Koryx Copper Inc.
Consolidated Financial Statements
For the years ended August 31, 2025 and 2024
ContentsThe reports and statements set out below comprise the consolidated financial statements presented to the shareholder:
PageDirector's Responsibilities and Approval 2
Consolidated Statements of Financial Position 3
Consolidated Statements of Loss and Other Comprehensive Loss 4
Consolidated Statements of Changes in Equity 5 - 6
Consolidated Statements of Cash Flows 7
Material Accounting Policies 8
Notes to the Consolidated Financial Statements 15 - 36
Director's Responsibilities and ApprovalThe directors are required in terms of the laws of British Columbia to maintain adequate accounting records and is responsible for the content and integrity of the consolidated financial statements and related financial information included in this report. It is their responsibility to ensure that the consolidated financial statements fairly present the state of affairs of the company as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with IFRS® ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The consolidated financial statements are prepared in accordance with IFRS® and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.
The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the company and places considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the directors set standards for internal control aimed at reducing the risk of error or loss in a cost-effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company's business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the company endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.
The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the consolidated financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.
The director has reviewed the company's cash flow forecast for the year to August 31, 2026 and, in light of this review and the current financial position, he is satisfied that the company has or had access to adequate resources to continue in operational existence for the foreseeable future.
The independent reviewers is responsible for independently reviewing and reporting on the company's consolidated financial statements. The consolidated financial statements have been examined by the company's independent reviewers.
The consolidated financial statements set out on page 3, which have been prepared on the going concern basis, were approved by the board of directors on December 23, 2025 and were signed on their behalf by:
/s/ "Heye Daun" /s/ "Alan Friedman
Director DirectorIndependent Auditor's Report
To the Shareholders of Koryx Copper Inc.:
Opinion
We have audited the consolidated financial statements of Koryx Copper Inc. and its subsidiaries (the "Company"), which comprise the consolidated statement of financial position as at August 31, 2025, and the consolidated statements of loss and other comprehensive loss, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at August 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit 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 Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit 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 in the consolidated financial statements, which indicates that the Company has a history of losses and no operating revenue as at August 31, 2025 and, as of that date, the Company has an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, 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.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
Other Matter
The consolidated financial statements for the year ended August 31, 2024 were audited by another auditor who expressed an unmodified opinion on those financial statements on December 27, 2024.
MNP LLP
1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9 1.877.251.2922 T: 416.596.1711 F: 416.596.7894
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 audit 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 audit 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 Consolidated 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 Board, 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 Consolidated 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.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Brock Stroud.
Toronto, Ontario Chartered Professional Accountants
December 23, 2025 Licensed Public Accountants
Consolidated Financial Statements for the years ended August 31, 2025 and 2024 Presented in Canadian dollars Consolidated Statements of Financial Position | |||
August 31, 2025 | August 31, 2024 | ||
Note(s) | $ | $ | |
Assets | |||
Non-Current Assets | |||
Property, plant and equipment | 2 | 790,880 | 217,609 |
Right-of-use assets | 3 | 127,036 | - |
Loans receivables | 5 | 33,244 | - |
951,160 | 217,609 | ||
Current Assets | |||
Sales tax and other receivables | 6 | 289,119 | 99,568 |
Prepayments | 6 | 2,606,733 | 261,122 |
Loan receivables | 5 | 18,325 | - |
Cash and cash equivalents | 8 | 30,377,870 | 2,272,081 |
33,292,047 | 2,632,771 | ||
Total Assets | 34,243,207 | 2,850,380 | |
Equity and Liabilities | |||
Equity | |||
Share capital | 9 | 64,817,325 | 22,071,428 |
Cumulative Translation Reserve | 67,100 | (21,273) | |
Share-based Payment Reserve | 4,508,730 | 2,426,624 | |
Accumulated deficit (38,300,515) (21,806,520) | |||
31,092,640 | 2,670,259 | ||
Liabilities | |||
Non-Current Liabilities | |||
Other financial liabilities | 10 | 227,556 | - |
Lease liability | 11 | 89,930 | - |
317,486 | - | ||
Current Liabilities | |||
Trade and other payables | 12 | 2,720,500 | 180,121 |
Other financial liabilities | 10 | 70,619 | - |
Lease liability | 11 | 41,962 | - |
2,833,081 | 180,121 | ||
Total Liabilities | 3,150,567 | 180,121 | |
Total Equity and Liabilities | 34,243,207 | 2,850,380 | |
Going concern (Note 1) Events after the reporting period (Note 18) | |||
/s/ "Heye Daun" /s/ "Alan Friedman"
Director DirectorThe accompanying notes form an integral part of the consolidated financial statements.
Consolidated Financial Statements for the years ended August 31, 2025 and 2024 Presented in Canadian dollars
Consolidated Statements of Loss and Other Comprehensive Loss for the period ended:August | August | ||
31, 2025 | 31, 2024 | ||
- Note(s) | $ | $ | |
Consulting fees | (734,310) | (284,284) | |
Depreciation and amortisation | 2,3 | (86,583) | (19,879) |
Exploration and Evaluation expenditures | (10,758,731) | (2,337,799) | |
Legal and accounting | (1,150,932) | (173,933) | |
Management fees | 15 | (540,000) | (144,050) |
Office and administration | (413,945) | (376,225) | |
Regulatory and transfer agent fees | (175,005) | (82,922) | |
Salaries and wages | (792,688) | (293,198) | |
Shareholders information | (18,988) | (23,069) | |
Share based compensation | 9,15 | (2,240,845) | (371,690) |
Travel | (45,611) | (32,222) | |
Operating loss | (16,957,638) | (4,139,271) | |
Investment income | 395,231 | 7,860 | |
Other income | 79,748 | 2,032 | |
Finance charges | 10,11 | (16,182) | - |
Foreign exchange profit/(loss) | 4,846 | (2,815) | |
Reversal of impairment | 2 | - | 63,951 |
Loss for the year | (16,493,995) | (4,068,243) | |
Other comprehensive loss: | |||
Foreign currency translation | 88,373 | (21,273) | |
Total comprehensive loss for the year | (16,405,622) | (4,089,516) | |
Loss per share | ||
Weighted average number of common shares | 68,608,623 | 43,241,991 |
Loss per common share | ($0.24) | ($0.09) |
The accompanying notes form an integral part of the consolidated financial statements.
Number of Shares Share Capital Share-based
Payment Reserve
Cumulative Translation Reserve
Accumulated Deficit
Equity
$ $ $ $ $
Balance at August 31, 2023 | 33,874,980 | 15,964,196 | 1,908,081 | - | (17,738,277) | 134,000 |
- | ||||||
Share issuance - private placement | 14,330,011 | 5,573,871 | - | - | - | 5,573,871 |
Share issuance - Zambia license acquisition | 150,000 | 37,500 | - | - | - | 37,500 |
Exercises of purchase warrants | 1,720,200 | 785,240 | - | - | - | 785,240 |
Exercises of finders warrants | 36,715 | 32,932 | (21,000) | - | - | 11,932 |
Share issuance - Finders fees | 269,231 | 87,500 | - | - | - | 87,500 |
Exercises Stock Options | 60,000 | 34,343 | (7,343) | - | - | 27,000 |
Share issue costs | - | (268,958) | - | - | - | (268,958) |
Share-based compensation | - | - | 371,690 | - | - | 371,690 |
Issue of finders warrants | - | (175,196) | 175,196 | - | - | - |
Loss for the year | - | - | - | - | (4,068,243) | (4,068,243) |
Comprehensive loss translation adjustment | - | - | - | (21,273) | - | (21,273) |
Balance at August 31, 2024 | 50,441,137 | 22,071,428 | 2,426,624 | (21,273) | (21,806,520) | 2,670,259 |
The accompanying notes form an integral part of the consolidated financial statements.
Number of Shares | Share Capital $ | Share-based Payment Reserve $ | Cumulative Translation Reserve $ | Accumulated Deficit $ | Equity $ | |
Balance at August 31, 2024 | 50,441,137 | 22,071,428 | 2,426,624 | (21,273) | (21,806,520) | 2,670,259 |
Share issuance - private placement | 40,145,302 | 42,969,356 | - | - | - | 42,969,356 |
Share issuance costs | - | (2,986,873) | 318,002 | - | - | (2,668,871) |
Exercises of Finders warrants | 17,200 | 12,291 | (4,251) | - | - | 8,040 |
Exercises of purchase warrants | 3,560,626 | 1,746,633 | - | - | - | 1,746,633 |
Exercises of restricted stock units | 180,000 | 129,600 | (129,600) | - | - | - |
Exercises of stock options | 1,240,000 | 874,890 | (342,890) | - | - | 532,000 |
Share-based compensation | - | - | 2,240,845 | - | - | 2,240,845 |
Loss for the year | - | - | - | - | (16,493,995) | (16,493,995) |
Comprehensive loss translation adjustment | - | - | - | 88,373 | - | 88,373 |
Balance at August 31, 2025 | 95,584,265 | 64,817,325 | 4,508,730 | 67,100 | (38,300,515) | 31,092,640 |
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statements of Cash Flows | |||
Note(s) | August 31, 2025 $ | August 31, 2024 $ | |
Cash flows used in operating activities | |||
Cash used in operations* | 13 | (13,610,603) | (3,858,321) |
Cash flows used in investing activities | |||
Purchase of property, plant and equipment | 2 | (329,937) | - |
Proceeds on disposal of property, plant and equipment | 2 | - | (157,815) |
Purchase of financial assets | (51,437) | - | |
Net cash flows from/(used in) investing activities | (381,374) | (157,815) | |
Cash flows from financing activities | |||
Proceeds from private placement | 9 | 39,855,485 | 5,392,413 |
Proceeds from exercise of purchase and finders warrants | 9 | 1,754,673 | 824,172 |
Repayments of borrowings | 10 | (40,665) | - |
Proceeds from exercise of stock options | 9 | 532,000 | - |
Lease payments | 11 | (3,727) | - |
Net cash from/(used in) financing activities | 42,097,766 | 6,216,585 | |
Total cash movement for the year | 28,105,789 | 2,200,449 | |
Cash at the beginning of the year | 2,272,081 | 71,632 | |
Total cash at the end of the year | 8 | 30,377,870 | 2,272,081 |
*Cash utilised in operating activities includes: | ||
Interest income | 395,231 | 7,860 |
Supplemental Cash Flow and Non-Cash Investing and Financing Activity Disclosure | ||
Shares issued for mineral license acquisition | - | 37,500 |
Shares issued for finder fees | - | 87,500 |
Warrants issued for share issuance costs | 318,002 | 175,196 |
Financing and purchase of Property, Plant and Equipment through WesBank credit facility | 306,545 | - |
Shares issued for management and consulting fees | 445,000 | - |
The accompanying notes form an integral part of the consolidated financial statements.
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Nature of business, going concern and material accounting policies Nature of Business
Koryx Copper Inc. (the "Company" or "Koryx") is an exploration company incorporated on April 24, 1987 under the laws of British Columbia. The Company's head office is located at Suite 1890 - 1075 West Georgia Street, Vancouver, BC, V6E 3C9 and is listed on the TSX Venture Exchange ("TSX-V") under the symbol "KRY". The Company is in the business of exploring and evaluating mineral properties located in Africa. On June 12, 2024, the Company completed a 5:1 consolidation of its share capital. As a result, all references to common shares, options, warrants and share prices have been adjusted retrospectively to reflect the change.
Going Concern
The Company has a history of losses with no operating revenue, the Company incurred net loss of $16,493,995 for the period ended August 31, 2025 (August 31, 2024 - $4,068,243) and as of that date, had an accumulated deficit of $38,300,515 (August 31, 2024 - $21,806,520). Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. See Note 18 for details on the Company's events after reporting period.
The Company's ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the future. These unaudited interim condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
The Company's business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company's business.
Management believes that the Company will be able to continue as a going concern for the foreseeable future and realize its assets and discharge its liabilities and commitments in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and those adjustments could be material.
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Statement of compliance with IFRS
These consolidated financial statements have been prepared using accounting policies in compliance with IFRS® Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as of December 23, 2025, the date the Board of Directors approved these consolidated financial statements for issue.
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Basis of presentation
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
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Basis of Consolidation
The consolidated financial statements include the accounts of the Company and the following entities:
Name JurisdictionKoryx Copper B.V. (Deregistered effective August 15,2025) Netherlands 100% owned subsidiary of Koryx Copper Inc. Haib Holdings (Pty) Ltd. Namibia 100% owned subsidiary of Koryx Copper Inc.
Haib Minerals (Pty) Ltd. Namibia 100% owned subsidiary of Haib Holdings (Pty) Ltd
Kasanka Copper Limited (inactive) Zambia 98% owned subsidiary of Koryx Copper Inc.
Koryx Copper Mauritius Mauritius 100% owned subsidiary of Koryx Copper Inc.
Koryx Copper Zambia Limited Zambia 99% owned subsidiary of Koryx Copper Mauritius
As at March 19, 2025, the Company restructured the intercompany shareholding structure and amalgamated 1054137 B.C Ltd and Koryx Copper Inc. All transactions have been accurately accounted for under IFRS in the consolidated financial statements for the period ended August 31, 2025.
A subsidiary is an entity over which the Company is exposed, or has rights to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiary. Where control of an entity is obtained during a financial period, its results are included in the consolidated statement of loss and other comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial period, its results are included for that part of the period during which control existed.
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Functional currency translation
Functional and presentation currency
The consolidated financial statements are presented in Canadian dollars which is the functional currency of Koryx Copper Inc. and its subsidiaries with the exception of Haib Holdings (Pty) Ltd (formerly Deep-South Mining (Pty) Ltd), Haib Minerals (Pty) Ltd, Koryx Copper Zambia Limited and Koryx Copper Mauritius Ltd where the functional currency is the Namibian Dollar, Zambian Kwacha and United States Dollar respectively, (refer to note 1.1).
- Exploration and Evaluation Expenditures
Exploration and evaluation expenditures, including the costs of acquiring licenses, are expensed in the year in which they are incurred. Mineral property acquisition costs and exploration and evaluation expenditures are recorded at cost. When shares are issued as part of the mineral property acquisition costs, they are valued at the closing share price on the date of issuance. Payments related to a property acquired under an option agreement, where payments are made at the sole discretion of the Company, are recorded upon payment.
Once the technical feasibility and commercial viability of extracting the mineral resources has been determined, the property is considered to be a mine under development and development costs are capitalized to "mines under construction" on the consolidated statements of financial position.
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Significant judgements and sources of estimation uncertainty
The preparation of consolidated financial statements in conformity with IFRS requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black- Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company's common shares, the expected life of the options, and the estimated forfeiture rate.
Critical judgements in applying accounting policiesThe critical judgements made by management in applying accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognised in the financial statements, are outlined as follows:
Assessing whether an acquired set of activities/assets is a "business" in accordance with IFRS 3
Determining the smallest group of assets that generates independent cash inflows (CGUs under IAS 36)
The interpretation and application of tax laws
The determination of functional currency for the Company and its subsidiaries
The assumption that the Company will continue as a going concern
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Property, plant and equipment
Property and equipment are recorded at cost less accumulated amortization and accumulated impairment losses. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset into operation and an initial estimate of any rehabilitation obligation. Amortization is recognized on a straight line basis over their estimated useful lives at annual rates as stated below:
Item
Depreciation method
Average useful life
Mining Equipment
Straight line
20%
Office furniture and equipment
Straight line
20%
Site Buildings
Straight line
10%
Motor vehicles
Straight line
20%
The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate.
Impairment tests are performed on property, plant and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property, plant and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognised immediately in profit or loss to bring the carrying amount in line with the recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its continued use or disposal. Any gain or loss arising from the derecognition of an item of property, plant and equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, is included in profit or loss when the item is derecognised.
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Exploration and Evaluation Expenditures
Exploration and evaluation expenditures including the costs of acquiring licenses, are expensed in the year in which they are incurred.
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Exploration and Evaluation Expenditures (continued)
Mineral property acquisition costs and exploration and evaluation expenditures are recorded at cost. When shares are issued as part of the mineral property acquisition costs, they are valued at the closing share price on the date of issuance. Payments related to a property acquired under an option agreement, where payments are made at the sole discretion of the Company, are recorded upon payment.
Once the technical feasibility and commercial viability of extracting the mineral resources has been determined, the property is considered to be a mine under development and development costs are capitalized to "mines under construction" on the consolidated statements of financial position.
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Financial instruments Classification
The company classifies financial assets and financial liabilities into the following IFRS 9 categories:
Cash and cash equivalents - FVTPL
Other receivables - Amortised cost
Trade payables and accrued liabilities - Amortised cost
Other financial liabilities - Amortised cost
Loans receivable - Amortised cost Financial Assets
The Company classifies its financial assets into the following categories, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.
Amortized cost - Amortized cost are those assets which are held within a business whose objective is to hold financial assets to collect contractual cash flows; and the terms of the financial assets must provide on specified dates cash flows solely through the collection of principal and interest.
"FVTPL" - A financial asset shall be measured at fair value through profit or loss unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL.
Fair value through other comprehensive income ("FVOCI") - FVOCI assets are those assets which are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial assets give rise on specified dates to cash flows solely through the collection of principal and interest.
Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as FVTPL, directly attributable transaction costs. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of operations for the year.
Financial Liabilities
Management determines the classification of its financial liabilities at initial recognition.
Amortized cost - The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except for financial liabilities carried at FVTPL and certain other exceptions.
Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
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Exploration and Evaluation Expenditures (continued)
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Financial instruments (continued)
Impairment of financial assets at amortised cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of operations, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
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Tax
Current tax assets and liabilities
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit and loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.
Current tax liabilities/(assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilitiesA deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
-
IFRS 16 Leases
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.
The right-of-use asset is a lessee's right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct cost incurred, minus any lease incentives received.
The amortization period for the right-of-use asset is from the lease commencement date to the earlier of the lease term or the end of the useful life of the asset.
If a right-to-use asset is determined to be impaired, the impairment is immediately recorded, thereby reducing the carrying amount of the asset. Its subsequent measurement is calculated as the carrying amount immediately after the impairment transaction, minus any subsequent accumulated amortization.
At the termination of a lease, the right-to-use asset and associated lease liability are removed from the books of the lessee. The difference between the two amounts is accounted for as a profit or loss at that time.
-
IFRS 16 Leases (continued)
The Company allocates the consideration in the contract to each lease and non-lease component based on their relative standalone prices. However, for leases of properties in which it is a lessee, the Company has elected not to separate non-lease components and instead account for it as a single lease component.
LessorOperating lease income is recognised as an income on a straight-line basis over the lease term.
Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.
LesseeThe Company recognises right-of-use assets and lease liabilities for all leases except for leases of low-value assets and leases with a duration of twelve months or less. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
-
Loss per share
Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method to compute the dilutive effect of stock options, warrants, finders warrants and similar instruments. Under this method, the dilutive effect on earnings/loss per share is calculated presuming the exercise of outstanding stock options, warrants, finders warrants and similar instruments. It assumes that the proceeds of such exercises would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of stock options, warrants and finders warrants that would be anti-dilutive. Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.
- Share based payments
The Omnibus long-term incentive plan allows employees and consultants to acquire shares of the Company. The fair value of equity instruments granted is recognized as a share-based compensation expense with a corresponding increase in the reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized in the Consolidated Statement of Loss and Other Comprehensive Loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied. Where restricted stock units ("RSUs") are granted, the fair value of those RSUs are measured at the grant date based on the closing market price of the Company's common shares on the date prior to the grant date.
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the Consolidated Statement of Loss and Other Comprehensive Loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.
-
Share based payments (continued)
Each issue is recognized over the period during which the equity instruments vest. The fair value of the equity instruments granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the equity instruments were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of equity instruments that are expected to vest.
All equity-settled share-based payments are reflected in reserves until exercised. Upon exercise, shares are issued from the treasury and the amount reflected in reserves is credited to share capital along with any consideration paid.
Where a grant of an equity instrument is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest, except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense. On expiration of options, the previously recognized amount is left in the reserves.
-
New accounting standards adopted during the year
Lack of exchangeability - amendments to IAS 21
Effective January 1, 2025, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates to address situations where a currency is not exchangeable into another currency. The amendments provide guidance on assessing when exchangeability is lacking, require entities to estimate a spot exchange rate when an observable rate is unavailable, and introduce related disclosure requirements.
- Accounting standards issued but not yet effective
IFRS 18 Presentation and Disclosure in Financial Statements
Amendment introduces three sets of new requirements to give investors more transparent and comparable information about companies' financial performance for better investment decisions.
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments.
The IASB issued amendments to IFRS 9 and IFRS 7 clarifying the assessment of contractual cash flow characteristics (SPPI test), guidance on modification and derecognition of financial instruments, and introducing related disclosure requirements. These amendments are effective for annual periods beginning on or after January 1, 2026.
Amendments to IAS 10 Statement of Cash flows
The amendment aim to improve the consistency and clarity of cash flow presentation, including enhanced guidance on the classification of cash flows arising from financing activities and non-cash changes in liabilities arising from financing activities. These amendments are effective for annual reporting periods beginning on or after January 1, 2027.
The Company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company's accounting periods beginning on or after September 1, 2025 or later periods. The amendments are not expected to have a material effect on these consolidated financial statements.
-
IFRS 16 Leases (continued)
-
Statement of compliance with IFRS
-
Property, plant and equipment
Reconciliation of property, plant and equipment - year ended August 31, 2025
2025
2024
Cost
Accumulated
Carrying
Cost
Accumulated
Carrying
depreciation
value
depreciation
value
$
$
$
$
$
$
Site Building
221,232
(79,949)
141,283
90,399
(2,207)
88,192
Office Furniture and Field
100,428
(75,653)
24,775
1,750
(395)
1,355
Equipment
Motor Vehicles
497,395
(49,356)
448,039
117,462
(10,803)
106,659
Mining Equipment
209,958
(33,175)
176,783
33,089
(11,686)
21,403
Total
1,029,013
(238,133)
790,880
242,700
(25,091)
217,609
Reconciliation of property, plant and equipment - year ended August 31, 2024 Opening Additions Foreign Depreciation Impairment TotalOpening balance
Additions
Foreign exchange movements
Depreciation
Total
Site Buildings
88,192
68,083
(2,034)
(12,958)
141,283
Office Furniture and Field Equipment
1,35
24,023
465
(1,068)
24,775
Motor vehicles
106,659
367,507
17,001
(43,128)
448,039
Mining equipment
21,403
176,869
521
(22,010)
176,783
217,609
636,482
15,953
(79,164)
790,880
balance
exchange movements
reversal
Site Building
-
27,444
(318)
(2,525)
63,591
88,192
Office Furniture and Field
-
1,573
(82)
(136)
-
1,355
Equipment Motor Vehicles
-
118,746
4,456
(16,543)
-
106,659
Mining Equipment
12,258
10,052
(232)
(675)
-
21,403
12,258
157,815
3,824
(19,879)
63,591
217,609
During the year ended August 31, 2024, management determined that due to the reinstatement of the Exclusive Prospecting License in the previous year (see note 4), conditions existed to reverse the original impairment that was recognized due the loss of the license. A gain on impairment reversal was recognized for a site building previously impaired in the amount of $63,951 which was the estimated net book value based on the original impairment amount recorded in the year ended August 31, 2022 less accumulated amortization to the date of reversal.
-
Right of use asset
Balance at end of year 127,036 -
August 31,
2025
$
August 31,
2024
$
Balance at beginning of year
-
-
Additions for the period
133,004
-
Amortisation
(7,419)
-
Effects of exchange rate movement
1,451
-
The Company entered into a lease agreement with Vela Investments CC for the rental of the Windhoek office premises for a period of three years, accounted for in accordance with IFRS 16, and effective on July 1, 2025. The related right of use assets are depreciated over the lease term.
- Exploration and Evaluation Assets Haib Property, Namibia
The Company, through its wholly owned subsidiary, Haib Minerals (Pty) Ltd. ("Haib"), acquired an exclusive prospecting license for the Company's Haib Copper Project in the south of Namibia. On May 5, 2017, the Company entered into a Share Purchase Agreement with Teck Namibia (Pty) Ltd. ("Teck") to acquire the remaining 70% interest in Haib (the Company previously owned 30% of the interest) for a total consideration of
$3.212 million. Teck retains a 1.5% Net Smelter on the property, one-third of which can be purchased by the Company for a cash payment of $2 million. Teck shall hold a preemptive right to participate in any financing of the Company as long as Teck holds over 5% of Koryx Copper's outstanding common shares.
Teck shall be entitled to a production bonus payment that will be declared at the time the company takes the decision to start mine development. Half of the bonus shall be paid upon the decision to start mine development and the second half of the bonus shall be paid upon commencement of commercial production. The bonus value is scaled with the value of the capital expenditures as follows:
(All amounts C$ millions)
Development Expenditures Cash Payment
$0 - $500 | $5.0 |
$501 - $600 | $6.7 |
$601 - $700 | $8.3 |
$701 - $800 | $10.0 |
$801 - $900 | $11.7 |
$901 - $1,000 | $13.3 |
$1,001 and over | $15.0 |
The renewal of the Exclusive Prospecting License 3140 (the "License") covering the Haib Copper Project had been refused by the Minister of Mines and Energy of Namibia (the "Ministry") in 2021. The Company vigorously contested this decision, using all legal means available to the Company under the Minerals (Prospecting and Mining) Act and other applicable laws international and Namibian.
On March 10, 2023, the High Court of Namibia rendered its judgment and reviewed and set aside the decision of the Minister not to renew the Haib Copper licence EPL 3140. As per the court verdict, the Ministry re-opened the application renewal procedure for the Haib Copper licence. On July 7, 2023, the Ministry officially approved the renewal of the licence EPL 3140. The license was valid for a period of two years from the date of renewal.
Subsequent to the year ended August 31, 2025, the Company was granted the renewal of EPL 3140 for a further 2 years from the expiration of the previous permit. This validates the EPL until July 6, 2027 with standard requirements relating to the proposed work program and budget.
Zambian Copper belt Properties, ZambiaOn March 28, 2022, the Company entered a definitive earn-in agreement with World Class Minerals Venture Ltd ("WCMV") of Zambia, with an effective date of March 14, 2022, to acquire up to 80% of the Large-Scale Exploration Licences LEL 23246, LEL 23247 and LEL 23248 held by WCMV, located in the centre of the Zambian Copperbelt.
Under the terms of the earn-in agreement the Company has earned the right to a 51% interest in the licenses after completing the following steps over a two-year period from the execution date:
4. Exploration and Evaluation Assets (continued) Date for Completion Cash Common Shares to be issued (post-consolidation) Minimum Exploration Expenditures to be IncurredUpon signing the Exclusivity agreement (1)
$15,000 USD (paid) Nil $Nil
Upon TSX-V approval (1) $15,000 USD (paid) 100,000*
(issued - fair value of $25,000)
$Nil
On or before the second anniversary of the Execution Date (1)
$30,000 USD (paid) 50,000*
(issued- fair value of $12,500)
$Nil
Total $60,000 USD 150,000* $NilExecution Date" means the date of the agreement, March 14, 2022.
The Company can earn an additional 29% interest in the licenses by completing the following over a three-year period following the second anniversary of the execution date:
Date for Completion Cash Common Shares to be issued (post-consolidation) Minimum Exploration Expenditures to be IncurredOn or before the third anniversary of the Execution Date (1)
On or before the fourth anniversary of the Execution Date (1)
On or before the fifth anniversary of the Execution Date (1)
$30,000 USD (paid) Nil Not less than
$1,000,000
$30,000 USD (paid) 200,000 (2) Not less than
$1,000,000
$30,000 USD Nil Not less than
$1,000,000
Total $90,000 USD 200,000* $3,000,000Execution Date" means the date of the agreement, March 14, 2022.
Shares are yet to be issued, will be issued a transfer of the licenses to a newly incorporated company in which Koryx holds a minimum of 51% interest.
*Restated on a post consolidation basis. During the 2024 financial year, the Company approved a share consolidation of one new share for every five shares in issue at the time of the share consolidation. The share consolidation was effective June 12, 2024.
The Company has paid finder's fees for the transaction of 70,000 common shares in two stages: 60,000 common shares upon approval by the TSX-V with a fair value of $15,000 and 10,000 shares issued on the third anniversary date of the approval.
In connection with the earn-in agreement, on March 14, 2022 the Company also entered a Mining Exploration Data Agreement whereby the Company will acquire all of the exploration data for the licences LEL 23246, LEL 23247 and LEL 23248 held by Mr. Nathan Sabao ("the geological consultant") as follows:
the issuance of 100,000 common shares with a fair value of $25,000 to the geological consultant upon approval by the TSX-V of the transaction (granted July 7, 2022);
-
Exploration and Evaluation Assets (continued)
on the first anniversary of the transaction, the geological consultant was to transfer all the exploration data for projects in the Luapula region in Zambia to the Company in consideration for the issuance of an additional 100,000 common shares of the Company with a fair value of $25,000. On October 6, 2023, the Company issued the common shares of the Company pursuant to the Mining Exploration Data Agreement with a fair value of $25,000.
In addition, on or before the 2nd anniversary date, 50,000 common shares pursuant to the definitive earn-in agreement above with a fair value of $12,500 were issued.
During the year ended August 31, 2024, LEL 23247 expired and the Company did not renew this license.
-
Loans receivable
Loans receivable are presented at amortised cost, which is net of loss allowance, as follows:
August
August
31, 2025
$
31, 2024
$
BenAgri agricultural CC
33,244
-
Southern Civils CC
18,325
-
51,569
-
Split between non-current and current portions
Non-current assets
33,244
-
Current assets
18,325
-
51,569
-
Fair value of loans receivable
As at May 1, 2025, the Company entered into a loan agreement with BenAgri
agricultural CC the loan is repayable over a period of four years with repayments by way of services rendered.
As at July 1, 2025, the Company entered into a loan agreement with Southern Civils CC, the loan is repayable within 12 months by way of services rendered.
The loans are classified as financial assets and are measured at amortised cost in accordance with IFRS 9.
-
Trade and other receivables
August 31, 2025
$
August 31, 2024
$
Other receivables
52,980
-
Non-financial instruments:
Refundable taxes
236,139
99,568
Prepayments
2,606,733
261,122
Total trade and other receivables
2,895,852
360,690
Fair value of trade and other receivables
The Company has been successful in securing the refund of GST claims from the tax authorities in Canada in the previous years, and the Company therefore considers the GST receivable outstanding as at August 31, 2025 to be recoverable. The Company continuously monitors the recoverability status of the GST claims submitted for refund.
During the year ended August 31, 2025, Value Added Taxation amounting to
$1,429,150 was provided for impairment. The impairment is included in exploration and evaluation expenditure in the Consolidated Statements of Loss and Other Comprehensive Loss. The Company elected to raise a provision due to delayed refunds from the authorities in Namibia.
Prepayments represent amounts advanced to service providers for goods or services expected to be recovered within the following 12 month period.
-
Deferred tax
Income tax differs from the amount that would be computed by applying the Canadian statutory income tax rate to loss before income taxes. The reasons for the differences are as follows:
August 31,
2025
August 31,
2024
Statutory tax rate
Expected income tax recovery
27%
$
(4,453,000)
27%
$
(1,098,000)
Non-deductible items
1,003,000
100,000
Effect of rate change and others
(652,000)
(154,000)
Unused tax losses and tax offsets not recognised in tax assets
4,102,000
1,152,000
Deferred tax recovery
-
-
The following are the deductible temporary differences for which no deferred tax assets are recognized in the consolidated financial statements:
August 31,
2025
August 31,
2024
$
$
Tax basis in excess of carrying value of property and equipment
54,000
92,000
Tax basis in excess of carrying value of exploration and evaluation assets
1,535,000
3,881,000
Share issuance costs
2,530,000
235,000
Non-capital loss carry-forwards
25,887,000
16,096,000
Impairments, foreign exchange and others
1,988,000
-
31,994,000
20,250,000
The Company has non-capital losses of approximately $25,887,000 (2024:
$16,096,000) that may be carried forward and applied against taxable income in future years. Within these losses, Canadian losses of $13,825,000, if not utilized, will expire through 2045. Namibian losses of $12,062,000, if not utilized, will expire through 2035. Exploration and evaluation assets and property and equipment have no expiry date. Share issuance costs expire in 2026 through 2029.
-
Cash and cash equivalents
Cash and cash equivalents consist of:
August
August
31, 2025
$
31, 2024
$
Cash in bank and on hand
30,182,926
2,272,081
Cash held in restricted accounts
149,944
-
Cash held in guarantee deposit accounts
45,000
-
30,377,870
2,272,081
The cash held in short-term guarantee deposits is held in Canadian Dollar.
Included in cash in bank and on hand, is restricted cash pledged with respect to the vehicle credit facility held with WesBank, a division of First National Bank Namibia in the amount of NAD1,253,311 ($97,420). Refer to note 10 for further details on the facility. The Company also has funds pledged as security for the credit cards in the amount of NAD650,000 ($50,527).
- Share capital
Reconciliation of number of shares issued: | August | August |
31, 2025 $ | 31, 2024 $ | |
Issued and outstanding: Issued common shares | $64,817,325 | $22,017,428 |
Number of Shares | Value | |
Balance as at August 31, 2023 | 33,874,980 | $15,964,196 |
Share issued in private placement | 14,330,011 | 5,573,871 |
Shares Issued - Finder fees | 269,231 | 87,500 |
Shares Issued - Zambia property acquisition | 150,000 | 37,500 |
Exercise of purchase warrants | 1,720,200 | 785,240 |
Exercise of finders warrants | 36,715 | 32,932 |
Issue of Finders warrants | - | (175,196) |
Exercise of stock options | 60,000 | 34,343 |
Share issuance costs | - | (268,958) |
Balance as at August 31, 2024 | 50,441,137 | $22,071,428 |
Share issuance - private placement | 40,145,302 | 42,969,356 |
Exercise of finders warrants | 17,200 | 12,291 |
Exercise of purchase warrants | 3,560,626 | 1,746,633 |
Exercise of stock options | 1,240,000 | 874,890 |
Exercise of restricted stock units | 180,000 | 129,600 |
Share issuance costs | - | (2,986,873) |
Balance as at August 31, 2025 | 95,584,265 | $64,817,325 |
-
Share capital (continued)
-
Authorized
Unlimited common shares without par value.
-
Issued and outstanding
For the year ended August 31, 2025
On November 15, 2024, the Company closed the non-brokered private placement comprising of 16,335,778 common shares at a price of $1.10 per share for total gross proceeds of $17,969,356. For the non-brokered private placements, the Company paid a total of $812,993 in aggregate cash finders fees.
On July 31, 2025, the Company closed a bought deal public offering of an aggregate of 19,047,680 common shares at a price of $1.05 per share for total gross proceeds of
$20,000,000, inclusive of the exercise in full of the over-allotment option granted to the unserwriters (the "Offering"). The Company concurrently closed a non-brokered private placement of an aggreegate of 4,761,844 common shares at the issue price of $1.05 for total gross procceds of $5,000,000. Common shares to the value of $445,000 were issued to settle debt.
The Company issued 571,430 finders warrants equal to up to 3% of the number of Common Shares sold under the Offering. Each finders warrant entitles the holder thereof to acquire a Common Share at a price equal to the Issue Price until July 31, 2027. The fair value of the finders warrants was $318,002 which was recognized as part of the total share issuance costs and was determined utilizing Black Scholes Option Pricing Model with the following weighted average inputs:
i) exercise price $1.05; ii) share price $1.03; iii) term: 2 year; iv) Volatility: 102.65%; v) Risk-free rate: 2.76%.
For the year ended August 31, 2025, 3,560,626 purchase warrants, 17,200 finders warrants, 1,240,000 stock options and 180,000 restricted stock units were exercised for total net proceeds of $2,286,673.
For the year ended August 31, 2024
On September 26, 2023, the Company closed the final tranche of a non-brokered private placement comprising of 6,365,319 units at a price of $0.33 per unit for total gross proceeds of $2,068,729. Each unit comprises one common share and one-half share purchase warrant; each whole warrant is exercisable at $0.50 per share expiring 24 months from the date of closing.
For the non-brokered private placement, the Company paid a total of $123,207 in aggregate cash finder's fees, incurred a further $58,251 in other share issuance related costs, and issued 379,061 finders warrants. These warrants entitle the holder to purchase one share for $0.33 for a period of 24 months from the date of closing. These finders warrants issued had a fair value of $81,917 using the Black Scholes model with the following inputs:
i) exercise price: $0.33; ii) share price: $0.30; iii) term: 2 years; iv) volatility: 151%; v) discount rate: 4.92%. Expected volatility was based on the Company's historical prices.
The value of these compensation warrants is included within share based payment reserves and share capital.
9. Share capital (continued)On October 6, 2023, the Company issued 100,000 common shares of the Company pursuant to the mining exploration data agreement with a fair value of $25,000 (Note 5) and 50,000 common shares pursuant to the earn-in agreement (Note 5) with a fair value of $12,500.
On March 28, 2024, the Company closed a non-brokered private placement comprising of 4,631,538 units at a price of $0.33 per unit for total gross proceeds of $1,505,250. Each unit comprises one common share and one share purchase warrant; each warrant is exercisable at $0.50 per share expiring 36 months from the date of closing.
For the non-brokered private placement, the Company issued a total of 269,231 finders units comprising of one common share and one share purchase warrants with each warrant is exercisable at $0.50 per share expiring 36 months for the date of closing. These the common shares were valued at $87,500 and the warrants issued had a fair value of $93,279 using the Black Scholes model with the following inputs:
i) exercise price: $0.50; ii) share price: $0.40; iii) term: 3 years; iv) volatility: 176%; v) discount rate: 3.92%.
The value of these compensation warrants is included within share based payment reserves and share capital.
On June 14, 2024, the Company closed a non-brokered private placement comprising of 3,333,154 common shares at a price of $0.60 per share for total gross proceeds of
$1,999,892.
For the year ended August 31, 2024, 1,720,200 share purchase warrants, 36,715 finders warrants, and 60,000 incentive stock options were exercised for total net proceeds of $824,172.
- Long-Term Omnibus Equity Incentive Plan
-
Authorized
The Company's Omnibus Equity Incentive Plan ("Plan") includes stock options ("Options"), restricted share units ("RSUs"), deferred share units ("DSUs") and other share-based awards. The Plan received shareholder approval at the Company's AGM held on February 27, 2024. On May 22, 2025 the shareholders approved the amended and restated Omnibus Long-term Incentive Plan (the "New Omnibus Plan"). The maximum number of Common Shares reserved for issuance under the New Omnibus Plan shall be no more than 10% of the Company's issued and outstanding share capital at the time of any RSU, Option, or DSU award or grant.
The maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Plan to any one Participant (as such term is defined in the New Omnibus Plan) in any 12-month period shall not exceed 5% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to the Participant. The exercise price of each Option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSXV).
Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of employment or holding office as director, officer and/or consultant of the Company. Unless otherwise stated in the option agreement, options vest when granted.
9. Share capital (continued)Stock Options: | |||
Stock options and share-based payments | Number of Stock | Weighted Average | |
Options | Exercise Price | ||
Balance as at August 31, 2023 | 2,240,000 | $0.65 | |
Issued | 1,280,000 | $0.47 | |
Exercised | (60,000) | ($0.45) | |
Expired | (920,000) | ($0.90) | |
Forfeited | (20,000) | ($0.40) | |
Balance as at August 31, 2024 | 2,520,000 | $0.47 | |
Issued | - | - | |
Exercised | (1,240,000) | ($0.43) | |
Expired | (460,000) | ($0.53) | |
Balance as at August 31, 2025 | 820,000 | $0.49 | |
The weighted average share price of options exercised, as at the date of exercise, during the year ended August 31, 2025 was $0.49 (August 30, 2024 - $0.47).
The following table summarizes information about the Company's stock options outstanding as at August 31, 2025:
Stock Options Expiration Date outstanding Exercisable August 31, 2025 Exercise price530,000 | November 29, 2026 | 530,000 | $0.40 |
40,000 | January 15, 2027 | 40,000 | $0.40 |
250,000 | August 08, 2027 | 125,000 | $0.70 |
820,000 | 695,000 | $0.49 |
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Share capital (continued)
When the Company issues stock options, it records a share-based compensation in the year or period in which the options are granted and/or vested. The expense is estimated using the following assumptions:
The stock price volatility is based on the Company's historical prices.
The risk-free interest rate is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the expected life of the stock options.
The Company used historical data to estimate option exercise, forfeiture and employee termination within the valuation model.
The Company has not paid and does not anticipate paying dividends on its common shares. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period.
Based on the best estimate, management applied the estimated forfeiture rate of 0% in determining the share-based compensation recorded in the accompanying Consolidated Statement of Loss and Other Comprehensive Loss
During the year ended August 31, 2024, the Company granted 1,030,000 stock options with a fair value of $223,255. The stock options have no vesting terms. The fair value of the options was determined utilizing Black Scholes Option Pricing Model with the following weighted average inputs:
i) exercise price $0.32; ii) share price: $0.34; iii) term 2.56 years; iv) Volatility: 167%; v) discount rate 4,05%.
The Company, in addition granted 250,000 incentive stock options with a fair value of
$139,991 of which $6,980 has been recognized as at August 31, 2024. The options vest 50% after 12 months and 25% every 6 months thereafter. The fair value of the options was determined utilizing Black Scholes Option Pricing Model with the following weighted average inputs.
i) exercise price $0.32; ii) share price: $0.34; iii) term 3 years; iv) Volatility: 144.58%; v) discount rate 3.4%
During the year ended August 31, 2024, the Company extended 100,000 stock options that were previously granted to a third party. The options were originally set to expire on June 2, 2024 and were extended to June 2, 2025. The incremental fair value of the extended options was $47,989 which was recognized as stock-based compensation expense and was determined utilizing Black Scholes Option Pricing Model with the following weighted average inputs:
i) exercise price $0.48; ii) share price $0.98; iii) term: 1 year; iv) Volatility: 128,99%; v) discount rate 4.11%
During the year ended August 31, 2025 a total of 1,240,000 stock options with expiry dates of October 14, 2024, December 17, 2024, February 21, 2025, June 10, 2025,
June 29, 2025, Semptember 1, 2025, September 11, 2025, February 06, 2027,
February 11, 2027, November 29, 2027 respectively were exercised resulting in a net total of 1,240,000 common shares being issued for gross proceeds of $874,890. The fair value of the stock options exercised was $342,890 using the Black Scholes pricing model. A total of 460,000 previously issued stock options expired during the period.
During the year ended August 31, 2025, the Company recognized $94,026 relating to current period vesting of stock options (for the year ended August 31, 2024: $280,343).
