6-K - NEWP - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934

For the month of: September, 2024

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 10, 2024	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AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 9, 2024
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, 2024
99.5	New Pacific Metals Corp. Financial Statements for the year ended June 30, 2024
99.6	Consent of Alex Zhang, P. Geo.
99.7	Consent of Deloitte LLP

Exhibit 99.1

Exhibit 99.1

NEWS RELEASE

NEW PACIFIC REPORTS FINANCIAL RESULTS FOR THE THREE MONTH AND YEAR ENDED JUNE 30, 2024

VANCOUVER, BRITISH COLUMBIA – SEPTEMBER 9, 2024: New Pacific Metals Corp. (“New Pacific” or the “Company”) reports its financial results for the three months and year ended June 30, 2024. All figures are expressed in US dollars unless otherwise stated.

FISCAL 2024 HIGHLIGHT

The Company filed its independent National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) Pre-Feasibility Study for the Silver Sand Project (the “Silver Sand PFS Technical Report”) on August 8, 2024. The Silver Sand PFS Technical Report shows an post-tax net present value (“NPV”) at a 5% discount rate of $740 million with an internal rate of return (“IRR”) of 37% at a base case price of $24.00 per ounce (“oz”) of silver, underpinned by a production of approximately 157 million oz (“Moz”) of silver over 13 years of mine life with average life of mine (“LOM”) all-in sustaining cost (“AISC”) of $10.69/oz silver.
The Company filed its inaugural NI 43-101 mineral resource estimate for its Carangas Project (the “Carangas MRE”) on September 18, 2023. Total indicated mineral resources of 214.9 million tonnes (“Mt”) containing 205.3 Moz of silver, 1,588.2 thousand oz (“Koz”) of gold, 1,444.9 million pounds (“Mlbs”) of lead, 2,653.7 Mlbs of zinc, and 112.6 Mlbs of copper; or collectively 559.8 Mozs silver equivalent (“AgEq”). Total inferred mineral resources are 45.0 Mt containing 47.7 Mozs of silver, 217.7 Kozs of gold, 297.9 Mlbs of lead, 533.7 Mlbs of zinc, and 16.8 Mlbs of copper; or collectively 109.8 Mozs AgEq.
Successfully closed a bought deal financing on September 29, 2023. A total of 13,208,000 common shares of the Company were sold under the bought deal financing at a price of $1.96 (CAD $2.65) per common share for total gross proceeds of approximately $25.9 million (CAD $35 million). The underwriter’s fee and other issuance costs for the transaction were approximately $1.4 million.

FINANCIAL RESULTS

Net loss attributable to equity holders of the Company for the three months and year ended June 30, 2024 of $1.48 million and $6.02 million or $0.01 and $0.04 per share, respectively (three months and year ended June 30, 2023 – net loss of $1.86 million and $8.10 million or $0.01 per share and $0.05 per share, respectively). The Company’s financial results were mainly impacted by the following items:

Operating expenses for the three months and year ended June 30, 2024 of $1.53 million and $6.94 million, respectively (three months and year ended June 30, 2023 - $1.89 million and $8.26 million, respectively).
Income from investments for the three months and year ended June 30, 2024 of $0.32 million and $1.06 million, respectively (three months and year ended June 30, 2023 – $0.02 million and $0.18 million, respectively).

Gain on disposal of property, plant and equipment for the three months and year ended June 30, 2024 of $nil and $0.05 million, respectively (three months and year ended June 30, 2023 – $nil and $nil, respectively).
Provision for credit loss for the three months and year ended June 30, 2024 of $0.27 million and $0.27 million, respectively (three months and year ended June 30, 2023 – $nil and $nil, respectively).
Foreign exchange gain (loss) for the three months year ended June 30, 2024 of $(0.01) million and $0.08 million, respectively (three months and year ended June 30, 2023 – $0.01 million and $(0.02) million, respectively).
Working Capital: As of June 30, 2024, the Company had working capital of $21.38 million.

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, 2022	$	79,594,886		$	6,011,566		$	3,324,120		$	88,930,572
Capitalized exploration expenditures
Reporting and assessment		1,008,174			88,558			-			1,096,732
Drilling and assaying		1,925,695			8,289,678			977,881			11,193,254
Project management and support		2,719,120			1,424,573			256,569			4,400,262
Camp service		467,690			1,005,158			174,651			1,647,499
Permit and license		195,821			9,389			-			205,210
Value added tax not claimed		426,406			1,317,819			154,401			1,898,626
Foreign currency impact		(201,972	)		(8,831	)		(24,680	)		(235,483	)
Balance, June 30, 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 not claimed		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

SILVER SAND PROJECT

For the three months and year ended June 30, 2024, total expenditures of $1.02 million and $3.21 million, respectively (three months and year ended June 30, 2023 - $0.93 million and $6.74 million, respectively) were capitalized under the project.

CARANGAS PROJECT

For the three months and year ended June 30, 2024, total expenditures of $0.47 million and $1.79 million, respectively (three months and year ended June 30, 2023 - $1.75 million and $12.14 million, respectively) were capitalized under the project.

SILVERSTRIKE PROJECT

For the three months and year ended June 30, 2024, total expenditures of $0.02 million and $0.10 million, respectively (three months and year ended June 30, 2023 - $0.22 million and $1.56 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 rapidly advancing its Carangas project towards a Preliminary Economic Assessment. For the Silverstrike project, the Company completed a discovery drill program in 2022.

For further information, please contact:

Andrew Williams, CEO New Pacific Metals Corp. Phone: (604) 633-1368 Ext. 236 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 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 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.

Exhibit 99.2

Exhibit 99.2

Form 52-109F1Certification of Annual Filings Full Certificate

I, Andrew Williams, 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, 2024.
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.

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 April 1, 2024 and ended on June 30, 2024 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 10, 2024

/s/“Andrew Williams” Andrew Williams Chief Executive Officer

Exhibit 99.3

Exhibit 99.3

Form 52-109F1Certification of Annual Filings Full Certificate

I, Jalen Yuan, 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, 2024.
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.

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 April 1, 2024 and ended on June 30, 2024 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 10, 2024

/s/“Jalen Yuan” Jalen Yuan Chief Financial Officer

 Exhibit 99.4

Exhibit 99.4

MANAGEMENT’SDISCUSSION AND ANALYSIS

For the year ended June 30, 2024

(Expressed in United States Dollars)

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

Dateof Report: September 6, 2024

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, 2024 and2023 and the related notes contained therein. The Company prepares its financial statements in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’smaterial accounting policy information are set out in Note 2 of the consolidated financial statements for the year ended June 30, 2024and 2023. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certain amounts shownin 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 thisMD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of September 6, 2024.

BUSINESSOVERVIEW AND STRATEGY

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

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

FISCAL2024 HIGHLIGHT

·	The Company filed its independent National Instrument<br>43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) Pre-Feasibility Study for the Silver Sand<br>Project (the “Silver Sand PFS Technical Report”) on August 8, 2024. The Silver Sand PFS Technical Report shows an post-tax<br>net present value (“NPV”) at a 5% discount rate of $740 million with an internal rate of return (“IRR”) of 37%<br>at a base case price of $24.00 per ounce (“oz”) of silver, underpinned by a production of approximately 157 million oz (“Moz”)<br>of silver over 13 years of mine life with average life of mine (“LOM”) all-in sustaining cost (“AISC”) of $10.69/oz<br>silver.
·	The<br>Company filed its inaugural NI 43-101 mineral resource estimate for its Carangas Project (the “Carangas MRE”) on September<br>18, 2023. Total indicated mineral resources of 214.9 million tonnes (“Mt”) containing 205.3 Moz of silver, 1,588.2 thousand<br>oz (“Koz”) of gold, 1,444.9 million pounds (“Mlbs”) of lead, 2,653.7 Mlbs of zinc, and 112.6 Mlbs of copper;<br>or collectively 559.8 Mozs silver equivalent (“AgEq”). Total inferred mineral resources are 45.0 Mt containing 47.7 Mozs<br>of silver, 217.7
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Management’s Discussion and Analysis	Page 2
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NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

Kozs of gold, 297.9 Mlbs of lead, 533.7 Mlbs of zinc, and 16.8 Mlbs of copper; or collectively 109.8 Mozs AgEq.

·	Successfully closed a bought deal financing on<br>September 29, 2023. A total of 13,208,000 common shares of the Company were sold under the bought deal financing at a price of $1.96 (CAD<br>$2.65) per common share for total gross proceeds of approximately $25.9 million (CAD $35 million). The underwriter’s fee and<br>other issuance costs for the transaction were approximately $1.4 million.

PROJECTsovervieW

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 km^2^. The Silver Sand south block, covering an area of 3.17 km^2^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 km^2^ and is comprised of two AMCs (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 (“MRE”) is based on these extensive exploration programs. Based on the MRE, the Silver Sand Project has an estimated measured and

Management’s Discussion and Analysis	Page 3

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

indicated mineral resource of 201.77 Moz of silver at head 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 MRE, please refer to the Company’s news release dated November 28, 2022.

(b)	Advanced Study

On August 8, 2024, the Company filed its independent 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. Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”. Highlights of the Silver Sand PFS Technical Report are as follows:

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

(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 Company continues to advance its socialization process with communities located within the Silver Sand Project’s area of influence and collect wet and dry season environmental baseline data. In addition, the Company is establishing a development fund for sustainable development projects in partnership with local communities, demonstrating its long-term commitment to the region. After completion of the socialization process, the Company plans to achieve the following:

§	obtain surface rights through long-term land<br>lease agreements;
§	finalize a resettlement and compensation plan<br>for impacted families; and
---	---
§	implement measures to safeguard cultural and<br>historical heritage.
---	---

Integral to our pathway towards obtaining the EEIA, the Company is establishing a framework to coexist with artisanal and small-scale miners (“ASMs”) in areas of the Silver Sand Project that do not encroach on our mineral rights. The Company recognizes the importance of ASMs 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

Management’s Discussion and Analysis	Page 4

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

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. Regarding the extent of the impact of the ASMs activities on the Silver Sand Project’s mineral resources, the Company believes 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 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.

Management’s Discussion and Analysis	Page 5

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

(e)	Project Expenditure

For the three months and year ended June 30, 2024, total expenditures of $1,016,375 and $3,207,085, respectively (three months and year ended June 30, 2023

$925,448 and $6,742,906, 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 km^2^.

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. On September 18, 2023, the Company filed its inaugural independent NI 43-101 MRE for the Carangas Project (the “Carangas MRE”) based on the results of these exploration programs. RPMGlobal (Canada) Ltd. (“RPM”) was contracted to conduct the Carangas MRE technical report. Highlights from the Carangas MRE are as follows:

§	Total indicated mineral resources of 214.9<br>Mt containing 205.3 Mozs of silver, 1,588.2 Kozs of gold, 1,444.9 Mlbs of lead (“Pb”), 2,653.7 Mlbs of zinc, and 112.6 Mlbs<br>of copper; or collectively 559.8 Mozs of AgEq.
§	Total inferred mineral resources of 45.0<br>Mt containing 47.7 Mozs of silver, 217.7 Kozs of gold, 297.9 Mlbs of lead, 533.7 Mlbs of zinc, and 16.8 Mlbs of copper; or collectively 109.8<br>Mozs of AgEq.
---	---
§	The Carangas Project is a globally significant<br>Ag-Au polymetallic discovery.
---	---
§	Mineralization starts at or near surface, potentially<br>allowing for open-pit mining with an average stripping ratio for the conceptual pit of approximately 1.8:1 (tonnes of waste: tonnes of<br>mineral resource).
---	---
§	Below the pit constraint, substantial gold-dominant<br>mineralization, similar in size and grade to the reported gold domain, has the potential for conversion to underground mineable resources<br>pending further evaluation for reasonable prospects of eventual economic extraction.
---	---
§	Favorable initial metallurgical test work indicates<br>laboratory-based recoveries of up to 90% for silver and 98% for gold based on a combination of flotation and cyanide leaching.
---	---

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

Management’s Discussion and Analysis	Page 6

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

(b)	Advanced Study

The Preliminary Economic Assessment in respect of the Carangas Project (the “Carangas PEA”) remains on schedule for completion by September 2024. The Company and its independent consultants led by RPM are currently undertaking trade-off studies based on the Carangas MRE. There are a variety of open pit mining options under review, all focusing on the higher-grade, near-surface starter pit at the Carangas Project that can be mined at a lower strip ratio. Additionally, the Company is undertaking a metallurgical test program to enhance the processing flowsheet and gather valuable data to support the Carangas PEA.

(c)	Project Expenditure

For the three months and year ended June 30, 2024, total expenditures of 469,673 and $1,794,259, respectively (three months and year ended June 30, 2023 - $1,754,915 and $12,135,175, respectively) were capitalized under the Carangas Project.

Silverstrike Project

The Silverstrike Project is located approximately 140 km southwest of La Paz, Bolivia. In December 2019, the Company signed a mining association agreement and acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The private Bolivian corporation is owned 100% by Bolivian nationals and holds the title to the nine ATEs (covering an area of approximately 13 km^2^) 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.

(d)	Project Expenditure

For the three months and year ended June 30, 2024, total expenditures of $18,356 and $101,652, respectively (three months and year ended June 30, 2023 - $217,431 and $1,563,502, respectively) were capitalized under the Silverstrike Project.

Management’s Discussion and Analysis	Page 7

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

Frontier Area – Carangas Project andSilverstrike 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 by other Bolivian organizations or communities.

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, 2022	$	79,594,886		$	6,011,566		$	3,324,120			88,930,572
Capitalized exploration expenditures
Reporting and assessment		1,008,174			88,558			-			1,096,732
Drilling and assaying		1,925,695			8,289,678			977,881			11,193,254
Project management and support		2,719,120			1,424,573			256,569			4,400,262
Camp service		467,690			1,005,158			174,651			1,647,499
Permit and license		195,821			9,389			-			205,210
Value added tax not claimed		426,406			1,317,819			154,401			1,898,626
Foreign currency impact		(201,972	)		(8,831	)		(24,680	)		(235,483	)
Balance, June 30, 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 not claimed		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
Management’s Discussion and Analysis	Page 8
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For****the year ended June30, 2024

(Expressed in United States dollars, unlessotherwise stated)

FINANCIALRESULTS

Selected Annual Information


Operating expense	(6,942,265	)	(8,256,075	)	(6,777,399	)
Income from Investments	1,061,095		178,046		220,112
Other (loss) income	(146,108	)	(22,103	)	85,619
Net loss	(6,027,278	)	(8,100,132	)	(6,471,668	)
Net loss attributable to equity holders	(6,021,706	)	(8,095,449	)	(6,420,885	)
Basic and diluted loss per share	(0.04	)	(0.05	)	(0.04	)
Total current assets	22,599,077		7,547,949		33,188,094
Total non-current assets	115,067,000		110,759,592		90,890,161
Total current liabilities	1,214,138		2,336,655		3,869,300
Total non-current liabilities	-		-		-

Net loss attributable to equity holders ofthe Company for the three months ended June 30, 2024 (“Q4 Fiscal 2024”) was $1,482,446 or $0.01 (three months ended June 30, 2023 (“Q4 Fiscal 2023”) – net loss of $1,864,029 or $0.01 per share).

Net loss attributable to equity holders ofthe Company for the year ended June 30, 2024 (“Fiscal 2024”) was $6,021,706 or $0.04 per share (year ended June 30, 2023 (“Fiscal 2023”) – net loss of $8,095,449 or $0.05 per share).

The Company’s net loss attributable to equity holders of the Company for the three months and year ended June 30, 2024 and the respective comparative periods were mainly impacted by its operating expenses and other income (loss). Details of the variance analysis on operating expenses and other income (loss) items are explained below.

Operating expenses for the three months and year ended June 30, 2024 were $1,532,627 and $6,942,265, respectively (three months and year ended June 30, 2023 - $1,892,005 and $8,256,075, 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, 2024 of $4,028 and $200,104, respectively (three months and year ended June 30, 2023 - $120,787 and $460,901, respectively). The Company is focusing on the exploration and development of its existing projects and did not incur significant expenditures in new project evaluation in Q4 Fiscal 2024 and throughout Fiscal 2024.

(ii)

Filing and listing fees for the three months and year ended June 30, 2024 of $76,277 and $304,582, respectively (three months and year ended June 30, 2023 - $41,730 and $306,514, respectively). Q4 Fiscal 2024 fees were slightly higher than Q4 Fiscal 2023 as a result of the amortization of the increased ongoing listing fee related to the recent bought deal financing. Fees for Fiscal 2024 were comparable to Fiscal 2023.

(iii)	Investor relations expenses for the three months and year ended June 30, 2024 of $80,325 and $324,474,<br>respectively (three months and year ended June 30, 2023 - $80,889 and $576,065, respectively). Investor relations expenses were comparable<br>between Q4 Fiscal 2024 and Q4 Fiscal 2023 since similar activities were incurred during the periods. Investor relations expenses for Fiscal

Management’s Discussion and Analysis	Page 9

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

2024 decreased compared to Fiscal 2023 as a result of the reduction in investor relation activities throughout the current year.

(iv)	Professional fees for the three months and year ended June 30, 2024 of $63,287 and $331,307, respectively<br>(three months and year ended June 30, 2023 - $99,907 and $387,420, respectively). Professional fees in Q4 Fiscal 2024 and Fiscal 2024<br>decreased slightly compared to Q4 Fiscal 2023 and Fiscal 2023 as a result of marginal decreases in general legal and counselling services.<br>The professional fees related to shelf-prospectus filing and bought deal financing in Fiscal 2024 were treated as part of the issuance<br>cost of the transaction.
(v)	Salaries and benefits expense for the three months and year ended June 30, 2024 of $441,650 and<br>$2,036,651, respectively (three months and year ended June 30, 2023 - $512,094 and $1,684,063, respectively). The decrease in salary and<br>benefits for Q4 Fiscal 2024 compared to Q4 Fiscal 2023 was a result of less charge back allocation to the Company by the group of management<br>service personnel shared with Silvercorp Metals Inc. (“Silvercorp”). The increase in salaries and benefits for Fiscal 2024<br>compared to Fiscal 2023 was a result of hirings of a few key management positions in early 2023 and the accrual of bonus incentives.
---	---
(vi)	Office and administration expenses for the three months and year ended June 30, 2024 of $262,092<br>and $1,276,009, respectively (three months and year ended June 30, 2023 - $332,510 and $1,465,132, respectively). The decrease in office<br>and administrative expenses for Q4 Fiscal 2024 and Fiscal 2024 was a result of reduced administrative activities in both Canada and Bolivia.
---	---
(vii)	Share-based compensation for the three months and year ended June 30, 2024 of $545,829 and $2,255,847,<br>respectively (three months and year ended June 30, 2023 - $647,214 and $3,162,449, respectively). The decrease in share-based compensation<br>for Q4 Fiscal 2024 and Fiscal 2024 was a result of forfeitures of stock options and restricted share units during the periods.
---	---

Income from investments for the three months and year ended June 30, 2024 were $324,810 and $1,061,095, respectively (three months and year ended June 30, 2023 – $16,827 and $178,046, respectively). The increase in net income from investments for the current periods was a result of: (i) interest income for the three months and year ended June 30, 2024 of $288,004 and $907,891, respectively (three months and year ended June 30, 2023 - $40,355 and $370,100, respectively) earned from cash and cash equivalents; (ii) fair value change on bonds for the three months and year ended June 30, 2024 of $(7,207) and $60,327, respectively (three months and year ended June 30, 2023 - $(11,909) and $5,977, respectively); and (iii) fair value change on equity investments for the three months and year ended June 30, 2024 of $44,013 and $92,877, respectively (three months and year ended June 30, 2023 - $(11,619) and $(198,031), respectively).

Gain on disposal of property, plant and equipmentfor the three months and year ended June 30, 2024 of $nil and $51,418, respectively (three months and year ended June 30, 2023 - $nil and $nil, respectively). The Company disposed of a small fleet of used pick-up trucks 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, 2024 was $274,865 and $274,865, respectively (three months and year ended June 30, 2023 - $nil and $nil, respectively). During Q4 Fiscal 2024, the Company determined that the collectability of a balance owed by a third party could not be assured and an expected credit loss provision equal to the full amount owed was taken.

Management’s Discussion and Analysis	Page 10

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

Foreign exchange gain (loss) for the three months and year ended June 30, 2024 was $(355) and $77,339, respectively (three months and year ended June 30, 2023 –$10,437 and $(22,103), respectively). The Company holds a portion of cash and short-term investments in USD to support its operations in Bolivia. Revaluation of these USD-denominated financial assets to their Canadian dollar (“CAD”) functional currency equivalents resulted in unrealized foreign exchange gain or loss for the relevant reporting periods.

Selected Quarterly Information

	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 proeprty, plant and equipment		-			-			-			51,418
Provision on credit loss		(274,865	)		-			-			-
Other income (loss)		(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		-			-			-			-
	For the Quarters Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	Jun. 30, 2023			Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022
Operating expense	$	(1,892,005	)	$	(2,377,480	)	$	(1,927,708	)	$	(2,058,882	)
(loss) income from Investments		16,827			119,438			83,455			(41,674	)
Other income (loss)		10,437			(18,683	)		(28,750	)		14,893
Net loss		(1,864,741	)		(2,276,725	)		(1,873,003	)		(2,085,663	)
Net loss attributable to equity holders		(1,864,029	)		(2,275,519	)		(1,870,718	)		(2,085,183	)
Basic and diluted loss per share		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Total current assets		7,547,949			12,020,235			18,538,490			25,537,824
Total non-current assets		110,759,592			107,788,104			102,583,739			96,522,875
Total current liabilities		2,336,655			3,492,542			4,128,183			4,925,522
Total non-current liabilities		-			-			-			-

LiquidityAND Capital Resources

Cash Flows

Cash used in operating activities for the three months and year ended June 30, 2024 was $383,683 and $4,009,449, respectively (three months and year ended June 30, 2023 - $1,150,278 and $5,513,975, 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, 2024 were $745,145 and $4,506,801, respectively (three months and year ended June 30, 2023 – $3,475,075 and $17,030,589, respectively) and were impacted by: (i) capital expenditures for mineral properties and equipment for the three months and year ended June 30, 2024 of $1,057,485 and $4,877,917, respectively (three months and year ended June 30, 2023 - $3,475,075 and $20,016,777, respectively) on the exploration projects in Bolivia;

Management’s Discussion and Analysis	Page 11

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

offset by (ii) proceeds received from disposal of certain plant and equipment for the three months and year ended June 30, 2024 of $nil and $58,776, respectively (three months and year ended June 30, 2023 - $nil and $nil, respectively); (iii) proceeds received from disposal of equity investments for the three months and year ended June 30, 2024 of $312,340 and $312,340, respectively (three months and year ended June 30, 2023 - $nil and $nil, respectively); and (iv) proceeds received from the RZY compensation transaction for the three months and year ended June 30, 2024 of $nil and $nil, respectively (three months and year ended June 30, 2023 - $nil and $2,986,188, respectively).

Cash provided by financing activities for the three months and year ended June 30, 2024 of $nil and $24,581,770, respectively (three months and year ended June 30, 2023 – $320,128 and $825,116, respectively) were composed of (i) cash received from stock option exercises for the three months and year ended June 30, 2024 of $nil and $135,684, respectively (three months and year ended June 30, 2023 - $320,128 and $825,116, respectively); and (ii) net proceeds received from the bought deal financing for the three months and year ended June 30, 2024 of $nil and $24,446,086, respectively (three months and year ended June 30, 2023 - $nil and $nil, respectively).

Liquidity and Access to Capital

As of June 30, 2024, the Company had working capital of $21,384,939 (June 30, 2023 – $5,211,294), comprised of cash and cash equivalents of $21,950,211 (June 30, 2023 - $6,296,312), short term investments of $258,702 (June 30, 2023 - $198,375), and other current assets of $390,164 (June 30, 2023 - $1,053,262) offset by current liabilities of $1,214,138 (June 30, 2023 - $2,336,655). Management believes that the Company has sufficient funds to support its normal exploration 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 12

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise 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, 2024.

SEPTEMBER 29, 2023 <br> BOUGHT DEAL FINANCING	PLANNED USE OF PROCEEDS			ACTUAL USE OF PROCEEDS FROM SEPTEMBER 29, 2023 TO <br><br>JUNE 30, 2024			VARIANCE			EXPLANATION OF VARIANCE AND IMPACT ON BUSINESS OBJECTIVE
Proceeds
Offering	$	25,888,000		$	25,888,462		$	462		Actual funds raised was slightly more
Underwriters’ Fee		(1,087,000	)		(1,016,702	)		70,298		than planned due to lower than
Expenses of the Offering		(467,000	)		(425,674	)		41,326		anticipated issuance costs.
Net Proceeds	$	24,334,000		$	24,446,086		$	112,086
USE OF PROCEEDS
Silver Sand Project
Geotechnical drilling and metallurgical testwork	$	1,294,000		$	77,705		$	(1,216,295	)	Geotechnical drilling has not started yet. The timing of its<br> commencement depends on the subsequent review of the Silver Sand PFS results and environmental permitting<br> progress. Payment during the period is related to metallurgical testwork.
Advanced studies		2,330,000			724,199			(1,605,801	)	The Silver Sand PFS is completed and filed on August 8, 2024. The remaining balance of the PFS work is expected to be paid during the quarter ended September 30, 2024.
Permitting and preliminary mine development		11,908,000			9,605			(11,898,395	)	No material spending in permitting since the Company is in the process of negotiation with local communities.<br><br> <br>Preliminary mine development spending will commence once the Company obtains all necessary permits.
Subtotal for Silver Sand Project	$	15,532,000		$	811,509		$	(14,720,491	)
Carangas Project
Resource and exploration drilling	$	2,071,000		$	-		$	(2,071,000	)	Further resource and exploration drilling programs are pending on the Carangas PEA results.
Geotechnical drilling and metallurgical testwork		1,553,000			125,320			(1,427,680	)	Geotechnical drilling is pending on the Carangas PEA results. Metallurgical testworks are progressing on schedule.
Advanced studies		1,036,000			112,563			(923,437	)	The Carangas PEA remains on schedule for completion by September 2024.
Subtotal for Carangas Project	$	4,660,000		$	237,883		$	(4,422,117	)
Corporate
Operating expense	$	4,142,000			1,786,495			(2,355,505	)	Operating expense incurred for normal course of business during the period.
TOTAL	$	24,334,000		$	2,835,887		$	(21,498,113	)

Management’s Discussion and Analysis	Page 13

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise 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, 2024 and June 30, 2023 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, 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 as at June 30, 2023
---	---	---	---	---	---	---	---	---
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalent	$	6,296,312	$	-	$	-	$	6,296,312
Short-term investment - bonds		198,375		-		-		198,375
Equity investments		283,081		-		-		283,081

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of June 30, 2024, and June 30, 2023, 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 three months and year ended June 30, 2024.

Management’s Discussion and Analysis	Page 14

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

(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, 2024, the Company had a working capital position of $21,384,939 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

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

	June 30, 2024				June 30, 2023
	Due within a year		Total		Total
Accounts payable and accrued liabilities	$	1,163,836	$	1,163,836	$	2,280,553
Due to a related party		50,302		50,302		56,102
	$	1,214,138	$	1,214,138	$	2,336,655

(c) Foreign Exchange Risk

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

Financial assets denominated in foreign currencies other than relevant functional currency	June 30, 2024		June 30, 2023
United States dollars	$	331,138	$	320,994
Bolivianos		261,353		869,869
Total	$	592,491	$	1,190,863
Financial liabilities denominated in foreign currencies other than relevant functional currency
---	---	---	---	---
United States dollars	$	57,116	$	73,970
Bolivianos		520,046		1,543,889
Total	$	577,162	$	1,617,859

As at June 30, 2024, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $2,700.

As at June 30, 2024, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $2,600.

Management’s Discussion and Analysis	Page 15

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

(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, 2024. 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 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, 2024, the Company had a receivables balance of $51,340 (June 30, 2023 - $421,860). As at June 30, 2024, it was determined that the collectability of a balance owed by a third party could not be assured and an expected credit loss provision equal to the full amount $274,865 (June 30, 2023 – $nil) was taken.

(f)	Equity Price Risk

The Company holds certain marketable securities and bonds that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at June 30, 2024, 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 $31,500.

Relatedparty 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, 2024		June 30, 2023
Silvercorp Metals Inc.	$	50,302	$	56,102

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director (Paul Simpson) 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

Management’s Discussion and Analysis	Page 16

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

the Company for the three months and year ended June 30, 2024 were $149,793 and $823,195, respectively (three months and year ended June 30, 2023 - $171,323 and $844,949, 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, 2024 and 2023 are as follows:

	Years ended June 30,
	2024		2023
Director’s cash compensation	$	77,217	$	59,715
Director’s share-based compensation		462,721		624,263
Key management’s cash compensation		1,265,900		867,499
Key management’s share-based compensation		1,833,584		2,137,888
	$	3,639,422	$	3,689,365

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

Off-BalanceSheet Arrangements

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

ProposedTransactions

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.

CRITICALaccounting policies and estimates

The preparation of the consolidated financial statements in accordance with IFRS 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, 2024.

OutstandingShare Data

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

(a)	Share Capital
·	Authorized – unlimited number of common<br>shares without par value.
---	---
·	Issued and outstanding – 171,474,113 common<br>shares with a recorded value of $182 million.
---	---
Management’s Discussion and Analysis	Page 17
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

·	Shares subject to escrow or pooling agreements<br>– nil.
(b)	Options
---	---

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

Options<br> Outstanding		Exercise Price CAD$	Expiry Date
549,667		3.33	February 4, 2027
10,000		3.89	February 22, 2027
966,000		4.00	June 6, 2027
756,333		3.42	January 19, 2028
120,000		3.67	January 24, 2028
50,000		3.92	April 14, 2028
1,321,000		2.10	January 16, 2029
3,773,000	$	3.11
(c)	Restricted Share Units (“RSUs”)
---	---

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

RSUs Outstanding	Weighted average <br> grant date closing <br> price per share (CAD$)
1,952,220	$ 2.96

RiskFactors

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 18

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise 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, Artisanaland Small-Scale Mining

Mining by illegal, artisanal and small-scale miners occurs on and near some of the Company’s mineral concessions in Bolivia. These activities could cause disruptions and damages to the Company’s operations, including road blockages, pollution, environmental damage, or personal injury, for which the Company could potentially be held responsible. The presence of illegal, artisanal and small scale miners can lead to delays and disputes regarding the development of the Company’s projects. Although the Company, with the assistance of both local government authorities and external contractors, has undertaken measures that have reduced the occurrence of illegal artisanal and small scale mining, we cannot provide assurance that these measures will be successful in reducing or eliminating illegal artisanal and small scale mining at our projects in the future including commencing formal legal proceedings since the second half of 2023 for the permanent removal of such illegal, artisanal and small-scale mining operators. Such operators have temporarily restricted us from accessing our properties from time to time and although such restrictions have not had a material adverse effect on our business, results of operations and financial conditions, if we were to be restricted from accessing our projects for a longer duration, such restriction may have a material adverse effect on our business, results of operations and financial conditions.

Management’s Discussion and Analysis	Page 19

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

Community Relationsand 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 andGovernmental 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 20

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise 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.

DisclosureControls 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, 2024, 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,<br>accurately and fairly reflect the transactions and dispositions of the assets of the Company;
·	providing reasonable assurance that transactions<br>are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting<br>principles;
---	---
Management’s Discussion and Analysis	Page 21
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

·	providing reasonable assurance that receipts<br>and expenditures are made in accordance with authorizations of management and the directors of the Company; and
·	providing reasonable assurance that unauthorized<br>acquisition, use or disposition of company assets that could have a material effect on the Company’s consolidated financial statements<br>would be prevented or detected on a timely basis.
---	---

Based on this evaluation, management concluded that as of June 30, 2024, 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, 2024.

(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, 2024 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 PRELIMINARYECONOMIC ASSESSMENT

The results of the PEA contained in the SilverSand PEA Technical Report, are preliminary in nature and are intended to provide an initial assessment of the Silver Sand Project’seconomic potential and development options. The PEA mine schedule and economic assessment includes numerous assumptions and is based onboth indicated and inferred mineral resources. Inferred resources are considered too speculative geologically to have the economic considerationsapplied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the project economic assessmentsdescribed herein will be achieved or that the PEA results will be realized. The estimate of mineral resources may be materially affectedby geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Mineral

Management’s Discussion and Analysis	Page 22

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

resources are not mineralreserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classificationof the inferred mineral resources to be considered in future advanced studies. AMC Mining Consultants (Canada) Ltd. (“AMC Consultants”)(mineral resource, mining, infrastructure and financial analysis) was contracted to conduct the PEA in cooperation with Halyard Inc. (metallurgyand processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The qualified persons (as definedin NI 43-101) for the PEA for the purposes of NI 43-101 are Mr. John Morton Shannon, P.Geo, General Manage and Principal Geologist atAMC Consultants, Mr. Wayne Rogers, P.Eng, and Mr. Mo Molavi, P.Eng, both Principal Mining Engineers with AMC Consultants, Mr. Andrew Holloway,P.Eng, Process Director with Halyard Inc., and Mr. Leon Botham, P.Eng., Principal Engineer with NewFields Canada Mining & EnvironmentULC, in addition to Ms. Dinara Nussipakynova, P.Geo., Principal Geologist with AMC Consultants, who estimated the mineral resources. Allqualified persons for the PEA have reviewed the disclosure of the PEA herein. The PEA is based on the MRE, which was reported on November28, 2022. The effective date of the MRE is October 31, 2022. The cut-off applied for reporting the pit-constrained mineral resources is30 g/t silver. Assumptions made to derive a cut-off grade included mining costs, processing costs and recoveries and were obtained fromcomparable industry situations. The model is depleted for historical mining activities. Mineral resources are constrained by optimizedpit shells at a silver price of US$22.50 per ounce, silver metallurgical recovery of 91%, silver payability of 99%, open pit mining costof US$2.6/t, processing cost of US$16/t, G&A cost of US$2/t, and slope angle of 44-47 degrees. Key assumptions used for pit optimizationfor the PEA mining pit include silver price of US$22.50 per ounce, silver metallurgical recovery of 91%, silver payability of 99%, openpit mining cost of US$2.6/t, incremental mining cost of US$0.04/t (per 10 m bench), processing cost of US$16/t, tailing storage facilityoperating cost of US$0.7/t, G&A cost of US$2/t, royalty of 6.00%, mining recovery of 92%, dilution of 8%, and cut-off grade of 30g/t silver.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING INFORMATION

Except for statements of historical facts relatingto the Company, certain information contained herein constitutes “forward-looking statements” within the meaning of the UnitedStates Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicableCanadian provincial securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequentlycharacterized 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 notlimited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements ofthe Company; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects; the result of theSilver Sand PFS Technical Report; the results of the Silver Sand 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 miningoperations, environmental risks; and the sufficiency of funds to support the Company’s normal exploration, development and operatingrequirements on an ongoing basis.

Forward-looking statements are based on a numberof estimates, assumptions, beliefs, expectations and opinions of management on the date the statements are made and are subject to a varietyof risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in theforward-looking statements. These factors include the risk that the Silver Sand PFS Technical Report is not a “preliminary feasibilitystudy” (as defined in NI 43-101); fluctuating equity prices, bond prices and commodity prices; calculation of resources, reservesand mineralization; general economic conditions;

Management’s Discussion and Analysis	Page 23

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

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

The forward-looking statements are necessarilybased on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this MD&A that, whileconsidered 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’sability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration andeconomic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; theCompany’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 ofnecessary approvals or permits, including the ratification and approval of the Mining Production Contract with COMIBOL by the PlurinationalLegislative Assembly of Bolivia; the ability of the Company’s Bolivian partner to convert the exploration licenses at the CarangasProject 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; the ability of the Company to ensure that the Silver Sand PFS TechnicalReport is a “preliminary feasibility study” (as defined in NI 43-101); and other assumptions and factors generally associatedwith the mining industry.

Although the forward-looking statements containedin this MD&A are based upon what management believes are reasonable assumptions, there can be no assurance that actual results willbe consistent with these forward-looking statements. All forward-looking statements in this MD&A are qualified by these cautionarystatements. 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 whetheras a result of new information, future events or otherwise except as may be required by law. These forward-looking statements are madeas of the date of this MD&A.

Cautionarynote TO United States INVESTORS

This MD&A has been prepared in accordancewith 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 technicaland scientific disclosure herein has been prepared in accordance with NI 43-101, which differs significantly from the requirements adoptedby the United States Securities and Exchange Commission.

Accordingly, information contained in thisMD&A containing descriptions of the Company’s mineral deposits and any estimates of mineral reserves and mineral resources maynot be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements ofUnited States federal securities laws and the rules and regulations thereunder.

Management’s Discussion and Analysis	Page 24

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe year ended June 30, 2024

(Expressed in United States dollars, unlessotherwise stated)

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 theCompany’s website at www.newpacificmetals.com.

Management’s Discussion and Analysis	Page 25

 Exhibit 99.5

Exhibit 99.5

CONSOLIDATEDFINANCIAL STATEMENTS

June 30, 2024 and 2023

(Expressed in United States Dollars)

Reportof 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, 2024 and 2023, the related consolidated statements of loss, comprehensive loss, changes in equity, and cash flows, for each of the two years in the period ended June 30, 2024, 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, 2024 and 2023, and its financial performance and its cash flows for each of the two years in the period ended June 30, 2024, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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 6, 2024

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

NewPacific Metals Corp.

ConsolidatedStatements of Financial Position

(Expressedin US dollars)

	Notes	June 30, 2024			June 30, 2023
ASSETS
Current Assets
Cash and cash equivalents	16	$	21,950,211		$	6,296,312
Short-term investments	3		258,702			198,375
Receivables			51,340			421,860
Deposits and prepayments			338,824			631,402
			22,599,077			7,547,949
Non-current Assets
Equity investments	4		56,539			283,081
Property, Plant and equipment	6		1,244,530			1,339,839
Mineral property interests	7		113,765,931			109,136,672
TOTAL ASSETS		$	137,666,077		$	118,307,541
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities	8	$	1,163,836		$	2,280,553
Due to a related party	9		50,302			56,102
			1,214,138			2,336,655
Total Liabilities			1,214,138			2,336,655
Equity
Share capital	10		182,010,834			155,840,052
Share-based payment reserve			19,931,083			18,636,297
Accumulated other comprehensive income			9,311,400			10,227,980
Deficit			(74,645,012	)		(68,623,306	)
Total equity attributable to the equity holders of the Company			136,608,305			116,081,023
Non-controlling interests	11		(156,366	)		(110,137	)
Total Equity			136,451,939			115,970,886
TOTAL LIABILITIES AND EQUITY		$	137,666,077		$	118,307,541
Approved on behalf of the Board:
---
(Signed) Maria Tang
Director
(Signed) Andrew Williams
Director

See accompanying notes to the consolidated financial statements

Page | 1

NewPacific Metals Corp.

ConsolidatedStatements of Loss

(Expressedin US dollars)

		Years ended June 30,
	Notes	2024			2023
Operating expense
Project evaluation and corporate development		$	(200,104	)	$	(460,901	)
Depreciation	6		(213,291	)		(213,531	)
Filing and listing			(304,582	)		(306,514	)
Investor relations			(324,474	)		(576,065	)
Professional fees			(331,307	)		(387,420	)
Salaries and benefits			(2,036,651	)		(1,684,063	)
Office and administration			(1,276,009	)		(1,465,132	)
Share-based compensation	10(b)		(2,255,847	)		(3,162,449	)
			(6,942,265	)		(8,256,075	)
Other income (loss)
Income from investments	5	$	1,061,095		$	178,046
Gain on disposal of property, plant and equipment	6		51,418			-
Provision for credit loss	12(e)		(274,865	)		-
Foreign exchange gain (loss)			77,339			(22,103	)
			914,987			155,943
Net loss		$	(6,027,278	)	$	(8,100,132	)
Attributable to:
Equity holders of the Company		$	(6,021,706	)	$	(8,095,449	)
Non-controlling interests	11		(5,572	)		(4,683	)
Net loss		$	(6,027,278	)	$	(8,100,132	)
Loss per share attributable to the equity holders of the Company
Loss per share - basic and diluted	10(d)	$	(0.04	)	$	(0.05	)
Weighted average number of common shares - basic and diluted	10(d)		167,765,072			156,991,661

See accompanying notes to the consolidated financial statements

Page | 2

NewPacific Metals Corp.

ConsolidatedStatements of Comprehensive Loss

(Expressedin US dollars)

	Years ended June 30,
	2024			2023
Net loss	$	(6,027,278	)	$	(8,100,132	)
Other comprehensive loss, net of taxes:
Items that may subsequently be reclassified to net loss:
Currency translation adjustment, net of tax of nil		(957,237	)		(1,511,224	)
Other comprehensive loss, net of taxes	$	(957,237	)	$	(1,511,224	)
Attributable to:
Equity holders of the Company	$	(916,580	)	$	(1,476,969	)
Non-controlling interests		(40,657	)		(34,255	)
Other comprehensive loss, net of taxes	$	(957,237	)	$	(1,511,224	)
Total comprehensive loss, net of taxes	$	(6,984,515	)	$	(9,611,356	)
Attributable to:
Equity holders of the Company	$	(6,938,286	)	$	(9,572,418	)
Non-controlling interests		(46,229	)		(38,938	)
Total comprehensive loss, net of taxes	$	(6,984,515	)	$	(9,611,356	)

All values are in US Dollars.

See accompanying notes to the consolidated financial statements

Page | 3

NewPacific Metals Corp.

ConsolidatedStatements of Cash Flows

(Expressedin US dollars)

		Years ended June 30,
	Notes	2024			2023
Operating activities
Net loss		$	(6,027,278	)	$	(8,100,132	)
Add (deduct) items not affecting cash:
Income from investments	5		(1,061,095	)		(178,046	)
Depreciation	6		213,291			213,531
Provision for credit loss	12(e)		274,865			-
Gain on disposal of property, plant and equipment	6		(51,418	)		-
Share-based compensation	10(b)		2,215,351			3,244,613
Unrealized foreign exchange (gain) loss			(77,339	)		22,103
Changes in non-cash operating working capital	16		(403,717	)		(1,086,144	)
Interest received	5		907,891			370,100
Net cash used in operating activities			(4,009,449	)		(5,513,975	)
Investing activities
Mineral property interest
Capital expenditures			(4,740,723	)		(19,923,942	)
Proceeds on disposals			-			2,986,188
Property, plant and equipment
Additions	6		(137,194	)		(92,835	)
Proceeds on disposals	6		58,776			-
Equity investments
Proceeds on disposals	4		312,340			-
Net cash used in investing activities			(4,506,801	)		(17,030,589	)
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			135,684			825,116
Net cash provided by financing activities			24,581,770			825,116
Effect of exchange rate changes on cash			(411,621	)		(1,306,744	)
Increase (decrease) in cash			15,653,899			(23,026,192	)
Cash and cash equivalent, beginning of the year			6,296,312			29,322,504
Cash and cash equivalent, end of the year		$	21,950,211		$	6,296,312
Supplementary cash flow information	16

See accompanying notes to the consolidated financial statements

Page | 4

NewPacific Metals Corp.

ConsolidatedStatements of Change in Equity

(Expressedin US dollars)

		Share capital													Total equity
	Notes	Number of <br><br> common <br><br> shares issued		Amount		Share-based payment reserve			Accumulated other comprehensive<br> income (loss)			Deficit			attributable<br><br> to the equity<br><br> holders of<br><br> the Company			Non-controlling interests			Total equity
Balance, July<br> 1, 2022			156,631,827	$	153,707,576	$	15,395,486		$	11,704,949		$	(60,527,857	)	$	120,280,154		$	(71,199	)	$	120,208,955
Options exercised			445,000		892,966		(288,292	)		-			-			604,674			-			604,674
Restricted share units distributed			324,255		1,019,068		(1,019,068	)		-			-			-			-			-
Private placement			90,090		220,442		-			-			-			220,442			-			220,442
Share-based compensation			-		-		4,548,171			-			-			4,548,171			-			4,548,171
Net loss			-		-		-			-			(8,095,449	)		(8,095,449	)		(4,683	)		(8,100,132	)
Currency<br> translation adjustment			-		-		-			(1,476,969	)		-			(1,476,969	)		(34,255	)		(1,511,224	)
Balance, June 30, 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	10(b)(i)		85,000		197,213		(61,529	)		-			-			135,684			-			135,684
Restricted share units distributed	10(b)(ii)		514,947		1,527,483		(1,527,483	)		-			-			-			-			-
Common shares issued through<br> bought deal financing	10(c)		13,208,000		24,446,086		-			-			-			24,446,086			-			24,446,086
Share-based compensation	10(b)		-		-		2,883,798			-			-			2,883,798			-			2,883,798
Net loss			-		-		-			-			(6,021,706	)		(6,021,706	)		(5,572	)		(6,027,278	)
Currency<br> translation adjustment			-		-		-			(916,580	)		-			(916,580	)		(40,657	)		(957,237	)
Balance,<br> 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

See accompanying notes to the consolidated financial statements

Page | 5

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

1. CORPORATEINFORMATION

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. MATERIALACCOUNTING POLICY INFORMATION

(a) Statementof Compliance and Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The policies applied in these consolidated financial statements are based on IFRS in effect as of June 30, 2024.

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

The Company’s value added tax (“VAT”) balance previously reported under “other tax receivable” of $ 3,632 and $5,530, as of July 1, 2022 and June 30, 2023, respectively, on the Consolidated Statements of Financial Position was reclassified to “mineral property interests”. The Company also reclassified the changes in “other tax receivable” under investing activities to “capital expenditures” on the Consolidated Statements of Cash Flows. The change in presentation, effective July 1, 2022, did not have an effect on the Company’s total assets, net assets, results of operations, loss per share or net cash flows.

The consolidated financial statements of the Company as at and for the year ended June 30, 2024 and 2023 were approved and authorized for issuance in accordance with a resolution of the Board of Directors (the “Board”) dated on September 6, 2024.

(b) Changesin Accounting Policies

The accounting policies applied in the preparation of these consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended June 30, 2023 with the exception of the mandatory adoption of certain amendments noted below:

i.	Amendments to IAS 1 -<br>Presentation of Financial Statements and IFRS Practice<br>Statement 2 - Making Materiality Judgments - Disclosure of Accounting Policies

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term “significant accounting policies” with “material accounting policy information.” Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence

Page | 6

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

The amendments were applied effective July 1, 2023 and did not have a material impact on the Company’s consolidated financial statements.

ii.	Amendments to IAS 8 -<br>Accounting Policies, Changes in Accounting Estimates andErrors—Definition of Accounting Estimates

The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.” The definition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the standard with the following clarifications:

§	A change in accounting estimate that results<br>from new information or new developments is not the correction of an error; and
§	The effects of a change in an input or a measurement<br>technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior<br>period errors.
---	---

The amendments were applied effective July 1, 2023 and did not have a material impact on the Company’s consolidated financial statements.

(c) Basisof 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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

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

			Proportion of<br> ownership interest held
		Country of	June<br> 30,	June 30,	Mineral
Name of subsidiaries	Principal activity	incorporation	2024	2023	properties
New Pacific Offshore<br> Inc.	Holding company	BVI (i)	100%	100%
SKN Nickel & Platinum<br> Ltd.	Holding company	BVI	100%	100%
Glory Metals Investment Corp.<br> Limited	Holding company	Hong Kong	100%	100%
New Pacific Investment Corp.<br> 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<br> Found Mining Co., Ltd.	Mining<br> company	China	82%	82%
(i) British Virgin Islands<br> (“BVI”)

(d) ForeignCurrency 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 is 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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

(e) 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.

(f) MineralProperty 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 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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

(g) Impairmentof 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.

(h) Share-basedPayments

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.

(i) IncomeTax

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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin 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<br>the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,<br>affects neither the accounting profit nor taxable profit or loss; and
-	in respect of deductible temporary differences associated with investments in subsidiaries, associates<br>and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences<br>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.

(j) 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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

(k) FinancialInstruments

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 the cash flows;<br>and
ii.	All contractual cash flows represent only 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 amortizedcost:

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

Page | 12

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin 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 financialliabilities:

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.

(l) Cashand 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

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

(m) SignificantJudgments 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<br>exploration, evaluation and development costs to be included in mineral property interest;
-	Determination of functional currency; and
---	---
-	Recognition, measurement and impairment or impairment<br>reversal assessment for mineral rights and properties.
---	---

Areas of significant estimates include:

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

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

3. SHORT-TERMINVESTMENTS

Short-term investments consist of the following:

	June 30, 2024		June 30, 2023
Bonds	$	258,702	$	198,375

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, 2022	$	192,398
Change in fair value		5,977
Balance, June 30, 2023	$	198,375
Change in fair value		60,327
Balance, June 30, 2024	$	258,702

Page | 14

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

4. EQUITYINVESTMENTS

The equity investments are summarized as follows:

	June 30, 2024		June 30, 2023
Common shares
Public companies	$	56,539	$	283,081
The continuity of equity investments is summarized as follows:
		Fair value			Accumulated mark-to-market gain included in deficit
---	---	---	---	---	---	---
Balance, July 1, 2022	$	496,741		$	3,990,662
Change in fair value		(198,031	)		(198,031	)
Foreign exchange impact		(15,629	)		-
Balance, June 30, 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

5. INCOMEFROM INVESTMENTS

Income from investments consist of:

	Years ended June 30,
	2024		2023
Fair value change on equity investments	$	92,877	$	(198,031	)
Fair value change on bonds		60,327		5,977
Interest income		907,891		370,100
Net income from investments	$	1,061,095	$	178,046

Page | 15

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

6. PROPERTY,PLANT AND EQUIPMENT

Cost	Land and building		Machinery			Motor vehicles			Office equipment and furniture			Computer software			Total
Balance, July 1, 2022	$	630,000	$	408,358		$	579,032		$	266,364		$	193,774		$	2,077,528
Additions		-		77,259			-			15,576			-			92,835
Disposals		-		-			-			(12,259	)		(99,442	)		(111,701	)
Foreign currency translation impact		-		-			-			(2,406	)		(817	)		(3,223	)
Balance, June 30, 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
Accumulated depreciation and amortization
Balance, July 1, 2022	$	-	$	(113,640	)	$	(198,572	)	$	(156,000	)	$	(146,468	)	$	(614,680	)
Depreciation		-		(57,272	)		(98,338	)		(35,170	)		(22,751	)		(213,531	)
Disposals		-		-			-			12,259			99,442			111,701
Foreign currency translation impact		-		-			-			1,627			(717	)		910
Balance, June 30, 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	)
Carrying amount
Balance, June 30, 2023	$	630,000	$	314,705		$	282,122		$	89,991		$	23,021		$	1,339,839
Balance, June 30, 2024	$	630,000	$	226,065		$	205,868		$	171,923		$	10,674		$	1,244,530

For the year ended June 30, 2024, certain equipment were disposed for proceeds of $58,776, (year ended June 30, 2023 - $nil) and gain of $51,418 (year ended June 30, 2023 - $nil).

7. MINERALPROPERTY 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 km^2^ at an elevation of 4,072 metres (“m”) above sea level.

For the year ended June 30, 2024, total expenditures of $3,207,085 (year ended June 30, 2023 - $6,742,906) were capitalized under the project.

(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 km^2^.

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

Page | 16

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

For the year ended June 30, 2024, total expenditures of $1,794,259 (year ended June 30, 2023 - $12,135,175) 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 km^2^ and is located approximately 140 km southwest of the city of La Paz, Bolivia.

For the year ended June 30, 2024, total expenditures of $101,652 (year ended June 30, 2023 - $1,563,502) 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, 2022	$	79,594,886		$	6,011,566		$	3,324,120			88,930,572
Capitalized exploration expenditures
Reporting and assessment		1,008,174			88,558			-			1,096,732
Drilling and assaying		1,925,695			8,289,678			977,881			11,193,254
Project management and support		2,719,120			1,424,573			256,569			4,400,262
Camp service		467,690			1,005,158			174,651			1,647,499
Permit and license		195,821			9,389			-			205,210
Value added tax receivable		426,406			1,317,819			154,401			1,898,626
Foreign currency impact		(201,972	)		(8,831	)		(24,680	)		(235,483	)
Balance, June 30, 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	****

8. TRADEAND OTHER PAYABLES

Trade and other payable consist of:

	June 30, 2024		June 30, 2023
Trade payable	$	575,268	$	1,391,525
Accrued liabilities		588,568		889,028
	$	1,163,836	$	2,280,553

Page | 17

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

9. RELATEDPARTY TRANSACTIONS

Due to a related party	June 30, 2024		June 30, 2023
Silvercorp Metals Inc.	$	50,302	$	56,102

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director (June 30, 2023 – one director and one officer) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the year ended June 30, 2024 were $823,195 (year ended June 30, 2023 - $844,949).

(b) Compensation of key management personnel

The remuneration of directors and other members of key management personnel for the years ended June 30, 2024 and 2023 are as follows:

	Years ended June 30,
	2024		2023
Director’s cash compensation	$	77,217	$	59,715
Director’s share-based compensation		462,721		624,263
Key management’s cash compensation		1,265,900		867,499
Key management’s share-based compensation		1,833,584		2,137,888
	$	3,639,422	$	3,689,365

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

10. SHARECAPITAL

(a) Share Capital - authorized share capital

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

(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, 2024, a total of $2,255,847 (year ended June 30, 2023 - $3,162,449) was recorded as share-based compensation expense.

Page | 18

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

For the year ended June 30, 2024, a recovery of $(40,496) due to forfeitures of stock options and RSUs (year ended June 30, 2023 – expense of $82,164) were included in the project evaluation and corporate development expense.

For the year ended June 30, 2024, a total of $668,447 (year ended June 30, 2023 – $1,303,558) was capitalized under mineral property interests.

(i) Stock options

The continuity schedule of stock options, as at June 30, 2024, is as follows:


Balance, July 1, 2022	3,662,167
Options granted	1,186,000
Options exercised	(445,000	)
Options forfeited	(446,000	)
Balance, June 30, 2023	3,957,167
Options granted	1,335,000
Options exercised	(85,000	)
Options forfeited	(745,000	)
Options expired	(689,167	)
Balance, June 30, 2024	3,773,000

All values are in US Dollars.

During the year ended June 30, 2024, a total of 1,335,000 (year ended June 30, 2023 – 1,186,000) options with a life of five years were granted to directors, officers, and employees at an exercise price of CAD$2.10 (year ended June 30, 2023 – CAD$3.42 to CAD$3.92) 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 years ended June 30, 2024 and 2023 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,
	2024			2023
Risk free interest rate		3.71	%		3.31	%
Expected volatility		72.69	%		79.79	%
Expected life of options in years		2.75			2.75
Estimated forfeiture rate		15.05	%		14.40	%

The weighted average grant date fair value of options granted during the year ended June 30, 2024, was CAD$1.00 (year ended June 30, 2023 – CAD$1.75). Volatility was determined based on the historical volatility of the Company’s shares over the estimated life of stock options.

Page | 19

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

The following table summarizes information about stock options outstanding as at June 30, 2024:

		Weighted		Number of options		Weighted
Exercise		average remaining		exercisable as at		average
prices (CAD)		contractual life (years)		June 30, 2024		exercise price (CAD)
	1,321,000		4.55		-
	549,667		2.60		372,000
	756,333		3.55		254,332
	120,000		3.57		40,000
	10,000		2.65		6,666
	50,000		3.79		16,667
	966,000		2.93		647,333
	3,773,000		3.60		1,336,998

All values are in US Dollars.

(ii) RSUs

The continuity schedule of RSUs, as at June 30, 2024, is as follows:


Balance, July 1, 2022	1,477,216
Granted	967,000
Forfeited	(222,801	)
Distributed	(324,255	)
Balance, June 30, 2023	1,897,160
Granted	1,024,000
Forfeited	(278,999	)
Distributed	(514,947	)
Balance, June 30, 2024	2,127,214

All values are in US Dollars.

During the year ended June 30, 2024, a total of 1,024,000 (year ended June 30, 2023 – 967,000) RSUs were granted to directors, officers, and employees at a grant date closing price of CAD$2.10 (year ended June 30, 2023 – CAD$3.42 to CAD$3.92) 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, 2024, a total of 174,994 RSUs were vested and distributed.

(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.

Page | 20

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

(d) Loss per share

	For the years ended June 30,
****	2024							****	2023							****
	Loss<br> (Numerator)			Shares<br> (Denominator)		Per-share Amount			Loss<br> (Numerator)			Shares<br> (Denominator)		Per-share Amount
Net loss Attributable to equity holders of the Company	$	(6,021,706	)	$	-	$	-		$	(8,095,449	)	$	-	$	-
Basic loss per share		(6,021,706	)		167,765,072	$	(0.04	)		(8,095,449	)		156,991,661	$	(0.05	)
Effect of dilutive securities:
Stock options and RSUs		-			-		-			-			-		-
Diluted loss per share	$	(6,021,706	)		167,765,072	$	(0.04	)	$	(8,095,449	)		156,991,661	$	(0.05	)

Anti-dilutive options that are not included in the diluted loss per share calculation were nil for the year ended June 30, 2024 (year ended June 30, 2023 – nil)

11. NON-CONTROLLINGINTEREST

	Qinghai Found
Balance, July 1, 2022	$	(71,199	)
Share of net loss		(4,683	)
Share of other comprehensive loss		(34,255	)
Balance, June 30, 2023	$	(110,137	)
Share of net loss		(5,572	)
Share of other comprehensive loss		(40,657	)
Balance, June 30, 2024	$	(156,366	)

As at June 30, 2024 and June 30, 2023, the non-controlling interest in the Company’s subsidiary Qinghai Found was 18%.

12. FINANCIALINSTRUMENTS

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

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

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

Page | 21

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

	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 as at June 30, 2023
---	---	---	---	---	---	---	---	---
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalent	$	6,296,312	$	-	$	-	$	6,296,312
Short-term investment - bonds		198,375		-		-		198,375
Equity investments		283,081		-		-		283,081

There were no transfers into or out of Level 1, 2, or 3 during the year ended June 30, 2024.

(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, 2024, the Company had a working capital position of $21,384,939 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.

	June 30, 2024				June 30, 2023
	Due within a year		Total		Total
Accounts payable and accrued liabilities	$	1,163,836	$	1,163,836	$	2,280,553
Due to a related party		50,302		50,302		56,102
	$	1,214,138	$	1,214,138	$	2,336,655

(c) Foreign Exchange Risk

Page | 22

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

Financial assets denominated in foreign currencies other than relevant functional currency	June 30, 2024		June 30, 2023
United States dollars	$	331,138	$	320,994
Bolivianos	****	261,353	****	869,869
Total	$	592,491	$	1,190,863
Financial liabilities denominated in foreign currencies other than relevant functional currency
---	---	---	---	---
United States dollars	$	57,116	$	73,970
Bolivianos		520,046		1,543,889
Total	$	577,162	$	1,617,859

As at June 30, 2024, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $2,700.

As at June 30, 2024, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $2,600.

(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, 2024. 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

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. As at June 30, 2024, the Company had a receivables balance of $51,340 (June 30, 2023 - $421,860). As at June 30, 2024, It was determined that the collectability of an balance owned by a third party could not be assured and an expected credit loss provision equal to the full amount $274,865 (June 30, 2023 – $nil) was taken.

(f) Equity Price Risk

Page | 23

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

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 $31,500.

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 TAXES

A summary of the Company’s reconciliation of income taxes at statutory rates for the years ended June 30, 2024 and 2023, is as follows

	Years ended June 30,
	2024			2023
Canadian statutory tax rate		27.00	%		27.00	%
Loss before income taxes	$	(6,027,278	)	$	(8,100,132	)
Income tax recovery computed at Canadian statutory rates		(1,627,363	)		(2,187,036	)
Foreign tax rates different from statutory rate		288,448			(178,193	)
Permanent items and other		679,229			1,169,318
Change in unrecognized deferred tax assets		659,686			1,195,911
		-			-

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 arise. Deductible temporary differences and unused tax loses for which no deferred tax assets have been recognized are attributable to the following:

	June 30, 2024		June 30, 2023
Non-capital loss carry forward	$	13,414,430	$	16,926,886
Capital loss carry forward		18,562,659		19,072,271
Proerpty, plant and equipment		230,519		217,340
Equity investments		333,904		568,995
Share issuance cost		1,139,821		506,890
		33,681,333		37,292,382

Page | 24

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

As of June 2024, the Company has the following net operating losses, expiring various years to 2044 and available to offset future taxable income in Canada, Bolivia and China, respectively:

	Canada		Bolivia		China
2024		-		115,876		-
2026		-		763,735		-
2027		-		1,312,466		-
2028		-		1,787,409		-
2029		-		1,928,247		-
2032		-		-		250,693
2033		-		-		24,900
2034		-		-		30,784
2041		-		-		-
2042		24,047		-		-
2043		4,950,856		-		-
2044		2,225,417		-		-
	$	7,200,320	$	5,907,733	$	306,377

As at June 30, 2024, the Company had capital loss carry forward of $18,562,659 that can be carried indefinitely in Canada (June 30, 2023 - $19,072,271)

Page | 25

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

15. SEGMENTED INFORMATION

As at and for the year ended June 30, 2024, the Company operates in four (as at and for the year ended June 30, 2023 – 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:

	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	)
	June 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Cash and cash equivalents	$	6,232,985		$	58,497		$	260		$	4,570		$	6,296,312
Short-term investments		198,375			-			-			-			198,375
Equity investments		283,081			-			-			-			283,081
Property, plant and equipment		104,450			517,065			58,212			660,112			1,339,839
Mineral property interests		-			86,135,820			18,137,910			4,862,942			109,136,672
Other assets		908,823			110,562			19,854			14,023			1,053,262
Total Assets	$	7,727,714		$	86,821,944		$	18,216,236		$	5,541,647		$	118,307,541
Total Liabilities	$	(1,307,795	)	$	(228,966	)	$	(795,379	)	$	(4,515	)	$	(2,336,655	)

Page | 26

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

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

	Years 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 property, 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	)
	Years ended June 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(460,901	)		-		$	-		$	-		$	(460,901	)
Salaries and benefits		(1,684,063	)		-			-			-			(1,684,063	)
Share-based compensation		(3,162,449	)		-			-			-			(3,162,449	)
Other operating expenses		(2,560,859	)		(294,361	)		(71,971	)		(21,471	)		(2,948,662	)
Total operating expense		(7,868,272	)		(294,361	)		(71,971	)		(21,471	)		(8,256,075	)
Income from investments		178,046			-			-			-			178,046
Foreign exchange gain (loss)		(41,304	)		4,296			13,620			1,285			(22,103	)
Net loss	$	(7,731,530	)	$	(290,065	)	$	(58,351	)	$	(20,186	)	$	(8,100,132	)
Attributed to:
Equity holders of the Company	$	(7,726,847	)	$	(290,065	)	$	(58,351	)	$	(20,186	)	$	(8,095,449	)
Non-controlling interests		(4,683	)		-			-			-			(4,683	)
Net loss	$	(7,731,530	)	$	(290,065	)	$	(58,351	)	$	(20,186	)	$	(8,100,132	)

Page | 27

NewPacific Metals Corp.

Notesto the Consolidated Financial Statements

(Expressedin US dollars)

16. SUPPLEMENTARY CASH FLOW INFORMATION

Changes in non-cash operating working capital:	Years ended June 30,
	2024			2023
Receivables	$	94,806		$	(215,425	)
Deposits and prepayments		99,836			(306,662	)
Accounts payable and accrued liabilities		(594,351	)		(256,447	)
Due to a related party		(4,008	)		(307,610	)
	$	(403,717	)	$	(1,086,144	)
Non-cash capital transactions:	Years ended June 30,
---	---	---	---	---	---	---
	2024			2023
Reduction of capital expenditures of mineral property interest in accounts payable and accrued liabilities	$	(499,579	)	$	(929,408	)
Addition of capital expenditures of mineral property interest from deposits and prepayments	$	182,718		$	143,495
Cash and cash equivalents:	June 30, 2024		June 30, 2023
---	---	---	---	---
Cash on hand and at bank	$	10,689,181	$	6,296,312
Cash equivalents		11,261,030		-
	$	21,950,211	$	6,296,312

Page | 28

 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, 2024 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 10, 2024

 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 6, 2024, relating to the financial statements of New Pacific Metals Corp. appearing in this Current Report on Form 6-K dated September 10, 2024.

/s/ Deloitte LLP

Chartered Professional Accountants
Vancouver, Canada
September 10, 2024