AURANIA RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the Three and Nine Months Ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
INDEX PAGE
Management's Responsibility for Financial Reporting and Notice to Reader 1
Condensed Interim Consolidated Statements of Financial Position 2
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficiency) 3
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss 4
Condensed Interim Consolidated Statements of Cash Flows 5
Notes to the Condensed Interim Consolidated Financial Statements 6-23
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING AND NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements of Aurania Resources Ltd. (the "Company") for the three and nine months ended September 30, 2025 are the responsibility of the Company's management ("Management") and have been prepared by Management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these condensed interim consolidated financial statements ("Financial Statements") in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. These condensed interim consolidated financial statements do not conform in all respects to the requirements of International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") for annual financial statements. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024.
In accordance with National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the Financial Statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professionals Accountants of Canada for a review of condensed interim consolidated financial statements by an entity's auditor.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)(Expressed in Canadian dollars)
AS AT | September 30, 2025 | December 31, 2024 |
ASSETS | ||
Current assets | ||
Cash | $862,397 | $1,593,204 |
Prepaid expenses | 221,472 | 158,630 |
Receivables | 89,050 | 81,040 |
Total current assets | 1,172,919 | 1,832,874 |
Non-current asset | ||
Long-term investments (note 6) | 57,750 | 35,000 |
Property and equipment (note 7) | 56,761 | 65,334 |
Right of use assets (note 8) | 67,240 | 107,584 |
TOTAL ASSETS | $1,354,670 | $2,040,792 |
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) | ||
LIABILITIES | ||
Current liabilities | ||
Accounts payable and accrued liabilities (note 17) | $5,969,912 | $3,591,115 |
Current lease liabilities (note 11) | 15,451 | 60,441 |
Total current liabilities | 5,985,363 | 3,651,556 |
Non-current liabilities | ||
Promissory notes (note 10) | 10,627,455 | 8,147,795 |
Lease liabilities (note 11) | 65,917 | 65,917 |
TOTAL LIABILITIES | $16,678,735 | $11,865,268 |
SHAREHOLDERS' (DEFICIENCY) | ||
Share capital (note 12) | $1,259 | $1,043 |
Share premium (note 12) | 81,306,359 | 78,623,995 |
Shares to be issued (note 13) | 550,748 | 550,748 |
Warrants (note 14) | 6,556,945 | 5,673,900 |
Contributed surplus and shareholder contribution (notes 10 and 13) | 12,746,051 | 10,761,476 |
Accumulated other comprehensive income or loss | - | (22,750) |
Accumulated deficit | (116,485,427) | (105,412,888) |
Total shareholders' (deficiency) | (15,324,065) | (9,824,476) |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) | $1,354,670 | $2,040,792 |
Nature of operations and business continuance (note 1) Commitments and contingencies (notes 9 and 19) Subsequent events (note 20)
APPROVED BY THE BOARD:
Signed, "Jonathan Kagan", Director Signed, "Keith M. Barron", Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
AURANIA RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) (Unaudited)(Expressed in Canadian dollars)
ISSUED CAPITAL RESERVES Common Shares to be Contributed Accumulated Other Accumulated Total Equity Shares # Share Capital Share Premium issued Warrants Surplus Comprehensive Deficit Surplus Income or Loss (Deficiency) | |||||||||
Balance - December 31, 2023 | 67,471,737 | $675 | $71,458,341 | $872,528 | $6,997,977 | $9,269,256 | - | $(98,771,170) | $(10,172,393) |
Shares issued for private placements - May 2024 (note 12(iii)) | 18,716,112 | 187 | 3,743,035 | - | - | - | - | - | 3,743,222 |
Less share issue cost (note 12(iii)) | - | - | (49,265) | - | (18,043) | - | - | - | (67,308) |
Warrants issued for private placement - May 2024 (notes 14 and 12(iii)) | - | - | (1,004,352) | - | 1,004,352 | - | - | - | - |
Debt Settlement (note 10 and 12(iv)) | 10,360,825 | 104 | 1,769,513 | - | - | - | - | - | 1,769,617 |
Expiry of warrants (note 14) | - | - | - | - | (2,246,513) | - | - | 2,246,513 | - |
Expiry of stock options (note 13) | - | - | - | - | - | (231,900) | - | 231,900 | - |
Shares to be issued expired (note 13) | - | - | - | (289,950) | - | - | - | 289,950 | - |
Stock based compensation - Option compensation (note 13) | - | - | - | - | - | 510,831 | - | - | 510,831 |
Shareholder contribution (note 10) | - | - | - | - | - | 1,325,632 | - | - | 1,325,632 |
Net loss for the year | - | - | - | - | - | - | 7,000 | (7,900,175) | (7,893,175) |
Balance - September 30, 2024 | 96,548,674 | $966 | $75,917,272 | $582,578 | $5,737,773 | $10,873,819 | 7,000 | $(103,902,983) | $(10,783,574) |
Common Shares to be Contributed Accumulated Other Accumulated Total Equity Shares # Share Capital Share Premium issued Warrants Surplus Comprehensive Deficit Surplus Income or Loss (Deficiency) | |||||||||
Balance - December 31, 2024 | 104,168,397 | $1,043 | $78,623,995 | $550,748 | $5,673,900 | $10,761,476 | $(22,750) | $(105,412,888) | $(9,824,476) |
Shares issued for private placements - May 2025 (note 12(i)) | 5,751,921 | 58 | 1,725,519 | - | - | - | - | - | 1,725,576 |
Less share issue cost (note 12(i)) | - | - | (27,041) | - | (9,193) | - | - | - | (36,233) |
Shares issued for private placements - Aug 2025 (note 12(ii)) | 15,886,298 | 159 | 1,906,197 | - | - | 1,906,356 | |||
Less share issue cost (note 12(ii)) | - | - | (23,564) | - | (7,510) | - | - | - | (31,074) |
Warrants issued for private placement - May 2025 (notes 14 and 12(i)) | - | - | (437,928) | - | 437,928 | - | - | - | - |
Warrants issued for private placement - August 2025 (notes 14 and 12(ii)) | (461,940) | 461,940 | - | - | - | - | |||
Exercised Warrants (note 14) | 2,223 | 0 | 1,120 | - | (120) | - | - | - | 1,000 |
Expiry of stock options (note 13(iv)) | - | - | - | - | - | (295,000) | - | 295,000 | - |
Stock based compensation - Option compensation (note 13) | - | - | - | - | - | 576,083 | - | - | 576,083 |
Shareholder contribution (note 10) | - | - | - | - | - | 1,703,492 | - | - | 1,703,492 |
Comprehensive loss for the period | - | - | - | - | - | - | 22,750 | (11,367,539) | (11,344,789) |
Balance - September 30, 2025 | 125,808,839 | $1,259 | $81,306,359 | $550,748 | $6,556,945 | $12,746,051 | $ - | $(116,485,427) | $(15,324,065) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3 | Page
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited)(Expressed in Canadian dollars)
Three months ended S | eptember 30, | Nine months ended S | eptember 30, | |
2025 | 2024 | 2025 | 2024 | |
Operating Expenses: | ||||
Exploration expenditures (notes 9, 15, 16, 17 and 18) | $3,206,368 | $649,177 | $7,695,909 | $4,273,544 |
Stock-based compensation (notes 13 and 15) | 128,650 | (388,689) | 576,083 | 510,831 |
Investor relations | 72,247 | 168,343 | 358,767 | 431,651 |
Office and general | 347,153 | 429,514 | 1,169,316 | 926,955 |
Management fees (note 15) | 84,769 | 30,590 | 258,224 | 122,648 |
Professional and administration fees | 27,133 | 35,800 | 58,129 | 78,443 |
Regulatory and transfer agent fees | 40,867 | 36,076 | 145,020 | 121,328 |
Amortization (notes 7 and 8) | 16,194 | 20,587 | 48,916 | 64,305 |
Total expenses | $3,923,381 | $981,398 | $10,310,364 | $6,529,705 |
Other Expenses (Income) | ||||
Loss (gain) on foreign exchange | 203,122 | (130,394) | (334,000) | 133,175 |
Interest income | (3,065) | (21,524) | (10,740) | (31,914) |
Accretion of shareholder contribution (note 10) | 526,995 | 455,359 | 1,401,915 | 1,334,711 |
Gain on disposal of subsidiary (note 6) | - | (65,502) | - | (65,502) |
Net loss for the period | $4,650,433 | $1,219,337 | $11,367,539 | $7,900,175 |
Comprehensive Income or Loss | ||||
Other comprehensive (income) or loss (note 6) | (21,000) | (7,000) | (22,750) | (7,000) |
Net loss and comprehensive income or loss for the period | $4,629,433 | $1,212,337 | $11,344,789 | $7,893,175 |
Basic and diluted loss per share | $0.04 | $0.01 | $0.10 | $0.10 |
Weighted average common shares outstanding - basic | ||||
and diluted | 116,829,627 | 96,548,674 | 109,825,099 | 82,246,622 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(Expressed in Canadian dollars)
Nine months ended September 30, | 2025 | 2024 |
Cash flows from the following activities: | ||
Operating activities: | ||
Net loss for the year | $(11,367,539) | $(6,684,335) |
Adjustment for: | ||
Amortization (notes 7 and 8) | 48,916 | 43,717 |
Stock-based compensation (notes 13 and 15) | 576,083 | 899,520 |
Accretion of shareholder contribution (note 10) | 1,401,913 | 879,351 |
Foreign exchange loss (gain) | (105,930) | 195,786 |
Net change in non-cash working capital: | ||
Prepaid expenses and receivables | (62,842) | (110,840) |
Receivables | (8,010) | - |
Accounts payable and accrued liabilities | 2,378,797 | 2,818,620 |
Net cash used in operating activities | (7,138,612) | (1,958,181) |
Financing activities: | ||
Shares issued for private placement (note 12) | 3,631,932 | 3,743,222 |
Less share issue costs (note 12) | (67,307) | (67,308) |
Shares issued for warrants exercised (note 14) | 1,001 | - |
Issuance of promissory notes (note 10) | 2,887,168 | 1,000,000 |
Principal payments on lease liabilities (note 11) | (44,989) | (27,227) |
Net cash provided by financing activities | 6,407,805 | 4,648,687 |
Investing activity: | ||
Purchase of property and equipment (note 7) | - | (7,280) |
Net cash used in investing activities | - | (7,280) |
Increase (decrease) in cash | (730,807) | 2,683,226 |
Cash - beginning of year | 1,593,204 | 325,262 |
Cash - end of period | $862,397 | $3,008,488 |
Supplemental cash flow information Interest paid | 4,794 | 5,686 |
Non-cash items: | ||
Shareholder contribution | 1,703,492 | 921,205 |
Non-cash share issuance costs | 1,371 | 926 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 (Unaudited)(Expressed in Canadian Dollars)
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NATURE OF OPERATIONS AND BUSINESS CONTINUANCE
Aurania Resources Ltd. (the "Company") was incorporated under the laws of Bermuda on June 26, 2007 pursuant to the provisions of The Companies Act 1981 (Bermuda). On February 18, 2011, the Company registered extra-provincially in the Province of Ontario, Canada. The registered head office of the Company is located at 31 Victoria Street, Hamilton, HM10, Bermuda. The corporate office is located at Ste. 1800 - 8 King Street East, Toronto, ON M5C 1B5.
The Company is a junior exploration mining company engaged in the identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious metals. On May 26, 2017, the Company acquired EcuaSolidus, S.A. ("ESA"), a private Ecuador-based company, owned by the principal shareholder of the Company, in order to acquire all the rights, title and interest in 42 mineral exploration licenses in Ecuador (the "Project"). See note 8 - Mineral Property Interests.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that the current exploration program will result in profitable mining operations. The recoverability of the amounts expended on mineral property interests and the carrying value of property and equipment and the Company's continued existence is dependent upon the preservation of its interest in recoverable reserves, the achievement of profitable operations, maintenance of concessions and, the ability of the Company to raise necessary financing to complete its planned exploration program.
Although the Company has taken steps to verify title to the properties on which it is conducting exploration activities and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims and noncompliance with regulatory and environmental requirements. The Company's assets are located in Ecuador and are subject to the risk of foreign investment, including increases in taxes and royalties, creation of new fees, renegotiation of contracts, currency exchange fluctuations and restrictions and political uncertainty. See note 9 - Mineral Property Interests regarding the current status of the Company's permits and licenses.
As at September 30, 2025 the Company had current assets of $1,172,919 (December 31, 2024 - $1,832,874) to fund current liabilities of $5,985,363 (December 31, 2024 - $3,651,556), and long-term liabilities of
$10,693,372 (December 31, 2024 - $8,213,712). Further, the Company had an accumulated deficit of
$116,485,427 (December 31, 2024 - $105,412,888) and working capital deficit of $4,812,444 (December 31, 2024 - deficiency $1,818,682).
The Company's ability to continue operations and fund its future exploration property expenditures is highly dependent on Management's ability to secure additional financing. Management acknowledges that while it has been successful in raising sufficient capital in the past, there can be no assurance it will be able to do so in the future. As a result, there is material uncertainty that results in significant doubt about the Company´s ability to continue as a going concern. These consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
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STATEMENT OF COMPLIANCE
These Financial Statements, including comparatives, have been prepared in accordance with IAS 34 - Interim Financial Reporting. These Financial Statements do not conform in all respects to the requirements of International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") for annual financial statements. Accordingly, these Financial Statements should be read in
conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024 which can be found on the Company's SEDAR+ profile at https://www.sedarplus.ca and are also available on the Company's website https://http://www.aurania.com.
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BASIS OF PRESENTATION
Basis of measurement
These Financial Statements have been prepared under the historical cost convention except for certain financial assets and liabilities, which are measured at fair value. All amounts have been expressed in Canadian dollar ("CAD" or "$"), the Company's functional currency, unless otherwise stated and "USD" represents United States dollars, "CHF" represents Swiss francs, and "EUR" represents European Union euro. All amounts have been rounded to the nearest dollar, unless otherwise stated.
Basis of consolidationThese Financial Statements incorporate the financial statements of the Company and its wholly-owned subsidiaries: ESA, incorporated under the laws of Ecuador, Breizh Ressources, incorporated under the laws of France, and Corsica Ressources, incorporated under the laws of France. All intercompany transactions, balances, income, and expenses are eliminated upon consolidation.
Significant accounting judgments and estimatesThe application of the Company's accounting policies in compliance with IFRS requires the Company's management to make certain judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date are the same as those described in the Company's most recent annual financial statements, which can be found on the Company's SEDAR+ profile at https://www.sedarplus.ca and are also available on the Company's website https://http://www.aurania.com.
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SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied in these Financial Statements are based on IFRS policies issued and outstanding as of the date the Board of Directors approved these condensed interim consolidated financial statements being November 25, 2025. The same accounting policies and methods of computation are followed in these Financial Statements as those applied in note 4 - Significant Accounting Policies of the Company's most recent annual consolidated financial statements for the year ended December 31, 2024.
Recently adopted accounting pronouncementsCertain pronouncements were issued by the IASB that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company. There are no relevant IFRS's or IFRS interpretations that would materially impact the Company.
Lack of Exchangeability (Amendments to IAS 21)In August 2023, the IASB amended IAS 21, The effects of changes in foreign exchange rates, to clarify when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2025. Earlier application is permitted.
Future changes in accounting pronouncementsA number of new standards are not yet effective for the year ended December 31, 2025, and have not been applied in preparing these financial statements. Many are not applicable to, or do not have a significant impact on the Company and have therefore been excluded. The following have not been adopted and are being evaluated to determine their impact on the Company's consolidated financial statements. The Company will adopt these pronouncements as of their effective date.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments - Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required, and early adoption is permitted.
Presentation and Disclosure in Financial Statements (IFRS 18)In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required, and early adoption is permitted.
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CAPITAL AND FINANCIAL RISK MANAGEMENT
Capital management
The Company considers the capital that it manages to include share capital, share premium, warrants, contributed surplus and shareholder contribution and accumulated deficit, which at September 30, 2025 was a deficiency of $15,324,065 (December 31, 2024 - deficiency of $9,824,476). The Company manages its capital structure and makes adjustments to it, based on the funds needed in order to support the acquisition and exploration of mineral properties. Management does this in light of changes in economic conditions and the risk characteristics of the underlying assets. There has been no change with respect to the overall capital risk management strategy during the nine months ended September 30, 2025.
Neither the Company nor its subsidiaries are subject to externally imposed capital requirements, other than those of the TSX Venture Exchange ("TSXV"), which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of six months.
Capital raises
On May 5, 2025, the Company closed the previously announced (April 3, 2025) non-brokered private placement financing for 5,751,921 units priced at $0.30 per unit, completed in two tranches on April 17, and May 5 of 2025 for total gross proceeds of $1,725,576. Each unit consisted of one common share and one full warrant, the warrant having an exercise price of $0.55 per warrant and expiring 24 months after the closing date of the applicable tranche. See note 12 - Share Capital for details and note 14 - Warrants for expiration breakdown.
On August 21, 2025, the Company closed the oversubscribed non-brokered private placement financing for 15,886,298 units priced at $0.12 per unit, for total gross proceeds of $1,906,356. Each unit consisting of one common share and one full warrant, the warrant having and exercise price of $0.25 per warrant and expiring 24 months after the date of issuance. See note 12 - Share Capital and note 14 - Warrants for details.
Financial risk managementThe Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including changes in local interest rate, foreign currency, taxation policies, and commodity price risk). Risk management is carried out by management, with guidance from the Audit Committee under policies approved by the Board of Directors (the "Board"). The Board also provides regular guidance for overall risk management. There have been no changes in the risks, objectives, policies, and procedures during the nine months ended September 30, 2025.
Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company has no significant concentration of credit risk arising from its operations. Cash is held at select Canadian, Swiss, Ecuadorian, and French financial institutions, from which management believes the risk of loss to be low. The Company does not have any material risk exposure to any single debtor or group of debtors.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company endeavors to have sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot be reasonably predicted.
The Company generates cash flow primarily from its financing activities. As at September 30, 2025, the Company had available cash of $862,397 (December 31, 2024 - $1,593,204) to settle current liabilities of
$5,985,363 (December 31, 2024 - $3,651,556). Also, the Company has long-term liabilities of $10,693,372 (December 31, 2024 - $8,213,712). See note 10 - Promissory notes. All the Company's financial liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms, except for its promissory notes.
In addition to the commitments disclosed in note 19 - Commitments and contingencies, the Company is obligated to the following contractual maturities of undiscounted cash flows as at September 30, 2025:
In Canadian $ equivalents Carry amount Contractual cash October 1 ,2025 to Thereafter
flows September 30, 2026
Accounts payable and accrued liabilities
$ 5,969,912
$ 5,969,912
$ 5,969,912
$ -
Promissory note 2017 (note 10)
577,504
691,333
-
691,333
Promissory note 2019 (note 10)
4,008,600
4,797,825
-
4,797,825
Promissory note June 2023 (note 10)
1,778,305
2,127,874
-
2,127,874
Promissory note October 2023 (note 10)
883,420
1,057,058
-
1,057,058
Promissory note January 2024 (note 10)
878,831
1,051,605
-
1,051,605
Promissory note April 2025 (note 10)
2,500,796
2,973,180
-
2,973,180
Lease liabilities (note 11)
81,369
84,674
67,654
17,020
Total
$ 16,678,737
$ 18,753,461
$ 6,037,566
$ 12,715,895
As the Company has no steady source of revenues or cash flow, additional financing will be required during 2025 to further advance exploration, and to meet ongoing financial obligations in the normal course of business. There can be no assurance that financing will be available on terms acceptable to the company or at all. See note 20 - Subsequent events for updated information on additional financing.
Market risk
Market risk is the risk related to changes in the market prices, such as fluctuations in foreign exchange rates and interest rates that will affect the Company's net earnings or the value of its financial instruments.
Interest rate risk
Cash balances are deposited in highly accessible and low-interest bank accounts that are used for short-term working capital requirements. The Company regularly monitors compliance to its cash management policy.
Foreign currency risk
Certain of the Company's expenses are incurred in USD, CHF and EUR, which are subject to potential gains or losses due to fluctuations in these currencies. As at September 30, 2025, the Company holds balances in those foreign currencies which are subject to foreign currency risk, with the most material being in USD. The CAD equivalent of the USD balances include $620,543 in cash (December 31, 2024 - $74,132) and
$12,952,630 in accounts payable, accrued liabilities, and promissory notes (December 31, 2024 -
$8,060,527). The financial position related to balances in the other currencies is less significant. The Company's exposure to foreign currency risk with respect to amounts denominated in USD, CHF and EUR, as of September 30, 2025 and December 31, 2024 was substantially follows:
In Canadian $ equivalents
September 30, 2025
December 31, 2024
Cash
$620,543
$74,132
Accounts payable, accrued liabilities and promissory notes
(12,952,630)
(8,060,528)
Net exposure
$(12,332,087)
$(7,986,396)
Management has not hedging its foreign exchange risk.
Sensitivity analysisAt September 30, 2025 and 2024, both the carrying and fair value amounts of the Company's short-term financial instruments are approximately equivalent due to their short-term nature. The carrying amount of the long-term promissory notes at September 30, 2025 approximates their fair value. The carrying value of the long-term promissory notes at September 30, 2025 is $10,627,455 (December 31, 2024 - $8,147,795). This was estimated based on discounting the promissory notes at an estimated discount rate of 20% with term a term of one year.
Based on Management's knowledge and experience of the financial markets, the Company believes that a 10% strengthening of the Canadian dollar against the USD, and EUR at September 30, 2025 would have increased the net asset position of the Company by $2,158,164 (at December 31, 2024 - $1,146,712). A 10% weakening of the Canadian dollar against the same would have had an equal but opposite effect.
Commodity price riskCommodity price risk is defined as the potential adverse future impact on earnings and economic value due to commodity price movements and volatility. The ability of the Company to develop its mineral properties and the future profitability of the Company is directly related to the market price of gold, silver, copper, and other commodities.
Commodity prices have fluctuated significantly in recent years. There is no assurance that these metals will be produced in the future or that a profitable market will exist for them. As of September 30, 2025 and December 31, 2024, the Company was not a metals commodity producer.
-
DISPOSAL OF SUBSIDIARY
On June 10, 2024, the Company signed a share purchase agreement (the "Agreement") with Palamina Corp. ("Palamina") whereby the Company agreed to sell to Palamina 100% of the shares of Aurania's Peruvian wholly-owned subsidiary, Sociedad Minera Vicus Exploraciones S.A.C. ("Vicus") for 350,000 common shares of Palamina (TSXV: PA, OTCQB: PLMNF) and a 1% Net Smelter Return ("NSR") royalty over certain mining claims located in Peru which are held by Vicus. Palamina keeps the option to buy back half of the NSR for
$1,000,000 at any time.
On September 23, 2024, Palamina completed the acquisition of 100% of the shares of Vicus in accordance with the terms of the Agreement. The 350,000 Palamina common shares received by the Company were initially recognized at the fair value of $0.165 per share as of the closing date, totalling $57,750. The fair value was determined based on the closing market price of Palamina's shares on TSXV.
The Company intends to hold these shares as a long-term investment, and designated these shares as equity instruments at fair value through other comprehensive income (FVOCI) under IFRS 9. As at December 31, 2024 the fair value of the shares decreased to $35,000, based on a market price of $0.10 per share. As at September 30, 2025, the fair value of the shares increased back to $57,750, based on a market price of
$0.165 per share. Future differences will be presented as other comprehensive income in the consolidated statements of loss and comprehensive loss.
The Company assessed the fair value of the 1% NSR royalty as $nil based on the probability of production on the concessions granted.
-
PROPERTY & EQUIPMENT
Leasehold Field Furniture and Computer Total Improvements Equipment Fixtures Equipment
COST
At December 31, 2024
27,545
147,990
8,399
194,085
378,019
At September 30, 2025
27,545
147,990
8,399
194,085
378,019
ACCUMULATED DEPRECIATION
At December 31, 2024
(15,442)
(110,336)
(4,765)
(182,142)
(312,685)
Additions
(1,555)
(3,730)
(569)
(2,719)
(8,573)
At September 30, 2025
(16,997)
(114,066)
(5,334)
(184,861)
(321,258)
NET BOOK VALUE
At December 31, 2024
12,103
37,654
3,634
11,943
65,334
At September 30, 2025
$10,548
$33,924
$3,065
$9,224
$56,761
-
RIGHT OF USE ASSETS
The Company has certain leases related to an office and warehouse for the operations in Toronto. The leases are for a term ending December 31, 2026.
Right of Use Assets
At December 31, 2024
$228,616
Accumulated Depreciation ROU
Balance December 31, 2024
(121,032)
Amortization
(40,343)
Balance September 30, 2025
(161,375)
Net Book Value
At December 31, 2024
107,584
At September 30, 2025
67,241
-
MINERAL PROPERTY INTERESTS ECUADOR
-
Mineral concessions and obligations
The Company acquired the rights, title and 100% interest in the Lost Cities Project, comprised of certain mineral concessions covering 207,764Ha in southeastern Ecuador, on May 26, 2016 and subsequently registered before the Mining Registry of the Mining and Non-Renewable Natural Resources Regulation and Control Agency in compliance with the Mining Law. The concessions are valid for 25 years, renewable for a subsequent 25-year period, provided that the concessions are maintained in good standing.
Regulation for mineral concessions phases continues to be as described in note 9 (a) - Mineral concessions and obligations of the Company's most recent annual consolidated financial statements for the year ended December 31, 2024 which can be found on the Company's SEDAR+ profile at https://www.sedarplus.ca and are also available on the Company's website https://http://www.aurania.com.
In November 2024, the Company reached an agreement with the corresponding Ecuadorian authorities regarding the payment of its annual concession fees for its 42 mineral exploration concessions in Ecuador for the year 2024. The final payment was made according to schedule by May 1, 2025, and the full balance has been paid.
Regarding the annual concession fees for 2025, the Company filed the appropriate documentation for their renewal and filed a request to enter into an agreement for payment. As part of the negotiations, the Company paid in full the 2025 concession fees for nine of its 42 concessions, totalling US$523,333 and representing approximately 20% of the total amount due. Negotiations for payment of the balance have ceased as a consequence of the implementation of the new Mining Service Fee as described below, and the delay in addressing a condition of compliance could result in the expiration of the concessions if payment is not fulfilled.
The concession fees paid, potential future fee obligations and expenditure commitments are set out below.
Initial Exploration Phase
Year
Annual concession
fee (USD)
Expenditure Required (USD)
Actual Expenditure
(USD)
1 (2017)
$1,973,1981
$1,038,8202
$3,354,497
2 (2018)
2,004,9231
2,077,6402
4,396,820
3 (2019)
2,046,4751
2,077,6402
5,116,155
4 (2020)
2,077,6401
2,077,6402
8,627,136
5 (2021)
2,077,6401
2,077,6402
12,820,134
6 (2022)
2,207,4931
2,077,6402
5,364,089
7 (2023)
2,337,3451
2,077,6402
4,486,236
8 (2024)
2,389,2861
2,077,6402
4,098,026
9 (2025)
2,441,2273
2,077,6404
5
Estimated 10 (2026)
6
6
5,6
1 Paid
2 Requirement satisfied.
3 The Company filed all the appropriate documentation for the renewal of its 42 mineral exploration concessions and paid US$523,333, applied in full to nine of its 42 concessions, equivalent to 20% of the total amount, as part of negotiations for a payment agreement which are now ceased as a consequence of the implementation of the new Mining Service Fee.
4 2025 amounts are estimated maximum Required Expenditures that assumes the current number of concessions are maintained and a continuing fee of USD10.00 per hectare.
5 Reported by March 31 of the following year.
6 The Company has opted for a "wait-and-see" approach and will evaluate its concessions options for 2026.
-
Relinquishment or cancellation of concessions
The size of the concession area constituting the Project may be reduced at the Company's discretion, based on exploration results. Conversely, mineral concessions can be cancelled by the State, for various reasons including, misrepresentation by the concession-holder of the stage of the concessions' exploration and development, by causing an excessive environmental impact, irreparable damage to Ecuadorian cultural heritage, or by the violation of human rights. See note 16 - Exploration expenses.
-
Exploration entitlements
The properties are subject to two percent (2%) net smelter return royalty on metal production and a two percent (2%) net sales return royalty on non-metallic products, held by Dr. Keith Barron, vendor and current Chairman, CEO, and largest shareholder of the Company.
- New Mining Service Fee
On June 20, 2025, the Ecuadorian Control and Regulation Agency (ARCOM) published a resolution imposing a new Mining Service Fee (Tasa de Fiscalización Minera) applicable to mining and exploration companies in Ecuador. On June 27, 2025, ARCOM issued regulations detailing the payment mechanism for this fee. Under the resolution, the Company has been assessed an annual administrative fee of US$24,151,420 with the first installment of US$2,012,618 due by July 31, 2025. Refer to note 20 - Subsequent events for updated information.
-
Mineral concessions and obligations
-
PROMISSORY NOTES
Promissory Notes 2017 - 2024
During 2017, 2019, 2022, 2023 and 2024 Dr. Keith Barron, who is the Chairman, President, and Chief Executive Officer, as well as a principal shareholder of the Company (the "Lender" or "Dr. Barron"), advanced a total of seven loans to the Company in the following dates and amounts:
March 20, 2017 - USD2,000,000 ($2,671,600 at an exchange rate of 1.3358 USD/CAD). Portions of this loan were repaid on various dates, including a settlement involving stock options.
April 22, 2019 - USD3,000,000 ($4,005,900 at an exchange rate of 1.3353 USD/CAD).
March 11, 2022 - USD1,187,500 ($1,510,500 at an exchange rate of 1.2720 USD/CAD), settled on November 25, 2024 into 3,868,036 common shares of the Company.
June 10, 2022 - $1,000,000, settled on April 24, 2024, together with the loan dated July 29, 2022.
July 29, 2022 - $1,000,000, settled on April 24, 2024, together with the loan dated June 10, 2022, into 10,360,825 common shares of the Company for both loans.
June 14, 2023 - $2,000,000, received in advances between June 20 and September 20, 2023.
October 13, 2023 - $1,000,000, received in advances between October 11 and December 12, 2023.
January 30, 2024 - $1,000,000, received in advances between January 25 and March 18, 2024.
The loans are unsecured, bear interest at 2% per annum and mature upon notice of twelve months and one day from the Lender. IFRS requires that where an interest rate is below the market rate, estimated at 20% throughout the year ended December 31, 2024 and 2025, there is deemed to be a benefit to the Company and as such that portion of the promissory loans considered to represent that benefit is recorded in equity as a shareholder contribution. The loans become repayable on the day following the one-year anniversary of Dr. Barron requesting repayment. The accretion on the promissory notes will be accounted for as a shareholder contribution until such time that the repayment is requested by the Lender. The amount of the benefit is then recognized over the life of the promissory notes as an accretion expense.
For the nine months ended September 30, 2025 and the
year ended December 31, 2024
September 30, 2025
December 31, 2024
Initial carrying amount
$8,147,795
$ 10,776,970
Accretion expense
1,205,777
1,879,518
Debt settlement
-
(3,254,794)
Interest rate benefit recognized as shareholder contribution
(1,074,783)
(1,700,934)
Foreign exchange translation gain
(152,129)
447,035
Balance, end of period
$8,126,660
$ 8,147,795
Promissory Note issued in April 2025
On April 30, 2025, the Company announced that Dr. Barron advanced a loan of up to US$2,094,500 to the Company. The loan is unsecured, bears interest at 2% per annum and matures upon notice of from the Lender at any time following twelve months and one day from the date of issuance. The proceeds of the loan were used to fund the Company's balance of the 2024 mineral concession fees in Ecuador. IFRS requires that where an interest rate is below the market rate, estimated at 20%, there is deemed to be a benefit to the Company and as such that portion of the promissory loan considered to represent that benefit is recorded in equity as a shareholder contribution. The accretion on the promissory note will be accounted for as a shareholder contribution until such time that the repayment is requested by the Lender. The amount of the benefit is then recognized over the life of the promissory note as an accretion expense.
For the nine months ended September 30, 2025 and the
year ended December 31, 2024
September 30, 2025
December 31, 2024
Balance, beginning of year
-
-
Total proceeds
$2,887,168
-
Initial shareholder contribution on initial recognition
(455,647)
-
Initial carrying amount
2,431,521
-
Interest rate benefit recognized as shareholder contribution
(173,061)
-
Accretion expense
196,136
-
Foreign exchange translation gain
46,200
-
Balance, end of period
$2,500,796
$ -
-
LEASE LIABILITIES
The Company has a lease related to an office for the operations in Toronto. The lease is for a term ending December 31, 2026.
Lease Liabilities
Balance at December 31, 2024
$126,358
Interest expense
4,795
Payments
(49,784)
Lease liabilities as at September 30, 2025
$81,369
Lease Liabilities
Current lease liability at year end
15,451
Non-current lease liability at year end
65,917
Lease liabilities as at September 30, 2025
$81,368
The Company used a discount rate of 6% in determining the present value of lease payments.
-
SHARE CAPITAL
Authorized share capital at September 30, 2025 and December 31, 2024 is 1,000,000,000 common shares with a par value of $0.00001 per share. All shares issued are fully paid. The number of issued and outstanding common shares at September 30, 2025 is 125,808,839 (December 31, 2024 - 104,168,397).
During the nine months ended September 30, 2025, the Company completed the following:
-
Private placement financing - April 2025
On April 3, 2025, the Company announced its intention to complete a non-brokered private placement financing of up to 5,000,000 units of the Company at a price of $0.30 per unit for total gross proceeds of up to $1,500,000. Each unit consisting of one common share of the Company and one common share purchase warrant. Each warrant entitling the holder to purchase one common share of the Company at an exercise price of $0.55 per common share for a period of 24 months following the closing of the offering.
On April 17, 2025, the Company closed the first tranche and on May 5, 2025, the second and final tranche of the non-brokered private placement financing for 3,182,899 and 2,569,022 units, respectively, priced at
$0.30 per unit, for total gross proceeds of $954,870 and $770,707, respectively. Each unit consisting of one common share and one full warrant, the warrant having and exercise price of $0.55 per warrant and an expiry date of two years after closing of the corresponding tranche.
Dr. Keith Barron subscribed for 1,000,000 units under the first tranche, and 2,000,000 units under the second tranche, for a total of 3,000,000 units under the offering. Thomas David Ullrich, a director of the Company, acquired 75,000 units under the offering.
The Company paid commissions to certain finders of an aggregate of $525 in cash and 1,750 compensation warrants for the second tranche, nil for the first tranche. Each compensation warrant entitles the holder to purchase one unit at the issue price and is exercisable for a period of twenty-four (24) months from the issuance of the compensation warrant. The cash paid for regulatory and legal costs was $35,708.
Respectively for warrants of first and second tranche, the values of $241,264 and $196,530 have been assigned respectively using the Black-Scholes option pricing model using the following respective assumptions: expected dividend yield of 0% for both, expected volatility of 103.35% and 104.20%, a risk-free rate of 2.52% and 2.54% and an expected life of 2 years for both. Volatility is based on the historical trading of the Company's shares.
-
Private placement financing - August 2025
On August 1, 2025, and August 5, 2025, the Company announced its intention to complete a non-brokered private placement financing of up to 15,000,000 units of the Company at a price of C$0.12 per unit for total gross proceeds of up to $1,800,000. Each unit consisting of one common share of the Company and one common share purchase warrant. Each warrant entitling the holder to purchase one common share of the Company at an exercise price of $0.25 per common share for a period of 24 months following the closing of the offering.
On August 21, 2025, the Company closed the oversubscribed non-brokered private placement financing for 15,886,298 units priced at $0.12 per unit, for total gross proceeds of $1,906,356. Each unit consisting of one common share and one full warrant, the warrant having and exercise price of $0.25 per warrant and an expiry date of two years from the date of issuance. Dr. Keith Barron subscribed for 5,741,666 units under the offering.
The Company paid commissions to certain finders of an aggregate of $5,118 in cash and 42,653 compensation warrants to eligible finders. Each compensation warrant entitles the holder to purchase one unit at the issue price and is exercisable for a period of twenty-four (24) months from the issuance of the compensation warrant.
A value of $460,703 has been assigned to the warrants using the Black-Scholes option pricing model using the following respective assumptions: expected dividend yield of 0%, expected volatility of 104.18%, a risk-free rate of 2.69% and an expected life of 2 years. Volatility is based on the historical trading of the Company's shares.
During the nine months ended September 30, 2024, the Company completed the following:
-
Private placement financing
On May 31, 2024, the Company closed the previously announced (April 17, 2024) non-brokered private placement financing for 18,716,112 units priced at $0.20 per unit, completed in three tranches on May 9, May 23 and May 31 of 2024 for total gross proceeds of $3,743,222. Each unit consisted of one common share and one full warrant, the warrant having an exercise price of $0.45 per warrant and expiring 24 months after the closing date of the applicable tranche. The Company paid commissions to certain finders of an aggregate of $3,430 in cash and 17,150 finder warrants. Each finder warrant entitles the holder to purchase one unit at the issue price and is exercisable for a period of twenty-four (24) months from the closing of the first tranche.
Dr. Keith Barron, the Chief Executive Officer, President, director, promoter and a significant shareholder of the Company subscribed for 2,303,360 units of this offering and acquired 10,360,825 common shares of the Company pursuant to the Debt Settlement. Thomas David Ullrich, a director of the Company, acquired 100,000 Units under the Offering.
The aggregate cash paid for finders' commissions, regulatory and legal costs was $67,308.38. A value of
$1,003,426.05 has been assigned to warrants using the Black-Sholes option pricing model for each tranche using the following assumptions: expected dividend yield of 0%, an expected life of 2 years, an expected volatility of 116.99%, 117.27% and 112.92%, respectively, and a risk-free rate of 4.19%, 4.19% and 4.26%, respectively. Volatility is based on the historical trading of the Company's shares.
-
Debt Settlement
The Company announced on April 17, 2024, followed by an update on April 24, 2024, that the Board of Directors approved a debt settlement arrangement with Dr. Barron, whereby Dr. Barron will convert up to
$2,000,000, plus accumulated interest of $72,165, of the loans owed to him by the Company into Common Shares at a price of $0.20 per Common Share (the "Debt Settlement"). There are no warrants associated with the Debt Settlement. The Company has elected to settle the indebtedness through the issuance of Common Shares to preserve cash and strengthen the Company's balance sheet.
On May 9, 2024, the Company announced the completion of the Debt Settlement. Pursuant to which, the Company issued an aggregate of 10,360,825 Common Shares to Dr. Keith Barron in settlement of
$2,000,000 of loans plus interest thereon of $72,165, for an aggregate amount of $2,072,165 owed to him by the Company, at a price of C$0.20 per Common Share. The 10,360,825 Common Shares were recorded at $1,769,617, representing the carrying value of the promissory notes and accrued interest.
-
Private placement financing - April 2025
-
STOCK-BASED COMPENSATION
Stock Options
The Company maintains a stock option plan (the "Plan") for the benefit of directors, officers, employees, and consultants. The maximum number of common shares reserved for issuance with respect to the Plan cannot exceed 10% of the issued and outstanding common shares of the Company at the date of grant. Stock options generally vest 1/3 annually.
During the nine months ended September 30, 2025, the Company recorded the following stock option transactions:
On February 25, 2025, the Company announced the appointment of Ms. Carolina Lasso as Vice President, Corporate Social Responsibility and granted 20,000 stock options exercisable at $0.37 each. The options have a 5-year expiry term and shall vest one-third immediately, one-third one year from the date of grant, and one-third vesting two years after the date of grant. A fair value of $5,400 was determined using the Black-Scholes pricing model with the following assumptions: expected dividend yield of 0%, expected volatility based on historical trading of 99% and risk-free rate of 2.8%
The directors of the Company agreed to receive their director fees for 2025 in stock options in lieu of cash. The Company granted a total of 64,000 stock options exercisable at $0.36 in lieu of their director fees for the first quarter of 2025; 108,000 stock options exercisable at $0.23 in lieu of their director fees for the second quarter of 2025 and 168,000 stock options exercisable at $0.15 in lieu of their director fees for the third quarter of 2025, expiring after three years and vesting immediately. A fair value of $15,360; $15,120 and $15,120 respectively was determined using the Black-Sholes pricing model with the following assumptions: expected dividend yield of 0%, an expected life of 3 years from the date of issuance, expected volatility based on historical trading of 111%, 106% and 109% respectively, and risk-free rate of 3.00%; 2.57%, and 2.51% respectively.
On June 30, 2025, the Board of Directors granted up to 2,465,000 stock options to directors, officers, employees and consultants in accordance with the Company's Stock Option Plan. The stock options have an exercise price of C$0.23, are exercisable for five years and are subject to customary vesting conditions. A fair value of $419,050 was determined using the Black-Sholes pricing model with the following assumptions: expected dividend yield of 0%, expected volatility based on historical trading of 101%, and risk-free rate of 2.86%.
On February 7, 2025, 125,000 stock options with an estimated fair value of $295,000 expired unexercised.
The following summarizes the stock options activity during the nine months ended September 30, 2025:
Number of
Options
Weighted Average
Exercise Price
Balance - December 31,2024
7,339,468
$0.86
Granted
2,955,000
0.23
Expired
(125,000)
3.16
Balance - September 30,2025
10,169,468
$0.65
The stock-based compensation expense as at September 30, 2025 was $576,083.
The following summarizes the stock options outstanding at September 30, 2025:
Issued Number Exercisable Number Exercise Price Estimated Fair of Options of Options on Exercisable Expiry Date Value
Options
460,000
460,000
3.51
17-Nov-25
909,419
100,000
100,000
3.25
22-Dec-25
182,500
200,000
200,000
3.21
25-Jan-26
378,400
53,568
53,568
0.46
11-Apr-26
14,999
58,000
58,000
0.33
30-Jun-26
11,600
40,000
40,000
2.52
1-Jul-26
59,640
107,200
107,200
0.24
30-Sep-26
15,008
79,200
79,200
0.31
31-Dec-26
15,048
94,000
94,000
0.25
31-Mar-27
15,040
54,000
54,000
0.46
28-Jun-27
16,200
1,170,000
1,170,000
0.84
30-Jun-27
659,152
162,500
162,500
0.84
4-Jul-27
73,136
35,000
35,000
0.84
18-Aug-27
14,163
42,000
42,000
0.54
30-Sep-27
15,120
215,000
21,500
0.70
30-Oct-27
79,066
54,000
54,000
0.43
31-Dec-27
15,120
64,000
64,000
0.36
31-Mar-28
15,360
1,990,000
1,990,000
0.33
30-Jun-28
457,700
108,000
108,000
0.23
30-Jun-28
15,120
168,000
168,000
0.15
30-Sep-28
15,120
2,100,000
1,400,000
0.46
28-Jun-29
577,501
200,000
66,667
0.70
30-Oct-29
67,954
20,000
6,667
0.37
24-Feb-30
2,731
130,000
43,333
0.27
24-Apr-30
10,500
2,465,000
821,667
0.23
30-Jun-30
139,683
10,169,468
7,399,302
$0.76
$3,775,280
The weighted average contractual life remaining for stock options as at September 30, 2025 is 3.07 years (December 2024 - 3.18 years) and the weighted average exercise price on exercisable options is $0.76 (December 31, 2024 - $1.05).
Restricted Stock Units ("RSUs")RSUs are granted to encourage employee performance and retention. The RSUs are awarded based on performance criteria and vest over three years in equal instalments. For each RSU that vests a common share in the company is issued. There was no RSU activity during the nine months ended September 30, 2025.
Shares to be issuedShares to be issued ("STBI") are restricted stock units that have fully vested but where the related shares are yet to be issued. There was no activity related to STBI for the nine months ended September 30, 2025:
Balance - December 31,2024 184,300 $2.99 $550,748 Balance - September 30,2025 184,300 $2.99 $550,748 Number of Shares to Weighted Average Fair Estimated Fair Value be Issued Value on Grant Date on Grant Date
-
WARRANTS
The following summarizes the warrants and agents' warrants activity and outstanding warrants and Agents' warrants for the nine months ended September 30, 2025:
Exercise of warrantsNumber of Warrants/
Agents' Warrants
Weighted Average
Exercise Price
Estimated Fair
Value
Balance - December 31, 2024
39,114,703
$0.83
$5,673,900
Issued warrants private placements ( (notes 12(i) and (ii))
21,638,219
0.33
881,794
Finders warrants (Exercisable into units*)
44,403
0.26
1,371
Exercised
(2,223)
0.45
(120)
Balance - September 30, 2025
60,795,102
$0.65
$6,556,945
On June 9, 2025, a total of 2,223 warrants were exercised at a price of $0.45 per common share of the Company.
Outstanding warrantsOn February 20, 2025, the Company announced the extension of the exercise period for a total of 1,996,653 unlisted common share purchase warrants, all of which were exercisable at $1.25 per common share and would otherwise expire on March 28, 2025, or March 30, 2025. The following table summarizes the warrants and Agents' warrants outstanding as at September 30, 2025:
Expiry date
Number of Warrants
Exercise Price
March 23, 2026
7,818,505
0.75
March 28, 2026
1,586,653
1.25
March 30, 2026
410,000
1.25
April 25, 2026
1,262,855
0.75
May 9, 2026
10,889,287
0.45
May 19, 2026
224,703
0.75
May 23, 2026
4,219,752
0.45
May 31, 2026
3,622,000
0.45
October 21, 2026
3,835,250
2.20
October 21, 2026
230,115
2.20
October 21, 2026
1,256,037
2.20
December 13, 2026
2,736,579
0.75
December 23, 2026
1,020,744
0.75
April 17, 2027
3,182,899
0.55
May 5, 2027
2,570,772
0.55
August 21, 2027
15,928,951
0.25
Balance - September 30,2025
60,795,102
$0.65
The weighted average contractual life for warrants outstanding as at September 30, 2025 is 1.10 years (December 31, 2024 - 1.40 years). Refer to note 20 - Subsequent events for information regarding issued warrants related to a private placement.
-
KEY MANAGEMENT COMPENSATION EXPENSE
In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and nonexecutive) of the Company. Director's fees are $15,000 per annum, per director or $3,750 per quarter. The Directors agreed to receive all of their director fees in the form of stock options in lieu of cash for the year 2024 and 2025.
For the nine months ended September 30,
2025
2024
Salary - corporate (1)
$137,189
$122,648
Salary - technical (2)
176,051
194,597
Stock-based compensation for key management (3)
404,420
383,561
Total key management compensation expense
$717,660
$700,806
(1) Salary - corporate includes 100% CFO fees.
(2) Salary - technical includes 100% of Vice President Exploration compensation.
(3) This figure is the estimated expense of vested stock options and RSUs granted to key management and directors during the nine months ended September 30, 2025 and 2024.
-
EXPLORATION EXPENSE
Three months ended September 30, Nine months ended September 30,
2025
2024
2025
2024
ECUADOR
GEOLOGY/FIELD:
- Salaries, benefits
$69,030
$103,184
$216,559
$222,156
- Camp costs, equipment, supplies
33,793
83,339
138,303
164,164
- Project management
13,795
12,050
74,619
26,349
- Travel, accommodation
5,257
11,121
28,058
15,697
- Office (Quito, Macas)
5,059
4,799
14,912
15,211
- Environment, health & safety
8,362
9,764
28,608
26,170
- Water
15,298
14,498
46,032
43,630
- Drilling
-
109
-
82,424
GEOCHEMISTRY
-
425
-
428
GEOPHYSICS
-
87,418
5,721
87,418
EXPERT CONSULTANTS
13,255
25,377
79,313
49,996
OTHER TECHNICAL STUDIES
-
-
-
-
CORPORATE SOCIAL RESPONSIBILITY - fees, travel, supplies
119,679
103,097
324,035
264,156
LEGAL AND OTHER FOR CONCESSIONS
-
31
14,486
23,167
CONCESSION MAINTENANCE - permits
2,806,922
-
6,310,392
3,237,483
Total exploration in Ecuador
$3,090,450
$455,211
$7,281,038
$4,258,449
PERU (Subsidiary disposed on September 23, 2024)
- Costs related to concession fee applications
-
(322)
-
(344,609)
- Technical Consulting
-
4
-
3,591
- Legal
-
3
-
2,331
Total exploration in Peru
-
$(315)
-
$(338,687)
FRANCE
- Costs related to concession fee applications
-
4,199
-
4,199
- Geochemistry
22
7,514
$23,699
7,514
- Project management
27,425
54,058
101,432
168,249
- Expert consultants
57,280
67,861
156,063
88,830
- Camp costs, equipment, supplies
112
3,849
7,650
3,849
- Travel, accommodation
3,057
13,529
8,465
29,117
- Corporate social responsibility
28,022
-
117,562
-
- Legal expenses
-
43,270
-
52,024
Total exploration - France
$115,918
$194,280
$414,871
353,782
TOTAL EXPLORATION EXPENSE
$3,206,368
$649,177
$7,695,909
$4,273,544
-
RELATED PARTY TRANSACTIONS
Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. The Company entered into the following transactions with related parties during the nine months ended September 30, 2025 and 2024:
(a) During the nine months ended September 30, 2025, the Company incurred expenses of $nil (nine months ended September 30, 2024-$82,431) for its operations in France paid by Dr. Keith Barron. At September 30, 2025 $115,287 remained as an account payable due to Dr. Barron (September 30, 2024-$82,431).
For other related party transactions, see note 9 - Mineral property interests, note 10 - Promissory notes, note 12 - Share Capital, note 15 - Key management compensation expense and note 20 - Subsequent events.
-
SEGMENTED INFORMATION
At September 30, 2025, the Company's operations comprised one business segment engaged in mineral exploration and two geographical segments - Ecuador, and France. Cash of $799,256 (December 31, 2024
- $1,494,805) is held in a Canadian chartered bank, $2,923 (December 31, 2024 - $69,035) being held in a chartered bank in Ecuador and, $60,219 (December 31, 2024 - $29,364) being held in a chartered bank in France.
-
COMMITMENTS AND CONTINGENCIES
Environmental contingencies
The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations.
Service costs and consulting agreements
The Company is a party to certain management contracts. On January 1, 2025, the Company transitioned its CFO from a fractional role to a full-time employee under a new employment agreement, with an indefinite term and standard severance provisions, including termination without cause or in the event of a change of control. Prior to this, the CFO served under a corporate services agreement entered into on June 30, 2022, with services billed at $230 per hour based on hours worked. Average monthly fees during 2024 were approximately $13,000. The agreement was initially for a twelve-month term and subsequently renewed for successive periods of six months until December 31, 2024.
The Company's management contracts collectively include minimum commitments of approximately
$1,339,000 of which the totality is due within one year upon the termination of those contracts. In the occurrence of a change of control, additional contingent payments of up to approximately $253,000 would be due. As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements.
In September 2022, the Company entered into a four-year term office lease agreement with monthly fees starting at $5,248 increasing to $5,673 through the term of the lease. See note 11 - Lease liabilities.
- SUBSEQUENT EVENTS
The Company signed a Memorandum of Understanding (the "MOU") with Società per il Risanamento e lo Sviluppo Ambientale dell'ex miniera di amianto di Balangero e Corio (Society for the Remediation and Environmental Development of the former asbestos mine of Balangero and Corio otherwise known as "RSA"), and Firestone Ventures Inc. ("Firestone"). The MOU aims to examine the extensive tailings for a potentially commercially viable recovery of valuable nickel and cobalt, two "Critical Metals" for electric battery production. The Company has been investigating this concept since March 2024 as complementary to the ongoing Corsica awaruite nickel programme. Firestone will be responsible for the carbon capture portion of the project.
The MOU allows for data collection and sampling of tailings at the former Balangero Asbestos Mine (1916-1990), approximately 25 km NNW of Turin, Italy, to:
Examine the possibilities of extracting valuable nickel, cobalt, chromium, iron and copper from the waste piles, and
Examine the feasibility of using the waste stream to capture carbon from industrial sources and permanently destroy all the asbestos minerals, thereby rendering the material completely benign.
This is a cleanup project with the added bonus of carbon capture and production of critical metals. The MOU has a term of 1 year, after which, if results prove favourable, the parties are expected to enter into a commercial agreement with respect to the extraction of metals from the waste piles and subsequent carbon capture from the waste product stream. Aurania and Firestone have exclusive access to the site for this evaluation.
Private placement financingsOn November 20, 2025, the Company announced it intends to complete a non-brokered private placement financing of up to 12,500,000 units of the Company at a price of $0.12 per unit for total gross proceeds to the Company of up to $1,500,000. Each unit will consist of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of $0.25 per warrant for a period of 24 months following the closing of the offering.
There is no guarantee that the private placement will close in full or at all.
New Mining Service Fee in EcuadorSeven constitutional challenges against the new Mining Service Fee have been presented in Ecuador and some of those have been accepted by the Court without directing ARCOM to halt the collection of the fees during the process, which could take several years. The Company will wait for these procedures to follow their course and assess its legal rights and options for further courses of action. Meanwhile, the Company has decided to suspend all exploration activities in Ecuador and opted for a "wait-and-see" approach as it has taken steps to streamline its cost structure and minimize expenditures to preserve cash during this period.
Payment of Mineral Properties in EcuadorAs of the date of this document, negotiations related to the payment of the balance of the 2025 concession fees, corresponding to 33 concessions, have ceased as a consequence of the implementation of the new Mining Service Fee, which has become a priority for the Ecuadorian government. The delay in addressing a condition of compliance could result in the expiration of the concessions if payment is not fulfilled.
