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6-K 1 newpacificmetals6kafs.htm REPORT OF FOREIGN PRIVATE ISSUER FOR THE MONTH OF SEPTEMBER 2025 Filed by e3 Filing, Computershare 1-800-973-3274 - NEW PACIFIC METALS CORP - Form 6-K

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 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: September, 2025

 

Commission File No. 001-40381

 

NEW PACIFIC METALS CORP.
(Translation of registrant’s name into English)

 

Suite 1750 - 1066 W. Hastings Street

Vancouver BC, Canada V6E 3X1

(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  [X]

 

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) [   ]

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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)  [   ]

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 




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.

 

Dated: September 4, 2025 NEW PACIFIC METALS CORP.  
     
  “Jalen Yuan”  
  Jalen Yuan  
  Chief Financial Officer  



 

EXHIBIT INDEX

 

EXHIBITS 99.4, 99.5, 99.6 and 99.7 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-273541), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT DESCRIPTION OF EXHIBIT
99.1 News Release dated September 3, 2025
99.2 Form 52-109F1 Certificate of Annual Filings – full certificate – CEO
99.3 Form 52-109F1 Certificate of Annual Filings – full certificate – CFO
99.4 New Pacific Metals Corp. MD&A for the year ended June 30, 2025
99.5 New Pacific Metals Corp. Financial Statements for the year ended June 30, 2025
99.6 Consent of Alex Zhang, P. Geo.
99.7 Consent of Deloitte LLP

 


 

EX-99.1 2 exhibit99-1.htm NEWS RELEASE DATED SEPTEMBER 4 2025 Exhibit 99.1
Exhibit 99.1


NEWS RELEASE
 

NEW PACIFIC REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS AND YEAR ENDED JUNE 30, 2025

VANCOUVER, BRITISH COLUMBIA – SEPTEMBER 3, 2025: New Pacific Metals Corp. (“New Pacific” or the “Company”) reports its financial results for the three months and year ended June 30, 2025. All figures are expressed in US dollars unless otherwise stated.

FISCAL 2025 HIGHLIGHT

  • The Company filed an independent Preliminary Economic Assessment technical report for its Carangas Project (the "Carangas PEA Technical Report") on November 15, 2024. The Carangas PEA Technical Report is effective September 5, 2024 and was independently prepared by RPMGlobal Limited ("RPMGlobal") in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Highlights of the Carangas PEA Technical Report are as follows:

    • Post-tax net present value ("NPV") (5%) of $501 million and internal rate of return ("IRR") of 26% at a base case price of $24.00/ounce ("oz") silver, $1.25/pound ("lb") zinc, and $0.95/lb lead;

    • 16-year life of mine ("LOM"), excluding 2-years of pre-production, producing approximately 106 million oz ("Moz") of payable silver, 620 million lbs ("Mlbs") of payable zinc and 382 Mlbs of payable lead;

    • Initial capital costs of $324 million and a post-tax paybacks of 3.2 years;

    • Average LOM all-in sustaining cost ("AISC") of $7.60/oz silver, net of by-products; and

    • Approximately 500 direct permanent jobs to be created from the Carangas Project.

  • The Company has taken steps to address the presence of artisanal and small-scale miners ("ASMs") in areas of the Silver Sand Project since 2023. On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an amparo (a constitutional protection action) (the "Amparo") to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the ASMs' have stopped their mining activities and withdrawn from the Silver Sand Project area and the Company has successfully regained access to the area and established a temporary camp. Survey and inspection work has been performed in the area to measure the extent of the impact of the ASMs' activities on the Silver Sand Project's mineral resources, preliminary results indicate the mineralized material extracted is not material.

  • On August 30,2025, the Carangas community discussed the economic, environmental, and social impacts of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.

  • On April 15, 2025, the Company appointed Mr. Jalen Yuan as interim Chief Executive Officer ("CEO"), and Mr. Chester Xie as interim Chief Financial Officer ("CFO").

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FINANCIAL RESULTS

Net loss attributable to equity holders of the Company for the three months and year ended June 30, 2025 was $0.89 million and $3.76 million or $0.01 per share and $0.02 per share, respectively (three months and year ended June 30, 2024 - net loss of $1.48 million and $6.02 million or $0.01 and $0.04 per share, respectively). The Company's financial results were mainly impacted by the following items:

  • Working Capital: As of June 30, 2025, the Company had working capital of $16.17 million.

  • Operating expenses for the three months and year ended June 30, 2025 was $1.42 million and $5.98 million respectively (three months and year ended June 30, 2024 - $1.53 million and $6.94 million, respectively).

  • Income from investments for the three months and year ended June 30, 2025 was $0.13 million and $0.79 million, respectively (three months and year ended June 30, 2024 - $0.32 million and $1.06 million, respectively).

  • Gain on disposal of property, plant and equipment for the three months and year ended June 30, 2025 was $nil and $nil, respectively (three month and year ended June 30, 2024 - $nil and $0.05 million, respectively).

  • Provision for credit loss for the three months and year ended June 30, 2025 was $nil and $nil, respectively (three months and year ended June 30, 2024 - $0.27 million and $0.27 million, respectively).

  • Foreign exchange gain for the three months and year ended June 30, 2025 was $0.39 million and $1.41 million, respectively (three month and year ended June 30, 2024 - $(0.01) million and $0.08 million, respectively).

PROJECT EXPENDITURE

The following schedule summarized the expenditure incurred by category for each of the Company’s projects for relevant periods:

Cost   Silver Sand     Carangas     Silverstrike     Total  
Balance, July 1, 2023 $ 86,135,820   $ 18,137,910   $ 4,862,942   $ 109,136,672  
Capitalized exploration expenditures                        

Reporting and assessment

  999.402     408,874     -     1,408,276  

Drilling and assaying

  47,217     23,894     -     71,111  

Project management and support

  1,765,297     1,079,177     63,919     2,908,393  

Camp service

  249,764     241,945     36,754     528,463  

Permit and license

  33,073     9,308     -     42,381  

Value added tax receivable

  112,332     31,061     979     144,372  

Foreign currency impact

  (365,571 )   (78,127 )   (30,039 )   (473,737 )
Balance, June 30, 2024 $ 88,977,334   $ 19,854,042   $ 4,934,555   $ 113,765,931  
Capitalized exploration expenditures                        

Reporting and assessment

  94,894     190,352     -     285,246  

Drilling and assaying

  342     6,763     5,125     12,230  

Project management and support

  1,155,235     889,034     37,828     2,082,097  

Camp service

  179,873     295,804     17,033     492,710  

Permit and license

  12,606     47,818     -     60,424  

Value added tax receivable

  109,086     44,020     2,046     155,152  

Foreign currency impact

  51,499     26,018     3,058     80,575  
Balance, June 30, 2025 $ 90,580,869   $ 21,353,851   $ 4,999,645   $ 116,934,365  

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SILVER SAND PROJECT

For the three months and year ended June 30, 2025, total expenditures of $0.32 million and $1.56 million, respectively (three months and year ended June 30, 2024 - $1.02 million and $3.21 million, respectively) were capitalized under the project.

CARANGAS PROJECT

For the three months and year ended June 30, 2025, total expenditures of $0.32 million and $1.47 million, respectively (three months and year ended June 30, 2024 - $0.47 million and $1.79 million, respectively) were capitalized under the project.

SILVERSTRIKE PROJECT

For the three months and year ended June 30, 2025, total expenditures of $0.02 million and $0.06 million, respectively (three months and year ended June 30, 2024 - $0.02 million and $0.10 million, respectively) were capitalized under the project.

MANAGEMENT DISCUSSION AND ANALYSIS

This news release should be read in conjunction with the Company’s management discussion and analysis and the audited consolidated financial statements and notes thereto for the corresponding period, which have been filed with the Canadian Securities Administrators and are available under the Company’s profile on SEDAR+ at www.sedarplus.ca,on EDGAR at www.sec.gov and on the Company’s website at www.newpacificmetals.com.

ABOUT NEW PACIFIC

New Pacific is a Canadian exploration and development company with three precious metal projects in Bolivia. The Company’s flagship Silver Sand project has the potential to be developed into one of the world’s largest silver mines. The Company is also advancing its robust, high-margin silver-lead-zinc Carangas project. Additionally a discovery drill program was completed at Silverstrike in 2022.

For further information, please contact:

Peter Lekich, VP Investor Relations
New Pacific Metals Corp. Phone: (604) 633-1368 Ext. 223
1750 – 1066 Hastings Street, Vancouver, BC V6E 3X1, Canada
U.S. & Canada toll-free: 1 (877) 631-0593
E-mail: invest@newpacificmetals.com
For additional information and to receive the Company news by e-mail, please register using New Pacific’s website at www.newpacificmetals.com.

CAUTIONARY NOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT

The results of the Preliminary Economic Assessment prepared in accordance with NI 43-101 titled "Carangas Deposit - Preliminary Economic Assessment" with an effective date of September 5, 2024 and prepared by certain qualified persons associated with RPMGlobal (the "Carangas PEA") are preliminary in nature and are intended to provide an initial assessment of the Project's economic potential and development options. The Carangas PEA mine schedule and economic assessment includes numerous assumptions and is based on both Indicated and Inferred Mineral Resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the

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preliminary economic assessments described herein will be achieved or that the Carangas PEA results will be realized. The estimate of Mineral Resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the Inferred Mineral Resources to be considered in future advanced studies. RPMGlobal (mineral resource, infrastructure, tailings, water management, environmental and financial analysis) was contracted to conduct the Carangas PEA in cooperation with Moose Mountain Technical Services (mining), and JJ Metallurgical Services (Metallurgy). The qualified persons for the Carangas PEA for the purposes of NI 43-101 are Mr. Marcelo del Giudice, FAusIMM, Principal Metallurgist with RPMGlobal, Mr. Pedro Repetto, SME, P.E., Principal Civil/Geotechnical Engineer with RPMGlobal, Mr. Gonzalo Rios, FAusIMM, Executive Consultant - ESG with RPMGlobal, Mr. Jinxing Ji, P.Eng., Metallurgist with JJ Metallurgical Services, and Mr. Marc Schulte, P.Eng., Mining Engineer with Moose Mountain Technical Services., in addition to Mr. Anderson Candido, FAusIMM, Principal Geologist with RPMGlobal who estimated the Mineral Resources. All qualified persons for the Carangas PEA have reviewed the disclosure of the Carangas PEA herein. The Carangas PEA is based on the Carangas MRE, which was reported on September 5, 2023. The effective date of the Carangas MRE is August 25, 2023. Mineral Resources are constrained by an optimized pit shell at a metal price of US$23.00/oz Ag, US$1,900.00/oz Au, US$0.95/lb Pb, US$1.25/lb Zn, recovery of 90% Ag, 98% Au, 83% Pb, 58% Zn and Cut-off grade of 40 g/t AgEq. Assumptions made to derive a cut-off grade included mining costs, processing costs, and recoveries were obtained from comparable industry situations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain of the statements and information in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. Such statements include, but are not limited to, statements regarding: the Company’s financial results; anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects, including, but not limited to, the Silver Sand PFS Technical Report; the anticipation that the Company will file a Preliminary Economic Assessment in respect of its Carangas project; the timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capital expenditures.

Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks relating to: fluctuating equity prices, bond prices, commodity prices; calculation of resources, reserves and mineralization, general economic conditions, foreign exchange risks, interest rate risk, foreign investment risk; loss of key personnel; conflicts of interest; dependence on management, uncertainties relating to the availability and costs of financing needed in the future, environmental risks, operations and political conditions, the regulatory environment in Bolivia and Canada, risks associated with community relations and corporate social responsibility, and other factors described under the heading “Risk Factors” in the Company’s annual information form for the year ended June 30, 2023 and its other public filings. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements or information.

The forward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this news release that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and options include, but are not limited to, those related to the Company’s ability to carry on current and future operations, including: development and exploration activities; the

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timing, extent, duration and economic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the Company’s ability to obtain and maintain social license at its mineral properties; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits, including the ratification and approval of the Mining Production Contract with the Corporacion Minera de Bolivia by the Plurinational Legislative Assembly of Bolivia; the ability of the Company’s Bolivian partner to convert the exploration licenses at its Carangas project to administrative mining contracts; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on such statements. Other than specifically required by applicable laws, the Company is under no obligation and expressly disclaims any such obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. These forward-looking statements are made as of the date of this news release.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

This news release has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ from the requirements of United States securities laws. All mining terms used herein but not otherwise defined have the meanings set forth in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Unless otherwise indicated, the technical and scientific disclosure herein has been prepared in accordance with NI 43-101, which differs significantly from the requirements adopted by the United States Securities and Exchange Commission.

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

Additional information relating to the Company, including the Company’s annual information form, can be obtained under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.

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EX-99.2 3 exhibit99-2.htm FORM 52-109F1 CERTIFICATE OF ANNUAL FILINGS - FULL CERTIFICATE - CEO Exhibit 99.2

Exhibit 99.2

Form 52-109F1
Certification of Annual Filings
Full Certificate

I, Jalen Yuan, Interim Chief Executive Officer of New Pacific Metals Corp. certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of New Pacific Metals Corp. (the “issuer”) for the financial year ended June 30, 2025.
 
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.
 
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.
 
4. Responsibility: The issuer’s other certifying officer(s) 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(s) and I have, as at the financial year end

 

(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 annual 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(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2     

ICFR – material weaknessrelating to design: N/A.

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5.3     

Limitation onscope of design: N/A.

 

6.     

Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
 
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A
 
  (i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
 
(ii) N/A.

 

7.     

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

8.     

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraudthatinvolvesmanagementorotheremployeeswhohavea significantroleintheissuer’sICFR.

Date: September 3, 2025

/s/“Jalen Yuan”
Jalen Yuan
Interim Chief Executive Officer

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EX-99.3 4 exhibit99-3.htm FORM 52-109F1 CERTIFICATE OF ANNUAL FILINGS - FULL CERTIFICATE - CFO Exhibit 99.3

Exhibit 99.3

Form 52-109F1
Certification of Annual Filings
Full Certificate

I, Chester Xia, Interim Chief Financial Officer of New Pacific Metals Corp. certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of New Pacific Metals Corp. (the “issuer”) for the financial year ended June 30, 2025.
 
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.
 
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.
 
4. Responsibility: The issuer’s other certifying officer(s) 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(s) and I have, as at the financial year end

 

(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 annual 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(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2     

ICFR – material weaknessrelating to design: N/A.

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5.3     

Limitation onscope of design: N/A.

 

6.     

Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
 
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A
 
  (i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
 
(ii) N/A.

 

7.     

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

8.     

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraudthatinvolvesmanagementorotheremployeeswhohavea significantroleintheissuer’sICFR.

Date: September 3, 2025

/s/“Chester Xia”
Chester Xia
Interim Chief Financial Officer

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EX-99.4 5 exhibit99-4.htm NEW PACIFIC METALS CORP MDA FOR THE YEAR ENDED JUNE 30 2025 Exhibit 99.4

Exhibit 99.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended June 30, 2025

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

DATE OF REPORT: September 3, 2025

This management’s discussion and analysis (“MD&A”) for New Pacific Metals Corp. and its subsidiaries (collectively, “New Pacific” or the “Company”) should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2025 and 2024 and the related notes contained therein. The Company prepares its financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The Company’s material accounting policy information are set out in Note 2 of the audited consolidated financial statements for the years ended June 30, 2025 and 2024. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences. This MD&A contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. All information contained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of September 2, 2025.

 

BUSINESS OVERVIEW AND STRATEGY

 

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

 

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

 

FISCAL 2025 HIGHLIGHT

 

The Company filed an independent Preliminary Economic Assessment technical report for its Carangas Project (the “Carangas PEA Technical Report”) on November 14, 2024. The Carangas PEA Technical Report is effective September 5, 2024 and was independently prepared by RPMGlobal Limited (“RPMGlobal”) in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). Highlights of the Carangas PEA Technical Report are as follows:

 

o Post-tax net present value (“NPV”) (5%) of $501 million and internal rate of return (“IRR”) of 26% at a base case price of $24.00/ounce (“oz”) silver, $1.25/pound (“lb”) zinc, and $0.95/lb lead;
o 16-year life of mine (“LOM”), excluding 2-years of pre-production, producing approximately 106 million oz (“Moz”) of payable silver, 620 million lbs (“Mlbs”) of payable zinc and 382 Mlbs of payable lead;
o Initial capital costs of $324 million and a post-tax paybacks of 3.2 years;
o Average LOM all-in sustaining cost (“AISC”) of $7.60/oz silver, net of by-products; and
o Approximately 500 direct permanent jobs to be created from the Carangas Project.

 

The Company has taken steps to address the presence of artisanal and small-scale miners (“ASMs”) in areas of the Silver Sand Project since 2023. On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an amparo (a constitutional

 

Management’s Discussion and Analysis Page 2

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

protection action) (the “Amparo”) to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the ASMs’ have stopped their mining activities and withdrawn from the Silver Sand Project area and the Company has successfully regained access to the area and established a temporary camp. Survey and inspection work has been performed in the area to measure the extent of the impact of the ASMs’ activities on the Silver Sand Project’s mineral resources, preliminary results indicate the mineralized material extracted is not material.

 

On August 30, 2025, the Carangas community discussed the economic, environmental, and social impacts of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.

 

On April 15, 2025, the Company appointed Mr. Jalen Yuan as interim Chief Executive Officer (“CEO”) and Mr. Chester Xie as interim Chief Financial Officer (“CFO”).

 

PROJECTS OVERVIEW

 

Bolivian Licence Tenure

 

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

 

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

 

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

 

Silver Sand Project

 

The Silver Sand Project is located in the Colavi District of Potosí Department in southwestern Bolivia at an elevation of 4,072 m above sea level, 33 kilometres (“km”) northeast of Potosí City, the department capital.

 

The Silver Sand Project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km2. The Silver Sand south block, covering an area of 3.17 km2 hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from the AJAM. The Silver Sand north block covers an area of 2.25 km2 and is comprised of two AMCs

 

Management’s Discussion and Analysis Page 3

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

(Jisasjardan and Bronce). The AMCs establish a clear title to the Silver Sand Project.

 

(a) Exploration

 

The Company has carried out extensive exploration and resource definition drill programs on the Silver Sand Project between 2017 and 2022, completing a total of 139,920 metre (“m”) of diamond drilling in 564 holes during the period. Silver Sand Project’s current Mineral Resource Estimate (the “Silver Sand MRE”) is based on these extensive exploration programs. Based on the Silver Sand MRE, the Silver Sand Project has an estimated measured and indicated mineral resource of 201.77 Moz of silver at an average grade of 116 gram per tonne (“g/t”) and an estimated inferred mineral resource of 12.95 Moz of silver at 88 g/t. For further details on the Silver Sand MRE, please refer to the Company’s news release dated November 28, 2022.

 

(b) Advanced Study

 

On August 8, 2024, the Company filed an independent Pre-Feasibility Study technical report for its Silver Sand Project (the “Silver Sand PFS Technical Report”). AMC Mining Consultants (Canada) Ltd. (mineral resource and reserves, mining, infrastructure and financial analysis) was contracted to conduct the Silver Sand PFS Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The Silver Sand PFS Technical Report is building on the Preliminary Economic Assessment of the Silver Sand Project (the “Silver Sand PEA Technical Report”) filed on February 16, 2023. Highlights of the Silver Sand PFS Technical Report are as follows:

 

Post-tax NPV at a 5% discount rate of $740 million and IRR of 37% at a base case price of $24.00/oz silver;
13 years mine life, excluding the 2 years pre-production period, producing approximately 157 Moz of silver. Annual silver production exceeds 15 Moz in years one through three with LOM average annual silver production exceeding 12 Moz;
Initial capital costs of $358 million and a post-tax payback of 1.9 years (from the start of production) at $24.00/oz silver; and
Average LOM AISC of $10.69/oz silver.

 

For more details on the Silver Sand PFS Technical Report, please refer to the Company’s news releases dated June 26, 2024 and August 8, 2024.

 

(c) Permitting

 

In May 2023, the Silver Sand Project obtained its environmental categorization as a proposed open pit operation from Bolivia’s Ministry of Environment and Water, formally commencing the Environmental Impact Assessment Study (“EEIA”) process. The environmental categorization expired in November 2024 and the Company is in the process of opening a new environmental categorization. The Company continues to advance its socialization process with communities located within the Silver Sand Project’s area of influence. After completion of the socialization process, the Company plans to achieve the following:

 

obtain surface rights through long-term land lease agreements;
create employment and business opportunities for community members;
finalize a resettlement and compensation plan for impacted families; and

 

Management’s Discussion and Analysis Page 4

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

implement measures to safeguard cultural and historical heritage.

 

Integral to our pathway towards obtaining the EEIA, the Company is establishing a framework to coexist with ASMs and Cooperativas (the “Co-Ops”) in surrounding areas of the Silver Sand Project that do not encroach on our mineral rights. The Company recognizes the importance of ASMs and Co-Ops to the region’s economic and political landscape and is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized. The Company is also undertaking measures, with the assistance of both local government authorities and external contractors, to address the presence of ASMs whose activities do not align with the development objectives of the Silver Sand Project, and the interest of the broader communities. These communities have formally acknowledged the Company’s mining rights and they have indicated that they expect the cessation of these ASM activities. The Company has taken steps to address the presence of these ASMs, including the commencement of formal legal proceedings in December 2023. In addition, on May 7, 2024, the Company successfully obtained an execution order (the “Order”) from the AJAM for the reinstatement of its mining rights and is working closely with government authorities to enforce the Order. On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an Amparo (a constitutional protection action) to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the ASMs’ have stopped their mining activities and withdrawn from the Silver Sand Project area and the Company has successfully regained access to the area and established a temporary camp. Survey and inspection work has been performed in the area to measure the extent of the impact of the ASMs’ activities on the Silver Sand Project’s mineral resources, preliminary results indicate the mineralized material extracted is not material.

 

The Company is also pursuing compliance with the International Finance Corporation’s eight performance standards for sustainable development. This aligns with the Company’s commitment to responsible mining while providing the ancillary benefit of positioning the project for development by the Company, or another party, upon successful completion of the EEIA process.

 

(d) Mining Production Contract

 

On January 11, 2019, New Pacific announced that its 100% owned subsidiary, Minera Alcira S.A. (“Alcira”), entered into an MPC with COMIBOL granting Alcira the right to carry out exploration, development and mining production activities in ATEs and cuadriculas owned by COMIBOL adjoining the Silver Sand Project.  An update to the MPC was made with COMIBOL on January 19, 2022. The MPC is comprised of two areas. The first area is located to the south and west of the Silver Sand Project.  The second area includes additional geologically prospective ground to the north, east and south of the Silver Sand Project, wherein COMIBOL is expected to apply for exploration and mining rights with the AJAM. Upon granting of the exploration and mining rights, COMIBOL will contribute these additional properties to the MPC.

 

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

 

Since October 2023, the Company continues to engage with COMIBOL to obtain the ratification and approval of the signed MPC by the Plurinational Legislative Assembly of Bolivia. The Company and COMIBOL have refined the MPC to concentrate exclusively on claims immediately adjacent to the Silver Sand Project

 

Management’s Discussion and Analysis Page 5

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

boundary. This streamlined landholding, while maintaining the core value of the MPC to the Silver Sand Project, is anticipated to facilitate progress towards ratification and approval of the MPC.

 

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

 

(e) Project Expenditure

 

For the three months and year ended June 30, 2025, total expenditures of $320,702 and $1,552,036, respectively (three months and year ended June 30, 2024 - $1,016,375 and $3,207,085, respectively) were capitalized under the Silver Sand Project.

 

Carangas Project

 

In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The Carangas Project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the three exploration licenses that cover an area of 40.75 km2. Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the Carangas Project.

 

(a) Exploration

 

The Company has carried out extensive exploration and resource definition drill programs on the Carangas Project between 2021 and 2023, completed a total of 81,145 m of diamond drilling in 189 holes during the period. Carangas Project’s inaugural MRE (“Carangas MRE”) is based on these extensive exploration programs. The Carangas MRE is summarized as follows:

 

Domain Category Tonnage Ageq Ag Au Pb Zn Cu
Mt g/t Mozs g/t Mozs g/t Kozs % Mlbs % Mlbs % Mlbs
Upper
Silver Zone
Indicated 119.2 85.3 326.8 44.7 171.2 0.1 216.4 0.3 916.6 0.7 1729.6 0.01 34.5
Inferred 31.3 80.3 80.8 43.0 43.3 0.1 104.6 0.3 202.4 0.5 350.0 0.01 8.9
Middle
Zinc Zone
Indicated 43.4 56.0 78.1 10.8 15.0 0.1 77.4 0.4 343.6 0.8 739.4 0.01 13.7
Inferred 9.3 54.2 16.2 8.8 2.6 0.1 15.6 0.4 74.1 0.8 162.3 0.01 2.5
Lower
Gold Zone
Indicated 52.3 92.1 154.9 11.4 19.1 0.8 1294.4 0.3 184.7 0.2 184.7 0.06 64.4
Inferred 4.4 91.1 12.8 12.6 1.8 0.7 97.5 0.3 21.4 0.2 21.4 0.06 5.4

 

Notes:

 

CIM Definition Standards (2014) were used for reporting the mineral resources.
The qualified person (as defined in NI 43-101) for the purposes of the MRE is Anderson Candido, FAusIMM, Principal Geologist with RPM (the “QP”).
Mineral resources are constrained by an optimized pit shell at a metal price of US$23.00/ oz Ag, US$1,900/oz Au, US$0.95/lb Pb, US$1.25/lb Zn, US$4.00/lb Zn, recovery of 90% Ag, 98% Au, 83% Pb, 58% Zn and Cut-off grade of 40 g/t

 

Management’s Discussion and Analysis Page 6

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

AgEq.

Mineral resources are reported inside the property boundary.
Average stripping ratio for the conceptual pit is ~1.8:1. The conceptual pit has a dimeter of approximately 1.4 kilometers and extends to a maximum depth of approximately 600 meters from the Central Valley.
Drilling results up to June 1, 2023.
The numbers may not compute exactly due to rounding.
Mineral resources are reported on a dry in-situ basis.
Mineral resources are not Mineral Reserves and do not have demonstrated economic viability.

 

For more details on the Carangas MRE, please refer to the Company’s news releases dated September 5, 2023 and September 18, 2023.

 

(b) Advanced Study

 

On November 15, 2024, the Company filed its independent Carangas PEA Technical Report. RPMGlobal (mineral resource, infrastructure, tailings, water management, environmental and financial analysis) was contracted to conduct the Carangas PEA Technical Report in cooperation with Moose Mountain Technical Services (mining), and JJ Metallurgical Services (Metallurgy). The Carangas PEA Technical Report is based on the Carangas MRE. Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”. Highlights of the Carangas PEA Technical Report are as follows:

 

Post-tax NPV (5%) of $501 million and IRR of 26% at a base case price of $24.00/ oz silver, $1.25/ lb zinc, and $0.95/lb lead;
16-year LOM, excluding 2-years of pre-production, producing approximately 106 Moz of payable silver, 620 Mlbs of payable zinc and 382 Mlbs of payable lead;
Initial capital costs of $324 million and a post-tax paybacks of 3.2 years;
Average LOM AISC of $7.60/oz silver, net of by-products; and
Approximately 500 direct permanent jobs to be created from the Carangas Project.

 

For more details on the Carangas PEA Technical Report, please refer to the Company’s news releases dated October 1, 2024 and November 15, 2024.

 

Throughout 2025, the Company intends to advance environmental, socioeconomic, and hydrological studies in collaboration with local communities and in alignment with permitting progress. Priority will go to obtaining low-cost, long-lead information required by international standards for responsible mining, such as water flow and quality measurements and meteorological data. Higher-cost activities, including a 20,000-meter drill program (resource infill, geotechnical, hydrological, and regional exploration) and a feasibility study, will be deferred until permitting progress is more advanced.

 

(c) Permitting

 

After completing the Carangas PEA Technical Report, the Company intends to continue its efforts to secure the necessary permits for the Carangas Project. This is anticipated to include securing a comprehensive mine development agreement with the local community, converting the Company’s exploration license into an AMC, completing an EEIA and obtaining legal certainty for the Carangas Project’s location within 50 kilometres of the Bolivian border with Chile.

 

On August 30, 2025, the Carangas community discussed the economic, environmental, and social impacts

 

Management’s Discussion and Analysis Page 7

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.

 

The Company is encouraged by the strong support from both the Oruro Department and the federal government in advancing the Carangas Project. Through its recently formed Oruro Mining Task Force, the Government of Bolivia has passed a Ministerial Resolution outlining the AMC conversion process, with the Carangas Project set to become one of the large-scale projects to pursue this transition. The next step in the AMC process is to complete a successful Consulta Previa, demonstrating formal community consent of the proposed development plan at the Carangas Project, followed by the AMC application.

 

(d) Project Expenditure

 

For the three months and year ended June 30, 2025, total expenditures of $318,087 and $1,473,791, respectively (three months and year ended June 30, 2024 - $469,673 and $1,794,259, respectively) were capitalized under the Carangas Project.

 

Silverstrike Project

 

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

 

Under the mining association agreement, the Company is required to cover 100% of future expenditures including exploration, contingent on results of development and subsequent mining production activities at the Silverstrike Project. 

 

(a) Exploration

 

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

 

In 2022, the Company completed a 3,200 m drill program at the Silverstrike Project. Assay results for the two drill holes were released in the news releases dated November 1, 2022 and September 12, 2022. Further exploration activities remain on standby as the Company focuses on the programs for the Silver Sand Project and Carangas Project, as outlined above.

 

(b) Project Expenditure

 

For the three months and year ended June 30, 2025, total expenditures of $15,928 and $62,032, respectively (three months and year ended June 30, 2024 - $18,356 and $101,652, respectively) were capitalized under the Silverstrike Project.

 

Management’s Discussion and Analysis Page 8

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

Frontier Area – Carangas Project and Silverstrike Project

 

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

 

Overall Expenditure Summary

 

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

 

Cost   Silver Sand     Carangas     Silverstrike     Total  
Balance, July 1, 2023   $ 86,135,820     $ 18,137,910     $ 4,862,942     $ 109,136,672  
Capitalized exploration expenditures                                
Reporting and assessment     999,402       408,874       -       1,408,276  
Drilling and assaying     47,217       23,894       -       71,111  
Project management and support     1,765,297       1,079,177       63,919       2,908,393  
Camp service     249,764       241,945       36,754       528,463  
Permit and license     33,073       9,308       -       42,381  
Value added tax receivable     112,332       31,061       979       144,372  
Foreign currency impact     (365,571 )     (78,127 )     (30,039 )     (473,737 )
Balance, June 30, 2024   $ 88,977,334     $ 19,854,042     $ 4,934,555     $ 113,765,931  
Capitalized exploration expenditures                                
Reporting and assessment     94,894       190,352       -       285,246  
Drilling and assaying     342       6,763       5,125       12,230  
Project management and support     1,155,235       889,034       37,828       2,082,097  
Camp service     179,873       295,804       17,033       492,710  
Permit and license     12,606       47,818       -       60,424  
Value added tax receivable     109,086       44,020       2,046       155,152  
Foreign currency impact     51,499       26,018       3,058       80,575  
Balance, June 30, 2025   $ 90,580,869     $ 21,353,851     $ 4,999,645     $ 116,934,365  

 

Management’s Discussion and Analysis Page 9

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

FINANCIAL RESULTS

 

Selected Annual Information                    
      Fiscal 2025     Fiscal 2024     Fiscal 2023  
Operating expense       (5,975,959 )     (6,942,265 )     (8,256,075 )
Income from Investments       787,597       1,061,095       178,046  
Other (loss) income       1,408,140       (146,108 )     (22,103 )
Net loss       (3,780,222 )     (6,027,278 )     (8,100,132 )
Net loss attributable to equity holders       (3,757,057 )     (6,021,706 )     (8,095,449 )
Basic and diluted loss per share       (0.02 )     (0.04 )     (0.05 )
Total current assets       17,094,169       22,599,077       7,547,949  
Total non-current assets       118,121,182       115,067,000       110,759,592  
Total current liabilities       927,450       1,214,138       2,336,655  
Total non-current liabilities       -       -       -  

 

Net loss attributable to equity holders of the Company for the three months ended June 30, 2025 (“Q4 Fiscal 2025”) was $893,448 or $0.01 per share (three months ended June 30, 2024 (“Q4 Fiscal 2024”) – net loss of $1,482,446 or $0.01 per share).

 

Net loss attributable to equity holders of the Company for the year ended June 30, 2025 (“Fiscal 2025”) was $3,757,057 or $0.02 per share (year ended June 30, 2024 (“Fiscal 2024”) – net loss of $6,021,706 or $0.04 per share).

 

The Company’s net loss attributable to equity holders of the Company for the three months and year ended June 30, 2025 and the respective comparative periods were mainly impacted by its operating expenses and other income. Details of the variance analysis on operating expenses and other income items are explained below.

 

Operating expenses for the three months and year ended June 30, 2025 was $1,415,914 and $5,975,959, respectively (three months and year ended June 30, 2024 - $1,532,627 and $6,942,625, respectively). Items included in operating expenses were as follows:

 

(i) Project evaluation and corporate development expenses for the three months and year ended June 30, 2025 of $5,297 and $35,934, respectively (three months and year ended June 30, 2024 - $4,028 and $200,104, respectively). The Company focused on the exploration and development of its existing projects and did not incur significant expenditures in new project evaluation in Q4 Fiscal 2025 or throughout Fiscal 2025.

 

(ii) Filing and listing fees for the three months and year ended June 30, 2025 of $37,802 and $279,164, respectively (three months and year ended June 30, 2024 - $76,277 and $304,582, respectively). Q4 Fiscal 2025 and Fiscal 2025 fees were lower than Q4 Fiscal 2024 and Fiscal 2024 as a result of the end of the amortization of the listing fee related to the prior year’s bought deal financing.

 

(iii) Investor relations expenses for the three months and year ended June 30, 2025 of $78,426 and $371,145, respectively (three months and year ended June 30, 2024 - $80,325 and $324,474, respectively). Q4 Fiscal 2025 investor relations expenses were comparable to Q4 Fiscal 2024. Fiscal 2025 expenses were higher than Fiscal 2024 as a result of more investor relation activities following the release of Silver Sand PFS Technical Report and Carangas PEA Technical Report.

 

Management’s Discussion and Analysis Page 10

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

(iv) Professional fees for the three months and year ended June 30, 2025 of $192,978 and $499,586, respectively (three months and year ended June 30, 2024 - $63,287 and $331,307, respectively). Professional fees in Q4 Fiscal 2025 and Fiscal 2025 increased compared to Q4 Fiscal 2024 and Fiscal 2024 as a result of increased legal and consulting services in Bolivia to actively address ASMs in the Silver Sand Project and navigate the permitting process.

 

(v) Salaries and benefits expense for the three months and year ended June 30, 2025 of $563,598 and $1,708,009, respectively (three months and year ended June 30, 2024 - $441,650 and $2,036,651, respectively). The increase in salary and benefits for Q4 Fiscal 2025 compared to Q4 Fiscal 2024 was the result of severance payments and a one-time bonus to the Bolivia team for operational progress made during the quarter. The decrease in salary and benefits for Fiscal 2025 compared to Fiscal 2024 was a result of a lower charge-back allocation to the Company by the group of management service personnel shared with Silvercorp Metals Inc. (“Silvercorp”) as well as a reduction in bonus payout to the executives.

 

(vi) Office and administration expenses for the three months and year ended June 30, 2025 of $143,767 and $1,273,737 (three months and year ended June 30, 2024 - $262,092 and $1,276,009, respectively). The decrease in office and administrative expenses for Q4 Fiscal 2025 compared to Q4 Fiscal 2024 was a result of reduced administrative activities in both Canada and Bolivia. The Office and administration expenses for Fiscal 2025 is comparable to Fiscal 2024.

 

(vii) Share-based compensation for the three months and year ended June 30, 2025 of $345,632 and $1,611,845 (three months and year ended June 30, 2024 - $545,829 and $2,255,847, respectively). The decrease in share-based compensation for Q4 Fiscal 2025 was a result of forfeitures of stock options and restricted share units during the periods. The decrease in share-based compensation for the Fiscal 2025 was due to fewer restricted share units (each, an “RSU”) and options granted, as well as lower grant prices in recent periods, which resulted in less amortized expense compared to the higher amortized expense of RSUs and options granted in prior periods, which had been fully amortized before the current fiscal year.

 

Income from investments for the three months and year ended June 30, 2025 were $132,001 and $787,597 (three months and year ended June 30, 2024 – $324,810 and $1,061,095, respectively). The decrease in income from investments for the current periods was a result of: (i) interest income for the three months and year ended June 30, 2025 of $125,424 and $741,190, respectively (three months and year ended June 30, 2024 - $288,004 and $907,891, respectively) earned from cash and cash equivalents; (ii) fair value change on bonds for the three months and year ended June 30, 2025 of $nil and $49,048, respectively (three months and year ended June 30, 2024 - $(7,207) and $60,327, respectively); and (iii) fair value change on equity investments for the three months and year ended June 30, 2025 of $6,577 and $(2,641), respectively (three months and year ended June 30, 2024 - $44,013 and $92,877, respectively).

 

Gain on disposal of property, plant and equipment for the three months and year ended June 30, 2025 of $nil and $nil, respectively (three months and year ended June 30, 2024 - $nil and $51,418, respectively). The Company disposed certain equipment during Fiscal 2024 for proceeds of $58,776, which resulted in a gain on disposal of $51,418.

 

Provision for credit loss for the three months and year ended June 30, 2025 was $nil and $nil, respectively (three months and year ended June 30, 2024 - $274,865 and $274,865, respectively). During Q4 Fiscal 2024, the Company determined that the collectability of a balance owed by a third party could not be assured

 

Management’s Discussion and Analysis Page 11

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

and an expected credit loss provision equal to the full amount owed was taken.

 

Foreign exchange gain for the three months and year ended June 30, 2025 was $390,465 and $1,408,140, respectively (three months and year ended June 30, 2024 – $(355) and $77,339, respectively). The Company receives preferred exchange rate from a Bolivian bank for exchanging USD to Bolivianos. Within the foreign exchange gain for the three months and year ended June 30, 2025, $nil and $464,256, respectively (three months and year ended June 30, 2024 - $nil and $nil, respectively) were reclassified from accumulated other comprehensive income as a result of the wind-up of Qinghai Found Mining Co., Ltd.

 

Selected Quarterly Information                        
    For the Quarters Ended  
    Jun. 30, 2025     Mar. 31, 2025     Dec. 31, 2024     Sep. 30, 2024  
Operating expense   $ (1,415,914 )   $ (1,359,924 )   $ (1,590,640 )   $ (1,609,481 )
Income from Investments     132,001       215,258       190,040       250,298  
Other income (loss)     390,465       281,559       635,941       100,175  
Net loss     (893,448 )     (863,107 )     (764,659 )     (1,259,008 )
Net loss attributable to equity holders     (893,448 )     (863,107 )     (742,869 )     (1,257,633 )
Basic and diluted loss per share     (0.01 )     (0.01 )     (0.00 )     (0.01 )
Total current assets     17,094,169       17,412,840       18,672,173       21,701,429  
Total non-current assets     118,121,182       116,576,963       115,850,335       116,156,832  
Total current liabilities     927,450       745,638       1,039,107       1,338,762  
Total non-current liabilities     -       -       -       -  

 

      For the Quarters Ended  
      Jun. 30, 2024       Mar. 31, 2024       Dec. 31, 2023       Sep. 30, 2023  
Operating expense   $ (1,532,627 )   $ (1,722,246 )   $ (1,818,757 )   $ (1,868,635 )
Income from Investments     324,810       440,991       275,050       20,274  
Gain on disposal of plant and equipment     -       -       -       51,418  
Provision on credit loss     (274,865 )     -       -       -  
Other income     (355 )     10,699       16,666       50,329  
Net loss     (1,483,037 )     (1,270,556 )     (1,527,071 )     (1,746,614 )
Net loss attributable to equity holders     (1,482,446 )     (1,269,136 )     (1,524,108 )     (1,746,016 )
Basic and diluted loss per share     (0.01 )     (0.01 )     (0.01 )     (0.01 )
Total current assets     22,599,077       24,508,768       26,856,903       29,247,418  
Total non-current assets     115,067,000       114,048,037       113,302,284       112,240,163  
Total current liabilities     1,214,138       841,501       1,156,871       2,189,827  
Total non-current liabilities     -       -       -       -  

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows

 

Cash used in operating activities for the three months and year ended June 30, 2025 was $651,343 and $3,261,105, respectively (three months and year ended June 30, 2024 - $383,683 and $4,009,449, respectively). Cash flows from operating activities are mainly driven by: (i) the Company’s operating expenses discussed in the previous sections; (ii) the increase or decrease of non-cash operating working capital; and (iii) interest received from cash and cash equivalents.

 

Cash used in investing activities for the three months and year ended June 30, 2025 were $819,205 and $2,746,096, respectively (three months and year ended June 30, 2024 – $745,144 and $4,506,801,

 

Management’s Discussion and Analysis Page 12

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

respectively) and were impacted by: (i) capital expenditures for mineral properties and equipment for the three months and year ended June 30, 2025 of $819,205 and $3,053,846, respectively (three months and year ended June 30, 2024 - $1,057,485 and $4,877,917, respectively) on the exploration projects in Bolivia; partially offset by (ii) proceeds received from disposal of certain equipment for the three months and year ended June 30, 2025 of $nil and $nil, respectively (three months and year ended June 30, 2024 - $nil and $58,776, respectively), (iii) proceeds received from disposal of bond for the three months and year ended June 30, 2025 of $nil and $307,750, respectively (three months and year ended June 30, 2024 - $nil and $nil, respectively), and (iv) proceeds received from disposal of equity investments for the three months and year ended June 30, 2025 of $nil and $nil, respectively (three months and year ended June 30, 2024 - $312,340 and $312,340, respectively).

 

Cash provided by financing activities for the three months and year ended June 30, 2025 of $2,573 and $6,346, respectively (three months and year ended June 30, 2024 – $nil and $24,581,770, respectively) were composed of (i) net proceeds received from the bought deal financing for the three months and year ended June 30, 2025 of $nil and $nil, respectively (three months and year ended June 30, 2024 - $nil and $24,446,086, respectively); and (ii) cash received from stock option exercises for the three months and year ended June 30, 2025 of $2,573 and $6,346, respectively (three months and year ended June 30, 2024 - $nil and $135,684, respectively).

 

Liquidity and Access to Capital

 

As of June 30, 2025, the Company had working capital of $16,166,719 (June 30, 2024 – $21,384,939), comprised of cash and cash equivalents of $16,839,959 (June 30, 2024 - $21,950,211), short term investments of $nil (June 30, 2024 - $258,702), and other current assets of $254,210 (June 30, 2024 - $390,164) offset by current liabilities of $927,450 (June 30, 2024 - $1,214,138). Management believes that the Company has sufficient funds to support its normal permitting and operating requirements for at least, but not limited to, the next twelve months.

 

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

 

Management’s Discussion and Analysis Page 13

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

Use of Proceeds of Prior Financings

 

On September 29, 2023, the Company successfully closed a bought deal financing which raised net proceeds of $24,446,086. The following table sets out a comparison between the Company’s planned and actual use of these net proceeds as of June 30, 2025.

 

SEPTEMBER 29, 2023
BOUGHT DEAL FINANCING
PLANNED USE OF
PROCEEDS
ACTUAL USE OF
PROCEEDS FROM
SEPTEMBER 29, 2023 TO
June 30, 2025
VARIANCE EXPLANATION OF
VARIANCE AND IMPACT ON
BUSINESS OBJECTIVE
Proceeds        Actual funds raised was slightly more than  planned due to lower than anticipated issuance costs.
Offering  $                25,888,000  $                          25,888,462  $                            462  
Underwriters’ Fee                    (1,087,000)                              (1,016,702)                           70,298
Expenses of the Offering                       (467,000)                                 (425,674)                           41,326
Net Proceeds  $               24,334,000  $                          24,446,086  $                     112,086
USE OF PROCEEDS        
Silver Sand Project
Geotechnical drilling and metallurgical testwork        $                  1,294,000  $                                 86,293  $                 (1,207,707) Geotechnical drilling has not started yet.  The timing of its commencement depends on the subsequent review of the Silver Sand PFS results and environmental permitting progress.  Payment during the period is related to metallurgical testwork.
Advanced studies                      2,330,000                                   959,259                     (1,370,741) The Silver Sand PFS is completed and filed on August 8, 2024 with all associated cost being paid. The remaining balance is related to the budget of a future Feasibility Study pending the status of permitting progress.
Permitting and preliminary mine development                    11,908,000                                     41,860                   (11,866,140) No material spending in permitting since the Company is in the process of negotiation with local communities.  Preliminary mine development spending will commence once the Company obtains all necessary permits.
Subtotal for Silver Sand Project  $                15,532,000  $                            1,087,412  $               (14,444,588)  
Carangas Project
Resource and exploration drilling  $                  2,071,000  $                                           -     $                 (2,071,000) The Carangas PEA results encourage further resource and exploration drilling on the project.  The exact drilling plan is pending on the Carangas Project EEIA progress.
Geotechnical drilling and metallurgical testwork                      1,553,000                                    209,821                     (1,343,179) Geotechnical drilling is under planning and is pending on the Carangas Project EEIA progress.  Metallurgical testworks for PEA have been completed and paid.
Advanced studies                      1,036,000                                    280,025                        (755,975) The Carangas PEA is completed and filed by November 2024, with all associated cost being paid. Approximately $600,000 of the unspent amount in this category are related to other future studies such as environmental and social baseline studies.
Subtotal for Carangas Project  $                  4,660,000  $                                489,846  $                 (4,170,154)    
Corporate        
Operating expense  $                  4,142,000                                 5,954,070                       1,812,070 Planned use of proceeds for operating expense was for a 18 months period while the actual usage covers a 21 months period.  The actual usage of proceeds under this category will contunue grow as time elapse.   
TOTAL  $                24,334,000  $                             7,531,328  $               (16,802,672)  

Management’s Discussion and Analysis Page 14

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

FINANCIAL INSTRUMENTS

 

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

 

(a) Fair Value

 

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

 

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

 

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

 

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

 

The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at June 30, 2025 and June 30, 2024 that are not otherwise disclosed. As required by IFRS 13, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

    Fair value as at June 30, 2025  
Recurring measurements   Level 1     Level 2     Level 3     Total  
Financial Assets                        
Cash and cash equivalent   $ 16,839,959     $ -     $ -     $ 16,839,959  
Equity investments     54,020       -       -       54,020  

 

    Fair value as at June 30, 2024  
Recurring measurements   Level 1     Level 2     Level 3     Total  
Financial Assets                        
Cash and cash equivalent   $ 21,950,211     $ -     $ -     $ 21,950,211  
Short-term investment - bonds     258,702       -       -       258,702  
Equity investments     56,539       -       -       56,539  

 

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of June 30, 2025, and June 30, 2024, respectively, due to the short-term nature of these instruments.

 

There were no transfers into or out of Level 1, 2, and 3 during the year ended June 30, 2025.

 

(b) Liquidity Risk

 

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short term business requirements. As at June 30, 2025, the Company had a working capital position of $16,166,719 and sufficient cash resources to meet the

Management’s Discussion and Analysis Page 15

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

 

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

 

    June 30, 2025     June 30, 2024  
    Due within a year     Total     Total  
Accounts payable and accrued liabilities   $ 835,763     $ 835,763     $ 1,163,836  
Due to a related party     91,687       91,687       50,302  
    $ 927,450     $ 927,450     $ 1,214,138  

 

(c) Foreign Exchange Risk

 

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

 

Financial assets denominated in foreign currencies other than relevant functional currency   June 30, 2025     June 30, 2024  
United States dollars   $ 650,984     $ 331,138  
Bolivianos     1,024,674       261,353  
Total   $ 1,675,658     $ 592,491  

 

Financial liabilities denominated in foreign currencies other than relevant functional currency            
United States dollars   $ 133,275     $ 57,116  
Bolivianos     459,472       520,046  
Total   $ 592,747     $ 577,162  

 

As at June 30, 2025, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $5,100.

 

As at June 30, 2025, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $5,600.

 

(d) Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of June 30, 2025. The Company, from time to time, also owns cashable guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bonds’ fair value. An increase in market interest rates will generally reduce bonds’ fair value

Management’s Discussion and Analysis Page 16

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

 

(e) Credit Risk

 

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

 

The Company has deposits of cash and cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash and cash equivalents are held with major financial institutions. Bonds by nature are exposed to more credit risk than cash and cash equivalents. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at June 30, 2025, the Company had a receivables balance of $21,467 (June 30, 2024 - $51,340).

 

(f) Equity Price Risk

 

The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at June 30, 2025, a 10% increase (decrease) in the market price of the securities held, ignoring any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $5,400.

 

RELATED PARTY TRANSACTIONS

 

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

 

Due to a related party   June 30, 2025     June 30, 2024  
Silvercorp Metals Inc.   $ 91,687     $ 50,302  

 

(a)             Silvercorp Metals Inc. (“Silvercorp”) has one director (Paul Simpson) and one officer (Jonathan Hoyles as Corporate Secretary) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the three months and year ended June 30, 2025 were $142,575 and $801,406, respectively (three months and year ended June 30, 2024 - $149,793 and $823,195, respectively).

 

(b) Compensation of key management personnel

 

The remuneration of directors and other members of key management personnel for the three months and year ended June 30, 2025 and 2024 are as follows:

Management’s Discussion and Analysis Page 17

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

    Years ended June 30,  
    2025     2024  
Director’s cash compensation   $ 64,498     $ 77,217  
Director’s share-based compensation     536,417       462,721  
Key management’s cash compensation     647,676       1,265,900  
Key management’s share-based compensation     525,454       1,833,584  
    $ 1,774,045     $ 3,639,422  

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

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

 

PROPOSED TRANSACTIONS

 

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

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s accounting policies and estimates are described in Note 2 of the consolidated financial statements for the year ended June 30, 2025.

 

OUTSTANDING SHARE DATA

 

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

 

(a) Share Capital

 

Authorized – unlimited number of common shares without par value.
Issued and outstanding – 172,154,483 common shares with a recorded value of $184 million.
Shares subject to escrow or pooling agreements – nil.

 

Management’s Discussion and Analysis Page 18

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

(b) Options

 

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

 

Options
Outstanding
    Exercise Price CAD$     Expiry Date
  518,000       3.33     February 4, 2027
  10,000       3.89     February 22, 2027
  908,000       4.00     June 6, 2027
  712,000       3.42     January 19, 2028
  20,000       3.67     January 24, 2028
  20,000       3.92     April 14, 2028
  994,000       2.10     January 16, 2029
  1,414,500       1.58     Feburary 12, 2030
  4,596,500     $                   2.68      

 

(c) RSUs

 

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

 

RSUs Outstanding     Weighted average
grant date closing
price per share
(CAD$)
 
  1,980,517     $ 2.40  

 

RISK FACTORS

 

The Company is subject to various business, financial and operational risks that could materially adversely affect the Company’s future business, operations and financial condition. These risks could cause such future business, operations and financial condition to differ materially from the forward-looking statements and information contained in this MD&A and as described in the Cautionary Note Regarding Forward-Looking Information found in this MD&A. Certain of these risks, and additional risk and uncertainties, are described below, and are more fully described in the Company’s most recently filed annual information form (the “AIF”) and other public filings which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition, please refer to the “Financial Instruments” section of this MD&A for an analysis of financial risk factors.

 

Political and Economic Risks in Bolivia

 

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

 

Management’s Discussion and Analysis Page 19

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

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

 

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

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

 

Illegal, Artisanal and Small-Scale Mining

 

Illegal ASMs are present in Bolivia and a few ASMs have operated on the Silver Sand Project between 2023 and June 2025. Illegal ASMs’ activities present significant risks to the Company’s operations, including the potential for disruptions, property damage, environmental degradation, and personal injuries, for which the Company could be held responsible. Illegal ASMs can also lead to road blockages, delays, and disputes over access to and development of the Company’s mining projects, and such actions have limited the Company’s ability to carry out certain activities at the Silver Sand Project. The Company, with the assistance of local communities, government authorities and external consultants, has taken measures to reduce the prevalence of the illegal ASMs.

 

Notwithstanding the Company’s efforts to eliminate illegal ASMs activities, the Company also recognizes the importance of legal Co-Ops near the Silver Sand Project that do not encroach on our mineral rights and is establishing a framework to coexist with these non-encroaching Co-Ops. These non-encroaching Co-Ops are important to the region’s economic and political landscape and the Company is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized.

 

Management’s Discussion and Analysis Page 20

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

Community Relations and Social Licence to Operate

 

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

 

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

 

Acquisition and Maintenance of Permits and Governmental Approvals

 

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

 

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

 

The Company’s current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be

 

Management’s Discussion and Analysis Page 21

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

prohibitive and could delay planned exploration and development activities. Failure to comply with or any violations of the applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

 

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

 

DISCLOSURE CONTROLS AND PROCEDURES

 

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

 

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the United States Securities and Exchange Commission and the national instrument of the Canadian Securities Administrators. The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on this evaluation, management concluded that as of June 30, 2025, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) are effective.

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

(a) Internal Control over Financial Reporting

 

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

 

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

 

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

 

Management’s Discussion and Analysis Page 22

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

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

 

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

 

Based on this evaluation, management concluded that as of June 30, 2025, the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by COSO was effective and provided a reasonable assurance of the reliability of the Company’s financial reporting and preparation of the financial statements.

 

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

 

Emerging growth companies are exempt from Section 404(b) of the Sarbanes-Oxley Act, which generally requires public companies to provide an independent auditor attestation of management’s assessment of the effectiveness of their internal control over financial reporting. The Company qualifies as an emerging growth company and therefore has not included an independent registered public accounting firm attestation of management’s assessment of the effectiveness of its internal control over financial reporting in its audited annual consolidated financial statements for the year ended June 30, 2025.

 

(b) Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the year ended June 30, 2025 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

TECHNICAL INFORMATION

 

The scientific and technical information contained in this MD&A has been reviewed and approved by Alex Zhang, P. Geo., Vice President of Exploration of the Company, who is a qualified person (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)) for the purposes of NI 43-101.

 

CAUTIONARY NOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT

 

The results of the Preliminary Economic Assessment prepared in accordance with NI 43-101 titled “Carangas Deposit – Preliminary Economic Assessment” with an effective date of September 5, 2024 and prepared by certain qualified persons are preliminary in nature and are intended to provide an initial assessment of the Carangas Project’s economic potential and development options. The Carangas PEA Technical Report mine schedule and economic assessment includes numerous assumptions and is based on both Indicated and Inferred Mineral Resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessments described herein will be achieved or

 

Management’s Discussion and Analysis Page 23

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

that the Carangas PEA Technical Report results will be realized. The estimate of Mineral Resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the Inferred Mineral Resources to be considered in future advanced studies. RPMGlobal (mineral resource, infrastructure, tailings, water management, environmental and financial analysis) was contracted to conduct the Carangas PEA Technical Report in cooperation with Moose Mountain Technical Services (mining), and JJ Metallurgical Services (Metallurgy). The qualified persons for the Carangas PEA Technical Report for the purposes of NI 43-101 are Mr. Marcelo del Giudice, FAusIMM, Principal Metallurgist with RPMGlobal,  Mr. Pedro Repetto, SME, P.E., Principal Civil/Geotechnical Engineer with RPMGlobal, Mr. Gonzalo Rios, FAusIMM, Executive Consultant – ESG with RPMGlobal, Mr. Jinxing Ji, P.Eng., Metallurgist with JJ Metallurgical Services, and Mr. Marc Schulte, P.Eng., Mining Engineer with Moose Mountain Technical Services., in addition to Mr. Anderson Candido, FAusIMM, Principal Geologist with RPMGlobal who estimated the Mineral Resources. All qualified persons for the Carangas PEA Technical Report have reviewed the disclosure of the Carangas PEA Technical Report herein. The Carangas PEA Technical is based on the Carangas MRE, which was reported on September 5, 2023. The effective date of the Carangas MRE is August 25, 2023. Mineral Resources are constrained by an optimized pit shell at a metal price of US$23.00/oz Ag, US$1,900.00/oz Au, US$0.95/lb Pb, US$1.25/lb Zn, recovery of 90% Ag, 98% Au, 83% Pb, 58% Zn and Cut-off grade of 40 g/t AgEq. Assumptions made to derive a cut-off grade included mining costs, processing costs, and recoveries were obtained from comparable industry situations.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

Except for statements of historical facts relating to the Company, certain information contained herein constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “goals”, “forecast”, “budget”, “potential” or variations thereof and other similar words, or statements that certain events or conditions “may”, “could”, “would”, “might”, “will” or “can” occur. Forward-looking statements include, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects; the result of the Silver Sand PFS Technical Report; the results of the Carangas PEA Technical Report; timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capital expenditures; success of exploration activities; government regulation of mining operations, environmental risks; and the sufficiency of funds to support the Company’s normal exploration, development and operating requirements on an ongoing basis.

 

Forward-looking statements are based on a number of estimates, assumptions, beliefs, expectations and opinions of management on the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include fluctuating equity prices, bond prices and commodity prices; calculation of resources, reserves and mineralization; general economic conditions; foreign exchange risks; interest rate risk; foreign investment risk; loss of key personnel; conflicts of interest; dependence on management; uncertainties relating to the availability and costs of financing needed in the future; environmental risks; operations and political conditions; the regulatory environment in Bolivia and Canada; risks associated with community relations and corporate social responsibility; and other factors

 

Management’s Discussion and Analysis Page 24

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the year ended June 30, 2025

(Expressed in United States dollars, unless otherwise stated)

described in this MD&A, under the heading “Risk Factors”, in the AIF and its other public filings. The foregoing is not an exhaustive list of the factors that may affect any of the Company’s forward-looking statements or information.

 

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

 

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

 

CAUTIONARY NOTE TO UNITED STATES INVESTORS

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

 

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

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

 

Management’s Discussion and Analysis Page 25

 

 

EX-99.5 6 exhibit99-5.htm NEW PACIFIC METALS CORP FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30 2025 Exhibit 99.5

Exhibit 99.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

June 30, 2025 and 2024

 

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of New Pacific Metals Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statements of financial position of New Pacific Metals Corp. and subsidiaries (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of loss, comprehensive loss, change in equity, and cash flows, for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and its financial performance and its cash flows for each of the two years in the period ended June 30, 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants

Vancouver, Canada

September 3, 2025

 

We have served as the Company’s auditor since 2004.

 

 

 

 

 

 


 

New Pacific Metals Corp.

Consolidated Statements of Financial Position

(Expressed in US dollars)

 

    Notes   June 30, 2025     June 30, 2024  
ASSETS                
Current Assets                
Cash and cash equivalents   16   $ 16,839,959     $ 21,950,211  
Short-term investments   3     -       258,702  
Receivables         21,467       51,340  
Deposits and prepayments         232,743       338,824  
          17,094,169       22,599,077  
                     
Non-current Assets                    
Equity investments   4     54,020       56,539  
Property, Plant and equipment   6     1,132,797       1,244,530  
Mineral property interests   7     116,934,365       113,765,931  
TOTAL ASSETS       $ 135,215,351     $ 137,666,077  
                     
                     
LIABILITIES AND EQUITY                    
Current Liabilities                    
Accounts payable and accrued liabilities   8   $ 835,763     $ 1,163,836  
Due to a related party   9     91,687       50,302  
          927,450       1,214,138  
Total Liabilities         927,450       1,214,138  
                     
Equity                    
Share capital   10     183,315,257       182,010,834  
Share-based payment reserve         20,676,968       19,931,083  
Accumulated other comprehensive income         8,697,745       9,311,400  
Deficit         (78,402,069 )     (74,645,012 )
Total equity attributable to the equity holders of the Company         134,287,901       136,608,305  
                     
Non-controlling interests   11     -       (156,366 )
Total Equity         134,287,901       136,451,939  
                     
TOTAL LIABILITIES AND EQUITY       $ 135,215,351     $ 137,666,077  
                     
Approved on behalf of the Board:                    
                     
(Signed) Maria Tang                      
Director                    
                     
(Signed) Jalen Yuan                      
Interim CEO                    

 

See accompanying notes to the consolidated financial statements

 

 

 

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New Pacific Metals Corp.

Consolidated Statements of Loss

(Expressed in US dollars)

 

        Years ended June 30,  
    Notes   2025     2024  
                 
Operating expense                
Project evaluation and corporate development       $ (35,934 )   $ (200,104 )
Depreciation   6     (196,539 )     (213,291 )
Filing and listing         (279,164 )     (304,582 )
Investor relations         (371,145 )     (324,474 )
Professional fees         (499,586 )     (331,307 )
Salaries and benefits         (1,708,009 )     (2,036,651 )
Office and administration         (1,273,737 )     (1,276,009 )
Share-based compensation   10(b)     (1,611,845 )     (2,255,847 )
          (5,975,959 )     (6,942,265 )
                     
Other income                    
Income from investments   5   $ 787,597     $ 1,061,095  
Gain on disposal of property, plant and equipment   6     -       51,418  
Provision for credit loss   12(e)     -       (274,865 )
Foreign exchange gain         1,408,140       77,339  
          2,195,737       914,987  
                     
Net loss       $ (3,780,222 )   $ (6,027,278 )
                     
Attributable to:                    
Equity holders of the Company       $ (3,757,057 )   $ (6,021,706 )
Non-controlling interests   11     (23,165 )     (5,572 )
Net loss       $ (3,780,222 )   $ (6,027,278 )
                     
Loss per share attributable to the equity holders of the Company                    
Loss per share - basic and diluted   10(d)   $ (0.02 )   $ (0.04 )
Weighted average number of common shares - basic and diluted         171,635,884       167,765,072  

 

See accompanying notes to the consolidated financial statements

 

 

 

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New Pacific Metals Corp.

Consolidated Statements of Comprehensive Loss

(Expressed in US dollars)

 

        Years ended June 30,  
    Notes   2025     2024  
                 
Net loss       $ (3,780,222 )   $ (6,027,278 )
Other comprehensive loss, net of taxes:                    
Items that may subsequently be reclassified to net loss:                    
Currency translation adjustment, net of tax of $nil         (265,933 )     (957,237 )
Items reclassified to net income:                    
Cumulative translation adjustment upon wind-up of a subsidiary         (464,256 )     -  
Other comprehensive loss, net of taxes       $ (730,189 )   $ (957,237 )
                     
Attributable to:                    
Equity holders of the Company       $ (613,655 )   $ (916,580 )
Non-controlling interests   11     (116,534 )     (40,657 )
Other comprehensive loss, net of taxes       $ (730,189 )   $ (957,237 )
Total comprehensive loss, net of taxes       $ (4,510,411 )   $ (6,984,515 )
                     
Attributable to:                    
Equity holders of the Company       $ (4,370,712 )   $ (6,938,286 )
Non-controlling interests   11     (139,699 )     (46,229 )
Total comprehensive loss, net of taxes       $ (4,510,411 )   $ (6,984,515 )

 

See accompanying notes to the consolidated financial statements

 

 

 

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New Pacific Metals Corp.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

 

        Years ended June 30,  
    Notes   2025     2024  
Operating activities                
Net loss       $ (3,780,222 )   $ (6,027,278 )
Add (deduct) items not affecting cash:                    
Income from investments   5     (787,597 )     (1,061,095 )
Depreciation   6     196,539       213,291  
Provision for credit loss         -       274,865  
Gain on disposal of property, plant and equipment         -       (51,418 )
Share-based compensation   10(b)     1,611,845       2,215,351  
Foreign exchange gain         (1,408,140 )     (77,339 )
Changes in non-cash operating working capital   16     165,280       (403,717 )
Interest received   5     741,190       907,891  
Net cash used in operating activities         (3,261,105 )     (4,009,449 )
                     
Investing activities                    
Mineral property interest                    
Capital expenditures         (2,968,726 )     (4,740,723 )
Property, plant and equipment                    
Additions   6     (85,120 )     (137,194 )
Proceeds on disposals   6     -       58,776  
Short-term investments                    
Proceeds on disposals   3     307,750       -  
Equity investments                    
Proceeds on disposals   4     -       312,340  
Net cash used in investing activities         (2,746,096 )     (4,506,801 )
                     
Financing activities                    
Proceeds from issuance of common shares for bought deal, net of transaction and issuance costs   10(c)     -       24,446,086  
Proceeds from issuance of common shares for option exercised         6,346       135,684  
Net cash provided by financing activities         6,346       24,581,770  
Effect of exchange rate changes on cash         890,603       (411,621 )
                     
Increase (decrease) in cash         (5,110,252 )     15,653,899  
Cash and cash equivalents, beginning of the year         21,950,211       6,296,312  
Cash and cash equivalents, end of the year       $ 16,839,959     $ 21,950,211  
Supplementary cash flow information   16                

 

See accompanying notes to the consolidated financial statements

 

 

 

Page | 5


 

New Pacific Metals Corp.

Consolidated Statements of Change in Equity

(Expressed in US dollars)

 

        Share capital                                      
    Notes   Number of
common
shares issued
    Amount     Share-based
payment
reserve
    Accumulated other
comprehensive
income (loss)
    Deficit     Total equity
attributable to the
equity holders of
the Company
    Non-
controlling
interests
    Total equity  
Balance, July 1, 2023         157,491,172     $ 155,840,052     $ 18,636,297     $ 10,227,980     $ (68,623,306 )   $ 116,081,023     $ (110,137 )   $ 115,970,886  
Options exercised         85,000       197,213       (61,529 )     -       -       135,684       -       135,684  
Restricted share units distributed         514,947       1,527,483       (1,527,483 )     -       -       -       -       -  
Common shares issued through bought deal financing   10(c)     13,208,000       24,446,086       -       -       -       24,446,086       -       24,446,086  
Share-based compensation         -       -       2,883,798       -       -       2,883,798       -       2,883,798  
Net loss         -       -       -       -       (6,021,706 )     (6,021,706 )     (5,572 )     (6,027,278 )
Currency translation adjustment         -       -       -       (916,580 )     -       (916,580 )     (40,657 )     (957,237 )
Balance, June 30, 2024         171,299,119       182,010,834       19,931,083       9,311,400       (74,645,012 )     136,608,305       (156,366 )     136,451,939  
Options exercised   10(b)(i)     4,167       8,641       (2,294 )     -       -       6,347       -       6,347  
Restricted share units distributed   10(b)(ii)     601,015       1,295,782       (1,295,782 )     -       -       -       -       -  
Share-based compensation   10(b)     -       -       2,043,961       -       -       2,043,961       -       2,043,961  
Derecognition upon wind-up of a subsidiary   11     -       -       -       -       -       -       296,065       296,065  
Net loss         -       -       -       -       (3,757,057 )     (3,757,057 )     (23,165 )     (3,780,222 )
Currency translation adjustment         -       -       -       (613,655 )     -       (613,655 )     (116,534 )     (730,189 )
Balance, June 30, 2025         171,904,301     $ 183,315,257     $ 20,676,968     $ 8,697,745     $ (78,402,069 )   $ 134,287,901     $ -     $ 134,287,901  

 

See accompanying notes to the consolidated financial statements

 

 

 

 

 

Page | 6

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

1. CORPORATE INFORMATION

 

New Pacific Metals Corp. along with its subsidiaries (collectively, the “Company” or “New Pacific”) is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company is in the stage of exploring and advancing the development of its mineral properties and has not yet determined if they contain economically recoverable mineral reserves. The underlying value and the recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral properties, and future profitable production or proceeds from the disposition of the mineral property interests.

 

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

 

2. MATERIAL ACCOUNTING POLICY INFORMATION

 

(a) Statement of Compliance and Basis of Preparation

 

These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The policies applied in these consolidated financial statements are based on IFRS Accounting Standards in effect as of June 30, 2025.

 

These consolidated financial statements have been prepared on a going concern basis.

 

The consolidated financial statements of the Company as at and for the year ended June 30, 2025 and 2024 were approved and authorized for issuance in accordance with a resolution of the Board of Directors (the “Board”) dated on September 2, 2025.

 

(b) Basis of Consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.

 

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary; and has the ability to use its power to affect its returns. For non-wholly-owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statements of financial position. Net income or loss for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary.

 

Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.

 

Page | 7

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

Details of the Company’s significant subsidiaries which are consolidated are as follows:

 

            Proportion of ownership interest held    
        Country of   June 30,   June 30,   Mineral
Name of subsidiaries   Principal activity   incorporation   2025   2024   properties
New Pacific Offshore Inc.   Holding company   BVI (i)   100%   100%    
SKN Nickel & Platinum Ltd.   Holding company   BVI   100%   100%    
Glory Metals Investment Corp. Limited   Holding company   Hong Kong   100%   100%    
New Pacific Investment Corp. Limited   Holding company   Hong Kong   100%   100%    
New Pacific Andes Corp. Limited   Holding company   Hong Kong   100%   100%    
Fortress Mining Inc.   Holding company   BVI   100%   100%    
New Pacific Success Inc.   Holding company   BVI   100%   100%    
New Pacific Forward Inc.   Holding company   BVI   100%   100%    
Minera Alcira S.A.   Mining company   Bolivia   100%   100%   Silver Sand
NPM Minerales S.A.   Mining company   Bolivia   100%   100%    
Colquehuasi S.R.L.   Mining company   Bolivia   100%   100%   Silverstrike
Minera Hastings S.R.L.   Mining company   Bolivia   100%   100%   Carangas
Qinghai Found Mining Co., Ltd.(ii)   Mining company   China   0%   82%    
(i) British Virgin Islands (“BVI”)                    
(ii) Qinghai Found Mining Co., Ltd. was wound-up on November 22, 2024        

 

(c) Foreign Currency Translation

 

The functional currency for each subsidiary of the Company is the currency of the primary economic environment in which the entity operates. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is the Canadian dollar (“CAD”). The functional currency of all Bolivian subsidiaries is the US dollar (“USD”). The functional currency of the Chinese subsidiary was the Chinese Renminbi (“RMB”).

 

Foreign currency monetary assets and liabilities are translated into the functional currency using exchange rates prevailing at the balance sheet date. Foreign currency non-monetary assets are translated using exchange rates prevailing at the transaction date. Foreign exchange gains and losses are included in the determination of net income.

 

The consolidated financial statements are presented in USD. The financial position and results of the Company’s entities are translated from functional currencies to USD as follows:

 

- assets and liabilities are translated using exchange rates prevailing at the reporting date;

- income and expenses are translated using average exchange rates prevailing during the period; and

- all resulting exchange gains or losses are included in other comprehensive income or loss.

 

The Company treats inter-company loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment. When a foreign entity is sold, the historical exchange differences plus the foreign exchange impact that arises on the transaction are recognized in the consolidated statement of loss as part of the gain or loss on sale.

 

 

 

 

 

 

Page | 8

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(d) Property, Plant and Equipment

 

Property, plant and equipment are initially recorded at cost, including all directly attributable costs to bring the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and applicable impairment losses. Depreciation is computed using the straight-line method based on the nature and estimated useful lives as follows:

 

Land Not depreciated
Building 20 Years
Machinery 5 Years
Motor Vehicles 5 Years
Office equipment and furniture 5 Years
Computer software 5 Years
   

Subsequent costs that meet the asset recognition criteria are capitalized while costs incurred that do not extend the economic useful life of an asset are considered repair and maintenance, which are accounted for as an expense recognized during the period. The Company conducts an annual assessment of the residual balances, useful lives, and depreciation methods being used for property, plant and equipment and any changes are applied prospectively.

 

Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Construction-in-progress assets are not depreciated until they are completed and available for use.

 

(e) Mineral Property Interest

 

The cost of acquiring mineral rights and properties either as an individual asset purchase or as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. Fair value is determined by estimating the value of the property’s reserves, resources and exploration potential.

 

Exploration and evaluation costs, incurred associated with specific mineral rights and properties prior to demonstrable technical feasibility and commercial viability of extracting a mineral resource, are capitalized.

 

Mineral property interests include the payment relating VAT until such time that the exploration and evaluation of mineral property interests are reclassified into development stage mineral interests. VAT is imposed by the Bolivian government. The Company had VAT receivables through its exploration expenditures incurred in Bolivia. Upon reclassification from exploration and evaluation to development, the VAT receivable will be recognized as a separate asset and will be deductible against future VAT payables that will be generated through sales.

 

The Company determines that a property is in the development stage when its technical feasibility and commercial viability are demonstrable. Costs incurred in the development stage prior to commercial production are capitalized and included in the carrying amount of the related property in the period incurred. Proceeds from sales before intended use during this period, if any, are recognized in profit or loss.

 

Page | 9

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(f) Impairment of Long-lived Assets

 

Long-lived assets, including mineral property interests, property, plant and equipment are reviewed and tested for impairment when indicators of impairment are considered to exist. Impairment assessments are conducted at the level of cash-generating units (“CGU”) or at the individual asset level, whichever is the lowest level for which identifiable cash inflows are largely independent of the cash flows of other assets.

 

An impairment loss is recognized for any excess of carrying amount of a CGU over its recoverable amount, which is the greater of its fair value less costs to sell and value in use. For mineral properties, the recoverable amount is estimated as the discounted future net cash inflows expected to be derived from expected future production, metal prices, and net proceeds from the disposition of assets on retirement, less operating and capital costs. Impairment losses are recognized in the period they are incurred.

 

For exploration and evaluation assets, indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditures in the specific area are neither budgeted nor planned, and exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources.

 

Impairment losses are reversed if there is evidence the loss no longer exists or has decreased. This reversal is recognized in net income in the period the reversal occurs limited by the carrying value that would have been determined, net of any depreciation, had no impairment charge been recognized in prior years.

 

(g) Share-based Payments

 

The Company grants share-based awards, including restricted share units (“RSUs”) and stock options to directors, officers, employees, and consultants.

 

For share-based awards, the fair value is charged to the consolidated statements of loss and credited to equity, on a straight-line basis over the vesting period, after adjusting for the estimated number of awards that are expected to vest. The fair value of share units is determined based on the quoted market price of the Company’s common shares at the date of grant. The fair value of the stock options granted to employees, officers, and directors is determined at the date of grant using the Black-Scholes option pricing model with market related input. The fair value of stock options granted to consultants is measured at the fair value of the services delivered unless that fair value cannot be estimated reliably, which then is determined using the Black-Scholes option pricing model. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

At each statement of financial position date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed. The movement in cumulative expense is recognized in the consolidated statements of loss with a corresponding entry within equity. The amount recognized as expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met.

 

(h) Income Tax

 

Current tax for each taxable entity is based on the local taxable income at the local substantively enacted statutory tax rate at the balance sheet date and includes adjustments to taxes payable or recoverable in respect to previous periods.

 

Page | 10

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

Deferred tax is recognized using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities, and their carrying amounts for financial reporting purposes. Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilized, except:

 

- where the deferred tax asset or liability relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

 

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will be available to allow the deferred tax asset to be recovered.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been substantively enacted by the end of the reporting period.

 

Deferred tax relating to items recognized outside profit or loss is recognized in other comprehensive income or directly in equity.

 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

 

(i) Earnings (loss) per Share

 

Earnings (loss) per share is computed by dividing net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if additional common shares are assumed to be issued under securities that entitle their holders to obtain common shares in the future. For RSUs, the weighted average outstanding numbers as at the end of the period are included in the calculation of diluted earnings per share. For stock options, the number of additional shares for inclusion in diluted earnings per share calculations is determined when the exercise price is less than the average market price of the Company’s common shares; the stock options are assumed to be exercised and the proceeds are used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options and repurchased from proceeds is included in the calculation of diluted earnings per share. When loss per share is presented in the period, the Company’s calculation of diluted loss per share excludes any incremental shares from the assumed calculation of RSUs and stock options as they would be anti-dilutive.

 

Page | 11

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(j) Financial Instruments

 

Initial recognition:

On initial recognition, all financial assets and financial liabilities are recorded at fair value less directly attributable transaction costs except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”), in which case transaction costs are expensed as incurred.

Subsequent measurement of financial assets:

Subsequent measurement of financial assets depends on the classification of such assets.

 

I. Non-equity instruments:

IFRS 9 includes a single model that has only two classification categories for financial instruments other than equity instruments: amortized cost and fair value. To qualify for amortized cost accounting, the instrument must meet two criteria:

i. The objective of the business model is to hold the financial asset for the collection of cash flows; and
ii. All contractual cash flows represent only the principal and interest on that principal.

All other instruments are mandatorily measured at fair value.

II. Equity instruments:

At initial recognition, for equity instruments other than held for trading, the Company may make an irrevocable election to designate it as either FVTPL or fair value through other comprehensive income (“FVTOCI”).

 

Financial assets classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization from the effective interest method is included in finance income.

 

Financial assets classified as FVTPL are measured at fair value with changes in fair values recognized in profit or loss.

 

Impairment of financial assets carried at amortized cost:

The Company recognizes a loss allowance for expected credit losses on its financial assets carried at amortized cost. The amount of expected credit loss is assessed at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.

 

Subsequent measurement of financial liabilities:

Financial liabilities classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization using the effective interest method is included in finance costs.

 

The Company classifies its financial instruments as follows:

- Financial assets classified as FVTPL: cash and cash equivalents, short-term investments – bonds, and equity investments;
- Financial assets classified as amortized cost: receivables and short-term investments – guaranteed investment certificates; and
- Financial liabilities classified as amortized cost: trade and other payables, and due to related parties.

 

Page | 12

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

Bonds:

The Company acquired bonds issued by other companies from various industries through the open market. These bonds are held to realize potential gains. The bonds may also be disposed on demand through the open market should the Company require funds for other operational or investment needs. Bonds are classified as FVTPL and are measured at fair value on initial recognition and subsequent measurement.

 

Equity investments:

Equity investments represent equity interests of other publicly-traded or privately-held companies that the Company has acquired through the open market or through private placements. These equity interests consist of common shares and warrants. Equity investments are classified as FVTPL and are measured at fair value on initial recognition and subsequent measurement. The fair value of warrants was determined using the Black-Scholes pricing model as at the acquisition date as well as at each period end.

 

Derecognition of financial assets and financial liabilities:

A financial asset is derecognized when:

- The rights to receive cash flows from the asset have expired; or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

Gains and losses on derecognition of financial assets and liabilities classified as amortized cost are recognized in profit or loss when the instrument is derecognized or impaired, as well as through the amortization process.

 

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. In this case, a new liability is recognized, and the difference in the respective carrying amounts is recognized in the consolidated statement of income.

 

Offsetting of financial instruments:

Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position if and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle liabilities simultaneously.

 

Fair value of financial instruments:

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without deduction for transaction costs. For financial instruments that are not traded in active markets, the fair value is determined using appropriate valuation techniques, such as using a recent arm’s length market transaction between knowledgeable and willing parties, discounted cash flow analysis, reference to the current fair value of another instrument that is substantially the same, or other valuation models.

 

(k) Cash and Cash Equivalents

 

Cash and cash equivalents include cash, and short-term money market instruments that are readily convertible to cash with original terms of three months or less.

 

Page | 13

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(l) Significant Judgments and Estimation Uncertainties

 

Many amounts included in the consolidated financial statements require management to make judgments and/or estimates. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of relevant facts and circumstances. Actual results may differ from the amounts included in the consolidated statement of financial position.

 

Areas of significant judgment include:

- Capitalization of expenditures with respect to exploration, evaluation and development costs to be included in mineral property interest;
- Determination of functional currency; and
- Recognition, measurement and impairment or impairment reversal assessment for mineral rights and properties.

 

Areas of significant estimates include:

- The estimated fair values of CGUs for impairment or impairment reversal tests, including estimates of future costs to produce proven and probable reserves, future commodity prices, discount rates, probabilities of expected cash flows from disposal and salvage value of property, plant and equipment;
- Valuation input and forfeiture rates used in calculation of share-based compensation; and
- Valuation of securities that do not have a quoted market price.

 

The Company estimates its mineral resources based on information compiled by qualified persons as defined in accordance with National Instrument 43-101.

 

(m) New IFRS Accounting Standards and interpretations not yet applied

 

IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”)

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its ‘operating profit or loss’. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.

 

IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the ’solely payments of principal and interest’ criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

 

Page | 14

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

The amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company is currently assessing the effect of these amendments on the financial statements. The Company has not early adopted any new accounting standard, interpretation or amendment that has been issued but is not yet effective.

 

3. SHORT-TERM INVESTMENTS

 

Short-term investments consist of the following:

 

    June 30, 2025     June 30, 2024  
Bonds   $ -     $ 258,702  

 

The Company acquired bonds issued by other corporations from various industries through the open market. These bonds were held to receive coupon interest payments and to realized potential gains. The bonds may also be disposed on demand through the open market should the Company require funds for operational or investment needs. The Company accounts for the bonds at fair value at each reporting date.

 

The continuity of short-term investment is summarized as follows:

 

    Amount  
Balance, July 1, 2023   $ 198,375  
Change in fair value     60,327  
Balance, June 30, 2024   $ 258,702  
Change in fair value     49,048  
Disposition     (307,750 )
Balance, June 30, 2025   $ -  

 

4. EQUITY INVESTMENTS

 

The equity investments are summarized as follows:

 

    June 30, 2025     June 30, 2024  
Common shares            
Public companies   $ 54,020     $ 56,539  

 

The continuity of equity investments is summarized as follows:

 

    Fair value     Accumulated mark-to-
market gain included
in deficit
 
Balance, July 1, 2023   $ 283,081     $ 3,792,631  
Proceeds on disposal     (312,340 )   $ -  
Change in fair value     92,877       92,877  
Foreign exchange impact     (7,079 )     -  
Balance, June 30, 2024   $ 56,539     $ 3,885,508  
Change in fair value     (2,641 )     (2,641 )
Foreign exchange impact     122       -  
Balance, June 30, 2025   $ 54,020     $ 3,882,867  

 

Page | 15

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

5. INCOME FROM INVESTMENTS

 

Income from investments consist of:

 

    Years ended June 30,  
    2025     2024  
Fair value change on equity investments   $ (2,641 )   $ 92,877  
Fair value change on bonds     49,048       60,327  
Interest income     741,190       907,891  
Income from investments   $ 787,597     $ 1,061,095  

 

6. PROPERTY, PLANT AND EQUIPMENT

 

Cost   Land and
building
    Machinery     Motor vehicles     Office equipment
and furniture
    Computer
software
    Total  
Balance, July 1, 2023   $ 630,000     $ 485,617     $ 579,032     $ 267,275     $ 93,515       2,055,439  
Additions     -       1,023       -       136,171       -       137,194  
Disposals     -       -       (110,838 )     (30,709 )     -       (141,547 )
Reclassifed among asset groups     -       (18,296 )     18,296       -       -       -  
Reclassifed to mineral property interests     -       (10,685 )     -       -       -       (10,685 )
Foreign currency translation impact     -       -       -       (3,209 )     (3,054 )     (6,263 )
Balance, June 30, 2024   $ 630,000     $ 457,659     $ 486,490     $ 369,528     $ 90,461     $ 2,034,138  
Additions     -       67,748       -       17,372       -       85,120  
Foreign currency translation impact     -       -       -       306       292       598  
Balance, June 30, 2025   $ 630,000     $ 525,407     $ 486,490     $ 387,206     $ 90,753     $ 2,119,856  
                                                 
Accumulated depreciation and amortization                                                
Balance, July 1, 2023   $ -     $ (170,912 )   $ (296,910 )   $ (177,284 )   $ (70,494 )   $ (715,600 )
Depreciation     -       (60,682 )     (94,549 )     (46,349 )     (11,711 )     (213,291 )
Disposals     -       -       110,837       23,352       -       134,189  
Foreign currency translation impact     -       -       -       2,676       2,418       5,094  
Balance, June 30, 2024   $ -     $ (231,594 )   $ (280,622 )   $ (197,605 )   $ (79,787 )   $ (789,608 )
Depreciation     -       (62,280 )     (79,251 )     (44,539 )     (10,469 )     (196,539 )
Foreign currency translation impact     -       -       -       (415 )     (497 )     (912 )
Balance, June 30, 2025   $ -     $ (293,874 )   $ (359,873 )   $ (242,559 )   $ (90,753 )   $ (987,059 )
                                                 
Carrying amount                                                
Balance, June 30, 2024   $ 630,000     $ 226,065     $ 205,868     $ 171,923     $ 10,674     $ 1,244,530  
Balance, June 30, 2025   $ 630,000     $ 231,533     $ 126,617     $ 144,647     $ -     $ 1,132,797  

 

For the year ended June 30, 2025, no equipment was disposed (year ended June 30, 2024 – proceeds of $58,776 and gain of $51,418).

 

7. MINERAL PROPERTY INTERESTS

 

(a) Silver Sand Project

 

On July 20, 2017, the Company acquired the Silver Sand Project. The Project is located in the Colavi District of the Potosí Department, in Southwestern Bolivia, 33 kilometres (“km”) northeast of Potosí City, the department capital. The project covers an area of approximately 5.42 km2 at an elevation of 4,072 metres (“m”) above sea level.

 

For the year ended June 30, 2025, total expenditures of $1,552,036 (year ended June 30, 2024 - $3,207,085) were capitalized under the project.

 

Page | 16

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(b) Carangas Project

 

In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the three exploration licenses that cover an area of 40.75 km2.

 

Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development, and production activities for the project.

 

For the year ended June 30, 2025, total expenditures of $1,473,791 (year ended June 30, 2024 - $1,794,259) were capitalized under the project.

 

(c) Silverstrike Project

 

In December 2019, the Company acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The project covers an area of approximately 13 km2 and is located approximately 140 km southwest of the city of La Paz, Bolivia. 

 

For the year ended June 30, 2025, total expenditures of $62,032 (year ended June 30, 2024 - $101,652) were capitalized under the project.

 

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

 

Cost   Silver Sand     Carangas     Silverstrike     Total  
Balance, July 1, 2023   $ 86,135,820     $ 18,137,910     $ 4,862,942     $ 109,136,672  
Capitalized exploration expenditures                                
Reporting and assessment     999,402       408,874       -       1,408,276  
Drilling and assaying     47,217       23,894       -       71,111  
Project management and support     1,765,297       1,079,177       63,919       2,908,393  
Camp service     249,764       241,945       36,754       528,463  
Permit and license     33,073       9,308       -       42,381  
Value added tax receivable     112,332       31,061       979       144,372  
Foreign currency impact     (365,571 )     (78,127 )     (30,039 )     (473,737 )
Balance, June 30, 2024   $ 88,977,334     $ 19,854,042     $ 4,934,555     $ 113,765,931  
Capitalized exploration expenditures                                
Reporting and assessment     94,894       190,352       -       285,246  
Drilling and assaying     342       6,763       5,125       12,230  
Project management and support     1,155,235       889,034       37,828       2,082,097  
Camp service     179,873       295,804       17,033       492,710  
Permit and license     12,606       47,818       -       60,424  
Value added tax receivable     109,086       44,020       2,046       155,152  
Foreign currency impact     51,499       26,018       3,058       80,575  
Balance, June 30, 2025   $ 90,580,869     $ 21,353,851     $ 4,999,645     $ 116,934,365  

 

Page | 17

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

8. TRADE AND OTHER PAYABLES

 

Trade and other payable consist of:

 

    June 30, 2025     June 30, 2024  
Trade payable   $ 242,492     $ 575,268  
Accrued liabilities     593,271       588,568  
    $ 835,763     $ 1,163,836  

 

9. RELATED PARTY TRANSACTIONS

 

Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere, if any, in the consolidated financial statements are as follows:

 

Due to a related party   June 30, 2025     June 30, 2024  
Silvercorp Metals Inc.   $ 91,687     $ 50,302  

 

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director and one officer (June 30, 2024 – one director) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the year ended June 30, 2025 were $801,406 (year ended June 30, 2024 - $823,195).

 

(b) Compensation of key management personnel

 

The remuneration of directors and other members of key management personnel for the year ended June 30, 2025 and 2024 are as follows:

 

    Years ended June 30,  
    2025     2024  
Director’s cash compensation   $ 64,498     $ 77,217  
Director’s share-based compensation     536,417       462,721  
Key management’s cash compensation     647,676       1,265,900  
Key management’s share-based compensation     525,454       1,833,584  
    $ 1,774,045     $ 3,639,422  

 

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

 

10. SHARE CAPITAL

 

(a) Share Capital - authorized share capital

 

The Company’s authorized share capital consists of an unlimited number of common shares without par value.

 

Page | 18

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(b) Share-based compensation

 

The Company has a share-based compensation plan (the “Plan”) under which the Company may issue stock options and restricted share units (“RSUs”). The maximum number of common shares to be reserved for issuance on any share-based compensation under the Plan is a rolling 10% of the issued and outstanding common shares from time to time.

 

For the year ended June 30, 2025, a total of $1,611,845 (year ended June 30, 2024 - $2,255,847) was recorded as share-based compensation expense.

 

For the year ended June 30, 2025, a total of $nil (year ended June 30, 2024 – a recovery of $40,496) was included in the project evaluation and corporate development expense.

 

For the year ended June 30, 2025, a total of $432,117 (year ended June 30, 2024 – $668,447) was capitalized under mineral property interests.

 

(i) Stock options

 

The continuity schedule of stock options, as at June 30, 2025, is as follows:

 

    Number of options     Weighted average exercise
price (CAD$)
 
Balance, July 1, 2023     3,957,167     $        3.37  
Options granted       1,335,000       2.10  
Options exercised     (85,000 )     2.15  
Options forfeited       (745,000 )     3.68  
Options expired       (689,167 )     2.15  
Balance, June 30, 2024     3,773,000     $ 3.11  
Options granted       1,810,333       1.58  
Options exercised     (4,167 )     2.10  
Options forfeited       (883,166 )     2.26  
Balance, June 30, 2025     4,696,000     $ 2.68  

 

During the year ended June 30, 2025, a total of 1,810,333 (year ended June 30, 2024 – 1,335,000) options with a life of five years were granted to directors, officers, and employees at an exercise price of CAD$1.58 (year ended June 30, 2024 – CAD$2.10) per share subject to a vesting schedule over a three-year term with 1/6 of the options vesting every 6 months after the date of grant until fully vested.

 

The fair value of the options granted during the year ended June 30, 2025 and 2024, were calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

    Years ended June 30,  
    2025     2024  
Risk free interest rate     2.76 %     3.71 %
Expected volatility     70.35 %     72.69 %
Expected life of options in years     2.75       2.75  
Estimated forfeiture rate     14.41 %     15.05 %

 

Page | 19

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

The weighted average grant date fair value of options granted during the year ended June 30, 2025, was CAD$0.72 (year ended June 30, 2024 – CAD$1.00). Volatility was determined based on the historical volatility of the Company’s shares over the estimated life of stock options.

 

The following table summarizes information about stock options outstanding as at June 30, 2025:

 

      Number of options     Weighted     Number of options     Weighted  
Exercise     outstanding as at     average remaining     exercisable as at     average  
prices (CAD$)     June 30, 2025     contractual life (years)     June 30, 2025     exercise price (CAD$)  
$ 1.58       1,429,833       4.62       -     $ -  
  2.10       1,028,167       3.55       342,832       2.10  
  3.33       533,000       1.60       533,000       3.33  
  3.42       726,000       2.55       485,334       3.42  
  3.67       20,000       2.57       13,333       3.67  
  3.89       10,000       1.65       10,000       3.89  
  3.92       20,000       2.79       13,333       3.92  
  4.00       929,000       1.93       929,000       4.00  
$ 1.58 - $4.00       4,696,000       3.17       2,326,832     $ 3.44  

 

Subsequent to June 30, 2025, a total of 46,833 options were exercised with an average exercise price of CAD $1.93 and 52,667 options were forfeited with an average exercise price of CAD $3.56.

 

(ii) RSUs

 

The continuity schedule of RSUs, as at June 30, 2025, is as follows:

 

    Number of shares     Weighted average grant
date closing price per
share (CAD$)
 
Balance, July 1, 2023       1,897,160     $           3.79  
Granted     1,024,000       2.10  
Forfeited     (278,999 )     3.67  
Distributed     (514,947 )     4.00  
Balance, June 30, 2024     2,127,214     $ 2.94  
Granted     1,139,333       1.58  
Forfeited     (476,666 )     2.07  
Distributed     (601,015 )     3.02  
Balance, June 30, 2025     2,188,866     $ 2.40  

 

During the year ended June 30, 2025, a total of 1,139,333 (year ended June 30, 2024 – 1,024,000) RSUs were granted to directors, officers, and employees at a grant date closing price of CAD$1.58 (year ended June 30, 2024 – CAD$2.10) per share subject to a vesting schedule over a three-year term with 1/6 of the RSUs vesting every 6 months after the date of grant until fully vested.

 

Subsequent to June 30, 2025, a total of 203,349 RSUs were vested and distributed, and a total of 5,000 RSUs were forfeited.

 

Page | 20

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(c) Bought deal financing

 

On September 29, 2023, the Company successfully closed a bought deal financing to issue a total of 13,208,000 common shares at a price of $1.96 (CAD $2.65) per common share for gross proceeds of $25,888,462. The underwriter’s fee and other issuance costs for the transaction were $1,442,376.

 

(d) Loss per share

 

    For the years ended June 30,  
    2025     2024  
    Loss
(Numerator)
    Shares
(Denominator)
    Per-share
Amount
    Loss
(Numerator)
    Shares
(Denominator)
    Per-share
Amount
 
Net loss Attributable to equity holders of the Company   $ (3,757,057 )   $ -     $ -     $ (6,021,706 )   $ -     $ -  
                                                 
Basic loss per share     (3,757,057 )     171,635,884     $ (0.02 )     (6,021,706 )     167,765,072     $ (0.04 )
Effect of dilutive securities:                                                
Stock options and RSUs     -       -       -       -       -       -  
Diluted loss per share   $ (3,757,057 )     171,635,884     $ (0.02 )   $ (6,021,706 )     167,765,072     $ (0.04 )

 

Anti-dilutive options that are not included in the diluted loss per share calculation were nil for the year ended June 30, 2025 (year ended June 30, 2024 – nil)

 

11. NON-CONTROLLING INTEREST

 

    Qinghai Found  
Balance, July 1, 2023   $ (110,137 )
Share of net loss     (5,572 )
Share of other comprehensive loss     (40,657 )
Balance, June 30, 2024   $ (156,366 )
Share of net loss     (23,165 )
Share of other comprehensive loss     (116,534 )
Derecognition upon wind-up of a subsidiary     296,065  
Balance, June 30, 2025   $ -  

 

The Company’s subsidiary Qinghai Found was wound-up on November 22, 2024. Non-controlling interest of $296,065 was derecognized upon the wind-up.

 

As at June 30, 2025, the non-controlling interest in the Company’s subsidiary Qinghai Found was 0% (June 30, 2024 - 18%).

 

12. FINANCIAL INSTRUMENTS

 

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

 

(a) Fair Value

 

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

 

Page | 21

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

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

 

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

 

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

 

The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at June 30, 2025 and June 30, 2024 that are not otherwise disclosed. As required by IFRS 13, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

    Fair value as at June 30, 2025  
Recurring measurements   Level 1     Level 2     Level 3     Total  
Financial Assets                        
Cash and cash equivalent   $ 16,839,959     $ -     $ -     $ 16,839,959  
Equity investments     54,020       -       -       54,020  

 

    Fair value as at June 30, 2024  
Recurring measurements   Level 1     Level 2     Level 3     Total  
Financial Assets                        
Cash and cash equivalent   $ 21,950,211     $ -     $ -     $ 21,950,211  
Short-term investment - bonds     258,702       -       -       258,702  
Equity investments     56,539       -       -       56,539  

 

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of June 30, 2025, and June 30, 2024, respectively, due to the short-term nature of these instruments.

 

There were no transfers into or out of Level 1, 2, or 3 during the year ended June 30, 2025.

 

(b) Liquidity Risk

 

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short term business requirements. As at June 30, 2025, the Company had a working capital position of $16,166,719 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration and development expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

 

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

 

    June 30, 2025     June 30, 2024  
    Due within a year     Total     Total  
Accounts payable and accrued liabilities   $ 835,763     $ 835,763     $ 1,163,836  
Due to a related party     91,687       91,687       50,302  
    $ 927,450     $ 927,450     $ 1,214,138  

 

Page | 22

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(c) Foreign Exchange Risk

 

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

 

Financial assets denominated in foreign currencies other than relevant functional currency   June 30, 2025     June 30, 2024  
United States dollars   $ 650,984     $ 331,138  
Bolivianos     1,024,674       261,353  
Total   $ 1,675,658     $ 592,491  
                 

 

Financial liabilities denominated in foreign currencies other than relevant functional currency            
United States dollars   $ 133,275     $ 57,116  
Bolivianos     459,472       520,046  
Total   $ 592,747     $ 577,162  

 

As at June 30, 2025, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $5,100.

 

As at June 30, 2025, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $5,600.

 

(d) Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of June 30, 2025. The Company, from time to time, also owns cashable guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

 

(e) Credit Risk

 

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

 

The Company has deposits of cash and cash equivalent that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash and cash equivalent is held with major financial institutions. Bonds by nature are exposed to more credit risk than cash and cash equivalent. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries.

 

Page | 23

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025, the Company had a receivables balance of $21,467 (June 30, 2024 - $51,340).

 

(f) Equity Price Risk

 

The Company holds certain marketable security that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at June 30, 2025, a 10% increase (decrease) in the market price of the security held, ignoring any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $5,400.

 

13. CAPITAL MANAGEMENT

 

The objectives of the capital management policy are to safeguard the Company’s ability to support exploration and operating requirements on an ongoing basis, continue the investment in high quality assets along with safeguarding the value of its mineral properties, and support any expansionary plans.

 

The capital of the Company consists of the items included in equity less cash, cash equivalents and short-term investments. Risk and capital management are primarily the responsibility of the Company’s corporate finance function and is monitored by the Board. The Company manages the capital structure and makes adjustments depending on economic conditions. Significant risks are monitored and actions are taken, when necessary, according to the Company’s approved policies.

 

14. INCOME TAX

 

A summary of the Company’s reconciliation of income taxes at statutory rates for the years ended June 30, 2025 and 2024, is as follows

 

    Years ended June 30,  
    2025     2024  
Canadian statutory tax rate   27.00%     27.00%  
             
Loss before income taxes   $ (3,780,222 )   $ (6,027,278 )
                 
Income tax recovery computed at Canadian statutory rates     (1,020,659 )     (1,627,363 )
Foreign tax rates different from statutory rate     (69,866 )     288,448  
Permanent items and other     583,296       679,229  
Change in unrecognized deferred tax assets     507,229       659,686  
      -       -  

 

Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits is dependent upon numerous factors, including the future profitability of operations in the jurisdiction in which the tax benefit arises. Deductible temporary differences and unused tax loss for which no deferred tax assets have been recognized are attributable to the following:

    June 30, 2025     June 30, 2024  
Non-capital loss carry forward   $ 16,212,219     $ 13,414,430  
Capital loss carry forward     18,622,526       18,562,659  
Proerpty, plant and equipment     248,417       230,519  
Equity investments     337,682       333,904  
Share issuance cost     857,623       1,139,821  
      36,278,467       33,681,333  

 

Page | 24

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As of June 30, 2025, the Company has the following net operating losses, expiring various years to 2045 and available to offset future taxable income in Canada, Bolivia, respectively:

 

    Canada     Bolivia  
2026     -       763,735  
2027     -       1,312,466  
2028     -       1,787,409  
2029     -       1,928,247  
2030     -       661,949  
2031     -       -  
2032     -       -  
2033     -       -  
2034     -       -  
2035     -       -  
2036     -       -  
2037     -       -  
2038     -       -  
2039     -       -  
2040     -       -  
2041     -       -  
2042     -       -  
2043     3,719,705       -  
2044     3,060,740       -  
2045     2,977,968       -  
    $ 9,758,413     $ 6,453,806  

 

As at June 30, 2025, the Company had capital loss carry forward of $18,622,526 that can be carried indefinitely in Canada (June 30, 2024 - $18,562,659).

 

15. SEGMENTED INFORMATION

 

As at and for the year ended June 30, 2025, the Company operates in four (as at and for the year June 30, 2024 – four) reportable operating segments, one being the corporate segment; the other three being the exploration and development segments based on mineral properties in Bolivia. These reportable segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s Chief Executive Officer, the chief operating decision maker (“CODM”).

 

(a) Segment information for assets and liabilities are as follows:

 

Page | 25

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

    June 30, 2025  
          Exploration and Development        
    Corporate     Silver Sand     Carangas     Silverstrike     Total  
Cash and cash equivalents   $ 16,341,420     $ 288,480     $ 210,194     $ (135 )   $ 16,839,959  
Equity investments     54,020       -       -       -       54,020  
Property, plant and equipment     153,455       291,060       50,326       637,956       1,132,797  
Mineral property interests     -       90,580,869       21,353,851       4,999,645       116,934,365  
Other assets     213,270       27,903       13,037       -       254,210  
Total Assets   $ 16,762,165   $ 91,188,312     $ 21,627,408     $ 5,637,466     $ 135,215,351  
                                         
Total Liabilities   $ (685,596 )   $ (221,140 )   $ (20,585 )   $ (129 )   $ (927,450 )

 

    June 30, 2024  
          Exploration and Development        
    Corporate     Silver Sand     Carangas     Silverstrike     Total  
Cash and cash equivalents   $ 21,703,189     $ 97,281     $ 73,013     $ 76,728     $ 21,950,211  
Short-term investments     258,702       -       -       -       258,702  
Equity investments     56,539       -       -       -       56,539  
Property, plant and equipment     191,423       374,662       30,328       648,117       1,244,530  
Mineral property interests     -       88,977,334       19,854,042       4,934,555       113,765,931  
Other assets     346,294       30,451       13,009       410       390,164  
Total Assets   $ 22,556,147   $ 89,479,728     $ 19,970,392     $ 5,659,810     $ 137,666,077  
                                         
Total Liabilities   $ (955,500 )   $ (171,108 )   $ (81,574 )   $ (5,956 )   $ (1,214,138 )

 

(b) Segment information for operating results are as follows:

 

    Year ended June 30, 2025  
          Exploration and Development        
    Corporate     Silver Sand     Carangas     Silverstrike     Total  
Project evaluation and corporate development   $ (33,797 )   $ (2,137 )   $ -     $ -     $ (35,934 )
Salaries and benefits     (1,708,009 )     -       -       -       (1,708,009 )
Share-based compensation     (1,611,845 )     -       -       -       (1,611,845 )
Other operating expenses     (2,159,652 )     (395,883 )     (51,983 )     (12,653 )     (2,620,171 )
Total operating expense     (5,513,303 )     (398,020 )     (51,983 )     (12,653 )     (5,975,959 )
                                         
Income from investments     787,597       -       -       -       787,597  
Foreign exchange gain     903,333       305,019       199,782       6       1,408,140  
Net (loss) income   $ (3,822,373 )   $ (93,001 )   $ 147,799     $ (12,647 )   $ (3,780,222 )
                                         
Attributed to:                                        
Equity holders of the Company   $ (3,799,208 )   $ (93,001 )   $ 147,799     $ (12,647 )   $ (3,757,057 )
Non-controlling interests     (23,165 )     -       -       -       (23,165 )
Net (loss) income   $ (3,822,373 )   $ (93,001 )   $ 147,799     $ (12,647 )   $ (3,780,222 )

 

    Year ended June 30, 2024  
          Exploration and Development        
    Corporate     Silver Sand     Carangas     Silverstrike     Total  
Project evaluation and corporate development   $ (200,104 )   $ -     $ -     $ -     $ (200,104 )
Salaries and benefits     (2,036,651 )     -       -       -       (2,036,651 )
Share-based compensation     (2,255,847 )     -       -       -       (2,255,847 )
Other operating expenses     (2,196,622 )     (203,611 )     (33,581 )     (15,849 )     (2,449,663 )
Total operating expense     (6,689,224 )     (203,611 )     (33,581 )     (15,849 )     (6,942,265 )
                                         
Income from investments     1,061,095       -       -       -       1,061,095  
(Loss) gain on disposal of plant and equipment     (488 )     51,906       -       -       51,418  
Provision on credit loss     (274,865 )     -       -       -       (274,865 )
Foreign exchange gain     65,470       1,550       10,317       2       77,339  
Net loss   $ (5,838,012 )   $ (150,155 )   $ (23,264 )   $ (15,847 )   $ (6,027,278 )
                                         
Attributed to:                                        
Equity holders of the Company   $ (5,832,440 )   $ (150,155 )   $ (23,264 )   $ (15,847 )   $ (6,021,706 )
Non-controlling interests     (5,572 )     -       -       -       (5,572 )
Net loss   $ (5,838,012 )   $ (150,155 )   $ (23,264 )   $ (15,847 )   $ (6,027,278 )

Page | 26

New Pacific Metals Corp.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

16. SUPPLEMENTARY CASH FLOW INFORMATION

 

Changes in non-cash operating working capital:   Years ended June 30,  
    2025     2024  
Receivables   $ 29,584     $ 94,806  
Deposits and prepayments     104,544       99,836  
Accounts payable and accrued liabilities     (9,152 )     (594,351 )
Due to a related party     40,304       (4,008 )
    $ 165,280     $ (403,717 )

 

Non-cash capital transactions:   Years ended June 30,  
    2025     2024  
Reduction of capital expenditures of mineral property interest in accounts payable and accrued liabilities   $ (312,984 )   $ (499,579 )
Addition of capital expenditure of mineral property  interest from deposits and prepayments   $ -     $ 182,718  

 

Cash and cash equivalents:     June 30, 2025       June 30, 2024  
Cash on hand and at bank   $ 8,007,009     $ 10,689,181  
Cash equivalents     8,832,950       11,261,030  
    $ 16,839,959     $ 21,950,211  

 

Page | 27

 

EX-99.6 7 exhibit99-6.htm CONSENT OF ALEX ZHANG, P. GEO. Exhibit 99.6

Exhibit 99.6

 

CONSENT OF EXPERT

 

The undersigned hereby consents to the inclusion in the Management’s Discussion & Analysis of New Pacific Metals Corp. (the “Company”) for the period ended June 30, 2025 of references to the undersigned as a qualified person and the undersigned's name with respect to the disclosure of technical and scientific information contained therein.

 

The undersigned further consents to the inclusion or incorporation by reference of all references to the undersigned in the Company’s Registration Statement on Form F-10 (No. 333-273541). This consent extends to any amendments to the Form F-10, including post-effective amendments.

 

/s/ Alex Zhang  
Alex Zhang, P.Geo.  
September 3, 2025  

 


 

EX-99.7 8 exhibit99-7.htm CONSENT OF DELOITTE LLP Exhibit 99.7

Exhibit 99.7

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-273541 on Form F-10 of our report dated September 3, 2025, relating to the financial statements of New Pacific Metals Corp. appearing in this Current Report on Form 6-K dated September 4, 2025.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants  
Vancouver, Canada  
September 4, 2025