The accompanying unaudited condensed interim consolidated financial statements have been prepared by the Company's management and the Company's independent auditors have not performed a review of these interim financial statements.
Condensed Interim Consolidated Statements of Financial Position Unaudited - See Notice to Reader
Stated in Canadian dollars
September 30,
2025
December 31,
2024
(Audited)
Assets Current Assets | ||
Cash | $ 6,488 | $ 24,216 |
Prepaid expenses | 8,895 | 14,832 |
Other receivables (note 4) | 86,243 | 9,145 |
101,626 | 48,193 | |
Portfolio Investments (note 5) | - | 16,869 |
Other Non-Current Receivables (note 4) | 222,938 | - |
Mineral Properties and Deferred | ||
Exploration Costs (note 6) | 2,464,519 | 2,456,526 |
$ 2,789,083 | $ 2,521,588 | |
Liabilities Current Liabilities Accounts payable and accrued liabilities | $ 1,026,856 | $ 903,718 |
Due to related company (note 7) | 578,169 | 510,569 |
Promissory notes (note 8) | 1,574,010 | - |
3,179,035 | 1,414,287 | |
Shareholders' Equity (Deficit) | ||
Share capital (note 9) | $ 10,062,848 | $ 10,062,848 |
Contributed surplus | 3,922,436 | 3,922,436 |
Cumulative translation reserve | (8,257) | - |
Accumulated deficit | (14,292,991) | (12,869,441) |
Non-controlling interest | (73,988) | (8,542) |
(389,952) | 1,107,301 | |
$ 2,789,083 | $ 2,521,588 | |
Going Concern (note 2e) | ||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Approved on behalf of the Board
"Anthony J. Cohen" , Director "John H. Paterson" , Director
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the Three and Nine Months ended September 30
Unaudited - See Notice to Reader Stated in Canadian dollars
Nine months ended Three months ended
2025 2024 2025 2024
IncomeInvestment income $ - $ 1,389 $ - $ 352
ExpensesBad debt expense | - | 659 | - | 293 |
Consulting and director fees | 675 | 600 | 225 | 200 |
Foreign exchange loss | 40,881 | 596 | 43,106 | 326 |
Financial services | 45,000 | - | 15,000 | - |
Insurance | 7,245 | 9,199 | 2,491 | 4,033 |
Interest and financing fees | 40,132 | 2,123 | 27,307 | 296 |
Office and general | 43,055 | 1,115 | 18,537 | 626 |
Professional fees | 149,851 | 76,199 | 66,546 | 28,459 |
Rent | 1,800 | 1,800 | 600 | 600 |
Salaries and benefits | 75 | 75 | 25 | 25 |
Transfer and filing fees | 43,933 | 48,744 | 13,284 | 14,230 |
372,647 | 141,110 | 187,121 | 49,088 | |
Other Expenses (Income) | ||||
Write-down of mineral properties (note 6) | 1,213,235 | 25,267 | 124,955 | 3,528 |
Fair value adjustment on portfolio | ||||
investments | 15,428 | (30,440) | - | (5,303) |
Other income | (36,182) | - | (12,549) | - |
Realized gain on disposition of | ||||
portfolio investments (note 5) | (18,267) | (3,372) | - | (11,608) |
Gain on write-off of accounts payable | ||||
and accrued liabilities | (58,300) | - | - | - |
Net Loss | (1,488,561) | (131,176) | (299,527) | (35,353) |
Other Comprehensive Loss | ||||
Currency translation adjustment | 8,692 | - | 2,498 | - |
Comprehensive Loss | $ (1,497,253) $ | (131,176) $ | (302,025) | $ (35,353) |
Loss per Share - basic and diluted | $ (0.01) $ | (0.00) $ | (0.00) | $ (0.00) |
Weighted Average Number of Common | ||||
Shares Outstanding - basic and | ||||
diluted | 230,665,717 | 229,267,907 230,665,717 | 230,513,543 | |
Continued on next page
Nine months ended Three months ended
2025 | 2024 | 2025 | 2024 | |
Continued from previous page | ||||
Net Loss Attributable to: Equity holders of Plato Gold Corp. | (1,423,550) | (130,469) | (290,911) | (35,168) |
Non-controlling interest | (65,011) | (707) | (8,616) | (185) |
(1,488,561) | (131,176) | (299,527) | (35,353) | |
Comprehensive Loss Attributable to: Equity holders of Plato Gold Corp. | (1,431,807) | (130,469) | (293,284) | (35,168) |
Non-controlling interest | (65,446) | (707) | (8,741) | (185) |
(1,497,253) | (131,176) | (302,025) | (35,353) |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Plato Gold Corp.Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit) For the Nine Months Ended September 30
Unaudited - See Notice to Reader Stated in Canadian dollars
Share Capital Shares Amount | Warrants | Contributed Surplus | Cumulative Translation Reserve | Accumulated Deficit | Non- Controlling Interest | Total | ||||||||
Balance - January 1, 2024 | 228,365,717 $ 10,028,348 | $ 63,580 | $ 3,858,856 | $ - $ | (12,655,484) $ | (7,478) $ | 1,287,822 | |||||||
Shares issued for mineral | ||||||||||||||
properties (notes 6(a,b), 9) | 2,300,000 34,500 | - | - | - | - | - | 34,500 | |||||||
Expiry of warrants (note 10) | - - | (63,580) | 63,580 | - | - | - | - | |||||||
Net loss | - - | - | - | - | (130,469) | (707) | (131,176) | |||||||
Balance - September 30, 2024 | $ | 230,665,717 | $ | 10,062,848 | $ | - | $ | 3,922,436 | $ | - | $ | (12,785,953) $ | (8,185) $ | 1,191,146 |
Share Capital Cumulative Non-
Shares | Amount | Warrants | Contributed Surplus | Translation Reserve | Accumulated Deficit | Controlling Interest | Total | |||||
Balance - January 1, 2025 | 230,665,717 | $ 10,062,848 | $ - $ | 3,922,436 | $ - | $ (12,869,441) $ | (8,542) $ | 1,107,301 | ||||
Net loss | - | - | - | - | - | (1,423,550) | (65,011) | (1,488,561) | ||||
Other comprehensive loss | - | - | - | - | (8,257) | - | (435) | (8,692) | ||||
Balance - September 30, 2025 | 230,665,717 | $ | 10,062,848 | $ | - | $ | 3,922,436 | $ | (8,257) $ (14,292,991) $ | (73,988) $ | (389,952) | |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
-4-
Condensed Interim Consolidated Statements of Cash Flow For the Nine Months Ended September 30
Unaudited - See Notice to Reader
Stated in Canadian dollars
2025 | 2024 | |
Cash Flows from Operating Activities Comprehensive loss | $ (1,497,253) | $ (131,176) |
Items not involving cash | ||
Realized gain on disposition of portfolio investments | (18,267) | (3,372) |
Interest expense | - | 414 |
Write-down of mineral properties | 1,213,235 | 25,267 |
Bad debt expense | - | 659 |
Fair value adjustment on portfolio investments | 15,428 | (30,440) |
Changes in non-cash working capital | (286,857) | (138,648) |
Other receivables | (300,036) | 19,136 |
Short-term investments | - | - |
Prepaid expenses | 5,937 | (8,306) |
Accounts payable and accrued liabilities | 123,138 | 8,825 |
(457,818) | (118,993) | |
Cash Flows from Financing Activities Promissory notes | 1,574,010 | - |
Due to related company | 67,600 | 202,480 |
Repayment of loan payable | - | (40,000) |
1,641,610 | 162,480 | |
Cash Flows used in Investing Activities Mineral properties and deferred explorations costs | (1,221,228) | (100,985) |
Proceeds from disposition of portfolio investments | 19,708 | 46,680 |
(1,201,520) | (54,305) | |
Change in cash | (17,728) | (10,818) |
Cash - beginning of period | 24,216 | 14,308 |
Cash - end of period | $ 6,488 | $ 3,490 |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Nature of Operations
Plato Gold Corp. (the "Company" or "Plato") is an Ontario corporation formed by amalgamation on May 30, 2005. The primary offices are located at 1240 Bay Street, Suite 800, Toronto, Ontario M5R 2A7. The Company is listed on the TSX Venture Exchange (TSX-V: PGC), OTCQB Venture Market (OTCQB: NIOVF) and the Frankfurt Exchange (4Y7 OR WKN: A0M2QX).
The Company is a public gold and rare minerals exploration company with four projects. The first project, Good Hope Niobium Project consists of a total of 296 claims and covers an area of approximately 6,035 hectares in the Killala Lake Area and Cairngorm Lake Area Townships, northwest of Marathon, Ontario. The second project, the Pic River Platinum Group Metals ("PGM") Project consists of a total of 111 Single Cell Mining Claims and covers an area of approximately 2,352 hectares in the Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario. The third project, the Lolita Project in Santa Cruz, Argentina, includes three adjoining concessions in Southern Argentina, which are held by the Company's 95% owned subsidiary, Winnipeg Minerals
S.A. ("WMSA"). The fourth project, the Timmins Gold Project in Northern Ontario includes four properties (Guibord, Harker, Holloway and Marriott) in what is sometimes referred to as the Harker/Holloway gold camp located east of Timmins.
The Company is in the process of exploring its mineral properties and has not yet determined whether its properties contain economic mineral reserves. The recovery of amounts capitalized under mineral properties and deferred exploration costs is dependent upon the discovery of economically recoverable resources or reserves and upon future profitable production or sale of its interests, all of which are uncertain. Consequently, as of September 30, 2025, the Company considers itself to be an exploration and evaluation stage company with respect to these properties.
The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $14,292,991 as at September 30, 2025. The Company's continued existence is dependent upon its ability to raise additional capital and/or obtaining financing from related parties and develop profitable operations. Management believes that it has the ability to raise the required additional funding. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute on its business strategy or be successful in future financing activities. As at September 30, 2025, the Company's current liabilities exceed its current assets by $3,077,409. Given the above, the Company has material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern.
- Basis of Presentation and Going Concern
The Company's condensed interim consolidated financial statements reflect the results of operations for the period ended September 30, 2025 and 2024, and the assets, liabilities and shareholders' equity as at September 30, 2025 and December 31, 2024.
The condensed interim consolidated financial statements include the accounts of the Company and its 95% owned subsidiary, Winnipeg Minerals S.A., an Argentinean company. All significant intercompany balances and transactions have been eliminated on consolidation.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Basis of Presentation and Going Concern (continued)
-
Statement of Compliance
The Company's condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). The IAS 34 interim financial statements do not include all of the information required for annual financial statements.
These condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2024.
The policies applied in the Company's condensed interim consolidated financial statements are in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") effective as of September 30, 2025. The date that the Board of Directors approved the statements is November 19, 2025.
The material accounting policies (note 3) have been applied consistently to all periods presented in these consolidated financial statements.
-
Basis of Measurement
The Company's condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which have been measured at fair value. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.
-
Functional and Presentation Currency
Plato Gold Corp.'s functional currency is Canadian Dollars. Winnipeg Minerals S.A.'s ("WMSA") functional currency is US Dollars. The condensed interim consolidated financial statements are presented in Canadian Dollars.
-
Critical judgments, estimates, and assumptions
The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of operations during the reporting period. Significant estimates and assumptions include those related to the following:
the recoverability of the carrying value of the resource properties
management's determination that there is no deferred tax asset recognized in these consolidated financial statements
the ability to continue as a going concern
the value of options and warrants issued by the Company
-
Statement of Compliance
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Basis of Presentation and Going Concern (continued)
-
Critical judgments, estimates, and assumptions (continued)
The application of Company's accounting policy for mineral properties and deferred exploration costs requires judgment to determine whether future economic benefits are probable, from either future development or sale. There is no assurance that the Company has or will have commercially viable resources.
Determining the value of stock options and warrants involves the application of the Black-Scholes option-pricing model which requires the input of highly subjective assumptions that can materially affect the value. Significant estimates and assumptions are required for the volatility used in the Black-Scholes option-pricing model. The Company uses historical information of its own publicly traded common shares to determine the degree of volatility at the date when the stock options and warrants are granted. The degree of volatility will vary depending on when the stock options and warrants were granted, and the expected life.
While management believes that the estimates and assumptions are reasonable, actual results could differ from those estimates.
Management has also used its judgment in determining that the functional currency of the Company and its subsidiary is the Canadian dollar and the state of development of the mineral properties as the exploration stage.
- Going Concern
-
Critical judgments, estimates, and assumptions (continued)
The Company's ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to fund its exploration and development programs and general and administrative expenses, maintain its resource properties, discharge its liabilities as they become due and generate positive cash flows from operations. There is no certainty that the Company will be successful in raising financing given the current condition of the financial markets, and as such there is significant uncertainty the Company will be able to continue as a going concern.
During the period ended September 30, 2025 the Company had a net loss of $1,488,561 (2024 -
$131,176). As at September 30, 2025 the Company had a working capital deficiency of
$3,077,409 (December 31, 2024 - $1,366,094) and had an accumulated deficit of $14,292,991 (December 31, 2024 - $12,869,441).
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Basis of Presentation and Going Concern (continued)
e) Going Concern (continued)
The condensed interim consolidated financial statements are prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of the business. Accordingly, these condensed interim consolidated financial statements do not give effect to adjustments that may be necessary, should the Company be unable to continue as a going concern. If the going concern assumption is not used, then the adjustments required to report the Company's assets and liabilities at liquidation values could be material to these condensed interim consolidated financial statements.
-
Material Accounting Policies
The Company's complete accounting policies have been included in the consolidated financial statements for the year ended December 31, 2024. With the exception of the changes noted below, the accounting policies the Company followed in preparing these condensed interim consolidated financial statements were the same as those applied by the Company in the annual consolidated financial statements as at and for the year ended December 31, 2024.
Change in Winnipeg Minerals S.A. ("WMSA") functional currency
Effective January 1, 2025, WMSA's functional currency changed from Canadian Dollars to US Dollars. In determining the functional currency, management considered the currency that influences costs and the currency in which funds from financing activities were generated. Based on these indicators, management concluded that effective January 1, 2025, the functional currency of WMSA is US Dollars. The change in functional currency has been applied prospectively.
These financial statements are translated to their Canadian Dollar equivalents using the following methods:
° Income and expenses on the statement of loss and comprehensive loss have been translated using the average exchange rates prevailing during the period;
° Assets and liabilities have been translated using the exchange rate prevailing at the date of the statement of financial position; and
° Translation adjustments are recognized in other comprehensive income or loss.
-
Other Receivables
As at September 30, 2025, other receivables includes HST receivable of $3,524 (December 31, 2024
- $2,590) and VAT receivable of $222,938 (December 31, 2024 - $Nil). The carrying amount of the receivables approximates fair value.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Portfolio Investments
-
Bonterra Resources Inc.
During the year ended December 31, 2024, the Company sold its investment in Bonterra Resources Inc. and recognized a realized loss of $21,274.
-
Monarch Mining Corporation
During the year ended December 31, 2024, Monarch Mining Corporation ceased trading as it was placed under protection of Companies' Creditors Arrangement Act ("CCAA"). The Corporation wrote off their investment in Monarch Mining Corporation and recognized a realized loss of $8,236.
As at September 30, 2025, the Company holds 11,600 (December 31, 2024 - 11,600) common shares shares of Monarch Mining Corporation, with a fair value of $Nil (December 31, 2024 - $Nil).
-
Pan American Silver Corp.
During the year ended December 31, 2024, the company sold its investments in Pan American Silver Corp. and recognized a realized gain of $2,068.
-
Agnico Eagle Mines Limited
During the year ended December 31, 2024, the company sold 724 shares of Agnico Eagle Mines Limited and recognized a realized gain of $72,377.
During the period ended September 30, 2025, the company sold 150 shares of Agnico Eagle Mines Limited and recognized a realized gain of $18,267.
As at September 30, 2025, the Company holds Nil (December 31, 2024 - 150) common shares of Aginco Eagle Mines Limited, with a fair value of $Nil (December 31, 2024 - $16,869).
The Company classifies all portfolio investments as Level 1 under the fair value hierarchy. There were no transfers between fair value levels during the period ended September 30, 2025.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Bonterra Resources Inc.
- Mineral Properties and Deferred Exploration Costs
Good Hope Project | Pic River Project | Lolita Project | Timmins Gold Project | Total | |
Balance - December 31, 2014 $ - | $ - | $ 316,964 | $ 1,025,067 | $ 1,342,031 | |
Expenditures - January 1, 2015 to December 31, 2023 1,952,504 Write downs - January 1, 2015 to | 406,157 | 90,554 | 330,943 | 2,780,158 | |
December 31, 2023 | (12,943) | - | (407,518) | (1,356,010) | (1,776,471) |
Balance - December 31, 2023 | $ 1,939,561 | $ 406,157 | $ - | $ - | $ 2,345,718 |
Acquisition costs | 55,565 | 29,500 | - | - | 85,065 |
Exploration Costs | 19,003 | 3,316 | - | - | 22,319 |
Other | 3,424 | - | 11,095 | 21,431 | 35,950 |
Total Expenditures | 77,992 | 32,816 | 11,095 | 21,431 | 143,334 |
Write-down of mineral property | - | - | (11,095) | (21,431) | (32,526) |
Balance - December 31, 2024 | $ 2,017,553 | $ 438,973 | $ - | $ - | $ 2,456,526 |
Good Hope | Pic River | Lolita | Timmins Gold | ||
Project | Project | Project | Project | Total | |
Balance - December 31, 2024 | $ 2,017,553 | $ 438,973 | $ - | $ - | $ 2,456,526 |
Acquisition costs | - | - | - | - | - |
Exploration costs | 6,044 | 1,949 | 1,209,919 | - | 1,217,912 |
Other | - | - | - | 3,316 | 3,316 |
Total expenditures | 6,044 | 1,949 | 1,209,919 | 3,316 | 1,221,228 |
Write-down of mineral property | - | - | (1,209,919) | (3,316) | (1,213,235) |
Balance - September 30, 2025 | $ 2,023,597 | $ 440,922 | $ - | $ - | $ 2,464,519 |
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Mineral Properties and Deferred Exploration Costs (continued)
-
Good Hope Niobium Project
On May 31, 2017, the Company signed two Option Agreements, KL226 Option Agreement and KL37 Option Agreement to acquire 100% interest in the Good Hope Niobium Project in the Killala Lake area, near Marathon Ontario.
The Good Hope Niobium Property consists of a total of 254 claims, consisting of 227 Single Cell Mining Claims and 27 Boundary Cell Mining Claims, and covers an area of approximately 5,146 hectares in the Killala Lake Area and Cairngorm Lake Area Townships, northwest of Marathon, Ontario. The Good Hope Property is located approximately 45 kilometers northwest of Marathon and 28 km north of Highway 17. The property is readily accessible from Trans-Canada Highway 17 and Dead Horse Road. The Property is also in close proximity to the Hemlo gold mining camp.
On August 27, 2019, the Company announced that it had met all of the terms of the KL37 and KL226 Option Agreements and the Company owns 100% of the Good Hope Niobium claims.
The following terms remain for the KL226 and KL37 Option Agreements:
A 3% Net Smelter Return Royalty to Optionors, with first right of refusal for 50% buy back for $1,500,000.
A 3% Gross Overriding Royalty from the production of diamonds only to Optionors, with first right of refusal for 50% buy back for $1,500,000.
Performance Shares of 1,000,000 common shares to Optionors, if a NI 43-101 compliant resource exceeding 100 million tonnes of Nb205/P205 and an additional 2,000,000 common shares to Optionors, upon a positive bankable feasibility study.
10% of the sale price or option price in cash or shares to Optionors, if the KL226 or KL37 claims are sold or optioned to a third party.
On July 8, 2024, the Company announced a binding agreement with Rudolf Wahl and Mike Dorval (the "Wahl Group") to acquire a 100% interest in 42 unpatented cell claims in Killala Lake Area Townships, known as the Ruffle Lake Property. The Claims are contiguous to the Company's Good Hope Niobium Project.
The Company acquired the 100% interest in the claims with a payment of $20,000 and issued 2,000,000 common shares. The Wahl Group retains a 3.0% net smelter return royalty for all commercial production on claims. The Company retains the right to repurchase 2.5% of the net smelter return royalty at any time for $2,000,000.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
6. Mineral Properties and Deferred Exploration Costs (continued)
-
Pic River Project
On January 28, 2020, the Company entered into an Option Agreement to acquire 100% interest in the Pic River PGM Project in Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario. The Optionors are Rudolf Wahl (70%) and Mike Dorval (30%). On April 28, 2020, the Option Agreement was amended with an additional 6 new claims to the total property.
The Pic River PGM Project consists of a total of 111 Single Cell Mining Claims and covers an area of approximately 2,247 hectares in the Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario.
The Company, as the Optionee, will earn in for 100% interest in the project claims upon completion of the following:
Total cash payment of $125,000 as follows:
$10,000 to Optionors within 7 days of signing of the Pic River PGM Option Agreement
$15,000 to Optionors within 6 months of the TSXV approval
$25,000 to the Optionors on or before the 1st, 2nd, 3rd and 4th anniversary of the TSXV approval
Total payment of 1,650,000 common shares
300,000 common shares to Optionors within 15 days of TSXV approval
450,000 common shares to Optionors on or before the 1st anniversary of the TSXV approval
300,000 common shares to the Optionors on or before the, 2nd, 3rd and 4th anniversary of the TSXV approval
Combined exploration expenditures of $160,000
$40,000 on or before the 1st anniversary of the TSXV approval
$120,000 on or before the 4th anniversary of the TSXV approval
-
Good Hope Niobium Project
On January 20, 2021, the Option agreement was amended such that the Company is only required to incur total exploration expenditures of $160,000 on or before the 4th anniversary of the TSXV approval. All other terms of the Option Agreement remain unchanged.
In addition, the Pic River PGM Option Agreement includes:
A 3% Net Smelter Return royalty to Optionors, with the first right of refusal for 50% buy back for $1,500,000.
A 3% Gross Overriding royalty from the production of diamonds only to Optionors, with first right of refusal for 50% buy back for $1,500,000.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Mineral Properties and Deferred Exploration Costs (continued)
- Pic River Project (continued)
-
Mineral Properties and Deferred Exploration Costs (continued)
Performance Shares of 1,000,000 common shares to Optionors, if a NI 43-101 compliant resource exceeding 1 million ounces of platinum equivalent, and an additional 1,000,000 common shares to Optionors, upon a positive bankable feasibility study.
10% of the sale price or option price in cash or shares to Optionors, if the Pic River PGM Project claims are sold or optioned to a third party.
On January 28, 2020, the Company issued 300,000 common shares and cash payment of
$10,000 to the Optionors pursuant to the agreement. On June 22, 2020, the Company paid a cash payment of $15,000 to the Optionors pursuant to the agreement.
On January 20, 2021, the Company issued 450,000 common shares and cash payment of
$25,000 to the Optionors pursuant to the agreement.
On January 10, 2022, the Company issued 300,000 common shares and cash payment of
$25,000 to the Optionors pursuant to the agreement.
On January 10, 2023, the Company issued 300,000 common shares and cash payment of
$25,000 to the Optionors pursuant to the agreement.
On January 18, 2024, the Company made the final payment and issued 300,000 common shares and cash payment of $25,000 to the Optionors pursuant to the agreement.
The Company has met the terms of the Option Agreement and owns 100% of the Pic River PGM Project claims.
- Lolita Project
On August 27, 2007, the Company entered into an agreement to acquire a 75% interest in the Lolita Property in Argentina.
Upon completion of the initial expenditures, a Joint Work Program for up to US$500,000 was jointly developed and financed 75% by the Company and 25% by the other party ("Lhotka"). The agreement allows that Lhotka shall have its Joint Venture interest in the property diluted by 5% for each US$100,000 in expenditures spent by the Company, if Lhotka declines its portion of the expenditure. Lhotka's interest in the property shall not be reduced to less than 2%, unless otherwise agreed by the parties, and Lhotka is entitled to receive a 2% Net Smelter Royalty ("NSR"). The Company has available an option to purchase the NSR for US$500,000.
With the completion of the initial expenditures, registration of ownership of the property proceeded in accordance with the Joint Venture Agreement. As of August 9, 2011, Winnipeg Minerals S.A. ("WMSA") was incorporated in Argentina with the Company holding 75% and Lhotka holding 25% of the outstanding shares. The mineral claims were subsequently transferred to WMSA as of November 14, 2011.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Mineral Properties and Deferred Exploration Costs (continued)
-
Lolita Project (continued)
On August 31, 2020, in accordance with the joint venture agreement, the Company recorded cumulative expenditures above $400,000 and thus the parties agreed to dilute the Lhotka interest by 20%. Accordingly, the Lhotka contribution outstanding after the incorporation of WMSA will be recorded as settled in full. As well, the Company's holding in WMSA increased to 95%. Accordingly, as of August 31, 2020, Lhotka's outstanding contribution is $Nil.
Effective September 1, 2020, the allocation of expenditures will be based on the 95% interest for the Company and 5% for Lhotka until cumulative expenditures exceed $500,000.
As of September 30, 2025, the cumulative loan to WMSA and expenses incurred by the Company after the incorporation of WMSA totals $1,804,763 (December 31, 2024 - $285,065) with Plato accounting for $1,721,360 (December 31, 2024 - $277,648) and Lhotka $83,402 (December 31, 2024 - $7,418).
As at September 30, 2025, $82,540 (December 31, 2024 - $6,555) is receivable from Lhotka.
The option agreement, including the amendment, was in good standing as of September 30, 2024 and there are no breaches of any covenants, terms or conditions in respect thereof.
Pursuant to an impairment analysis performed on the Company's Lolita property as at December 31, 2015, the Company decided to write down the carrying value of the property totaling
$321,275 to $Nil. While the Company's interest in the Lolita project remains unchanged for the period ended September 30, 2025, the Company has determined not to substantiate the carrying value of the properties until there are expenditures by the Company on exploration and evaluation of mineral resources for this property. Accordingly, all costs incurred to date were written off as an impairment loss. Should a valuation analysis be performed in the future such that the estimated recoverable amount of the Lolita property is greater than the carrying amount of $Nil, the impairment losses recognized in prior years could reverse in part, or in full.
In this situation, the carrying amount could be increased to an amount that does not exceed the original carrying amount that would have been determined had no impairment loss been recognized for the Lolita property in prior years. As of September 30, 2025, the Company has incurred and written down $1,628,532 (December 31, 2024 - $418,613) of project related costs.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
- Mineral Properties and Deferred Exploration Costs (continued)
- Timmins Gold Project
-
Lolita Project (continued)
The Timmins Gold Project is comprised of four properties along the DestorPorcupine Fault Zone located east of Timmins. The properties are comprised of 4 leases and 142 claims. The Company holds 100% interest in the Holloway and Marriott Properties. The Company holds 50% interest in the Guibord property with the remaining 50% held by Osisko, of which 10% is beneficially held for Kirland Lake. The Company holds 20% interest in the Harker property with the remaining 80% held by Osisko. The properties are subject to a 2% net smelter royalty held by a former director of the Company.
Pursuant to an impairment analysis performed on the Company's Timmins property as at December 31, 2015, the Company decided to write down the carrying value of the property at December 31, 2015 totaling $1,010,246 to $Nil. While the Company's interest in the Timmins project remains unchanged for the period ended September 30, 2025, the Company has determined not to substantiate the carrying value of the properties until there are expenditures by the Company on exploration and evaluation of mineral resources for this property. Accordingly, all costs incurred to date were written off as an impairment loss. Should a valuation analysis be performed in the future such that the estimated recoverable amount of the Timmins property is greater than the carrying amount of $Nil, the impairment losses recognized in prior years could reverse in part, or in full. In this situation, the carrying amount could be increased to an amount that does not exceed the original carrying amount that would have been determined had no impairment loss been recognized for the Timmins property in prior years. As of September 30, 2025, the Company has incurred and written down $1,380,727 (December 31, 2024 - $1,377,411) of project related costs.
-
Due to Related Company
As at September 30, 2025, the Company owes $578,169 (December 31, 2024 - $510,569) to a related company. Amounts due to the related company are non-interest bearing, unsecured and due on demand. The Company and the related company have a director in common. This director is also a shareholder and an officer of both companies.
-
Promissory Notes
During the period ended September 30, 2025, the Company issued two promissory notes. The promissory notes are unsecured, bear interest at 7% per annum and payable on June 10, 2026. As at September 30, 2025, the principal balance outstanding on the promissory notes is $1,574,010 (1,130,673 US Dollars) and the accrued interest is $39,756 (28,558 US Dollars). The accrued interest on the promissory notes is recorded under accounts payable and accrued liabilities.
One of the promissory notes is issued to a related corporation. The Company and the related corporation have a director in common. This director is also a shareholder and an officer of both companies. As at September 30, 2025, the principal balance owed to the related corporation under the promissory note is $1,504,405 (1,080,673 US Dollars) and the accrued interest is $37,620 (27,024 US Dollars).
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Share Capital
-
Authorized
Unlimited common shares Unlimited preferred shares
b) Common Shares Issued and Outstanding
Number
Amount
Balance - January 1, 2024
228,365,717
$
10,028,348
Issued for:
Option agreement payment (note 6 (b)) (i)
300,000
4,500
Acquisition of mineral properties (note 6(a)) (ii)
2,000,000
30,000
Balance - December 31, 2024
and September 30, 2025
230,665,717
$
10,062,848
During the period ended December 31, 2024, the following transactions occurred:
On January 18, 2024, the Company issued 300,000 shares pursuant to an Option Agreement. The common share issuance was valued at $4,500 based on the Company's common share close price of $0.015 on the date of issuance. See note 6(b) for more information regarding the Option Agreement and share issuance.
On July 8, 2024, the Company issued 2,000,000 shares pursuant to an Option Agreement. The common share issuance was valued at $30,000 based on the Company's common share close price of $0.015 on the date of issuance. See note 6(b) for more information regarding the Option Agreement and share issuance.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Authorized
-
Warrants
A summary of the status of the Company's warrants is as follows:
Weighted Average Number Amount Exercise PriceSeptember 30, 2025 - $ - $ -Balance - January 1, 2024
3,100,000 $
63,580 $
0.07
Expiry - July 6, 2024
(3,100,000) $
(63,580) $
0.07
Balance - December 31, 2024 and
During the year ended December 31, 2024, 3,100,000 warrants expired unexercised.
-
Share-Based Compensation
Stock Option Plan
The Board of Directors has adopted a stock option plan for the Company (the "Plan"). Pursuant to the Plan, the Board of Directors may, from time to time at its discretion, allocate non-transferable options to purchase shares to directors, officers, employees and consultants of the Company. Under the Plan, the aggregate number of shares to be issued upon the exercise of options granted thereunder may not exceed 10% of the number of issued and outstanding shares at the time of granting the options. Options shall expire no later than ten years after the date of grant.
The exercise price of options granted pursuant to the Plan shall be established based on the average closing price of the shares for the five days prior to the date of grant or such other method of pricing as may be acceptable to the stock exchange on which the shares are listed. The options shall vest and may be exercised as determined by a resolution of the Board of Directors.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
11. Share-Based Compensation (continued)
b) A summary of changes to stock options is as follows:
Number
Weighted Average Exercise Price
Balance - January 1, 2024, December 31, 2024
16,980,000
$ 0.085
Expired (i)
(1,150,000)
(0.100)
Balance - September 30, 2025
15,830,000
$ 0.084
All outstanding options have fully vested and are exercisable.
During the period ended September 30, 2025, 1,150,000 options granted to a prior director expired unexercised.
As at September 30, 2025, the following options were outstanding and exercisable:
Number of OptionsExercise Price
Unvested
Vested
Weighted average remaining life (years)
Expiry Date
$ 0.100
-
5,980,000
3.08
October 29, 2028
$ 0.100
-
4,750,000
3.56
April 23, 2029
$ 0.050
-
5,100,000
5.56
April 22, 2031
-
15,830,000
4.03
A summary of changes to stock options is as follows (continued):
As at December 31, 2024, the following options were outstanding and exercisable:
Number of OptionsExercise Price
Unvested
Vested
Weighted average remaining life (years)
Expiry Date
$ 0.100
-
6,630,000
3.83
October 29, 2028
$ 0.100
-
5,250,000
4.31
April 23, 2029
$ 0.050
-
5,100,000
6.31
April 22, 2031
-
16,980,000
4.72
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
-
Related Party Transactions
During the period ended September 30, 2025, the Company:
Incurred rent of $1,800 (2024 - $1,800) with a related company. The Company and the related company have an officer in common. This officer is also a director and shareholder of both companies. As at September 30, 2025, accounts payable and accrued liabilities included
$25,200 (December 31, 2024 - $23,400) related to rent payable.
Incurred consulting fees of $75 (2024 - $75) with the Company's CFO. As at September 30, 2025, accounts payable and accrued liabilities included $72,075 (December 31, 2024 - $72,000) of consulting fees payable to the CFO.
Incurred consulting fees of $75 (2024 - $75) with the Company's current Corporate Secretary. As at September 30, 2025, accounts payable and accrued liabilities included $75 (December 31, 2024 - $Nil) of consulting fees payable to the current Corporate Secretary.
Incurred salaries of $75 (2024 - $75) with the Company's CEO. As at September 30, 2025, accounts payable and accrued liabilities included $75 (December 31, 2024 - $Nil) of salaries payable to the CEO.
Incurred directors fees of $375 (2024 - $300). As at September 30, 2025, accounts payable and accrued liabilities included $375 (December 31, 2024 - $Nil) of directors' fees payable.
Other related party transaction information is disclosed in notes 7 and 8.
-
Financial Instruments
-
Liquidity Risk
Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. As at September 30, 2025, the Company had current assets of $101,626 (December 31, 2024 -
$48,193) to settle current liabilities of $3,179,035 (December 31, 2024 - $1,414,287). With the exception of promissory notes, all of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.
The Company has no income and relies on debt and equity financing to support its exploration program. Additional financing is required to fund the related operating expenses required to manage the Company through fiscal 2025. Management prepares budgets and ensures funds are available prior to commencement of any exploration program. During the period ended September 30, 2025, the Company received the majority of its financing from advances from related parties and promissory notes.
Notes to the Condensed Interim Consolidated Financial Statements For the Nine Months Ended September 30, 2025 and 2024 Unaudited - See Notice to Reader
Stated in Canadian Dollars
13. Financial Instruments (continued) -
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates and equity prices.
Foreign Exchange Risk
The Company is exposed to financial risk related to foreign exchange rates. The Company operates in Canada and Argentina. A significant change in the currency exchange rates between the Canadian dollar and Argentinean peso could have an effect on the Company's results of operations.
At September 30, 2025, the Company is exposed to currency risk through Argentinean cash expressed in Canadian dollars of $5,723 (December 31, 2024 - $19,481). A 10% depreciation or appreciation of the Canadian dollar against the Argentinean peso would result in an increase/decrease of approximately $572 (December 31, 2024 - $1,948) the Company's condensed interim consolidated statement of loss and comprehensive loss.
Equity Price Risk
-
Liquidity Risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company's portfolio investments are subject to fair value fluctuations arising from changes in the equity market. As at September 30, 2025, should the equity prices of the Company's holdings increase or decrease by 5%, the impact on net loss and comprehensive loss would be approximately $Nil (December 31, 2024 - $483).
14. Capital DisclosuresThe Company's objective when managing capital is to raise sufficient funds to execute its exploration plan. As at September 30, 2025, the Company's capital consists of shareholders' deficit in the amount of $389,952 (December 31, 2024 - shareholders equity of $1,107,301).
The properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.
The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Although the Company has been successful at raising funds in the past through the issuance of share capital, it is uncertain whether it will be able to continue this financing due to the uncertain economic conditions. The Company believes that it will be able to raise sufficient funds from share issuance to funds its operations for the coming year. The Company does not have any externally imposed capital requirements. There were no changes in the Company's approach to capital management during the period ended September 30, 2025.
