(An Exploration Stage Company)
Condensed Interim Consolidated Financial Statements
(Unaudited - presented in Canadian dollars)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim financial statements of Equity Metals Corporation (the "Company") have been prepared by and are the responsibility of the Company's management. The condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and reflect management's best estimates and judgments based on information currently available.
The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the annual audit and reviews the condensed consolidated interim financial statements prior to their submission to the Board of Directors for approval.
The accompanying condensed interim consolidated financial statements have not been reviewed by the Company's independent auditor.
Equity Metals Corporation(An Exploration Stage Company)
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Presented in Canadian dollars) | |||
May 31, | August 31, | ||
Note | 2025 | 2024 | |
Current Assets | $ | $ | |
Cash and cash equivalents | 5,376,151 | 5,000,044 | |
Receivables and prepaids | 8 | 313,445 | 277,738 |
Total current assets | 5,689,596 | 5,277,782 | |
Non-Current Assets Reclamation and other deposits | 5 | 208,980 | 147,480 |
Property and equipment | 4 | 33,560 | 34,740 |
Exploration and evaluation assets | 5 | 283,659 | 38,415 |
Total non-current assets | 526,199 | 220,635 | |
Total Assets | 6,215,795 | 5,498,417 | |
Current Liabilities Accounts payable and accrued liabilities | 445,444 | 523,119 | |
Amounts due to related parties | 8 | 42,359 | 33,381 |
Reclamation provision | 5 | 10,000 | 106,325 |
Flow-through premium liability | 6 | 800,556 | 869,465 |
Total liabilities | 1,298,359 | 1,532,290 | |
Equity Share Capital | 7 | 36,437,071 | 33,032,052 |
Subscriptions received in advance (receivable) | 7 | - | 15,000 |
Reserves | 7 | 6,106,260 | 5,461,441 |
Accumulated other comprehensive loss | (103,800) | (103,800) | |
Deficit | (37,522,095) | (34,438,566) | |
Total equity | 4,917,436 | 3,966,127 | |
Total Liabilities and Equity | 6,215,795 | 5,498,417 | |
(signed) "Courtney Shearer" (signed) "Joseph A. Kizis"
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Three months ended Nine months ended
Note | May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | |
Exploration Expenses | $ | $ | |||
Exploration expenses, net of recoveries | 5, 8 | 457,485 | 737,342 | 2,405,168 | 1,710,315 |
Administrative Expenses Insurance | 2,075 | 2,048 | 6,227 | 6,146 | |
Legal, audit and accounting | 8 | 50,013 | 56,921 | 198,068 | 180,048 |
Licences, fees and other | 9,540 | 8,426 | 41,606 | 35,423 | |
Management fees | 8 | 10,605 | 14,248 | 31,930 | 38,238 |
Office rent and building expenses | 8 | 15,000 | 15,000 | 45,000 | 45,000 |
Printing, stationery and office | 10,810 | 9,751 | 38,612 | 24,997 | |
Shared-based compensation | 7, 8 | 792,196 | - | 792,196 | 389,537 |
Telephone | 494 | 499 | 1,724 | 1,823 | |
Transfer agent fees | 3,516 | 3,590 | 19,271 | 16,193 | |
Travel, marketing and promotion | 8 | 69,651 | 63,710 | 240,589 | 222,716 |
(963,900) | (174,193) | (1,415,223) | (960,121) | ||
Interest income and miscellaneous | 25,989 | 13,018 | 89,578 | 28,527 | |
Foreign exchange loss | (1,112) | (1,729) | (1,565) | (3,230) | |
Flow-through premium recovery | 6 | 130,048 | 201,238 | 710,155 | 349,902 |
Part XII.6 tax arising on flow through financings | 6 | (41,877) | (43,506) | (61,306) | (43,506) |
Net loss and comprehensive loss for the period | (1,308,337) | (732,514) | (3,083,529) | (2,338,743) | |
Weighted average number of shares outstanding | 195,504,844 | 158,131,165 | 189,503,508 | 153,638,907 | |
Basic and diluted net loss per share | (0.01) | (0.00) | (0.02) | (0.02) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Share Capital | Share Capital | Subscriptions received in advance | Reserves | AOCL(1) | Deficit | Total | |
Number | $ | $ | $ | $ | $ | $ | |
Balance, August 31, 2023 | 148,005,458 | 28,460,898 | 5,415,227 | (103,800) | (30,714,878) | 3,057,447 | |
Shares issued on private placement | 8,500,000 | 1,615,000 | - | - | - | - | 1,615,000 |
Less: Issue costs | - | (26,304) | - | - | - | - | (26,304) |
Flow through premium | - | (425,000) | - | - | - | - | (425,000) |
Exercise of warrants | 3,020,500 | 442,950 | 44,040 | (10,125) | - | - | 476,865 |
Exercise of options | 350,000 | 72,057 | - | (32,807) | - | - | 39,250 |
Transfer of value on expired options | - | - | - | (56,146) | - | 56,146 | - |
Transfer of value on expired finders' warrants | - | - | - | (298,756) | - | 298,756 | - |
Share-based payments | - | - | - | 389,537 | - | - | 389,537 |
Net loss for the period | - | - | - | - | - | (2,338,743) | (2,338,743) |
Balance, May 31, 2024 | 159,875,958 | 30,139,601 | 44,040 | 5,406,930 | (103,800) | (32,698,719) | 2,788,052 |
Shares issued on private placement | 13,760,000 | 4,059,200 | - | - | - | - | 4,059,200 |
Less: Issue costs | - | (177,255) | - | 64,397 | - | - | (112,858) |
Flow through premium | - | (1,169,600) | - | - | - | - | (1,169,600) |
Exercise of warrants | 1,346,500 | 162,518 | (29,040) | (938) | - | - | 132,540 |
Exercise of options | 64,000 | 17,588 | - | (8,948) | - | - | 8,640 |
Net loss for the period | - | - | - | - | - | (1,739,847) | (1,739,847) |
Balance, August 31, 2024 | 175,046,458 | 33,032,052 | 15,000 | 5,461,441 | (103,800) | (34,438,566) | 3,966,127 |
Receipts of private placement funding | 9,160,657 | 2,473,377 | - | - | - | - | 2,473,377 |
Less: Issue costs | - | (105,218) | - | 37,287 | - | - | (67,931) |
Allocation to flow-through premium | - | (641,246) | - | - | - | - | (641,246) |
Shares issued for exploration and evaluation assets | 944,686 | 188,937 | - | - | - | - | 188,937 |
Exercise of warrants | 8,829,000 | 1,212,296 | (15,000) | (57,151) | - | - | 1,140,145 |
Exercise of options | 1,636,000 | 276,873 | - | (127,513) | - | - | 149,360 |
Share-based payments | - | - | 792,196 | - | - | 792,196 | |
Net loss for the period | - | - | - | - | - | (3,083,529) | (3,083,529) |
Balance, May 31, 2025 | 195,616,801 | 36,437,071 | - | 6,106,260 | (103,800) | (37,522,095) | 4,917,436 |
(1)Accumulated other comprehensive loss |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(Unaudited - Presented in Canadian dollars)
May 31 2025 | May 31, 2024 | |
$ | $ | |
Cash flows from operating activities Net loss for the period | (3,083,529) | (2,338,743) |
Items not affecting cash | ||
Depreciation | 5,364 | 6,087 |
Accrued interest income | (89,578) | 22,445 |
Share-based payments | 792,196 | 389,537 |
Foreign exchange loss | 1,565 | (3,230) |
Flow-through premium recovery | (710,155) | (349,902) |
(3,084,137) | (2,273,806) | |
Changes in non-cash operating working capital | ||
Change in receivables and prepaids | (8,218) | (34,076) |
Change in reclamation provision | (96,325) | - |
Change in accounts payable and accrued liabilities | (77,675) | 485,293 |
Change in amounts due to related parties | 8,978 | 10,849 |
Cash used in operating activities | (3,257,377) | (1,811,740) |
Cash flows used in investing activities | ||
Mineral property bond security refunds (deposits) | (61,500) | - |
Acquisition of exploration and evaluation assets | (56,307) | - |
Purchase of equipment | (4,184) | (12,356) |
Interest income received | 62,089 | - |
Cash used in investing activities | (59,902) | (12,356) |
Cash flows from financing activities | ||
Receipts from private placement financing | 2,473,377 | 1,615,000 |
Share issue costs | (67,931) | (26,304) |
Proceeds from exercise of options | 149,360 | 39,250 |
Proceeds from exercise of warrants | 1,140,145 | 432,825 |
Warrant proceeds received in advance | - | 44,040 |
Cash from financing activities | 3,694,951 | 2,104,811 |
Increase in cash and cash equivalents | 377,672 | 280,715 |
Effects of foreign exchange on cash and cash equivalents | (1,565) | 3,230 |
Cash and cash equivalents - Beginning | 5,000,044 | 2,951,659 |
Cash and cash equivalents - Ending | 5,376,151 | 3,235,604 |
Supplemental cash flow information (Note 11)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(Unaudited - Presented in Canadian dollars)
Nature of operations and going concern
Equity Metals Corporation ("Equity Metals Corporation" or the "Company") was incorporated pursuant to the laws of British Columbia on April 7, 1964. On September 12, 2019, the Company changed its name from New Nadina Explorations Limited to Equity Metals Corporation and changed its stock symbol to "EQTY" from "NNA". The Company is principally engaged in the acquisition, exploration, and development of mineral and diamond properties in British Columbia, Saskatchewan and the Northwest Territories. The Company's common shares trade on the TSX Venture Exchange under the trading symbol "EQTY" and on the OTCQB Venture Marketplace in the United States of America under the trading symbol "EQMEF". The Company is extra-provincially registered in the Province of Saskatchewan and extra-territorially registered in the Northwest Territories.
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards and on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.
The Company has incurred losses since inception and expects to incur further losses in the development of its business. As at May 31, 2025, the Company had working capital of $4,391,237 and an accumulated deficit of
$37,522,095, which has been funded primarily by the issuance of equity.
The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its general operating expenses and to continue to explore its mineral properties. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These factors may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities, the reported expenses and the statements of financial position classifications that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
Basis of presentation Statement of compliance
The Company's unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards (as issued by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC")) ("IFRS") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements do not include all the information and note disclosures required by IFRS Accounting Standards for annual financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended August 31, 2024, which have been prepared in accordance with IFRS.
The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended August 31, 2024.
(Unaudited - Presented in Canadian dollars)
Basis of consolidation
These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its 100% controlled subsidiary, 1157274 B.C. Ltd. which was incorporated by the Company on March 19, 2018. Subsidiaries are entities controlled by the Company and are included in the unaudited condensed interim consolidated financial statements from the date that control commences until the date that control ceases. The Company and its subsidiary apply the same accounting policies. All material intercompany balances are eliminated on consolidation.
Use of estimates, assumptions and judgments
In preparing these unaudited condensed interim consolidated financial statements, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended August 31, 2024.
Property and equipment
Building
Equipment
& Vehicles
Total
$
$
$
Cost
Balance at August 31, 2023
148,032
104,925
252,957
Additions
-
12,356
12,356
Balance at August 31, 2024
148,032
117,281
265,313
Additions
-
4,184
4,184
Balance at May 31, 2025
148,032
121,465
269,497
Accumulated depreciation
Balance at August 31, 2023
135,253
87,404
222,657
Depreciation
2,371
5,545
7,916
Balance at August 31, 2024
137,624
92,949
230,573
Depreciation
1,484
3,880
5,364
Balance at May 31, 2025
139,108
96,829
235,937
Net book value
Balance at August 31, 2024
10,408
24,332
34,740
Balance at May 31, 2025
8,924
24,636
33,560
(Unaudited - Presented in Canadian dollars)
Exploration and evaluation assets
Amounts capitalized to exploration and evaluation assets at May 31, 2025 and August 31, 2024 are as follows:
August 31,
Acquisition cost of exploration and evaluation assets May 31, 2025 2024
Silver Queen property - BC (100% interest)
$ 38,413
$ 38,413
Arlington property - BC (earn-in interest)
245,244
-
Monument Diamond property - NWT (57.49% interest)
1
1
WO Claim block - NWT (4.47% interest)
1
1
La Ronge Silica project - SK (100% interest)
-
-
283,659
38,415
Silver Queen property, British Columbia - Omineca Mining Division (100%)
The Company has a 100% interest in the Silver Queen Property, located in the Omineca Mining Division, of British Columbia. The property includes 17 crown-granted titles, comprised of 2 surface and undersurface titles and 15 undersurface-only titles, and 46 tenure claims. As at May 31, 2025, reclamation deposits of $85,000 (August 31, 2024 - $53,500) are held in relation to the Silver Queen property. At May 31, 2025, the Company has separately accrued $10,000 (August 31, 2024 - $106,325) in connection with expected future reclamation costs.
Arlington property, British Columbia (earn-in interest)
On November 5, 2024, the Company entered into an option agreement (the "Agreement") with Origen Resources Inc. ("Origen") to acquire a 100% interest in the Arlington Property located within the Arrow Boundary District of south-central British Columbia. During the period ended May 31, 2025, the Company staked 3 additional claims totaling approximately 1,830 ha and capitalized $3,190 to exploration and evaluation assets in connection with staking costs. The property is comprised of 12 claims totaling approximately 5,387 ha. In order to acquire the undivided 100% interest, the Company is required to:
Pay to Origen:
$50,000 upon execution of the Agreement (paid);
$30,000 upon execution of the Agreement (as reimbursement of costs associated with the bond posted in regard to the current drill permit) (paid) - recorded in reclamation and other deposits in the consolidated statement of financial position; and
$50,000 on or before the first anniversary of Regulatory Approval.
Issue and deliver to Origen common shares (the "Shares") of the Company:
$200,000 worth of Shares (issued - Note 7); and
$200,000 worth of Shares, or 2,000,000 Shares, whichever is the greater, on or before the first anniversary of Regulatory Approval;
with the number of such Shares to be calculated on the basis of the volume-weighted average price of the Shares on the Exchange for the most recent 20 trading days prior to the date of issuance, subject to a minimum deemed
(Unaudited - Presented in Canadian dollars)
issue price set at the Discounted Market Price (as defined in the policies of the Exchange) of the Shares at the time of announcement of this Letter Agreement by way of news release; and
Incur aggregate exploration expenditures on the Claims of not less than $250,000 on or before the first anniversary of Regulatory Approval (incurred).
The property is subject to a net smelter return royalty (the "NSR Royalty") in the amount of 2% of net smelter returns. The Company has an option to purchase 1% of the NSR Royalty at any time for $1,000,000.
During the nine months ended May 31, 2025, the Company issued 944,686 common shares to Origen in connection with the agreement. For accounting purposes, the shares were valued at the closing price on the issuance date of $0.20 per common share. As a result, the amount of $188,937 was capitalized to the acquisition of exploration and evaluation assets.
La Ronge Silica project, Saskatchewan (100%)
The Company holds a 100% interest in a renewable mineral lease covering a silica quarry which expires in December 2029.
Monument Diamond property, Lac de Gras NWT (57.49%)
In May 2002, the Company acquired from DHK Diamonds Inc. three claims and took them to lease in the Mackenzie District Mining Division, Northwest Territories. An Agreement provides for a 1% gross overriding royalty payable to each of DHK Diamonds Inc. and Royal Gold Inc. (Kennecott Canada Explorations Inc.), with the Company having an indirect 0.4337% interest in the royalty. Equity Metals is the operator and retains 57.49% with two other parties holding the remaining participating interest in the mineral claims. During 2023, the Company renewed the mineral leases for a 21-year period, expiring May 9, 2044, subject to aggregate annual lease payments of $15,405.
In July 2017, the Company acquired 2 staked claims adjacent to the northern boundary of the 3 mineral leases.
The Company currently holds a five-year Type "A" Land Use Permit by the Wek'eezhii Land and Water Board which was extend for a two-year period in September 2024 and expires on September 1, 2026.
As at May 31, 2025, reclamation deposits of $93,980 (August 31, 2024 - $93,980) are held by the Government of Northwest Territories in relation to the Monument property.
WO Claim block
The Company holds an indirect 4.47% (August 31, 2024 - 4.47%) of the WO claim block, a diamond property in the Northwest Territories managed by Arctic Blue Diamonds Ltd., who acquired the interest from the De Beers Group in April 2025. The Company has a cost contribution commitment, commensurate with its interest, to fund the costs of operating the WO Claim block. The Company received a letter requesting to make a contribution to the 2025 Maintenance Budget for the WO Claim block in the amount of $32,084 (paid subsequently to May 31, 2025). During the three and nine months ended May 31, 2025 the Company incurred $630 (May 31, 2024 - $nil) in geological costs relating to the WO Claim block.
(Unaudited - Presented in Canadian dollars)
Exploration and evaluation expenditures:
During the nine months ended May 31, 2025, the Company incurred the following exploration expenditures:
Silver
Queen property
Arlington project
La Ronge
Silica project
Monument
Diamond property
WO
Claim block
Total
$
$
$
$
$
$
Assay analysis
311,710
9,780
-
-
-
321,490
Camp preparation
321,816
61,715
-
-
-
383,531
Depreciation
5,364
-
-
-
-
5,364
Drilling
793,491
76,840
-
-
-
870,331
General exploration
166,358
128,604
-
1,560
-
296,522
Geology
385,731
81,536
203
542
630
468,642
Geophysics
18,610
58,400
-
-
-
77,010
Environmental and reclamation
2,368
-
-
5,401
-
7,769
Property, assessment/taxes
716
-
208
10,455
-
11,379
2,006,164
416,875
411
17,958
630
2,442,038
Generative Exploration
-
-
-
-
-
1,608
Receipt of BC METC*
(38,478)
-
-
-
-
(38,478)
1,967,686
416,875
411
17,958
630
2,405,168
* Government assistance arises from the receipt of refundable BC Mining Exploration Tax Credits.
During the nine months ended May 31, 2024, the Company incurred the following exploration expenditures:
Silver
Queen property
Arlington project
La Ronge
Silica project
Monument
Diamond property
WO
Claim block
Total
$
$
$
$
$
$
Assay analysis
157,587
-
-
-
-
157,587
Camp preparation
156,540
-
-
-
-
156,540
Depreciation
6,087
-
-
-
-
6,087
Drilling
795,684
-
-
-
-
795,684
General exploration
253,369
-
-
-
-
253,369
Geology
396,796
-
1,211
1,935
-
399,942
Environmental and reclamation
5,412
-
-
-
-
5,412
Property, assessment/taxes
1,214
-
108
15,405
-
16,727
1,772,689
-
1,319
17,340
-
1,791,348
Receipt of BC METC*
(81,033)
-
-
-
-
(81,033)
1,691,656
-
1,319
17,340
-
1,710,315
* Government assistance arises from the receipt of refundable BC Mining Exploration Tax Credits.
(Unaudited - Presented in Canadian dollars)
During the three months ended May 31, 2025, the Company incurred the following exploration expenditures:
Silver Queen
property
Arlington project
La Ronge
Silica project
Monument Diamond
property
WO
Claim block
Total
$
$
$
$
$
$
Assay analysis
3,516
-
-
-
-
3,516
Camp preparation
50,465
60,592
-
-
-
111,057
Depreciation
1,767
-
-
-
-
1,767
Drilling
-
76,840
-
-
-
76,840
General exploration
21,673
30,361
-
-
-
52,034
Geology
112,540
39,893
-
207
630
153,270
Geophysics
3,010
58,400
-
-
-
61,410
Geophysics
-
-
-
-
-
Environmental and reclamation
19,898
-
-
-
-
19,898
Property, assessment/taxes
716
-
-
15,455
-
16,171
213,585
266,086
-
15,662
630
495,963
Receipt of BC METC*
(38,478)
-
-
-
-
(38,478)
175,107
266,086
-
15,662
630
457,485
* Government assistance arises from the receipt of refundable BC Mining Exploration Tax Credits.
During the three months ended May 31, 2024, the Company incurred the following exploration expenditures:
Silver Queen
property
Arlington project
La Ronge
Silica project
Monument Diamond
property
WO
Claim block
Total
$
$
$
$
$
$
Assay analysis
12,114
-
-
-
-
12,114
Camp preparation
88,795
-
-
-
-
88,795
Depreciation
1,926
-
-
-
-
1,926
Drilling
354,083
-
-
-
-
354,083
General exploration
127,484
-
-
-
-
127,484
Geology
203,475
-
203
1,935
-
205,613
Environmental and reclamation
1,741
-
-
-
-
1,741
Property, assessment/taxes
1,214
-
-
15,405
-
16,619
790,832
-
203
17,340
-
808,375
Receipt of BCMETC*
(81,033)
-
-
-
-
(81,033)
709,799
-
203
17,340
-
727,342
* Government assistance arises from the receipt of refundable BC Mining Exploration Tax Credits.
(Unaudited - Presented in Canadian dollars)
Flow-through premium
The flow-through premium liability as at May 31, 2025 of $800,556 (August 31, 2024 - $896,465) arose in connection with the share offerings closed on June 19, 2024 and on December 17, 2024. The reported amount is the unamortized balance of the premium received from issuing the flow-through shares in June 2024 and December 2024. This balance does not represent a direct cash liability to the Company. The flow-through premium liability will be amortized, as a recovery, to the statement of loss and comprehensive loss pro-rata with the amount of related qualifying flow-through expenditures that are incurred by the Company.
The Company is committed to incur on or before December 31, 2025 qualifying Canadian exploration expenses as defined under the Income Tax Act (Canada) (the "Qualifying Expenditures") in the amount of $4,059,200 with respect to the flow-through share financing completed on June 19, 2024 and in the amount of $2,473,377 with respect to the flow-through share financing completed on December 17, 2024. None of the Qualifying Expenditures will be available to the Company for future deduction from taxable income. As of May 31, 2025, the Company incurred related aggregate exploration expenses of $3,506,303. Accordingly, the Company's remaining commitment to incur Qualifying Expenditures at May 31, 2025 is $3,026,274.
During the three and nine months ended May 31, 2025, the Company recognized an aggregate of $130,048 and
$710,155, respectively, in flow-through premium recoveries in the consolidated statements of loss and comprehensive loss.
The amounts recognized as a flow-through premium recovery represent the pro-rata portion of Qualifying CEE incurred during the applicable period for the applicable period presented in these financial statements.
Part XII.6 tax arises on the balance of exploration expenses renounced in the first tax year of an applicable flow-through financing but which remain to be incurred at the end of each month, apart from January, in the second tax year of an applicable flow-through financing. The balance of expenditures not incurred at the end of each applicable month in the second tax year of an applicable flow-through financing are subject to interest ("Part XII.6 tax") at the Canada Revenue Agency's prescribed rate. During each of the three and nine months ended May 31, 2025 the Company recorded an expense of $41,877 and $61,306, respectively, in connection with Part
XII.6 tax (May 31, 2024 - $43,506 for three and nine months ended) associated with prior flow-through financings.
Share capital
Authorized
An unlimited number of common shares without par value
Financings
During the nine months ended May 31, 2025, the Company closed a non-brokered flow-through private placement by issuing 9,160,657 premium / charity flow-through units (the "Units") at a price of $0.27 per Unit for gross proceeds of $2,473,377. Each Unit consists of one flow-through common share and one-half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase one non-flow-through common share for a period of three years, until December 17, 2027, at an exercise price of $0.27. The Company incurred finders' fees of $43,211, other cash issuance costs of $24,720 and issued an aggregate 240,060 non-
(Unaudited - Presented in Canadian dollars)
transferable finders' warrants in connection with the private placement. Each finder's warrant is exercisable to purchase one common share for a period of 3 years at a price of $0.27. The fair value of the finders' warrants of
$37,287 was calculated using the Black-Scholes Model and the following assumptions: share price - $0.17; expected life - 3 years; volatility - 119.76%; discount rate - 3.02%; dividend rate - $nil.
During the nine months ended May 31, 2025, the Company issued 1,636,000 shares (May 31, 2024 - 350,000 shares) upon exercise of stock options with a weighted-average exercise price of $0.09 for gross proceeds of
$149,360 (May 31, 2024 - $39,250). The Company reclassified fair value of $127,513 from Reserves to Share Capital associated with the 1,636,000 stock options exercised during the period (May 31, 2024 - $32,807). During the nine months ended May 31, 2025, the weighted average share price at the date of option exercises was $0.24 (May 31, 2024 - $0.20).
During the nine months ended May 31, 2025, the Company issued 8,829,000 shares (May 31, 2024 - 3,020,500 shares) upon exercise of warrants for gross proceeds of $1,140,145 (May 31, 2024 - $476,865), which also included 100,000 common shares with proceeds of $15,000 collected from the exercise of 100,000 warrants at the exercise price of $0.15 per common share, for which proceeds were received at August 31, 2024. The Company reclassified fair value of $57,151 (May 31, 2024 - $10,125) from Reserves to Share Capital in connection with the warrant exercise.
During the nine months ended May 31, 2024, the Company closed a non-brokered flow-through private placement by issuing 8,500,000 premium flow-through units (the "Units") at a price of $0.19 per Unit for gross proceeds of $1,615,000. Each Unit consists of one flow-through common share and one share purchase warrant. Each warrant entitles the holder to purchase one non-flow through common share for a period of 5 years, until December 20, 2028, at an exercise price of $0.18. The Company incurred cash issuance costs of $25,099 in connection with the private placement
Stock options
The Company has established a share purchase option plan (the "Plan") whereby the Board of Directors may from time-to-time grant options to directors, officers, employees or consultants. The maximum term of the options granted under the Plan is ten years from the date of grant, however the normal term of the options is five years, or such lesser period as determined by the Company's Board of Directors. The exercise price of options is determined by the Board of Directors and shall not be lower than the allowable discounted closing market price of the shares on the business day immediately prior to the grant date.
During nine months ended May 31, 2025, the Company granted 5,150,000 incentive stock options to directors, officers and consultants, which vested upon grant, at an exercise price of $0.17 per share and recorded share-based compensation in the amount of $792,196 for the three and nine month ended May 31, 2025. The weighted average fair value of the options granted during the period ended May 31, 2025 was $0.15, with the fair value of the options granted during the year estimated using the Black-Scholes option-pricing model. Weighted average assumptions used in the pricing model were as follows: share price - $0.18; exercise price - $0.17; expected life - 5 years; risk-free rate - 2.53 %; expected volatility (based on historical volatility) - 125.77%; expected forfeitures - nil; and expected dividends - nil.
During nine months ended May 31, 2024, the Company granted 3,650,000 incentive stock options to directors, officers and consultants, which vested upon grant, at an exercise price of $0.12 per share and recorded share-based compensation in the amounts of $Nil and $398,537, respectively, for the three and nine month ended May
(Unaudited - Presented in Canadian dollars)
31, 2024. The weighted average fair value of the options granted during the period ended May 31, 2024 was
$0.11, with the fair value of the options granted during the year estimated using the Black-Scholes option-pricing model. Weighted average assumptions used in the pricing model were as follows: share price - $0.12; exercise price - $0.12; expected life - 5 years; risk-free rate - 3.24%; expected volatility (based on historical volatility) -138.98%; expected forfeitures - nil; and expected dividends - nil.
During the period ended May 31, 2024, the Company reclassified, from Reserves to Deficit, $56,146 of fair value associated with the 700,000 options which expired during the period. No options expired during the period ended May 31, 2025.
The Company's stock options outstanding as at May 31, 2025 and the changes for the period then ended are as follow:
Number of options
Weighted average exercise price
($ per share)
Weighted average remaining life
(years)
Balance - August 31, 2024
14,961,000
0.173
2.63
Granted
5,150,000
0.170
Exercised
(1,636,000)
0.091
Balance - May 31, 2025
18,475,000
0.180
2.86
Exercisable - May 31, 2025
18,475,000
0.180
2.86
The balance of options outstanding as at May 31, 2025 is as follows:
Expiry date
Exercise price $
Number of options
outstanding
Number of options
exercisable
October 19, 2025
0.20
100,000
100,000
January 29, 2026
0.26
4,000,000
4,000,000
January 26, 2027
0.135
2,700,000
2,700,000
March 20, 2028
0.20
2,975,000
2,975,000
January 4, 2029
0.12
3,550,000
3,550,000
March 4, 2030
0.17
5,150,000
5,150,000
18,475,000
18,475,000
(Unaudited - Presented in Canadian dollars)
Share purchase warrants
The Company's warrants outstanding as at May 31, 2025 and the changes for the period then ended are as follows:
Number of warrants
Weighted average exercise price
($ per share)
Weighted average remaining life
(years)
Balance - August 31, 2024
47,075,940
0.17
1.57
Granted
4,820,388
0.27
Exercised
(8,829,000)
0.13
Expired
(265,000)
0.12
Balance - May 31, 2025
42,802,328
0.20
1.70
During the period ended May 31, 2025, the Company reclassified, from Reserves to Deficit, $nil (May 31, 2024
- $298,756) of fair value associated with the nil finders' warrants (May 31, 2024 - 2,479,566 finders' warrants) which expired during the period.
Warrants to acquire common shares are outstanding at May 31, 2025 as follows:
Expiry date
Exercise price
$
Number of warrants
outstanding
December 29, 2025
0.15
9,898,197
January 16, 2026
0.15
8,936,800
August 16, 2026
0.13
99,279
August 16, 2026
0.20
3,253,064
June 19, 2027
0.295
6,880,000
June 19, 2027
0.20
414,600
December 19, 2027
0.27
4,820,388
December 20, 2028
0.18
8,500,000
42,802,328
Options and warrants outstanding at May 31, 2025 are anti-dilutive as they would reduce the loss per share, and are therefore excluded from the calculation of diluted loss per share. Accordingly, the loss per share and diluted loss per share are the same amounts.
Related party transactions and commitments
Key management includes the President, the Chief Financial Officer, the VP Exploration, the VP Corporate Development and the directors.
(Unaudited - Presented in Canadian dollars)
The compensation paid or payable to key management for services during the three and nine months ended May 31, 2025 and 2024 is as follows:
May 31,
2025
May 31,
2024
May 31,
2025
May 31,
2024
$
$
$
$
Management and professional fees to related 23,837
25,925
69,016
39,781
General exploration fees to related parties 28,452
13,247
66,484
26,769
Share-based payments to related parties 584,530
261,471
584,530
261,471
636,819
300,643
720,030
328,021
Three months ended Nine months ended
parties
During the three and nine months ended May 31, 2025, $13,695 (May 31, 2024 - $14,788) and $47,139 (May 31, 2024 - $41,160), respectively, in non-CFO accounting support services was charged by Malaspina Consultants Inc., a company controlled by Killian Ruby, the CFO and a director of the Company. Further, during the three and nine months ended May 31, 2025, the following amounts were charged to the Company by Manex Resource Group Inc., a company indirectly controlled by Killian Ruby, the CFO and a director of the Company: (i) $22,899 (May 31, 2024 - $27,129) and $62,692 (May 31, 2024 - $58,838), respectively, being costs for general exploration services; (ii) $15,000 (May 31, 2024 - $15,000) and $45,000 (May 31, 2024 - $45,000), respectively, being costs for office rent services; (iii) $2,271 (May 31, 2024 - $1,093) and $6,935 (May 31, 2024 - $7,377), respectively, being costs for general office and administration support services; (iv) $4,293 (May 31, 2024 - $15,892) and
$31,158 (May 31, 2024 - $27,782), respectively, being costs for legal and corporate secretarial support services and (v) $28,358 (May 31, 2024 - $42,433) and $108,957 (May 31, 2024 - $119,137), respectively, being costs for corporate development and promotion services.
Included in current liabilities at May 31, 2025 is $42,359 (August 31, 2024 - $33,381) due to related parties. These amounts are unsecured and due under normal business terms.
At May 31, 2025, $10,391 (August 31, 2024 - $7,021) was included in receivables and prepaids for expense advances paid to the President and a Director of the Company.
Capital management
The Company's objectives for the management of capital are to safeguard the Company's ability to continue as a going concern, including the preservation of capital, and to achieve reasonable returns on invested cash after satisfying the objective of preserving capital.
The Company considers its equity to be its manageable capital. The Company's policy is to maintain sufficient cash and deposit balances to cover operating and exploration costs over a reasonable future period. The Company accesses capital markets as necessary and may also acquire additional funds where advantageous circumstances arise.
The Company currently has no externally imposed capital requirements. There have been no changes to the Company's approach to capital management during the nine months ended May 31, 2025.
(Unaudited - Presented in Canadian dollars)
Segmented information
The Company operates in one reportable segment, being the acquisition and exploration of exploration and evaluation assets in Canada.
Supplemental cash flow information
May 31
2025
May 31,
2024
$
$
Share-based payments
792,196
389,537
Taxes paid
-
-
Reclamation provision
(96,325)
-
Flow-through premium
641,246
425,000
Shares issued for exploration and evaluation assets
188,937
-
Issuance of common shares from subscriptions received in advance
15,000
-
Transfer of value from reserves on exercise of warrants
57,151
10,125
Transfer of value from reserves on exercise of options
127,513
32,807
Transfer of value from reserves on expiry of options
-
56,146
Transfer of value from reserves on expiry of warrants
-
298,756
Subsequent events
Subsequent to May 31, 2025, the Company issued 200,000 common shares on exercise of warrants at $0.15 per share for gross proceeds of $30,000.
