NEWP 6-K
New Pacific Metals Corp (NEWP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
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
SUBMITTED HEREWITH
Exhibits 99.1 and 99.2 and 99.5 through 99.12 included with this report are hereby incorporated by reference as exhibits to the registrant’s registration statement on Form F-10 (File no. 333-290324), 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amended and supplemented, and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 INDEX
SIGNATURE
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 3, 2026 | NEW PACIFIC METALS CORP. |
| /s/ Jonathan Hoyles | |
| Jonathan Hoyles | |
| General Counsel and Corporate Secretary |
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 and 2025
(Expressed in United States Dollars)
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of New Pacific Metals Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of New Pacific Metals Corp. and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of loss, comprehensive loss, change in equity, and cash flows, for each of the two years in the period ended June 30, 2026, 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, 2026 and 2025, and its financial performance and its cash flows for each of the two years in the period ended June 30, 2026, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
September 3, 2026
We have served as the Company's auditor since 2004.
New Pacific Metals Corp.
Consolidated Statements of Financial Position
(Expressed in US dollars)
| Notes | June 30, 2026 | June 30, 2025 | |||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | 15 | $ | 38,565,329 | $ | 16,839,959 | ||||||
| Receivables | 81,209 | 21,467 | |||||||||
| Deposits and prepayments | 243,330 | 232,743 | |||||||||
| 38,889,868 | 17,094,169 | ||||||||||
| Non-current Assets | |||||||||||
| Equity investments | 3 | - | 54,020 | ||||||||
| Property, plant and equipment | 5 | 936,946 | 1,132,797 | ||||||||
| Mineral property interests | 6 | 120,675,217 | 116,934,365 | ||||||||
| TOTAL ASSETS | $ | 160,502,031 | $ | 135,215,351 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable and accrued liabilities | 7 | $ | 936,142 | $ | 835,763 | ||||||
| Due to a related party | 8 | 189,655 | 91,687 | ||||||||
| 1,125,797 | 927,450 | ||||||||||
| Total Liabilities | 1,125,797 | 927,450 | |||||||||
| Equity | |||||||||||
| Share capital | 9 | 215,380,495 | 183,315,257 | ||||||||
| Share-based payment reserve | 19,454,623 | 20,676,968 | |||||||||
| Accumulated other comprehensive income | 7,133,554 | 8,697,745 | |||||||||
| Deficit | (82,592,438 | ) | (78,402,069 | ) | |||||||
| Total equity attributable to the equity holders of the Company | 159,376,234 | 134,287,901 | |||||||||
| Total Equity | 159,376,234 | 134,287,901 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 160,502,031 | $ | 135,215,351 | |||||||
| Approved on behalf of the Board: | |
| (Signed) Maria Tang | |
| Director | |
| (Signed) Jalen Yuan | |
| CEO |
See accompanying notes to the consolidated financial statements.
Page | 1
New Pacific Metals Corp.
Consolidated Statements of Loss
(Expressed in US dollars)
| Years ended June 30, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
| Operating expense | |||||||||||
| Project evaluation and corporate development | $ | (27,484 | ) | $ | (35,934 | ) | |||||
| Depreciation | 5 | (170,400 | ) | (196,539 | ) | ||||||
| Filing and listing | (367,246 | ) | (279,164 | ) | |||||||
| Corporate affairs and investor relations | (498,083 | ) | (371,145 | ) | |||||||
| Professional fees | (624,446 | ) | (499,586 | ) | |||||||
| Salaries and benefits | (1,827,478 | ) | (1,708,009 | ) | |||||||
| Office and administration | (996,210 | ) | (1,273,737 | ) | |||||||
| Share-based compensation | 9(b) | (1,441,940 | ) | (1,611,845 | ) | ||||||
| (5,953,287 | ) | (5,975,959 | ) | ||||||||
| Other income | |||||||||||
| Income from investments | 4 | $ | 1,011,463 | $ | 787,597 | ||||||
| Loss on disposal of property, plant and equipment | 5 | (21,431 | ) | - | |||||||
| Foreign exchange gain | 772,886 | 1,408,140 | |||||||||
| 1,762,918 | 2,195,737 | ||||||||||
| Net loss | $ | (4,190,369 | ) | $ | (3,780,222 | ) | |||||
| Attributable to: | |||||||||||
| Equity holders of the Company | $ | (4,190,369 | ) | $ | (3,757,057 | ) | |||||
| Non-controlling interests | 10 | - | (23,165 | ) | |||||||
| Net loss | $ | (4,190,369 | ) | $ | (3,780,222 | ) | |||||
| Loss per share attributable to the equity holders of the Company | |||||||||||
| Loss per share - basic and diluted | $ | (0.02 | ) | $ | (0.02 | ) | |||||
| Weighted average number of common shares - basic and diluted | 180,599,824 | 171,635,884 | |||||||||
See accompanying notes to the consolidated financial statements.
Page | 2
New Pacific Metals Corp.
Consolidated Statements of Comprehensive Loss
(Expressed in US dollars)
| Years ended June 30, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
| Net loss | $ | (4,190,369 | ) | $ | (3,780,222 | ) | |||||
| Other comprehensive loss, net of taxes: | |||||||||||
| Items that may subsequently be reclassified to net loss: | |||||||||||
| Currency translation adjustment, net of tax of $nil | (1,564,191 | ) | (265,933 | ) | |||||||
| Items reclassified to net income: | |||||||||||
| Cumulative translation adjustment upon wind-up of a subsidiary | - | (464,256 | ) | ||||||||
| Other comprehensive loss, net of taxes | $ | (1,564,191 | ) | $ | (730,189 | ) | |||||
| Attributable to: | |||||||||||
| Equity holders of the Company | $ | (1,564,191 | ) | $ | (613,655 | ) | |||||
| Non-controlling interests | - | (116,534 | ) | ||||||||
| Other comprehensive loss, net of taxes | $ | (1,564,191 | ) | $ | (730,189 | ) | |||||
| Total comprehensive loss, net of taxes | $ | (5,754,560 | ) | $ | (4,510,411 | ) | |||||
| Attributable to: | |||||||||||
| Equity holders of the Company | $ | (5,754,560 | ) | $ | (4,370,712 | ) | |||||
| Non-controlling interests | - | (139,699 | ) | ||||||||
| Total comprehensive loss, net of taxes | $ | (5,754,560 | ) | $ | (4,510,411 | ) | |||||
See accompanying notes to the consolidated financial statements.
Page | 3
New Pacific Metals Corp.
Consolidated Statements of Cash Flows
(Expressed in US dollars)
| Years ended June 30, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
| Operating activities | |||||||||||
| Net loss | $ | (4,190,368 | ) | $ | (3,780,222 | ) | |||||
| Add (deduct) items not affecting cash: | |||||||||||
| Income from investments | 4 | (1,011,463 | ) | (787,597 | ) | ||||||
| Depreciation | 5 | 170,399 | 196,539 | ||||||||
| Loss on disposal of property, plant and equipment | 5 | 21,431 | - | ||||||||
| Share-based compensation | 9(b) | 1,441,940 | 1,611,845 | ||||||||
| Foreign exchange gain | (772,886 | ) | (1,408,140 | ) | |||||||
| Changes in non-cash operating working capital | 14 | (90,195 | ) | 165,280 | |||||||
| Interest received | 4 | 937,453 | 741,190 | ||||||||
| Net cash used in operating activities | (3,493,689 | ) | (3,261,105 | ) | |||||||
| Investing activities | |||||||||||
| Mineral property interest | |||||||||||
| Capital expenditures | (3,864,923 | ) | (2,968,726 | ) | |||||||
| Proceeds on disposals | - | - | |||||||||
| Property, plant and equipment | |||||||||||
| Additions | 5 | (34,413 | ) | (85,120 | ) | ||||||
| Proceeds on disposals | 5 | 44,000 | - | ||||||||
| Equity investments | |||||||||||
| Proceeds on disposals | 127,184 | 307,750 | |||||||||
| Net cash used in investing activities | (3,728,152 | ) | (2,746,096 | ) | |||||||
| Financing activities | |||||||||||
| Proceeds from issuance of common shares for bought deal, net of transaction and issuance costs | 9(c) | 27,009,239 | - | ||||||||
| Proceeds from issuance of common shares for option exercised | 1,994,238 | 6,346 | |||||||||
| Net cash provided by financing activities | 29,003,477 | 6,346 | |||||||||
| Effect of exchange rate changes on cash | (56,266 | ) | 890,603 | ||||||||
| Increase (decrease) in cash | 21,725,370 | (5,110,252 | ) | ||||||||
| Cash and cash equivalents, beginning of the year | 16,839,959 | 21,950,211 | |||||||||
| Cash and cash equivalents, end of the yaer | $ | 38,565,329 | $ | 16,839,959 | |||||||
| Supplementary cash flow information | 15 | ||||||||||
See accompanying notes to the consolidated financial statements.
Page | 4
New Pacific Metals Corp.
Consolidated Statements of Change in Equity
(Expressed in US dollars)
| Share capital | ||||||||||||||||||||||||||||||||||
| Notes | Number
of common shares issued | Amount | Share-based payment reserve | Accumulated
other comprehensive income (loss) | Deficit | Total
equity attributable to the equity holders of the Company | Non- controlling interests | Total equity | ||||||||||||||||||||||||||
| Balance, July 1, 2024 | 171,299,119 | $ | 182,010,834 | $ | 19,931,083 | $ | 9,311,400 | $ | (74,645,012 | ) | $ | 136,608,305 | $ | (156,366 | ) | $ | 136,451,939 | |||||||||||||||||
| Options exercised | 9(b)(i) | 4,167 | 8,641 | (2,295 | ) | - | - | 6,346 | - | 6,346 | ||||||||||||||||||||||||
| Restricted share units vested | 9(b)(ii) | 601,015 | 1,295,782 | (1,295,782 | ) | - | - | - | - | - | ||||||||||||||||||||||||
| Share-based compensation | 9(b) | - | - | 2,043,962 | - | - | 2,043,962 | - | 2,043,962 | |||||||||||||||||||||||||
| Disposal upon wind-up of a subsidiary | 10 | - | - | - | - | - | - | 296,065 | 296,065 | |||||||||||||||||||||||||
| Net loss | - | - | - | - | (3,757,057 | ) | (3,757,057 | ) | (23,165 | ) | (3,780,222 | ) | ||||||||||||||||||||||
| Currency translation adjustment | - | - | - | (613,655 | ) | - | (613,655 | ) | (116,534 | ) | (730,189 | ) | ||||||||||||||||||||||
| Balance, June 30, 2025 | 171,904,301 | 183,315,257 | 20,676,968 | 8,697,745 | (78,402,069 | ) | 134,287,901 | - | 134,287,901 | |||||||||||||||||||||||||
| Options exercised | 9(b)(i) | 900,027 | 2,924,025 | (929,787 | ) | - | - | 1,994,238 | - | 1,994,238 | ||||||||||||||||||||||||
| Restricted share units distributed | 9(b)(ii) | 1,017,696 | 2,131,974 | (2,131,974 | ) | - | - | - | - | - | ||||||||||||||||||||||||
| Share-based compensation | 9(b) | - | - | 1,839,416 | - | - | 1,839,416 | - | 1,839,416 | |||||||||||||||||||||||||
| Net common shares issued through bought deal financing | 9(c) | 11,385,000 | 27,009,239 | - | - | - | 27,009,239 | - | 27,009,239 | |||||||||||||||||||||||||
| Net loss | - | - | - | - | (4,190,369 | ) | (4,190,369 | ) | - | (4,190,369 | ) | |||||||||||||||||||||||
| Currency translation adjustment | - | - | - | (1,564,191 | ) | - | (1,564,191 | ) | - | (1,564,191 | ) | |||||||||||||||||||||||
| Balance, June 30, 2026 | 185,207,024 | $ | 215,380,495 | $ | 19,454,623 | $ | 7,133,554 | $ | (82,592,438 | ) | $ | 159,376,234 | $ | - | $ | 159,376,234 | ||||||||||||||||||
See accompanying notes to the consolidated financial statements.
Page | 5
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| 1. | CORPORATE INFORMATION |
New Pacific Metals Corp. along with its subsidiaries (collectively, the “Company” or “New Pacific”) is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company is in the stage of exploring and advancing the development of its mineral properties and has not yet determined if they contain economically recoverable mineral reserves. The underlying value and the recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral properties, and future profitable production or proceeds from the disposition of the mineral property interests.
The Company is publicly listed on the Toronto Stock Exchange (“TSX”) under the symbol “NUAG” and on the NYSE American stock exchange (“NYSE-A”) under the symbol “NEWP”. The head office, registered address and records office of the Company are located at 1066 Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.
| 2. | MATERIAL ACCOUNTING POLICY INFORMATION |
| (a) | Statement of Compliance and Basis of Preparation |
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The policies applied in these consolidated financial statements are based on IFRS Accounting Standards in effect as of June 30, 2026.
These consolidated financial statements have been prepared on a going concern basis.
The consolidated financial statements of the Company as at and for the year ended June 30, 2026 and 2025 were approved and authorized for issuance in accordance with a resolution of the Board of Directors (the “Board”) dated on September 1, 2026.
| (b) | Basis of Consolidation |
These consolidated financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.
Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary; and has the ability to use its power to affect its returns.
Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.
Page | 6
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
Details of the Company’s significant subsidiaries which are consolidated are as follows:
| Proportion of ownership interest held | ||||||||||||||
| Country of | June 30, | June 30, | Mineral | |||||||||||
| Name of subsidiaries | Principal activity | incorporation | 2026 | 2025 | properties | |||||||||
| New Pacific Offshore Inc. | Holding company | BVI (i) | 100 | % | 100 | % | ||||||||
| SKN Nickel & Platinum Ltd. | Holding company | BVI | 100 | % | 100 | % | ||||||||
| Glory Metals Investment Corp. Limited | Holding company | Hong Kong | 100 | % | 100 | % | ||||||||
| New Pacific Investment Corp. Limited | Holding company | Hong Kong | 100 | % | 100 | % | ||||||||
| New Pacific Andes Corp. Limited | Holding company | Hong Kong | 100 | % | 100 | % | ||||||||
| Fortress Mining Inc. | Holding company | BVI | 100 | % | 100 | % | ||||||||
| New Pacific Success Inc. | Holding company | BVI | 100 | % | 100 | % | ||||||||
| New Pacific Forward Inc. | Holding company | BVI | 100 | % | 100 | % | ||||||||
| Minera Alcira S.A. | Exploration company | Bolivia | 100 | % | 100 | % | Silver Sand | |||||||
| NPM Minerales S.A. | Corporate service company | Bolivia | 100 | % | 100 | % | ||||||||
| Colquehuasi S.R.L. | Exploration company | Bolivia | 100 | % | 100 | % | Silverstrike | |||||||
| Minera Hastings S.R.L. | Exploration company | Bolivia | 100 | % | 100 | % | Carangas | |||||||
(i) British Virgin Islands ("BVI")
| (c) | Foreign Currency Translation |
The functional currency for each subsidiary of the Company is the currency of the primary economic environment in which the entity operates. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is the Canadian dollar (“CAD”). The functional currency of all Bolivian subsidiaries is the US dollar (“USD”).
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 | 7
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| (d) | Property, Plant and Equipment |
Property, plant and equipment are initially recorded at cost, including all directly attributable costs to bring the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and applicable impairment losses. Depreciation is computed using the straight-line method based on the nature and estimated useful lives as follows:
| Land | Not depreciated |
| Building | 20 Years |
| Machinery | 5 Years |
| Motor Vehicles | 5 Years |
| Office equipment and furniture | 5 Years |
| Computer software | 5 Years |
Subsequent costs that meet the asset recognition criteria are capitalized while costs incurred that do not extend the economic useful life of an asset are considered repair and maintenance, which are accounted for as an expense recognized during the period. The Company conducts an annual assessment of the residual balances, useful lives, and depreciation methods being used for property, plant and equipment and any changes are applied prospectively.
Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Construction-in-progress assets are not depreciated until they are completed and available for use.
| (e) | Mineral Property Interest |
The cost of acquiring mineral rights and properties either as an individual asset purchase or as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. Fair value is determined by estimating the value of the property’s reserves, resources and exploration potential.
Exploration and evaluation costs, incurred associated with specific mineral rights and properties prior to demonstrable technical feasibility and commercial viability of extracting a mineral resource, are capitalized.
Mineral property interests include the payment relating VAT until such time that the exploration and evaluation of mineral property interests are reclassified into development stage mineral interests. VAT is imposed by the Bolivian government. The Company had VAT receivables through its exploration expenditures incurred in Bolivia. Upon reclassification from exploration and evaluation to development, the VAT receivable will be recognized as a separate asset and will be deductible against future VAT payables that will be generated through sales.
The Company determines that a property is in the development stage when its technical feasibility and commercial viability are demonstrable. Costs incurred in the development stage prior to commercial production are capitalized and included in the carrying amount of the related property in the period incurred. Proceeds from sales before intended use during this period, if any, are recognized in profit or loss.
| (f) | Impairment of Long-lived Assets |
Long-lived assets, including mineral property interests, property, plant and equipment are reviewed and tested for impairment when indicators of impairment are considered to exist. Impairment assessments are conducted at the level of cash-generating units (“CGU”) or at the individual asset level, whichever is the lowest level for which identifiable cash inflows are largely independent of the cash flows of other assets.
An impairment loss is recognized for any excess of carrying amount of a CGU over its recoverable amount, which is the greater of its fair value less costs to sell and value in use. For mineral properties, the recoverable amount is estimated as the discounted future net cash inflows expected to be derived from expected future production, metal prices, and net proceeds from the disposition of assets on retirement, less operating and capital costs. Impairment losses are recognized in the period they are incurred.
Page | 8
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
For exploration and evaluation assets, indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditures in the specific area are neither budgeted nor planned, and exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources.
Impairment losses are reversed if there is evidence the loss no longer exists or has decreased. This reversal is recognized in net income in the period the reversal occurs limited by the carrying value that would have been determined, net of any depreciation, had no impairment charge been recognized in prior years.
| (g) | Share-based Payments |
The Company grants share-based awards, including restricted share units (“RSUs”) and stock options to directors, officers, employees, and consultants.
For share-based awards, the fair value is charged to the consolidated statements of loss and credited to equity, on a straight-line basis over the vesting period, after adjusting for the estimated number of awards that are expected to vest. The fair value of share units is determined based on the quoted market price of the Company’s common shares at the date of grant. The fair value of the stock options granted to employees, officers, and directors is determined at the date of grant using the Black-Scholes option pricing model with market related input. The fair value of stock options granted to consultants is measured at the fair value of the services delivered unless that fair value cannot be estimated reliably, which then is determined using the Black-Scholes option pricing model. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.
At each statement of financial position date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed. The movement in cumulative expense is recognized in the consolidated statements of loss with a corresponding entry within equity. The amount recognized as expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met.
| (h) | Income Tax |
Current tax for each taxable entity is based on the local taxable income at the local substantively enacted statutory tax rate at the balance sheet date and includes adjustments to taxes payable or recoverable in respect to previous periods.
Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities, and their carrying amounts for financial reporting purposes. Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilized, except:
| - | where the deferred tax asset or liability relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
Page | 9
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| - | in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. |
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will be available to allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been substantively enacted by the end of the reporting period.
Deferred tax relating to items recognized outside profit or loss is recognized in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
| (i) | Earnings (loss) per Share |
Earnings (loss) per share is computed by dividing net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if additional common shares are assumed to be issued under securities that entitle their holders to obtain common shares in the future. For RSUs, the weighted average outstanding numbers as at the end of the period are included in the calculation of diluted earnings per share. For stock options, the number of additional shares for inclusion in diluted earnings per share calculations is determined when the exercise price is less than the average market price of the Company’s common shares; the stock options are assumed to be exercised and the proceeds are used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options and repurchased from proceeds is included in the calculation of diluted earnings per share. When loss per share is presented in the period, the Company’s calculation of diluted loss per share excludes any incremental shares from the assumed calculation of RSUs and stock options as they would be anti-dilutive.
| (j) | Financial Instruments |
Initial recognition:
On initial recognition, all financial assets and financial liabilities are recorded at fair value less directly attributable transaction costs except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”), in which case transaction costs are expensed as incurred.
Subsequent measurement of financial assets:
Subsequent measurement of financial assets depends on the classification of such assets.
Page | 10
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| I. | Non-equity instruments: |
IFRS 9 includes a single model that has only two classification categories for financial instruments other than equity instruments: amortized cost and fair value. To qualify for amortized cost accounting, the instrument must meet two criteria:
| i. | The objective of the business model is to hold the financial asset for the collection of cash flows; and |
| ii. | All contractual cash flows represent only the principal and interest on that principal. |
All other instruments are mandatorily measured at fair value.
| II. | Equity instruments: |
At initial recognition, for equity instruments other than held for trading, the Company may make an irrevocable election to designate it as either FVTPL or fair value through other comprehensive income (“FVTOCI”).
Financial assets classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization from the effective interest method is included in finance income.
Financial assets classified as FVTPL are measured at fair value with changes in fair values recognized in profit or loss.
Impairment of financial assets carried at amortized cost:
The Company recognizes a loss allowance for expected credit losses on its financial assets carried at amortized cost. The amount of expected credit loss is assessed at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.
Subsequent measurement of financial liabilities:
Financial liabilities classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization using the effective interest method is included in finance costs.
The Company classifies its financial instruments as follows:
| - | Financial assets classified as FVTPL: cash and cash equivalents and equity investments; |
| - | Financial assets classified as amortized cost: receivables and short-term investments – guaranteed investment certificates; and |
| - | Financial liabilities classified as amortized cost: trade and other payables, and due to related parties. |
Equity investments:
Equity investments represent equity interests of other publicly-traded or privately-held companies that the Company has acquired through the open market or through private placements. These equity interests consist of common shares and warrants. Equity investments are classified as FVTPL and are measured at fair value on initial recognition and subsequent measurement. The fair value of warrants was determined using the Black-Scholes pricing model as at the acquisition date as well as at each period end.
Derecognition of financial assets and financial liabilities:
A financial asset is derecognized when:
| - | The rights to receive cash flows from the asset have expired; or |
| - | The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
Page | 11
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
Gains and losses on derecognition of financial assets and liabilities classified as amortized cost are recognized in profit or loss when the instrument is derecognized or impaired, as well as through the amortization process.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. In this case, a new liability is recognized, and the difference in the respective carrying amounts is recognized in the consolidated statement of income.
Offsetting of financial instruments:
Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position if and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle liabilities simultaneously.
Fair value of financial instruments:
The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without deduction for transaction costs. For financial instruments that are not traded in active markets, the fair value is determined using appropriate valuation techniques, such as using a recent arm’s length market transaction between knowledgeable and willing parties, discounted cash flow analysis, reference to the current fair value of another instrument that is substantially the same, or other valuation models.
| (k) | Cash and Cash Equivalents |
Cash and cash equivalents include cash, and short-term money market instruments that are readily convertible to cash with original terms of three months or less.
| (l) | Significant Judgments and Estimation Uncertainties |
Many amounts included in the consolidated financial statements require management to make judgments and/or estimates. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of relevant facts and circumstances. Actual results may differ from the amounts included in the consolidated statement of financial position.
Areas of significant judgment include:
| - | Capitalization of expenditures with respect to exploration, evaluation and development costs to be included in mineral property interest; |
| - | Determination of functional currency; and |
| - | Recognition, measurement and impairment or impairment reversal assessment for mineral rights and properties. |
Areas of significant estimates include:
| - | Valuation input and forfeiture rates used in calculation of share-based compensation; and |
| - | Valuation of securities that do not have a quoted market price. |
Page | 12
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
The Company estimates its mineral resources based on information compiled by qualified persons as defined in accordance with National Instrument 43-101.
| (m) | New IFRS Accounting Standards and interpretations not yet applied |
IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18")
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its ‘operating profit or loss’. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside of an entity’s financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.
IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the ‘solely payments of principal and interest’ criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company is currently assessing the effect of these amendments on the financial statements. The Company has not early adopted any new accounting standard, interpretation or amendment that has been issued but is not yet effective.
| 3. | EQUITY INVESTMENTS |
The equity investments are summarized as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Common shares | ||||||||
| Public companies | $ | - | $ | 54,020 | ||||
Page | 13
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
The continuity of equity investments is summarized as follows:
| Fair value | Accumulated
mark-to- market gain included in deficit | |||||||
| Balance, July 1, 2024 | $ | 56,539 | $ | 3,885,508 | ||||
| Change in fair value | (2,641 | ) | (2,641 | ) | ||||
| Foreign exchange impact | 122 | - | ||||||
| Balance, June 30, 2025 | $ | 54,020 | $ | 3,882,867 | ||||
| Proceeds on disposal | (127,184 | ) | (127,184 | ) | ||||
| Change in fair value | 74,010 | 74,010 | ||||||
| Foreign exchange impact | (846 | ) | - | |||||
| Balance, June 30, 2026 | $ | - | $ | 3,829,693 | ||||
| 4. | INCOME FROM INVESTMENTS |
Income from investments consist of:
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Fair value change on equity investments | $ | 74,010 | $ | (2,641 | ) | |||
| Fair value change on bonds | - | 49,048 | ||||||
| Interest income | 937,453 | 741,190 | ||||||
| Income from investments | $ | 1,011,463 | $ | 787,597 | ||||
| 5. | PROPERTY, PLANT AND EQUIPMENT |
| Cost | Land
and building | Machinery | Motor vehicles | Office
equipment and furniture | Computer software | Total | ||||||||||||||||||
| Balance, June 30, 2024 | $ | 630,000 | $ | 457,659 | $ | 486,490 | $ | 369,528 | $ | 90,461 | 2,034,138 | |||||||||||||
| Additions | - | 67,748 | - | 17,372 | - | 85,120 | ||||||||||||||||||
| Foreign currency translation impact | - | - | - | 306 | 292 | 598 | ||||||||||||||||||
| Balance, June 30, 2025 | $ | 630,000 | $ | 525,407 | $ | 486,490 | $ | 387,206 | $ | 90,753 | $ | 2,119,856 | ||||||||||||
| Additions | - | 19,244 | - | 15,169 | - | 34,413 | ||||||||||||||||||
| Disposals | - | (134,000 | ) | - | - | - | (134,000 | ) | ||||||||||||||||
| Foreign currency translation impact | - | - | - | (3,885 | ) | (3,621 | ) | (7,506 | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | 630,000 | $ | 410,651 | $ | 486,490 | $ | 398,490 | $ | 87,132 | $ | 2,012,763 | ||||||||||||
| Accumulated depreciation and amortization | ||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | - | $ | (231,594 | ) | $ | (280,622 | ) | $ | (197,605 | ) | $ | (79,787 | ) | $ | (789,608 | ) | |||||||
| Depreciation | - | (62,280 | ) | (79,251 | ) | (44,539 | ) | (10,469 | ) | (196,539 | ) | |||||||||||||
| Foreign currency translation impact | - | - | - | (415 | ) | (497 | ) | (912 | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | - | $ | (293,874 | ) | $ | (359,873 | ) | $ | (242,559 | ) | $ | (90,753 | ) | $ | (987,059 | ) | |||||||
| Depreciation | - | (57,942 | ) | (73,645 | ) | (38,813 | ) | - | (170,400 | ) | ||||||||||||||
| Disposals | - | 74,289 | - | - | - | 74,289 | ||||||||||||||||||
| Foreign currency translation impact | - | - | - | 3,732 | 3,621 | 7,353 | ||||||||||||||||||
| Balance, June 30, 2026 | $ | - | $ | (277,527 | ) | $ | (433,518 | ) | $ | (277,640 | ) | $ | (87,132 | ) | $ | (1,075,817 | ) | |||||||
| Carrying amount | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | 630,000 | $ | 231,533 | $ | 126,617 | $ | 144,647 | $ | - | $ | 1,132,797 | ||||||||||||
| Balance, June 30, 2026 | $ | 630,000 | $ | 133,124 | $ | 52,972 | $ | 120,850 | $ | - | $ | 936,946 | ||||||||||||
For the year ended June 30, 2026, certain machinery were disposed for proceeds of $44,000 and loss of $21,431.
Page | 14
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| 6. | MINERAL PROPERTY INTERESTS |
| (a) | Silver Sand Project |
On July 20, 2017, the Company acquired the Silver Sand Project. The Project is located in the Colavi District of the Potosí Department, in Southwestern Bolivia, 33 kilometres (“km”) northeast of Potosí City, the department capital. The project covers an area of approximately 5.42 km2 at an elevation of 4,072 metres (“m”) above sea level.
For the year ended June 30, 2026, total expenditures of $2,705,638 (year ended June 30, 2025 - $1,552,036) 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 km2.
Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development, and production activities for the project.
For the year ended June 30, 2026, total expenditures of $1,705,078 (year ended June 30, 2025 - $1,473,791) were capitalized under the project.
| (c) | Silverstrike Project |
In December 2019, the Company acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The project covers an area of approximately 13 km2 and is located approximately 140 km southwest of the city of La Paz, Bolivia.
For the year ended June 30, 2026, total expenditures of $76,018 (year ended June 30, 2025 - $62,032) were capitalized under the project.
Page | 15
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
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, June 30, 2024 | $ | 88,977,334 | $ | 19,854,042 | $ | 4,934,555 | $ | 113,765,931 | ||||||||
| Capitalized exploration expenditures | ||||||||||||||||
| Reporting and assessment | 94,894 | 190,352 | - | 285,246 | ||||||||||||
| Drilling and assaying | 342 | 6,763 | 5,125 | 12,230 | ||||||||||||
| Project management and support | 1,155,235 | 889,034 | 37,828 | 2,082,097 | ||||||||||||
| Camp service | 179,873 | 295,804 | 17,033 | 492,710 | ||||||||||||
| Permit and license | 12,606 | 47,818 | - | 60,424 | ||||||||||||
| Value added tax not claimed | 109,086 | 44,020 | 2,046 | 155,152 | ||||||||||||
| Foreign currency impact | 51,499 | 26,018 | 3,058 | 80,575 | ||||||||||||
| Balance, June 30, 2025 | $ | 90,580,869 | $ | 21,353,851 | $ | 4,999,645 | $ | 116,934,365 | ||||||||
| Capitalized exploration expenditures | ||||||||||||||||
| Reporting and assessment | 765 | 519,339 | - | 520,104 | ||||||||||||
| Drilling and assaying | 11,014 | 8,919 | 589 | 20,522 | ||||||||||||
| Project management and support | 1,610,799 | 958,627 | 55,006 | 2,624,432 | ||||||||||||
| Camp service | 899,749 | 154,812 | 19,458 | 1,074,019 | ||||||||||||
| Permit and license | 6,359 | 42,203 | - | 48,562 | ||||||||||||
| Value added tax not claimed | 176,952 | 21,178 | 965 | 199,095 | ||||||||||||
| Foreign currency impact | (527,807 | ) | (181,714 | ) | (36,361 | ) | (745,882 | ) | ||||||||
| Balance, June 30, 2026 | $ | 92,758,700 | $ | 22,877,215 | $ | 5,039,302 | $ | 120,675,217 | ||||||||
| 7. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
Accounts payable and accrued liabilities consist of:
| June 30, 2026 | June 30, 2025 | |||||||
| Accounts payable | $ | 387,991 | $ | 242,492 | ||||
| Accrued liabilities | 548,151 | 593,271 | ||||||
| $ | 936,142 | $ | 835,763 | |||||
| 8. | RELATED PARTY TRANSACTIONS |
Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere, if any, in the consolidated financial statements are as follows:
| Due to a related party | June 30, 2026 | June 30, 2025 | ||||||
| Silvercorp Metals Inc. | $ | 189,655 | $ | 91,687 | ||||
(a) Silvercorp Metals Inc. (“Silvercorp”) has one director and one officer (June 30, 2025 – 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, 2026 were $767,857 (year ended June 30, 2025 - $801,406).
Page | 16
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
(b) Compensation of key management personnel
The remuneration of directors and other members of key management personnel for the year ended June 30, 2026 and 2025 are as follows:
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Director's cash compensation | $ | 86,831 | $ | 64,498 | ||||
| Director's share-based compensation | 428,317 | 536,417 | ||||||
| Key management's cash compensation | 838,760 | 647,676 | ||||||
| Key management's share-based compensation | 678,528 | 525,454 | ||||||
| $ | 2,032,436 | $ | 1,774,045 | |||||
Other than as disclosed above, the Company does not have any ongoing contractual or other commitments resulting from transactions with related parties.
| 9. | SHARE CAPITAL |
(a) Share Capital - authorized share capital
The Company’s authorized share capital consists of an unlimited number of common shares without par value.
(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, 2026, a total of $1,441,940 (year ended June 30, 2025 - $1,611,845) was recorded as share-based compensation expense.
For the year ended June 30, 2026, a total of $397,476 (year ended June 30, 2025 – $432,117) was capitalized under mineral property interests.
| (i) | Stock options |
The continuity schedule of stock options, as at June 30, 2026, is as follows:
| Number of options | Weighted
average exercise price (CAD$) | |||||||
| Balance, July 1, 2024 | 3,773,000 | $ | 3.11 | |||||
| Options granted | 1,810,333 | 1.58 | ||||||
| Options exercised | (4,167 | ) | 2.10 | |||||
| Options forfeited | (883,166 | ) | 2.26 | |||||
| Balance, June 30, 2025 | 4,696,000 | $ | 2.68 | |||||
| Options granted | 400,000 | 4.67 | ||||||
| Options exercised | (900,027 | ) | 3.04 | |||||
| Options forfeited | (381,335 | ) | 2.42 | |||||
| Balance, June 30, 2026 | 3,814,638 | $ | 2.83 | |||||
During the year ended June 30, 2026, a total of 400,000 (year ended June 30, 2025 – 1,810,333) options with a life of five years were granted to directors, officers, and employees at an exercise price of CAD$4.67 (year ended June 30, 2025 – CAD$1.58) 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.
Page | 17
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
The fair value of the options granted during the year ended June 30, 2026, 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, | ||||||||
| 2026 | 2025 | |||||||
| Risk free interest rate | 2.43 | % | 2.76 | % | ||||
| Expected volatility | 71.49 | % | 70.35 | % | ||||
| Expected life of options in years | 2.75 | 2.75 | ||||||
| Estimated forfeiture rate | 0.16 | 0.14 | ||||||
| Dividend yield | Nil | Nil | ||||||
The weighted average grant date fair value of options granted during the year ended June 30, 2026, was CAD$2.14 (year ended June 30, 2025 – CAD$0.72). Volatility was determined based on the historical volatility of the Company’s shares over the estimated life of stock options.
The following table summarizes information about stock options outstanding as at June 30, 2026:
| Number of options | Weighted | Number of options | Weighted | |||||||||||||||
| Exercise | outstanding as at | average remaining | exercisable as at | average | ||||||||||||||
| prices (CAD$) | June 30, 2026 | contractual life (years) | June 30, 2026 | exercise price (CAD$) | ||||||||||||||
| $ | 1.58 | 1,140,971 | 3.62 | 339,086 | $ | 1.58 | ||||||||||||
| 2.10 | 816,667 | 2.55 | 520,669 | 2.10 | ||||||||||||||
| 3.33 | 103,000 | 0.60 | 103,000 | 3.33 | ||||||||||||||
| 3.42 | 587,000 | 1.56 | 587,000 | 3.42 | ||||||||||||||
| 3.67 | 20,000 | 1.57 | 20,000 | 3.67 | ||||||||||||||
| 3.89 | 10,000 | 0.65 | 10,000 | 3.89 | ||||||||||||||
| 4.00 | 743,000 | 0.93 | 743,000 | 4.00 | ||||||||||||||
| 4.67 | 394,000 | 4.64 | - | - | ||||||||||||||
| $1.58 - $4.67 | 3,814,638 | 2.56 | 2,322,755 | $ | 3.04 | |||||||||||||
Subsequent to June 30, 2026, a total of 156,251 options were exercised with an average exercise price of CAD $2.30, and a total of 18,888 options were forfeited with an average exercise price of CAD $2.38.
| (ii) | RSUs |
The continuity schedule of RSUs, as at June 30, 2026, is as follows:
| Number of shares | Weighted
average grant date closing price per share (CAD$) | ||||||||
| Balance, June 30, 2024 | 2,127,214 | $ | 2.94 | ||||||
| Granted | 1,139,333 | 1.58 | |||||||
| Forfeited | (476,666 | ) | 2.07 | ||||||
| Distributed | (601,015 | ) | 3.02 | ||||||
| Balance, June 30, 2025 | 2,188,866 | $ | 2.40 | ||||||
| Granted | 745,000 | 4.67 | |||||||
| Forfeited | (182,834 | ) | 2.08 | ||||||
| Distributed | (1,017,696 | ) | 2.88 | ||||||
| Balance, June 30, 2026 | 1,733,336 | $ | 3.12 | ||||||
Page | 18
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
During the year ended June 30, 2026, a total of 745,000 (year ended June 30, 2025 – 1,139,333) RSUs were granted to directors, officers, and employees at a grant date closing price of CAD$4.67 (year ended June 30, 2025 – CAD$1.58) 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, 2026, a total of 228,619 RSUs were vested and distributed, and a total of 32,222 RSUs were forfeited.
| (c) | Bought deal financing |
On October 21, 2025, the Company successfully closed a bought deal financing to issue a total of 11,385,000 common shares at a price of $2.53 (CAD $3.55) per common share for gross proceeds of $28,823,813. The underwriter’s fee and other issuance costs for the transaction were approximately $1,814,574.
| (d) | Loss per share |
| For the years ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Loss (Numerator) | Shares (Denominator) | Per-share Amount | Loss (Numerator) | Shares (Denominator) | Per-share
Amount | |||||||||||||||||||
| Net loss Attributable to equity holders of the Company | $ | (4,190,369 | ) | $ | - | $ | - | $ | (3,757,057 | ) | $ | - | $ | - | ||||||||||
| Basic loss per share | (4,190,369 | ) | 180,599,824 | $ | (0.02 | ) | (3,757,057 | ) | 171,635,884 | $ | (0.02 | ) | ||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||
| Stock options and RSUs | - | - | - | - | - | - | ||||||||||||||||||
| Diluted loss per share | $ | (4,190,369 | ) | 180,599,824 | $ | (0.02 | ) | $ | (3,757,057 | ) | 171,635,884 | $ | (0.02 | ) | ||||||||||
Anti-dilutive options that are not included in the diluted loss per share calculation were nil for the year ended June 30, 2026 (year ended June 30, 2025 – nil)
| 10. | NON-CONTROLLING INTEREST |
| Qinghai Found | ||||
| Balance, July 1, 2024 | $ | (156,366 | ) | |
| Share of net loss | (23,165 | ) | ||
| Share of other comprehensive loss | (116,534 | ) | ||
| Derecognition upon wind-up of a subsidiary | 296,065 | |||
| Balance, June 30, 2025 | $ | - | ||
The Company’s subsidiary Qinghai Found was wound-up on November 22, 2024. Non-controlling interest of $296,065 was derecognized upon the wind-up.
As at June 30, 2026, the non-controlling interest in the Company’s subsidiary Qinghai Found was 0% (June 30, 2025 - 0%).
| 11. | FINANCIAL INSTRUMENTS |
The Company manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and equity price risk in accordance with its risk management framework. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.
| (a) | Fair Value |
The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of inputs used in making the measurements as defined in IFRS 13 – Fair Value Measurement (“IFRS 13”).
Page | 19
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs which are supported by little or no market activity.
The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at June 30, 2026 and June 30, 2025 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, 2026 | ||||||||||||||||
| Recurring measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Cash and cash equivalent | $ | 38,565,329 | $ | - | $ | - | $ | 38,565,329 | ||||||||
| Fair value as at June 30, 2025 | ||||||||||||||||
| Recurring measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Cash and cash equivalent | $ | 16,839,959 | $ | - | $ | - | $ | 16,839,959 | ||||||||
| Equity investments | 54,020 | - | - | 54,020 | ||||||||||||
Fair value of other financial instruments excluded from the table above approximates their carrying amount as of June 30, 2026, and June 30, 2025, respectively, due to the short-term nature of these instruments.
There were no transfers into or out of Level 1, 2, or 3 during the year ended June 30, 2026.
| (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, 2026, the Company had a working capital position of $37,764,071 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration and development expenditures on various projects in Bolivia for, but not limited to, the next 12 months.
In the normal course of business, the Company may enter into contracts that give rise to commitments for future minimum payments. The following summarizes the remaining contractual maturities of the Company’s financial liabilities:
| June 30, 2026 | June 30, 2025 | |||||||||||
| Due within a year | Total | Total | ||||||||||
| Accounts payable and accrued liabilities | $ | 936,142 | $ | 936,142 | $ | 835,763 | ||||||
| Due to a related party | 189,655 | 189,655 | 91,687 | |||||||||
| $ | 1,125,797 | $ | 1,125,797 | $ | 927,450 | |||||||
Page | 20
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
(c) Foreign Exchange Risk
The Company is exposed to foreign exchange risk when it undertakes transactions and holds assets and liabilities denominated in foreign currencies other than its functional currencies. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is CAD. The functional currency of all Bolivian subsidiaries is USD. The 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, 2026 | June 30, 2025 | ||||||
| United States dollars | $ | 626,576 | $ | 650,984 | ||||
| Bolivianos | 1,728,490 | 1,024,674 | ||||||
| Total | $ | 2,355,066 | $ | 1,675,658 | ||||
| Financial liabilities denominated in foreign currencies other than relevant functional currency | ||||||||
| United States dollars | $ | 220,948 | $ | 133,275 | ||||
| Bolivianos | 465,379 | 459,472 | ||||||
| Total | $ | 686,327 | $ | 592,747 | ||||
As at June 30, 2026, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $4,056.
As at June 30, 2026, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $12,631.
(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, 2026. The Company, from time to time, also owns cashable guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.
(e) Credit Risk
Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is primarily associated with cash and cash equivalents, and receivables. The carrying amount of financial assets included on the statement of financial position represents the maximum credit exposure.
The Company has deposits of cash and cash equivalent that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash and cash equivalent is held with major financial institutions. Bonds by nature are exposed to more credit risk than cash and cash equivalent. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at June 30, 2026, the Company had a receivables balance of $81,208 (June 30, 2025 - $21,467).
Page | 21
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
(f) Equity Price Risk
The Company holds certain marketable security that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at June 30, 2026, a 10% increase (decrease) in the market price of the security held, ignoring any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $nil (June 30, 2025 - $5,400).
| 12. | 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.
| 13. | INCOME TAX |
A summary of the Company’s reconciliation of income taxes at statutory rates for the years ended June 30, 2026 and 2025, is as follows
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Canadian statutory tax rate | 27.00 | % | 27.00 | % | ||||
| Loss before income taxes | $ | (1,578,941 | ) | $ | (3,780,222 | ) | ||
| Income tax recovery computed at Canadian statutory rates | (426,309 | ) | (1,020,659 | ) | ||||
| Foreign tax rates different from statutory rate | 322,632 | (69,866 | ) | |||||
| Permanent items and other | (194,975 | ) | 583,296 | |||||
| Change in unrecognized deferred tax assets | 298,652 | 507,229 | ||||||
| - | - | |||||||
Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits is dependent upon numerous factors, including the future profitability of operations in the jurisdiction in which the tax benefit arises. Deductible temporary differences and unused tax loss for which no deferred tax assets have been recognized are attributable to the following:
| June 30, 2026 | June 30, 2025 | |||||||
| Non-capital loss carry forward | $ | 14,962,117 | $ | 16,212,219 | ||||
| Capital loss carry forward | 17,885,070 | 18,622,526 | ||||||
| Proerpty, plant and equipment | 240,563 | 248,417 | ||||||
| Equity investments | 246,411 | 337,682 | ||||||
| Share issuance cost | 1,980,621 | 857,623 | ||||||
| 35,314,782 | 36,278,467 | |||||||
Page | 22
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
As of June 30, 2026, the Company has the following net operating losses, expiring various years to 2046 and available to offset future taxable income in Canada, Bolivia, respectively:
| Canada | Bolivia | ||||||||
| 2026 | - | - | |||||||
| 2027 | - | 1,262,008 | |||||||
| 2028 | - | 1,750,762 | |||||||
| 2029 | - | 1,928,247 | |||||||
| 2030 | - | 809,750 | |||||||
| 2031 | - | 1,212,114 | |||||||
| 2032 | - | - | |||||||
| 2033 | - | - | |||||||
| 2034 | - | - | |||||||
| 2035 | - | - | |||||||
| 2036 | - | - | |||||||
| 2037 | - | - | |||||||
| 2038 | - | - | |||||||
| 2039 | - | - | |||||||
| 2040 | - | - | |||||||
| 2041 | - | - | |||||||
| 2042 | - | - | |||||||
| 2043 | 1,915,434 | - | |||||||
| 2044 | 2,938,612 | - | |||||||
| 2045 | 2,224,393 | - | |||||||
| 2046 | 920,797 | ||||||||
| $ | 7,999,236 | $ | 6,962,881 | ||||||
As at June 30, 2026, the Company had capital loss carry forward of $17,885,070 that can be carried indefinitely in Canada (June 30, 2025 - $18,622,526).
| 14. | SEGMENTED INFORMATION |
As at and for the year ended June 30, 2026, the Company operates in four (as at and for the year ended June 30, 2025 – 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”).
Page | 23
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
(a) Segment information for assets and liabilities are as follows:
| June 30, 2026 | ||||||||||||||||||||
| Exploration and Development | ||||||||||||||||||||
| Corporate | Silver Sand | Carangas | Silverstrike | Total | ||||||||||||||||
| Cash and cash equivalents | $ | 37,292,965 | $ | 742,235 | $ | 542,341 | $ | (12,212 | ) | $ | 38,565,329 | |||||||||
| Plant and equipment | 134,578 | 129,228 | 39,467 | 633,674 | 936,947 | |||||||||||||||
| Mineral property interests | - | 92,758,700 | 22,877,215 | 5,039,302 | 120,675,217 | |||||||||||||||
| Other assets | 276,914 | 26,539 | 21,085 | - | 324,538 | |||||||||||||||
| Total Assets | $ | 37,704,457 | $ | 93,656,702 | $ | 23,480,108 | $ | 5,660,764 | $ | 160,502,031 | ||||||||||
| Total Liabilities | $ | (894,887 | ) | $ | (225,807 | ) | $ | (2,140 | ) | $ | (2,963 | ) | $ | (1,125,797 | ) | |||||
| June 30, 2025 | ||||||||||||||||||||
| Exploration and Development | ||||||||||||||||||||
| Corporate | Silver Sand | Carangas | Silverstrike | Total | ||||||||||||||||
| Cash and cash equivalents | $ | 16,341,420 | $ | 288,480 | $ | 210,194 | $ | (135 | ) | $ | 16,839,959 | |||||||||
| Equity investments | 54,020 | - | - | - | 54,020 | |||||||||||||||
| Plant and equipment | 153,455 | 291,060 | 50,326 | 637,956 | 1,132,797 | |||||||||||||||
| Mineral property interests | - | 90,580,869 | 21,353,851 | 4,999,645 | 116,934,365 | |||||||||||||||
| Other assets | 213,270 | 27,903 | 13,037 | - | 254,210 | |||||||||||||||
| Total Assets | $ | 16,762,165 | $ | 91,188,312 | $ | 21,627,408 | $ | 5,637,466 | $ | 135,215,351 | ||||||||||
| Total Liabilities | $ | (685,596 | ) | $ | (221,140 | ) | $ | (20,585 | ) | $ | (129 | ) | $ | (927,450 | ) | |||||
| (b) | Segment information for operating results are as follows: |
| Years ended June 30, 2026 | ||||||||||||||||||||
| Exploration and Development | ||||||||||||||||||||
| Corporate | Silver Sand | Carangas | Silverstrike | Total | ||||||||||||||||
| Project evaluation and corporate development | $ | (27,484 | ) | $ | - | $ | - | $ | - | $ | (27,484 | ) | ||||||||
| Salaries and benefits | (1,827,478 | ) | - | - | - | (1,827,478 | ) | |||||||||||||
| Share-based compensation | (1,441,940 | ) | - | - | - | (1,441,940 | ) | |||||||||||||
| Other operating expenses | (2,103,480 | ) | (439,196 | ) | (106,580 | ) | (7,128 | ) | (2,656,384 | ) | ||||||||||
| Total operating expense | (5,400,382 | ) | (439,196 | ) | (106,580 | ) | (7,128 | ) | (5,953,286 | ) | ||||||||||
| Income from investments | 1,005,662 | 3,230 | 2,571 | - | 1,011,463 | |||||||||||||||
| Loss on disposal of property, plant and equipment | - | (21,431 | ) | - | - | (21,431 | ) | |||||||||||||
| Foreign exchange (loss) gain | 427,938 | 427,408 | (22,798 | ) | (59,662 | ) | 772,886 | |||||||||||||
| Net (loss) income | $ | (3,966,782 | ) | $ | (29,989 | ) | $ | (126,807 | ) | $ | (66,790 | ) | $ | (4,190,368 | ) | |||||
| Attributed to: | ||||||||||||||||||||
| Equity holders of the Company | $ | (3,966,782 | ) | $ | (29,989 | ) | $ | (126,807 | ) | $ | (66,790 | ) | $ | (4,190,368 | ) | |||||
| Non-controlling interests | - | - | - | - | - | |||||||||||||||
| Net (loss) income | $ | (3,966,782 | ) | $ | (29,989 | ) | $ | (126,807 | ) | $ | (66,790 | ) | $ | (4,190,368 | ) | |||||
| Years ended June 30, 2025 | ||||||||||||||||||||
| Exploration and Development | ||||||||||||||||||||
| Corporate | Silver Sand | Carangas | Silverstrike | Total | ||||||||||||||||
| Project evaluation and corporate development | $ | (33,797 | ) | $ | (2,137 | ) | $ | - | $ | - | $ | (35,934 | ) | |||||||
| Salaries and benefits | (1,708,009 | ) | - | - | - | (1,708,009 | ) | |||||||||||||
| Share-based compensation | (1,611,845 | ) | - | - | - | (1,611,845 | ) | |||||||||||||
| Other operating expenses | (2,159,652 | ) | (395,883 | ) | (51,983 | ) | (12,653 | ) | (2,620,171 | ) | ||||||||||
| Total operating expense | (5,513,303 | ) | (398,020 | ) | (51,983 | ) | (12,653 | ) | (5,975,959 | ) | ||||||||||
| Income from investments | 787,597 | - | - | - | 787,597 | |||||||||||||||
| Foreign exchange gain | 903,333 | 305,019 | 199,782 | 6 | 1,408,140 | |||||||||||||||
| Net (loss) income | $ | (3,822,373 | ) | $ | (93,001 | ) | $ | 147,799 | $ | (12,647 | ) | $ | (3,780,222 | ) | ||||||
| Attributed to: | ||||||||||||||||||||
| Equity holders of the Company | $ | (3,799,208 | ) | $ | (93,001 | ) | $ | 147,799 | $ | (12,647 | ) | $ | (3,757,057 | ) | ||||||
| Non-controlling interests | (23,165 | ) | - | - | - | (23,165 | ) | |||||||||||||
| Net (loss) income | $ | (3,822,373 | ) | $ | (93,001 | ) | $ | 147,799 | $ | (12,647 | ) | $ | (3,780,222 | ) | ||||||
Page | 24
| New Pacific Metals Corp. |
| Notes to the Consolidated Financial Statements |
| (Expressed in US dollars) |
| 15. | SUPPLEMENTARY CASH FLOW INFORMATION |
| Years ended June 30, | ||||||||
| Changes in non-cash operating working capital: | 2026 | 2025 | ||||||
| Receivables | $ | (61,582 | ) | $ | 29,584 | |||
| Deposits and prepayments | (18,642 | ) | 104,544 | |||||
| Accounts payable and accrued liabilities | (114,466 | ) | (9,152 | ) | ||||
| Due to a related party | 104,495 | 40,304 | ||||||
| $ | (90,195 | ) | $ | 165,280 | ||||
| Years ended June 30, | ||||||||
| Non-cash capital transactions: | 2026 | 2025 | ||||||
| Reduction of capital expenditures of mineral property interest in accounts payable and accrued liabilities | $ | 224,335 | $ | (312,984 | ) | |||
Cash and cash equivalents consists of:
| Cash and cash equivalents: | June 30, 2026 | June 30, 2025 | ||||||
| Cash on hand and at bank | $ | 4,695,723 | $ | 8,007,009 | ||||
| Cash equivalents | 33,869,606 | 8,832,950 | ||||||
| $ | 38,565,329 | $ | 16,839,959 | |||||
Page | 25
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the year ended June 30, 2026
(Expressed in United States Dollars)
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
DATE OF REPORT: September 3, 2026
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, 2026 and 2025 and the related notes contained therein. The Company prepares its financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The Company’s material accounting policy information is set out in Note 2 of the audited consolidated financial statements for the years ended June 30, 2026 and 2025. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences. This MD&A contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. All information contained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of September 1, 2026.
BUSINESS OVERVIEW AND STRATEGY
The Company is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company’s precious metal projects include the Silver Sand project (the “Silver Sand Project”) located in Potosi, under permitting stage, the Carangas project (the “Carangas Project”), located in Oruro, as well under the permitting stage, and the early-stage Silverstrike project (the “Silverstrike Project”), located in La Paz. With over a decade of operating experience in Bolivia, the Company believes that it has sufficient technical and financial resources, and has earned the confidence of its stakeholders and shareholders.
The Company is publicly listed on the Toronto Stock Exchange under the symbol “NUAG” and on the NYSE American stock exchange under the symbol “NEWP”. The head office, registered address and records office of the Company are located at 1066 West Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.
Fiscal 2026 highlightS
| · | On August 21, 2026, the Company signed the Administrative Mining Contracts (“AMCs”) for the Carangas Project with the Autoridad Jurisdiccional Administrativa Minera (Administrative Mining Jurisdictional Authority) (“AJAM”). The AMCs, which cover the approximately 39 km2 of the Carangas Project, have a 30-year fixed term. The signed AMCs will now be submitted to the Plurinational Legislative Assembly of Bolivia for ratification and approval. |
| Management’s Discussion and Analysis | Page 2 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| · | On August 14, 2026, the Company filed an updated independent preliminary economic assessment technical report for the Carangas Project titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” (the “Updated Carangas PEA Technical Report”). The Updated Carangas PEA Technical Report is effective July 16, 2026 and was independently prepared by Ausenco Engineering Canada ULC. (“Ausenco”) in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). The Updated Carangas PEA Technical Report considers an increased throughput rate and the inclusion of the gold zone when compared to the previous preliminary economic assessment technical report dated September 5, 2024. See "Cautionary Note Regarding Results of Preliminary Economic Assessment". Highlights of the Updated Carangas PEA Technical Report are as follows: |
| o | Post-tax net present value (“NPV”) (5%) of $2.65 billion and internal rate of return (“IRR”) of 35.9% at base case metal prices of: $45.00/ounce (“oz”) silver (“Ag”), $3,400/oz gold (“Au”), $1.20/pound (“lb”) zinc (“Zn”), and $0.90/lb lead (“Pb”); |
| o | 19-year life of mine (“LOM”), excluding two-years of pre-production, producing approximately 195 million oz (“Moz”) of payable Ag, 1.1 Moz of payable Au, 1,453 million pounds (“Mlbs”) of payable Zn and 941 Mlbs of payable Pb, or 339.0 Moz silver equivalent (“AgEq”); and |
| o | Initial capital costs of $644.5 million and a post-tax payback of 2.4 years. |
| · | On February 23, 2026, the Company signed a Framework Agreement for Cooperation and Coordination (the “Agreement”) with the Carangas community (“TIOC Carangas”) in respect to the Carangas Project. The Agreement establishes a general framework of understanding and commitment between the Company and TIOC Carangas that reflects the shared intention to develop the Carangas Project based on transparency, fairness, mutual benefits, mutual respect, and long-term cooperation. |
| · | On October 21, 2025, the Company closed a bought deal financing. A total of 11,385,000 common shares of the Company were sold under the bought deal financing at a price of CAD $3.55 (approximately $2.53) per common share for total gross proceeds of approximately CAD $40.4 million (approximately $28.8 million). Raymond James Ltd. acted as sole bookrunner, and the offering was co-led by Raymond James Ltd. and BMO Nesbitt Burns Inc. on behalf of a syndicate of underwriters. |
| · | On October 23, 2025, the Company appointed Mr. Jalen Yuan as Chief Executive Officer (“CEO”) and Mr. Chester Xie as Chief Financial Officer (“CFO”). Mr. Yuan has also been appointed to the Company’s board of directors. This announcement follows the appointments of Mr. Yuan and Mr. Xie as Interim CEO and Interim CFO, respectively, in April 2025. |
PROJECTs overvieW
Bolivian Licence Tenure
A summary of Bolivian mining laws with respect to the Administrative Mining Contract (“AMC”) and exploration license is presented below.
Exploration and mining rights in Bolivia are granted by the Ministry of Mines and Metallurgy through the 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.
| Management’s Discussion and Analysis | Page 3 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Silver Sand Project
The Silver Sand Project is located in the Colavi District of Potosí Department in southwestern Bolivia at an elevation of 4,072 m above sea level, 33 kilometres (“km”) northeast of Potosí City, the department capital.
The Silver Sand Project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km2. The Silver Sand south block, covering an area of 3.17 km2 hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from the AJAM. The Silver Sand north block covers an area of 2.25 km2 and is comprised of two AMCs (Jisasjardan and Bronce). The AMCs establish a clear title to the Silver Sand Project.
| (a) | Exploration |
The Company carried out extensive exploration and resource definition drill programs on the Silver Sand Project between 2017 and 2022, completing a total of 139,920 metre (“m") of diamond drilling in 564 holes during the period. Silver Sand Project’s current Mineral Resource Estimate (the “Silver Sand MRE”) is based on these extensive exploration programs. Based on the Silver Sand MRE, the Silver Sand Project has an estimated measured and indicated mineral resource of 201.77 Moz of silver at an average grade of 116 gram per tonne (“g/t”) and an estimated inferred mineral resource of 12.95 Moz of silver at 88 g/t.
| (b) | Advanced Study |
On August 8, 2024, the Company filed its pre-feasibility study technical report for the Silver Sand Project titled "Technical Report – Silver Sand Project Pre-Feasibility Study" dated August 8, 2024 and with an effective date of June 19, 2024 (the “Silver Sand PFS Technical Report”). AMC Mining Consultants (Canada) Ltd. (mineral resource and reserves, mining, infrastructure and financial analysis) was contracted to conduct the Silver Sand PFS Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The Silver Sand PFS Technical Report superseded and replaced the previous preliminary economic assessment technical report for the Silver Sand Project. Highlights of the Silver Sand PFS Technical Report are as follows:
| · | Post-tax NPV at a 5% discount rate of $740 million and IRR of 37% at a base case price of $24.00/oz silver; |
| · | 13 years mine life, excluding the 2 years pre-production period, producing approximately 157 Moz of silver. Annual silver production exceeds 15 Moz in years one through three with LOM average annual silver production exceeding 12 Moz; |
| · | Initial capital costs of $358 million and a post-tax payback of 1.9 years (from the start of production) at $24.00/oz silver; and |
| · | Average LOM AISC of $10.69/oz silver. |
For more details on the Silver Sand PFS Technical Report, please refer to the Company’s news releases dated June 26, 2024 and August 8, 2024.
| Management’s Discussion and Analysis | Page 4 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| (c) | Permitting |
In May 2023, the Silver Sand Project obtained its environmental categorization as a proposed open pit operation from Bolivia’s Ministry of Environment and Water, formally commencing the Environmental Impact Assessment Study (“EEIA”) process. The environmental categorization expired in November 2024 and the Company is in the process of opening a new environmental categorization. The Company continues to advance its socialization process with communities located within the Silver Sand Project’s area of influence. After completion of the socialization process, the Company plans to achieve the following:
| § | obtain surface rights through long-term land lease agreements; |
| § | create employment and business opportunities for community members; |
| § | finalize a resettlement and compensation plan for impacted families; and |
| § | implement measures to safeguard cultural and historical heritage. |
Integral to our pathway towards obtaining the EEIA, the Company is establishing a framework to coexist with artisanal and small-scale miners ("ASMs") and Cooperativas (the “Co-Ops”) in surrounding areas of the Silver Sand Project that do not encroach on our mineral rights. The Company recognizes the importance of ASMs and Co-Ops to the region’s economic and political landscape and is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized. The Company is also undertaking measures, with the assistance of both local government authorities and external contractors, to address the presence of ASMs whose activities do not align with the development objectives of the Silver Sand Project, and the interest of the broader communities. These communities formally acknowledged the Company’s mining rights and they indicated that they expect the cessation of these ASM activities. The Company took steps to address the presence of these ASMs, including the commencement of formal legal proceedings in December 2023. In addition, on May 7, 2024, the Company successfully obtained an execution order (the “Order”) from the AJAM for the reinstatement of its mining rights and is working closely with government authorities to enforce the Order. On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an Amparo (a constitutional protection action) to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the ASMs stopped their mining activities and withdrawn from the Silver Sand Project area and the Company successfully regained access to the area and established a temporary camp. Survey and inspection work was performed in the area to measure the extent of the impact of the ASMs’ activities on the Silver Sand Project’s mineral resources, and preliminary results indicated the mineralized material extracted is not material.
With the illegal mining activities stopped, the Company has shifted its focus back to engaging the local communities to build relationships and forge alliances in the project. The Company has engaged the communities impacted by the project in a door-to-door and family-to-family approach, with encouraging and positive results. The Company plans to complete the socialization process and sign framework agreements with the impacted communities.
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.
| Management’s Discussion and Analysis | Page 5 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
A portion of the MPC area contains approximately 10% of the mineral resource as part of the Silver Sand PFS Technical Report. Other than that, 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 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.
| (e) | Project Expenditure |
For the three months and year ended June 30, 2026, total expenditures of $796,135 and $2,705,638, respectively (three months and year ended June 30, 2025 - $320,702 and $1,552,036, respectively) were capitalized under the Silver Sand Project.
| Management’s Discussion and Analysis | Page 6 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
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 in Oruro Department and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the three exploration licenses that cover an area of 40.75 km2. Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the Carangas Project.
| (a) | Exploration |
The Company carried out extensive exploration and resource definition drill programs on the Carangas Project between 2021 and 2023, and completed a total of 81,145 m of diamond drilling in 189 holes during the period. The mineral resource estimate for the Carangas Project (the “Carangas MRE”), as discussed in the Updated Carangas PEA Technical Report (defined below), is summarized as follows:
| Tonnage | Ageq | Ag | Au | Pb | Zn | |||||||||||||||||||||||||||||||||||||||||
| Domain | Category | Mt | g/t | Mozs | g/t | Mozs | g/t | Kozs | % | Mlbs | % | Mlbs | ||||||||||||||||||||||||||||||||||
| Upper | Indicated | 121.60 | 70.0 | 272.4 | 44.0 | 173.9 | 0.1 | 220.0 | 0.3 | 923.3 | 0.7 | 1729.6 | ||||||||||||||||||||||||||||||||||
| Silver Zone | Inferred | 33.60 | 67.0 | 72.9 | 42.0 | 45.9 | 0.1 | 119.6 | 0.3 | 211.6 | 0.5 | 357.6 | ||||||||||||||||||||||||||||||||||
| Middle | Indicated | 38.70 | 41.0 | 51.3 | 12.0 | 15.1 | 0.1 | 68.8 | 0.4 | 314.1 | 0.8 | 688.0 | ||||||||||||||||||||||||||||||||||
| Zinc Zone | Inferred | 9.10 | 39.0 | 11.5 | 9.0 | 2.6 | 0.1 | 15.3 | 0.4 | 77.1 | 0.9 | 172.2 | ||||||||||||||||||||||||||||||||||
| Lower | Indicated | 78.40 | 82.0 | 205.9 | 10.0 | 24.4 | 0.8 | 1911.7 | 0.1 | 215.0 | 0.2 | 403.8 | ||||||||||||||||||||||||||||||||||
| Gold Zone | Inferred | 11.00 | 80.0 | 28.3 | 10.0 | 3.6 | 0.7 | 248.5 | 0.2 | 36.2 | 0.3 | 82.4 | ||||||||||||||||||||||||||||||||||
| Total | Indicated | 238.80 | 69.0 | 529.6 | 28.0 | 213.4 | 0.3 | 2200.5 | 0.3 | 1452.4 | 0.5 | 2821.3 | ||||||||||||||||||||||||||||||||||
| Inferred | 53.80 | 65.0 | 112.7 | 30.0 | 52.1 | 0.2 | 383.4 | 0.3 | 324.9 | 0.5 | 612.3 | |||||||||||||||||||||||||||||||||||
Notes:
| · | CIM Definition Standards (2014) were used for reporting the mineral resources. |
| · | Mineral Resources are constrained by an optimized pit shell at a metal price of $41.00/oz Ag, $3,300.00/oz Au, $1.00/lb Pb, $1.30/lb Zn, $4.00/lb Cu, recovery of 81.6% Ag, 93.4% Au, 73.4% Pb, 66.9% Zn, 38.7% Cu and Cut-off grade of 30 g/t AgEq. |
| · | AgEq formula is: AgEq g/t = Ag g/t + (Au g/t * 80.49) + (Pb %*2204.6 /100 + Zn %*2866 /100 + Cu %* 8818.5 /100) / 1.318 |
| · | Drilling results up to June 1, 2023. |
| · | The numbers may not compute exactly due to rounding. |
| · | Mineral resources are reported on a dry in-situ basis. |
| · | Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. |
| (b) | Advanced Study |
On August 14, 2026, the Company filed the Updated Carangas PEA Technical Report. Ausenco was contracted to conduct the Updated Carangas PEA Technical Report in cooperation with SLR Canada (minerals resources), Moose Mountain Technical Services (mining), and JJ Metallurgical Services (metallurgy). The Updated Carangas PEA Technical Report is based on the Carangas MRE. The Updated Carangas PEA Technical Report considers an increased throughput rate and the inclusion of the gold zone when compared to the previous preliminary economic assessment technical report dated September 5, 2024. Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”.
| Management’s Discussion and Analysis | Page 7 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Highlights from the Updated Carangas PEA Technical Report are as follows:
| · | Post-tax net present value (“NPV”) (5%) of $2.65 billion and internal rate of return (“IRR”) of 35.9% at base case metal prices of: $45.00/ounce (“oz”) silver (“Ag”), $3,400/oz gold (“Au”), $1.20/pound (“lb”) zinc (“Zn”), and $0.90/lb lead (“Pb”); |
| · | 19-year life of mine (“LOM”), excluding two-years of pre-production, producing approximately 195 million oz (“Moz”) of payable Ag, 1.1 Moz of payable Au, 1,453 million pounds (“Mlbs”) of payable Zn and 941 Mlbs of payable Pb, or 339.0 Moz silver equivalent (“AgEq”); |
| · | Initial capital costs of $644.5 million and a post-tax payback of 2.4 years. |
For more details on the Updated Carangas PEA Technical Report, please refer to the Company’s news releases dated August 14, 2026 and July 16, 2026.
| (c) | Permitting |
The Company intends to continue its efforts to secure the necessary permits for the Carangas Project. This is anticipated to include securing a comprehensive mine development agreement with the local community, converting the Company’s exploration licenses into an AMCs, completing an EEIA and obtaining legal certainty for the Carangas Project’s location within 50 kilometres of the Bolivian border with Chile.
On August 30, 2025, the Carangas community discussed the economic, environmental, and social impacts of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.
On February 23, 2026, the Company signed a Framework Agreement for Cooperation and Coordination (the “Agreement”) with the Carangas community (“TIOC Carangas”). The Agreement establishes a general framework of understanding and commitment between the Company and TIOC Carangas that reflects the shared intention to develop the Carangas Project based on transparency, fairness, mutual benefits, mutual respect, and long-term cooperation. The Agreement includes the terms, conditions, and commitments of both the Company and TIOC Carangas.
On July 6, 2026, the Company successfully completed Prior Consultation to obtain TIOC Carangas’ and other regional stakeholders’ consent as part of the requirements for the conversion of the Carangas exploration licenses to AMCs.
On August 21, 2026, the Company signed two AMCs in respect of the Carangas Project covering a total area of 39km2 with AJAM which completed the administrative conversion of exploration licenses to AMCs. The signed AMCs are subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the AMCs have 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 AMCs in a timely manner or at all, or that the ratification of the AMCs 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 AMCs and the Company’s business
| Management’s Discussion and Analysis | Page 8 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| (d) | Project Expenditure |
For the three months and year ended June 30, 2026, total expenditures of $750,198 and $1,705,078, respectively (the three months and year ended June 30, 2025 - $318,087 and $1,473,791, respectively) were capitalized under the Carangas Project.
Silverstrike Project
The early stage Silverstrike Project is located approximately 140 km southwest of La Paz, Bolivia. In December 2019, the Company signed a mining association agreement and acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The private Bolivian corporation is owned 100% by Bolivian nationals and holds the title to the nine ATEs (covering an area of approximately 13 km2) that comprise the Silverstrike Project.
Under the mining association agreement, the Company is required to cover 100% of future expenditures including exploration, contingent on results of development and subsequent mining production activities at the Silverstrike Project.
| (a) | Exploration |
During 2020, the Company’s exploration team completed reconnaissance and detailed mapping and sampling programs on the northern portion of the Silverstrike Project. The results to date identified near surface broad zones of silver mineralization in altered sandstones to the north, with similarities to the Silver Sand Project. In the Silverstrike Project’s central area, a near surface broad silver zone that occurs near the top of a 900 m diameter volcanic dome of ignimbrite (volcaniclastic sediments) with intrusions of rhyolite dyke swarms and andesite flows. In addition, a broad gold zone occurs halfway from the top of this dome.
In 2022, the Company completed a 3,200 m drill program at the Silverstrike Project. Assay results for the two drill holes were released in the news releases dated November 1, 2022 and September 12, 2022. Further exploration activities remain on standby as the Company focuses on the programs for the Silver Sand Project and Carangas Project, as outlined above.
| (b) | Project Expenditure |
For the three months and year ended June 30, 2026, total expenditures of $18,841 and $76,018, respectively (three months and year ended June 30, 2025 - $15,928 and $62,032, respectively) were capitalized under the Silverstrike Project.
Frontier Area – Carangas Project and Silverstrike Project
The Carangas Project and the Silverstrike Project are located within 50 km of the Bolivian border with Chile. In line with many South American countries, Bolivia does not permit foreign entities to own property within 50 km of international borders (the “Frontier Area”). Property owners in the Frontier Area are, however, permitted to enter into mining association agreements with third parties, including foreign entities, for the development of mining activities under Bolivian Law No. 535 on Mining and Metallurgy. While the Company believes the mining association agreements for the Carangas Project and the Silverstrike Project are legally compliant with the Frontier Area requirements and Bolivian mining laws, there is no assurance that the Company’s Bolivian partners will be successful in obtaining the approval of the AJAM to convert the exploration licenses to AMC in the case of the Carangas Project, or that even if approved, that such relationships and structures will not be challenged.
| Management’s Discussion and Analysis | Page 9 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
In July 2025, the Oruro Department passed a regional legislation to be able to declare any mining project in the department a “State of Necessity”. Once a project is declared and approved by the Plurinational Legislative Assembly of Bolivia, direct foreign ownership is possible for project located within 50 kilometres of the Bolivian border in the Oruro Department.
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, June 30, 2024 | $ | 88,977,334 | $ | 19,854,042 | $ | 4,934,555 | $ | 113,765,931 | ||||||||
| Capitalized exploration expenditures | ||||||||||||||||
| Reporting and assessment | 94,894 | 190,352 | - | 285,246 | ||||||||||||
| Drilling and assaying | 342 | 6,763 | 5,125 | 12,230 | ||||||||||||
| Project management and support | 1,155,235 | 889,034 | 37,828 | 2,082,097 | ||||||||||||
| Camp service | 179,873 | 295,804 | 17,033 | 492,710 | ||||||||||||
| Permit and license | 12,606 | 47,818 | - | 60,424 | ||||||||||||
| Value added tax not claimed | 109,086 | 44,020 | 2,046 | 155,152 | ||||||||||||
| Foreign currency impact | 51,499 | 26,018 | 3,058 | 80,575 | ||||||||||||
| Balance, June 30, 2025 | $ | 90,580,869 | $ | 21,353,851 | $ | 4,999,645 | $ | 116,934,365 | ||||||||
| Capitalized exploration expenditures | ||||||||||||||||
| Reporting and assessment | 765 | 519,339 | - | 520,104 | ||||||||||||
| Drilling and assaying | 11,014 | 8,919 | 589 | 20,522 | ||||||||||||
| Project management and support | 1,610,799 | 958,627 | 55,006 | 2,624,432 | ||||||||||||
| Camp service | 899,749 | 154,812 | 19,458 | 1,074,019 | ||||||||||||
| Permit and license | 6,359 | 42,203 | - | 48,562 | ||||||||||||
| Value added tax not claimed | 176,952 | 21,178 | 965 | 199,095 | ||||||||||||
| Foreign currency impact | (527,807 | ) | (181,714 | ) | (36,361 | ) | (745,882 | ) | ||||||||
| Balance, June 30, 2026 | $ | 92,758,700 | $ | 22,877,215 | $ | 5,039,302 | $ | 120,675,217 | ||||||||
| Management’s Discussion and Analysis | Page 10 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
FINANCIAL RESULTS
Selected Annual Information
| Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | ||||||||||
| Operating expense | (5,953,287 | ) | (5,975,959 | ) | (6,942,265 | ) | ||||||
| Income from Investments | 1,011,463 | 787,597 | 1,061,095 | |||||||||
| Gain (loss) on disposal of plant and equipment | (21,431 | ) | - | - | ||||||||
| Other (loss) income | 772,886 | 1,408,140 | (146,108 | ) | ||||||||
| Net loss | (4,190,369 | ) | (3,780,222 | ) | (6,027,278 | ) | ||||||
| Net loss attributable to equity holders | (4,190,369 | ) | (3,757,057 | ) | (6,021,706 | ) | ||||||
| Basic and diluted loss per share | (0.02 | ) | (0.02 | ) | (0.04 | ) | ||||||
| Total current assets | 38,889,868 | 17,094,169 | 22,599,077 | |||||||||
| Total non-current assets | 121,612,163 | 118,121,182 | 115,067,000 | |||||||||
| Total current liabilities | 1,125,797 | 927,450 | 1,214,138 | |||||||||
| Total non-current liabilities | - | - | - | |||||||||
Selected Quarterly Information
| For the Quarters Ended | ||||||||||||||||
| Jun. 30, 2026 | Mar. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2025 | |||||||||||||
| Operating expense | $ | (1,586,054 | ) | $ | (1,581,073 | ) | $ | (1,469,328 | ) | $ | (1,316,832 | ) | ||||
| Income from Investments | 300,177 | 290,564 | 306,671 | 114,051 | ||||||||||||
| Loss on disposal of plant and equipment | - | (21,431 | ) | - | - | |||||||||||
| Other income (loss) | 300,471 | 437,054 | (421,783 | ) | 457,144 | |||||||||||
| Net loss | (985,406 | ) | (874,886 | ) | (1,584,440 | ) | (745,637 | ) | ||||||||
| Net loss attributable to equity holders | (985,406 | ) | (874,886 | ) | (1,584,440 | ) | (745,637 | ) | ||||||||
| Basic and diluted loss per share | (0.01 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | ||||||||
| Total current assets | 38,889,868 | 40,335,249 | 42,011,459 | 16,214,719 | ||||||||||||
| Total non-current assets | 121,612,163 | 120,435,572 | 119,528,195 | 118,437,394 | ||||||||||||
| Total current liabilities | 1,125,797 | 1,060,053 | 1,014,945 | 1,336,304 | ||||||||||||
| Total non-current liabilities | - | - | - | - | ||||||||||||
| For the Quarters Ended | ||||||||||||||||
| Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | |||||||||||||
| Operating expense | $ | (1,415,914 | ) | $ | (1,359,924 | ) | $ | (1,590,640 | ) | $ | (1,609,481 | ) | ||||
| Income from Investments | 132,001 | 215,258 | 190,040 | 250,298 | ||||||||||||
| Other income (loss) | 390,465 | 281,559 | 635,941 | 100,175 | ||||||||||||
| Net loss | (893,448 | ) | (863,107 | ) | (764,659 | ) | (1,259,008 | ) | ||||||||
| Net loss attributable to equity holders | (893,448 | ) | (863,107 | ) | (742,869 | ) | (1,257,633 | ) | ||||||||
| Basic and diluted loss per share | (0.01 | ) | (0.01 | ) | (0.00 | ) | (0.01 | ) | ||||||||
| Total current assets | 17,094,169 | 17,412,840 | 18,672,173 | 21,701,429 | ||||||||||||
| Total non-current assets | 118,121,182 | 116,576,963 | 115,850,335 | 116,156,832 | ||||||||||||
| Total current liabilities | 927,450 | 745,638 | 1,039,107 | 1,338,762 | ||||||||||||
| Total non-current liabilities | - | - | - | - | ||||||||||||
The Company’s operating expenses have fluctuated over the past eight quarters as a result of the Company’s changes in strategy and focus. Interest income varied due to fluctuations in interest rates and the availability of cash balance for investment in short-term high-interest savings accounts as well as cashable GICs. Additionally, other income varies due to the effect of exchange rate among the Canadian dollar, the United States dollar and the Bolivianos.
| Management’s Discussion and Analysis | Page 11 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Net loss attributable to equity holders of the Company for the three months ended June 30, 2026 (“Fiscal 2026”) was $985,405 or $0.01 per share (the three months ended June 30, 2025 (“Q4 Fiscal 2025”) – net loss of $893,448 or $0.01 per share)
Net loss attributable to equity holders of the Company for the year ended June 30, 2026 (“Fiscal 2026”) was $4,190,368 or $0.02 per share (year ended June 30, 2025 (“Fiscal 2025”) – net loss of $3,757,057 or $0.02 per share).
The Company’s net loss attributable to equity holders of the Company for the three months and year ended June 30, 2026 and the respective comparative periods were mainly impacted by its operating expenses and other income. Details of the variance analysis on operating expenses and other income items are explained below.
Operating expenses for the three months and year ended June 30, 2026 were $1,586,053 and $5,953,286, respectively (three months and year ended June 30, 2025 - $1,415,914 and $5,975,959, 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, 2026 of $105 and $27,484, respectively (the three months and year ended June 30, 2025 - $5,297 and $35,934). The decrease in project evaluation and corporate development expenses for the current periods was the result of less prospecting trips made in Bolivia for target generation, as the Company is focused on developing its existing projects. |
| (ii) | Filing and listing fees for the three months and year ended June 30, 2026 of $39,145 and $367,246, respectively (the three months and year ended June 30, 2025 - $37,802 and $279,164, respectively). The filing and listing fees are comparable for the comparative quarters. The increase in filing and listing fees for Fiscal 2026 was the result of the amortization of the listing fee related to the 2026 bought deal financing completed in the year ended June 30, 2026. |
| (iii) | Corporate affairs and investor relations expenses for the three months and year ended June 30, 2026 of $115,370 and $498,083, respectively (the three months and year ended June 30, 2025 - $78,426 and $371,145). The increase in investor relations expenses for the Q4 Fiscal 2026 and Fiscal 2026 was the result of increased activities in participating industry conventions and using various media channels to socialize the Company and its projects. |
| (iv) | Professional fees for the three months and year ended June 30, 2026 of $150,180 and $624,446, respectively (the three months and year ended June 30, 2025 - $192,978 and $499,586, respectively). The professional fees decreased for the Q4 Fiscal 2026 due to less efforts in legal activities related to the cessation of illegal mining operations compared to Q4 Fiscal 2025. Professional fees increased for Fiscal 2026 mainly because of increased services for legal actions against the illegal miners that had encroached on our project between 2022 and 2025. |
| (v) | Salaries and benefits expenses for the three months and year ended June 30, 2026 of $443,663 and $1,827,478, respectively (the three months and year ended June 30, 2025 - $563,598 and $1,708,009, respectively). The decrease in salary and benefits for Q4 Fiscal 2026 compared to Q4 Fiscal 2025 was the result of severance payments and a one-time bonus to the Bolivia team for operational progress made during Q4 Fiscal 2025. The increase in Fiscal 2026 was a result of performance bonus paid in Fiscal 2026 and higher headcount in Bolivia to support the operation. |
| Management’s Discussion and Analysis | Page 12 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| (vi) | Office and administration expenses for the three months and year ended June 30, 2026 of $248,861 and $996,210, respectively (the three months and year ended June 30, 2025 - $143,767 and $1,273,737, respectively). The increase in office and administrative expenses for Q4 Fiscal 2026 compared to Q4 Fiscal 2025 was primarily driven by the timing of cumulative annual cost allocations recognized in the comparative prior period, which temporarily reduced Q4 Fiscal 2025 expenses below baseline operational levels. The decrease in office and administrative expenses for the current fiscal year was a result of reduced rate in director and officer insurance and rent for the Company's office, as well as related expenses from Qinghai Found, which was wound up on December 31, 2024. |
| (vii) | Share-based compensation for the three months and year ended June 30, 2026 of $549,784 and 1,441,940, respectively (the three months and year ended June 30, 2025 - $345,632 and $1,611,845, respectively). The decrease in share-based compensation for the fiscal year 2026 was a result of forfeitures of stock options and restricted share units ("RSUs") related to departure of a board member. The increase in share-based compensation for the three months and year ended June 30, 2026, was due to higher RSU and options grant prices in recent periods, which resulted in higher amortized expense compared to the lower amortized expense of RSUs and options granted in prior periods. |
Income from investments for the three months and year ended June 30, 2026 were $300,177 and $1,011,463, respectively (the three months and year ended June 30, 2025 – $132,001 and $787,597, respectively). The increase in income from investments for the current periods was a result of: (i) interest income for the three months and year ended June 30, 2026 of $300,177 and $937,453, respectively (three months and year ended June 30, 2025 - $125,424 and $741,190, respectively) earned from cash and cash equivalents; (ii) fair value change on bonds for the three months and year ended June 30, 2026 of $nil and $nil, respectively (the three months and year ended June 30, 2025 - $nil and $49,048, respectively); and (iii) fair value change on equity investments for the three months and year ended June 30, 2026 of $nil and $74,010, respectively (the three months and year ended June 30, 2025 - $6,577 and $(2,641), respectively).
Loss on disposal of plant and equipment for the three months and year ended June 30, 2026 of $nil and $21,431, respectively (the three months and year ended June 30, 2025 – $nil and $nil, respectively). The Company disposed of certain machinery during the current periods for proceeds of $44,000.
Foreign exchange gain for the three months and year ended June 30, 2026 were $300,471 and $772,886, respectively (the three months and year ended June 30, 2025 – $390,465 and $1,408,140 respectively). The Company holds a portion of cash and cash equivalent in USD and Bolivianos (“BOB”) to support its operations in Bolivia. Revaluation of these foreign currency-denominated monetary items to their respective functional currency equivalents resulted in foreign exchange gain for the relevant reporting periods. In addition, in June 2026, the Central Bank of Bolivia transitioned to a floating USD exchange rate, ending its fixed peg regime. The decrease in foreign exchange gain for Q4 Fiscal 2026 compared to Q4 Fiscal 2025 was primarily driven by foreign exchange losses resulting from the devaluation of BOB-denominated assets (from 6.96 to 9.76), partially offset by foreign exchange gains from the appreciation of the USD against the CAD (from 1.3643 to 1.4210). The decrease in foreign exchange gain for Fiscal 2026 was primarily due to a non-recurring $464,256 gain recognized in Fiscal 2025 from the reclassification of cumulative translation adjustments out of accumulated other comprehensive income upon the wind-up of Qinghai Found Mining Co., Ltd. Additionally, annual results were impacted by the devaluation of the BOB, partially offset by realized and unrealized gains from preferred exchange rate on USD-to-BOB conversions at Bolivia banks and the appreciation of the USD against the CAD (from 1.3643 to 1.4210).
| Management’s Discussion and Analysis | Page 13 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Liquidity AND Capital Resources
Cash Flows
Cash used in operating activities for the three months and year ended June 30, 2026 was $609,670 and $3,493,689, respectively (the three months and year ended June 30, 2025 - $651,343 and $3,261,105, 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, 2026 were $1,235,758 and $3,728,153, respectively (the three months and year ended June 30, 2025 – $819,205 and $2,746,096) and were impacted by capital expenditures for mineral properties and equipment on the exploration projects in Bolivia.
Cash provided by financing activities for the three months and year ended June 30, 2026 of $953,778 and $29,003,477, respectively (three months and year ended June 30, 2025 – $2,573 and $6,346, respectively) were composed of (i) net proceeds received from the bought deal financing for the three months and year ended June 30, 2026 of $nil and $27,009,239, respectively (three months and year ended June 30, 2025 - $nil and $nil, respectively); and (ii) cash received from stock option exercises for the three months and year ended June 30, 2026 of $953,778 and $1,994,238, respectively (three months and year ended June 30, 2025 - $2,573 and $6,346, respectively).
Liquidity and Access to Capital
As of June 30, 2026, the Company had working capital of $37,764,071 (June 30, 2025 – $16,166,719), comprised of cash and cash equivalents of $38,565,329 (June 30, 2025 - $16,839,959), and other current assets of $324,539 (June 30, 2025 - $254,210) offset by current liabilities of $1,125,797 (June 30, 2025 - $927,450). Management believes that the Company has sufficient funds to support its normal permitting and operating requirements for at least, but not limited to, the next twelve months.
The Company does not have unlimited resources and its future capital requirements will depend on many factors, including, among others, cash flow from interest, dividends, and realized gains on investments. To the extent that its existing resources and the funds generated by future income are insufficient to fund the Company’s operations, the Company may need to raise additional funds through public or private debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders may be diluted and such equity securities may have rights, preferences or privileges senior to those of the holders of the Company’s common shares. No assurance can be given that additional financing will be available or that, if available, it can be obtained on terms favourable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit or eliminate some or all of its proposed operations. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with continuing reporting requirements.
| Management’s Discussion and Analysis | Page 14 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Use of Proceeds of Prior Financings
On September 29, 2023, the Company successfully closed a bought deal financing which raised net proceeds of $24,446,086. The following table sets out a comparison between the Company’s planned and actual use of these net proceeds as of June 30, 2026.
| SEPTEMBER
29, 2023 BOUGHT DEAL FINANCING | PLANNED
USE OF PROCEEDS | ACTUAL
USE OF PROCEEDS FROM SEPTEMBER 29, 2023 TO JUNE 30, 2026 | VARIANCE | EXPLANATION
OF VARIANCE AND IMPACT ON BUSINESS OBJECTIVE | ||||||||||
| Proceeds | ||||||||||||||
| Offering | $ | 25,888,000 | $ | 25,888,462 | $ | 462 | Actual funds raised was slightly more than planned due to lower than anticipated issuance costs. | |||||||
| Underwriters' Fee | (1,087,000 | ) | (1,016,702 | ) | 70,298 | |||||||||
| Expenses of the Offering | (467,000 | ) | (425,674 | ) | 41,326 | |||||||||
| Net Proceeds | $ | 24,334,000 | $ | 24,446,086 | $ | 112,086 | ||||||||
| USE OF PROCEEDS | ||||||||||||||
| Silver Sand Project | ||||||||||||||
| Geotechnical drilling and metallurgical testwork | $ | 1,294,000 | $ | 86,293 | $ | (1,207,707 | ) | Geotechnical drilling has not started yet. The timing of its commencement depends on the environmental permitting progress. | ||||||
| Advanced studies | 2,330,000 | 959,259 | (1,370,741 | ) | The Silver Sand PFS is completed and filed on August 8, 2024 with all associated cost being paid. The remaining balance is related to the budget of a future Feasibility Study pending the status of permitting progress. | |||||||||
| Permitting and preliminary mine development | 11,908,000 | 44,327 | (11,863,673 | ) | No material spending in permitting since the Company is in the process of negotiation with local communities. Preliminary mine development spending will commence once the Company obtains all necessary permits. | |||||||||
| Subtotal for Silver Sand Project | $ | 15,532,000 | $ | 1,089,879 | $ | (14,442,121 | ) | |||||||
| Carangas Project | ||||||||||||||
| Resource and exploration drilling | $ | 2,071,000 | $ | - | $ | (2,071,000 | ) | The results of the Carangas PEA Technical Report and the Updated Carangas PEA Technical Report encourage further resource and exploration drilling on the project. The exact drilling plan is under planning and is pending on the result of AMC conversion. | ||||||
| Geotechnical drilling and metallurgical testwork | 1,553,000 | 229,552 | (1,323,448 | ) | Geotechnical drilling is under planning and is pending on the result of AMC conversion. Further metallurgical testworks for advanced studies have been planned. | |||||||||
| Advanced studies | 1,036,000 | 719,006 | (316,994 | ) | The Carangas PEA Technical Report is completed and filed by November 2024, with all associated cost being paid. The Updated Carangas PEA Technical report is compelted and filed by Aug 2026. Approximately $300,000 of the unspent amount in this category are related to unpaid expenses related to the Updated Carangas PEA Technical Report. | |||||||||
| Subtotal for Carangas Project | $ | 4,660,000 | $ | 948,558 | $ | (3,711,442 | ) | |||||||
| Corporate | ||||||||||||||
| Operating expense | $ | 4,142,000 | 17,796,694 | 13,654,694 | Planned use of proceeds for operating expense was for an 18 months period while the actual usage covers a 33 months period. The actual usage of proceeds under this category will continue to grow as time elapses. Certain project related costs (e.g., salaries, community relations etc.) that do not fall into any of the listed project categories have been added to operating expense to better reflect the actual use of proceeds. | |||||||||
| TOTAL | $ | 24,334,000 | $ | 19,835,131 | $ | (4,498,869 | ) | |||||||
On October 21, 2025, the Company successfully closed a bought deal financings which raised gross proceeds of $28,823,813. As of June 30, 2026, there has been no actual use of these proceeds incurred yet. The Company will disclose the comparison between the planned and actual use of the net proceeds in subsequent periods.
| Management’s Discussion and Analysis | Page 15 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
FINANCIAL INSTRUMENTS
The Company manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and equity price risk in accordance with its risk management framework. The Board has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.
| (a) | Fair Value |
The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of inputs used in making the measurements as defined in IFRS 13 – Fair Value Measurement (“IFRS 13”).
Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs which are supported by little or no market activity.
The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at June 30, 2026 and June 30, 2025 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, 2026 | ||||||||||||||||
| Recurring measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Cash and cash equivalent | $ | 38,565,329 | $ | - | $ | - | $ | 38,565,329 | ||||||||
| Equity investments | - | - | - | - | ||||||||||||
| Fair value as at June 30, 2025 | ||||||||||||||||
| Recurring measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Cash and cash equivalent | $ | 16,839,959 | $ | - | $ | - | $ | 16,839,959 | ||||||||
| Equity investments | 54,020 | - | - | 54,020 | ||||||||||||
Fair value of other financial instruments excluded from the table above approximates their carrying amount as of June 30, 2026, and June 30, 2025, 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 period ended June 30, 2026.
| (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, 2026, the Company had a working capital position of $37,764,071 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.
| Management’s Discussion and Analysis | Page 16 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
In the normal course of business, the Company may enter into contracts that give rise to commitments for future minimum payments. The following summarizes the remaining contractual maturities of the Company’s financial liabilities:
| June 30, 2026 | June 30, 2025 | |||||||||||
| Due within a year | Total | Total | ||||||||||
| Accounts payable and accrued liabilities | $ | 936,142 | $ | 936,142 | $ | 835,763 | ||||||
| Due to a related party | 189,655 | 189,655 | 91,687 | |||||||||
| $ | 1,125,797 | $ | 1,125,797 | $ | 927,450 | |||||||
(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 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, 2026 | June 30, 2025 | ||||||
| United States dollars | $ | 626,576 | $ | 650,984 | ||||
| Bolivianos | 1,728,490 | 1,024,674 | ||||||
| Total | $ | 2,355,066 | $ | 1,675,658 | ||||
| Financial liabilities denominated in foreign currencies other than relevant functional currency | ||||||||
| United States dollars | $ | 220,948 | $ | 133,275 | ||||
| Bolivianos | 465,379 | 459,472 | ||||||
| Total | $ | 686,327 | $ | 592,747 |
As at June 30, 2026, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $4,056.
As at June 30, 2026, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $12,631.
(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, 2026. 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.
| Management’s Discussion and Analysis | Page 17 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
(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. As at June 30, 2026, the Company had a receivables balance of $81,209 (June 30, 2025 - $21,467).
(f) Equity Price Risk
The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at June 30, 2026, 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 $nil (June 30, 2025 - $5,400).
Related party transactions
Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere in this MD&A are as follows:
| Due to a related party | June 30, 2026 | June 30, 2025 | ||||||
| Silvercorp Metals Inc. | $ | 189,655 | $ | 91,687 | ||||
(a) Silvercorp Metals Inc. (“Silvercorp”) has one director (Paul Simpson) and one officer (Jonathan Hoyles as Corporate Secretary) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the year ended June 30, 2026 were $767,857 (year ended June 30, 2025 - $801,406).
| Management’s Discussion and Analysis | Page 18 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
(b) Compensation of key management personnel
The remuneration of directors and other members of key management personnel for the year ended June 30, 2026 and 2025 are as follows:
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Director's cash compensation | $ | 86,831 | $ | 64,498 | ||||
| Director's share-based compensation | 428,317 | 536,417 | ||||||
| Key management's cash compensation | 838,760 | 647,676 | ||||||
| Key management's share-based compensation | 678,528 | 525,454 | ||||||
| $ | 2,032,436 | $ | 1,774,045 | |||||
Other than as disclosed above, the Company does not have any ongoing contractual or other commitments resulting from transactions with related parties.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet financial arrangements.
Proposed Transactions
As at the date of this MD&A, there are no proposed acquisitions or disposals of assets or business, other than those in the ordinary course of business, approved by the Board.
CRITICAL accounting policies and estimates
The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s accounting policies and estimates are described in Note 2 of the consolidated financial statements for the year ended June 30, 2026.
Outstanding Share Data
As at the date of this MD&A, the following securities were outstanding:
| (a) | Share Capital |
| · | Authorized – unlimited number of common shares without par value. |
| · | Issued and outstanding – 185,591,894 common shares with a recorded value of $216 million. |
| · | Shares subject to escrow or pooling agreements – nil. |
| Management’s Discussion and Analysis | Page 19 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| (b) | Options |
The outstanding options as at the date of this MD&A are summarized as follows:
| Options Outstanding | Exercise Price CAD$ | Expiry Date | ||||||
| 103,000 | 3.33 | February 4, 2027 | ||||||
| 5,000 | 3.89 | February 22, 2027 | ||||||
| 733,000 | 4.00 | June 6, 2027 | ||||||
| 587,000 | 3.42 | January 19, 2028 | ||||||
| 20,000 | 3.67 | January 24, 2028 | ||||||
| 725,501 | 2.10 | January 16, 2029 | ||||||
| 1,086,166 | 1.58 | Feburary 12, 2030 | ||||||
| 379,832 | 4.67 | Feburary 18, 2031 | ||||||
| 3,639,499 | $ | 2.85 | ||||||
| (c) | RSUs |
The outstanding RSUs as at the date of this MD&A are summarized as follows:
| RSUs Outstanding | Weighted average grant date closing price per share (CAD$) | |||||
| 1,472,495 | $ | 3.17 | ||||
Risk Factors
The Company is subject to various business, financial and operational risks that could materially adversely affect the Company’s future business, operations and financial condition. These risks could cause such future business, operations and financial condition to differ materially from the forward-looking statements and information contained in this MD&A and as described in the Cautionary Note Regarding Forward-Looking Information found in this MD&A. Certain of these risks, and additional risk and uncertainties, are described below, and are more fully described in the Company’s most recently filed annual information form (the “AIF”) and other public filings which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition, please refer to the “Financial Instruments” section of this MD&A for an analysis of financial risk factors.
Political and Economic Risks in Bolivia
The Company’s projects are located in Bolivia and, therefore, the Company’s current and future mineral exploration and mining activities are exposed to various levels of political, economic, and other risks and uncertainties. There has been a significant level of political and social unrest in Bolivia in recent years resulting from a number of factors, including Bolivia’s history of political and economic instability under a variety of governments and high rate of unemployment.
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.
| Management’s Discussion and Analysis | Page 20 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
The Company’s operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries. In addition, operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and safety factors.
The MPC remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict any new government’s positions on foreign investment, mining concessions, land tenure, environmental regulations, community relations, taxation or otherwise.
Illegal, Artisanal and Small-Scale Mining
Illegal ASMs are present in Bolivia and a few ASMs have operated on the Silver Sand Project between 2023 and June 2025. Illegal ASMs’ activities present significant risks to the Company’s operations, including the potential for disruptions, property damage, environmental degradation, and personal injuries, for which the Company could be held responsible. Illegal ASMs can also lead to road blockages, delays, and disputes over access to and development of the Company’s mining projects, and such actions have limited the Company’s ability to carry out certain activities at the Silver Sand Project. The Company, with the assistance of local communities, government authorities and external consultants, has taken measures to reduce the prevalence of the illegal ASMs.
Notwithstanding the Company’s efforts to eliminate illegal ASMs activities, the Company also recognizes the importance of legal Co-Ops near the Silver Sand Project that do not encroach on our mineral rights and is establishing a framework to coexist with these non-encroaching Co-Ops. These non-encroaching Co-Ops are important to the region’s economic and political landscape and the Company is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized.
Community Relations and Social Licence to Operate
Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities and there are risks associated with the Company failing to acquire and subsequently maintain a “social licence” to operate on its mineral properties. “Social licence” does not refer to a specific permit or licence, but rather is a broad term used to describe community acceptance of a company’s plans and activities related to exploration, development or operations on its mineral projects.
| Management’s Discussion and Analysis | Page 21 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
The Company places a high priority on, and dedicates considerable efforts and resources toward, its community relationships and responsibilities. Despite its best efforts, there are factors that may affect the Company’s efforts to establish and maintain social licence at any of its projects, including national or local changes in sentiment toward mining, evolving social concerns, changing economic conditions and challenges, and the influence of third-party opposition toward mining on local support. There can be no guarantee that social licence can be earned by the Company or if established, that social licence can be maintained in the long term, and without strong community support the ability to secure necessary permits, obtain project financing, and/or move a project into development or operation may be compromised or precluded. Delays in projects attributable to a lack of community support or other community-related disruptions or delays can translate directly into a decrease in the value of a project or into an inability to bring the project to, or maintain, production. The cost of measures and other issues relating to the sustainable development of mining operations may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), legal suits, regulatory intervention and investor withdrawal.
Acquisition and Maintenance of Permits and Governmental Approvals
Exploration and development of, and production from, any deposit at the Company’s mineral projects require permits from various government authorities. There can be no assurance that any required permits will be obtained in a timely manner or at all, or that they will be obtained on reasonable terms. Delays or failure to obtain, expiry of, or a failure to comply with the terms of such permits could prohibit development of the Company’s mineral projects and have a material adverse impact on the Company.
While the Company believes the contractual relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike Project and the Carangas Project are legally compliant with Bolivian laws related to the Frontier Areas, there is no assurance that the Company’s Bolivian partner will be successful in obtaining approval of the AJAM to convert the exploration licenses to AMCs in the case of Carangas Project, or that even if approved, that such contractual relationship and structure will not be challenged by other Bolivian organizations or communities.
The Company’s current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be 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.
| Management’s Discussion and Analysis | Page 22 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
At the Carangas Project, permitting progress remains contingent on community consent and broader political support, including national recognition of the Carangas Project’s proposed “State of Necessity” designation and approval of the AMC application. However, there is no assurance that these efforts will be successful or that legislative or administrative processes will progress in a timely manner. Delays related to community engagement, evolving political dynamics, or lack of national-level support may adversely affect the Company’s ability to obtain necessary permits and move forward with development activities.
Parties engaged in mining operations may be required to compensate those impacted by mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company’s operations and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in the development of new mining properties.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that material information related to the Company is gathered and reported to senior management, including the CEO and the 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 National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings 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, 2026, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) are effective.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
| (a) | Internal Control over Financial Reporting |
Management of the Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting and used the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate, with the participation of the CEO and CFO, the effectiveness of the Company’s internal controls. The Company’s internal control over financial reporting includes:
| · | maintaining records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| · | providing reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles; |
| · | providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and |
| Management’s Discussion and Analysis | Page 23 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
| · | providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis. |
Based on this evaluation, management concluded that as of June 30, 2026, 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, 2026.
| (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, 2026 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.
| Management’s Discussion and Analysis | Page 24 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
CAUTIONARY NOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT
The results of the Updated Carangas PEA Technical Report are preliminary in nature and are intended to provide an initial assessment of the Carangas Project’s economic potential and development options. The Updated Carangas PEA Technical Report mine schedule and economic assessment includes numerous assumptions and is based on both Indicated and Inferred Mineral Resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessments described herein will be achieved or that the Updated Carangas PEA Technical Report results will be realized. The estimate of Mineral Resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Bolivia has recently experienced significant social unrest, including protests and blockades that led to a government-declared state of emergency. The Company’s projects have also previously been affected by illegal artisanal and small-scale mining activity, which resulted in disruption to operations. Such political and social instability could adversely affect the assumptions underlying the Updated Carangas PEA Technical Report, including anticipated permitting timelines, construction schedules, and operating costs. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the Inferred Mineral Resources to be considered in future advanced studies. The pit design for the deeper gold zone requires mining of waste (waste stripping) on Mining Concessions in the southern portion of the planned open pit that do not belong to the Company. These concessions include approximately 1.85% of the mineral resources that have been included in the economic analysis for the Updated Carangas PEA Technical Report. These Concessions are held by the state of Bolivia and are not currently available for tenure. Although the Company is actively working with the Bolivian government to obtain them, there is no certainty that such concessions will be obtained or that a mining agreement will be entered into on acceptable terms. Failure to obtain such concessions, or to enter into a mining agreement on them, could cause the Company to reevaluate the pit design and the outcome of the Updated Carangas PEA Technical Report. Ausenco (Processing Plant, Infrastructure, Tailings, Water Management, Environment, Cost Estimate) was contracted to prepare the Updated Carangas PEA Technical Report in cooperation with SLR Canada (minerals resources), Moose Mountain Technical Services (mining), and JJ Metallurgical Services (Metallurgy). The qualified persons for the Updated Carangas PEA Technical Report are Mr. Anderson Candido, FAusIMM, Principal Geologist with SLR, Mr. Jinxing Ji, P.Eng., Metallurgist with JJ Metallurgical Services, Mr. Kevin Murray, P.Eng., Principle Process Engineer with Ausenco, Mr. Scott Elfen, PE, SME, and Global Technical Lead (Geotechnical) with Ausenco, Mr. James Millard, P. Geo., Director, Strategic Projects with Ausenco, and Mr. Marc Schulte, P.Eng., Mining Engineer with Moose Mountain Technical Services. All qualified persons for the Updated Carangas PEA Technical Report have reviewed and verified the disclosure of the Updated Carangas PEA Technical Report herein. The mineral resource estimate contained in the Updated Carangas PEA Technical Report is based on the Carangas MRE with an effective date of August 25, 2023, with a re-statement on March 31, 2026. Mineral Resources are constrained by an optimized pit shell at a metal price of $41.00/oz Ag, $3,300.00/oz Au, $1.00/lb Pb, $1.30/lb Zn, $4.00/lb Cu, recovery of 81.6% Ag, 93.4% Au, 73.4% Pb, 66.9% Zn, 38.7% Cu and Cut-off grade of 30 g/t AgEq. Assumptions made to derive a cut-off grade included mining costs, processing costs, and recoveries were obtained from comparable industry situations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical facts relating to the Company, certain information contained herein constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “goals”, “forecast”, “budget”, “potential” or variations thereof and other similar words, or statements that certain events or conditions “may”, “could”, “would”, “might”, “will” or “can” occur. Forward-looking statements include, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; community engagement and consultation activities; estimates of inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects; the assumptions and projections contained in the Silver Sand PFS Technical Report; the assumptions and projections contained in the Updated Carangas PEA Technical Report; the advancement of environmental review and permitting processes; timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capital expenditures; success of exploration activities; government regulation of mining operations, environmental risks; and the sufficiency of funds to support the Company’s normal exploration, development and operating requirements on an ongoing basis.
| Management’s Discussion and Analysis | Page 25 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Forward-looking statements are based on a number of estimates, assumptions, beliefs, expectations and opinions of management on the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include fluctuating equity prices, bond prices and commodity prices; calculation of resources, reserves and mineralization; general economic conditions; foreign exchange risks; interest rate risk; foreign investment risk; loss of key personnel; conflicts of interest; dependence on management; uncertainties relating to the availability and costs of financing needed in the future; environmental risks; operations and political conditions; the regulatory environment in Bolivia and Canada; risks associated with community relations and corporate social responsibility; and other factors described in this MD&A, under the heading “Risk Factors”, in the AIF and its other public filings. The foregoing is not an exhaustive list of the factors that may affect any of the Company’s forward-looking statements or information.
The forward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this MD&A that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and opinions include, but are not limited to, those related to the Company’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits, including the ratification and approval of the MPC with COMIBOL by the Plurinational Legislative Assembly of Bolivia; the ability of the Company’s Bolivian partner to convert the exploration licenses at the Carangas Project to AMC; the ability of the Company to obtain national recognition of the Carangas Project’s proposed “State of Necessity” designation; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.
Although the forward-looking statements contained in this MD&A are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this MD&A are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on such statements. Other than specifically required by applicable laws, the Company is under no obligation and expressly disclaims any such obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. These forward-looking statements are made as of the date of this MD&A.
| Management’s Discussion and Analysis | Page 26 |
NEW PACIFIC METALS CORP.
Management’s Discussion and Analysis
For the year ended June 30, 2026
(Expressed in United States dollars, unless otherwise stated)
Cautionary note TO United States INVESTORS
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ from the requirements of United States securities laws. All mining terms used herein but not otherwise defined have the meanings set forth in NI 43-101. Unless otherwise indicated, the technical and scientific disclosure herein has been prepared in accordance with NI 43-101, which differs from the requirements adopted by the United States Securities and Exchange Commission.
Accordingly, information contained in this MD&A containing descriptions of the Company’s mineral deposits and any estimates of mineral reserves and mineral resources may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of United States federal securities laws and the rules and regulations thereunder.
Additional information relating to the Company, including the AIF, can be obtained under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.
| Management’s Discussion and Analysis | Page 27 |
Exhibit 99.3
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Jalen Yuan, 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, 2026. |
| 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 weakness relating to design: N/A. |
1
| 5.3 | Limitation on scope of design: N/A. |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| (a) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| (b) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| (i) | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| (ii) | N/A. |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on June 30, 2026 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 fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
Date: September 3, 2026
| /s/ “Jalen Yuan” | |
| Jalen Yuan | |
| Chief Executive Officer |
2
Exhibit 99.4
Form 52-109F1
Certification of Annual Filings
Full Certificate
I, Chester Xie, 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, 2026. |
| 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 weakness relating to design: N/A. |
1
| 5.3 | Limitation on scope of design: N/A. |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| (a) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| (b) | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| (i) | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| (ii) | N/A. |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on June 30, 2026 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 fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
Date: September 3, 2026
| /s/ “ Chester Xie” | |
| Chester Xie | |
| Chief Financial Officer |
2
Exhibit 99.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-290324 on Form F-10 of our report dated September 3, 2026, relating to the financial statements of New Pacific Metals Corp. appearing in this Current Report on Form 6-K dated September 3, 2026
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
September 3, 2026
Exhibit 99.6
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
| /s/ Anderson G. Candido | |
| Anderson G. Candido, FAusIMM | |
| September 3, 2026 |
Exhibit 99.7
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, 2026 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. 333-290324). This consent extends to any amendments to the Form F-10, including post-effective amendments.
| /s/ Alex Zhang | |
| Alex Zhang, P.Geo. | |
| September 3, 2026 |
Exhibit 99.8
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
| /s/ Jinxing Ji | |
| Jinxing Ji, P.Eng. | |
| September 3, 2026 |
Exhibit 99.9
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
Sections responsible for in the Carangas Project Technical Report: 1.18, 2.4.6, 3.2, 12.4, 20, 25.13, 25.17.2.9, 25.17.3.7, 26.7.3, 26.8, and 27.
| /s/ James Millard | |
| James Millard, P.Geo. | |
| September 3, 2026 |
Exhibit 99.10
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
Sections responsible for in the Carangas Project Technical Report: 1.1–1.2, 1.15, 1.16.1, 1.17, 1.19, 1.20, 1.21, 2.1–2.3, 2.4.5, 2.5-2.7, 3.1, 17, 18.1–18.3, 18.7–18.8, 18.10, 19, 21.1, 21.2.1–21.2.2, 21.2.4–21.2.10, 21.3.1–21.3.2, 21.3.4–21.3.7, 22, 23, 24, 25.1, 25.10–25.12, 25.14–25.16, 25.17.1, 25.17.2.7–25.17.2.8.1, 25.17.3.6, 26.1, 26.6, 26.7.5, and 27.
| /s/ Kevin Murray | |
| Kevin Murray, P.Eng. | |
| September 3, 2026 |
Exhibit 99.11
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
| /s/ Marc Schulte | |
| Marc Schulte, P.Eng. | |
| September 3, 2026 |
Exhibit 99.12
CONSENT OF EXPERT
Reference is made to the Current Report on Form 6-K of New Pacific Metals Corp. (the “Company”) dated September 3, 2026, and any amendments thereto (the “6-K”), to be filed with the United States Securities and Exchange Commission (the “SEC”), and the Management’s Discussion and Analysis (the “MD&A”) for the year ended June 30, 2026, which is filed as an exhibit to the 6-K, and the Registration Statement on Form F-10 (Registration No. 333-290324) of the Company filed with the SEC (the “Registration Statement”).
I hereby consent to the use of my name and references to, excerpts from, and incorporation by reference and/or summaries of the following report:
Technical Report titled “Carangas Project NI 43-101 Technical Report and Preliminary Economic Assessment” with an effective date of July 16, 2026,
and all other references to me, in the MD&A and the Registration Statement.
Sections responsible for in the Carangas Project Technical Report: 1.16.2, 2.4.2, 12.3, 18.4, 18.5, 18.6, 18.9,
25.17.2.8.2, 26.5.2, 26.7.1-26.7.2, 26.7.4 and 27
| /s/ Scott C. Elfen | |
| Scott C. Elfen, P.Eng. | |
| September 3, 2026 |