QZMRF 6-K
Quartz Mountain Resources Ltd (QZMRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
As at December 19, 2025
Commission File Number:
| QUARTZ MOUNTAIN RESOURCES LTD. |
| (Translation of registrant's name into English) |
14th Floor – 1040 W. Georgia Street Vancouver, British Columbia Canada V6E 4H1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SUBMITTED HEREWITH
Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Quartz Mountain Resources Ltd. | |||
| Date: December 19, 2025 | By: | /s/ Sebastian Tang | |
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| Sebastian Tang | |
| Chief Financial Officer | |||
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EXHIBIT 99.1
QUARTZ MOUNTAIN RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE MONTHS ENDED OCTOBER 31, 2025
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
T A B L E O F C O N T E N T S
| 1.1 | Date |
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| 1.2 | Overview |
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| 1.3 | Selected Annual Information |
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| 1.4 | Summary of Quarterly Results |
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| 1.5 | Results of Operations and Financial Condition |
| 25 |
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| 1.6 | Liquidity |
| 26 |
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| 1.7 | Capital Resources |
| 27 |
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| 1.8 | Off-Balance Sheet Arrangements |
| 27 |
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| 1.9 | Transactions with Related Parties |
| 28 |
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| 1.10 | Fourth Quarter |
| 28 |
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| 1.11 | Proposed Transactions |
| 28 |
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| 1.12 | Critical Accounting Estimates |
| 29 |
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| 1.13 | Changes in Accounting Policies including Initial Adoption |
| 29 |
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| 1.14 | Financial Instruments and Risk Management |
| 29 |
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| 1.15 | Other MD&A Requirements |
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| 1.16 | Risk Factors |
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.1 Date
This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements of Quartz Mountain Resources Ltd. ("Quartz Mountain" or the "Company") for the year ended July 31, 2025 and the unaudited interim condensed financial statements for the three months ended October 31, 2025, as publicly filed under the Company’s profile on Sedarplus at www.sedarplus.ca. All dollar amounts herein are expressed in Canadian dollars, unless otherwise specified.
The Company reports in accordance with International Financial Reporting Standards ("IFRS") and the following disclosure, and associated financial statements, are presented in accordance with IFRS. All comparative information provided is in accordance with IFRS.
This MD&A is prepared as of December 18, 2025.
Cautionary Note to Investors Concerning Forward-looking Statements
This discussion includes certain statements that may be deemed "forward-looking statements.” All statements in this disclosure, other than statements of historical facts, that address permitting, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company to develop forward-looking statements include the following: the Company’s projects will obtain all required environmental and other permits and all land use and other licenses, and no geological or technical problems will occur. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and exploitation successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition or litigation, exploration and development of properties located within First Nations treaty and asserted territories may affect or be perceived to affect treaty and asserted aboriginal rights and title, which may cause permitting delays or opposition by First Nation communities, changes in laws and government policies regarding mining and natural resource exploration and exploitation, continued ability of the Company to raise necessary capital, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company reviews its forward-looking statements on an on-going basis and updates this information when circumstances require it.
1.2 Overview
The information included in this MD&A relates to Quartz Mountain Resources Ltd. and its wholly owned subsidiaries which were dissolved on March 2, 2023 (collectively, the “Company”).
The Company focuses on assessing mineral prospects for potential acquisition and exploration in British Columbia, Canada. The Company has acquired three mineral properties.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Other Corporate Information
The Board of Directors consists of the following members: Albert (AI) Basile, Robert Dickinson (Chairman), Trevor Thomas, Matthew Dickinson, and Michael Clark. Management is comprised of Trevor Thomas (Chief Executive Officer and Corporate Secretary) and Sebastian Tang (CFO).
The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
The Company’s head office is located at 1040 West Georgia Street, 14th Floor, Vancouver, British Columbia, Canada V6E 4H1.
The Company’s common shares are listed for trading on the TSX Venture Exchange under the symbol QZM and in the United States the Company’s common shares are listed on the OTCQB market under the symbol QZMRF.
1.2.1 Mineral Properties
The following information has been summarized from company files. The disclosure has been reviewed by Farshad Shirmohammad, P.Geo., a Qualified Person, who is not independent of the Company.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Quartz Mountain currently holds the Jake and Maestro properties located in BC, Canada as shown on the map below.
BC Location Map for Company’s Jake and Maestro Properties (None of the mines or other projects shown on the map belongs to Quartz Mountain).
Jake Property
Property Description
On November 5, 2021, the Company entered into a mineral claims purchase agreement with United Mineral Services Ltd. (“UMS”) to acquire 100% interest in the Jake mineral property consisting of four staked claims (the “Jake Property”) and obtained an additional option to purchase 100% of five adjacent claims owned by Electrum Resource Corporation (“Electrum”), an arm’s length third party.
The Property consists of a block of 14 contiguous mineral claims that cover an area of approximately 6,731 ha. 12 primary mineral claims within the Jake claim block currently have Good To Date (Expiry Date) of December 31, 2034; two recently staked mineral claims (JTC1 and JTC2) have Good To Date of April 30, 2027. All claims’ information are listed in the Table below.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
UMS is a private company owned by Robert Dickinson, a controlling shareholder of Quartz Mountain and a non-arm’s-length vendor.
Jake Property Claims Map.
The total cash consideration that the Company was required to pay UMS was $200,000, according to the following schedule: $50,000 immediately on the date of receipt of TSX Venture Exchange conditional approval of this transaction (“TSX-V Approval Date”); $50,000 on or before the date that is six months after the TSX-V Approval Date; $50,000 on or before the date that is twelve months after the TSX-V Approval Date and $50,000 on or before the date that is eighteen months after the TSX-V Approval Date.
The Company was also required to make payments of $125,000 to Electrum in connection with the acquisition of Jake Property. In May 2022, the Company obtained the TSX Venture Exchange approval for this acquisition.
During the year ended July 31, 2023, the Company made all cash payments required and earned 100% interest in Jake Property.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
The five mineral claims previously owned by Electrum are subject to a 2% net smelter return royalty which is capped at $3 million.
Jake Property Claims List.
Location and Access
The Jake Property is located 160 km north of Smithers in northwestern BC. Smithers is a hub location for BC Provincial Government services.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
The Property, currently only accessible by helicopter, is situated about 14 km southwest of the Valhalla and Suskeena Lodges, located on the Sustut River.
Access, Infrastructures, and Other Mine & Development Projects in the Region.
History
Mineral exploration work on the Jake Property dates back to 1965 and includes mapping, sampling, geophysics, trenching, backpack and diamond drilling, and road building. To date, two deposit target areas – Jake North and Jake South – have been identified. Noteworthy historical exploration work includes:
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| · | Kennco Exploration (Western) Ltd. (1965): two backpack drill holes totaling 55 m at Jake South. |
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| · | Canadian Superior Exploration Ltd. (1968, 1971-1976): 12 diamond drill holes totaling 1,207 m at Jake North. |
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| · | Cities Services Minerals Corporation (1977): two diamond drill holes totaling 436 m at Jake North, intersected grades of 0.19% Cu and 13-27.43 g/t Ag over 40 m. |
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| · | QPX Minerals Inc. (1987): geological mapping and extensive property wide soil sampling confirmed copper, gold, molybdenum, silver, lead, zinc mineralization at Jake North and Jake South. |
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| · | Teck Corporation (1997-1999): six diamond drill holes totaling 696 m at Jake North, intersecting high-grade silver and gold veins and copper-gold stockworks near intrusive/sediment contacts. |
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
In the period 2016 through 2020, UMS conducted an aerial magnetic survey and reinterpreted historical geochemical data over the entire Property and conducted geological mapping and sampling over Jake South.
The magnetic target survey was flown at 200 m line spacing and provides excellent detail for interpreting the property geology. Results from the survey show several large magnetic highs, one associated with Cu+Au mineralization intersected in 1999 core drilling at Jake North by Teck Corporation (“Teck”).
At the request of Quartz Mountain Resources Ltd., a Report on the Jake Property was prepared by Charles J. Greig (C.J. Greig & Associates Ltd.) and published in 2022 (“2022 report”), by Charles J. Greig, P.Geo., who conducted an independent evaluation of the Jake Property, which included a site inspection in October 2021.
The 2022 report concluded that “the Jake Property has been shown to host broad areas of alteration and precious and base metals mineralization characteristic of Cu + Au porphyry-type, as well as low-sulphidation epithermal type and Ag-rich polymetallic vein systems”. Further phased exploration programs, comprising geological mapping, geochemical sampling, IP surveys, and diamond drilling was recommended by the author.
The Company completed approximately 8.5 line-km of Induced Polarization (“IP”) survey on Jake’s high-priority targets during in 2022 and has received government approval for a total of 50 core drilling sites, to be developed within the next five years. Positive IP survey results, indicating the presence of a large-scale, near surface sulphide system, open and expanding to depth, were obtained from surveying the Jake porphyry Cu-Au target area.
In 1973 and 1999, historical drill holes, of which the most westerly ones (73-3 and 99-04) ended in porphyry Cu-Au style mineralization, were drilled shallow and outboard from the newly established targets. The Company completed 7 holes totalling 3,418 meters in 2024.
Geology
The geology of Jake consists of Upper Jurassic Bowser Lake Group sedimentary rocks that are intersected by a series of north to northeast-trending monzonite dykes of the Tertiary Babine Plutonic Suite. Mineralization at the Jake Property is situated within a prominent gossan measuring 3.75 km long by 1.5 km wide.
Within the gossan is a series of north-northeast trending dyke swarms that intrude into sedimentary rocks. The combination of results from historical and recent work has outlined a broadly altered and mineralized area comprising porphyry-style sulphide disseminations, and quartz-sulphide stockwork veins hosting Cu-Au±Mo mineralization.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Positive IP survey results, indicating the presence of a large-scale, near surface sulphide system, open and expanding to depth, were obtained from surveying the Jake North porphyry Cu-Au target area. In 1973 and 1999, historical drill holes, of which the most westerly ones (73-3 and 99-04) ended in porphyry Cu-Au style mineralization, were drilled shallow and outboard from the newly established targets.
Pronounced Jake Gossan Indicates the Presence of a Large Mineral System.
Recent Work
On January 14, 2025, the Company announced the results of a seven-hole, 3,418-meter scout core drilling program, and the discovery of a new copper-gold silver porphyry system.
Drill holes JK24-01 to JK24-04, and JK24-06 were drilled on an angle to vector into the vicinity of a possible concealed copper-gold porphyry system, along with testing epithermal mineralization potentially related to a porphyry centre. Both drillholes JK24-05 and JK24-07 were drilled at a subvertical orientation testing the potential for a concealed copper-gold porphyry system in the centre of concentrically zoned alteration and mineralization.
The discovery of a new copper-gold porphyry system at Jake was highlighted by drill hole JK24-05, shown in the table below:
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Notes to the table:
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| 1. | Widths reported are drill widths, such that true thicknesses are unknown. |
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| 2. | All assay intervals represent length-weighted averages. |
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| 3. | Some figures may not sum exactly due to rounding. |
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| 4. | Copper equivalent (CuEQ) calculations use metal process prices of: Cu US$4.00/lb, Au US$2000/oz., Ag US$25/oz, and Mo US$15.00/lb, and conceptual recoveries of: Cu 85%, Au 75%, Ag 70% and Mo 82%. Conversion of metals to an equivalent copper grade based on these metal prices is relative to the copper price per unit mass factored by conceptual recoveries for those metals normalized to the conceptualized copper recovery. The metal equivalencies for each metal are added to the copper grade. The general formula for this is: CuEQ% = Cu% + ((Au g/t \* (Au recovery / Cu recovery) \* (Au $ per oz./31.1034768 / Cu $ per lb. \* 22.04623)) + ((Ag g/t \* (Ag recovery / Cu recovery) \* (Ag $ per oz./ 31.1034768 / Cu $ per lb. \* 22.04623)) + ((Mo% \* (Mo recovery / Cu recovery) \* (Mo $ per lb.) / Cu $ per lb.)). |
Based on its successful drilling program, Quartz has also acquired a 100% interest in mineral claims capturing an entire new potential BC porphyry copper-gold district surrounding the Jake discovery
Jake Property Targets.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Maestro Property
Property Description
On June 8, 2021, the Company entered into a mineral claims purchase agreement with a third-party vendor to purchase a 100% interest in the nine mineral claims located near Houston, British Columbia. In connection with the acquisition of the Maestro Property, the Company paid $105,000 in cash and issued 1,000,000 common shares of the Company (valued at $210,000).
These claims are subject to a 2.5% NSR which can be bought down to 1.5% for $1.5 million, and this NSR is subject to an annual advance payment of $25,000. There are no required work commitments for these claims as this transaction is a purchase of the mineral claims and not an option.
Another claim was purchased outright from another third-party vendor by the Company for $2,000.
On March 19, 2024, the Company announced it has agreed under two separate transactions, to purchase a 100% interest in each of the Lone Pine Claim (Tenure Number 1106400) and the North Claim (Tenure Number 1047568) (the “Acquisitions”). These two mineral claims total 169 hectares and are located within the Company’s 100% owned Maestro Property located 15km north of the town of Houston, British Columbia.
The Lone Pine mineral claim was purchased from Eagle Plains Resources Ltd., an arms-length vendor, for 750,000 common shares of the Company and a 2% NSR royalty, of which 1.5% can be purchased at any time by payment of $5 million. The shares are subject to a 24-month contractual resale restriction and a further right for the Company to arrange purchasers of the shares in the case of resales after that period. The Lone Pine transaction has been approved by TSX Venture Exchange and closed with the 750,000 common shares of the Company issued on March 20, 2024.
The NORTH mineral claim was purchased from Shawn Merkley, an arms-length vendor, for $24,000, 45,000 common shares of the Company, and a 2% NSR royalty which can be purchased at any time by a payment of $2 million. The transaction has been approved by TSX Venture Exchange and the cash and common shares were settled in three equal installments ($8,000 and 15,000 common shares) over two years with the first installment due upon closing ($8,000 cash payment was paid and 15,000 common shares were issued on March 22, 2024). On March 6, 2025, the cash payments of $16,000 for the second and third instalment were paid and 30,000 common shares were issued on March 12, 2025.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
The Maestro Property consists of a block of 13 contiguous mineral claims. The 13 claims that comprise the Maestro Property cover an area of 2,309.4 ha. All claims are 100% owned by the Company and they are all in good standing.
Maestro Property Claims Map.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Maestro Property Claims List.
Location and Infrastructure
The Maestro Property is located in central British Columbia, 15 km north of Houston and 50 km south of Smithers. Highway 16 intersects the western edge of the Property, enabling easy access to nearby infrastructure including airports, railways, and power. The central region of the Property is accessible by numerous drill roads constructed by past operators.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Maestro Property location, access, and infrastructures.
History
The Maestro Property and surrounding area has over 100 years of mineral exploration history dating back to 1914; however, work has only been accurately recorded from the 1960’s onwards and includes mapping, sampling, geophysics, trenching, percussion, and diamond drilling. Most of this work in and surrounding the Property focused on porphyry Mo±Cu mineralization for the Lone Pine Molybdenum Deposit, which lies internal to the Maestro claims. Because of the focus on the Lone Pine porphyry, the precious metal potential of the surrounding area has not been systematically explored.
Notable historical drilling includes:
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| · | Molymines Exploration Ltd. (1965-1969): 128 percussion and diamond drill holes totaling 6,381 m at the Lone Pine Deposit and, to a lesser extent, the Prodigy Zone. |
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| · | Granby Mining Corp. (1976-1978): 22 drill holes totaling 2,160 m at the Prodigy Zone, Granby Zone, and Mineral Hill Zone. |
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| · | Dafrey Resources Inc. (1985): 12 percussions drill holes at the Lone Pine Deposit and the Prodigy Zone. |
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
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| · | Southern Cross Gold (1987): Eight diamond drill holes totaling 521 m at the Lone Pine Deposit and the Prodigy Zone. |
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| · | Bard Ventures Ltd. (2007-2011): 77 diamond drill holes totaling 35,334 m at the Lone Pine Deposit, Prodigy Zone, Granby Zone, and Mineral Hill Zone. |
Geology
The geology of Maestro consists mainly of Lower to Middle Jurassic volcanic and volcaniclastic rocks from the Hazelton Group and, to a lesser amount, Upper Jurassic sedimentary rocks from the Bowser Lake Group. Both Groups are intruded by stocks and dikes belonging to the Late Cretaceous Bulkley and Tertiary Goosly suites. The Maestro Property covers three known precious and base metal mineralized zones, named Prodigy, Granby and Mineral Hill. These zones are outbound of the Lone Pine Molybdenum Deposit which is internal to the property.
Maestro Property 1st Vertical Derivative of Total Magnetic Intensity
During October 2021, the Company contracted Hardline Exploration Corp. (“HEC”) of Smithers, BC, to conduct a geochemical soil-sampling program on the Company’s 100%-owned Maestro Property. The 614-sample geochemical soil survey (100m x 100m grid) was implemented based on the extensive review and compilation of historical data and covered all three mineralized zones within the Maestro Property.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Area Covered by Grid Soil Sampling (dashed outline).
Analyses of 614 grid-based soil samples collected on the Maestro Property delineated several base metal and pathfinder element anomalies. Geochemical modeling of the soil sample results, and historical drill data shows distinctive metal zonation, indicative of a potentially large hydrothermal mineralizing system.
In 2023, Equity Exploration Consultants Ltd. was contracted by Quartz to conduct a detailed stream sediment sampling program, and reconnaissance surface mapping and prospecting review of key prospects at the Maestro project. The contemplated work was completed within the budget and timeframe; 53 silt samples and 12 rock samples were collected from prospective areas and were shipped to ALS Global in North Vancouver for geochemical analysis.
Reviewing the results showed that the Maestro property boasts indications for numerous robust mineral systems. The geochemical footprint of the Prodigy, Lone Pine, Mineral Hill and Granby mineralized centres is widespread approximately 1.5 km by 1.3 km across.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Initial results from one of the newly identified mineralized zones, Road Zone, corroborate historical samples with highly anomalous silver and widespread quartz veins. The Road Zone may host an underexplored opportunity for additional intrusion-related precious metal mineralization and should be followed up with surface geological, geochemical, and geophysical work.
Sequential Phases of Diamond Drilling at Prodigy Target
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| · | During late November and early December 2023, the Company completed 1,445 metres of Phase 1 core drilling in two holes at the Prodigy Au-Ag-Mo-Cu epithermal target on its Maestro Property, located 15 kilometres north of Houston, BC. |
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| · | The Prodigy epithermal deposit target is hosted within an extensive porphyry-type mineral system and is thought by Management to have some geological similarities to that of the Blackwater-Davidson gold-silver deposit of Artemis Gold Inc., located near Vanderhoof, BC. |
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| · | The drill program was completed by Apex Diamond Drilling Ltd. from nearby Smithers, and some 482 core samples have been sent to and received by ALS Global in North Vancouver, BC, for analysis. |
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| · | Results from Quartz’s first two drill holes at the Prodigy Zone on the Maestro Property intersected a high-grade gold-silver lode deposit within multi-generation precious metal mineralization all hosted within a Mo-Cu porphyry environment. |
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| · | Core hole PR23-02 intersected 102 m grading 2.22 g/t Au and 104 g/t Ag, including 12 m grading 1.23 g/t Au and 586 g/t Ag and 36 m of 5.73 g/t Au and 87 g/t Ag. Notably, green sericite alteration reminiscent of deposits such as Blackwater Gold-Silver Mine, which is currently being placed into production, plays a significant role at Prodigy. The discovery is open in multiple directions and at depth, promising significant further potential. |
Immediately after the completion of the drilling program, a downhole geophysical survey was conducted over the discovery hole PR23-02, to test the geophysical signature of the intercepted mineralization.
The second geophysical survey after the 2023 drilling program was carried out during October and November 2024. All newly and historically drilled areas of the Maestro Property were tested by approximately 30 line-kilometer of geophysical survey, to define the mineralization trend and provide delineation drill targets.
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| · | Phase 2 drill program completed at the Prodigy gold-silver discovery on its Maestro Property during early 2025. All four holes, PR25-03 through PR25-06, returned broad intervals of precious and base metals mineralization, starting from a shallow depth. The results represent a successful follow-up to previously announced discovery drilling and the initial start to delineation of a substantial new epithermal Au-Ag system at Maestro. |
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| · | Drill intersections indicate strong potential for both bulk tonnage and high-grade mineralization. The Prodigy Au-Ag system remains open in all directions promising significant upside and expansion potential. |
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Hole PR23-02 Intersects High Grade Gold-Silver Lodes Within an Extensive Precious Metals System
Recent Work
The Phase 3 drilling program was completed during June through August, 2025 and comprised seven holes (PR25-07 through PR25-13) totalling 3,885 meters. Quartz’s sequential drill programs (Phases 1 through 3) at Prodigy now total 8,346 meters across 13 holes (PR23-01 through PR25-13). This drilling has intersected three distinct types of mineralization which are closely integrated. Quartz plans to mobilize Phase 4 drilling in Q1 2026 to continue further systematic delineation of Prodigy.
The Company has completed a detailed, 4.3 square kilometer induced polarization (“IP”) survey over key portions of its Maestro property. Quartz is targeting exciting precious metal mineral systems that occur up to several kilometers outboard of the large Lone Pine molybdenum deposit, all within the extensive Maestro Property. The goal of the IP survey is to outline sulphide systems both near surface and to depths of up to 500 meters associated with mineralization discovered in and outboard of the Prodigy gold-silver zone and over additional important scale deposit targets on the Maestro Property.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Table 1. Quartz Phase One and Phase Two Prodigy “Eye” Assay Results, Represent the Discovery of a Substantial New Au-Ag System at Maestro.
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Table 2. Quartz Phase One and Phase Three Prodigy Assay Results.
Footnotes to Tables 1 and 2:
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| 1. | Width reported are drill widths, such that true thicknesses are unknown. |
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| 2. | All assay intervals represent length-weighted averages. |
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| 3. | Some figures may not sum exactly due to rounding. |
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| 4. | Gold equivalent (AuEQ) calculations use metal prices of: Au US\$1,800.00/oz, Ag US\$22.00/oz, Mo US\$17.00/lb and Cu US\$4.00/lb. and conceptual recoveries of: Au 80%, Ag 80%, Mo 75%, and Cu 75%. Conversion of metals to an equivalent gold grade based on these metal prices is relative to the gold price per unit mass factored by conceptual recoveries for those metals normalized to the conceptualized gold recovery. The metal equivalencies for each metal are added to the gold grade. The general formula is: AuEQ g/t NMV = (Au g/t) + (Ag recovery / Au recovery) \* (Ag \$ per oz. / Au \$ per oz. \* Ag g/t)) + ((Mo recovery / Au recovery) \* (Mo % \* Mo \$ per lb. \* 22.0462) / (Au \$ per oz. / 31.10348)) + (Cu recovery / Au recovery) \* (Cu % \* Cu \$ per lb. \* 22.0462) / (Au \$ per oz. / 31.10348)). |
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| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Prodigy “Eye” Drill Hole Plan Map, showing historical, and Quartz’s Phase 1 through 3 drill collar locations.
Sale of Geological Data
On November 2, 2021 the Company entered into a binding Agreement with Torr Resources Corp. (“Torr”) whereby Torr agreed to purchase historical project data the Company had collected on the Galaxie Property for $150,000. The transaction was closed and cash payment was received on December 10, 2021.
1.2.2 Financing
On October 18, 2021, the Company issued 1,909,092 flow-through common shares on the exercise of warrants at an exercise price of $0.05 for gross proceeds of $95,455.
On December 13, 2021, the Company issued 7,000,000 flow-through common shares on the exercise of warrants at an exercise price of $0.05 for gross proceeds of $350,000.
On July 12, 2022, the Company issued 1,000,000 common shares on the exercise of options at an exercise price of $0.20 for gross proceeds of $200,000.
On October 27, 2022, the Company completed a private placement by issuing 2,750,000 flow-through common shares at a price of $0.20 per share for gross proceeds of $550,000. Each unit consists of one common share and one transferable flow-through common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional flow-through common share at a price of $0.20 for a period of five years from the closing of the private placement.
| - 22 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
On September 8, 2023, the Company issued 500,000 common shares upon the exercise of 500,000 flow-through warrants at $0.20 for gross proceeds of flow-through funds of $100,000.
On September 28, 2023, the Company issued 500,000 common shares upon the exercise of 500,000 flow-through warrants at $0.20 for gross proceeds of flow-through funds of $100,000.
On October 30, 2023, the Company completed a private placement of 1,538,889 flow-through units at a price of $0.18 per unit for gross proceeds of $277,000. Each flow-through unit consists of one flow-through common share and one flow-through common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional flow-through common share at a price of $0.18 for a period of five years from the closing of the private placement. $15,389 of the proceeds was allocated to these warrants issued.
On November 27, 2023, the Company issued 250,000 common shares upon the exercise of 250,000 flow-through warrants at $0.20 for gross proceeds of flow-through funds of $50,000.
On December 5, 2023, the Company issued 416,666 common shares upon the exercise of 416,666 flow-through warrants at $0.18 for gross proceeds of flow-through funds of $75,000, and $4,167 of the fair value previously allocated to these warrants was transferred to share capital.
On December 18, 2023, the Company issued 277,778 common shares upon the exercise of 277,778 flow-through warrants at $0.18 for gross proceeds of flow-through funds of $75,000, and $4,167 of the fair value previously allocated to these warrants was transferred to share capital.
On February 7, 2024, the Company issued 705,555 common shares upon the exercise of 705,555 flow-through warrants at $0.18 for gross proceeds of flow-through funds of $127,000, and $7,055 of the fair value previously allocated to these warrants was transferred to share capital.
On May 30, 2024, the Company issued 3,300,000 flow-through shares (“FT Shares”) at $0.35 per FT Share for gross proceeds of flow-through funds of $1,155,000 and 6,000,000 non-flow-through shares (“Non-FT Shares”) at $0.35 per Non-FT Share for gross proceeds of $2,100,000. A key new investor, the Sutton Group Inc., subscribed for 6,000,000 of the shares and became an insider of Quartz, and 3,300,000 FT Shares were issued to Robert Dickinson, a director of the Company.
On July 8, 2024, the Company issued 750,000 common shares upon the exercise of 750,000 flow-through warrants at $0.20 with gross proceeds of flow-through funds for $150,000.
On March 18, 2025, the Company completed a private placement of 1,700,000 flow-through units at a price of $0.42 per unit for gross proceeds of flow-through funds for $714,000. Each flow-through unit consists of one flow-through common share and one-half of one flow-through common share purchase warrant (a “FT Warrant”). Each FT Warrant entitles the holder to purchase one additional flow-through common share at a price of $0.60 for a period of one year from the date of issuance, and is subject to an accelerated exercise provision whereby if the Company’s common shares trade at $1.00 or higher for 10 consecutive trading days on the TSX Venture Exchange then the holder will have 30 days to exercise the Warrant.
| - 23 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
On March 18, 2025, the Company completed a private placement of 8,300,000 units at a price of $0.42 per unit for gross proceeds of $3,486,000. Each unit consists of one common share and one-half common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional common share at a price of $0.60 for a period of one year from the date of issuance, and is subject to an accelerated exercise provision whereby if the Company’s common shares trade at $1.00 or higher for 10 consecutive trading days on the TSX Venture Exchange then the holder will have 30 days to exercise the Warrant.
On July 22, 2025, the Company issued 750,000 common shares upon the exercise of 750,000 flow-through warrants at $0.20 for gross proceeds of flow-through funds of $150,000.
On August 20, 2025, 357,144 shares were issued upon the exercise of flow-through warrants with an exercise price of $0.60 for proceeds of $214,286.
On October 14, 2025, 25,407 shares were issued upon the exercise of non-flow through warrants with an exercise price of $0.60 for proceeds of $15,200.
On November 20, 2025, 433,334 shares were issued upon the exercise of flow-through warrants with an exercise price of $0.60 for proceeds of $260,000.
1.3 Selected Annual Information
Not applicable.
1.4 Summary of Quarterly Results
These amounts are expressed in thousands of Canadian Dollars, except per share amounts and the weighted average number of common shares outstanding. Minor differences are due to rounding.
|
|
| Fiscal Quarter Ended |
| |||||||||||||||||||||||||||||
|
|
| Oct-31 2025 |
|
| Jul-31 2025 |
|
| Apr-30 2025 |
|
| Jan-31 2025 |
|
| Oct-31 2024 |
|
| Jul-31 2024 |
|
| Apr-30 2024 |
|
| Jan-31 2024 |
| ||||||||
| Income (loss) for the period |
| $ | (505,203 | ) |
| $ | (1,155 | ) |
| $ | (1,878 | ) |
| $ | (350 | ) |
| $ | (90 | ) |
| $ | (1,675 | ) |
| $ | (92 | ) |
| $ | (533 | ) |
| Basic earnings (loss) per common share |
| $ | (0.01 | ) |
| $ | (0.02 | ) |
| $ | (0.03 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
| $ | (0.03 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| Diluted earnings (loss) per common share |
| $ | (0.01 | ) |
| $ | (0.02 | ) |
| $ | (0.03 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
| $ | (0.03 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
1.5 Results of Operations and Financial Condition
The following financial data has been prepared in accordance with IFRS and are expressed in Canadian dollars unless otherwise stated.
| - 24 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.5.1 Income (loss) for the period ended October 31, 2025 (“2026 Q1”) vs. 2024 (“2025 Q1”)
The Company recorded loss from its operations of $505,203 during 2026 Q1 (2025 Q1 – $90,091). The loss incurred in 2025 Q1 was higher compared to the loss incurred in 2025 Q1 due to the execution of the exploration program for the Maestro Project in British Columbia in 2026 Q1.
The total amount of exploration and evaluation expenditures incurred in the current 2026 Q1 was $412,654 (2025 Q1 – $45,741). The Company continued its drilling program of its Maestro property during 2026 Q1. As such, the total costs of exploration and evaluation were higher in 2026 Q1 compared with the current 2025 Q1.
The following table provides a breakdown of exploration and evaluation expenditures for the current 2026 Q1 and the prior 2025 Q1:
|
|
| Three months ended October 31, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Assay and analysis |
| $ | 42,656 |
|
| $ | 19,357 |
|
| Drilling |
|
| 202,259 |
|
|
| - |
|
| Geological |
|
| 67,525 |
|
|
| 9,000 |
|
| Property costs and assessments |
|
| - |
|
|
| 15,669 |
|
| Site activities |
|
| 86,431 |
|
|
| 41 |
|
| Technical data |
|
| 119 |
|
|
| - |
|
| Travel and accommodation |
|
| 13,664 |
|
|
| 1,674 |
|
| Total |
| $ | 412,654 |
|
| $ | 45,741 |
|
The total amount of general and administrative expenses increased in 2026 Q1 compared to that of 2025 Q1 due to the increase in the public relationship consultant fee compared in 2026 Q1 to the prior year in 2025 Q1.
The following table provides a breakdown of general and administrative expenses incurred during the three months ended October 31, 2025 and 2024:
|
|
| Three months ended October 31, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Administrative fees |
| $ | 10,703 |
|
| $ | 2,121 |
|
| Conference and travel |
|
| 115 |
|
|
| 46 |
|
| Insurance |
|
| 5,668 |
|
|
| 5,855 |
|
| IT Services |
|
| 8,400 |
|
|
| 8,400 |
|
| Legal, accounting and audit |
|
| 17,141 |
|
|
| 12,504 |
|
| Office and miscellaneous |
|
| 53,990 |
|
|
| 32,632 |
|
| Regulatory, trust and filing |
|
| 2,363 |
|
|
| 2,550 |
|
| Total |
| $ | 98,380 |
|
| $ | 52,004 |
|
| - 25 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.6 Liquidity
The Company's primary source of funding is issuances of equity securities through private placements mainly to sophisticated investors and institutions. The Company's continuing operations entirely depend upon its ability to obtain equity financings required to complete exploration and development of its projects, existence of economically recoverable mineral reserves at its projects, its ability to acquire necessary permits to explore or mine, future profitable production of any mine, and proceeds from disposition of its mineral property interests. These material uncertainties are indicative of significant doubt as to the Company’s ability to continue as a going concern.
As at October 31, 2025, the Company had an accumulated deficit of $36,052,118 (2024 – $32,163,468) and net working capital of $2,621,827 (July 31, 2024 – $2,881,768).
The Company believes that its liquid assets as at October 31, 2025, are sufficient to meet its current obligations. The Company is actively managing its cash reserves, and curtailing activities as necessary in order to ensure its ability to meet payments as they come due.
Additional debt or equity financing will be required to fund exploration or development programs. However, there can be no assurance that the Company will continue to obtain additional financial resources or that it will be able to achieve positive cash flows.
Financial market conditions for junior exploration companies have resulted in very depressed equity prices. A further and continued deterioration in market conditions will increase the cost of obtaining capital and significantly limit the availability of funds to the Company in the future. Accordingly, management is actively monitoring the effects of the current economic and financing conditions on the Company’s business and reviewing discretionary spending, capital projects and operating expenditures, while implementing cash management strategies.
Table of Obligations and Commitments
The following obligations existed as at October 31, 2025:
|
|
| Total |
|
| Within 1 year |
|
| 1-5 years |
| |||
| Amounts payable and other liabilities |
| $ | 51,499 |
|
| $ | 51,499 |
|
| $ | - |
|
| Due to related parties |
|
| 20,435 |
|
|
| 20,435 |
|
|
| - |
|
| Lease liability |
|
| 6,880 |
|
|
| 6,880 |
|
|
| - |
|
| Total |
| $ | 78,814 |
|
| $ | 78,814 |
|
| $ | - |
|
The Company has no "Purchase Obligations" defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
1.7 Capital Resources
The Company had no material commitments for capital expenditures as at October 31, 2025.
The Company has no lines of credit or other sources of financing which have been arranged but are as of yet, unused.
As at October 31, 2025, there were no externally imposed capital requirements to which the Company was subject and with which the Company has not complied.
1.8 Off-Balance Sheet Arrangements
None.
| - 26 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.9 Transactions with Related Parties
Key management personnel
The required disclosure for the remuneration of the Company’s key management personnel is provided in note 7(a) of the accompanying condensed interim financial statements for the three months ended October 31, 2025 and 2024. These are also available at www.sedarplus.ca.
Hunter Dickinson Inc.
Hunter Dickinson Inc. (“HDI”) and its wholly‐owned subsidiary HDSI are private companies established by a group of mining professionals. HDSI provides services under contract for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms‐length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.
The Company’s Chief Executive Officer and Corporate Secretary is an employee of HDSI and is contracted to work for the Company under an employee secondment agreement between the Company and HDSI and the Company’s Chairman is a principal of HDSI.
Pursuant to an agreement dated June 1, 2008, HDSI provides certain cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non‐exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full‐time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients both mining and non-mining clients.
The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge‐out rates for and the time spent by each HDSI employee engaged by the Company.
HDSI also incurs third‐party costs on behalf of the Company. Such third-party costs include, for example, information technology expenses. Third party costs are billed at cost, without markup.
There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI.
The details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Financial Statements.
1.10 Fourth Quarter
Not applicable.
1.11 Proposed Transactions
There are no proposed material assets or business acquisitions or dispositions before the Board of Directors for consideration.
| - 27 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.12 Critical Accounting Estimates
Not required. The Company is a Venture Issuer.
1.13 Changes in Accounting Policies including Initial Adoption
The required disclosure is provided in note 2 of the accompanying audited consolidated financial statements as at and for the year ended July 31, 2025, publicly available on Sedarplus at www.sedarplus.ca.
1.14 Financial Instruments and Risk Management
The carrying amounts of cash, amounts receivable, accounts payable and other liabilities, and balances due to a related party, approximate their fair values due to their short-term nature.
1.15 Other MD&A Requirements
1.15.1 Additional Disclosure for Venture Issuers without Significant Revenue
| (a) | exploration and evaluation assets or expenditures | The required disclosure is presented in Section 1.5 of this MD&A. |
|
|
|
|
| (b) | expensed research and development costs | Not applicable |
|
|
|
|
| (c) | intangible assets arising from development | Not applicable |
|
|
|
|
| (d) | general and administration expenses | The required disclosure is presented in Section 1.5 of this MD&A. |
|
|
|
|
| (e) | any material costs, whether expensed or recognized as assets, not referred to in paragraphs (a) through (d) | None |
1.15.2 Disclosure of Outstanding Share Data
The following details the share capital structure as at the date of this MD&A:
|
|
| Number |
| |
| Common shares |
|
| 70,463,915 |
|
| Options |
|
| 5,200,000 |
|
| Warrants |
|
| 4,323,004 |
|
| - 28 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.15.3 Internal Controls over Financial Reporting Procedures
The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:
|
| · | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
|
| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and |
|
| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |
There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this Management's Discussion and Analysis.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2025. In making the assessment, it used the criteria set forth in the Internal Control‐Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on their assessment, management has concluded that, as October 31, 2025, the Company's internal control over financial reporting was effective based on those criteria.
1.15.4 Disclosure Controls and Procedures
The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported within the appropriate time periods and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
1.15.5 Limitations of Controls and Procedures
The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
| - 29 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
1.16 Risk Factors
The risk factors associated with the principal business of the Company are discussed below. The Company currently holds several mineral claims at early stage. The Company is subject to the highly speculative nature of the resources industry characterized by the requirement for large capital investments from an early stage and a very small probability of finding economic mineral deposits. In addition to the general risks of mining, there are country-specific risks, including currency, political, social, permitting and legal risk. An investor should carefully consider the risks described below and the other information that Quartz Mountain furnishes to, or files with, the Securities and Exchange Commission and with Canadian securities regulators before investing in Quartz Mountain's common shares, and should not consider an investment in Quartz Mountain unless the investor is capable of sustaining an economic loss of the entire investment. The Company's actual exploration and operating results may be very different from those expected as at the date of this MD&A.
Going Concern Assumption
The Company's financial statements have been prepared assuming the Company will continue on a going concern basis. However, unless additional funding is obtained, this assumption will have to change. The Company has a negative working capital position, and has incurred losses since inception. Failure to continue as a going concern would require that Quartz Mountain's assets and liabilities be restated on a liquidation basis, which could differ significantly from the going concern basis.
Additional Funding Requirements
Further development of the Company's continued operations will require additional capital. The Company currently does not have sufficient funds to explore the properties it holds. It is possible that the financing required by the Company will not be available, or, if available, will not be available on acceptable terms. If the Company does issue treasury shares to finance its operations or expansion plans, shareholders will suffer dilution of their investment and control of the Company may change. If adequate funds are not available, or are not available on acceptable terms, the Company will not be able to remain in business. In addition, a positive production decision at any of the Company's current projects or any other development projects acquired in the future will require significant resources and funding for project engineering and construction. Accordingly, any development of the Company's properties depends upon the Company's ability to obtain financing through debt financing, equity financing, the joint venturing, or disposition of its current projects, or other means. There is no assurance that the Company will be successful in obtaining financing for these or other purposes, including for general working capital.
| - 30 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Future Profits/Losses and Production Revenues/Expenses
The Company has no history of mining operations or earnings, and expects that its losses and negative cash flow will continue for the foreseeable future. No deposit that has been shown to be economic has yet been found on the Company's projects. There can be no assurance that the Company will be able to acquire any additional properties. There can be no assurance that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company's projects and any other properties the Company may acquire, are added. The amounts and timing of expenditures will depend on:
|
| · | the progress of ongoing exploration and development; |
|
|
|
|
|
| · | the results of consultants' analyses and recommendations; |
|
|
|
|
|
| · | the rate at which operating losses are incurred; |
|
|
|
|
|
| · | the execution of any joint venture agreements with strategic partners; and |
|
|
|
|
|
| · | the acquisition of additional properties and other factors, many of which are beyond the Company's control. |
The Company does not expect to receive revenues from operations in the foreseeable future, if at all. The Company expects to incur losses unless and until such time as the projects the Company advances, or any other properties the Company may acquire, enter into commercial production and generate sufficient revenues to fund its continuing operations.
The development of mineral properties will require the commitment of substantial resources to conduct the time-consuming exploration and development of the properties. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.
Exploration, Development and Mining Risks
Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not reduce, including among other things, unsuccessful efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company will rely upon consultants and others for exploration, development, construction, and operating expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources, and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.
No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
| - 31 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
Permits and Licenses
If the Company acquires a new mineral property(ies), its operations would require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits which may be required to carry out exploration and development for the Company’s Projects.
Changes in Local Legislation or Regulation
Any mining and processing operations that may be acquired and any exploration activities that might be conducted would be subject to extensive laws and regulations governing the protection of the environment, exploration, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine and worker safety, protection of endangered and other special status species and other matters. The Company's ability to obtain permits and approvals and to successfully operate in particular communities may be adversely impacted by real or perceived detrimental events associated with the Company's activities or those of other mining companies affecting the environment, human health and safety of the surrounding communities. Delays in obtaining or failure to obtain government permits and approvals may adversely affect the Company's operations, including its ability to explore or develop properties, commence production or continue operations. Failure to comply with applicable environmental and health and safety laws and regulations may result in injunctions, fines, suspension, or revocation of permits and other penalties. The costs and delays associated with compliance with these laws, regulations and permits could prevent the Company from proceeding with the development of a project or the operation or further development of a mine or increase the costs of development or production and may materially adversely affect the Company's business, results of operations or financial condition. The Company may also be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites. The Company could also be held liable for exposure to hazardous substances.
Environmental Matters
All of the operations that the Company might acquire would be subject to environmental regulations, which can make operations expensive or prohibit them altogether. The Company may be subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products that could occur as a result of its mineral exploration, development, and production. In addition, environmental hazards may exist on a property in which the Company directly or indirectly holds an interest, which are unknown to the Company at present and have been caused by previous or existing owners or operators of the Company's projects. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties, or the requirement to remedy environmental pollution, which would reduce funds otherwise available to the Company and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it could be required to suspend operations or undertake interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the Company.
| - 32 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. There is also a risk that the environmental laws and regulations may become more onerous, making the Company's operations more expensive. Many of the environmental laws and regulations will require the Company to obtain permits for its activities. The Company will be required to update and review its permits from time to time, and may be subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations, and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of the Company's business, causing those activities to be economically re-evaluated at that time.
Groups Opposed to Mining May Interfere with the Company's Efforts to Explore and Develop its Properties
Organizations opposed to mining may be active in the regions in which the Company conducts its exploration activities. Although the Company intends to comply with all environmental laws and maintain good relations with local communities, there is still the possibility that those opposed to mining will attempt to interfere with the development of any property(ies) the Company might acquire. Such interference could have an impact on the Company's ability to explore and develop its properties in a manner that is most efficient or appropriate, or at all, and any such impact could have a material adverse effect on the Company's financial condition and the results of its operations.
Market for Securities and Volatility of Share Price
There can be no assurance that an active trading market in the Company's securities will be established or sustained. The market price for the Company's securities is subject to wide fluctuations. Factors such as announcements of exploration results, as well as market conditions in the industry or the economy as a whole, may have a significant adverse impact on the market price of the securities of the Company.
The stock market has from time-to-time experienced extreme price and volume fluctuations that have often been unrelated to the operating performance of particular companies.
Conflicts of Interest
The Company's directors and officers may serve as directors or officers of other companies, joint venture partners, or companies providing services to the Company or they may have significant shareholdings in other companies. Situations may arise where the directors and/or officers of the Company may be in competition with the Company. Any conflicts of interest will be subject to and governed by the law applicable to directors’ and officers' conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.
| - 33 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
General Economic Conditions
Global financial markets have experienced a sharp increase in volatility during the last few years. Market conditions and unexpected volatility or illiquidity in financial markets may adversely affect the prospects of the Company and the value of the Company's shares.
Reliance on Key Personnel
The Company is dependent on the continued services of its senior management team, and its ability to retain other key personnel. The loss of such key personnel could have a material adverse effect on the Company. There can be no assurance that any of the Company's employees will remain with the Company or that, in the future, the employees will not organize competitive businesses or accept employment with companies competitive with the Company.
There can be no assurance that the Company will be able to attract, train, or retain qualified personnel in the future, which would adversely affect its business.
Competition
The resources industry is highly competitive in all its phases, and the Company will compete with other mining companies, many of which have greater financial, technical, and other resources. Competition in the mining industry is primarily for attractive mineral rich properties capable of being developed and producing economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine certain minerals, but also conduct production and marketing operations on a worldwide basis. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop any property(ies) the Company might acquire. The Company's inability to compete with other mining companies for these resources could have a materially adverse effect on the Company's results of operation and its business.
Information Systems and Cyber Security
The Company’s operations depend on information technology (“IT”) systems. These IT systems include the IT systems of HDSI who provides technical, management and administrative services to the Company under the Services Agreement. These IT systems are used by us to store sensitive data in the ordinary course of our business, including personal information of our employees, as well as proprietary and confidential business information relating to ourselves and in some cases, our service providers, investors and other stakeholders. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures and to address the threat of attacks. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations. There is a risk that the Company or HDSI may be subject to cyber-attacks or other information security breaches which could result in material loss to the Company and could severely damage our reputation, compromise our IT systems and result in a loss or escape of sensitive information, a misappropriation of assets or incidents of fraud, disrupt our normal operations, and cause us to incur additional time and expense to remediate and improve our information systems. While we employ security measures in respect of our information and data, we cannot be certain that we will be successful in securing this information and data and there may be instances where we are exposed to malware, cyber-attacks or other unauthorized access or use of our information and data. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature and sophistication of these cyber-attacks and potential security breaches. In addition, the Company is dependent on the efforts of HDSI to mitigate its IT systems from cyber-attacks and other information breaches. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority but may not ultimately defeat all potential attacks. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
| - 34 - |
| QUARTZ MOUNTAIN RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 |
The Company may enter into agreements with Indigenous groups, inclusive of First Nations, in relation to its current and future exploration activities, and any potential future production, which could impact any expected earnings.
Our properties are located within First Nations asserted traditional territories, and the exploration and development of these properties may affect, or be perceived to affect, asserted aboriginal rights and title, which has the potential to manifest permitting delays or opposition by First Nations communities.
Uninsurable Risks
In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons.
| - 35 - |
EXHIBIT 99.2
QUARTZ MOUNTAIN RESOURCES LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024
(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
| 1 |
NOTICE TO READERS
In accordance with subsection 4.3(3) of National Instrument 51-102, management of the Company advises that the Company's auditors have not performed a review of these condensed consolidated interim financial statements.
| 2 |
| QUARTZ MOUNTAIN RESOURCES LTD. |
| STATEMENTS OF FINANCIAL POSITION |
| (Unaudited - expressed in Canadian Dollars) |
|
|
|
|
|
| October 31, |
|
| July 31, |
| |||
|
|
| Note |
|
| 2025 |
|
| 2025 |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Assets |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Current assets |
|
|
|
|
|
|
|
|
| |||
| Cash |
|
|
|
| $ | 2,604,351 |
|
| $ | 3,076,972 |
| |
| Amounts receivable and other assets |
|
| 3 |
|
|
| 96,290 |
|
|
| 86,239 |
|
|
|
|
|
|
|
|
| 2,700,641 |
|
|
| 3,163,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Mineral property interests |
|
| 4 |
|
|
| 1,021,350 |
|
|
| 1,021,350 |
|
| Right-of-use asset |
|
| 11 |
|
|
| 4,948 |
|
|
| 7,421 |
|
| Total assets |
|
|
|
|
| $ | 3,726,939 |
|
| $ | 4,191,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts payable and other liabilities |
|
| 6 |
|
| $ | 51,499 |
|
| $ | 266,815 |
|
| Due to related parties |
|
| 7 | (c) |
|
| 20,435 |
|
|
| 4,459 |
|
| Lease liability |
|
| 11 |
|
|
| 6,880 |
|
|
| 10,169 |
|
| Total liabilities |
|
|
|
|
|
| 78,814 |
|
|
| 281,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
| Share capital |
|
| 5 | (a) |
|
| 37,836,843 |
|
|
| 37,607,312 |
|
| Reserves |
|
|
|
|
|
| 1,863,400 |
|
|
| 1,850,142 |
|
| Accumulated deficit |
|
|
|
|
|
| (36,052,118 | ) |
|
| (35,546,915 | ) |
| Total shareholders' equity |
|
|
|
|
|
| 3,648,125 |
|
|
| 3,910,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities and shareholders' equity |
|
|
|
|
| $ | 3,726,939 |
|
| $ | 4,191,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nature and continuance of operations (note 1) |
|
|
|
|
|
|
|
|
|
|
|
|
| Events after the reporting period (note 12) |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| /s/ Trevor Thomas | /s/ Michael Clark | ||
| Trevor Thomas | Michael Clark | ||
| Director | Director | ||
| 3 |
| QUARTZ MOUNTAIN RESOURCES LTD. |
| STATEMENTS OF LOSS AND COMPREHENSIVE LOSS |
| (Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares) |
|
|
|
|
|
|
| Three months ended October 31, |
| |||||||
|
|
| Note |
|
| 2025 |
|
| 2024 |
| |||
| Exploration and evaluation |
|
|
|
| $ | 412,654 |
|
| $ | 45,741 |
| |
| Assays and analysis |
|
|
|
|
| 42,656 |
|
|
| 19,357 |
| |
| Drilling |
|
|
|
|
| 202,259 |
|
|
| – |
| |
| Geological |
|
|
|
|
| 67,525 |
|
|
| 9,000 |
| |
| Property costs and assessments |
|
|
|
|
| – |
|
|
| 15,669 |
| |
| Site activities |
|
|
|
|
| 86,431 |
|
|
| 41 |
| |
| Technical data |
|
|
|
|
| 119 |
|
|
| – |
| |
| Travel and accommodation |
|
|
|
|
| 13,664 |
|
|
| 1,674 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 98,380 |
|
|
| 64,108 |
| |
| Administrative fees |
|
| 7 | (a) |
|
| 10,703 |
|
|
| 2,121 |
|
| Conference and travel |
|
|
|
|
|
| 115 |
|
|
| 46 |
|
| Insurance |
|
|
|
|
|
| 5,668 |
|
|
| 5,855 |
|
| IT Services |
|
|
|
|
|
| 8,400 |
|
|
| 8,400 |
|
| Legal, accounting and audit |
|
|
|
|
|
| 17,141 |
|
|
| 12,504 |
|
| Office and miscellaneous |
|
|
|
|
|
| 53,990 |
|
|
| 32,632 |
|
| Regulatory, trust and filing |
|
|
|
|
|
| 2,363 |
|
|
| 2,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity-settled share-based compensation |
|
| 5 | (c) |
|
| 13,258 |
|
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
| (524,292 | ) |
|
| (109,849 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other items |
|
|
|
|
|
|
|
|
|
|
|
|
| Accretion expense - office lease |
|
| 13 |
|
|
| (237 | ) |
|
| (607 | ) |
| Amortization of Right-of-use asset |
|
| 13 |
|
|
| (2,474 | ) |
|
| (2,474 | ) |
| Interest income |
|
|
|
|
|
| 24,581 |
|
|
| 23,290 |
|
| Interest expense |
|
|
|
|
|
| (83 | ) |
|
| (10 | ) |
| Foreign exchange gain (loss) |
|
|
|
|
|
| (1,976 | ) |
|
| (441 | ) |
| (Loss) and comprehensive (loss) before taxes for the period |
|
|
|
|
| $ | (504,481 | ) |
| $ | (90,091 | ) |
| Current income tax (expenses) recoveries |
|
|
|
|
|
| (722 | ) |
|
| – |
|
| (Loss) and comprehensive (loss) for the period |
|
|
|
|
| $ | (505,203 | ) |
| $ | (90,091 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic earning (loss) per common share |
|
|
|
|
| $ | (0.01 | ) |
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted earning (loss) per common share |
|
|
|
|
| $ | (0.01 | ) |
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding (note 5(c)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
|
|
|
| 69,936,387 |
|
|
| 58,868,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted |
|
|
|
|
|
| 69,936,387 |
|
|
| 58,868,030 |
|
The accompanying notes are an integral part of these condensed interim financial statements.
| 4 |
| QUARTZ MOUNTAIN RESOURCES LTD. |
| STATEMENTS OF CHANGES IN SHAREOLDERS' EQUITY |
| (Expressed in Canadian Dollars, except for share information) |
|
|
|
|
| Share Capital |
|
| Reserves |
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
|
| Note |
|
| Number of shares |
|
| Amount |
|
| Warrants |
|
| Equity-settled share-based payments |
|
| Shares to be issued |
|
| Accumulated deficit |
|
| Total shareholders' equity |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Balance at July 31, 2024 |
|
|
|
|
| 58,868,030 |
|
| $ | 33,312,270 |
|
| $ | 1,389 |
|
| $ | 1,432,011 |
|
| $ | 8,700 |
|
| $ | (32,073,376 | ) |
| $ | 2,680,994 |
| |
| Loss for the period |
|
|
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (90,091 | ) |
|
| (90,091 | ) | |
| Balance at October 31, 2024 |
|
|
|
|
| 58,868,030 |
|
| $ | 33,312,270 |
|
| $ | 1,389 |
|
| $ | 1,432,011 |
|
| $ | 8,700 |
|
| $ | (32,163,467 | ) |
| $ | 2,590,903 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Balance at July 31, 2025 |
|
|
|
|
| 69,648,030 |
|
| $ | 37,607,312 |
|
| $ | 1,389 |
|
| $ | 1,848,753 |
|
| $ | – |
|
| $ | (35,546,915 | ) |
| $ | 3,910,539 |
| |
| Exercise of flow-through warrants |
|
| 5 | (a) |
|
| 357,144 |
|
|
| 214,287 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 214,287 |
|
| Exercise of non-flow through warrants |
|
|
|
|
|
| 25,407 |
|
|
| 15,244 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 15,244 |
|
| Share purchase options |
|
| 5 | (c) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 13,258 |
|
|
| – |
|
|
| – |
|
|
| 13,258 |
|
| Loss for the period |
|
|
|
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (505,203 | ) |
|
| (505,203 | ) |
| Balance at October 31, 2025 |
|
|
|
|
|
| 70,030,581 |
|
| $ | 37,836,843 |
|
| $ | 1,389 |
|
| $ | 1,862,011 |
|
| $ | – |
|
| $ | (36,052,118 | ) |
| $ | 3,648,125 |
|
The accompanying notes are an integral part of these condensed interim financial statements.
| 5 |
| QUARTZ MOUNTAIN RESOURCES LTD. |
| STATEMENTS OF CASH FLOWS |
| (Unaudited - expressed in Canadian Dollars) |
|
|
|
|
|
|
| Three months ended October 31 |
| |||||||
|
|
| Note |
|
| 2025 |
|
| 2024 |
| |||
| Operating activities |
|
|
|
|
|
|
|
|
| |||
| Loss for the period |
|
|
|
| $ | (505,203 | ) |
| $ | (90,091 | ) | |
| Adjusted for: |
|
|
|
|
|
|
|
|
|
|
| |
| Accretion expense - office lease |
|
| 11 |
|
|
| 237 |
|
|
| 607 |
|
| Amortization of Right-of-use asset |
|
| 11 |
|
|
| 2,474 |
|
|
| 2,474 |
|
| Recognition of flow-through premium liability |
|
|
|
|
|
| – |
|
|
| – |
|
| Interest income |
|
|
|
|
|
| (24,581 | ) |
|
| (23,290 | ) |
| Equity-settled share-based compensation |
|
|
|
|
|
| 13,258 |
|
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in working capital items: |
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts receivable and other assets |
|
|
|
|
|
| (10,051 | ) |
|
| 57,381 |
|
| Amounts payable and other liabilities |
|
|
|
|
|
| (215,317 | ) |
|
| (289,683 | ) |
| Due to related parties |
|
| 7 | (a)&7(b) |
|
| 15,976 |
|
|
| 7,274 |
|
| Net cash used in operating activities |
|
|
|
|
|
| (723,207 | ) |
|
| (335,328 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest received |
|
|
|
|
|
| 24,581 |
|
|
| 23,290 |
|
| Net cash provided by investing activities |
|
|
|
|
|
| 24,581 |
|
|
| 23,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Office lease payment (base rent portion capitalized under IFRS 16) |
|
| 11 |
|
|
| (3,526 | ) |
|
| (3,526 | ) |
| Proceeds from exercise of warrants and options |
|
|
|
|
|
| 229,531 |
|
|
| – |
|
| Net cash provided by (used in) financing activities |
|
|
|
|
|
| 226,005 |
|
|
| (3,526 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Decrease) in cash |
|
|
|
|
|
| (472,621 | ) |
|
| (315,564 | ) |
| Cash, beginning of the year |
|
|
|
|
|
| 3,076,972 |
|
|
| 1,906,327 |
|
| Cash, end of the period |
|
|
|
|
| $ | 2,604,351 |
|
| $ | 1,590,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-cash transactions |
|
|
|
|
|
|
|
|
|
|
|
|
| Incremental Fair Value for the shares issued for mineral properties acquisition |
|
|
|
|
| $ | – |
|
| $ | 214,350 |
|
The accompanying notes are an integral part of these condensed financial statements.
| 6 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
1. NATURE AND CONTINUANCE OF OPERATIONS
Quartz Mountain Resources Ltd. (the “Company”) is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company's common shares trade on the TSX Venture Exchange (“TSX-V”) under the symbol QZM, and certain broker-dealers in the United States make market in the Company's common shares on the OTCQB Market under the symbol QZMRF. The Company's corporate office is located at 1040 West Georgia Street, 14th Floor, Vancouver, British Columbia, Canada. The Company most recently focused on evaluating mineral prospects for potential acquisition and exploration in British Columbia. The Company continues to investigate potential opportunities.
The financial statements as at and for the three months ended October 31, 2025 include only the accounts of the Company as the Company’s wholly-owned subsidiaries, QZMG Resources Ltd. and Wavecrest Resources Inc., were dissolved on March 2, 2023.
The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at October 31, 2025, the Company had an accumulated deficit of $36,080,276 and net working capital of $2,593,669. The Company's continuing operations are dependent upon its ability to obtain necessary financings to complete exploration of any new and current projects, its ability to obtain necessary permits to explore, develop, and mine new sites, and future profitable production of any mine. These material uncertainties are indicative of significant doubt as to the Company’s ability to continue as a going concern.
Additional debt or equity financing will be required to fund acquisition of mineral property interests. There can be no assurance that the Company will be able to obtain additional financial resources or achieve positive cash flows. If the Company is unable to obtain adequate additional financing, it will need to curtail its expenditures further, until additional funds can be raised through financing activities.
The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
Such developments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow, and exposure to credit risk.
The Company is constantly evaluating the situation and monitoring any impacts or potential impacts to its business.
2. MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.
(a) Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company's fiscal period ended October 31, 2025.
| 7 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
The Company’s Board of Directors authorized issuance of the financial statements on December 18, 2025.
(b) Basis of presentation and consolidation
The financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The financial statements for the three months ended October 31, 2025 include only the accounts of the Company and the financial statements for the periods ended October 31, 2025 and 2024 include the accounts of the Company and the subsidiaries that it had control.
Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Intercompany balances and transactions including any unrealized income and expenses arising from intercompany transactions are eliminated upon consolidation.
As at October 31, 2025 and 2024, the Company held a 0% interest in QZMG Resources Ltd. and Wavecrest Resources Inc. as they were dissolved on March 2, 2023.
(c) Significant accounting estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates. The impact of such estimates is pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic condition, and other factors, including expectations of future events that management believes are reasonable under the circumstances. Changes in the subjective inputs and assumptions can materially affect fair value estimates.
Specific areas where significant estimates or judgments exist are:
|
| · | Management has applied judgment on settlement of debt with related parties as to whether they were acting in the capacity as creditor or shareholder. |
|
| · | Assessment of the Company's ability to continue as a going concern. |
3. AMOUNTS RECEIVABLE AND OTHER ASSETS
|
|
| October 31, 2025 |
|
| July 31, 2025 |
| ||
| Sales tax receivable |
| $ | 31,967 |
|
| $ | 47,746 |
|
| Prepayments |
|
| 45,223 |
|
|
| 19,393 |
|
| Reclamation deposit |
|
| 19,100 |
|
|
| 19,100 |
|
|
|
| $ | 96,290 |
|
| $ | 86,239 |
|
| 8 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
4. MINERAL PROPERTY INTERESTS
|
|
| Maestro Property (formerly Lone Pine) |
|
| Jake Property |
|
| Total |
| |||
| Balance, July 31, 2023 |
| $ | 390,000 |
|
| $ | 325,000 |
|
| $ | 715,000 |
|
| Acquisition – cash payments |
|
| 24,000 |
|
|
| - |
|
|
| 24,000 |
|
| Acquisition – share issuance |
|
| 223,050 |
|
|
| - |
|
|
| 223,050 |
|
| Acquisition – royalty payments |
|
| 25,000 |
|
|
| - |
|
|
| 25,000 |
|
| Balance, July 31, 2024 |
| $ | 662,050 |
|
| $ | 325,000 |
|
| $ | 987,050 |
|
| Acquisition – share issuance |
|
| 9,300 |
|
|
| - |
|
|
| 9,300 |
|
| Acquisition – royalty payments |
|
| 25,000 |
|
|
| - |
|
|
| 25,000 |
|
| Balance, July 31 & October 31, 2025 |
| $ | 696,350 |
|
| $ | 325,000 |
|
| $ | 1,021,350 |
|
(a) Maestro (formerly Lone Pine) Property, British Columbia
Under a mineral claims purchase agreement (the “Agreement”) dated June 8, 2021 between the Company and Impala Capital Corp. (the “Vendor”), an arm’s length party, the Company acquired a 100% interest in nine mineral claims located near Houston, British Columbia (the “Maestro Property”).
Under the terms of the Agreement, the Company made $105,000 in cash payments and issued 1,000,000 common shares to the Vendor (valued at $210,000).
The Maestro Property is subject to a pre-existing 2.5% net smelter returns (NSR) royalty held by an arm’s length third party, of which 1.5% can be purchased for $1.5 million by the Company. This NSR is subject to an annual advance payment of $25,000 (paid for the year ended July 31, 2025).
In March 2024, the Company entered into two separate agreements to purchase a 100% interest in each of the Lone Pine Claim and the North Claim. These two mineral claims total 169 hectares and are located contiguous to the Company’s 100% owned Maestro Property located approximately 15km north of the town of Houston, British Columbia.
The Lone Pine mineral claim was purchased from Eagle Plains Resources Ltd., an arms-length vendor, for 750,000 common shares of the Company, and it is subject to a 2% NSR royalty, of which 1.5% can be purchased at any time for $5 million. The shares are subject to a 24-month contractual resale restriction and the Company has a further right to arrange purchasers of these shares in the case of desired resales after that period. The Lone Pine transaction was closed with the 750,000 common shares of the Company issued on March 20, 2024 (Note 5 (a)).
The North mineral claim was purchased from Shawn Merkley, an arms-length vendor, for $24,000 cash and 45,000 common shares of the Company, which will be paid as follows:
|
| i. | $8,000 cash and 15,000 common shares on or before the Closing Date (completed) |
|
| ii. | $8,000 cash and 15,000 common shares on or before the first anniversary of the Closing Date (completed) |
|
| iii. | $8,000 cash and 15,000 common shares on or before the second anniversary of the Closing Date (completed) |
| 9 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
The North mineral claim is subject to a 2% NSR royalty, which can be purchased at any time for $2 million.
As at October 31, 2025, the Company held a 100% interest in the Maestro Property.
(b) Jake Property, British Columbia
On November 5, 2021, the Company entered into a mineral claims purchase agreement (the "Agreement") with United Mineral Services Ltd. (“UMS”), a non-arm’s length party, to purchase a 100% interest in four mineral claims acquired through staking by UMS and to obtain an option to purchase a 100% interest in five adjacent claims (the “Underlying Claims”) owned by Electrum Resource Corporation ("Electrum”), an arm’s length third party (the “Jake Property”). The Jake Property is located approximately 162 km north of Smithers, British Columbia. The Underlying Claims are subject to a 2% NSR royalty, which is capped at $3 million.
To acquire the Jake Property, the Company is required to:
|
| i. | Make cash payments to UMS as follows: |
|
| a. | $50,000 on the date of receipt of TSX Venture Exchange approval (the “Approval Date”) (paid) |
|
| b. | $50,000 on the date that is six months following the Approval Date (paid) |
|
| c. | $50,000 on the date that is twelve months following the Approval Date (paid) |
|
| d. | $50,000 on the date that is eighteen months following the Approval Date (paid) |
|
| ii. | Make cash payments to Electrum as follows: |
|
| a. | $50,000 on or before July 14, 2022 (paid) |
|
| b. | $75,000 on or before July 14, 2023 (paid) |
|
| iii. | Incur expenditures on the Underlying Claims as follows: |
|
| a. | $60,000 on or before July 14, 2022 (completed) |
|
| b. | Additional $100,000 on or before July 14, 2023 (completed) |
As at October 31, 2025, the Company held a 100% interest in the Jake Property.
5. SHARE CAPITAL AND RESERVES
(a) Authorized share capital
As at October 31, 2025 and 2024, the authorized share capital of the Company comprised an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
No preferred shares have been issued to date. All issued common shares are fully paid.
| 10 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
Shares issued during the three months ended October 31, 2025
On August 20, 2025, 357,144 shares were issued upon the exercise of flow-through warrants with an exercise price of $0.60 for proceeds of $214,286.
On October 14, 2025, 25,407 shares were issued upon the exercise of non-flow through warrants with an exercise price of $0.60 for proceeds of $15,200.
Shares issued during the three months ended October 31, 2024
The Company did not issue any shares during the three months ended October 31, 2024.
Flow-through shares premium liability and expenditures commitment
During the three months ended October 31, 2025, the Company completed an issuance of flow-through shares upon the exercise of flow-through warrants for total gross proceeds of $214,286.
The Company did not recognize any flow-through share premium liability for the 357,144 flow-through units issued on August 20, 2025, as the unit price was lower than the closing quote at $0.69 on August 20, 2025.
Future Flow-through shares commitments
As at October 31, 2025, the Company had $84,119 in unspent flow-through proceeds that remains to be incurred on eligible exploration expenditures related to the 357,144 flow-through shares issued upon the exercise of flow-through warrants on August 20, 2025 for proceeds of $214,286.
(b) Warrants
Share purchase warrants transactions are summarized as follows:
|
|
| Number of Outstanding Warrants |
|
| Weighted Average Exercise Price |
| ||
| Balance, July 31, 2023 |
|
| 2,750,000 |
|
| $ | 0.20 |
|
| Issued |
|
| 1,538,889 |
|
|
| 0.18 |
|
| Exercised |
|
| (3,400,000 | ) |
|
| 0.19 |
|
| Balance, July 31 & October 31, 2024 |
|
| 888,889 |
|
| $ | 0.20 |
|
| Issued |
|
| 5,000,000 |
|
|
| 0.60 |
|
| Exercised |
|
| (750,000 | ) |
|
| 0.20 |
|
| Balance, July 31, 2025 |
|
| 5,138,889 |
|
| $ | 0.59 |
|
| Exercised |
|
| (382,551 | ) |
|
| 0.60 |
|
| Balance, October 31, 2025 |
|
| 4,756,338 |
|
| $ | 0.59 |
|
| 11 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
As at October 31, 2025, stock warrants outstanding and exercisable are as follows:
|
|
| Outstanding Options |
|
| Exercise Price |
| ||
| October 30, 2028 |
|
| 138,889 |
|
| $ | 0.18 |
|
| March 18, 2026 |
|
| 4,617,449 |
|
| $ | 0.60 |
|
As at October 31, 2025, the weighted average remaining of the outstanding warrants was 0.45 years.
(c) Options
Stock option transactions are summarized as follows:
|
|
| Number of Outstanding Options |
|
| Weighted Average Exercise Price |
| ||
| Balance, July 31, 2023 and 2024 |
|
| 4,200,000 |
|
| $ | 0.20 |
|
| Granted |
|
| 1,000,000 |
|
|
| 0.60 |
|
| Balance, July 31 & October 31, 2025 |
|
| 5,200,000 |
|
| $ | 0.28 |
|
As at October 31, 2025, stock options outstanding and exercisable are as follows:
|
|
| Outstanding Options |
|
| Exercise Price |
| ||
| October 31, 2027 |
|
| 3,204,300 |
|
| $ | 0.20 |
|
| April 24, 2028 |
|
| 500,000 |
|
| $ | 0.77 |
|
| January 15, 2030 |
|
| 500,000 |
|
| $ | 0.44 |
|
| January 11, 2032 |
|
| 995,700 |
|
| $ | 0.20 |
|
As at October 31, 2025, the weighted average remaining life of the outstanding options was 3.06 years.
On October 31, 2022, the Company granted 3,204,300 stock options to two directors of the Company at an exercise of $0.20 per option for a period of 5 years. The options fully vested as granted and valued at $640,860 using the Black- Scholes option pricing model with the following weighted average assumptions: expected life of 5 years, volatility of 478%, dividend yield of 0%, and risk- free rate of 3.43%. The fair value of the stock options granted was recognized to equity-settled share-based compensation in the amount of $640,860 in the year ended July 31, 2023.
On January 15, 2025, 500,000 stock options to two consultants of the Company at an exercise of $0.435 per option for a period of 5 years. 125,000 stock options were fully vested on January 15, 2025. 125,000 stock options will be fully vested on April 15, 2025. 125,000 stock options will be fully vested on July 15, 2025. 125,000 stock options will be fully vested on October 15, 2025. The grant date fair value of these options were valued at $190,500 using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of 5 years, volatility of 130%, dividend yield of 0%, and risk- free rate of 3.14%. The portion of the fair value of the stock options vested according to the graded vesting method was recognized to equity-settled share-based compensation in the amount of $13,258 in the three months ended October 31, 2025.
| 12 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
On April 24, 2025, 500,000 stock options to a consultant of the Company at an exercise of $0.77 per option for a period of 3 years. 500,000 stock options were fully vested on the date of grant. The grant date fair value of these options were valued at $239,500 using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of 3 years, volatility of 92%, dividend yield of 0%, and risk- free rate of 2.61%. The fair value of the stock options granted was recognized to equity-settled share-based compensation in the amount of $239,500.
6. AMOUNTS PAYABLE AND OTHER LIABILITIES
| October 31, 2025 |
|
| July 31, 2025 |
| ||||
| Amounts payable |
| $ | 46,974 |
|
| $ | 125,561 |
|
| Accrued liabilities |
|
| 4,525 |
|
|
| 141,254 |
|
|
|
| $ | 51,499 |
|
| $ | 266,815 |
|
7. RELATED PARTY BALANCES AND TRANSACTIONS
(a) Transactions with Key Management Personnel
Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition, include the directors of the Company.
The Company compensated key management personnel as follows:
| Three months ended October 31, | ||||||||
|
|
| 2025 |
|
| 2024 |
| ||
| Administrative fees * |
| $ | 3,630 |
|
| $ | 2,805 |
|
| Fees paid to the entity controlled by CFO |
|
| 3,000 |
|
|
| 3,000 |
|
| Fees paid to the entity controlled by a Director |
|
| - |
|
|
| 7,865 |
|
| Equity-settled share-based compensation |
| $ | - |
|
| $ | - |
|
*Administrative fees include salaries, director’s fees, and amounts paid to Hunter Dickinson Services Inc. (“HDSI”) (note 7(b)) for the services provided to the Company by the CEO and a director of the Company.
(b) Entities with Significant Influence over the Company
Hunter Dickinson Inc. (“HDI”)
Hunter Dickinson Inc. (“HDI”) and its wholly owned subsidiary, HDSI, are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company receives services from a number of related contractors, and it is at the Company’s discretion that HDSI provides certain contract services.
The Company’s CEO and Corporate Secretary is employed by HDSI and works for the Company under an employee secondment arrangement between the Company and HDSI.
| 13 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
Pursuant to an agreement dated July 2, 2010, HDSI provides certain technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts.
The Company is not obligated to require any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged with the Company.
HDSI also incurs third-party costs on behalf of the Company and such third-party costs include, for example, directors’ and officers’ insurance. These third- party costs are billed to the Company at cost without markup.
There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI.
The following is a summary of transactions with HDSI that occurred during the reporting period:
| Three months ended October 31, | ||||||||
|
|
| 2025 |
|
| 2024 |
| ||
| Service charges based on management services agreement |
| $ | 24,972 |
|
| $ | 19,586 |
|
| Office lease |
|
| 5,173 |
|
|
| 4,930 |
|
| Reimbursement of third-party expenses |
|
| 1,680 |
|
|
| 1,782 |
|
| Total |
| $ | 31,825 |
|
| $ | 26,298 |
|
United Mineral Services (“UMS”)
UMS is a private company controlled by a director of the Company. The Company was engaged with UMS in the acquisition and exploration of mineral property interests (Note 4 (b)).
During the three months ended October 31, 2025, the Company paid $Nil (2024 - $11,140) of service fees and reimbursable expenses of $214 (2024 - $284) to UMS.
(c) Payables due to related parties
The following is a summary of amounts due to related parties:
| October 31, 2025 |
|
| July 31, 2025 |
| ||||
| Balance payable to HDSI |
| $ | 19,385 |
|
| $ | 3,409 |
|
| Balance payable to the entity controlled by the CFO |
|
| 1,050 |
|
|
| 1,050 |
|
| Total amount due to related parties |
| $ | 20,435 |
|
| $ | 4,459 |
|
| 14 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
8. OPERATING SEGMENTS
The Company operates in a single reportable operating segment – the acquisition, exploration, and evaluation of mineral property interests. The Company is currently focusing on the acquisition and exploration of mineral property interests in BC, Canada. The Company’s long-term assets are located only in Canada.
9. FINANCIAL INSTRUMENTS
Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:
|
| Level 1: | quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
|
|
|
| Level 2: | inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
|
|
|
|
|
| Level 3: | inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The carrying value of cash, amounts receivable, amounts payable and other liabilities, due to a related party, and loan payable approximates fair value due to the short-term nature of the financial instruments. Cash is classified as fair value through profit or loss and measured at fair value using level 1 inputs.
10. FINANCIAL RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
(a) Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and amounts receivable. The Company limits its exposure to credit risk on liquid financial assets by only investing its cash with high- credit quality financial institutions in business and savings accounts. Receivables are due primarily from a government agency. The carrying value of the Company's cash and amounts receivable represent the maximum exposure to credit risk.
(b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company does not have sufficient capital in order to meet short-term business requirements, and accordingly is exposed to liquidity risk.
| 15 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
The following obligations existed as at October 31, 2025:
|
|
| Total |
|
| Within 1 year |
|
| 1-5 years |
| |||
| Amounts payable and other liabilities |
| $ | 51,499 |
|
| $ | 51,499 |
|
| $ | - |
|
| Due to related parties |
|
| 20,435 |
|
|
| 20,435 |
|
|
| - |
|
| Lease liability |
|
| 6,880 |
|
|
| 6,880 |
|
|
| - |
|
| Total |
| $ | 78,814 |
|
| $ | 78,814 |
|
| $ | - |
|
The following obligations existed as at October 31, 2024:
|
|
| Total |
|
| Within 1 year |
|
| 1-5 years |
| |||
| Amounts payable and other liabilities |
| $ | 14,011 |
|
| $ | 6,011 |
|
| $ | 8,000 |
|
| Due to related parties |
|
| 14,237 |
|
|
| 14,237 |
|
|
| - |
|
| Lease liability |
|
| 19,466 |
|
|
| 12,586 |
|
|
| 6,880 |
|
| Total |
| $ | 47,714 |
|
| $ | 32,834 |
|
| $ | 14,880 |
|
(c) Interest rate risk
The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss because of a decrease in the fair value of any demand bank investment certificates included in cash as they are generally held with large financial institutions. The Company from time to time has debt instruments and is exposed to risk in the event of interest rate fluctuations. The Company has not entered any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations.
(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The Company is not subject to significant market risk.
(e) Capital management objectives
The Company's primary objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to potentially provide returns for shareholders, and to have sufficient liquidity available to fund ongoing expenditures and suitable business opportunities as they arise.
The Company considers the components of shareholders' equity (deficiency) as capital. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue equity, sell assets, or return capital to shareholders as well as issue or repay debt.
The Company's investment policy is to invest its cash in highly liquid short–term interest–bearing investments having maturity dates of three months or less from the date of acquisition and that are readily convertible to known amounts of cash.
| 16 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
There were no changes to the Company's approach to capital management during the three months ended October 31, 2025.
The Company is not subject to any externally imposed equity requirements.
11. OFFICE LEASE – RIGHT OF USE ASSET AND LEASE LIABILITY
The Company subleases corporate offices in Vancouver, BC from HDSI under a lease agreement dated May 1,2021 and the lease expires on April 29, 2026. According to IFRS 16 Leases, the Company recorded a right-of-use asset and lease liability regarding its office lease.
(a) Right-of-use asset
As at October 31, 2025, $4,948 of right-of-use asset was recorded as follows:
| Balance, July 31, 2024 |
| $ | 17,316 |
|
| Amortization |
|
| (2,473 | ) |
| Balance, October 31, 2024 |
| $ | 14,843 |
|
|
|
|
|
|
|
| Balance, July 31, 2025 |
| $ | 7,421 |
|
| Amortization |
|
| (2,473 | ) |
| Balance, October 31, 2025 |
| $ | 4,948 |
|
(b) Lease liability
On May 1, 2021, the Company entered into an office lease agreement, which resulted in a lease liability of $49,475. The lease liability represents a monthly payment of $1,066 for the period from May 1, 2021 to April 30, 2023, $1,121 for the period from May 1, 2023 to April 30, 2024, and $1,175 for the period from May 1, 2024 to April 30, 2026. The incremental borrowing rate applied to the lease liability was 12%.
| 17 |
| QUARTZ MOUNTAIN RESOURCES LTD. NOES TO THE CONDENSED CONSODLIATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (Unaudited - expressed in Canadian Dollars, unless otherwise stated) |
As at October 31, 2025, $4,948 of lease liability was recorded as follows:
| Balance, July 31, 2020 |
| $ | - |
|
| Addition |
|
| 49,475 |
|
| Lease payment – base rent portion |
|
| (2,132 | ) |
| Lease liability – accretion expense |
|
| 1,456 |
|
| Balance, July 31, 2021 |
| $ | 48,799 |
|
| Lease payment – base rent portion |
|
| (12,792 | ) |
| Lease liability – accretion expense |
|
| 5,326 |
|
| Balance, July 31, 2022 |
| $ | 41,333 |
|
| Lease payment – base rent portion |
|
| (12,956 | ) |
| Lease liability – accretion expense |
|
| 4,376 |
|
| Balance July 31, 2023 |
| $ | 32,753 |
|
| Lease payment – base rent portion |
|
| (13,612 | ) |
| Lease liability – accretion expense |
|
| 3,244 |
|
| Balance July 31, 2024 |
| $ | 22,385 |
|
| Lease payment – base rent portion |
|
| (14,104 | ) |
| Lease liability – accretion expense |
|
| 1,888 |
|
| Balance July 31, 2025 |
| $ | 10,169 |
|
| Lease payment – base rent portion |
|
| (3,526 | ) |
| Lease liability – accretion expense |
|
| 237 |
|
| Balance October 31, 2025 |
| $ | 6,880 |
|
|
|
|
|
|
|
| Current portion |
| $ | 6,880 |
|
| Long-term portion |
| $ | - |
|
The following is a schedule of the Company’s future lease payments (base rent portion):
| Fiscal 2026 (November 1, 2025 to April 30, 2026) |
|
| 7,052 |
|
| Total undiscounted lease payments |
| $ | 7,052 |
|
| Less: imputed interest |
|
| (172 | ) |
| Lease liability at October 31, 2025 |
| $ | 6,880 |
|
12. EVENTS AFTER THE REPORTING PERIOD
On November 20, 2025, 433,334 shares were issued upon the exercise of flow-through warrants with an exercise price of $0.60 for proceeds of $260,000.
| 18 |
EXHIBIT 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Trevor Thomas, Chief Executive Officer, of Quartz Mountain Resources Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Quartz Mountain Resources Ltd. (the "issuer") for the interim period ended October 31, 2025. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: December 19, 2025
/s/ Trevor Thomas
Trevor Thomas
Chief Executive Officer
| NOTE FOR READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| |
|
|
|
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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|
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| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
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The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
EXHIBIT 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Sebastian Tang, Chief Financial Officer, of Quartz Mountain Resources Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Quartz Mountain Resources Ltd. (the "issuer") for the interim period ended October 31, 2025. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: December 19, 2025
/s/ Sebastian Tang
Sebastian Tang
Chief Financial Officer
| NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| |
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
|
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
|
|
|
| The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |