   Level 2   Level 3 
Derivative liabilities  $105,346   $-   $      -   $105,346 
Nuton Stage 2 payable   31,232    -    -    31,232 
Short term investments   938    938    -    - 
   $137,516   $938   $-   $136,578 

 

20.SUBSEQUENT EVENTS

 

The Company received $8,000 in funding from Nuton on October 15, 2026. This funding is eligible to be applied to Gunnison or Johnson Camp Mine at management’s discretion.

 

On October 26, 2026, the company commenced trading on the NYSE American under the ticker “GUNN”.

 

26

 

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Craig Hallworth, Chief Executive Officer of Gunnison Copper Corp, certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gunnison Copper Corp. (the “issuer”) for the interim period ended September 30, 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.

 

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b) designed ICFR, or caused it to be designed under our supervision, 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.

 

 
 

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

  (a) a description of the material weakness;
     
  (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
     
  (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 N/A.

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2026

 

“Craig Hallworth” 
Craig Hallworth 
Chief Executive Officer 

 

 

 

 

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Jennifer Hays, Chief Financial Officer of Gunnison Copper Corp, certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gunnison Copper Corp. (the “issuer”) for the interim period ended September 30, 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.

 

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, 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.

 

 
 

 

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

(a)a description of the material weakness;
   
(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
   
(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3N/A.

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2026

 

“Jennifer Hays”  
Jennifer Hays  
Chief Financial Officer  

 

 

 

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