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1844 Resources Inc. Interim / Quarterly Report 2026
46093_rns_2025-12-17_8fb0554f-f59e-4dbc-a529-de526388da26.pdf
Interim / Quarterly Report
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Resources 1844 Resources
CONDENSED INTERIM FINANCIAL STATEMENTS
(Stated in Canadian dollars)
October 31, 2025 and 2024
(Unaudited – Prepared by Management)
NOTICE OF NO AUDITOR REVIEW
In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed interim financial statements for the period ended October 31, 2025.
The accompanying unaudited condensed interim financial statements have been prepared by management.
1844 Resources Inc.
Interim Statements of Financial Position
(Unaudited – Expressed in Canadian dollars)
| As at, | October 31, 2025 | April 30, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash | $ 129,639 | $ 335,200 |
| Other receivables and prepaid expenses | 14,026 | 18,671 |
| 143,665 | 353,871 | |
| Non-current assets | ||
| Investment in common shares (Note 3) | 227,500 | 370,000 |
| Equipment | 10,393 | 10,393 |
| Exploration and evaluation assets (Note 4) | 38,219 | 28,214 |
| Total assets | $ 419,777 | $ 762,478 |
| LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (Note 7) | $ 605,196 | $ 1,302,814 |
| Financing proceeds received | - | 14,000 |
| Flow-through premium liability (Note 5) | 130,426 | 130,426 |
| Total liabilities | 735,622 | 1,447,240 |
| SHAREHOLDERS' EQUITY (DEFICIENCY) | ||
| Share capital (Note 5) | 13,858,032 | 13,777,698 |
| Contributed surplus (Note 5) | 2,689,586 | 2,676,586 |
| Deficit | (16,863,463) | (17,139,046) |
| (315,845) | (684,762) | |
| Total liabilities and shareholders' equity | $ 419,777 | $ 762,478 |
Description of business and going concern (Note 1)
Event after the reporting period (Note 11)
Approved and authorized on behalf of the Board of Directors on December 17, 2025:
"Sylvain Laberge"
"Andrew Davidson"
The accompanying notes are an integral part of these financial statements
1844 Resources Inc.
Interim Statements of Loss and Comprehensive Loss
(Unaudited – Expressed in Canadian dollars)
| For the three months ended October 31 | For the six months ended October 31 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating Expenses | ||||
| General and administration | $ 60,719 | $ 26,342 | $ 89,758 | $ 56,324 |
| Management fees (Note 6) | 37,500 | 37,500 | 75,000 | 75,000 |
| Professional fees | 56,538 | 56,964 | 84,604 | 88,808 |
| Property investigation costs | - | - | - | - |
| Share-based compensation (Note 4) | 13,000 | - | 13,000 | - |
| Transfer agent and filing fees | 8,592 | 902 | 9,854 | 3,169 |
| 176,349 | 121,708 | 272,216 | 223,301 | |
| Loss from operating expenses | (176,349) | (121,708) | (272,216) | (223,301) |
| Unrealized gain (loss) on common shares | (2,950) | - | 32,500 | - |
| Realized gain (loss) on common shares | (9,469) | - | (12,989) | - |
| Gain on shares for debt settlement | 528,288 | - | 528,288 | - |
| Net income (loss) and comprehensive income (loss) | $ 339,520 | $ (121,708) | $ 275,583 | $ (223,301) |
| Basic and diluted income (loss) per common share | $ 0.00 | $ (0.00) | $ 0.00 | $ (0.00) |
| Weighted average number of common shares outstanding | 111,158,852 | 97,388,258 | 111,158,852 | 97,388,258 |
The accompanying notes are an integral part of these financial statements
1844 Resources Inc.
Interim Statements of Changes in Shareholders' Equity (Deficiency)
(Unaudited – Expressed in Canadian dollars)
| Number of Common Shares | Share Capital | Contributed Surplus | Deficit | Shareholders’ Equity (Deficiency) | |
|---|---|---|---|---|---|
| Balance, May 1, 2024 | 97,388,258 | $ 13,569,499 | $ 2,596,582 | $ (15,692,431) | $ 473,650 |
| Net loss | - | - | - | (223,301) | (223,301) |
| Balance, October 31, 2024 | 97,388,258 | $ 13,569,499 | $ 2,596,582 | $ (15,915,732) | $ 250,349 |
| Number of Common Shares | Share Capital | Contributed Surplus | Deficit | Shareholders’ Equity (Deficiency) | |
| Balance, May 1, 2025 | 110,431,186 | $ 13,777,698 | $ 2,676,586 | $ (17,139,046) | $ (684,762) |
| Shares for debt settlement | 5,355,623 | 80,334 | - | - | 80,334 |
| Share-based compensation | - | - | 13,000 | - | 13,000 |
| Net income | - | - | - | 275,583 | 275,583 |
| Balance, October 31, 2025 | 115,786,809 | $ 13,858,032 | $ 2,689,586 | $ (16,863,463) | $ (315,845) |
The accompanying notes are an integral part of these financial statements
1844 Resources Inc.
Statements of Cash Flows
(Unaudited – Expressed in Canadian dollars)
| For the six months ended October 31, | 2025 | 2024 |
|---|---|---|
| Cash flows used in Operating Activities | ||
| Net income (loss) for the period | $ 275,583 | $ (223,301) |
| Items not affecting cash: | ||
| Other income on settlement of flow-through premium liability | - | - |
| Other income on shares for debt settlement | (528,288) | - |
| Share-based compensation | 13,000 | - |
| Unrealized gain on common shares | (32,500) | - |
| Realized loss on sale of common shares | 12,989 | - |
| Net changes in non-cash working capital items: | ||
| Increase in accounts payable and accrued liabilities | (96,375) | 51,835 |
| Decrease in other receivables and prepaid expenses | 4,646 | 4,379 |
| Cash flows used in Operating Activities | (350,945) | (167,087) |
| Cash flows used in Investing Activities | ||
| Proceeds on sale of common shares | 162,011 | - |
| Exploration and evaluation assets | (16,627) | (4,000) |
| Cash flows used in Investing Activities | 145,384 | (4,000) |
| Net change in cash during the period | (205,561) | (171,087) |
| Cash, beginning of period | 335,200 | 189,192 |
| Cash, end of period | $ 129,639 | $ 18,105 |
| Non-cash transactions | ||
| Accounts payable related to exploration and evaluation assets | $ 280 | $ 45,297 |
| Shares issued to settle debt | $ 80,334 | $ - |
The accompanying notes are an integral part of these financial statements
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
- Description of business and going concern
1844 Resources Inc. (the “Corporation”) was incorporated under the laws of British Columbia, Canada on May 31, 2006 and is listed on the TSX Venture Exchange (“TSX-V”). The principal business of the Corporation is the identification and exploration of mineral properties.
The address of the Corporation’s corporate office and principal place of business is Suite 602 – 224 4th Avenue South, Saskatoon, Saskatchewan S7K 5M5. These financial statements were approved by the Corporation’s board of directors on December 17, 2025.
Going concern
These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Corporation will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operation. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.
To date, the Corporation has not earned significant revenue and is considered to be in the exploration and evaluation stage.
The investment in, and expenditures on, exploration and evaluation assets comprise a significant portion of the Corporation’s assets. Mineral exploration and development is highly speculative and involves inherent risks. Realization of the Corporation’s investment in these assets is dependent upon the renewed legal ownership of the claims and whether an economically viable operation can be established.
In addition, it has not yet been determined whether the Corporation’s properties contain ore reserves that are economically recoverable. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines.
As at October 31, 2025, the Corporation’s current cash resources are insufficient to cover the expected expenditures in fiscal 2026. The Corporation’s ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. There can be no assurances that management will be successful in securing adequate financing.
The Corporation reported net income in the six months ended October 31, 2025 and net loss in fiscal 2025 of $275,583 and $1,446,615 respectively, has an accumulated deficit of $16,863,463 (2025 - $17,139,046) and has working capital deficiency of $591,957 (2025 – working capital deficiency of $1,093,369). These circumstances and the need for continued financing to further successful exploration may cast significant doubt as to the Corporation’s ability to continue as a going concern.
These financial statements do not include any adjustments to the carrying values of assets and liabilities that might be necessary, if the Corporation is unable to continue as a going concern. Such adjustments could be material.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
2. Material accounting policy information
The material accounting policy information used in the preparation of these annual financial statements are set out below. These policies have been consistently applied to all the periods presented.
Statement of compliance
These condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain information and disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the IASB, has been omitted or condensed.
The same accounting policies and methods of computation were followed in the preparation of these condensed interim financial statements as were followed in the preparation and described in Note 2 of the annual audited financial statements as at and for the year ended April 30, 2025. Accordingly, these condensed interim financial statements for the three and six month periods ended October 31, 2025 and 2024 should be read together with the annual financial statements as at and for the year ended April 30, 2025.
Basis of preparation
These financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value and are prepared and presented in Canadian dollars, which is the Corporation’s functional currency. In addition, these financial statements are based on the accrual method of accounting, with the exception of cash flow information.
New and amended IFRS pronouncements
IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date.
The Company is currently assessing the impact of the new standard on the Company’s annual financial statements.
3. Investment in common shares
| October 31, 2025 | April 30, 2025 | |||
|---|---|---|---|---|
| Fair Value | Cost | Fair Value | Cost | |
| Current: | ||||
| Common shares in public company | $ 227,500 | $ 325,000 | $ 370,000 | $ 500,000 |
On December 6, 2022, the Corporation sold the Lac Arsenault gold project to Canadian Gold Resources Ltd. (“CGR”) and received 2,000,000 common shares valued at $500,000. On December 12, 2024, CGR completed a reverse take over transaction to become a publicly listed company.
As at October 31, 2025, the investment in the 1,300,000 (2025 – 2,000,000) CGR common shares was valued using the quoted market price of $0.175 (2025 - $0.185) per share, which resulted in recognition of an unrealized gain of $32,500 (2025 - unrealized loss of $130,000).
In the period the Corporation sold 700,000 shares for net proceeds of $159,610 (2025 – $nil) and recognized a realized loss of $12,989 (2025 – $nil).
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
- Exploration and evaluation assets
Exploration and evaluation asset expenditures by nature are detailed as follows:
| Period ended October 31, | 2025 | 2024 |
|---|---|---|
| Miscellaneous expenses | $ 4,000 | $ - |
| Property acquisition and rent | 6,005 | - |
| $ 10,005 | $ - |
Exploration and evaluation assets by properties are detailed as follows:
| Balance as at May 1, 2024 | Additions | Impairment/ Disposals | Balance as at April 30, 2025 | ||
|---|---|---|---|---|---|
| Vortex | $ | - | $ 28,214 | $ - | $ 28,214 |
| Native Copper | 640,226 | 21,616 | (661,842) | - | |
| $ | 640,226 | $ 49,830 | $ (661,842) | $ 28,214 | |
| Balance as at May 1, 2025 | Additions | Impairment/ Disposals | Balance as at October 31, 2025 | ||
| Vortex | $ | 28,214 | $ 10,005 | $ - | $ 38,219 |
| Native Copper | - | - | - | - | |
| $ | 28,214 | $ 10,005 | $ - | $ 38,219 |
Vortex
The Vortex project is a copper molybdenum exploration opportunity in the Gaspe region of Quebec and is the site of the former Gaspe Copper mine and smelter. The project is comprised of three main claim groups:
a) The Sullipek deposit, situated on the western edge of the project area;
b) The Sullipek East property, a skarn/porphyry copper opportunity; and
c) The Madeleine des Vercheres claim group.
As part of the acquisition of the Vortex claims, the Corporation entered into an agreement with 49 North Resources Inc. to grant a 2% net smelter return "NSR" royalty from the sale of all copper-molybdenum lands portion of the property. The Corporation may, at any time reduce the NSR from 2% to 0.5%, by making a cash payment of $1,000,000 to 49 North Resources Inc. During the year ended April 30, 2025, the Corporation has determined that it will continue with the project and will renew any claims as they come due.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
4. Exploration and evaluation assets (continued)
Hawkridge
On December 11, 2024, the Corporation signed an option agreement to acquire up to 100% of the Hawk Ridge project from Nickel North Exploration Corp. (“NNX”) As consideration the Corporation will issue cash payments, share issuances and financings in phases, as follows:
At signing –$12,000 (paid);
At approval – paying $200,000 and issuing 5,000,000 common shares to earn a 10% undivided interest (not paid and not issued – see Note 12);
1st anniversary – paying $250,000 and issuing 3,000,000 common shares and incurring $500,000 of exploration expenditures before the first anniversary date to earn an additional 10% undivided interest;
2nd anniversary – paying $250,000 and issuing 3,000,000 common shares and incurring $1,000,000 of exploration expenditures before the second anniversary date to earn an additional 10% undivided interest;
3rd anniversary – paying $250,000 and issuing 3,000,000 common shares and incurring $1,500,000 of exploration expenditures before the third anniversary date to earn an additional 10% undivided interest;
4th anniversary – paying $250,000 and issuing 3,000,000 common shares and incurring $1,500,000 of exploration expenditures before the fourth anniversary date to earn an additional 20% undivided interest;
5th anniversary – paying $300,000 and issuing 4,000,000 common shares and incurring $1,500,000 of and exploration expenditures before the fifth anniversary date to earn an additional 20% undivided interest.
The remaining 20% interest can be acquired by the Corporation for a one time payment of $2,000,000. If the remaining 20% interest is acquired by the Corporation a 2% NSR will be granted to NNX, which can be reduced by to 1% by issuing a one time payment of $1,000,000. On September 4, 2025, the option agreement was cancelled.
Native Copper
The Native Copper Project is situated west of the Municipality of Chandler, Quebec.
On October 4, 2021, the Corporation acquired additional claims through the issuance of 400,000 common shares at a fair value of $32,000, and granted a 2% NSR, which 1% can be purchased for $500,000.
On February 17, 2022, the Corporation acquired additional claims through the issuance of 400,000 common shares at a fair value of $36,000, and granted a 2% NSR, which 1% can be purchased for $500,000.
On May 24, 2022, the Corporation entered into an agreement to acquire additional claims to the Native Copper project. As consideration the Corporation must pay $5,000 cash (not paid), issue 500,000 common shares (issued) and grant a 2% NSR, which 1% can be purchased for $750,000.
On June 20, 2022, the Corporation entered into an agreement to acquire additional claims to the Native Copper project. As consideration the Corporation must pay $5,000 cash (not paid), issue 500,000 common shares (issued) and grant a 2% NSR, which 1% can be purchased for $750,000.
During the year end April 30, 2025, the Corporation determined that it will allow the claims to lapse as they come due and has written down the property to $nil.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
4. Exploration and evaluation assets (continued)
Other income on derecognition of account payable
During the period ended October 31, 2025, the Corporation derecognized an account payable related to a property option agreement that was cancelled and recognized the $nil as other income (2025 - $10,000).
5. Common shares and contributed surplus
The Corporation is authorized to issue an unlimited number of common shares without par value.
Common shares issued
On December 29, 2023 the Corporation issued 3,587,500 flow-through common share units at a price of $0.03 per unit for total proceeds of $107,625. Each unit consists of one flow-through common share and one half of a common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 36 months. The Corporation paid cash commissions totaling $4,860, other share issue costs totaling $22,983, and issued 162,000 broker compensation warrants with a value of $1,620.
On March 27, 2024 the Corporation issued 14,117,500 non-flow-through common share units at a price of $0.02 per unit for total proceeds of $282,350. Each unit consists of one non-flow-through common share and one half of a common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 36 months. Share issue costs totaled $24,840.
On December 30, 2024 the Corporation issued 13,042,928 flow-through common share units at a price of $0.035 per unit for total proceeds of $456,500. Each unit consists of one flow-through common share and one half of a common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 24 months. The Corporation paid cash commissions totaling $15,040, other share issue costs totaling $22,831, and issued 429,720 broker compensation warrants with a value of $6,446.
On October 6, 2025, the Corporation issued 5,355,623 common shares pursuant to shares for debt settlements. The shares were issued at a value of $80,334, resulting in a gain on shares for debt settlement of $528,288.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
- Common shares and contributed surplus (continued)
Stock option plan
The directors of the Corporation have adopted, and the shareholders have approved an Omnibus equity incentive compensation plan (the "2022 Option Plan"), pursuant to which the directors may from time to time grant options, performance share units, restricted share units and for up to 10% of its issued and outstanding shares. The purpose of the Option Plan is to attract, retain and motivate directors, employees and consultants of the Corporation and to advance the interests of the Corporation by providing such persons with the opportunity, through stock options, to acquire an equity interest in the Corporation. All stock options granted to officers and directors vest immediately upon issuance; whereas stock options granted to consultants have vesting terms defined at the discretion of the Corporation's board of directors.
A summary of the outstanding and exercisable stock options is as follows:
| October 31, 2025 | April 30, 2025 | |||
|---|---|---|---|---|
| Options | Price | Options | Price | |
| Outstanding and exercisable, beginning of period | 5,400,000 | $ 0.09 | 5,400,000 | $ 0.09 |
| Options issued | 1,000,000 | $ 0.05 | - | $ - |
| Options expired | (2,000,000) | 0.08 | - | - |
| Outstanding and exercisable, end of period | 4,400,000 | $ 0.08 | 5,400,000 | $ 0.09 |
At October 31, 2025, the weighted-average remaining contractual life of stock option was 1.84 years (2025 – 1.01 years).
On September 4, 2025, the Board of Directors of the Corporation approved the grant of 1,000,000 stock options pursuant to the Corporation's 2022 Option Plan. 1,000,000 of the options were granted to directors' of the Corporation.
The options are exercisable at $0.05 per share, vest immediately and, if not exercised, expire September 4, 2030, subject to earlier expiration in accordance with the 2022 Option Plan and applicable policies of the TSX-V.
Using the Black-Scholes option pricing model, the value of the stock options was estimated to be $13,000, which was recorded as share-based compensation expense with a corresponding increase in contributed surplus. Assumptions used in the pricing model for the year are as follows: risk-free interest rate of 3.14%, expected life of options 5 years, annualized volatility 146.46% and dividend rate of nil.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
5. Common shares and contributed surplus (continued)
Warrants
A summary of the outstanding warrants is as follows:
| October 31, 2025 | April 30, 2025 | |||
|---|---|---|---|---|
| Warrants | Weighted Average Exercise Price | Warrants | Weighted Average Exercise Price | |
| Outstanding, beginning of period | 15,373,964 | $ 0.05 | 8,852,500 | $ 0.05 |
| Issued | - | - | 6,521,464 | 0.05 |
| Outstanding, end of period | 15,373,964 | $ 0.05 | 15,373,964 | $ 0.05 |
At October 31, 2025, the weighted-average remaining contractual life of warrants was 1.27 years (2025 – 1.78 years).
On December 29, 2023, the Corporation issued 1,793,750 warrants as part of a financing completed. Each warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 36 months. The fair value of these warrants was estimated at $24,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, expected volatility of 141.99%, and a risk free interest rate of 3.71%. These warrants expire on December 28, 2026.
On March 27, 2024, the Corporation issued 7,058,750 warrants as part of a financing completed. Each warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 36 months. The fair value of these warrants was estimated at $69,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, expected volatility of 135.73%, and a risk free interest rate of 3.87%. These warrants expire on March 27, 2027.
On December 30, 2024, the Corporation issued 6,521,464 warrants as part of a financing completed. Each warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 24 months. The fair value of these warrants was estimated at $73,558 using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, expected volatility of 147.32%, and a risk free interest rate of 2.94%. These warrants expire on December 30, 2026.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
5. Common shares and contributed surplus (continued)
Broker warrants
A summary of the outstanding broker warrants is as follows:
| October 31, 2025 | April 30, 2025 | |||
|---|---|---|---|---|
| Warrants | Price | Warrants | Price | |
| Outstanding, beginning of period | 1,404,840 | $ 0.05 | 1,215,120 | $ 0.06 |
| Broker warrants issued | - | - | 429,720 | 0.05 |
| Broker warrants expired | - | - | (240,000) | 0.08 |
| Outstanding, end of period | 1,404,840 | $ 0.05 | 1,404,840 | $ 0.05 |
At October 31, 2025, the weighted-average remaining contractual life of broker warrants was 0.53 years (2025 – 0.94 years).
On November 23, 2023, the Corporation issued 162,000 broker warrants as part of a financing completed. Each broker warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 36 months and vest immediately. The fair value of these warrants was estimated at $1,620 using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, expected volatility of 161.42%, and a risk free interest rate of 3.89%. These warrants expire on November 23, 2026.
On December 30, 2024, the Corporation issued 429,720 broker warrants as part of a financing completed. Each broker warrant entitles the holder to purchase one common share of the Corporation at a price of $0.05 for a period of 24 months and vest immediately. The fair value of these warrants was estimated at $6,446 using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, expected volatility of 147.32%, and a risk free interest rate of 2.94%. These warrants expire on December 30, 2026.
Contributed surplus
The fair values of broker warrants have been valued using the Black-Scholes option pricing model. The fair value on the grant of these securities is added to contributed surplus. Upon exercise, the corresponding amount of contributed surplus related to the security is removed from contributed surplus and added to share capital.
A summary of the contributed surplus activity is as follows:
| October 31, 2025 | April 30, 2025 | |
|---|---|---|
| Balance, beginning of period | $ 2,676,586 | $ 2,596,582 |
| Private placements - warrants | - | 73,558 |
| Private placements - broker warrants | - | 6,446 |
| Share-based compensation | 13,000 | - |
| Balance, end of period | $ 2,689,586 | $ 2,676,586 |
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
- Common shares and contributed surplus (continued)
Other income on settlement of flow-through premium liability
During the year ended April 30, 2025, the Corporation closed a flow-through financing and recorded a premium received on flow-through shares in the amount of $130,426. The Corporation is required to incur $443,100 in eligible flow-through expenditures by December 31, 2025.
- General and administrative
| three months ended October 31, | six months ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Investor relations | $ 44,749 | $ 15,830 | $ 64,034 | $ 34,520 |
| Insurance | 3,842 | 3,750 | 7,631 | 7,359 |
| Office and other expenses | 12,128 | 6,762 | 18,093 | 14,445 |
| $ 60,719 | $ 26,342 | $ 89,758 | $ 56,324 |
- Related party transactions
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Corporation as a whole. The Corporation has determined that key management personnel consist of executive and non-executive members of the Corporation's Board of Directors and corporate officers and companies controlled by them. The compensation that was paid or accrued to the directors and other members of key management personnel during the periods ended October 31, 2025 and 2024 was as follows:
Compensation of key executive personnel
| For the six months ended October 31, | 2025 | 2024 |
|---|---|---|
| Consulting fees to officers | $ 75,000 | $ 75,000 |
| Share-based compensation for directors | 13,000 | - |
| $ 88,000 | $ 75,000 |
Consulting fees paid or accrued to directors and officers or companies controlled by directors and officers are recorded as management fees.
During the period ended October 31, 2025, the corporation received $nil (2025 - $40,000) from 49 North Resources Inc ("49 North"), a related party with common executives and directors. At October 31, 2025, $40,000 (2025 - $40,000) is included in accounts payable to 49 North.
During the period ended October 31, 2025, $75,000 (2025 - $75,000) was recorded for consulting services provided by companies controlled by directors and officers of the Corporation. As at October 31, 2025, the Corporation owed $33,520 (April 30, 2025 - $406,613) related to such services, which is included in accounts payable and accrued liabilities.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
8. Capital management
The Corporation’s objectives when managing capital are:
(a) to allow the Corporation to respond to changes in economic and/or market place conditions by maintaining the Corporation’s ability to continue its exploration programs;
(b) to provide sustained growth and value by increasing equity; and
(c) to maintain a flexible capital structure which optimizes the cost of capital at acceptable levels of risk.
The Corporation considers its capital structure to consist of shareholders’ equity (deficiency).
The Corporation manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of its underlying assets. The Corporation maintains or adjusts its capital level to enable it to meet its objectives by:
(a) raising capital through equity financings; and
(b) borrowing funds in the form of advances from related parties.
The Corporation is not subject to any capital requirements imposed by a regulator. The Corporation’s management is responsible for the management of capital and monitors the Corporation’s use of various forms of leverage on a daily basis. There have been no changes in the approach to managing capital during the period ended October 31, 2025.
9. Financial instruments
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The fair value of the Corporation’s cash, other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. Investment in common shares is measured using level 1 inputs.
The Corporation’s risk exposures and the impact on the Corporation’s financial instruments are summarized below:
Credit Risk
The Corporation’s credit risk is primarily attributable to cash. The Corporation has no significant concentration of credit risk arising from operations. Cash is held with reputable financial institutions, from which management believes the risk of loss to be remote.
1844 Resources Inc.
Notes to the Condensed Interim Financial Statements
As at October 31, 2025 and for the three and six months ended October 31, 2025 and 2024
(Unaudited – Expressed in Canadian dollars)
- Financial instruments (continued)
Liquidity Risk
The Corporation’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at October 31, 2025, the Corporation had a cash balance of $129,639 to settle accounts payable and accrued liabilities of $735,622.
The Corporation has historically relied on equity financings to satisfy its capital requirements and will continue to depend heavily upon equity capital and debt to finance its activities. There can be no assurance the Corporation will be able to obtain the required financing in the future on acceptable terms.
Interest rate risk
The Corporation is not exposed to risk in the event of interest rate fluctuations. The Corporation has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations.
Price risk
The Corporation’s investments are susceptible to market price risk arising from uncertainties about future values of the investment securities. At October 31, 2025, the exposure to investments at fair value was $227,500.
- Segmented disclosure
The Corporation operates in one operating segment, mineral exploration. All of the Corporation’s assets are located in Canada.