Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

For the month of: February, 2025

Commission File No. 001-40381

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

Suite 1750 - 1066 W. Hastings Street

Vancouver BC, Canada V6E 3X1

(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]

Form 20-F [ ] Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]

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

Indicate by check mark if the registrant is “submitting” the Form 6-K in paper as permitted by Regulation S-T “Rule” 101(b)(7) [ ]

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 6, 2025	NEW PACIFIC METALS CORP.

	“Jalen Yuan”
	Jalen Yuan
	Chief Financial Officer

EXHIBIT INDEX

EXHIBIT	DESCRIPTION OF EXHIBIT
99.1	New Pacific Metals Corp. Financial Statements for the period ended December 31, 2024
99.2	New Pacific Metals Corp. MD&A for the period ended December 31, 2024
99.3	Form 52-109F2 Certificate of Interim Filings – full certificate – CEO
99.4	Form 52-109F2 Certificate of Interim Filings – full certificate – CFO

Exhibit 99.1

Unaudited Condensed CONSOLIDATED interim FINANCIAL STATEMENTS

For the three and six months ended December 31, 2024 and 2023

(Expressed in United States Dollars)

New Pacific Metals Corp.

Unaudited Condensed Consolidated Interim Statements of Financial Position

(Expressed in US dollars)

	Notes	December 31, 2024			June 30, 2024
ASSETS
Current Assets
Cash and cash equivalents	13	$	18,061,992		$	21,950,211
Short-term investments			247,795			258,702
Receivables			44,173			51,340
Deposits and prepayments			318,213			338,824
			18,672,173			22,599,077
Non-current Assets
Equity investments			43,537			56,539
Property, Plant and equipment	4		1,152,068			1,244,530
Mineral property interests	5		114,654,730			113,765,931
TOTAL ASSETS		$	134,522,508		$	137,666,077

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities	6	$	1,001,282		$	1,163,836
Due to a related party	7		37,825			50,302
			1,039,107			1,214,138
Total Liabilities			1,039,107			1,214,138

Equity
Share capital	8		182,757,685			182,010,834
Share-based payment reserve			20,439,827			19,931,083
Accumulated other comprehensive income			6,931,403			9,311,400
Deficit			(76,645,514	)		(74,645,012	)
Total equity attributable to the equity holders of the Company			133,483,401			136,608,305
Non-controlling interests	9		-			(156,366	)
Total Equity			133,483,401			136,451,939

TOTAL LIABILITIES AND EQUITY		$	134,522,508		$	137,666,077

Approved on behalf of the Board:

(Signed) Maria Tang
Director

(Signed) Andrew Williams
Director

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed Consolidated Interim Statements of Loss

(Expressed in US dollars)

		Three months ended December 31,						Six Months Ended December 31,
	Notes	2024			2023			2024			2023
Operating expense
Project evaluation and corporate development		$	(5,337	)	$	(76,553	)	$	(15,777	)	$	(189,537	)
Depreciation	4		(49,782	)		(54,345	)		(99,720	)		(104,958	)
Filing and listing			(65,878	)		(85,109	)		(169,196	)		(167,031	)
Investor relations			(36,671	)		(53,340	)		(202,928	)		(144,103	)
Professional fees			(109,436	)		(106,685	)		(219,229	)		(193,091	)
Salaries and benefits			(441,926	)		(650,973	)		(849,318	)		(1,101,112	)
Office and administration			(485,940	)		(379,675	)		(788,355	)		(712,461	)
Share-based compensation	8(b)		(395,670	)		(412,077	)		(855,598	)		(1,075,099	)
			(1,590,640	)		(1,818,757	)		(3,200,121	)		(3,687,392	)

Other income
Income from investments	3	$	190,040		$	275,020		$	440,338		$	295,294
Gain on disposal of property, plant and equipment			-			-			-			51,418
Foreign exchange gain			635,941			16,666			736,116			66,995
			825,981			291,686			1,176,454			413,707

Net loss		$	(764,659	)	$	(1,527,071	)	$	(2,023,667	)	$	(3,273,685	)

Attributable to:
Equity holders of the Company		$	(742,869	)	$	(1,524,108	)	$	(2,000,502	)	$	(3,270,124	)
Non-controlling interests	9		(21,790	)		(2,963	)		(23,165	)		(3,561	)
Net loss		$	(764,659	)	$	(1,527,071	)	$	(2,023,667	)	$	(3,273,685	)

Loss per share attributable to the equity holders of the Company
Loss per share - basic and diluted		$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares - basic and diluted			171,526,721			170,936,494			171,471,452			164,334,249

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss

(Expressed in US dollars)

		Three months ended December 31,						Six Months Ended December 31,
	Notes	2024			2023			2024			2023

Net loss		$	(764,659	)	$	(1,527,071	)	$	(2,023,667	)	$	(3,273,685	)
Other comprehensive income (loss), net of taxes:
Items that may subsequently be reclassified to net income (loss):
Currency translation adjustment, net of tax of $nil			(2,687,111	)		858,251			(2,032,275	)		528,380
Items reclassified to net income:
Cumulative translation adjustment upon wind-up of a subsidiary			(464,256	)		-			(464,256	)		-
Other comprehensive income (loss), net of taxes		$	(3,151,367	)	$	858,251		$	(2,496,531	)	$	528,380

Attributable to:
Equity holders of the Company		$	(3,031,018	)	$	855,030		$	(2,379,997	)	$	566,228
Non-controlling interests	9		(120,349	)		3,221			(116,534	)		(37,848	)
Other comprehensive income (loss), net of taxes		$	(3,151,367	)	$	858,251		$	(2,496,531	)	$	528,380
Total comprehensive loss, net of taxes		$	(3,916,026	)	$	(668,820	)	$	(4,520,198	)	$	(2,745,305	)

Attributable to:
Equity holders of the Company		$	(3,773,887	)	$	(669,078	)	$	(4,380,499	)	$	(2,703,896	)
Non-controlling interests	9		(142,139	)		258			(139,699	)		(41,409	)
Total comprehensive loss, net of taxes		$	(3,916,026	)	$	(668,820	)	$	(4,520,198	)	$	(2,745,305	)

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed Consolidated Interim Statements of Cash Flows

(Expressed in US dollars)

		Three months ended December 31,						Six Months Ended December 31,
	Notes	2024			2023			2024			2023

Operating activities
Net loss		$	(764,659	)	$	(1,527,071	)	$	(2,023,667	)	$	(3,273,685	)
Add (deduct) items not affecting cash:
Income from investments	3		(190,040	)		(275,020	)		(440,338	)		(295,294	)
Depreciation	4		49,782			54,345			99,720			104,958
Gain on disposal of property, plant and equipment			-			-			-			(51,418	)
Share-based compensation	8(b)		395,670			358,359			855,598			1,034,498
Foreign exchange gain			(635,941	)		(16,666	)		(736,116	)		(66,995	)
Changes in non-cash operating working capital	13		(194,792	)		(886,642	)		(5,895	)		(287,429	)
Interest received	3		197,321			276,590			461,917			300,721
Net cash used in operating activities			(1,142,659	)		(2,016,105	)		(1,788,781	)		(2,534,644	)

Investing activities
Mineral property interest
Capital expenditures			(574,953	)		(786,430	)		(1,447,677	)		(2,983,215	)
Property, plant and equipment
Additions	4		(4,384	)		(1,788	)		(7,848	)		(135,706	)
Proceeds on disposals	4		-			-			-			58,776
Net cash used in investing activities			(579,337	)		(788,218	)		(1,455,525	)		(3,060,145	)

Financing activities
Proceeds from issuance of common shares for bought deal, net of transaction and issuance costs	8(c)		-			-			-			24,446,086
Proceeds from issuance of common shares for option exercised			3,773			71,629			3,773			135,684
Net cash provided by financing activities			3,773			71,629			3,773			24,581,770

Effect of exchange rate changes on cash			(1,175,672	)		552,164			(647,686	)		553,863

Increase (decrease) in cash			(2,893,895	)		(2,180,530	)		(3,888,219	)		19,540,844

Cash and cash equivalent, beginning of the period			20,955,887			28,017,686			21,950,211			6,296,312

Cash and cash equivalent, end of the period		$	18,061,992		$	25,837,156		$	18,061,992		$	25,837,156
Supplementary cash flow information	13

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

		Share capital							Accumulated						Total equity attributable to
	Notes	Number of common shares issued		Amount		Share-based payment reserve			other comprehensive income (loss)			Deficit			the equity holders of the Company			Non-controlling interests			Total equity
Balance, July 1, 2023			157,491,172	$	155,840,052	$	18,636,297		$	10,227,980		$	(68,623,306	)	$	116,081,023		$	(110,137	)	$	115,970,886
Options exercised	8(b)(i)		85,000		197,213		(61,529	)		-			-			135,684			-			135,684
Restricted share units distributed	8(b)(ii)		259,210		746,526		(746,526	)		-			-			-			-			-
Share-based compensation			-		-		1,194,965			-			-			1,194,965			-			1,194,965
Common shares issued through bought deal financing	8(c)		13,208,000		24,446,086		-			-			-			24,446,086			-			24,446,086
Net loss			-		-		-			-			(3,270,124	)		(3,270,124	)		(3,561	)		(3,273,685	)
Currency translation adjustment			-		-		-			566,228			-			566,228			(37,848	)		528,380
Balance, December 31, 2023			171,043,382	$	181,229,877	$	19,023,207		$	10,794,208		$	(71,893,430	)	$	139,153,862		$	(151,546	)	$	139,002,316
Restricted share units distributed			255,737		780,957		(780,957	)		-			-			-			-			-
Share-based compensation			-		-		1,688,833			-			-			1,688,833			-			1,688,833
Net loss			-		-		-			-			(2,751,582	)		(2,751,582	)		(2,011	)		(2,753,593	)
Currency translation adjustment			-		-		-			(1,482,808	)					(1,482,808	)		(2,809	)		(1,485,617	)
Balance, June 30, 2024			171,299,119	$	182,010,834	$	19,931,083		$	9,311,400		$	(74,645,012	)	$	136,608,305		$	(156,366	)	$	136,451,939
Options exercised	8(b)(i)		2,500		5,086		(1,313	)		-			-			3,773			-			3,773
Restricted share units distributed	8(b)(ii)		338,594		741,765		(741,765	)		-			-			-			-			-
Share-based compensation	8(b)		-		-		1,251,822			-			-			1,251,822			-			1,251,822
Derecognition upon wind-up of a subsidiary			-		-		-			-			-			-			296,065			296,065
Net loss			-		-		-			-			(2,000,502	)		(2,000,502	)		(23,165	)		(2,023,667	)
Currency translation adjustment			-		-		-			(2,379,997	)		-			(2,379,997	)		(116,534	)		(2,496,531	)
Balance, December 31, 2024			171,640,213	$	182,757,685	$	20,439,827		$	6,931,403		$	(76,645,514	)	$	133,483,401		$	-		$	133,483,401

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

1.	CORPORATE INFORMATION

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

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

2.	MATERIAL ACCOUNTING POLICY INFORMATION

(a)

Statement of Compliance and Basis of Preparation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2024. These unaudited condensed consolidated interim financial statements follow the same accounting policies, estimates and judgements set out in Note 2 to the audited consolidated financial statements for the year ended June 30, 2024.

The Company reclassified the changes in “other tax receivable” under investing activities of $50,170 and $104,466, respectively to “capital expenditures” on the Consolidated Interim Statements of Cash Flows for the three and six months comparative period ended December 31, 2023 under “mineral property interest”. The change in presentation, effective July 1, 2022, did not have an effect on the Company’s total assets, net assets, results of operations, loss per share or net cash flows.

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

The unaudited condensed consolidated interim financial statements of the Company as at and for the three and six months ended December 31, 2024 and 2023 were approved and authorized for issuance in accordance with a resolution of the Board of Directors (the “Board”) dated on February 5, 2025.

(b)

Basis of Consolidation

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

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary; and has the ability to use its power

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New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

to affect its returns. For non-wholly-owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statements of financial position. Net income or loss for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary.

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

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

			Proportion of ownership interest held
		Country of	December 31,			June 30,			Mineral
Name of subsidiaries	Principal activity	incorporation	2024			2024			properties
New Pacific Offshore Inc.	Holding company	BVI (i)		100	%		100	%
SKN Nickel & Platinum Ltd.	Holding company	BVI		100	%		100	%
Glory Metals Investment Corp. Limited	Holding company	Hong Kong		100	%		100	%
New Pacific Investment Corp. Limited	Holding company	Hong Kong		100	%		100	%
New Pacific Andes Corp. Limited	Holding company	Hong Kong		100	%		100	%
Fortress Mining Inc.	Holding company	BVI		100	%		100	%
New Pacific Success Inc.	Holding company	BVI		100	%		100	%
New Pacific Forward Inc.	Holding company	BVI		100	%		100	%
Minera Alcira S.A.	Mining company	Bolivia		100	%		100	%	Silver Sand
NPM Minerales S.A.	Mining company	Bolivia		100	%		100	%
Colquehuasi S.R.L.	Mining company	Bolivia		100	%		100	%	Silverstrike
Minera Hastings S.R.L.	Mining company	Bolivia		100	%		100	%	Carangas
Qinghai Found Mining Co., Ltd.⁽ⁱⁱ⁾	Mining company	China		0	%		82	%

(i) British Virgin Islands (“BVI”)

(ii) Qinghai Found Mining Co., Ltd. was wound-up on November 22, 2024

3.	INCOME FROM INVESTMENTS

Income from investments consist of:

	Three months ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
Fair value change on equity investments	$	(7,972	)	$	(11,626	)	$	(10,672	)	$	(5,141	)
Fair value change on bonds		691			10,056			(10,907	)		(286	)
Interest income		197,321			276,590			461,917			300,721
Income from investments	$	190,040		$	275,020		$	440,338		$	295,294

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New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

4.	PROPERTY, PLANT AND EQUIPMENT

Cost	Land and building		Machinery			Motor vehicles			Office equipment and furniture			Computer software			Total
Balance, July 1, 2023	$	630,000	$	485,617		$	579,032		$	267,275		$	93,515			2,055,439
Additions		-		1,023			-			136,171			-			137,194
Disposals		-		-			(110,838	)		(30,709	)		-			(141,547	)
Reclassifed among asset groups		-		(18,296	)		18,296			-			-			-
Reclassifed to mineral property interests		-		(10,685	)		-			-			-			(10,685	)
Foreign currency translation impact		-		-			-			(3,209	)		(3,054	)		(6,263	)
Balance, June 30, 2024	$	630,000	$	457,659		$	486,490		$	369,528		$	90,461		$	2,034,138
Additions		-		-			-			7,848			-			7,848
Foreign currency translation impact		-		-			-			(4,636	)		(4,413	)		(9,049	)
Balance, December 31, 2024	$	630,000	$	457,659		$	486,490		$	372,740		$	86,048		$	2,032,937

Accumulated depreciation and amortization
Balance, July 1, 2023	$	-	$	(170,912	)	$	(296,910	)	$	(177,284	)	$	(70,494	)	$	(715,600	)
Depreciation		-		(60,682	)		(94,549	)		(46,349	)		(11,711	)		(213,291	)
Disposals		-		-			110,837			23,352			-			134,189
Foreign currency translation impact		-		-			-			2,676			2,418			5,094
Balance, June 30, 2024	$	-	$	(231,594	)	$	(280,622	)	$	(197,605	)	$	(79,787	)	$	(789,608	)
Depreciation		-		(30,547	)		(40,147	)		(23,281	)		(5,745	)		(99,720	)
Foreign currency translation impact		-		-			-			4,336			4,123			8,459
Balance, December 31, 2024	$	-	$	(262,141	)	$	(320,769	)	$	(216,550	)	$	(81,409	)	$	(880,869	)

Carrying amount
Balance, June 30, 2024	$	630,000	$	226,065		$	205,868		$	171,923		$	10,674		$	1,244,530
Balance, December 31, 2024	$	630,000	$	195,518		$	165,721		$	156,190		$	4,639		$	1,152,068

For the three and six months ended December 31, 2024, certain equipment were disposed for proceeds of $nil and $nil, respectively, (three and six months ended December 31, 2023 - $nil and $58,776, respectively) and gain of $nil and $nil, respectively (three and six months ended December 31, 2023 - $nil and $51,418, respectively).

5.	MINERAL PROPERTY INTERESTS

(a)

Silver Sand Project

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

For the three and six months ended December 30, 2024, total expenditures of $418,680 and $935,787, respectively (three and six months ended December 31, 2023 - $413,362 and $1,379,261, respectively) were capitalized under the project.

(b)

Carangas Project

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

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New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

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

For the three and six months ended December 31, 2024, total expenditures of $387,175 and $750,396, respectively (three and six months ended December 31, 2023 - $321,877 and $936,734, respectively) were capitalized under the project.

(c)

Silverstrike Project

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

For the three and six months ended December 31, 2024, total expenditures of $5,736 and $31,879, respectively (three and six months ended December 31, 2023 - $10,125 and $77,441, respectively) were capitalized under the project.

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

Cost	Silver Sand			Carangas			Silverstrike			Total
Balance, July 1, 2023		86,135,820			18,137,910			4,862,942			109,136,672
Capitalized exploration expenditures
Reporting and assessment		999,402			408,874			-			1,408,276
Drilling and assaying		47,217			23,894			-			71,111
Project management and support		1,765,297			1,079,177			63,919			2,908,393
Camp service		249,764			241,945			36,754			528,463
Permit and license		33,073			9,308			-			42,381
Value added tax receivable		112,332			31,061			979			144,372
Foreign currency impact		(365,571	)		(78,127	)		(30,039	)		(473,737	)
Balance, June 30, 2024		88,977,334			19,854,042			4,934,555			113,765,931
Capitalized exploration expenditures
Reporting and assessment		87,855			123,090			-			210,945
Drilling and assaying		-			6,763			-			6,763
Project management and support		670,260			511,156			21,349			1,202,765
Camp service		115,301			67,554			9,514			192,369
Permit and license		3,175			34,023			-			37,198
Value added tax receivable		59,196			7,810			1,016			68,022
Foreign currency impact		(614,287	)		(171,199	)		(43,777	)		(829,263	)
Balance, December 31, 2024		89,298,834			20,433,239			4,922,657			114,654,730

6.	TRADE AND OTHER PAYABLES

Trade and other payable consist of:

	December 31, 2024		June 30, 2024
Trade payable	$	333,828	$	575,268
Accrued liabilities		667,454		588,568
	$	1,001,282	$	1,163,836

Page | 10

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

7.	RELATED PARTY TRANSACTIONS

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

Due to a related party		December 31, 2024				June 30, 2024
Silvercorp Metals Inc.		$	37,825			$	50,302

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director and one officer (June 30, 2024 – one director) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the three and six months ended December 31, 2024 were $278,094 and $495,753, respectively (three and six months ended December 31, 2023 - $193,296 and $409,487, respectively).

(b)	Compensation of key management personnel

The remuneration of directors and other members of key management personnel for the three and six months ended December 31, 2024 and 2023 are as follows:

	Three months ended December 31,				Six months ended December 31,
	2024		2023		2024		2023
Director’s cash compensation	$	16,086	$	26,892	$	32,580	$	42,112
Director’s share-based compensation		108,124		118,698		228,194		258,275
Key management’s cash compensation		113,555		289,507		279,522		585,871
Key management’s share-based compensation		232,162		402,154		496,737		884,777
	$	469,927	$	837,251	$	1,037,033	$	1,771,035

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

8.	SHARE CAPITAL

(a)

Share Capital - authorized share capital

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

(b)

Share-based compensation

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

For the three and six months ended December 31, 2024, a total of $395,670 and $855,598, respectively (three and six months ended December 31, 2023 - $412,077 and $1,075,099, respectively) was recorded as share-based compensation expense.

Page | 11

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

For the three and six months ended December 31, 2024, a total of $nil and $nil, respectively (three and six months ended December 31, 2023 – reduction of $(53,718) and $(40,604), respectively) were included in the project evaluation and corporate development expense.

For the three and six months ended December 31, 2024, a total of $184,421 and $396,224, respectively (three and six months ended December 31, 2023 – reduction of $(56,606) and addition of $160,467, respectively) was capitalized under mineral property interests.

(i)

Stock options

The continuity schedule of stock options, as at December 31, 2024, is as follows:

	Number of options			Weighted average exercise price (CAD$)
Balance, July 1, 2023		3,957,167		$	3.37
Options granted		1,335,000			2.10
Options exercised		(85,000	)		2.15
Options forfeited		(745,000	)		3.68
Options expired		(689,167	)		2.15
Balance, June 30, 2024		3,773,000		$	3.11
Options exercised		(2,500	)	$	2.10
Options forfeited		(35,000	)		3.35
Balance, December 31, 2024		3,735,500		$	3.11

The following table summarizes information about stock options outstanding as at December 31, 2024:

				Weighted				Weighted
		Number of options		average remaining		Number of options		average
Exercise prices (CAD$)		outstanding as at December 31, 2024		contractual life (years)		exercisable as at December 31, 2024		exercise price (CAD$)
$	2.10		1,313,500		4.04		216,834	$	2.10
	3.33		533,000		2.09		444,167		3.33
	3.42		753,000		3.05		376,500		3.42
	3.67		120,000		3.06		60,000		3.67
	3.89		10,000		2.14		8,334		3.89
	3.92		50,000		3.29		25,000		3.92
	4.00		956,000		2.43		796,667		4.00
$	2.10 - $4.00		3,735,500		3.11		1,927,502	$	3.51

Page | 12

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

(ii)

RSUs

The continuity schedule of RSUs, as at December 31, 2024, is as follows:

	Number of shares			Weighted average grant date closing price per share (CAD$)
Balance, July 1, 2023		1,897,160		$	3.79
Granted		1,024,000			2.10
Forfeited		(278,999	)		3.67
Distributed		(514,947	)		4.00
Balance, June 30, 2024		2,127,214		$	2.94
Forfeited		(10,834	)		2.10
Distributed		(338,594	)		3.06
Balance, December 31, 2024		1,777,786		$	2.92

Subsequent to December 31, 2024, a total of 110,586 RSUs were vested and distributed.

(c)

Bought deal financing

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

9.	NON-CONTROLLING INTEREST

	Qinghai Found
Balance, July 1, 2023	$	(110,137	)
Share of net loss		(5,572	)
Share of other comprehensive loss		(40,657	)
Balance, June 30, 2024	$	(156,366	)
Share of net loss		(23,165	)
Share of other comprehensive loss		(116,534	)
Derecognition upon wind-up of a subsidiary		296,065
Balance, December 31, 2024	$	-

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

As at December 31, 2024, the non-controlling interest in the Company’s subsidiary Qinghai Found was 0% (June 30, 2024 - 18%).

10.

FINANCIAL INSTRUMENTS

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

Page | 13

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

(a)

Fair Value

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

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

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

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

The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2024 and June 30, 2024 that are not otherwise disclosed. As required by IFRS 13, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair value as at December 31, 2024
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalent	$	18,061,992	$	-	$	-	$	18,061,992
Short-term investment - bonds		247,795		-		-		247,795
Equity investments		43,537		-		-		43,537

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

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of December 31, 2024, and June 30, 2024, respectively, due to the short-term nature of these instruments.

There were no transfers into or out of Level 1, 2, or 3 during the six months ended December 31, 2024.

(b)

Liquidity Risk

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short term business requirements. As at December 31, 2024, the Company had a working capital position of $17,633,066 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration and development expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

Page | 14

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

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

	December 31, 2024				June 30, 2024
	Due within a year		Total		Total
Accounts payable and accrued liabilities	$	1,001,282	$	1,001,282	$	1,163,836
Due to a related party		37,825	$	37,825		50,302
	$	1,039,107	$	1,039,107	$	1,214,138

(c)

Foreign Exchange Risk

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

Financial assets denominated in foreign currencies other than relevant functional currency	December 31, 2024		June 30, 2024
United States dollars	$	718,131	$	331,138
Bolivianos		587,760		261,353
Total	$	1,305,891	$	592,491

Financial liabilities denominated in foreign currencies other than relevant functional currency
United States dollars	$	54,988	$	57,116
Bolivianos		416,164		520,046
Total	$	471,152	$	577,162

As at December 31, 2024, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $6,600.

As at December 31, 2024, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $1,700.

(d)

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of December 31, 2024. The Company, from time to time, also owns cashable guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

Page | 15

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

(e)

Credit Risk

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

The Company has deposits of cash and cash equivalent that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash and cash equivalent is held with major financial institutions. Bonds by nature are exposed to more credit risk than cash and cash equivalent. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at December 31, 2024, the Company had a receivables balance of $44,173 (June 30, 2024 - $51,340).

(f)

Equity Price Risk

The Company holds certain marketable securities and bonds that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at December 31, 2024, a 10% increase (decrease) in the market price of the securities held, ignoring any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $29,000.

11.

CAPITAL MANAGEMENT

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

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

12.

SEGMENTED INFORMATION

As at and for the six months ended December 31, 2024, the Company operates in four (as at and for the six months ended December 31, 2023 – four) reportable operating segments, one being the corporate segment; the other three being the exploration and development segments based on mineral properties in Bolivia. These reportable segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s Chief Executive Officer, the chief operating decision maker (“CODM”).

Page | 16

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

(a)

Segment information for assets and liabilities are as follows:

	December 31, 2024
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Cash and cash equivalents	$	17,736,876		$	204,056		$	106,380		$	14,680		$	18,061,992
Short-term investments		247,795			-			-			-			247,795
Equity investments		43,537			-			-			-			43,537
Plant and equipment		171,684			311,836			25,772			642,776			1,152,068
Mineral property interests		-			89,298,834			20,433,239			4,922,657			114,654,730
Other assets		344,175			6,163			10,755			1,293			362,386
Total Assets	$	18,544,067		$	89,820,889		$	20,576,146		$	5,581,406		$	134,522,508

Total Liabilities	$	(834,813	)	$	(192,827	)	$	(10,804	)	$	(663	)	$	(1,039,107	)

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

Total Liabilities	$	(955,500	)	$	(171,108	)	$	(81,574	)	$	(5,956	)	$	(1,214,138	)

Page | 17

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

(b)

Segment information for operating results are as follows:

	Three months ended December 31, 2024
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(5,337	)	$	-		$	-		$	-		$	(5,337	)
Salaries and benefits		(441,926	)		-			-			-			(441,926	)
Share-based compensation		(395,670	)		-			-			-			(395,670	)
Other operating expenses		(659,759	)		(80,673	)		(3,888	)		(3,387	)		(747,707	)
Total operating expense		(1,502,692	)		(80,673	)		(3,888	)		(3,387	)		(1,590,640	)

Income from investments		190,040			-			-			-			190,040
Foreign exchange gain		570,632			50,020			15,288			1			635,941
Net (loss) income	$	(742,020	)	$	(30,653	)	$	11,400		$	(3,386	)	$	(764,659	)

Attributed to:
Equity holders of the Company	$	(720,230	)	$	(30,653	)	$	11,400		$	(3,386	)	$	(742,869	)
Non-controlling interests		(21,790	)		-			-			-			(21,790	)
Net (loss) income	$	(742,020	)	$	(30,653	)	$	11,400		$	(3,386	)	$	(764,659	)

	Three months ended December 31, 2023
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(76,553	)		-		$	-		$	-		$	(76,553	)
Salaries and benefits		(650,973	)		-			-			-			(650,973	)
Share-based compensation		(412,077	)		-			-			-			(412,077	)
Other operating expenses		(584,179	)		(79,330	)		(10,376	)		(5,269	)		(679,154	)
Total operating expense		(1,723,782	)		(79,330	)		(10,376	)		(5,269	)		(1,818,757	)

Income from investments		275,020			-			-			-			275,020
Foreign exchange gain		16,666			-			-			-			16,666
Net loss	$	(1,432,096	)	$	(79,330	)	$	(10,376	)	$	(5,269	)	$	(1,527,071	)

Attributed to:
Equity holders of the Company	$	(1,429,133	)	$	(79,330	)	$	(10,376	)	$	(5,269	)	$	(1,524,108	)
Non-controlling interests		(2,963	)		-			-			-			(2,963	)
Net loss	$	(1,432,096	)	$	(79,330	)	$	(10,376	)	$	(5,269	)	$	(1,527,071	)

Page | 18

New Pacific Metals Corp.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the three and six months ended December 31, 2024 and 2023

(Expressed in US dollars)

	Six months ended December 31, 2024
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(13,640	)	$	(2,137	)	$	-		$	-		$	(15,777	)
Salaries and benefits		(849,318	)		-			-			-			(849,318	)
Share-based compensation		(855,598	)		-			-			-			(855,598	)
Other operating expenses		(1,265,020	)		(196,561	)		(11,696	)		(6,151	)		(1,479,428	)
Total operating expense		(2,983,576	)		(198,698	)		(11,696	)		(6,151	)		(3,200,121	)

Income from investments		440,338			-			-			-			440,338
Foreign exchange gain		639,347			67,284			29,482			3			736,116
Net (loss) income	$	(1,903,891	)	$	(131,414	)	$	17,786		$	(6,148	)	$	(2,023,667	)

Attributed to:
Equity holders of the Company	$	(1,880,726	)	$	(131,414	)	$	17,786		$	(6,148	)	$	(2,000,502	)
Non-controlling interests		(23,165	)		-			-			-			(23,165	)
Net (loss) income	$	(1,903,891	)	$	(131,414	)	$	17,786		$	(6,148	)	$	(2,023,667	)

	Six months ended December 31, 2023
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(189,537	)		-		$	-		$	-		$	(189,537	)
Salaries and benefits		(1,101,112	)		-			-			-			(1,101,112	)
Share-based compensation		(1,075,099	)		-			-			-			(1,075,099	)
Other operating expenses		(1,154,182	)		(136,112	)		(22,633	)		(8,717	)		(1,321,644	)
Total operating expense		(3,519,930	)		(136,112	)		(22,633	)		(8,717	)		(3,687,392	)

Income from investments		295,294			-			-			-			295,294
(Loss) gain on disposal of plant and equipment		(488	)		51,906			-			-			51,418
Foreign exchange gain		56,678			-			10,317			-			66,995
Net loss	$	(3,168,446	)	$	(84,206	)	$	(12,316	)	$	(8,717	)	$	(3,273,685	)

Attributed to:
Equity holders of the Company	$	(3,164,885	)	$	(84,206	)	$	(12,316	)	$	(8,717	)	$	(3,270,124	)
Non-controlling interests		(3,561	)		-			-			-			(3,561	)
Net loss	$	(3,168,446	)	$	(84,206	)	$	(12,316	)	$	(8,717	)	$	(3,273,685	)

13.

SUPPLEMENTARY CASH FLOW INFORMATION

	Three months ended December 31,						Six Months Ended December 31,
Changes in non-cash operating working capital:	2024			2023			2024			2023
Receivables	$	(15,866	)	$	64,428		$	5,483		$	85,645
Deposits and prepayments		129,364			(14,494	)		5,696			(33,798	)
Accounts payable and accrued liabilities		(268,882	)		(844,135	)		(6,632	)		(406,861	)
Due to a related party		(39,408	)		(92,441	)		(10,442	)		67,585
	$	(194,792	)	$	(886,642	)	$	(5,895	)	$	(287,429	)

	Three months ended December 31,					Six Months Ended December 31,
Non-cash capital transactions:	2024		2023			2024			2023
Reduction of capital expenditures of mineral property interest in accounts payable and accrued liabilities	$	52,217	$	(117,008	)	$	(125,838	)	$	(839,183	)
Addition of capital expenditure of mineral property interest from deposits and prepayments	$	-	$	182,718		$	-		$	182,718

Cash and cash equivalents:	December 31, 2024		June 30, 2024
Cash on hand and at bank	$	10,980,684	$	10,689,181
Cash equivalents		7,081,308		11,261,030
	$	18,061,992	$	21,950,211

Page | 19

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three and six months ended December 31, 2024

(Expressed in United States Dollars)

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

Date of Report: February 5, 2025

This management’s discussion and analysis (“MD&A”) for New Pacific Metals Corp. and its subsidiaries (collectively, “New Pacific” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three and six months ended December 31, 2024 and 2023 and the related notes contained therein. The Company prepares its financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The Company’s material accounting policy information are set out in Note 2 of the audited consolidated financial statements for the years ended June 30, 2024 and 2023. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences. This MD&A contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. All information contained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of February 5, 2025.

BUSINESS OVERVIEW AND STRATEGY

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

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

FISCAL 2025 Q2 HIGHLIGHT

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

●

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

●

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

●

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

●

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

●

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

Management’s Discussion and Analysis

Page 2

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

PROJECTs overvieW

Bolivian Licence Tenure

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

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

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

Silver Sand Project

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

The Silver Sand Project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km². The Silver Sand south block, covering an area of 3.17 km²hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from the AJAM. The Silver Sand north block covers an area of 2.25 km² and is comprised of two AMCs (Jisasjardan and Bronce). The AMCs establish a clear title to the Silver Sand Project.

(a)

Exploration

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

(b)

Advanced Study

On August 8, 2024, the Company filed an independent Pre-Feasibility Study technical report for its Silver Sand Project (the “Silver Sand PFS Technical Report”). AMC Mining Consultants (Canada) Ltd. (mineral

Management’s Discussion and Analysis

Page 3

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

resource and reserves, mining, infrastructure and financial analysis) was contracted to conduct the Silver Sand PFS Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The Silver Sand PFS Technical Report is building on the Preliminary Economic Assessment of the Silver Sand Project (the “Silver Sand PEA Technical Report”) filed on February 16, 2023. Highlights of the Silver Sand PFS Technical Report are as follows:

▪

Post-tax NPV at a 5% discount rate of $740 million and IRR of 37% at a base case price of $24.00/oz silver;

▪

13 years mine life, excluding the 2 years pre-production period, producing approximately 157 Moz of silver. Annual silver production exceeds 15 Moz in years one through three with LOM average annual silver production exceeding 12 Moz;

▪

Initial capital costs of $358 million and a post-tax payback of 1.9 years (from the start of production) at $24.00/oz silver; and

▪

Average LOM AISC of $10.69/oz silver.

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

(c)

Permitting

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

▪

obtain surface rights through long-term land lease agreements;

▪

finalize a resettlement and compensation plan for impacted families; and

▪

implement measures to safeguard cultural and historical heritage.

Integral to our pathway towards obtaining the EEIA, the Company is establishing a framework to coexist with artisanal and small-scale miners (“ASMs”) in areas of the Silver Sand Project that do not encroach on our mineral rights. The Company recognizes the importance of ASMs to the region’s economic and political landscape and is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized. The Company is also undertaking measures, with the assistance of both local government authorities and external contractors, to address the presence of ASMs whose activities do not align with the development objectives of the Silver Sand Project, and the interest of the broader communities. These communities have formally acknowledged the Company’s mining rights and they have indicated that they expect the cessation of these ASM activities. The Company has taken steps to address the presence of these ASMs, including the commencement of formal legal proceedings in December 2023. In addition, on May 7, 2024, the Company successfully obtained an execution order (the “Order”) from the AJAM for the reinstatement of its mining rights and is working closely with government authorities to enforce the Order. Regarding the extent of the impact of the ASMs activities on the Silver Sand Project’s mineral resources, the Company believes the mineralized material extracted is not material.

Management’s Discussion and Analysis

Page 4

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

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

(d)

Mining Production Contract

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

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

Since October 2023, the Company continues to engage with COMIBOL to obtain the ratification and approval of the signed MPC by the Plurinational Legislative Assembly of Bolivia. The Company and COMIBOL have refined the MPC to concentrate exclusively on claims immediately adjacent to the Silver Sand Project boundary. This streamlined landholding, while maintaining the core value of the MPC to the Silver Sand Project, is anticipated to facilitate progress towards ratification and approval of the MPC.

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

(e)

Project Expenditure

Carangas Project

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

Management’s Discussion and Analysis

Page 5

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

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

(a)

Exploration

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

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

Notes:

●

CIM Definition Standards (2014) were used for reporting the mineral resources.

●

The qualified person (as defined in NI 43-101) for the purposes of the MRE is Anderson Candido, FAusIMM, Principal Geologist with RPM (the “QP”).

●

Mineral resources are constrained by an optimized pit shell at a metal price of US$23.00/ oz Ag, US$1,900/oz Au, US$0.95/lb Pb, US$1.25/lb Zn, US$4.00/lb Zn, recovery of 90% Ag, 98% Au, 83% Pb, 58% Zn and Cut-off grade of 40 g/t AgEq.

●

Mineral resources are reported inside the property boundary.

●

Average stripping ratio for the conceptual pit is ~1.8:1. The conceptual pit has a dimeter of approximately 1.4 kilometers and extends to a maximum depth of approximately 600 meters from the Central Valley.

●

Drilling results up to June 1, 2023.

●

The numbers may not compute exactly due to rounding.

●

Mineral resources are reported on a dry in-situ basis.

●

Mineral resources are not Mineral Reserves and do not have demonstrated economic viability.

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

(b)

Advanced Study

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

Management’s Discussion and Analysis

Page 6

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

Highlights of the Carangas PEA Technical Report are as follows:

●

Post-tax NPV (5%) of $501 million and IRR of 26% at a base case price of $24.00/ oz silver, $1.25/ lb zinc, and $0.95/lb lead;

●

16-year LOM, excluding 2-years of pre-production, producing approximately 106 Moz of payable silver, 620 Mlbs of payable zinc and 382 Mlbs of payable lead;

●

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

●

Average LOM AISC of $7.60/oz silver, net of by-products; and

●

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

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

(c)

Permitting

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

The Company is encouraged by the strong support from both the Oruro Department and the federal government in advancing the Carangas Project. Through its recently formed Oruro Mining Task Force, the Government of Bolivia has established a pathway for transitioning from an exploration license to a mining license, with the Carangas Project set to become the first project to do so under Bolivia’s mining laws. The Company believes that continued collaboration and support from governmental authorities are crucial for the Carangas Project’s success and its potential to become a key source of raw material for a zinc plant under construction by the Bolivian government in Oruro.

(d)

Project Expenditure

Silverstrike Project

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

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

Management’s Discussion and Analysis

Page 7

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

(a)

Exploration

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

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

(b)

Project Expenditure

Frontier Area – Carangas Project and Silverstrike Project

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

Management’s Discussion and Analysis

Page 8

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

Overall Expenditure Summary

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

Cost	Silver Sand			Carangas			Silverstrike			Total
Balance, July 1, 2023		86,135,820			18,137,910			4,862,942			109,136,672
Capitalized exploration expenditures
Reporting and assessment		999,402			408,874			-			1,408,276
Drilling and assaying		47,217			23,894			-			71,111
Project management and support		1,765,297			1,079,177			63,919			2,908,393
Camp service		249,764			241,945			36,754			528,463
Permit and license		33,073			9,308			-			42,381
Value added tax receivable		112,332			31,061			979			144,372
Foreign currency impact		(365,571	)		(78,127	)		(30,039	)		(473,737	)
Balance, June 30, 2024		88,977,334			19,854,042			4,934,555			113,765,931
Capitalized exploration expenditures
Reporting and assessment		87,855			123,090			-			210,945
Drilling and assaying		-			6,763			-			6,763
Project management and support		670,260			511,156			21,349			1,202,765
Camp service		115,301			67,554			9,514			192,369
Permit and license		3,175			34,023			-			37,198
Value added tax receivable		59,196			7,810			1,016			68,022
Foreign currency impact		(614,287	)		(171,199	)		(43,777	)		(829,263	)
Balance, December 31, 2024		89,298,834			20,433,239			4,922,657			114,654,730

Management’s Discussion and Analysis

Page 9

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

FINANCIAL RESULTS

Selected Quarterly Information

	For the Quarters Ended
	Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024
Operating expense	$	(1,590,640	)	$	(1,609,481	)	$	(1,532,627	)	$	(1,722,246	)
Income from Investments		190,040			250,298			324,810			440,991
Provision on credit loss		-			-			(274,865	)		-
Other income (loss)		635,941			100,175			(355	)		10,699
Net loss		(764,659	)		(1,259,008	)		(1,483,037	)		(1,270,556	)
Net loss attributable to equity holders		(742,869	)		(1,257,633	)		(1,482,446	)		(1,269,136	)
Basic and diluted loss per share		(0.00	)		(0.01	)		(0.01	)		(0.01	)
Total current assets		18,672,173			21,701,429			22,599,077			24,508,768
Total non-current assets		115,850,335			116,156,832			115,067,000			114,048,037
Total current liabilities		1,039,107			1,338,762			1,214,138			841,501
Total non-current liabilities		-			-			-			-

	For the Quarters Ended
	Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
Operating expense	$	(1,818,757	)	$	(1,868,635	)	$	(1,892,005	)	$	(2,377,480	)
(loss) income from Investments		275,050			20,274			16,827			119,438
Gain on disposal of plant and equipment		-			51,418			-			-
Other income (loss)		16,666			50,329			10,437			(18,683	)
Net loss		(1,527,071	)		(1,746,614	)		(1,864,741	)		(2,276,725	)
Net loss attributable to equity holders		(1,524,108	)		(1,746,016	)		(1,864,029	)		(2,275,519	)
Basic and diluted loss per share		0.01			(0.01	)		(0.01	)		(0.01	)
Total current assets		26,856,903			29,247,418			7,547,949			12,020,235
Total non-current assets		113,302,284			112,240,163			110,759,592			107,788,104
Total current liabilities		1,156,871			2,189,827			2,336,655			3,492,542
Total non-current liabilities		-			-			-			-

Net loss attributable to equity holders of the Company for the three and six months ended December 31, 2024 was $742,869 and $2,000,502 or $0.00 and $0.01 per share, respectively (three and six months ended December 31, 2023 – net loss of $1,524,108 and $3,270,124 or $0.01 and $0.02 per share, respectively).

The Company’s net loss attributable to equity holders of the Company for the three and six months ended December 31, 2024 and the respective comparative periods were mainly impacted by its operating expenses and other income. Details of the variance analysis on operating expenses and other income items are explained below.

Operating expenses for the three and six months ended December 31, 2024 was $1,590,640 and $3,200,121, respectively (three and six months ended December 31, 2023 - $1,818,757 and 3,687,392, respectively). Items included in operating expenses were as follows:

(i)

Project evaluation and corporate development expenses for the three and six months ended December 31, 2024 of $5,337 and $15,777, respectively (three and six months ended December 31, 2023 - $76,553 and $189,537, respectively). The Company is focusing on the development of its existing projects and did not incur significant expenditures in new project evaluation in the three and six months ended December 31, 2024.

Management’s Discussion and Analysis

Page 10

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

(ii)	Filing and listing fees for the three and six months ended December 31, 2024 of $65,878 and $169,196 (three and six months ended December 31, 2023 - $85,109 and $167,031, respectively). Filing and listing fees for the current periods are in-line with their comparative periods.

(iii)

Investor relations expenses for the three and six months ended December 31, 2024 of $36,671 and $202,928 (three and six months ended December 31, 2023 - $53,340 and $144,103, respectively). Investor relations expenses were lower in the three months ended December 31, 2024 than in the three months ended December 31, 2023 as a result of less investor relation activities incurred during the current quarter. Year to date amount is higher than the comparative periods as a result of the increased investor relation activities during the three months ended September 30, 2024 after the release of the Silver Sand PFS Technical Report.

(iv)	Professional fees for the three and six months ended December 31, 2024 of $109,436 and $219,229, respectively (three and six months ended December 31, 2023 - $106,685 and $193,091, respectively). Professional fees for the current periods are in-line with their comparative periods.

(v)

Salaries and benefits expense for the three and six months ended December 31, 2024 of $441,926 and $849,318, respectively (three and six months ended December 31, 2023 - $650,973 and $1,101,112, respectively). The decrease in salary and benefits in the three and six months ended December 31, 2024 was a result of the personnel reduction in Canada and Bolivia post-exploration stage of the projects.

(vi)

Office and administration expenses for the three and six months ended December 31, 2024 of $485,940 and $788,355 (three and six months ended December 31, 2023 - $379,675 and $712,461, respectively). The increase in office and administrative expenses for the three and six months ended December 31, 2024 was a result of increased administrative activities associated to the wind-up of Qinghai Found Mining Co., Ltd.

(vii)

Share-based compensation for the three and six months ended December 31, 2024 of $395,670 and $855,598 (three and six months ended December 31, 2023 - $412,077 and $1,075,099, respectively). The decrease in share-based compensation for the three and six months ended December 31, 2024 was due to less restricted share units (each, an “RSU”) and options granted in recent periods, which resulted in less amortized expense compared to those RSU and options granted in the past that had higher amortized expense but had been fully amortized prior to the current periods.

Income from investments for the three and six months ended December 31, 2024 were $190,040 and $440,338 (three and six months ended December 31, 2023 – $275,020 and $295,294, respectively). The increase in income from investments for the current periods was a result of: (i) interest income for the three and six months ended December 31, 2024 of$197,321 and $461,917, respectively (three and six months ended December 31, 2023 - $276,590 and $300,721, respectively) earned from cash and cash equivalents; (ii) fair value change on bonds for the three and six months ended December 31, 2024 of $691 and $(10,907), respectively (three and six months ended December 31, 2023 - $10,056 and $(286), respectively); and (iii) fair value change on equity investments for the three and six months ended December 31, 2024 of $(7,972) and $(10,672), respectively (three and six months ended December 31, 2023 - $(11,626) and $(5,141), respectively).

Gain on disposal of property, plant and equipment for the three and six months ended December 31, 2024

Management’s Discussion and Analysis

Page 11

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

of $nil and $nil, respectively (three and six months ended December 31, 2023 - $nil and $51,418, respectively). The Company disposed certain equipment during the three months ended September 30, 2023 for proceeds of $58,776, which resulted in a gain on disposal of $51,418.

Foreign exchange gain for the three and six months ended December 31, 2024 was $635,941 and $736,116, respectively (three and six months ended December 31, 2023 – $16,666 and $66,995, respectively). The Company holds a portion of cash and short-term investments in USD to support its operations in Bolivia. Revaluation of these USD-denominated financial assets to their Canadian dollar (“CAD”) functional currency equivalents resulted in both realized and unrealized foreign exchange gain or loss for the relevant reporting periods. Within the foreign exchange gain for the three and six months ended December 31, 2024, $464,256 and $464,256, respectively (three and six months ended December 31, 2023 - $nil and $nil, respectively) were reclassified from accumulated other comprehensive income as a result of the wind-up of Qinghai Found Mining Co., Ltd.

Liquidity AND Capital Resources

Cash Flows

Cash used in operating activities for the three and six months ended December 31, 2024 was $1,142,659 and $1,788,781, respectively (three and six months ended December 31, 2023 - $2,016,105 and $2,534,644, respectively). Cash flows from operating activities are mainly driven by: (i) the Company’s operating expenses discussed in the previous sections; (ii) the increase or decrease of non-cash operating working capital; and (iii) interest received from cash and cash equivalents.

Cash used in investing activities for the three and six months ended December 31, 2024 were $579,337 and $1,455,525, respectively (three and six months ended December 31, 2023 – $788,218 and $3,060,145, respectively) and were impacted by: (i) capital expenditures for mineral properties and equipment for the three and six months ended December 31, 2024 of $579,337 and $1,455,525, respectively (three and six months ended December 31, 2023 - $788,218 and $3,060,145, respectively) on the exploration projects in Bolivia; partially offset by (ii) proceeds received from disposal of certain equipment for the three and six months ended December 31, 2024 of $nil and $nil, respectively (three and six months ended December 31, 2023 - $nil and $58,776, respectively).

Cash provided by financing activities for the three and six months ended December 31, 2024 of $3,773 and $3,773, respectively (three and six months ended December 31, 2023 – $71,629 and $24,581,770, respectively) were composed of (i) net proceeds received from the bought deal financing for the three and six months ended December 31, 2024 of $nil and $nil, respectively (three and six months ended December 31, 2023 - $nil and $24,446,086, respectively); and (ii) cash received from stock option exercises for the three and six months ended December 31, 2024 of $3,773 and $3,773, respectively (three and six months ended December 31, 2023 - $71,629 and $135,684, respectively).

Liquidity and Access to Capital

As of December 31, 2024, the Company had working capital of $17,633,066 (June 30, 2024 – $21,384,939), comprised of cash and cash equivalents of $18,061,992 (June 30, 2024 - $21,950,211), short term investments of $247,795 (June 30, 2024 - $258,702), and other current assets of $362,386 (June 30, 2024 - $390,164) offset by current liabilities of $1,039,107 (June 30, 2024 - $1,214,138). Management believes that the Company has sufficient funds to support its normal exploration and operating requirements for at

Management’s Discussion and Analysis

Page 12

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

least, but not limited to, the next twelve months.

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

Management’s Discussion and Analysis

Page 13

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

Use of Proceeds of Prior Financings

On September 29, 2023, the Company successfully closed a bought deal financing which raised net proceeds of $24,446,086. The following table sets out a comparison between the Company’s planned and actual use of these net proceeds as of December 31, 2024.

SEPTEMBER 29, 2023 BOUGHT DEAL FINANCING	PLANNED USE OF PROCEEDS			ACTUAL USE OF PROCEEDS FROM SEPTEMBER 29, 2023 TO December 31, 2024			VARIANCE			EXPLANATION OF VARIANCE AND IMPACT ON BUSINESS OBJECTIVE
Proceeds
Offering	$	25,888,000		$	25,888,462		$	462		Actual funds raised was slightly more than planned due to lower than anticipated issuance costs.
Underwriters’ Fee		(1,087,000	)		(1,016,702	)		70,298
Expenses of the Offering		(467,000	)		(425,674	)		41,326
Net Proceeds	$	24,334,000		$	24,446,086		$	112,086
USE OF PROCEEDS
Silver Sand Project
Geotechnical drilling and metallurgical testwork	$	1,294,000		$	77,705		$	(1,216,295	)	Geotechnical drilling has not started yet. The timing of its commencement depends on the subsequent review of the Silver Sand PFS results and environmental permitting progress. Payment during the period is related to metallurgical testwork.
Advanced studies		2,330,000			959,259			(1,370,741	)	The Silver Sand PFS is completed and filed on August 8, 2024 with all associated cost being paid. The remaining balance is related to the budget of a future Feasibility Study pending the status of permitting progress.
Permitting and preliminary mine development		11,908,000			12,780			(11,895,220	)	No material spending in permitting since the Company is in the process of negotiation with local communities. Preliminary mine development spending will commence once the Company obtains all necessary permits.
Subtotal for Silver Sand Project	$	15,532,000		$	1,049,744		$	(14,482,256	)
Carangas Project
Resource and exploration drilling	$	2,071,000		$	-		$	(2,071,000	)	The Carangas PEA results encourage further resource and exploration drilling on the project. The exact drilling plan is pending on the Carangas Project EEIA progress.
Geotechnical drilling and metallurgical testwork		1,553,000			165,243			(1,387,757	)	Geotechnical drilling is under planning and is pending on the Carangas Project EEIA progress. Metallurgical testworks for PEA have been completed and paid.
Advanced studies		1,036,000			280,025			(755,975	)	The Carangas PEA is completed and filed by November 2024, with all associated cost being paid. Approximately $600,000 of the unspent amount in this category are related to other future studies such as environmental and social baseline studies.
Subtotal for Carangas Project	$	4,660,000		$	445,268		$	(4,214,732	)
Corporate
Operating expense	$	4,142,000			4,131,018			(10,982	)	Operating expense incurred for normal course of business during the period.
TOTAL	$	24,334,000		$	5,626,030		$	(18,707,970	)

Management’s Discussion and Analysis

Page 14

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

FINANCIAL INSTRUMENTS

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

(a)

Fair Value

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

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

	Fair value as at December 31, 2024
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalent	$	18,061,992	$	-	$	-	$	18,061,992
Short-term investment - bonds		247,795		-		-		247,795
Equity investments		43,537		-		-		43,537

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

There were no transfers into or out of Level 1, 2, and 3 during the six months ended December 31, 2024.

(b)

Liquidity Risk

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk

Management’s Discussion and Analysis

Page 15

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

that the Company will not be able to meet its short term business requirements. As at December 31, the Company had a working capital position of $20,362,667 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

	December 31, 2024				June 30, 2024
	Due within a year		Total		Total
Accounts payable and accrued liabilities	$	1,001,282	$	1,001,282	$	1,163,836
Due to a related party		37,825	$	37,825		50,302
	$	1,039,107	$	1,039,107	$	1,214,138

(c)

Foreign Exchange Risk

Financial assets denominated in foreign currencies other than relevant functional currency	December 31, 2024		June 30, 2024
United States dollars	$	718,131	$	331,138
Bolivianos		587,760		261,353
Total	$	1,305,891	$	592,491

Financial liabilities denominated in foreign currencies other than relevant functional currency
United States dollars	$	54,988	$	57,116
Bolivianos		416,164		520,046
Total	$	471,152	$	577,162

As at December 31, 2024, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $6,600.

As at December 31, 2024, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $1,700.

(d) Interest Rate Risk

Management’s Discussion and Analysis

Page 16

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bonds’ fair value. An increase in market interest rates will generally reduce bonds’ fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

(e) Credit Risk

The Company has deposits of cash and cash equivalents that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash and cash equivalents are held with major financial institutions. Bonds by nature are exposed to more credit risk than cash and cash equivalents. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at December 31, 2024, the Company had a receivables balance of $44,173 (June 30, 2024 - $51,340).

(f) Equity Price Risk

Related party transactions

Due to a related party		December 31, 2024				June 30, 2024
Silvercorp Metals Inc.		$	37,825			$	50,302

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director (Paul Simpson) and one officer (Jonathan Hoyles as Corporate Secretary) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Office and administrative expenses rendered and incurred by Silvercorp on behalf of the Company for the three and six months ended December 31, 2024 were $278,094 and $495,753, respectively (three and six months ended December 31, 2023 - $193,296 and $409,487, respectively).

Management’s Discussion and Analysis

Page 17

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

(b) Compensation of key management personnel

The remuneration of directors and other members of key management personnel for the three and six months December 31, 2024 and 2023 are as follows:

	Three months ended December 31,				Six months ended December 31,
	2024		2023		2024		2023
Director’s cash compensation	$	16,086	$	26,892	$	32,580	$	42,112
Director’s share-based compensation		108,124		118,698		228,194		258,275
Key management’s cash compensation		113,555		289,507		279,522		585,871
Key management’s share-based compensation		232,162		402,154		496,737		884,777
	$	469,927	$	837,251	$	1,037,033	$	1,771,035

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

Off-Balance Sheet Arrangements

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

Proposed Transactions

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

CRITICAL accounting policies and estimates

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s accounting policies and estimates are described in Note 2 of the consolidated financial statements for the year ended June 30, 2024.

Outstanding Share Data

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

(a)

Share Capital

●

Authorized – unlimited number of common shares without par value.

●

Issued and outstanding – 171,750,799 common shares with a recorded value of $183 million.

●

Shares subject to escrow or pooling agreements – nil.

(b)

Options

Management’s Discussion and Analysis

Page 18

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

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

Options Outstanding		Exercise Price CAD$		Expiry Date
	533,000		3.33	February 4, 2027
	10,000		3.89	February 22, 2027
	956,000		4.00	June 6, 2027
	753,000		3.42	January 19, 2028
	120,000		3.67	January 24, 2028
	50,000		3.92	April 14, 2028
	1,313,000		2.10	January 16, 2029
	3,735,000	$	3.11

(c)

RSUs

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

RSUs Outstanding		Weighted average grant date closing price per share (CAD$)
1,667,200		$	2.94

Risk Factors

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

Political and Economic Risks in Bolivia

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

The Company’s exploration and development activities may be affected by changes in government, political instability, and the nature of various government regulations relating to the mining industry. Bolivia’s fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change. The Company cannot predict the government’s positions on foreign investment, mining concessions, land

Management’s Discussion and Analysis

Page 19

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

tenure, environmental regulation, or taxation. A change in government positions on these issues could adversely affect the Company’s business and/or its holdings, assets, and operations in Bolivia. Any changes in regulations or shifts in political conditions are beyond the control of the Company. Moreover, protestors and cooperatives have previously targeted foreign companies in the mining sector, and as a result there is no assurance that future social unrest will not have an adverse impact on the Company’s operations. Labour in Bolivia is customarily unionized and there are risks that labour unrest or wage agreements may impact operations.

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

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

Illegal, Artisanal and Small-Scale Mining

Illegal ASMs operate on the Silver Sand Project. These illegal ASMs have driven seven adits (horizontal passages) on the southern part of the Silver Sand Project, haphazardly exploiting high-grade veins and shoots.

These activities present significant risks to the Company’s operations, including the potential for disruptions, property damage, environmental degradation, and personal injuries, for which the Company could be held responsible. Illegal ASMs can also lead to road blockages, delays, and disputes over access to and development of the Company’s mining projects, and such actions have limited the Company’s ability to carry out certain activities at the Silver Sand Project.

Although the Company, with the assistance of local communities, government authorities and external consultants, has taken measures to reduce the prevalence of the illegal ASMs, to date, these efforts have not been successful in eliminating the illegal ASMs activities. In the second half of 2023, the Company commenced legal proceedings against the illegal ASMs. Investigations and inspections to support the legal action were obstructed by the illegal ASMs, and the judicial process was delayed due to the frequent turnover of investigators. In August 2024, the local court rejected the Company’s complaint, stating that the investigation had not provided sufficient evidence to support the accusation against the illegal ASMs. The Company immediately filed an appeal, and in October, the local court determined that sufficient evidence exists to proceed with further investigation. While this is a positive development, the outcome of the legal process remains uncertain.

Separately, in May 2024, the Company successfully obtained the Order and is working with local government authorities and communities to enforce the Order. However, as of the date of this MD&A, the Order has yet to be enforced. Without the necessary political support to enforce the law, the Company may face ongoing challenges in resolving these illegal mining activities through the legal system alone.

Management’s Discussion and Analysis

Page 20

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

In parallel with legal efforts, the Company has been working to build stronger relationships with the local communities by addressing historical grievances and offering community development programs. These communities respect the Company’s mining rights and they have indicated that they expect the cessation of these illegal ASM activities. However, the illegal ASMs may undermine the Company’s relationship with the local communities, further complicating the Company’s efforts to establish lasting solutions.

The ongoing presence of illegal ASMs represents a significant risk to the Company’s operations and project development at the Silver Sand Project. If the Company is unable to resolve these issues, the Silver Sand Project may face ongoing delays, disruptions, and potential legal liabilities, which could have a material adverse effect on our business, results of operations and financial conditions. Although no official records of this production are available, the tonnage removed by the illegal ASMs is estimated at between 50,000 to 70,000 t.

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

Community Relations and Social Licence to Operate

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

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

Acquisition and Maintenance of Permits and Governmental Approvals

Exploration and development of, and production from, any deposit at the Company’s mineral projects require permits from various government authorities. There can be no assurance that any required permits will be obtained in a timely manner or at all, or that they will be obtained on reasonable terms. Delays or

Management’s Discussion and Analysis

Page 21

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

failure to obtain, expiry of, or a failure to comply with the terms of such permits could prohibit development of the Company’s mineral projects and have a material adverse impact on the Company.

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

The Company’s current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be prohibitive and could delay planned exploration and development activities. Failure to comply with or any violations of the applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

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

Disclosure Controls and Procedures

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

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the United States Securities and Exchange Commission and the national instrument of the Canadian Securities Administrators. The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on this evaluation, management concluded that as of June 30, 2024, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and

Management’s Discussion and Analysis

Page 22

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

Interim Filings) are effective.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

(a)

Internal Control over Financial Reporting

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

●

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

●

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

●

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

●

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

Based on this evaluation, management concluded that as of December 31, 2024, the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by COSO was effective and provided a reasonable assurance of the reliability of the Company’s financial reporting and preparation of the financial statements.

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

Emerging growth companies are exempt from Section 404(b) of the Sarbanes-Oxley Act, which generally requires public companies to provide an independent auditor attestation of management’s assessment of the effectiveness of their internal control over financial reporting. The Company qualifies as an emerging growth company and therefore has not included an independent registered public accounting firm attestation of management’s assessment of the effectiveness of its internal control over financial reporting in its audited annual consolidated financial statements for the year ended June 30, 2024.

(b)

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the six months

Management’s Discussion and Analysis

Page 23

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

ended December 31, 2024 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

TECHNICAL INFORMATION

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

CAUTIONARY NOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT

The results of the Preliminary Economic Assessment prepared in accordance with NI 43-101 titled “Carangas Deposit – Preliminary Economic Assessment” with an effective date of September 5, 2024 and prepared by certain qualified persons associated with RPMGlobal are preliminary in nature and are intended to provide an initial assessment of the Carangas Project’s economic potential and development options. The Carangas PEA Technical Report mine schedule and economic assessment includes numerous assumptions and is based on both indicated and Inferred Mineral Resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessments described herein will be achieved or that the Carangas PEA Technical Report results will be realized. The estimate of Mineral Resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the Inferred Mineral Resources to be considered in future advanced studies. RPMGlobal (mineral resource, infrastructure, tailings, water management, environmental and financial analysis) was contracted to conduct the Carangas PEA Technical Report in cooperation with Moose Mountain Technical Services (mining), and JJ Metallurgical Services (Metallurgy). The qualified persons for the Carangas PEA Technical Report for the purposes of NI 43-101 are Mr. Marcelo del Giudice, FAusIMM, Principal Metallurgist with RPMGlobal, Mr. Pedro Repetto, SME, P.E., Principal Civil/Geotechnical Engineer with RPMGlobal, Mr. Gonzalo Rios, FAusIMM, Executive Consultant – ESG with RPMGlobal, Mr. Jinxing Ji, P.Eng., Metallurgist with JJ Metallurgical Services, and Mr. Marc Schulte, P.Eng., Mining Engineer with Moose Mountain Technical Services., in addition to Mr. Anderson Candido, FAusIMM, Principal Geologist with RPMGlobal who estimated the Mineral Resources. All qualified persons for the Carangas PEA Technical Report have reviewed the disclosure of the Carangas PEA Technical Report herein. The Carangas PEA Technical is based on the Carangas MRE, which was reported on September 5, 2023. The effective date of the Carangas MRE is August 25, 2023. Mineral Resources are constrained by an optimized pit shell at a metal price of US$23.00/oz Ag, US$1,900.00/oz Au, US$0.95/lb Pb, US$1.25/lb Zn, recovery of 90% Ag, 98% Au, 83% Pb, 58% Zn and Cut-off grade of 40 g/t AgEq. Assumptions made to derive a cut-off grade included mining costs, processing costs, and recoveries were obtained from comparable industry situations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Except for statements of historical facts relating to the Company, certain information contained herein constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”,

Management’s Discussion and Analysis

Page 24

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

“estimate”, “goals”, “forecast”, “budget”, “potential” or variations thereof and other similar words, or statements that certain events or conditions “may”, “could”, “would”, “might”, “will” or “can” occur. Forward-looking statements include, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects; the result of the Silver Sand PFS Technical Report; the results of the Carangas PEA Technical Report; timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capital expenditures; success of exploration activities; government regulation of mining operations, environmental risks; and the sufficiency of funds to support the Company’s normal exploration, development and operating requirements on an ongoing basis.

Forward-looking statements are based on a number of estimates, assumptions, beliefs, expectations and opinions of management on the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include fluctuating equity prices, bond prices and commodity prices; calculation of resources, reserves and mineralization; general economic conditions; foreign exchange risks; interest rate risk; foreign investment risk; loss of key personnel; conflicts of interest; dependence on management; uncertainties relating to the availability and costs of financing needed in the future; environmental risks; operations and political conditions; the regulatory environment in Bolivia and Canada; risks associated with community relations and corporate social responsibility; and other factors described in this MD&A, under the heading “Risk Factors”, in the AIF and its other public filings. The foregoing is not an exhaustive list of the factors that may affect any of the Company’s forward-looking statements or information.

The forward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this MD&A that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and opinions include, but are not limited to, those related to the Company’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits, including the ratification and approval of the Mining Production Contract with COMIBOL by the Plurinational Legislative Assembly of Bolivia; the ability of the Company’s Bolivian partner to convert the exploration licenses at the Carangas Project to AMC; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; the ability of the Company to ensure that the Silver Sand PFS Technical Report is a “preliminary feasibility study” (as defined in NI 43-101); and other assumptions and factors generally associated with the mining industry.

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

Management’s Discussion and Analysis

Page 25

NEW PACIFIC METALS CORP.

Management’s Discussion and Analysis

For the three and six months ended December 31, 2024

(Expressed in United States dollars, unless otherwise stated)

statements are made as of the date of this MD&A.

Cautionary note TO United States INVESTORS

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

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

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

Management’s Discussion and Analysis

Page 26

Exhibit 99.3

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Andrew Williams, Chief Executive Officer of New Pacific Metals Corp. certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of New Pacific Metals Corp. (the “issuer”) for the interim period ended December 31, 2024.

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.

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.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3

N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: February 6, 2025

“Andrew Williams”
Andrew Williams
Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings
Full Certificate

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

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3

N/A

Date: February 6, 2025

“Jalen Yuan”
Jalen Yuan
Chief Financial Officer

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