MINCO CAP CORP 2025年度报告

This Management’s Discussion and Analysis (“MD&A”) of MincoCapital Corp.(“we,”“our,”“us,”“Minco Capital,” or the “Company”) has been preparedby managementbased onavailable informationuptoMarch18,2026.It shouldbe read in conjunction with theauditedfinancial statementsandrelatednotes prepared by management forthe yearsendedDecember31, 2025and 2024.The Company’s financialstatements have been prepared in accordancewithIFRS AccountingStandards (“IFRS”) as issued by theInternationalAccounting Standards Board (“IASB”). Except as noted, all financial amounts are expressed in Canadian dollars.All references to "$" and"dollars"are Canadiandollars,andall references to “US$” are United States dollars.Some dollar amountsare rounded tothousands(000) for discussion purposes.To disclosetheCompany'smaterial accountingpolicies, refer to Note 3 of the December 31, 2025, audited financial statements. AdditionalCompany information is available under the Company's profile on SEDAR+atwww.sedarplus.ca. The Company’s audit committee reviews the audited annual financial statements andthe MD&A and recommends approval to the Company’s board of directors. Minco Capital was incorporated in 1982 under the laws of British Columbia, Canada.On February 25, 2019,theCompany changed its name from Minco Gold Corporation to Minco Capital Corp.Our corporate officeis inVancouver, British Columbia.The Company’s common shares are traded on the TSX VentureExchange (“TSX-V”) under the symbol “MMM”and on the OTCQBMarkettierin the USA (“OTCQB”)under the symbol“MGHCF.” Asofthe date of this MD&A, the Company had43,175,881common sharesand5,550,000stock optionsoutstanding. Table of Contents 1.HIGHLIGHTS FOR THE YEAR AND FOURTH QUARTER..................................................................22.INVESTMENTS AT FAIR VALUE............................................................................................................23.RESULTS OF OPERATIONS.....................................................................................................................44.SUMMARY OF QUARTERLY RESULTS.................................................................................................75.LIQUIDITY AND CAPITAL RESOURCES..............................................................................................86.OFF-BALANCE SHEET ARRANGEMENTS............................................................................................97.RELATED PARTY TRANSACTIONS.......................................................................................................98.MATERIAL ACCOUNTING POLICIES.................................................................................................109.FINANCIAL INSTRUMENTS..................................................................................................................1010.INTERNAL CONTROLS OVER FINANCIAL REPORTING............................................................1011.CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION.................................11 1.Highlightsfor theYear and FourthQuarter During the year ended December 31, 2025, the Company reported net income of $4.7million, compared toa net loss of $0.4 million in 2024, primarily reflecting improved performance of the Company’s investmentportfolio. During the year ended December 31, 2025, the Company exchanged its investment in El Olivar ImperialSAC for common shares of Rama Gold Inc. pursuant to a Securities Exchange Agreement dated March 31,2025. Based on observable equity financing transactionscompleted by Rama Gold during the year, theCompany recognized an unrealized gain of approximately $575,000 from the remeasurement of theinvestment to fair value. During the three months ended December 31, 2025 (the “Fourth Quarter”), the Company actively managedits investment portfolio. The Company acquired common shares of public companies at a total cost of $3.4million and sold common shares for total proceedsof $3.5 million, resulting in a realized gain of $85,279.The Company also recorded an unrealized gain of $2.4 million and earned $36,580 in dividend and interestincome during the quarter. Subsequent to December 31, 2025, the Company invested approximately $3.1 million in publicly tradedsecurities and sold certain investments for total proceeds of approximately $3.7 million. 1.1.Netassetvalue AsofDecember 31,2025, the Company’s net asset value was $0.23per share (December 31,2024-$0.12per share),while the Company’s common shares traded at $0.09per share(December 31,2024-$0.05pershare). The Company believes that the market price of its common shares may not reflect their underlyingvalue.Underthe NCIB program, the Company hasrepurchased and cancelledits common shares. It believesusing the Company’s funds to benefit all remaining shareholders by increasing their equity interest isappropriate. The Company uses net asset value (NAV)per shareto assess its performance. The Company presentsNAVper shareto reflect a meas