COAST COPPER CORP.
(An Exploration Stage Corporation)
CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025 (Unaudited - Expressed in Canadian Dollars) NOTICE OF NO AUDITOR REVIEWThe accompanying unaudited condensed interim financial statements have been prepared by management and approved by the Audit Committee and Board of Directors of Coast Copper Corp.
Coast Copper Corp.'s independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditors.
Note | June 30, 2025 | December 31, 2024 | |
ASSETS Current Cash | $ 771,064 | $ 561,061 | |
Receivables | 5,922 | 14,088 | |
Receivable from Skeena | 4 | - | 490,409 |
Prepaid expenses and deposits | 4,578 | 7,260 | |
Marketable securities | 5 | 394,826 | 295,578 |
1,176,390 | 1,368,396 | ||
Non-Current Exploration and evaluation assets | 6 | 1,200,365 | 1,154,673 |
Property | 860 | 1,708 | |
Reclamation deposit | 23,500 | 13,642 | |
1,224,725 | 1,170,023 | ||
2,401,115 | 2,538,419 | ||
LIABILITIES Current Accounts payable and accrued liabilities | 11(b) | 75,048 | 63,060 |
SHAREHOLDERS' EQUITY Share capital | 7 | 10,633,717 | 10,633,717 |
Other equity reserves | 7(e) | 284,967 | 393,814 |
Deficit | (8,592,617) | (8,552,172) | |
2,326,067 | 2,475,359 | ||
2,401,115 | 2,538,419 | ||
Nature of operations and going concern (Note 1) | |||
Subsequent event (Note 6(c)(i)) | |||
Approved on behalf of the Board: "Dale Wallster" , Director _"Adam Travis" , Director |
(Unaudited - expressed in Canadian dollars)
Three months ended Six months ended June 30, June 30,
Note 2025 2024 2025 2024
$ $ $ $
Expenses Amortization | 426 | 426 | 848 | 852 | |
Bonuses | 12,000 | 12,000 | 12,000 | 12,000 | |
Consulting fees | 11(a) | 21,167 | 19,500 | 37,417 | 32,500 |
Director fees | 11(a) | 16,500 | 16,500 | 33,000 | 33,000 |
Exploration expenditures | 6, 11(a) | 23,469 | 47,147 | 90,333 | 78,843 |
Investor relations | 6,218 | 6,978 | 23,089 | 23,614 | |
Office and administration | 16,151 | 16,114 | 33,276 | 28,534 | |
Prof essional fees | 9,986 | 6,393 | 25,300 | 18,837 | |
Property evaluation | 598 | 5,388 | 3,805 | 5,388 | |
Salaries and personnel costs | 11(a) | 48,908 | 53,839 | 98,300 | 107,572 |
Share-based payments expense | 11(a) | 14,185 | 9,243 | 40,984 | 27,221 |
Transfer agent, regulatory and filing fees | 1,756 | 7,158 | 10,149 | 15,544 | |
Travel and accomodation | - | 39 | - | 1,198 | |
171,364 | 200,725 | 408,501 | 385,103 | ||
Other items Accretion of receivable from Skeena | 4 | (1,613) | (17,232) | (9,591) | (40,657) |
Interest income | (459) | (585) | (459) | (594) | |
Realized (gain) loss on sale of marketable securities | 5 | (90,568) | (4,861) | (109,290) | 9,006 |
Unrealized gain on marketable securities | 5 | (75,175) | (57,140) | (99,247) | (44,816) |
Write-off of exploration and evaluation assets | - | - | 362 | - | |
(167,815) | (79,818) | (218,225) | (77,061) | ||
Loss and comprehensive loss for the period | (3,549) | (120,907) | (190,276) | (308,042) | |
Basic and diluted loss per share Basic and diluted w eighted average number of shares outstanding | $ (0.00) 74,651,690 | $ (0.00) 69,738,503 | $ (0.00) 74,651,690 | $ (0.00) 67,270,097 |
COAST COPPER CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited - expressed in Canadian dollars)
Note | Number of shares | Share capital | Other equity reserves | Deficit | Total | |
Balance, December 31, 2023 | 64,801,690 | $ 10,047,738 | $ 361,299 | $ (8,127,818) | $ 2,281,219 | |
Loss for the period | - | - | - | (308,042) | (308,042) | |
Private placement, net of share issue costs | 7(b) | 8,750,000 | 504,479 | 3,758 | - | 508,237 |
Shares issued pursuant to acquisition of mineral properties | 7(b) | 1,000,000 | 75,000 | - | - | 75,000 |
Share-based payments expense | 7(e) | - | - | 17,978 | - | 17,978 |
Reclass of cancelled stock options | 7(e) | - | - | (12,311) | 12,311 | - |
Balance, June 30, 2024 | 74,551,690 | 10,627,217 | 370,724 | (8,423,549) | 2,574,392 | |
Loss for the period Shares issued pursuant to acquisition of mineral properties | - 100,000 | - 6,500 | - - | (128,623) - | (128,623) 6,500 | |
Share-based payments expenses | - | - | 23,090 | - | 23,090 | |
Balance, December 31, 2024 | 74,651,690 | 10,633,717 | 393,814 | (8,552,172) | 2,475,359 | |
Loss for the period | - | - | - | (190,276) | (190,276) | |
Share-based payments expense | 7(e) | - | - | 40,984 | - | 40,984 |
Reclass of expired stock options | 7(e) | - | - | (149,831) | 149,831 | - |
Balance, June 30, 2025 | 74,651,690 | 10,633,717 | 284,967 | (8,592,617) | 2,326,067 |
Three months ended Six months ended June 30, June 30,
Note | 2025 | 2024 | 2025 | 2024 | |||||
$ | $ | $ | $ | ||||||
Operating Activities | |||||||||
Loss for the period | (3,549) | (120,907) | (190,276) | (308,042) | |||||
Items not involving cash: | |||||||||
Amortization | 426 | 426 | 848 | 852 | |||||
Accretion of Skeena receivable | 4 | (1,613) | (17,232) | (9,591) | (40,657) | ||||
Realized (gain) loss on sale of marketable securities | 5 | (90,568) | (4,861) | (109,290) | 9,006 | ||||
Share-based payments expense | 7(e) | 14,185 | 9,243 | 40,984 | 27,221 | ||||
Unrealized gain on marketable securities | 5 | (75,175) | (57,140) | (99,247) | (44,816) | ||||
Write-off of exploration and evaluation asset | 6 | - | - | 362 | - | ||||
Net change in non-cash w orking capital | 8 | (20,708) | (162,383) | 22,836 | (116,917) | ||||
Cash used in operating activities | (177,002) | (352,854) | (343,374) | (473,353) | |||||
Investing Activities | |||||||||
Acquisition of exploration and evaluation assets | 6, 8 | (21,340) | (276,316) | (46,054) | (276,316) | ||||
Proceeds on the sale of Skeena shares | 5 | 279,052 | 117,722 | 359,289 | 225,494 | ||||
Receipt of cash pursuant to Red Chris sale | 4 | 250,000 | 250,000 | 250,000 | 250,000 | ||||
Purchase of reclamation bond | (9,858) | - | (9,858) | - | |||||
Cash provided by investing activities | 497,854 | 91,406 | 553,377 | 199,178 | |||||
Financing Activities | |||||||||
Proceeds received pursuant to private placement | 6(b) | - | 525,000 | - | 525,000 | ||||
Share issue costs | 6(b) | - | (16,763) | - | (16,763) | ||||
Cash provided by financing activities | - | 508,237 | - | 508,237 | |||||
Net increase in cash | 320,852 | 246,789 | 210,003 | 234,062 | |||||
Cash, beginning of period | 450,212 | 24,000 | 561,061 | 36,727 | |||||
Cash, end of period | 771,064 | 270,789 | 771,064 | 270,789 | |||||
Supplemental cash flow information | 8 | ||||||||
NATURE OF OPERATIONS AND GOING CONCERN
Coast Copper Corp. ("Coast Copper" or the "Corporation") was incorporated as Roughrider Exploration Limited on December 7, 2011 under the British Columbia Business Corporations Act. Effective September 28, 2021, the Corporation changed its name from Roughrider Exploration Limited to Coast Copper Corp. The Corporation is listed on the TSX Venture Exchange ("TSX-V") as a Tier 2 Mining Issuer under the trading symbol "COCO". The principal business of the Corporation is the exploration and evaluation of mineral properties. The principal focus of the Corporation is exploring its portfolio of mineral properties, including the Empire Mine property located on northern Vancouver Island, British Columbia ("BC"). The Company's sole operating and geographical segment is the exploration and evaluation of mineral properties in Canada.
The address of the Corporation's head office and registered office is Suite 904 - 409 Granville Street, Vancouver, BC, Canada, V6C 1T2.
These condensed interim financial statements have been prepared on the going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Corporation had a loss of $190,276 for the six months ended June 30, 2025 (2024: $308,042). At June 30, 2025, the Corporation had an accumulated deficit of
$8,592,617 (December 31, 2024: $8,552,172). In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.
The Corporation has incurred operating losses in its exploration operations and its ability to continue as a going concern is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Corporation to obtain necessary financing to complete their development and fund their operations until commercially successful and future production or proceeds from the disposition thereof. While the Corporation has been successful in securing financing to date, there can be no assurances that it will be able to do so in the future, therefore, a material uncertainty exists that may cast significant doubt about the Corporation's ability to continue as a going concern.
These condensed interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses and the statement of financial position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material.
BASIS OF PREPARATION
These condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB") using accounting principles consistent with International Financial Reporting Standards ("IFRS") as issued by the IASB.
These condensed interim financial statements should be read in conjunction with the Corporation's audited financial statements for the year ended December 31, 2024 which include the accounting policies used in the preparation of these condensed interim financial statements.
These condensed interim financial statements were prepared on a historical cost basis using the accrual basis of accounting, except for cash flow information.
The Board of Directors (the "Board") approved these condensed interim financial statements on August 26, 2025.
MATERIAL ACCOUNTING POLICY INFORMATION
New standards, interpretations and amendments to existing standards not yet effective
A number of new standards and amendments to standards and interpretations have been issued by the IASB but are not effective during the year ended December 31, 2024. These have not been applied in preparing these financial statements. The standards issued but not yet effective are the following:
IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statements of loss and comprehensive loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company has not yet determined the impact of this amendment on its financial statements.
RECEIVABLE FROM SKEENA
On October 18, 2022, the Corporation completed the sale of its 100% interest in the Gin, Eldorado and Bonanza properties (collectively the "Red Chris Properties"), which are located in the Golden Triangle area of northern B.C., to Skeena Resources Limited ("Skeena") for aggregate proceeds of
$3,000,000 in cash and shares ("Purchase Price"), with payments as follows:
Cash | Share issuance | Total | |
$ | $ | $ | |
Upon Closing (October 18, 2022) | 250,000 (received) | 250,000 (received) | 500,000 |
April 18, 2023 | 250,000 (received) | 250,000 (received) | 500,000 |
October 18, 2023 | 250,000 (received) | 250,000 (received) | 500,000 |
April 18, 2024 | 250,000 (received) | 250,000 (received) | 500,000 |
October 18, 2024 | 250,000 (received) | 250,000 (received) | 500,000 |
April 18, 2025 | 250,000 (received) | 250,000 (received) | 500,000 |
1,500,000 | 1,500,000 | 3,000,000 |
As a result of a portion of the cash and shares being recoverable over a 30-month period, the original $2,500,000 receivable portion of the proceeds was discounted to a fair value of $2,268,688 on the closing date ("Closing Date").
As part of the Purchase Price, the Corporation received the first tranche cash payment of $250,000 and 39,936 common shares of Skeena with a value of $250,000. Under the terms of an asset purchase agreement, at each six-month anniversary of the Closing Date, ending 30 months from the Closing Date, Skeena shall pay Coast Copper $250,000 in cash and shall issue Skeena common shares to Coast Copper with a value of $250,000. Each tranche of Skeena shares issued under this transaction will be subject to a hold period expiring four months and one day from the date of issuance.
4. RECEIVABLE FROM SKEENA (continued)
For the last five share issuance tranches of the Red Chris Properties sale, the Corporation received 30,413 common shares of Skeena in April 2023, 39,872 common shares of Skeena in October 2023, 40,193 common shares of Skeena in April 2024, 21,222 common shares of Skeena in October 2024 and 17,229 common shares of Skeena in April 2025.
In connection with the Red Chris Properties sale, the Corporation's Chief Executive Officer ("CEO") and Chair of the Board were each awarded cash bonuses of up to $36,000, for an aggregate total of up to $72,000. The first tranche of $12,000 was paid in November 2022, the second tranche in May 2023, the third tranche in October 2023, the fourth tranche in April 2024, the fifth tranche in October 2024 and the sixth and final tranche in April 2025.
The Eldorado property is subject to a 2% net smelter returns ("NSR") royalty, half of which is owned by Cazador Resources Ltd. ("Cazador"), a private company controlled by the Corporation's CEO.
As a result of the sale of the Red Chris Properties, the Corporation recorded a receivable from Skeena which was calculated using a discount rate of 8% over the remaining term. The receivable was accreted to operations over the life of the receivable.
The continuity of the receivable from Skeena is as follows:
$ | ||
Balance December 31, 2024 | 490,409 | |
Receipt of cash | (250,000) | |
Receipt of 17,229 Skeena common shares | (250,000) | |
Accretion of receivable Balance, June 30, 2025 | 9,591 - | |
5. | MARKETABLE SECURITIES |
Marketable securities are financial assets measured at fair value through profit or loss ("FVTPL"). At June 30, 2025, they consisted of an investment of 865,817 (December 31, 2024: 865,817) free-trading common shares of Ibero Mining Corp. ("Ibero"), formerly EuroPacific Metals Inc. (Note 6(a)(ii)) and 17,229 (December 31, 2024: 21,222) restricted common shares of Skeena which become free trading on August 19, 2025. The fair value of marketable securities has been determined by reference to published price quotations in an active market, a Level 1 valuation.
During the six months ended June 30, 2025, the Corporation sold 21,222 (2024: 37,400) common shares of Skeena for net proceeds of $359,289 (2024: $225,494) and recorded a gain on sale of marketable securities of $109,290 (2024: loss of $9,006).
$ | |
Balance December 31, 2024 | 295,578 |
Receipt of FVTPL investments (17,229 Skeena shares) | 250,000 |
Proceeds on sale of FVTPL investments (21,222 Skeena shares) | (359,289) |
Realized gain on sale of FVTPL investments (21,222 Skeena shares) | 109,290 |
Unrealized gain | 99,247 |
Balance, June 30, 2025 394,826
EXPLORATION AND EVALUATION ASSETS BRITISH COLUMBIA
NORTHERN VANCOUVER ISLAND
Empire Mine Property
On September 22, 2020, the Corporation entered into an option agreement to acquire a 100% interest in the Empire Mine property (the "Empire Option Agreement") from Mirva Properties Ltd. ("Mirva"). The Empire Mine property consists of mineral claims (the "Greater Empire Claims") and crown grants (the "Quatsino Crown Grants") all located in the Rupert District on northern Vancouver Island, BC, near Port McNeill.
In order to earn a 100% interest in the Greater Empire Claims, the Corporation needed to make aggregate cash payments of $750,000, issue 3,000,000 common shares of the Corporation to Mirva and complete work commitments totaling $2,000,000 over a four-year period.
On May 27, 2024, the Corporation made the final $250,000 cash payment and share issuance of 1,000,000 common shares, valued at $75,000, to Mirva, earning a 100% interest in the Greater Empire Claims.
In order to earn a 100% interest in the Quatsino Crown Grants, the Corporation must pay Mirva the equivalent of $500,000 with either a cash payment or equivalent value in common shares of the Corporation, at the Corporation's election, on or before September 22, 2025.
The Corporation has the option to extend the Quatsino Crown Grants payment date to September 22, 2026 for an additional payment of $35,000, to September 22, 2027 for a further additional payment of $55,000 and to September 22, 2028 for a further additional payment of $75,000.
Mirva has retained a 2% NSR royalty on the Empire Mine property, of which 1% may be purchased for $1,000,000 at any time up to 120 days after commencement of commercial production. The Empire Option Agreement has been structured such that this NSR royalty plus all other NSR royalties which may currently exist and be payable on the Empire Mine property will not exceed in aggregate 2.5% before buydowns.
At June 30, 2025, the carrying value of the Empire Mine property was $1,010,749.
Knob Hill NW Property
The Corporation owns a 100% interest in mineral claims on northern Vancouver Island called the Knob Hill northwest property. At June 30, 2025 the carrying value of the Knob Hill property was $16,406.
Copper Kettle Property
During the six months ended June 30, 2025, the Corporation acquired, through staking and a purchase agreement with an arms-length party, certain mineral claims on northern Vancouver Island. At June 30, 2025 the carrying value of the Copper Kettle property was $9,981.
6. EXPLORATION AND EVALUATION ASSETS (continued)
BRITISH COLUMBIA (continued)
NORTHERN BC
Scottie West Property
The Corporation owns a 100% interest in certain claims located in the Golden Triangle area of northern BC, near the District of Stewart. At June 30, 2025, the carrying value of the Scottie West property was $3,114.
Anyox Area Properties
During the six months ended June 30, 2025, the Corporation acquired, through staking, certain mineral claims in the Golden Triangle area of northern BC. At June 30, 2025, the carrying value of the Anyox area properties was $6,868.
Virginia Silver Property
During the six months ended June 30, 2025, the Corporation acquired, through staking, certain mineral claims approximately 35 kilometers ("km") north of Smithers, BC. At June 30, 2025 the Virginia Silver property had a carrying value of $649.
Hanson Property
The Corporation owns a 100% interest in certain mineral claims located approximately 150 km west-northwest of Prince George, BC. At June 30, 2025, the carrying value of the Hanson property was $3,538.
Sweeney Property
In September 2024, the Corporation acquired a 100% interest in the Sweeney property, consisting of 8 mineral claims from Cazador and 3 mineral claims from an arm's-length third party. The Sweeney property is located in the central interior of BC. Coast Copper made a cash payment of $60,000 to Cazador, which will retain a 1% NSR royalty on the Cazador claims, 0.5% of which may be purchased by Coast Copper for $2 million. The payment to Cazador covered Cazador's acquisition costs and an initial reconnaissance program. Coast Copper made a cash payment of $134 to the arm's-length third party, who will retain a 1% NSR royalty on the 3 third party claims, 0.5% of which may be purchased by Coast Copper for $1 million.
At June 30, 2025, the carrying value of the Sweeney property was $62,134.
Toodoggone Area Properties
In April 2025, the Corporation acquired three new mineral properties through staking in the Toodoggone mining camp in northcentral BC. The three new claim blocks are the Borealis, Northern Contact and Loren properties. Total staking costs were $20,264.
6. EXPLORATION AND EVALUATION ASSETS (continued)
BRITISH COLUMBIA (continued)
SOUTHEASTERN BC
Sully Property
The Corporation owns a 100% interest in three mineral claims in southeastern BC called the Sully property.
On August 21, 2024, the Corporation executed an option agreement with an arms-length individual (the "Optionor") for six mineral tenures adjacent to the Corporation's Sully property ("Sully Agreement"). Under the terms of the Sully Agreement, the Corporation can acquire a 100% interest in the property by making a cash payment of
$5,700 (paid) and issuing a total of 500,000 common shares of the Corporation in three tranches over a two-year period as follows:
100,000 common shares to the Optionor as soon as practicable following receipt of TSX-V approval of the option agreement (issued with a fair value of $6,500);
150,000 common shares to the Optionor on or before the first anniversary date of the date of the option agreement (issued on August 12, 2025 with a fair value of
$9,000); and
250,000 common shares to the Optionor on or before the second anniversary date of the date of the option agreement.
These six mineral tenures are subject to a 1% NSR royalty with no buyback provisions. At June 30, 2025, the carrying value of the Sully property was $34,759.
Rock Canyon South Property
During the six months ended June 30, 2025, the Corporation acquired, through staking, certain mineral claims approximately 90 km northeast of Cranbrook, BC. At June 30, 2025, the carrying value of the Rock Canyon south property was $688.
SOUTHCENTRAL BC
Home Brew Property
The Corporation owns a 100% interest in four mineral claims in south central BC called the Home Brew property. At June 30, 2025, the carrying value of the Home Brew property was $8,726.
Ben Nevis Property
During the six months ended June30, 2025, the Corporation acquired, through staking, certain mineral claims approximately 30 km southeast of Goldbridge, BC. At June 30, 2025, the carrying value of the Ben Nevis property was $5,696.
Other Properties
The Corporation owns a 100% interest in certain mineral claims in BC. At June 30, 2025, the carrying values of these other properties totaled $16,793.
6. EXPLORATION AND EVALUATION ASSETS (continued)
BRITISH COLUMBIA (continued)
Jacobie and Polley East Properties
The Corporation has a 1% NSR royalty on certain Jacobie and Polley East mineral claims, half of which can be repurchased for $750,000.
SASKATCHEWAN
Genesis Property
The Corporation owns a 50% interest in the Genesis property, with a carrying value of $Nil, located in the Athabasca Basin region of Canada.
6. | EXPLORATION AND EVALUATION ASSETS (continued) | |||||||
Exploration and evaluation assets | ||||||||
A summary of the changes in exploration and evaluation assets is presented below: | ||||||||
Empire | Northern | Northern | Southeastern | Southcentral | Other | |||
Note | Mine | Vancouver Island | BC | BC | BC | Properties | Total | |
$ | $ | $ | $ | $ | $ | $ | ||
Balance, December 31, 2024 | 1,004,749 | 16,408 | 68,686 | 34,758 | 8,726 | 21,346 | 1,154,673 | |
Cash payments | 6 | 6,000 | 6,000 | - | - | - | - | 12,000 |
Staking | 6 | - | 3,981 | 24,377 | - | 5,696 | - | 34,054 |
Reallocation | - | - | 3,503 | 688 | - | (4,191) | - | |
Write-off | - | - | - | - | - | (362) | (362) | |
Change during the period | 6,000 | 9,981 | 27,880 | 688 | 5,696 | (4,553) | 45,692 | |
Balance, June 30, 2025 | 1,010,749 | 26,389 | 96,566 | 35,446 | 14,422 | 16,793 | 1,200,365 | |
EXPLORATION AND EVALUATION ASSETS (continued)
Exploration expenditures
The Corporation's exploration expenditures for the six months ended June 30, 2025 were as follows:
Northern Vancouver Island Northern BC Southeastern BC Southcentral BC
Empire
Knob Hill NW
Copper Kettle
Anyox
Virginia Silver
Hanson
Sw eeney
Toodoggone
Sully
Rock
Canyon South
Home Brew
Ben Nevis
Other Properties
Total
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Camp
11,343
147
1,111
-
-
-
-
-
-
-
-
-
-
12,601
Equipment
370
277
740
-
-
-
-
-
-
-
-
-
-
1,387
Fuel
87
270
201
-
-
-
-
-
-
-
-
-
-
558
Geological consulting
18,109
8,283
24,409
2,627
2,283
5,946
165
5,764
2,352
1,028
85
1,767
4,074
76,892
Labour and benefits
483
-
-
-
-
-
-
-
-
-
-
-
-
483
Other consulting
42,295
-
-
-
-
-
-
-
-
-
-
-
-
42,295
Overhead
273
-
-
-
-
-
-
-
-
-
-
-
-
273
Travel
358
403
127
-
-
-
-
-
-
-
-
-
-
888
73,318
9,380
26,588
2,627
2,283
5,946
165
5,764
2,352
1,028
85
1,767
4,074
135,377
Government ref und
(17,043)
(6,706)
-
-
-
(942)
(8,808)
-
(7,492)
-
(1,506)
-
(2,547)
(45,044)
56,275
2,674
26,588
2,627
2,283
5,004
(8,643)
5,764
(5,140)
1,028
(1,421)
1,767
1,527
90,333
The government refund, which was received in June 2025, is the BC mineral exploration tax credit and relates to the Corporation's exploration expenditures for the year ended December 31, 2024. The refund was allocated to the various properties based on 2024's expenditures.
SHARE CAPITAL AND RESERVES
Authorized
An unlimited number of common shares without par value An unlimited number of preference shares without par value
Share issuance details
Six months ended June 30, 2025
There were no share issuances during the six months ended June 30, 2025.
Six months ended June 30, 2024
On May 15, 2024, the Corporation completed a non-brokered private placement offering of a total of 8,750,000 units of the Corporation at an issue price of $0.06 per unit for gross proceeds of $525,000 (the "Offering"). Each unit consisted of one common share in the capital of the Corporation and one non-transferable common share purchase warrant, with each warrant entitling the holder to acquire an additional common share of the Corporation at an exercise price of $0.12 per share until May 15, 2027. Share issue costs totaled $20,521 including finders' fees of $10,920, other costs of $5,843 and 147,000 broker warrants with a fair value of $3,758, with each broker warrant having the same terms as an Offering warrant.
On May 24, 2024, the Corporation issued 1,000,000 common shares of the Corporation with a value of $75,000 to Mirva pursuant to the Empire Option Agreement (Note 6(a)(i)).
Stock options
The Corporation has a 20% fixed long-term incentive plan whereby the Corporation may grant certain awards to directors, officers, employees and consultants, including stock options, to an aggregate maximum of 12,800,338 common shares. The exercise price, term and vesting period of each option are determined by the Board within regulatory guidelines.
A summary of the changes in stock options is presented below:
Number of Weighted average
options exercise price
$
Balance, December 31, 2024 | 8,385,000 | 0.08 |
Expired | (1,200,000) | 0.18 |
Balance, June 30, 2025 | 7,185,000 | 0.07 |
SHARE CAPITAL AND RESERVES (continued)
Stock options (continued)
The following stock options were outstanding as at June 30, 2025:
Weighted average Weighted average
Exercise Price remaining life
Outstanding Exercisable (outstanding) Expiry Date (in years)
$
200,000
200,000
0.18
January 11, 2026
0.53
1,990,000
1,990,000
0.10
October 28, 2026
1.33
1,295,000
1,295,000
0.05
November 24, 2027
2.40
100,000
100,000
0.07
March 3, 2028
2.68
1,575,000
1,575,000
0.05
November 27, 2028
3.41
2,025,000
1,012,500
0.05
December 9, 2029
4.45
7,185,000
6,172,500
0.08
2.85
Share purchase warrants
A summary of the changes in warrants is presented below:
Number of Weighted average
warrants exercise price
$ Balance, December 31, 2024 and June 30, 2025 16,897,000 0.11
The following warrants were outstanding as at June 30, 2025:
Outstanding Exercisable Exercise Price Expiry Date
$
8,000,000 1 8,000,000 0.10 September 28, 2025
8,897,000 8,897,000 0.12 May 15, 2027
16,897,000 16,897,000
1 On September 28, 2024, the Corporation extended the expiry date of these warrants from the original date of September 28, 2024 to September 28, 2025. All other terms of the warrants remained the same. If the volume-weighted average price of the Corporation's common shares on the TSX-V is greater than $0.20 per share for a period of 10 consecutive trading days, the Corporation may elect to accelerate the expiry date of part or all of the 8,000,000 warrants by giving notice thereof to the holders of the warrants, and in such case that portion of the warrants would be subject to an expiry date that is 30 business days after the date on which such notice is given by the Corporation.
SHARE CAPITAL AND RESERVES (continued)
Share-based payments expense and other equity reserves
The share-based payments expense for the stock options, based on vesting schedules, during the six months ended June 30, 2025 was $40,984 (2024: $27,221).
The fair value of the stock options that vested during the six months ended June 30, 2025 and 2024 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:
2025 2024
Risk-free interest rate | 3.01% | 3.64% |
Expected stock price volatility | 81% | 79% |
Expected dividend yield | 0.0% | 0.0% |
Expected option life in years | 5.0 | 5.0 |
The weighted average fair value at grant date of options that vested during the six months ended June 30, 2025 was $0.03 (2024: $0.03).
Expected volatility is based on historical price volatility to the extent of the expected life of the option.
The fair value of the 147,000 broker warrants issued in conjunction with the Offering was $3,758 and was recorded in reserves. The weighted average assumptions were as follows:
Risk-free interest rate | 1.04% |
Expected stock price volatility | 77% |
Expected dividend yield | 0.0% |
Expected warrant life in years | 3.0 |
During the six months ended June 30, 2025, the Corporation reclassified $149,831 (2024: $Nil) from other equity reserves to deficit pursuant to expired stock options and $Nil (2024: $12,311) from other equity reserves to deficit pursuant to cancelled stock options.
SUPPLEMENTAL CASH FLOW INFORMATION
The net change in non-cash operating working capital balances for the six months ended June 30 consisted of the following:
2025 | 2024 | |
$ | $ | |
Receivables | 8,166 | (2,439) |
Prepaid expenses | 2,682 | 2,678 |
Accounts payable and accrued liabilities | 11,988 | (117,156) |
22,836 | (116,917) |
SUPPLEMENTAL CASH FLOW INFORMATION (continued)
The non-cash investing and financing transactions for the six months ended June 30, 2025 and June 30, 2024 consisted of the Corporation:
receiving 17,229 (2024: 40,193) common shares of Skeena, valued at $250,000 (2024:
$250,000), pursuant to the Red Chris Properties sale;
issuing no common shares of the Corporation (2024: 1,000,000) with a value of $Nil (2024:
$75,000) to Mirva pursuant to the Empire Option Agreement; and
issuing no broker warrants (2024: 147,000) with a fair value of $Nil (2024: $3,758) in conjunction with the Offering.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Corporation examines the various financial instruments to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk (including interest rate, currency and other price risk). The risk related to financial instruments is managed by senior management of the Corporation under directions approved by the Board.
Financial instruments
Cash, receivables, receivable from Skeena and accounts payable and accrued liabilities are carried at amortized cost as they approximate their fair values due to the short-term nature of the financial instruments. Marketable securities are measured using level 1 of the fair value hierarchy.
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
Financial risk factors
The Corporation's risk exposures and the impact on the Corporation's financial statements is summarized below:
‌Credit risk
Financial instruments that potentially subject the Corporation to a significant concentration of credit risk consist primarily of cash and receivables. The Corporation limits its exposure to credit loss by placing its cash with a major Canadian bank. The Corporation assesses expected credit risk from Skeena by assessing the maturity and ability to make payments and has not assessed a significant risk of collection.
Liquidity risk
Liquidity risk is the risk that the Corporation cannot meet its financial obligations associated with financial liabilities in full. The Corporation is exposed to liquidity risk and manages it through the management of its capital structure, as outlined below. The majority of the Corporation's current financial liabilities are anticipated to mature within the next fiscal period. The Corporation intends to settle these with funds from its positive working capital position. The Corporation remains exposed to liquidity risk.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity prices, equity prices, and foreign currency fluctuations.
Interest rate risk
Interest rate risk on cash is minimal because these investments generally have a fixed yield rate. As at June 30, 2025, the Corporation did not have any interest-bearing debt.
Foreign currency risk
The Corporation could be exposed to foreign currency risk on fluctuations related to cash, and accounts payable and accrued liabilities that are denominated in a foreign currency. As at June 30, 2025, the Corporation did not have any significant exposure to foreign currencies and so considers foreign currency risk insignificant to the Corporation at present.
Price risk
The Corporation may at times have limited indirect exposure to price risk with respect to commodity and marketable security prices. Equity price risk is defined as the potential adverse impact on the Corporation's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Corporation's marketable securities are exposed to market risk however management believes the risk is not currently significant.
CAPITAL MANAGEMENT
The Corporation's objectives when managing capital are to safeguard the Corporation's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Corporation's strategy remains unchanged from the year ended December 31, 2024.
The Corporation considers the items included in shareholders' equity as capital. The Corporation manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Corporation may issue new shares, or acquire or dispose of assets.
In order to facilitate the management of its capital requirements, the Corporation prepares annual expenditure budgets that are updated as necessary. The annual budgets are approved by the Board.
In order to maximize ongoing exploration efforts, the Corporation does not pay dividends. The Corporation's treasury management policy is to invest its cash in highly rated liquid short-term interest-bearing investments with an initial term to maturity of twelve months or less.
The Corporation is not subject to externally imposed capital requirements.
RELATED PARTY TRANSACTIONS
Key management compensation
Key management personnel at the Corporation are the Directors and Officers of the Corporation. Key management personnel, or their related parties, may hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.
In addition to key management personnel, the Corporation transacted with the following related parties during the six months ended June 30, 2025 and/or 2024:
Cazador, a private company controlled by the Corporation's CEO, Adam Travis; and
Thomas Morgan & Co Ltd. ("TMCL"), a private company controlled by the Corporation's Chair of the Board, Fletcher Morgan.
Related Party Transactions
In addition to the related party transaction described in Note 6(b)(v), the Corporation's related party transactions for the six months ended June 30 were as follows:
2025
2024
$
$
Bonuses
1
12,000
12,000
Consulting fees
2
37,417
32,500
Director fees
3
33,000
33,000
Equipment rentals (exploration)
4
-
2,763
Geological fees
5
26,540
32,500
Salaries and personnel costs
6
45,000
45,000
Share-based payments expense
7
31,371
20,974
185,328
178,737
Bonuses consisted of cash payments of $6,000 to each of Cazador and TMCL pursuant to the Red Chris Properties sale.
Consulting fees for the six months ended June 30, 2025 consisted exclusively of CEO fees earned by Mr. Travis through Cazador.
Director fees for the six months ended June 30, 2025 and 2024 consisted of amounts of $15,000 earned by Mr. Morgan through TMCL and $9,000 earned by each of the Corporation's independent Board members, Messrs. Dale Wallster and Dan Berkshire.
Equipment rentals consisted exclusively of rentals from Cazador.
Geological fees for the six months ended June 30, 2025 and 2024 consisted exclusively of fees earned by the CEO through Cazador, all of which were included in exploration expenditures.
Salaries and personnel costs consisted exclusively of amounts earned by the CFO.
Share-based payments expense is a non-cash item that consisted of the fair value of stock options that have been granted to key management personnel.
11. RELATED PARTY TRANSACTIONS (continued)
Related Party Balances
Related party balances, which are included in accounts payable and accrued liabilities on the statement of financial position, consisted of the following:
June 30,
2025
December 31,
2024
$
$
Due to Cazador
1
13,650
10,238
Due to the CFO
2
2,373
1,024
Due to independent directors
3
-
9,000
Due to TMCL
4
7,500
-
23,523
20,262
Amounts due to Cazador consisted exclusively of CEO and geological fees.
Amounts due to the CFO consisted exclusively of reimbursable expenses.
Amounts due to independent directors consisted of Messrs. Wallster's and Berkshire's director fees for the quarter ended December 31, 2024, which were paid to them in January 2025.
Amounts due to TMCL consisted of Mr. Morgan's Chair fees for the quarter ended June 30, 2025, which were paid in July 2025.
