TSXV: NCP | OTCQB: NCPCF
NICKEL CREEK PLATINUM CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three and nine months ended September 30, 2025 (Unaudited)
(Expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTSUnder National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the unaudited interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of Nickel Creek Platinum
Corp. (the "Company") have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditor.
(Expressed in Canadian dollars) (Unaudited) September 30, | December 31, | ||||
Notes | 2025 | 2024 | |||
ASSETS | |||||
Current Assets | |||||
Cash and cash equivalents | 5 | $ | 281,096 | $ | 493,541 |
Amounts receivable | 6 | 3,550 | 12,998 | ||
Prepaid expenses | 23,436 | 11,799 | |||
308,082 | 518,338 | ||||
Non-Current Assets | |||||
Equipment, net | 7 | 50,612 | 64,013 | ||
Right-of-use assets, net | 8 | 22,761 | 41,450 | ||
73,373 | 105,463 | ||||
TOTAL ASSETS | $ | 381,455 | $ | 623,801 | |
LIABILITIES | |||||
Current Liabilities | |||||
Accounts payable and accrued liabilities | 9 | $ | 229,946 | $ | 222,186 |
Lease liabilities - current | 10 | 8,603 | 26,649 | ||
238,549 | 248,835 | ||||
Non-Current Liabilities | |||||
Lease liabilities | 10 | 13,867 | 15,102 | ||
Reclamation provision | 567,000 | 566,000 | |||
TOTAL LIABILITIES | 819,416 | 829,937 | |||
SHAREHOLDERS' DEFICIENCY | |||||
Share capital | 11 | 147,272,835 | 146,863,681 | ||
Equity reserves | 18,227,113 | 18,074,833 | |||
Deficit | (165,937,909) | (165,144,650) | |||
TOTAL SHAREHOLDERS' DEFICIENCY | (437,961) | (206,136) | |||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | $ | 381,455 | $ | 623,801 | |
Going Concern (Note 1)
Commitments and Contingencies (Note 16) Subsequent Event (Note 17)
(Expressed in Canadian dollars, except share amounts) (Unaudited)
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
Note | 2025 | 2024 | 2025 | 2024 | ||||
OPERATING EXPENSES General and administrative expenses | ||||||||
Consulting and professional fees | $ | 22,854 | $ | 33,846 | $ | 92,923 | $ | 116,943 |
Depreciation | 7, 8 | 5,770 | 5,770 | 17,311 | 17,311 | |||
Foreign exchange (gain) loss | (147) | 109 | 701 | 417 | ||||
Insurance | 11,042 | 15,916 | 33,126 | 47,509 | ||||
Investor relations | 5,522 | 4,827 | 16,735 | 44,368 | ||||
Office, regulatory and other | 29,225 | 42,684 | 119,934 | 176,393 | ||||
Salaries and wages | 12 | 71,600 | 71,231 | 229,064 | 361,030 | |||
Share-based compensation | 11 | 12,000 | 67,644 | 219,607 | 220,996 | |||
General and administrative expenses | 157,866 | 242,027 | 729,401 | 984,967 | ||||
Exploration and evaluation expenses | 13 | 4,140 | 22,352 | 104,248 | 145,360 | |||
Loss before other items | (162,006) | (264,379) | (833,649) | (1,130,327) | ||||
OTHER ITEMS | ||||||||
Gain on sale of equipment | 7 | 36,000 | - | 36,000 | - | |||
Interest expense | (225) | (647) | (2,314) | (3,630) | ||||
Interest income | 2,184 | 4,123 | 6,704 | 16,216 | ||||
NET LOSS AND COMPREHENSIVE LOSS | $ | (124,047) | $ | (260,903) | $ | (793,259) | $ | (1,117,741) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.02) | $ | (0.05) | $ | (0.13) | $ | (0.22) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 6,212,946 | 5,114,452 | 5,925,047 | 4,992,749 | ||||
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in Canadian dollars) (Unaudited)
Nine Months Ended September 30,
Notes | 2025 | 2024 | ||
(Restated Note 4) | ||||
OPERATING ACTIVITIES | ||||
Net loss for the period | $ (793,259) | $ | (1,117,741) | |
Add (deduct) items not affecting cash | ||||
Depreciation | 7,8 | 28,090 | 32,720 | |
Gain on sale of equipment | 7 | (36,000) | - | |
Interest expense | 2,314 | 3,630 | ||
Reclamation provision | 1,000 | 5,000 | ||
Share-based compensation | 225,420 | 239,038 | ||
Unrealized foreign exchange loss | 406 | 166 | ||
Changes in non-cash working capital balances | 15 | 5,571 | 27,608 | |
Cash used in operating activities | (566,458) | (809,579) | ||
INVESTING ACTIVITIES | ||||
Proceeds on sale of equipment | 7 | 40,000 | - | |
Cash provided by investing activities | 40,000 | - | ||
FINANCING ACTIVITIES | ||||
Exercise of stock options | 11( c ) | 4,900 | - | |
Lease payments | (21,595) | (21,040) | ||
Proceeds from share issuance | 350,400 | 1,079,500 | ||
Share issue costs | (19,286) | (22,498) | ||
Cash provided by financing activities | 314,419 | 1,035,962 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | (406) | 161 | ||
(Decrease) increase in cash and cash equivalents, net | (212,445) | 226,544 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 493,541 | 468,085 | ||
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ 281,096 | $ | 694,629 |
Nickel Creek Platinum Corp.
Condensed Consolidated Interim Statements of Changes in Shareholders' Deficiency
For the nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars, except share amounts) (Unaudited)
Total | |||||||||
Number of | Shareholders' | ||||||||
Common | Share | Equity | Equity | ||||||
Shares | Capital | Reserves | Deficit | (Deficiency) | |||||
At December 31, 2023 | 4,667,950 | $ | 145,725,790 | $ | 17,694,744 | $ | (163,596,727) | $ | (176,193) |
Private Placement | |||||||||
March 7, 2024 | 416,667 | 625,000 | - | - | 625,000 | ||||
Share issuance costs | - | (22,498) | - | - | (22,498) | ||||
September 26, 2024 | 505,000 | 454,500 | - | - | 454,500 | ||||
Share issuance costs | - | (21,696) | - | - | (21,696) | ||||
Exercise of deferred share units (Note 11(c)) | 15,702 | 14,446 | (14,446) | - | - | ||||
Share-based compensation (Note 11(c)) | - | - | 239,038 | - | 239,038 | ||||
Net loss for the period | - | - | - | (1,117,741) | (1,117,741) | ||||
At September 30, 2024 (Restated Note 4) | 5,605,319 | $ | 146,775,542 | $ | 17,919,336 | $ | (164,714,468) | $ | (19,590) |
At December 31, 2024 | 5,605,319 | $ | 146,863,681 | $ | 18,074,833 | $ | (165,144,650) | $ | (206,136) |
Private Placement (Note 11(b)) | |||||||||
May 14, 2025 | 584,000 | 327,040 | 23,360 | - | 350,400 | ||||
Share issuance costs | - | (19,286) | - | - | (19,286) | ||||
Exercise of deferred share units (Note 11(c)) | 22,649 | 92,870 | (92,870) | - | - | ||||
Exercise of stock options (Note 11(c)) | 10,000 | 8,530 | (3,630) | - | 4,900 | ||||
Share-based compensation (Note 11(c)) | - | - | 225,420 | - | 225,420 | ||||
Net loss for the period | - | - | - | (793,259) | (793,259) | ||||
At September 30, 2025 | 6,221,968 | $ | 147,272,835 | $ | 18,227,113 | $ | (165,937,909) | $ | (437,961) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
-
NATURE OF OPERATIONS AND GOING CONCERN
Nickel Creek Platinum Corp., ("Nickel Creek Platinum" or the "Company") is a public company incorporated in British Columbia. The Company's common shares were voluntarily delisted on the Toronto Stock Exchange (the "TSX"), commenced trading on the TSX Venture Exchange (the "TSXV") on December 23, 2024, continues to trade under the symbol NCP, and on the OTCQB under the symbol NCPCF. The Company's registered office is at 1700 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8, and the head office is located at 2896 South Sheridan Way, Suite 202, Oakville, Ontario L6J 7T4.
The Company's principal business activity is the exploration and evaluation of nickel and platinum group metals ("PGM") mineral properties in North America. The Company's principal asset is its 100%-owned nickel-copper-PGM project, located in the Yukon Territory, Canada ("Nickel Shäw Project"). The Company also maintains an appropriate level of environmental studies and community engagement, considers optimization alternatives and seeks other opportunities.
These unaudited condensed consolidated interim financial statements ("Interim Financial Statements") have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") applicable to a going concern entity, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.
The Company's continuing operations are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to continue the exploration and development of its mineral property interests and to obtain and maintain the permits necessary to mine and process, and future profitable production from, or proceeds from the disposition of, its mineral property interests.
The Company has a history of losses with no operating revenue, an accumulated deficit at September 30, 2025 of $165.9 million (December 31, 2024 - $165.1 million), a total shareholders' equity deficiency at September 30, 2025 of $0.4 million (December 31, 2024 - $0.2 million deficit) and working capital at September 30, 2025 of $0.1 million (December 31, 2024 - $0.3 million).
For the near future, the Company will continue to require additional sources of financing to fund ongoing operating costs and exploration and development of its Nickel Shäw Project. Although the Company raised total gross proceeds of $350,400 through a non-brokered private placement during the month of May 2025 (see Note 11(b)) and raised total gross proceeds of approximately $1.1 million through non-brokered private placements in March 2024 and September 2024, with the Company's largest shareholder, Electrum Strategic Opportunities Fund L.P. ("Electrum"), being the sole investor in all these private placements, and has announced its intention to complete a non-brokered private placement financing during the month of November 2025 (see Note 17), the Company will require additional funding and there can be no assurance that the Company will be able to obtain additional financing in the future or that such financing will be on terms acceptable to management for it to be able to meet its current liabilities as they come due. If the Company is unable to obtain adequate additional financing, the Company will need to further curtail its activities until additional funds can be raised.
Due to operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing to fund ongoing planned operating costs and planned activities at its Nickel Shäw Project. These factors raise material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern and the ultimate use of accounting principles applicable to a going concern.
Management believes that the Company will be able to continue as a going concern for the near 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 if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
-
BASIS OF PREPARATION
Statement of Compliance
These Interim Financial Statements have been prepared in accordance with IFRS Accounting Standards, effective for the three and nine months ended September 30, 2025 and 2024, issued by the IFRS Interpretations Committee ("IFRS IC"), applicable to the preparation of unaudited interim consolidated financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting ("IAS 34"). These Interim Financial Statements should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, which were prepared in accordance with IFRS and are publicly available at https://www.sedarplus.ca ("SEDAR+"). Certain balances in the comparative financial statements have been reclassified to conform to the current year's presentation. These reclassifications had no effect on the reported results of operations.
These Interim Financial Statements were reviewed and approved by the Audit Committee on November 3, 2025.
Measurement Basis
These Interim Financial Statements are prepared under the historical cost convention. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
All amounts are presented in the Company's functional currency, which is the Canadian dollar.
-
MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies and the significant judgements, estimates and assumptions used in the preparation of these Interim Financial Statements are those applied in Note 3 of the Company's audited annual consolidated financial statements for the years ended December 31, 2024 and 2023, and have been consistently applied throughout all periods presented as if these policies had always been in effect.
The preparation of the Interim Financial Statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.
New accounting standards adopted effective January 1, 2025
There have been no new IFRS accounting standards, interpretations or amendments effective during the three and nine months ended September 30, 2025, which are of potential significance to the Company.
(Expressed in Canadian dollars, unless otherwise indicated) (Unaudited)
Future changes in accounting standards, which are not yet effective at September 30, 2025
There have been no new IFRS accounting pronouncements issued during the three and nine months ended September 30, 2025 with respect to new standards, interpretations and amendments to be effective subsequent to the nine-month period ended September 30, 2025, which are of potential significance to the Company.
- CHANGE IN ACCOUNTING POLICY
During the year ended December 31, 2024, the Company changed its accounting policy of capitalizing exploration and evaluation expenditures to expensing such expenditures. The Company believes that expensing exploration and evaluation expenditures as incurred provides more reliable and relevant financial information. The cost of exploration properties, including the cost of acquiring prospective properties and exploration rights, and exploration and evaluation costs are expensed until it has been established that a mineral property is commercially viable. Previously, the Company capitalized these amounts.
The following are reconciliations of the Company's consolidated financial statements for the three and nine month periods ended September 30, 2024.
Consolidated Statements of Loss and Comprehensive Loss
For the three months ended September 30, 2024
As Previously Reported | Adjustment | Restated | |||
OPERATING EXPENSES General and administrative expenses Consulting and professional fees | $ | 33,846 | $ - | $ | 33,846 |
Depreciation | 5,770 | - | 5,770 | ||
Foreign exchange loss | 109 | - | 109 | ||
Insurance | 15,916 | - | 15,916 | ||
Investor relations | 4,827 | - | 4,827 | ||
Office, regulatory and other | 42,684 | - | 42,684 | ||
Salaries and wages | 71,231 | - | 71,231 | ||
Share-based compensation | 67,644 | - | 67,644 | ||
General and administrative expenses | 242,027 | - | 242,027 | ||
Exploration and evaluation expenses | 10,339 | 12,013 | 22,352 | ||
Loss before other items | (252,366) | (12,013) | (264,379) | ||
OTHER ITEMS Interest expense | (647) | - | (647) | ||
Interest income | 4,123 | - | 4,123 | ||
NET LOSS AND COMPREHENSIVE LOSS | $ | (248,890) | $ (12,013) | $ | (260,903) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.05) | $ | (0.05) | |
(Expressed in Canadian dollars, unless otherwise indicated) (Unaudited)
Consolidated Statements of Loss and Comprehensive Loss
For the nine months ended September 30, 2024
As Previously Reported | Adjustment | Restated | ||
OPERATING EXPENSES General and administrative expenses Consulting and professional fees | $ | 116,943 | $ - | $ 116,943 |
Depreciation | 17,311 | - | 17,311 | |
Foreign exchange loss | 417 | - | 417 | |
Insurance | 47,509 | - | 47,509 | |
Investor relations | 44,368 | - | 44,368 | |
Office, regulatory and other | 176,393 | - | 176,393 | |
Salaries and wages | 361,030 | - | 361,030 | |
Share-based compensation | 220,996 | - | 220,996 | |
General and administrative expenses | 984,967 | - | 984,967 | |
Exploration and evaluation expenses | 71,570 | 73,790 | 145,360 | |
Loss before other items | (1,056,537) | (73,790) | (1,130,327) | |
OTHER ITEMS Interest expense | (3,630) | - | (3,630) | |
Interest income | 16,216 | - | 16,216 | |
NET LOSS AND COMPREHENSIVE LOSS | $ | (1,043,951) | $ (73,790) | $ (1,117,741) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.21) | $ (0.22) | |
Consolidated Statements of Cash Flows For the nine months ended September 30, 2024
As Previously Reported | Adjustment | Restated | |
OPERATING ACTIVITIES | |||
Net loss for the period | $ (1,043,951) | $ (73,790) | $ (1,117,741) |
Add (deduct) items not affecting cash Depreciation | 32,720 | - | 32,720 |
Interest expense | 3,630 | - | 3,630 |
Reclamation provision | - | 5,000 | 5,000 |
Share-based compensation | 239,038 | - | 239,038 |
Unrealized foreign exchange loss | 166 | - | 166 |
Changes in non-cash working capital balances | 73,941 | (46,333) | 27,608 |
Cash used in operating activities | (694,456) | (115,123) | (809,579) |
INVESTING ACTIVITIES Exploration and evaluation expenditures | (115,123) | 115,123 | - |
Cash used in investing activities | (115,123) | 115,123 | - |
FINANCING ACTIVITIES Lease payments | (21,040) | - | (21,040) |
Proceeds from share issuance | 1,079,500 | - | 1,079,500 |
Share issue costs | (22,498) | - | (22,498) |
Cash provided by financing activities | 1,035,962 | - | 1,035,962 |
Effect of foreign exchange rate changes on cash and cash equivalents | 161 | - | 161 |
Increase in cash and cash equivalents, net | 226,544 | - | 226,544 |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 468,085 | - | 468,085 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ 694,629 | $ - | $ 694,629 |
5. CASH AND CASH EQUIVALENTS |
The cash and cash equivalents balance of $281,096 at September 30, 2025 (December 31, 2024 - $493,541) includes $7,429 of cash and cash equivalents denominated in US dollars (December 31, 2024 - $7,881).
-
AMOUNTS RECEIVABLE
Amounts receivable consists of goods and services tax receivable of $3,550 at September 30, 2025 (December 31, 2024 - $12,998).
-
EQUIPMENT
Computer Equipment &
Software
Exploration Equipment
Shelter
Total
Cost
At December 31, 2024
182,369
129,762
410,790
722,921
Disposals for the period
-
-
(68,000)
(68,000)
At September 30, 2025
$
182,369
$
129,762
$
342,790
$
654,921
Accumulated depreciation
At December 31, 2024
(182,369)
(110,712)
(365,827)
(658,908)
Depreciation for the period
-
(2,857)
(6,544)
(9,401)
Disposals for the period
-
-
64,000
64,000
At September 30, 2025
$
(182,369)
$
(113,569)
$
(308,371)
$
(604,309)
Net carrying value
At December 31, 2024
$
-
$
19,050
$
44,963
$
64,013
At September 30, 2025
$
-
$
16,193
$
34,419
$
50,612
Depreciation relating to equipment for the nine-month period ended September 30, 2024 was $13,878.
-
RIGHT-OF-USE ASSETS
Cost
Office Leases
Surface Leases
Total
At December 31, 2024 and
September 30, 2025
$
46,163
$
24,150
$
70,313
Accumulated depreciation
Office Leases
Surface Leases
Total
At December 31, 2024
(23,082)
(5,781)
(28,863)
Depreciation for the period
(17,311)
(1,378)
(18,689)
At September 30, 2025
$
(40,393)
$
(7,159)
$
(47,552)
Net carrying value
Office Leases
Surface Leases
Total
At December 31, 2024
$
23,081
$
18,369
$
41,450
At September 30, 2025
$
5,770
$
16,991
$
22,761
The Company's corporate office lease expires in December 2025 with no renewal options, and the remaining surface lease is at Nickel Shäw Project with an expiry date in 2034.
Depreciation relating to right-of-use assets for the nine-month period ended September 30, 2024 was $18,842.
-
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
September 30,
2025
December 31,
2024
Trade payable and accrued liabilities
$
226,889
$
218,848
Other liabilities
3,057
3,338
$
229,946
$
222,186
Trade payable and accrued liabilities consist of amounts outstanding for trade and other purchases related to exploration and operating activities, and are normally due on 30 to 90 day terms. Other liabilities consist primarily of employee and director related accrued liabilities.
-
LEASE OBLIGATIONS
The Company's leases are for office space, which expires in December 2025 with no renewal options, and a surface lease at the Nickel Shäw Project. The following are the undiscounted and discounted lease obligations at a discount rate of 7.5% at September 30, 2025 and December 31, 2024:
Discounted
September 30, 2025
December 31, 2024
Balance, beginning of period
$
41,751
$
64,781
Interest expense
2,314
4,175
Lease payments
(21,595)
(27,205)
Balance, end of period
$
22,470
$
41,751
Current portion of lease liabilities
$
8,603
$
26,649
Long-term portion of lease liabilities
$
13,867
$
15,102
Undiscounted
September 30,
2025
December 31,
2024
Current
$
8,895
$
27,945
Non-current
17,815
20,360
$
26,710
$
48,305
-
SHARE CAPITAL
Authorized Share Capital
The Company is authorized to issue an unlimited number of common voting shares without par value.
The Company is authorized to issue an unlimited number of preferred shares, which are without par value. Preferred shares are issuable in series, with rights and terms of each series to be fixed in the resolution of the Board of Directors ("Board") creating the series. Preferred shares will have only those voting rights authorized
by the Board in the resolution creating the series, provided that preferred shares of any series must approve changes to the rights, privileges, restrictions and conditions attaching to that series of preferred shares. No preferred shares have been issued and none are outstanding.
2025 Private Placement
During the month of May 2025, the Company raised gross proceeds of $350,400 by way of a non-brokered equity private placement (the "2025 Private Placement") through the issuance of 584,000 units of the Company ("Units") at a price of $0.60 per Unit.
Each Unit consisted of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant exercisable into one additional Common Share at an exercise price of $0.60 for a period of three (3) years from the date of issuance. The Company's major shareholder, Electrum, was the sole participant in the 2025 Private Placement.
The closing share price on the closing date of May 14, 2025 was $0.56. The Company used the residual value method to value the warrants within the Units with a value of $23,360 or $0.04 per Unit. The residual value of
$23,360 was allocated to the warrants and recorded to equity reserves.
The Company incurred cash issuance costs of $19,286 relating to legal fees and TSXV fees.
All Units issued under the 2025 Private Placement were subject to a statutory hold period of four months and one day from the date of issuance and the hold period expired during the month of September 2025.
Share-Based Compensation and Warrants
Share-based Compensation
For the three and nine months ended September 30, 2025, share-based compensation related to stock options ("Options") and deferred share units ("DSUs") totalled $12,000 and $225,420, respectively (September 30, 2024 - $72,879 and $239,038, respectively). For the three and nine months ended September 30, 2025, $12,000 and $219,607 was charged to general and administrative expenses, respectively (September 30, 2024 - $67,644 and $220,996, respectively) and $nil and $5,813 was recorded to exploration and evaluation expenses for the three and nine months ended September 30, 2025, respectively (September 30, 2024 - $5,235 and $18,042, respectively).
Stock Options
The following table summarizes the Options transactions from January 1, 2025 through September 30, 2025:
Number of Options
Weighted Average Exercise Price
At December 31, 2024
-
$
-
Granted
319,000
0.49
Exercised
(10,000)
0.49
At September 30, 2025
309,000
$
0.49
On May 6, 2025, 319,000 Options were granted to directors, officers and consultants of the Company pursuant to the Company's Share-Based Compensation Plan (the "Plan"). Of the 319,000 Options granted, 303,000 Options were granted to related parties. The Options have an exercise price of $0.49, a term of three (3) years, expiring on May 6, 2028 and vested immediately. The Company has a total of 309,000 Options outstanding at September 30, 2025 (December 31, 2024 - nil Options).
The following is a summary of the assumptions used in the Black-Scholes value model for Options granted during the nine months ended September 30, 2025 and 2024:
Nine Months Ended September 30,
2025
2024
Risk-free interest rate
2.59%
n/a
Expected price volatility
128%
n/a
Expected life (years)
3.0
n/a
Annual dividends
n/a
n/a
Estimated forfeiture rate
n/a
n/a
The fair value of 319,000 Options granted during the period ended September 30, 2025 has been estimated using the Black-Scholes pricing model to be $115,920 (September 30, 2024 - n/a).
Deferred Share Units
The following table summarizes the DSU transactions for the nine months ended September 30, 2025:
Number of
DSU's
At December 31, 2024
117,742
Directors Fees
38,584
Grant to Officers and Directors
150,000
Exercised
(22,649)
At September 30, 2025
283,677
On May 6, 2025, 150,000 DSUs were granted to directors and officers of the Company pursuant to the Plan.
During the nine-month period ended September 30, 2025, 22,649 DSUs were redeemed into Common Shares of the Company by a former director and the cost of $92,870 was allocated from equity reserves to share capital.
At September 30, 2025, there were 283,677 DSUs outstanding and redeemable (December 31, 2024 -117,742). Subject to the terms and conditions of the Plan, each DSU is redeemable for one Common Share of the Company. At the sole discretion of the Company, DSU redemptions may be settled by cash payment, by share issuance or by purchase of shares in the open market, or any combination thereof.
Warrants
The following table summarizes the warrants transactions for the nine months ended September 30, 2025:
Number of Warrants
Weighted Average Exercise Price
At December 31, 2024
1,397,691
$
11.44
Expired
(851,336)
10.45
Granted
584,000
0.60
At September 30, 2025
1,130,355
$
6.58
At September 30, 2025, there were 1,130,355 (December 31, 2024 - 1,397,691) warrants outstanding, with a weighted-average exercise price of $6.58 (December 31, 2024 - $11.44) and a weighted-average remaining life of 1.6 years (December 31, 2024 - 0.8 years), as follows:
September 30, 2025
Expiry Date
Exercise Price
Outstanding
April 23, 2026
15.00
318,836
April 28, 2026
15.00
70,000
May 11, 2026
8.00
157,519
May 14, 2028
0.60
584,000
1,130,355
-
RELATED PARTY TRANSACTIONS & KEY MANAGEMENT COMPENSATION
The Company has identified its current and former directors and senior officers as its key management personnel, and the compensation costs for key management personnel were recorded at their exchange amounts as agreed by transacting parties.
During the three and nine months ended September 30, 2025, the Company recorded consulting fees of $nil to a party related to the Chief Executive Officer (September 30, 2024 - $nil and $10,500, respectively). At September 30, 2025, amounts due to related parties totalled $130 (December 31, 2024 - $530) related to business expense reimbursements.
Electrum was the sole participant in the 2025 Private Placement with the purchase of 584,000 Units for
$350,400 (see Note 11(b) for additional information), and the sole participant in the two private placements that closed during the nine-month period ended September 30, 2024 with total purchases of 921,667 Common Shares for $1,079,500.
The compensation paid or payable to key management for services rendered is shown below:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Cash fees to directors
$ -
$
-
$
-
$
10,500
Officer salaries
66,250
66,250
198,750
287,083
Share-based compensation
12,000
62,822
219,607
206,183
$ 78,250
$
129,072
$
418,357
$
503,766
-
EXPLORATION AND EVALUATION EXPENSES
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Claim fees and other holding costs
$ 1,680
$
1,680
$
46,471
$
48,406
Consulting fees, environmental and other
(1,000)
10,300
41,185
63,503
Depreciation
3,460
5,137
10,779
15,409
Share-based compensation
-
5,235
5,813
18,042
$ 4,140
$
22,352
$
104,248
$
145,360
-
FAIR VALUE MEASUREMENTS
IFRS defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an arm's length transaction between market participants at the measurement date. When appropriate, the Company adjusts the valuation models to incorporate a measure of credit risk.
The estimated fair values of cash and cash equivalents, amounts receivable, accounts payable and other liabilities, and due to related parties, which are all measured at amortized cost, approximate their respective carrying values due to the short-term maturity of these financial instruments.
-
SUPPLEMENTAL CASH INFORMATION
Nine Months Ended
September 30,
2025
2024
Changes in non-cash working capital balances
Decrease in amounts receivable
$
9,448
$
10,028
(Increase) decrease in prepaid expenses
(11,637)
49,495
Increase (decrease) in accounts payable and accrued liabilities
7,760
(31,915)
$
5,571
$
27,608
-
COMMITMENTS AND CONTINGENCIES
Exploration Cooperation Agreement
The Company entered into an Exploration Cooperation Agreement ("ECA") in August 2012 with the Kluane First Nation ("KFN") in the Yukon to support Nickel Creek Platinum's exploration program and environmental studies associated with the development of the Nickel Shäw Project.
Short-Term Leases and Other
The Company's activities are subject to various provincial and federal laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company
has made, and expects to continue to make in the future, filings and expenditures to comply with such laws and regulations.
The Company does not have contractual agreements for any short-term office lease agreement or contracts for corporate office equipment.
Contingencies
The Company accrues for liabilities when it is probable and the amount can be reasonably estimated.
The Company may be involved in legal proceedings from time to time arising in the ordinary course of its business.
An employment contract between the Company and its President and Chief Executive Officer ("CEO") provides for the following:
At September 30, 2025, upon termination without cause, the CEO is entitled to a maximum severance of 12 months of his salary (prior to the voluntary 50% salary reduction) plus benefits. The estimated contingent liability at September 30, 2025 amounts to approximately $287,000.
At September 30, 2025, in the event of a change of control and within 12 months thereafter his employment is terminated without cause or other triggering event (as defined in the contract) occurs, the CEO is entitled to a maximum severance of 18 months of his salary (prior to the voluntary 50% salary reduction) plus benefits. The estimated contingent liability at September 30, 2025 amounts to approximately $432,000.
An employment contract between the Company and its Chief Financial Officer ("CFO") provides for the following:
At September 30, 2025, upon termination without cause, the CFO is entitled to a severance of 12 months of his salary plus one month's salary per completed year of service (prior to the voluntary 50% salary reduction) with the potential maximum severance being 24 months' salary. The estimated contingent liability at September 30, 2025 (21 months' salary) amounts to approximately $437,500.
At September 30, 2025, in the event of a change of control, and within 12 months thereafter his employment is terminated without cause or other triggering event (as defined in the contract) occurs, the CFO is entitled to a maximum severance of 24 months of his salary (prior to the voluntary 50% salary reduction). The estimated contingent liability at September 30, 2025 amounts to approximately $500,000.
As a triggering event has not occurred, these contingent obligations have not been recorded in these financial statements.
(Expressed in Canadian dollars, unless otherwise indicated) (Unaudited)
- SUBSEQUENT EVENT
On October 29, 2025, the Company announced that it intends to issue, on a non-brokered private placement basis, up to approximately 465,000 Common Shares at a price of $2.15 per Common Share and up to 434,782 Common Shares that will qualify as "flow-through" shares within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $2.30 per FT Share, for aggregate gross proceeds to the Company of up to $2.0 million.
Electrum has indicated its intention to invest up to approximately $0.8 million in the private placement.
The private placement is expected to close during the month of November 2025 and remains subject to the approval of the TSXV.