December 31, 2024 and 2023
ContentsPage
Independent Auditor's Report 2-5
Consolidated Statements of Loss and Comprehensive Loss 6
Consolidated Statements of Financial Position 7
Consolidated Statements of Changes in Equity 8
Consolidated Statements of Cash Flows 9
Notes to the Consolidated Financial Statements 10-23
1
Independent Auditor's Report
To the Shareholders of Jayden Resources Inc.:
Opinion
We have audited the consolidated financial statements of Jayden Resources Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2024 and December 31, 2023, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2024 and December 31, 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Boards.
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(b) in the consolidated financial statements, which indicates that during the year ended December 31, 2024, the Company incurred a net loss and has incurred accumulated deficits since inception. The Company must rely on securing additional funds from either debt or equity financings for cash consideration until such time as the Company generates cash inflow from its operation. As stated in Note 1(b), these events or conditions along with others stated in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
MNP LLP
2200 - 1021 West Hastings Street, Vancouver BC, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594
Exploration and Evaluation Assets Impairment Indicator Assessment
Key Audit Matter Description
The net book value of exploration and evaluation assets amounted to $ 7,319,277 as at December 31, 2024. At each reporting period, management assesses exploration and evaluation assets to determine whether there are any indicators of impairment. If any such indicators exist, the asset's recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Management assesses deferred exploration and evaluation expenditures for impairment based on the following indicators: (i) the period for which the entity has the right to explore in the specific area has expired during the year or will expire in the near future; (ii) substantive expenditure on further exploration for an evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) sufficient data exists to determine that extracting the resources will not be technically feasible or commercially viable; and (iv) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. No impairment indicators were identified by management as at December 31, 2024.
We considered this a key audit matter due to the significance of the exploration and evaluation assets and the judgments made by management in their assessment of indicators of impairment related to exploration and evaluation assets, and these have resulted in a high degree of subjectivity in performing audit procedures related to these judgments applied by management.
Refer to Note 2 and Note 6 exploration and evaluation assets.
Audit Response
We responded to this matter by performing procedures in relation to the impairment indicator assessment for exploration and evaluation assets. Our audit work in relation to this included, but was not restricted to, the following:
Obtained mineral property continuity schedule and performed substantive testing on exploration and evaluation assets additions during the year;
Performed title search to verify the ownership of all claims;
Understood management's process related to the impairment assessment of the evaluation and exploration asset;
Obtained impairment assessment from management and assessed reasonability of management's analysis under IFRS 6;
Obtained confirmations from optionors to confirm the good standing of option agreement as of December 31, 2024; and
Assessed the adequacy and accuracy of the corresponding disclosures included in the consolidated financial statements.
Other Information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Boards and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Jian-Kun Xu.
Vancouver, British Columbia
April 30, 2025 Chartered Professional Accountants
Consolidated Statements of Loss and Comprehensive Loss For the years ended December 31, 2024 and 2023(Expressed in Canadian dollars)
Years Ended December 31,
Notes | 2024 | 2023 | |
Expenses | |||
Administrative expenses | 4 | $ (534,027) | $ (585,979) |
Operating loss for the year | (534,027) | (585,979) | |
Other income (loss) Interest income | 8,725 | 1,894 | |
Realized loss on disposal of marketable securities | 5 | (17,685) | (19,865) |
Unrealized loss on marketable securities | 5 | - | (15,385) |
Other loss for the year | (8,960) | (33,356) | |
Loss from continuing operations | $ (542,987) | $ (619,335) | |
Other loss | 9 | - | (544,000) |
Loss and comprehensive loss for the year | $ (542,987) | $ (1,163,335) | |
Loss per share - Basic and diluted | $ (0.01) | $ (0.02) | |
Weighted average number of common shares outstanding | |||
- Basic and diluted | 58,517,849 | 58,517,849 |
(Expressed in Canadian dollars)
December 31, | December 31, | ||
Notes | 2024 | 2023 | |
$ | $ | ||
ASSETS | |||
Current assets | |||
Cash and cash equivalents | 16,899 | 392,502 | |
GST and QST receivables | 7,622 | 12,810 | |
Prepaid expenses | 9,349 | 11,637 | |
Marketable securities | 5 | - | 40,000 |
33,870 | 456,949 | ||
Non-current assets | |||
Exploration and evaluation assets | 6 | 7,319,277 | 7,261,908 |
7,319,277 | 7,261,908 | ||
Total Assets | 7,353,147 | 7,718,857 | |
Liabilities and Shareholders' Equity | |||
Current liabilities | |||
Account payable and accrued liabilities | 8 | 427,362 | 250,085 |
Total Liabilities | 427,362 | 250,085 | |
Shareholders' Equity | |||
Share capital | 7 | 56,531,433 | 56,531,433 |
Reserves | 2,315,132 | 2,315,132 | |
Accumulated deficit | (51,920,780) | (51,377,793) | |
Total equity | 6,925,785 | 7,468,772 | |
Total Liabilities and Shareholders' Equity | 7,353,147 | 7,718,857 | |
(Nature of operations and going concern - Note 1) | |||
Approved on Behalf of the Board | |||
"Denise Lok" Director Denise Lok | |||
"Queenie Kuang" Director Queenie Kuang |
Number of issued shares | Share capital | Share-based payments reserve | Accumulated deficit | Total | |
$ | $ | $ | $ | ||
Balances, January 1, 2023 | 58,517,849 | 56,531,433 | 2,315,132 | (50,214,458) | 8,632,107 |
Loss and comprehensive loss for the year | - | - | - | (1,163,335) | (1,163,335) |
Balances, December 31, 2023 | 58,517,849 | 56,531,433 | 2,315,132 | (51,377,793) | 7,468,772 |
Balances, January 1, 2024 | 58,517,849 | 56,531,433 | 2,315,132 | (51,377,793) | 7,468,772 |
Loss and comprehensive loss for the year | - | - | - | (542,987) | (542,987) |
Balances, December 31, 2024 | 58,517,849 | 56,531,433 | 2,315,132 | (51,920,780) | 6,925,785 |
8
Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023(Expressed in Canadian dollars)
Years Ended December 31,
2024 | 2023 | |
$ | $ | |
Cash flows from operating activities | ||
Loss and comprehensive loss for the year | (542,987) | (1,163,335) |
Adjustments for: | ||
Interest income | - | 50 |
Loss on disposal of marketable securities | 17,685 | 19,865 |
Unrealized loss on marketable securities | - | 15,385 |
Operating loss before working capital changes | (525,302) | (1,128,035) |
Decrease in GST and QST receivables | 5,188 | 351,834 |
Decrease in tax credit receivables | - | 899,785 |
Decrease (increase) in prepaid expenses | 2,288 | (263) |
Increase (decrease) in accounts payables and accrued liabilities | 177,277 | (90,937) |
Net cash (used in) provided by operating activities | (340,549) | 32,384 |
Cash flows from investing activities | ||
Proceeds from disposal of marketable securities | 22,315 | 59,750 |
Expenditures of exploration and evaluation assets | (27,369) | (206,878) |
Acquisition of exploration and evaluation assets | (30,000) | - |
Mineral exploration tax credits received | - | 236,066 |
Net cash (used in) provided by investing activities | (35,054) | 88,938 |
Net (decrease) increase in cash | (375,603) | 121,322 |
Cash and cash equivalents, beginning of the year | 392,502 | 271,180 |
Cash and cash equivalents, end of the year | 16,899 | 392,502 |
(Expressed in Canadian Dollars)
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Nature of operations and going concern
Nature of operations
Jayden Resources Inc. (the "Company") was incorporated under the laws of the Province of British Columbia. On October 15, 2015, the Company's common shares ceased trading on the TSE and began trading on the TSX Venture Exchange under the symbol JDN. On August 8, 2012, the Company changed its place of jurisdiction and was registered in the Cayman Islands as an exempted company with limited liability by way of continuation. Its subsidiary, Jayden Resources (Canada) Inc. ("Jayden Canada") was disposed of during the year ended December 31, 2018, as such the financial statements were deconsolidated in 2018. On September 2, 2021, the Company completed the continuation from the Companies Law (2021 Revision) of the Cayman Islands into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) with the intention to increase flexibility, and to reduce administrative costs. On December 17, 2021, the Company incorporated a wholly owned subsidiary, Jayden Resources (Quebec) Ltd. under the laws of the Province of Quebec and have been preparing consolidated financial statements since then.
The Company is principally engaged in the business of acquiring, exploring and developing interests in mining projects. To date, the Company has not generated revenues from its principal activities and is considered to be in the exploration stage.
The head office and principal address of the Company are located at Suite 2250, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9. The registered and records office are located at 1500 Royal Centre
P.O. Box 11117, 1055 West Georgia Street, Vancouver, BC, V6E 4N7.
Going concern
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operation, and do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
The Company has not generated any revenues and has accumulated deficits of $51,920,780 since inception. The Company incurred a net loss for the year ended December 31, 2024 of $542,987. The Company must rely on securing additional funds from either debt or equity financings for cash consideration until such time as the Company generates cash inflow from its operation.
The Company's continuing operations are entirely dependent upon the ability of the Company to obtain the necessary financing to complete the exploration and development of its mineral property interests, the existence of economically recoverable mineral reserves, and on future profitable production or proceeds from the disposition of the mineral property interests. These matters and conditions, primarily as a result of the conditions described above, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. If the going concern assumption is not appropriate, material adjustments to the consolidated financial statements could be required.
(Expressed in Canadian Dollars)
-
Basis of presentation
Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Boards ("IASB") . These consolidated financial statements were approved by the board of directors for issue on April 30, 2025.
Basis of measurement
These consolidated financial statements have been prepared on a going concern basis, under the historical cost basis except for the financial instruments that are classified as fair value through profit or loss (FVTPL), including marketable securities, which are measured at fair value.
Critical accounting judgements, estimates and assumptions
The preparation of the Company's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations as of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Impairment of E&E assets
The Company reviews and assesses the carrying amount of exploration and evaluation assets for indicators of impairment when facts or circumstances suggest that the carrying amount is not recoverable. If impairment is indicated, the amount by which the carrying value of the assets exceeds the estimated fair value is charged to the statement of loss.
Critical judgments in applying the Company's accounting policies
The following is the critical judgment, apart from those involving estimations that management have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.
Going concern
Management has applied judgments in the assessment of the Company's ability to continue as a going concern when preparing its consolidated financial statements for the year ended December 31, 2024. Management prepares the consolidated financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management considered a wide range of factors relating to current and expected profitability, debt repayment schedules and potential sources of replacement financing. As a result of the assessment, management concluded the ultimate appropriateness of the use of accounting principles applicable to a going concern.
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Material accounting policies
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, and short-term money market instruments with an original maturity of three months or less when acquired, which are readily convertible into a known amount of cash and which are subject to an insignificant risk of change in value. The cash and cash equivalents are mainly denominated in Canadian dollars and US dollars. As at December 31, 2024 and 2023, the cash held by the Company comprised of bank balances only.
Exploration and evaluation assets
The Company's exploration and evaluation assets are intangible assets relating to mineral rights acquired and exploration and valuation expenditure capitalized in respect of projects that are at the exploration/ predevelopment stage.
Exploration and evaluation expenditure related to an area of interest where the Company has tenure are capitalized on initial recognition at cost. Exploration and evaluation assets are subsequently stated at cost less any accumulated impairment losses and are not amortized. These assets are transferred to mine development assets in property, plant and equipment upon the commencement of mine development.
Exploration and evaluation expenditure in the relevant area of interest comprises costs which are directly attributable to:
Acquisition:
Surveying, geological, geochemical and geophysical;
Exploratory drilling;
Land maintenance;
Sampling; and
Assessing technical feasibility and commercial viability.
Exploration and evaluation expenditure also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. Capitalized costs, including general and administrative costs, are only allocated to the extent that those costs can be related directly to operation activities in the relevant area of interest. Proceeds received from government assistances in a property will be credited against the carrying value of the property, with any excess included in operations for the year.
The carrying amount of the exploration and evaluation assets is reviewed whenever events or changes in circumstances indicate the recoverable value may be less than the carrying amount. Recoverable value determinations are based on management's estimates of discounted future net cash flows expected to be recovered from specific assets or groups of assets through use or future disposition. An impairment loss is recognized in profit or loss whenever the carrying amount of an asset exceeds its recoverable amount.
Tax Credit Related to Resources and Mining Tax Credit
The Company is entitled to a tax credit related to resources on eligible exploration expenses incurred in the province of Quebec. In addition, the Company is entitled to a mining tax credit on eligible exploration expenditures, reduced of tax credit related to resources. The mining tax credits and mining duties are recognized in the year of receipt. Quebec mining exploration tax credits for certain exploration expenditures incurred in Quebec are treated as a reduction of exploration and evaluation costs of the respective mineral property.
3. Material accounting policies (continued)
Earnings(loss) per share
Basic earnings (loss) per share is calculated by dividing the earnings (loss) for the year by the weighted average number of shares outstanding during the year.
Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Financial Instruments
Financial assets
The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. The classification and measurement of financial assets is based on the Company's business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest ("SPPI"). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss.
Amortized cost
Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company's financial asset classified as amortized costs includes cash and cash equivalents.
Fair value through other comprehensive income ("FVTOCI")
Financial assets classified and measured at FVTOCI are those assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise to cash flows that are SPPI. This classification includes certain equity instruments where IFRS 9 allows an entity to make an irrevocable election to classify the equity instruments, on an instrument-by-instrument basis, that would otherwise be measured at fair value through profit or loss ("FVTPL") to present subsequent changes in FVTOCI. The Company did not have financial asset classified as FVTOCI.
Fair value through profit or loss ("FVTPL")
Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. This category includes marketable securities and debt instruments whose cash flow characteristics are not SPPI or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell the financial asset. The Company's financial asset classified as FVTPL includes marketable securities.
3. Material accounting policies (continued)Financial Instruments (continued)
The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than debt instruments measured at fair value through profit or loss and equity investments. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.
The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.
Financial liabilities
The Company's financial liabilities are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost using effective interest method. The Company's financial liabilities classified as amortized costs include accounts payable and accrued liabilities. The Company did not have financial liabilities classified as FVTPL.
Financial liabilities measured at fair value through profit or loss are liabilities which were not measured at amortized cost, such as derivatives and financings that are designated at fair value option.
The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.
Recent accounting pronouncements and future changes in accounting standards
Certain pronouncements have been issued by the IASB that are effective for accounting periods beginning on or after January 1, 2025.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
In May 2024, the International Accounting Standards Board (IASB) issued narrow scope amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments provide clarification that a financial liability is derecognized on the 'settlement date', provide an accounting policy option to derecognize a financial liability that is settled in cash using an electronic payment system before the settlement date if specified criteria are met, clarify how to assess the contractual cash flow characteristics of financial assets with contingent features, clarify that, for a financial asset to have 'non-recourse' features, the entity's ultimate right to receive cash flows must be contractually limited to the cash flows generated by specified assets, Clarify the characteristics of the contractually linked instruments that distinguish them from other transactions, and add new disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and financial instruments that have certain contingent features. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. The amendments are to be applied retrospectively.
IFRS 18 Presentation and Disclosure in Financial Statements
The International Accounting Standards Board (IASB) published IFRS 18 Presentation and Disclosure in Financial Statements in April 2024 and will replace IAS 1. This new standard will help companies to provide information about their financial performance that is useful to users of financial statements in assessing the prospects for future net cash inflows to the company and in assessing management's stewardship of the company's economic resources. It represents the completion of a major standard-setting project on the presentation of financial statements and, therefore, will have significant implications for many companies reporting under IFRS. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively for comparative periods.
The Company is currently evaluating the impact this standard may have on the consolidated financial statements.
4. Administrative expensesYears Ended
December 31,
2024 | 2023 | ||
$ | $ | ||
Consulting fees | 188,000 | 207,000 | |
Corporate administration | 213,485 | 234,902 | |
Professional fees | 87,177 | 97,633 | |
Regulatory and shareholder services | 45,365 | 46,444 | |
534,027 | 585,979 | ||
5. | Marketable securities | ||
On September 12, 2023, Blackwolf Copper and Gold Ltd. ("Blackwolf") acquired all the issued and outstanding shares of Optimum Ventures Ltd. ("Optimum"), and, in exchange, shareholders of Optimum received 0.65 of a common share of Blackwolf for each Optimum share held. After the acquisition, the Company holds 487,500 common shares of Blackwolf.
The schedule below summarizes the fair values of Blackwolf shares as at December 31, 2024 and 2023:
Years ended December 31
2024 | 2023 | |
$ | $ | |
Fair value, beginning of the year | 40,000 | 135,000 |
Proceeds from sales | (22,315) | (59,750) |
Loss on sale of marketable securities | (17,685) | (19,865) |
Unrealized loss on marketable securities | - | (15,385) |
- | 40,000 |
During the year ended December 31, 2024, the Company sold 200,000 shares (2023: sold 287,500 shares).
6. Exploration and evaluation assetsThe schedule below summarizes the exploration and evaluation costs incurred on each property as at December 31, 2024 and 2023:
As at December 31, As at December 31,
2024 2023
Acquisition | $ | $ |
Storm Lake Properties | 3,632,300 | 3,602,300 |
Wheatcroft Property | 958,617 | 958,617 |
4,590,917 | 4,560,917 | |
Exploration and evaluation expenditures Storm Lake Properties | 1,962,845 | 1,962,845 |
Wheatcroft Property | 765,515 | 738,146 |
2,728,360 | 2,700,991 | |
Exploration and evaluation assets | 7,319,277 | 7,261,908 |
On February 17, 2021, the Company entered into a property option agreement with three arm's length vendors (the "Optionors") to acquire a 100% interest in the Storm Lake Gold Property located in the Frotet-Evans Greenstone Belt in central Quebec. Under the terms of the agreement, the Company can acquire a 100% interest in the Storm Lake Gold Property by making cash and share payments to the Optionors totaling $750,000 and 6,600,000 post-consolidation common shares respectively.
Upon TSXV approval of the transaction (the "Effective Date"), the Company will pay $200,000 and issue 2,200,000 shares to the Optionors. On the nine (9) month anniversary of the Effective Date an additional 2,200,000 shares will be issued. On the fifteen (15) month anniversary of the Effective Date an additional $300,000 and 2,200,000 shares; and on the thirty (30) month anniversary of the Effective Date a further $250,000.
On July 5, 2021, the Company paid $200,000 and issued 2,200,000 shares with a fair value of $2,090,000 to the Optionors. On April 5, 2022, the Company issued 2,200,000 shares with a fair value of $660,000 to the Optionors at the nine-month anniversary. On October 5, 2022, the Company paid $300,000 cash and issued 2,200,000 shares with a fair value of $352,000 to the Optionors at the fifteen-month anniversary. On January 4, 2024, the Company entered into an extension agreement with the vendors and offered an added $30,000 payable upon signing this agreement, in exchange for extending the final payment date of $250,000 of the Storm Lake Option Agreement from January 5, 2024 to October 31, 2024. A cash payment of $30,000 was made in 2024. The final payment remains outstanding as at December 31, 2024 and management is in discussion with the Optionors on a deferred payment date. Management determined there was no impairment indicator identified in the Storm Lake Gold Property as at December 31, 2024 since the option agreement is still in good standing.
6. Exploration and evaluation assets (continued)The schedule below outlines the costs incurred on the Property as at December 31, 2024 and 2023:
As at December 31 2022 | Additions/ (Writedowns) | As at December 31 2023 | Additions/ (Writedowns) | As at December 31 2024 | |
$ | $ | $ | $ | $ | |
Acquisition | |||||
Cash payment | 500,300 | - | 500,300 | 30,000 | 530,300 |
Share issuance | 3,102,000 | - | 3,102,000 | - | 3,102,000 |
3,602,300 | - | 3,602,300 | 30,000 | 3,632,300 | |
Cumulative to | Expenditures | Cumulative to | Expenditures | Cumulative to | |
December 31, 2022 | during the year | December 31, 2023 | during the year | December 31, 2024 | |
Exploration and evaluation expenditures | $ | $ | $ | $ | $ |
Assays and reports | 1,250 | - | 1,250 | - | 1,250 |
Camp construction | 345,984 | - | 345,984 | - | 345,984 |
Drilling | 1,943,672 | - | 1,943,672 | - | 1,943,672 |
Equipment and supplies | 203,962 | - | 203,962 | - | 203,962 |
Field expenses | 182,332 | - | 182,332 | - | 182,332 |
General administration | 209,379 | 12,341 | 221,720 | - | 221,720 |
Geological consulting | 166,396 | 19,876 | 186,272 | - | 186,272 |
Permitting | 4,528 | - | 4,528 | - | 4,528 |
Surveys and geophysics | 90,258 | - | 90,258 | - | 90,258 |
Travel and accommodation | 23,494 | - | 23,494 | - | 23,494 |
Tax credits | (1,004,561) | (236,066) | (1,240,627) | - | (1,240,627) |
Total exploration and evaluation expenditures | 2,166,694 | (203,849) | 1,962,845 | - | 1,962,845 |
Wheatcroft Property | |||||
On October 27, 2022, the Company has received TSX Venture Exchange approval to purchase a 100% interest in the Wheatcroft Project from Kenorland Minerals North America Ltd. ("Kenorland"). The Company and Kenorland later entered into an amended and restated purchase and sale agreement whereby the Company will pay Kenorland $125,000 cash and issue 5,557,447 common shares equaling to 9.9% of the Company's issued and outstanding shares following the announcement of the transaction. Going forward, upon the Company's closing future financings up to and totalling $10,000,000, the Company will issue additional shares to Kenorland equaling 9.9% of the shares issued (or a value of up to $990,000) pursuant to the future financings. The maximum number of additional shares that may be issued to Kenorland would be 19,800,000 shares representing a value of $990,000 at the minimum deemed price of $0.05 per additional share, being the lowest dollar amount a financing may be conducted pursuant to the TSXV policies. The property is subject to a 3% net smelter return in favour of the vendor and the Company can reduce to 2% by making a cash payment of $1,000,000.
On October 28, 2022, the Company paid $125,000 cash and issued 5,557,447 shares with a fair value of $833,617 to Kenorland to close the transaction. As a result, Wheatcroft Project became the Company owned property. As at December 31, 2024 and 2023, management determined there was no impairment indicator identified in the Wheatcroft Property.
-
Exploration and evaluation assets (continued)
The schedule below outlines the costs incurred on the Property as at December 31, 2024 and 2023:
As at December 31
2022
Additions/
(Writedowns)
As at December 31
2023
Additions/
(Writedowns)
As at December 31
2024
$
$
$
$
$
Acquisition
Cash payment
125,000
-
125,000
-
125,000
Share issuance
833,617
-
833,617
-
833,617
958,617
-
958,617
-
958,617
Cumulative to
Expenditures
Cumulative to
Expenditures
Cumulative to
December 31, 2022
during the year
December 31, 2023
during the year
December 31, 2024
Exploration and evaluation expenditures
$
$
$
$
$
Assays and reports
45,872
8,100
53,972
3,120
57,092
Drilling / Helicopter services
121,984
-
121,984
-
121,984
Environmental / Community Relations
3,209
28,283
31,492
13,835
45,327
Equipment and supplies
1,062
416
1,478
-
1,478
Field expenses
690
10,311
11,001
-
11,001
General administration
49,815
16,910
66,725
3,065
69,790
Geological consulting
14,022
44,071
58,093
2,332
60,425
Reclamation
-
2,771
2,771
546
3,317
Surveys and geophysics
248,540
-
248,540
-
248,540
Travel and accommodation
78,291
63,799
142,090
4,471
146,561
Total exploration and evaluation expenditures
563,485
174,661
738,146
27,369
765,515
7.
Share capital and stock options
(a)
Share capital
Authorized: Unlimited common shares without par value
Issued and Outstanding - Common Shares: December 31, 2024 and 2023: 58,517,849
The Company had no share capital transactions for the years ended December 31, 2024 and 2023.
(Expressed in Canadian Dollars)
-
Share capital and stock options (continued)
Stock options
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company's issued and outstanding shares. The maximum term of any option will be ten years and the vesting is at the direction of the board, however, options granted to consultants performing "investor relations' activities" must at a minimum vest in stages over a period of not less than twelve months, with no more than ¼ of the options vesting in any three month period or such longer period as the board determines. The exercise price shall be no less than the discount market price as determined in accordance with TSE policies.
On May 2, 2022 the Company's Board adopted a new form of stock option plan which was conditionally approved by the TSX Venture Exchange and was ratified and approved by the shareholders of the Company at the Company's Annual General Meeting of Common Shareholders on July 7, 2022. The new stock option plan was created to comply with the new TSX Venture Exchange policy governing security-based compensation which became effective November 24, 2021. The new stock option plan also allows option holders to exercise options on a "Cashless Exercise" or "Net Exercise" basis, as now expressly permitted by the new policy.
The new stock option plan replaces the Company's September 4, 2015 stock option plan.
The Company had no stock options outstanding as at December 31, 2024 and 2023 and has no stock option transactions for the years then ended.
Share purchase warrants
The Company had no share purchase warrants transactions for the year ended December 31, 2024.
Fiscal 2023During the year ended December 31, 2023, 5,920,104 share purchase warrants were expired unexercised.
Share purchase warrant transactions during the years ended December 31, 2024 and 2023 are summarized as follows:
Number of Warrants
Weighted Average Exercise Price
Balance, December 31, 2022
9,753,437
$
0.55
Expired During the Year
(5,920,104)
$
0.77
Balance, December 31, 2023 and 2024
3,833,333
$
0.21
The outstanding warrants as at December 31, 2024 are as follows:
Number
Outstanding
Expiry Date
Exercise Price
Remaining Life
(in years)
2,999,999
November 5, 2025
$
0.21
0.85
833,334
January 12, 2026
0.21
1.03
-
Related party balances and transactions
The Company entered into the following material related party transactions during the following years:
As at
December 31,
December 31,
Notes
2024
2023
Amounts due to related companies/ directors
$
$
- Baron Global Financial Canada Ltd.
(1)
69,662
-
- David Eaton
(2)
252,000
132,020
- Queenie Kuang
(3)
95
110
- Denise Lok
(4)
805
-
Years Ended
December 31,
December 31,
Notes
2024
2023
$
$
Management services provided by
- Baron Global Financial Canada Ltd.
(1)
120,000
120,000
- David Eaton
(2)
120,000
120,000
Baron Global Financial Canada Ltd provided CFO and corporate advisory services.
Mr. David Eaton, officer of the Company, provided CEO services.
Ms. Queenie Kuang serves on the Company's Board of Directors.
Ms. Denise Lok serves on the Company's Board of Directors.
-
Other loss
During the year ended December 31, 2023, the Company incurred a financial loss of $544,000 due to a business compromise. The Company is devoting the utmost efforts towards recovery of the funds.
-
Income Taxes
The following table reconciles the expected income tax (expense) recovery at BC statutory income tax rates to the amounts recognized in the consolidated statements of loss for the years ended December 31, 2024 and 2023:
2024
$
2023
$
Loss before taxes
(542,987)
(1,163,334)
Statutory tax rate
27.00%
27.00%
Expected income tax recovery
(146,606)
(314,100)
Non-deductible items and other
4,357
565
Provision to return adjustments
229,117
(37,116)
Change in deferred tax asset not recognized
(86,868)
350,651
-
-
Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. Details of deferred tax assets (liabilities) are as follows:
2024
$
2023
$
Non-capital losses carry forwards
923,563
689,184
Exploration and evaluation assets
(923,563)
(689,184)
Net deferred tax assets (liabilities)
-
-
The unrecognized deductible temporary differences as at December 31, 2024 and 2023 are comprised of the following:
2024
$
2023
$
Non-capital loss carry-forwards
2,021,087
2,308,241
Marketable securities
-
100,022
Intangible Assets
24,158
26,767
Capital losses
118,005
142,400
Share issuance costs
79,292
120,403
Total unrecognized deductible temporary differences
2,242,542
2,697,833
The Company has unrecognized non-capital loss carryforwards of approximately $2,021,087 (2023: $2,308,241) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:
Expiry
$
2042
1,195,829
2043
266,141
2044
559,117
Total
2,021,087
The Company was required to file Canadian tax returns for December 31, 2024 and 2023 taxation years.
- Financial instruments
The Company is exposed to financial risks through its use of financial instruments in its ordinary course of operations. The financial risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company does not have any written risk management policies and guidelines. However, the board of directors meets regularly and co-operates closely with key management to identify and evaluate risks and to formulate strategies to manage financial risks. The Company has not used any derivatives or other instruments for hedging purposes and does not hold or issue derivative financial instruments for trading purposes. The most significant risks to which the Company is exposed to are described below.
Market risk
Currency risk
The Company is exposed to currency risk related to the fluctuation of foreign exchange rates. Some of the operating expenses and cash and cash equivalents held are denominated in foreign currencies. The Company does not enter into derivative financial instruments to mitigate this risk but the Company does not believe its net exposure to foreign exchange risk is significant as no significant financial assets or financial liabilities were held in foreign currencies.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company has interest-bearing assets in relation to cash at banks and cash equivalents carried at floating interest rates with reference to the market. The Company's operating cash flows are substantially independent of changes in market interest rates. The Company has not used any financial instrument to hedge potential fluctuations in interest rates. The exposure to interest rates for the Company is considered minimal. The Company has no interest bearing borrowings.
The policies to manage interest rate risk have been followed by the Company since prior years and are considered to be effective.
Credit risk
The Company's cash and cash equivalents are held in authorized Canadian and Hong Kong financial institutions. Management believes that the credit risk concentration with respect to its financial instruments is minimal. The Company adopts conservative investment strategies. Usually investments are in liquid securities quoted on recognized stock exchanges. No margin trading is allowed. The credit and investment policies have been followed by the Company and are considered to have been effective in limiting the Company's exposure to credit risk to a desirable level.
Liquidity risk
The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances. The Company has a working capital deficit of $393,492 as at December 31, 2024 (2023: a working capital surplus of $206,864). The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the board of directors are actively involved in the review, planning and approval of significant expenditures and commitments.
-
Financial instruments (continued)
The liquidity policies have been followed by the Company since prior years and are considered to have been effective in managing liquidity risk.
-
Financial instruments (continued)
Fair value measurements
The following table presents financial assets and liabilities measured at fair value in the statement of financial position in accordance with the fair value hierarchy. The hierarchy groups financial assets into three levels based on the relative reliability of significant inputs used in measuring the fair value of these financial assets. The fair value hierarchy has the following three levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets;
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset that are not based on observable market data (unobservable inputs).
The level in the fair value hierarchy within which the financial asset is categorized in its entirety is based on the lowest level of input that is significant to the fair value measurement.
There have been no significant transfers between levels 1 and 2 in the respective reporting years. The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting years. Marketable securities are measured at fair value using level 1.
Financial instruments that are not measured at fair value are represented by cash and cash equivalents, and accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying value due to their short-term nature.
- Capital risk management
The Company's capital management objectives are to ensure the Company's ability to continue as a going concern so as to benefit from its operations to provide an adequate return for its shareholders. The capital structure of the Company consists of shareholders' equity.
The Company manages its capital structure and makes adjustments to it based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties. The Company defines capital that it manages as its shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The Company has historically relied on the equity financing to fund the acquisition, exploration and development of mineral properties. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company is not subject to externally imposed capital requirements.
