Ridgeline Minerals : Financial Statements Q2 2025 (Ridgeline FS Q2 2025 FINAL)

About this update from Ridgeline Minerals Corp

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in United States dollars) Three and six month periods ended June 30, 2025 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED CONSOLIDATED INTERIM FINANCIAL REPORTING The accompanying condensed consolidated interim financial statements of Ridgeline Minerals Corp. (the "Company") have been prepared by management in accordance with International Financial Reporting Standards ("IFRS"). Management acknowledges responsibility for the preparation and presentation of the condensed consolidated interim financial statements, including responsibility for significant accounting estimates and the choice of accounting principles and methods that are appropriate to the Company's circumstances. NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by a company's auditor. Condensed Consolidated Interim Statements of Financial Position As at June 30, 2025 and December 31, 2024 (Unaudited) (expressed in United States dollars, except where indicated) Note June 30, 2025 December 31, 2024 Assets Current assets Cash $ 1,251,766 $ 602,907 Restricted cash 21,073 19,980 Prepaids 114,932 91,596 Receivables 13,145 13,000 Investment 4 100,000 100,000 1,500,916 827,483 Non-current assets Prepaids - 213,096 Property and equipment 239,826 268,379 Exploration and evaluation assets 5 13,583,190 10,684,618 13,823,016 11,166,093 Total assets $ 15,323,932 $ 11,993,576 Liabilities Current liabilities Accounts payable and accrued liabilities $ 176,970 $ 82,454 Current portion of lease liability 8 28,064 28,552 Current portion of loan payable 9 34,098 34,098 Advances - Earn-in Agreement 6 202,223 337,999 Deferred management fees 7 24,545 25,800 465,900 508,903 Non-current liabilities Lease liability 8 - 11,013 Loan payable 9 87,753 103,437 87,753 114,450 Total liabilities 553,653 623,353 Shareholders' equity Share capital 10 19,869,581 16,547,614 Reserves 1,499,842 1,584,128 Accumulated other comprehensive loss (327,262) (1,076,677) Deficit (6,271,882) (5,684,842) Total shareholders' equity 14,770,279 11,370,223 Total liabilities and shareholders' equity $ 15,323,932 $ 11,993,576 Nature of operations and going concern (Note 1) Condensed Consolidated Interim Statements of Comprehensive Income / Loss For the three and six months ended June 30, 2025 and 2024 (Unaudited) (expressed in United States dollars, except where indicated) Note Three months ended June 30 Six months ended June 30 2025 2024 2025 2024 General and administrative expenses Administration and office $ 15,977 $ 32,601 $ 57,545 $ 54,569 Investor relations 83,000 70,205 161,127 95,150 Personnel costs 89,760 88,214 197,977 168,431 Professional fees 58,109 24,480 83,210 51,205 Filing fees 14,184 10,440 21,613 18,512 Insurance 16,354 5,940 25,803 11,827 Depreciation 22,597 21,134 44,922 37,604 Other 4,830 30,816 9,875 33,831 Share-based compensation 10 7,691 1,394 14,910 2,803 Operating loss Foreign exchange loss (gain) Interest income Management fee Gain on sale of exploration and evaluation assets Loss on sale of fixed assets 312,502 285,224 616,982 473,932 39,949 (22,605) 30,532 (81,378) (9,836) (6,241) (18,310) (7,668) 7 (25,693) - (42,164) - 5 - - - (34,592) - 9,845 - 9,845 Loss for the period 316,922 266,223 587,040 360,139 Other comprehensive (income) loss Foreign currency translation (774,193) 126,044 (749,415) 419,806 Comprehensive (income) loss for the period $ (457,271) $ 392,267 $ (162,375) $ 779,945 Loss per common share Basic and fully diluted Weighted average number of common shares outstanding Basic and fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) 139,530,833 101,960,241 131,836,771 96,607,913 Total common shares issued and outstanding 139,714,899 109,677,916 139,714,899 109,677,916 Condensed Consolidated Interim Statements of Changes in Shareholders' Equity For the periods ended June 30, 2025 and 2024 (Unaudited) (expressed in United States dollars, except where indicated) Note Number of Shares Share capital Reserves Accumulated other comprehensive loss Deficit Total Balance at December 31, 2024 109,727,916 $ 16,547,614 $ 1,584,128 $ (1,076,677) $ (5,684,842) $ 11,370,223 Issuance of share capital - private placement 10 29,736,983 3,251,491 - - - 3,251,491 Share issue costs - private placement 10 - (64,330) - - - (64,330) Net loss and comprehensive income - - - 749,415 (587,040) 162,375 Issuance of share capital - property acquisition agreement 10 250,000 35,610 - - - 35,610 Share-based compensation 10 - - 14,910 - - 14,910 Share options - expired - 99,196 (99,196) - - - Balance at June 30, 2025 139,714,899 $ 19,869,581 $ 1,499,842 $ (327,262) $ (6,271,882) $ 14,770,279 Note Number of Shares Share capital Reserves Accumulated other comprehensive loss Deficit Total Balance at December 31, 2023 91,196,115 $ 14,989,220 $ 1,256,230 $ (108,760) $ (4,634,966) $ 11,501,724 Issuance of share capital - private placement 18,481,801 1,614,836 - - - 1,614,836 Share issuance costs - private placement - (66,927) - - - (66,927) Net loss and comprehensive loss - - - (419,806) (360,139) (779,945) Share-based compensation - - 2,803 - - 2,803 Balance at June 30, 2024 109,677,916 $ 16,537,129 $ 1,259,033 $ (528,566) $ (4,995,105) $ 12,272,491 Condensed Consolidated Interim Statements of Cash Flows For the six months ended June 30, 2025 and 2024 (Unaudited) (expressed in United States dollars, except where indicated) Note 2025 2024 Cash flows used in operating activities Loss for the period $ (587,040) $ (360,139) Items not affecting cash: Depreciation 44,922 37,604 Share-based compensation 10 14,910 2,803 Unrealized foreign exchange loss (gain) 94,534 (64,146) Interest on lease liability 8 1,522 2,583 Gain on sale of exploration and evaluation assets 5 - (34,592) Loss on sale of fixed assets - 9,845 (431,152) (406,042) Changes in non-cash operating working capital: Decrease (increase) in receivables and prepaids 51,519 (33,905) Increase in accounts payable and accrued liabilities 25,391 57,777 Restricted cash (1,093) - Advances - Earn in Agreement 6 (135,776) - Deferred management fees 7 (1,255) - (492,366) (382,170) Cash flows used in investing activities Payment for exploration and evaluation assets 5 (1,959,462) (445,912) Cash received on sale of exploration and evaluation assets 5 - 50,000 Purchase of equipment (16,370) (58,055) (1,975,832) (453,967) Cash flows from financing activities Proceeds from issuance of share capital - private placement 10 3,251,491 1,614,836 Share issuance costs - private placement 10 (64,330) (66,927) Repayment of loan payable 9 (15,684) (8,960) Lease payments 8 (13,023) (12,153) 3,158,454 1,526,796 Increase in cash 690,256 690,659 Effect of exchange rate changes on cash (41,397) (19,136) Cash - beginning of period 602,907 505,053 Cash - end of period $ 1,251,766 $ 1,176,576 Supplemental cash flow information (Note 12) The accompanying notes are an integral part of these condensed consolidated interim financial statements. (amounts expressed in United States dollars, except per share amounts and where indicated) Nature of operations and going concern Nature of operations Ridgeline Minerals Corp. together with its subsidiary (collectively referred to as the "Company" or "Ridgeline"), is focused on the exploration of mineral property interests in the states of Nevada and Idaho, United States. The Company's common shares are trading on the TSX Venture Exchange (the "TSX-V") under the symbol "RDG". The Company's common shares also trade in the United States on the Over-the-Counter OTCQB Venture Market under the trading symbol "RDGMF". The Company was incorporated on March 18, 2019 in British Columbia, Canada. The Company's registered office is at 355-1632 Dickson Avenue, Kelowna, BC, V1Y 7T2, Canada. All amounts are expressed in United States dollars, except for certain amounts denoted in Canadian dollars ("C$"). The Company has not yet determined whether its exploration and evaluation assets contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production. To date, the Company has not earned any revenues and is considered to be in the exploration stage. Going concern These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has not generated revenues from its operations to date. As at June 30, 2025, the Company has accumulated net losses of $6,271,882 since inception and has working capital of $1,035,016. The operations of the Company have primarily been funded by the issuance of common shares. T he Company will require additional funding to maintain its operations for the upcoming fiscal year. These condensed consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern. If the going concern assumption was not appropriate for these condensed consolidated interim financial statements, then adjustments may be necessary to the carrying values of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material. Basis of presentation The Company prepares its condensed consolidated interim financial statements in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretation of the International Reporting Interpretations Committee ("IFRIC"). These should be read in conjunction with the Company's annual audited consolidated financial statements as at and for the year ended December 31, 2024 ("annual financial statements"). The accounting policies and critical estimates and judgements applied by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company's annual financial statements, unless otherwise stated. These condensed consolidated interim financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments measured at fair value or amortized cost. The Board of Directors of the Company approved these condensed consolidated interim financial statements and authorized them for issue on August 26, 2025. (amounts expressed in United States dollars, except per share amounts and where indicated) Basis of consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries, being Ridgeline Minerals Corporation ("Ridgeline NV"), Ridgeline Silver Corporation, Ridgeline Exploration Corporation and Big Blue Nevada Corporation. All significant intercompany accounts and transactions between the Company and its subsidiary have been eliminated upon consolidation. Investment On March 20, 2024, the Company acquired 200,000 common shares of Scout Discoveries Corp. ("Scout"), a privately-owned Delaware company, through the sale of the Robber Gulch project. The common shares were valued at $0.50 per share on the transaction date. The common shares have been designated as fair value through profit or loss ("FVTPL") and any revaluation gains and losses, including any interest or dividend income, are included in profit and loss. The fair value of the common shares is determined based on estimates made by management using valuation techniques. The inputs of these valuation models are taken from observable market data where possible, including concurrent third-party investments, but where this is not feasible, a degree of judgement is required in establishing fair value. Cost Accumulated unrealized gain / loss Fair value Scout common shares $ 100,000 $ - $ 100,000 Exploration and evaluation assets Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mineral properties. The Company has investigated title to its mineral properties and, to the best of its knowledge, titles to the mineral property assets remains in good standing. Selena Project - Nevada, United States Selena (the "Selena Project") is an exploration project located in White Pine County, Nevada. The Selena Project is subject to a production royalty of 3.25%. The Company can purchase up to 1% of the production royalty (leaving 2.25%) for $3,000,000 in the first 8 years since acquiring the Selena Project. All advance minimum royalty ("AMR") payments will be offset against 70% of the production royalty payments as they become due. South32 Earn-In-Agreement On August 21, 2024, the Company entered into an earn-in agreement (the "South32 Earn-In Agreement") with a wholly-owned subsidiary of South32 Limited ("South32"), pursuant to which South32 can acquire up to an 80% interest in Ridgeline's Selena project in Nevada. In order to earn an initial 60% ownership interest in the Selena Project, South32 paid Ridgeline a $100,000 execution payment and must fund a minimum of $10.0 million (of which $2.0 million is guaranteed) in qualifying exploration expenditures on the Selena Project over an initial five-year term, following which South32 will have a further option to increase its ownership interest in the Selena Project to a total of 80% by incurring an additional $10.0 million in expenditures for an aggregate spend of $20.0 million. Ridgeline will remain operator of the Selena Project during the initial phase 1 South32 earn-in option period. The $100,000 execution payment was received in September 2024 and recorded as a recovery of exploration and evaluation assets of the Selena Project. (amounts expressed in United States dollars, except per share amounts and where indicated) Swift Project - Nevada, United States Swift (the "Swift Project") is an exploration project within Battle Mountain - Eureka Trend in Lander County, Nevada. The Swift Project is subject to the NGM Earn-In-Agreement. Nevada Gold Mines Corporation Earn-In-Agreement During the year ended December 31, 2021, the Company entered into a transaction with Nevada Gold Mines Corporation ("NGM") (the "NGM Earn-In-Agreement") pursuant to which NGM can acquire an interest in the Company's Swift Project. NGM can incur a minimum of $20 million (of which $4 million is guaranteed) in qualifying work expenditures over an initial five-year term to earn an initial 60% interest in Swift and will have further options to increase its interest to a total 75% interest. NGM assumed operatorship of the project immediately. initial earn-in option: NGM will assume operatorship of the project and can earn-in to a 60% interest in the project by incurring a minimum of $20 million in qualifying work expenditures over five years, including. $4 million in guaranteed work expenditures before December 31, 2023 (met). $16 million in work expenditures and preparation of a technical report in compliance with the requirements of National Instrument 43-101 before December 31, 2026. NGM and Ridgeline will each elect two representatives to a Swift technical steering committee, which will meet quarterly to review budgets and exploration progress. Second Earn-In Option: NGM will retain a one-time option to earn an additional 10% interest in the project by sole-funding an additional $10 million in work expenditures before December 31, 2029. As part of the NGM Earn-In-Agreement, NGM reimbursed a total of $372,762 to Ridgeline as consideration for work expenditures at Swift. This amount was received in October 2021 and recorded as a recovery of exploration and evaluation assets of the Swift Property. Black Ridge Project (previously Carlin-East), Nevada, United States Black Ridge (the "Black Ridge Project") is a Carlin-type exploration project located in northeastern Nevada. The Black Ridge Project is subject to the NGM Black Ridge Earn-In-Agreement. Nevada Gold Mines Corporation Black Ridge Earn-In-Agreement On July 17, 2023, the Company announced that it had entered into a transaction with NGM (the "NGM Black Ridge Earn In-Agreement") pursuant to which NGM can acquire an interest in the Company's Black Ridge Project. NGM can incur a minimum of $4.5 million (of which $1.5 million is guaranteed) in qualifying work expenditures over an initial five-year term to earn an initial 60% interest in Black Ridge and will have further options to increase its interest to a total 75% interest. NGM assumed operatorship of the project immediately. initial earn-in option: NGM will assume operatorship of the project and can earn-in to a 60% interest in the project by incurring a minimum of $4.5 million in qualifying work expenditures over five years, including. $1.5 million in guaranteed work expenditures before December 31, 2025. $3.0 million in work expenditures before July 14, 2028. NGM and Ridgeline will each elect two representatives to a Black Ridge technical steering committee, which will meet quarterly to review budgets and exploration progress. Second Earn-In Option: NGM will retain a one-time option to earn an additional 10% interest in the project by sole-funding an additional $5 million in work expenditures before July 14, 2030. As part of the NGM Earn-In-Agreement, NGM reimbursed a total of $100,000 to Ridgeline as consideration for work expenditures at Black Ridge. This amount was received in July 2023 and recorded as a recovery of exploration and evaluation assets of the Black Ridge Property. (amounts expressed in United States dollars, except per share amounts and where indicated) Bell Creek Property, Nevada, United States Bell Creek (the "Bell Creek Project") is a Carlin-Type exploration project located directly west of the original Carlin-East Project. The primary term of the Bell Creek Mining Lease will be 10 years from the effective date (the "Bell Creek Primary Term"), during which Ridgeline NV has an option and right to: (a) purchase all of the Lessor's right, title and interest in the Bell Creek Property for a purchase price of $10,000,000, subject to the Lessor's reservation of a production royalty of 1.5% of the net smelter returns ("NSR") from the production of valuable minerals (the "Bell Creek Option to Purchase"); or (b) extend the Bell Creek Mining Lease for an additional 15 years (the "Bell Creek Option to Extend Lease") for a payment of $100,000. The Bell Creek Option to Purchase and the Bell Creek Option to Extend Lease are exercisable up to 90 days prior to the expiration of the Bell Creek Primary Term. Thereafter Ridgeline has the option to further extend the Bell Creek Mining Lease for additional one-year periods for certain cash payments. The Company must incur $250,000 of exploration costs during the first five years of the Bell Creek Mining Lease. The Lessor will retain a 3% NSR production royalty on the Bell Creek Property during the term of the Bell Creek Mining Lease from the sale of any valuable minerals extracted, produced and sold from the Bell Creek Property. Ridgeline NV can reduce the 3% NSR production royalty by: (a) exercising the Bell Creek Option to Purchase the Bell Creek Property and reducing the NSR production royalty to 1.5%, or (b) buy down up to 1% of the NSR production royalty at any time during the Bell Creek Primary Term for $6,000,000 (or $3,000,000 per each 0.5%). Ridgeline NV will also pay the Lessor a 1% production royalty for valuable minerals extracted, produced and sold from properties in the area of interest of one mile from any boundary of the Bell Creek Property (the "Bell Creek AOI Royalty"). During the term of the Bell Creek Mining Lease, regardless of whether production is occurring on the Bell Creek Property, unless Ridgeline NV exercises the Bell Creek Option to Purchase or terminates the Bell Creek Mining Lease, Ridgeline must pay the Lessor the following AMR payments on or before each anniversary of the effective date over the term of the Bell Creek Mining Lease: $20,000 on the first anniversary (paid); $25,000 on the second anniversary (paid); $30,000 on the third anniversary (paid); $35,000 on the fourth anniversary (paid); $40,000 on the fifth anniversary (paid); $45,000 on the sixth anniversary; $50,000 on the seventh anniversary; and $75,000 on the eighth anniversary and each subsequent anniversary date. All AMR payments will be offset against the NSR production royalty and the Bell Creek AOI Royalty. Big Blue, Nevada, United States The Company has a 100% interest in the exploration prospect in Elko County, Nevada. The project is 100% owned by the Company and retains no underlying lease payments, work commitments or royalty obligations. Expenditures for the period ended June 30, 2025 were as follows: Swift / Black Ridge Selena Big Blue Bell Creek / Other Total Additions: Geophysics $ - $ 148,882 $ 162,917 $ - $ 311,799 Geochemistry - - 31,025 - 31,025 Drilling - 202,221 1,020,505 265,808 1,488,534 Assays - - 59,390 2,053 61,443 Land fees and permitting - 101,030 150,661 135,474 387,165 Geology salaries and fees - 92,734 312,720 81,452 486,906 Property Administration - - 7,570 12,110 19,680 Less: Recovery payments received - (544,867) - - (544,867) Total additions for the period Balance at December 31, 2024 - - 1,744,788 496,897 2,241,685 4,034,316 5,245,632 983,525 421,145 10,684,618 4,034,316 5,245,632 2,728,313 918,042 12,926,303 Movement in foreign exchange 205,016 266,572 138,647 46,652 656,887 Balance at June 30, 2025 $ 4,239,332 $ 5,512,204 $ 2,866,960 $ 964,694 $ 13,583,190 Expenditures for the year ended December 31, 2024 were as follows: Swift / Black Ridge Selena Big Blue Bell Creek / Other Total Additions: Geophysics $ - $ 193,190 $ 112,384 $ - $ 305,574 Geochemistry - - - 3,507 3,507 Assays - 57,557 2,625 6,951 67,133 Land fees and permitting - 170,609 14,898 96,261 281,768 Geology salaries and fees - 37,635 408,019 135,914 581,568 Less: Recovery payments received - (458,991) - - (458,991) Total additions for the year Balance at December 31, 2023 - - 537,926 242,633 780,559 4,334,366 5,635,682 518,748 325,242 10,814,038 4,334,366 5,635,682 1,056,674 567,875 11,594,597 Sale of Robber Gulch - - - (115,408) (115,408) Movement in foreign exchange (300,050) (390,050) (73,149) (31,322) (794,571) Balance at December 31, 2024 $ 4,034,316 $ 5,245,632 $ 983,525 $ 421,145 $ 10,684,618 On March 20, 2024, the Company sold Robber Gulch to Scout in return for aggregate consideration of $150,000 consisting of a one-time cash payment of $50,000 and 200,000 common shares of Scout. The common shares were valued at $0.50 per share on the transaction date (see Note 4). The Company recognized a gain on the sale of Robber Gulch of $34,592 as follows: Aggregate consideration received $ 150,000 Exploration and evaluation asset cost (115,408) Gain on sale $ 34,592 Advances - Earn-in Agreement These amounts relate to funds received in advance pursuant to approved exploration programs by the Company and its partner, South32, on the Selena Project (Note 5a). Deferred management fees During the six months ended June 30, 2025, the Company received $40,909 (2024 - $nil) under an operating services agreement with South32 whereby the Company will provide operating services related to the initial phase 1 South32 earnin option period. As at June 30, 2025, $42,164 (2024 - $nil) has been recognized as management fees, including $25,800 which was deferred as at December 31, 2024, and the remaining $24,545 (December 31, 2024 - $25,800) is recorded as deferred management fee in the condensed consolidated interim statements of financial position. Leases Lease liability June 30, 2025 December 31, 2024 Lease liability $ 28,064 $ 39,565 Less: current portion (28,064) (28,552) Long-term portion $ - $ 11,013 Undiscounted lease payments June 30, 2025 December 31, 2024 Less than one year $ 27,096 $ 26,571 One to five years - 13,548 $ 27,096 $ 40,119 Interest expense on the lease liability and lease payments made amounted to $1,522 and $13,023, respectively, for the six months ended June 30, 2025 (2024 - $2,583 and $12,153, respectively). (amounts expressed in United States dollars, except per share amounts and where indicated) Loans payable The Company has vehicles acquired through financing agreements. The loan payable balance was as follows: Balance, December 31, 2024 $ 137,535 Repayments (15,684) Balance, June 30, 2025 $ 121,851 Less: current portion (34,098) Long term portion $ 87,753 Undiscounted loan payments Total Less than 1 year 1 - 3 years 3-5 years More than 5 years $ 121,851 $ 34,098 $ 68,196 $ 19,557 $ - The financing agreements bear interest rates with a range of 2.99% to 9.79% per annum over terms ranging from four to six years. For the six month period ended June 30, 2025, interest expense on the loans payable and loan payments made amounted to $5,490 and $15,684, respectively (2024 - $2,831 and $8,960, respectively). Share capital Common shares The Company's authorized share capital consists of unlimited common shares without par value. At June 30, 2025, the Company had 139,714,899 common shares issued and outstanding (December 31, 2024 - 109,727,916). Issued share capital The Company issued share capital during the six month period ended June 30, 2025 as follows: On February 13, 2025, the Company closed a non-brokered private placement consisting of 27,562,983 units at a price of C$0.15 per unit which raised gross proceeds of C$4,134,447. Each unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant. Each warrant is exercisable to acquire one common share at a price of C$0.25 for a period of two years from the closing date. The Company paid an aggregate finder's fee of C$67,200. On March 21, 2025, the Company closed a non-brokered private placement consisting of 2,174,000 common shares at a price of C$0.23 per share which raised gross proceeds of C$500,020. No finder's fee was paid in connection with the private placement. On June 6, 2025, the Company issued 250,000 common shares at a price of C$0.195 per common share with a value of C$48,750 to Bronco Creek Exploration in relation to an exploration earn-in agreement to acquire a 100% interest in the Trench oxide gold project. Share options The Company provides share-based compensation to its directors, officers, employees, and consultants through grants of share options. (amounts expressed in United States dollars, except per share amounts and where indicated) The Company has adopted a stock option plan (the "Plan") to grant share options to directors, officers, employees and consultants to acquire up to 10% of the issued and outstanding shares of the Company. Vesting is determined at the discretion of the Board of Directors. The Company uses the Black-Scholes option pricing model to determine the fair value of share options granted. For employees, the compensation expense is amortized on a graded vesting basis over the requisite service period which approximates the vesting period. Compensation expense for share options granted to non-employees is recognized over the contract services period or, if none exists, from the date of grant until the options vest. The Company uses historical data to estimate option exercise, forfeiture and employee termination within the valuation model. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the share options. The Company has not paid and does not anticipate paying dividends on its common shares and, therefore, the expected dividend yield is assumed to be zero. Companies are required to utilize an estimated forfeiture rate when calculating the compensation expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of nil in determining the compensation expense recorded in profit and loss. Number of share options Weighted average exercise price C$ Outstanding and exercisable as at December 31, 2024 5,805,000 $0.21 Expired (1,225,000) 0.22 Outstanding and exercisable as at June 30, 2025 4,580,000 $0.21 At June 30, 2025, the following stock options were outstanding and exercisable: Number of stock options Exercise price per share C$ Expiry Date 270,000 0.36 Nov 2025 60,000 0.50 Apr 2026 680,000 0.37 Dec 2026 450,000 0.22 Oct 2027 250,000 0.25 Dec 2027 2,870,000 0.155 Sept 2029 4,580,000 June 30, 2025 Weighted average exercise price for exercisable options Weighted average share price for options exercised Weighted average years to expiry for exercisable options C$0.21 - 3.07 years Share purchase warrants At June 30, 2025, the following share purchase warrants were outstanding: Number of share purchase warrants Exercise price C$ Expiry date 9,240,901 0.18 May 2026 13,781,491 0.25 February 2027 23,022,392 (amounts expressed in United States dollars, except per share amounts and where indicated) On February 13, 2025, the Company completed a unit private placement which included 13,781,491 share purchase warrants exercisable at C$0.25 per share for a period of two years. The share purchase warrants were determined to have a value of $nil using the residual value method. Deferred share units ("DSU") DSUs are granted to the Company's directors and officers as a part of compensation under the terms of the Company's deferred share units plan (the "DSU Plan"). Each DSU entitles the participant to receive the value of one common share of the Company (a "Common Share"). The maximum number of DSU awards and all other security based compensation arrangements shall not exceed 10% of the Company's outstanding shares. Participants are entitled to the value of the Common Share upon termination of their service. In accordance to the DSU Plan, upon each vesting date the Company shall decide, at its sole discretion whether participants receive (a) the issuance of Common Shares equal to the number of DSUs vesting, or (b) a cash payment equal to the number of vested DSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX-V for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b). On the grant date of DSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the DSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, DSUs are accounted for as equity settled share-based payments and are valued using the share price of the Common Share on grant date. Since the Company controls the settlement and does not have an obligation to settle the DSU's in cash, the DSU's are considered equity settled. At June 30, 2025, the following DSUs were outstanding: Number of DSUs Weighted average grant date fair value per DSU (C$) 570,000 0.36 300,000 0.37 300,000 0.22 1,000,000 0.155 2,170,000 Restricted share units ("RSU") RSUs are granted to the Company's directors, officers, and employees as a part of compensation under the terms of the Company's restricted share units plan (the "RSU Plan"). Each RSU entitles the participant to receive the value of one Common Share. The maximum number of RSU awards and all other security based compensation arrangements shall not exceed 10% of the Company's outstanding shares. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion. In accordance with the RSU Plan, upon each vesting date the Company shall decide, at its sole discretion whether participants receive (a) the issuance of Common Shares equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX-V for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b). On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price of the Common Share on grant date. Since the Company controls the settlement, the RSU's are considered equity settled. Number of RSUs Number of RSUs vested Weighted average grant date fair value per RSU C$ 25,001 - 0.22 425,000 - 0.155 450,001 - (amounts expressed in United States dollars, except per share amounts and where indicated) At June 30, 2025, the following RSUs were outstanding: Related party transactions The Company's related parties include key management personnel and directors. Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Board of Directors and corporate officers, including the Company's Chief Executive Officer, Chief Financial Officer and Vice President of Exploration. Direct remuneration paid to the Company's directors and key management personnel during the six month periods ended June 30 are as follows: 2025 2024 Salaries and benefits (a) $ 273,747 $ 224,900 Share-based compensation $ 8,822 $ 1,869 Exploration expenditure - drilling (b) $ 1,286,314 $ - Salaries and benefits are capitalized to exploration and evaluation assets or expensed to personnel costs. As of June 30, 2025, included in the accounts payable and accrued liabilities balance on the condensed consolidated interim statement of financial position was C$6,100 (December 31, 2024 - C$6,281) due to the Company's key management personnel. During the six month period ended June 30, 2025, the Company used the services of Diamondback Drilling LLC, a company that is partially owned by the Company's Chief Executive Officer and Chief Financial Officer and incurred $1,286,314 of drilling costs which was capitalized to exploration and evaluation assets. As at June 30, 2025, included in the accounts payable and accrued liabilities balance on the condensed consolidated interim statement of financial position was $95,002 (December 31, 2024 - $nil) due to Diamondback Drilling LLC. Supplemental cash flow information Note June 30, 2025 June 30, 2024 Non-cash investing activity Exploration and evaluation assets (i) $ 95,002 Issuance of share capital - property acquisition agreement (ii) $ 35,610 $ - These exploration and evaluation asset amounts were included in the accounts payable and accrued liabilities balance at the statement of financial position date. On June 6, 2025, the Company issued 250,000 common shares of the Company with a value of C$48,750 in connection with an exploration earn-in agreement which was capitalized to exploration and evaluation assets (Note 10). (amounts expressed in United States dollars, except per share amounts and where indicated) Segmented information The Company operates in one business segment being the exploration of mineral properties. The Company's mineral property assets are all located in the United States. Financial instruments Fair value classification of financial instruments The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices). Level 3 inputs are for the assets or liabilities that are not based on observable market data (unobservable inputs). The Company's financial instruments consist of cash, restricted cash, receivables, investment, accounts payable and accrued liabilities, loan payable and lease liability. The carrying values of cash, restricted cash, receivables, accounts payable and accrued liabilities, loan payable and lease liability approximate their fair value due to their short terms to maturity or market rates of interest. Investment fair value is measured using Level 2 inputs. The following tables summarize the classification and carrying values of the Company's financial instruments at June 30, 2025: FVTPL Amortized cost (financial assets) Amortized cost (financial liabilities) Total Financial assets Cash $ - $ 1,251,766 $ - $ 1,251,766 Restricted cash - 21,073 - 21,073 Receivables - 13,145 - 13,145 Investment 100,000 - - 100,000 Total financial assets $ 100,000 $ 1,285,984 $ - $ 1,385,984 Financial liabilities Accounts payable and accrued liabilities Loan payable Lease liability $ - - - $ - - - $ 176,970 121,851 28,064 $ 176,970 121,851 28,064 Total financial liabilities $ - $ - $ 326,885 $ 326,885

View stock analysis, news, and events for Ridgeline Minerals Corp