Morocco Strategic Minerals CorporationTSXV: MCC

Q2 2025 Financial Statements

Mar 18, 2025 at 11:00 PM UTC · Issued by Morocco Strategic Minerals Corporation

MOROCCO STRATEGIC MINERALS CORPORATION

(Formerly GENIUS METALS INC.)

Condensed Interim Financial Statements

(Unaudited and unreviewed by the Company's Independent Auditors)

Three-month and six-month periods ended

January 31, 2025 and 2024

MOROCCO STRATEGIC MINERALS CORPORATION
(formerly Genius Metals Inc.)
Condensed Interim Financial Statements
Table of Contents
Three-month and six-month periods ended January 31, 2025 and 2024
Condensed Interim Financial Statements
Condensed Interim Statements of Financial Position	1
Condensed Interim Statements of Loss and Comprehensive Loss	2
Condensed Interim Statements of Changes in Equity	3
Condensed Interim Statements of Cash Flows	4
Notes to Condensed Interim Financial Statements
1	Reporting entity and nature of operations	5
2	Going concern	5
3	Basis of preparation	5
4	Material accounting policies	6
5	Cash	6
6	Short-term investments	7
7	Marketable securities in quoted companies	7
8	Other receivables	7
9	Right-of-use assets	8
10	Mining properties	8
11	Exploration and evaluation assets	11
12	Trade accounts payable and other liabilities	12
13	Lease liabilities	12
14	Share capital, warrants and agent options	13
15	Share-based compensation	15
16	Finance expenses	17
17	Supplemental cash flow information	17
18	Related party transactions	17
19	Financial assets and liabilities	18
20	Capital management policies and procedures	19
21	Financial instrument risks	20
22	Subsequent events	21

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Condensed Interim Statements of Financial Position

As at January 31, 2025 and July 31, 2024 (in Canadian dollars)

	January 31	July 31
Note	2025	2024
	$	$

Assets
Current assets:
	Cash	5 & 22	773,722	177,194
	Short-term investments	6	30,000	30,000
	Marketable securities in quoted companies	7	10,800	30,600
	Other receivables	8	51,595	28,355
	Prepaid expenses		31,384	14,711
	Total current assets		897,501	280,860
Non-current assets:
	Property and equipment		-	41
	Right-of-use assets	9	87,425	-
	Mining properties	10	1,619,386	1,604,240
	Exploration and evaluation assets	11	4,227,990	4,426,796
	Total non-current assets		5,934,801	6,031,077
Total assets		6,832,302	6,311,937
Liabilities and Equity
Current liabilities:
	Trade accounts payable and other liabilities	12	350,004	481,421
	Lease liabilities	13	12,898	-
	Total current liabilities		362,902	481,421
Non-current liabilities:
	Lease liabilities	13	70,470	-
	Total non-current liabilities		70,470	-
	Total liabilities		433,372	481,421
Equity:
	Share capital	14	11,903,452	10,551,587
	Warrants	14	586,192	334,942
	Agent options		14,724	-
	Share options	15	402,148	495,915
	Contributed surplus		1,640,923	1,547,156
	Deficit		(8,148,509)	(7,099,084)
	Total equity		6,398,930	5,830,516
Total liabilities and equity		6,832,302	6,311,937

Going concern, see Note 2.

The accompanying notes are an integral part of these condensed interim financial statements.

These financial statements were approved and authorized for issue by the Board of Directors on March 19, 2025.

(S) Guy Goulet		(S) John Booth
Director		Director

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Condensed Interim Statements of Loss and Comprehensive Loss

Three-month and six-month periods ended January 31, 2025 and 2024

(in Canadian dollars)

	Three-month period ended	Six-month period ended
	January 31	January 31	January 31	January 31
Note	2025	2024	2025	2024
	$	$	$	$

General and administrative expenses:
Salaries and employee benefit expense		72,953	69,291	144,265	143,576
Management and consulting fees		45,842	58,519	91,034	105,725
Travel, promotion and marketing		114,509	21,372	213,361	83,480
Registration, listing fees and shareholders information		27,575	17,118	37,315	32,284
Professional fees		35,600	22,887	91,976	83,545
Supplies and office expenses		21,522	18,013	36,581	31,380
Write-down of mining properties		103,279	-	103,279	-
Write-down of exploration and evaluation assets		297,433	-	297,433	-
Part XII.6 tax		-	2	1,048	2,026
Depreciation of right-of-use assets	9	4,808	-	7,996	-
Depreciation of property and equipment		-	315	41	761
Operating loss before other expenses		723,521	207,517	1,024,329	482,777
Other expenses:
Finance expense	16	3,267	1,431	5,286	2,156
Change in fair value of marketable securities	7	-	3,600	19,800	21,600
Exchange (gain) loss		(5)	5	10	319
Total other expenses		3,262	5,036	25,096	24,075

Net loss and comprehensive loss		(726,783)	(212,553)	(1,049,425)	(506,852)
Weighted average number of common shares outstanding		111,783,626	97,686,343	106,174,930	95,448,245
Basic and diluted loss per share:		(0.01)	(0.00)	(0.01)	(0.01)

The accompanying notes are an integral part of these condensed interim financial statements.

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Condensed Interim Statements of Changes in Equity

Six-monthperiods ended January 31, 2025 and 2024 (in Canadian dollars)

		Number
		of shares	Share		Agent	Share	Contributed		Total
	Note	outstanding	capital	Warrants	Options	Options	surplus	Deficit	equity
Balance as at July 31, 2024			$	$	$	$	$	$	$
	97,686,343	10,551,587	334,942	-	495,915	1,547,156	(7,099,084)	5,830,516
Units issued:
Private placements	14	21,200,000	1,444,750	251,250	14,724				1,710,724
Share issuance costs	14		(92,885)						(92,885)
Share options expired	15					(93,767)	93,767		-
Transaction with owners		118,886,343	11,903,452	586,192	14,724	402,148	1,640,923	(7,099,084)	7,448,355
Net loss and comprehensive loss for the period								(1,049,425)	(1,049,425)

Balance as at January 31, 2025		118,886,343	11,903,452	586,192	14,724	402,148	1,640,923	(8,148,509)	6,398,930
Balance as at July 31, 2023		86,556,343	10,139,428	206,960	-	715,824	1,327,247	(6,120,580)	6,268,879
Shares and units issued:
Private placements	14	11,130,000	428,518	127,982					556,500
Share issuance costs	14		(16,359)						(16,359)
Share options expired	15					(34,888)	34,888		-
Transaction with owners		97,686,343	10,551,587	334,942	-	680,936	1,362,135	(6,120,580)	6,809,020
Net loss and comprehensive loss for the period								(506,852)	(506,852)

Balance as at January 31, 2024		97,686,343	10,551,587	334,942	-	680,936	1,362,135	(6,627,432)	6,302,168

The accompanying notes are an integral part of these condensed interim financial statements.

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Condensed Interim Statements of Cash Flows

Six-monthperiods ended January 31, 2025 and 2024 (in Canadian dollars)

	Six-month period ended
	January 31	January 31
Note	2025	2024
Operating activities:	$	$

Net loss	(1,049,425)	(506,852)
Adjustments for:
Change in fair value of marketable securities	19,800	21,600
Interest on lease liabilities	3,095	-
Depreciation of right-of-use assets	7,996	-
Depreciation of property and equipment	41	761
Write-down of mining properties	103,279	-
Write-down of exploration and evaluation assets	297,433	-
Operating activities before changes in working capital items	(617,781)	(484,491)
Change in other receivables	(10,172)	(27,760)
Change in prepaid expenses	(16,673)	9,873
Change in trade accounts payable and other liabilities	(48)	(68,075)
Change in working capital items	(26,893)	(85,962)
Cash flows used for operating activities	(644,674)	(570,453)
Financing activities:
Lease liabilities repayments	(4,479)	-
Interest paid on lease liabilities	(3,095)	-
Proceeds from private placements	1,696,000	556,500
Share issuance costs	(69,404)	(22,053)
Cash flows from financing activities	1,619,022	534,447
Investing activities:
Upfront payments for right-of-use assets	(7,574)	-
Tax credits related to resources received	-	433,688
Acquisition of mining properties	(118,425)	(14,923)
Increase in exploration and evaluation assets	(251,821)	(650,768)
Cash flows used for investing activities	(377,820)	(232,003)
Net change in cash	596,528	(268,009)
Cash, beginning of period	177,194	890,117

Cash, end of period	773,722	622,108
Additional disclosures of cash flows information (Note 17).
The accompanying notes are an integral part of these condensed interim financial statements.

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Notes to Condensed Interim Financial Statements

Three-month and six-month periods ended January 31, 2025 and 2024

(in Canadian dollars)

Reporting entity and nature of operations:
Morocco Strategic Minerals Corporation (hereafter the "Company" or "Morocco Strategic Minerals" or "MCC") is engaged in the acquisition and exploration of mineral properties.
On January 31, 2025, Genius Metals Inc. changed its name to Morocco Strategic Minerals Corporation. Morocco Strategic Minerals is a company domiciled in Canada. The Company was incorporated on May 25, 2018 under the Canada Business Corporations Act. Morocco Strategic Minerals is a public company and was listed since October 31, 2018 on the Canadian Securities Exchange ("CSE") and its trading symbol is "GENI". The Company has since listed on the TSX.V Stock Exchange ("TSXV") trading under the symbol "GENI" and has begun trading solely on this exchange since September 30, 2021. On January 18, 2022, in addition to trading on the TSXV, its shares commenced also trading on the American Stock Exchange OTCQB Market under the symbol "GNSMF". On February 1, 2023, the Company's shares were moved from the OTCQB Market to the OTC Pink Market where the shares are still trading under the symbol "GNSMF". Since January 31, 2025, Morocco Strategic Minerals Corporation is trading on the TSXV under symbol "MCC".
The Company's head office, which is also the main establishment is located at 68 de la Gare Avenue, suite 205, Saint-Sauveur, Québec, Canada J0R 1R0 and its web site is www.moroccosm.com.
Going concern:
The accompanying financial statements have been prepared on the basis of the going concern assumption meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period.
Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a significant doubt on the Company's ability to continue as a going concern and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
For the six-month period ended January 31, 2025, the Company recorded a net loss of $1,049,425 ($506,852 for the six-month period ended January 31, 2024) and had negative cash flows from operations of $644,674 ($570,453 for the six-month period ended January 31, 2024). In addition, the Company had accumulated deficit of $8,148,509 as at January 31, 2025. Besides the usual needs for working capital, the Company must obtain funds to enable it to meet the timelines of its exploration programs and to pay its overhead and administrative costs. As at January 31, 2025, the Company had a working capital (total current assets less total current liabilities) of $534,599 (a negative working capital of $200,561 as at July 31, 2024) including cash of $773,722 ($177,194 in cash as at July 31, 2024). Management believes that these funds will not be sufficient to meet the obligations and liabilities of the Company. These material uncertainties cast significant doubt regarding the Company's ability to continue as a going concern. Any funding shortfall may be met in the future in a number of ways, including but not limited to, the issuance of new equity instruments. Given that the Company has not yet determined whether its mineral properties contain mineral deposits that are economically recoverable, the Company has not yet generated income nor cash flows from its operations. The recovery of the cost of exploration and evaluation assets as well as other tangible and intangible assets, is subject to certain conditions: the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to continue the exploration, evaluation, development, construction and ultimately disposal of these assets. During the six-month period ended January 31, 2025, the Company has raised $1,696,000 ($556,500 during the year ended July 31, 2024) from private placements consisting of common shares to fund exploration works and working capital. There is no assurance that it will succeed in obtaining additional financing in the future. In February 2025, the Company concluded a private placement (See Note 22).
Basis of preparation:
3.1 Statement of compliance:
These condensed interim financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (hereafter "IFRS Accounting Standards") in accordance with IAS 34, Interim Financial Reporting.

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Notes to Condensed Interim Financial Statements (continued)

Three-month and six-month periods ended January 31, 2025 and 2024

(in Canadian dollars)

3. Basis of preparation (continued):

3.1 Statement of compliance (continued):

Certain information, in particular the accompanying notes, normally included in the audited annual financial statements prepared in accordance with IFRS Accounting Standards has been omitted or condensed. Accordingly, these unaudited condensed interim financial statements do not include all the information required for full annual financial statements, and, therefore, should be read in conjunction with the audited annual financial statements of the Company and the notes thereto for the year ended July 31, 2024.

3.2 Basis of measurement:

The condensed interim financial statements have been prepared on the historical cost basis except for where IFRS Accounting Standards requires recognition at fair value.

3.3 Functional and presentation currency:

	The condensed interim financial statements are presented in Canadian dollars, which is the Company's functional currency.
	3.4 Use of estimates and judgements:
	Critical judgments in applying the accounting policies of the Company in the preparation of these condensed interim financial
	statements and key assumptions related to these estimation uncertainties are the same as the ones listed and described in Note 3.4
	of the annual audited financial statements of the Company as at July 31, 2024.
4.	Material accounting policies:
	These condensed interim financial statements have been prepared following the same accounting policies used in Note 5 of the annual
	audited financial statements for the year ended July 31, 2024.
	4.1 Adoption of new accounting standard:
	There was no adoption of new accounting policies in preparing the condensed interim financial statements as at January 31, 2025.
	4.2 New standards and interpretations that are not yet effective and have not been adopted:
	At the date of authorization of these financial statements, several new, but not yet effective, Standards and amendments to existing
	Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards
	have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first
	period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in
	the current year have not been disclosed as they are not expected to have a material impact on the Company's financial statements.
5.	Cash:

		January 31	July 31
		2025	2024
	Cash	$	$
	773,722	177,194
		773,722	177,194

Obligations related to flow-through private placements:

On November 28, 2022 and December 13, 2022, the Company completed two flow-through private placements of $378,020. The Company has until December 31, 2023 to incur eligible exploration and evaluation expenditures in order to comply with the requirements of flow-through private placement. As at January 31, 2025, the Company has fulfilled its obligation by incurring an amount of $378,020 in exploration and evaluation expenditures before December 31, 2023 (completed during the quarter ended October 31, 2023).

On June 29, 2023, the Company completed a flow-through private placement of $243,320. The Company has until December 31, 2024 to incur eligible exploration and evaluation expenditures in order to comply with the requirements of flow-through private placement. As at January 31, 2025, the Company has fulfilled its obligation by incurring an amount of $243,320 in exploration and evaluation expenditures before December 31, 2024 (completed during the quarter ended October 31, 2024).

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Notes to Condensed Interim Financial Statements (continued)

Three-month and six-month periods ended January 31, 2025 and 2024

(in Canadian dollars)

Cash (continued):
There is no guarantee that the Company's exploration and evaluation expenditures will qualify as Canadian exploration expenses, even if the Company is committed to taking all the necessary measures in this regard. Refusal of certain expenses by the tax authorities could have a negative tax impact for investors.
Short-terminvestments:

		January 31	July 31
		2025	2024
		$	$
	Guaranteed investment certificate, 2.25 % maturing in October 2025 is used as guarantee for credit cards	30,000	-
	Guaranteed investment certificate, 2.25 % maturing in October 2024 is used as guarantee for credit cards	-	30,000
		30,000	30,000
7. Marketable securities in quoted companies:

8. Other receivables:

		January 31	July 31
		2025	2024
		$	$
	Other receivables	-	11,539
	Sales tax receivable	38,527	16,816
	Mining tax credits receivable	2,218	-
	Tax credits related to resources receivable	10,850	-
		51,595	28,355

MOROCCO STRATEGIC MINERALS CORPORATION

(formerly Genius Metals Inc.)

Notes to Condensed Interim Financial Statements (continued)

Three-monthand six-monthperiods ended January 31, 2025 and 2024 (in Canadian dollars)

9. Right-of-use assets:

	Office
	spaces
Cost	$

As at July 31, 2024	-
Acquisitions	95,421
As at January 31, 2025	95,421
Accumulated depreciation
As at July 31, 2024	-
Depreciation	7,996
As at January 31, 2025	7,996
Net book value
As at July 31, 2024	-
As at January 31, 2025	87,425

10. Mining properties:

Mining properties can be detailed as follows:

July 31		Licences			January 31
2024	Acquisition	& permits	Impairment	Disposition	2025
$	$	$	$	$	$

Gold Properties:	735,278					749,521
Sakami - QC	-	14,243	-	-
Iserhoff - QC	103,107	-	172	(103,279)	-	-
Total Gold Properties	838,385	-	14,415	(103,279)	-	749,521
Base Metals:	-	25,000	-	-	-	25,000
Tifermine - Morocco
BMR Project - Morocco	-	25,000	-	-	-	25,000
Timarighine - Morocco	-	50,000	-	-	-	50,000
Total Base Metals	-	100,000	-	-	-	100,000
Industrials & High-Tech Metals:
Dissimieux Lake - QC	336,463	-	-	-	-	336,463
Lithium381 - QC	148	-	4,010	-	-	4,158
Paka - QC	429,244	-	-	-	-	429,244
Total Industrials & High-Tech Metals	765,855	-	4,010	-	-	769,865
Grand total	1,604,240	100,000	18,425	(103,279)	-	1,619,386

	July 31		Licences			July 31
	2023	Acquisition	& permits	Impairment	Disposition	2024
Gold Properties:	$	$	$	$	$	$
734,885					735,278
Sakami - QC	-	393	-	-
Iserhoff - QC	102,959	-	148	-	-	103,107
Total Gold Properties	837,844	-	541	-	-	838,385
Industrials & High-Tech Metals:
Dissimieux Lake - QC	336,463	-	-	-	-	336,463
Lithium381 - QC	-	-	148	-	-	148
Paka - QC	427,348	-	1,896	-	-	429,244
Total Industrials & High-Tech Metals	763,811	-	2,044	-	-	765,855
Grand total	1,601,655	-	2,585	-	-	1,604,240