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Aftermath Silver Ltd. — Audit Report / Information 2025
Sep 16, 2025
46851_rns_2025-09-16_20be90e5-8e96-4088-b945-7c4a750dc2b3.pdf
Audit Report / Information
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Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD. (An Exploration Stage Company)
Year ended May 31, 2025 and 2024
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INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Aftermath Silver Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Aftermath Silver Ltd. (the “Company”), which comprise the consolidated statements of financial position as at May 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company has no operating revenue, has a history of losses and that if the Company is unable to obtain adequate additional financing, the Company will be required to curtail operations and there would be significant uncertainty whether the Company would continue as a going concern and realize its assets and settle its liabilities and commitments in the normal course of business. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor’s report.
Assessment of Impairment Indicators of Mineral Properties and Deferred Acquisition Costs
As described in Notes 6 and 7 to the consolidated financial statements, the carrying amount of the Company’s Mineral Properties and Deferred Acquisition Costs was $10,306,089 and $17,262,917, respectively, as of May 31, 2025. As more fully described in Note 2 to the consolidated financial statements, management assesses long-lived assets for indicators of impairment at each reporting period.
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The principal considerations for our determination that the assessment of impairment indicators of the Mineral Properties, including mineral concessions related to Deferred Acquisition Costs, is a key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the Mineral Properties, specifically relating to the assets’ carrying amount which is impacted by the Company’s intent and ability to continue to acquire, explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the Mineral Properties.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:
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evaluating management’s assessment of impairment indicators.
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evaluating the intent for the Mineral Properties and Deferred Acquisition Costs through discussion and communication with management.
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reviewing the Company’s recent expenditure activity.
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assessing compliance with agreements
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evaluating title to ensure mineral concessions underlying the Mineral Properties and Deferred Acquisition Costs are in good standing.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Michael MacLaren.
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Vancouver, Canada September 16, 2025
Chartered Professional Accountants
AFTERMATH SILVER LTD.
Consolidated Statements of Financial Position (Expressed in Canadian dollars)
| May 31, | May 31, | |||
|---|---|---|---|---|
| As at | 2025 | 2024 | ||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 8,618,745 | $ | 4,331,365 |
| Receivables | 27,683 | 18,034 | ||
| Investments (note 11(a)) | 5,086,671 | - | ||
| Prepaid expenses and advances (note 10) | 195,380 | 152,350 | ||
| 13,928,479 | 4,501,749 | |||
| Restricted cash (note 6) | 11,925 | 12,196 | ||
| Mineral properties (notes 5 and 6) | 10,306,089 | 10,306,089 | ||
| Deferred acquisition costs (note 7) | 17,262,917 | 17,262,917 | ||
| Equipment (note 8) | 51,872 | 50,873 | ||
| $ | 41,561,282 | $ | 32,133,824 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable and accrued liabilities | $ | 1,191,388 | $ | 771,781 |
| Due to related parties (note 10) | 42,752 | 83,923 | ||
| Current portion of acquisition costs payable (note 7) | - | 3,854,507 | ||
| 1,234,140 | 4,710,211 | |||
| Acquisition costs payable (note 7) | 3,960,349 | 3,504,928 | ||
| 5,194,489 | 8,215,139 | |||
| Shareholders’ equity: | ||||
| Share capital (note 9) | 85,603,206 | 59,351,182 | ||
| Subscriptions received in advance (note 9) | - | 14,000 | ||
| Reserves | 7,084,295 | 6,711,620 | ||
| Deficit | (56,320,708) | (42,158,117) | ||
| 36,366,793 | 23,918,685 | |||
| $ | 41,561,282 | $ | 32,133,824 |
Nature of operations and going concern (note 1) Subsequent events (note 14)
Approved on behalf of the Board:
“David Terry” Director “Michael J. Williams Director
See accompanying notes to the Consolidated Financial Statements.
4
AFTERMATH SILVER LTD.
Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)
| May 31, | May 30, | |||
|---|---|---|---|---|
| For the year ended | 2025 | 2024 | ||
| Expenses: | ||||
| Accounting and legal (note 10) | $ | 197,877 |
$ | 212,718 |
| Accretion expense (note 7) | 700,355 | 792,863 | ||
| Conference and exhibition | 295,504 | 106,786 | ||
| Consulting fees (note 10) | 635,871 | 205,344 | ||
| Corporate secretarial (note 10) | 37,000 | 33,000 | ||
| Depreciation (note 8) | 14,684 | 12,889 | ||
| Directors’ fees (note 10) | 100,000 | 90,000 | ||
| Foreign exchange loss | 400,748 | 31,867 | ||
| Geological exploration (note 6) | 838,655 | 758,876 | ||
| Insurance | 19,386 | 16,975 | ||
| Investor relations | 467,783 | 844,248 | ||
| Listing and filing fees | 63,987 | 71,913 | ||
| Office and sundry (note 10) | 141,769 | 134,937 | ||
| Pre-acquisition exploration (notes 7 and 10) | 8,186,280 | 2,936,359 | ||
| Share-based payments (notes 9 and 10) | 1,624,031 | 193,647 | ||
| Travel and meals | 349,982 | 320,143 | ||
| Wages and salaries (note 10) | 351,879 | 248,376 | ||
| (14,425,791) | (7,010,941) | |||
| Impairment to assets held for sale (note 5) | - | (189,031) | ||
| Loss on modification of acquisition costs payable | (32,997) | - | ||
| Interest income | 296,197 | 78,104 | ||
| Loss and Comprehensive loss for the year | $ | (14,162,591) | $ | (7,121,868) |
| Loss per share – basic and diluted | $ | (0.05) |
$ | (0.03) |
| Weighted average number of shares outstanding - | ||||
| basic and diluted | 268,032,433 | 210,176,094 |
See accompanying notes to the Consolidated Financial Statements.
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AFTERMATH SILVER LTD.
Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian dollars)
| Share Capital Shares Amount Reserves Subscriptions received in advance Deficit Total |
|
|---|---|
| May 31, 2023 Private placements Warrants exercised Options exercised Share issuance costs – cash Share issuance costs – finders’ warrants Subscriptions received in advance Share-based payments Loss for the year |
207,283,011 $ 53,589,975 $ 6,510,352 $ - $ (35,036,249) $ 25,064,078 17,500,000 3,850,000 - - - 3,850,000 8,308,398 2,095,820 - - - 2,095,820 169,500 102,359 (45,576) - - 56,783 - (233,775) - - - (233,775) - (53,197) 53,197 - - - - - - 14,000 - 14,000 - - 193,647 - - 193,647 - - - - (7,121,868) (7,121,868) |
| May 31, 2024 Private placements Return to treasury Warrants exercised Options exercised Share issuance costs Share-based payments Loss for the year |
233,260,909 59,351,182 6,711,620 14,000 (42,158,117) 23,918,685 36,507,936 15,000,000 - - - 15,000,000 (19) - - - - - 28,449,685 9,015,822 (27,313) (14,000) - 8,974,509 4,680,500 2,798,761 (1,224,043) - - 1,574,718 - (562,559) - - - (562,559) - - 1,624,031 - - 1,624,031 - - - - (14,162,591) (14,162,591) |
| May 31, 2025 | 302,899,011 $ 85,603,206 $ 7,084,295 $ - $ (56,320,708) $ 36,366,793 |
See accompanying notes to the Consolidated Financial Statements.
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AFTERMATH SILVER LTD.
Consolidated Statements of Cash Flows (Expressed in Canadian dollars)
| May 31, | May 31, | |||
|---|---|---|---|---|
| For the year ended | 2025 | 2024 | ||
| Cash flows from operating activities: | ||||
| Loss for the year | $ | (14,162,591) | $ | (7,121,868) |
| Items not affected by cash: | ||||
| Share-based payments | 1,624,031 | 193,647 | ||
| Accretion expense | 700,355 | 792,863 | ||
| Depreciation | 14,684 | 12,889 | ||
| Impairment to assets held for sale | - | 189,031 | ||
| Loss on modification of acquisition costs payable | 32,997 | - | ||
| Interest accrued on investments | (86,671) | - | ||
| Unrealized foreign exchange | 252,213 | 27,958 | ||
| Changes in non-cash working capital items: | ||||
| Receivables | (9,649) | 10,715 | ||
| Prepaid expenses and advances | (43,030) | 122,769 | ||
| Accounts payable and accrued liabilities | 413,462 | 317,852 | ||
| Due to related parties | (41,171) | 48,075 | ||
| Cash used in operating activities | (11,305,370) | (5,406,069) | ||
| Cash flows from investing activities: | ||||
| Purchase of equipment | (15,683) | (13,140) | ||
| Purchase of investments | (5,000,000) | - | ||
| Change in restricted cash | - | 47,864 | ||
| Payments made towards acquisition costs payable | (4,384,380) | (169,950) | ||
| Cash used in investing activities | (9,400,063) | (135,226) | ||
| Cash flows from financing activities: | ||||
| Proceeds from private placements | 15,000,000 | 3,850,000 | ||
| Proceeds from warrant exercises | 8,974,509 | 2,095,820 | ||
| Proceeds from option exercises | 1,574,718 | 56,783 | ||
| Subscriptions received in advance | - | 14,000 | ||
| Short-term loan received | - | 225,000 | ||
| Repayment of short-term loan | - | (225,000) | ||
| Share issuance costs | (556,414) | (233,775) | ||
| Cash provided by financing activities | $ | 24,992,813 | $ | 5,782,828 |
| Change in cash | 4,287,380 | 241,533 | ||
| Cash, beginning of the year | 4,331,365 | 4,089,832 | ||
| **Cash, end of the year ** | $ | 8,618,745 | $ | 4,331,365 |
| Supplemental schedule of non-cash activities | ||||
| Fair value of finders’ warrants issued | $ | - | $ | 53,197 |
| Fair value of options exercised | $ | - | $ | 45,576 |
| Share issuance costs included in accounts payable | $ | 6,145 | $ | - |
| Reclassification to share capital from reserves on warrant exercises | $ | 27,313 | $ | - |
| Reclassification to share capital from reserves on option exercises | $ | 1,224,043 | $ | - |
| Reclassification of assets held for sale to mineral properties | $ | - | $ | 1,852,853 |
See accompanying notes to the Consolidated Financial Statements.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
1. Nature of operations and going concern:
Aftermath Silver Ltd. (“the Company” or “Aftermath”) was incorporated under the laws of British Columbia on January 27, 2011. Its principal business activity is the acquisition, exploration and development of mineral properties. The Company’s shares are currently traded on the TSX Venture Exchange (“TSX-V”) under the symbol AAG and on the OTCQB under the symbol AAGFF. The Company’s registered and records address is Suite 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.
The Company is in the exploration stage and engages principally in the acquisition and exploration of mineral properties. The recoverability of the amounts shown for mineral properties is ultimately dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the mineral properties, obtaining necessary financing to explore and develop the mineral properties, entering into agreements with others to explore and develop the mineral properties, and upon future profitable production or proceeds from disposition of the mineral properties.
These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business. The Company has no operating revenue and has a history of losses. As at May 31, 2025, the Company has a working capital of $12,694,339. The ability of the Company to carry out its planned business objectives is dependent on its ability to raise adequate financing from lenders, shareholders and other investors and/or generate operating profitability and positive cash flow. There can be no assurances that the Company will continue to obtain additional financial resources necessary and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to curtail operations and there would be significant uncertainty whether the Company would continue as a going concern and realize its assets and settle its liabilities and commitments in the normal course of business. The Company is currently evaluating various opportunities and seeking sources of financing. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern.
2. Material accounting policies:
- (a) Basis of presentation:
These financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Unless otherwise stated, amounts are expressed in Canadian dollars.
These consolidated financial statements were authorized for issue by the Board of Directors on September 16, 2025.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
2. Material accounting policies (continued):
- (b) Basis of consolidation:
These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries Minera Cachinal S.A. (“Minera Cachinal), Aftermath Silver Peru S.A., Minera Aftermath Challacollo Limitada (“MMC”), and Minera ISP S. R.L. de C.V. Intercompany balances and transactions, including any unrealized income and expenses arising from intercompany transactions, are eliminated on consolidation.
- (c) Cash:
Cash consists of amounts held in bank accounts and highly liquid investments.
- (d) Deferred costs:
Costs incurred in relation to transactions that are pending at the end of the reporting period are recognized as deferred costs until the closing of such transactions, or expensed if such transactions do not complete.
- (e) Equipment:
On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in a manner available for use by the Company. Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses.
Depreciation is recognized in profit or loss using the declining balance method at the following rates over the assets useful life:
| Computer and communications equipment | 30% |
|---|---|
| Field equipment | 20% |
| Office furniture | 20% |
Depreciation methods, useful lives, and residual values are reviewed at each financial year-end and adjusted if appropriate.
- (f) Exploration and evaluation expenditures:
Exploration and evaluation expenditures are recognized in profit or loss. Costs incurred before the Company has obtained legal rights to explore areas of interest are also recognized in profit or loss. Expenditures incurred by the Company in connection with the development of mineral resources after the technical feasibility and commercial viability of extracting a mineral resource are demonstrable are capitalized. Acquisition costs of mineral properties, such as cash and share consideration and option payments, are capitalized on a propertyby-property basis. Amounts received for the sale of mineral properties and for option payments are treated as reductions of the cost of the property, with payments in excess of capitalized costs recognized in income.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
2. Material accounting policies (continued):
- (f) Exploration and evaluation expenditures (continued):
The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. Subsequent recovery of the resulting carrying value depends on successful development or sale of the mineral property. If a mineral property does not prove viable, all unrecoverable costs associated with the project net of any impairment provisions are written off.
From time to time, the Company may acquire or dispose of properties pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as mineral property costs or recoveries when the payments are made or received.
- (g) Financial Instruments:
Financial assets
The Company classifies its financial assets in the following categories: fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss (“FVTPL”) are initially recognized at fair value with changes in fair value recorded in profit or loss. The Company does not have any financial assets designated as FVTPL.
Amortized cost
Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as at fair value through profit and loss: 1) the Company’s objective for these financial assets is to collect their contractual cash flows and 2) the asset’s contractual cash flows represent ‘solely payments of principal and interest’. The Company’s cash, restricted cash, investments, and receivables are recorded at amortized cost as they meet the required criteria.
10
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
2. Material accounting policies (continued):
- (g) Financial Instruments (continued):
Fair value through other comprehensive income ("OCI")
For financial assets that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at fair value through other comprehensive income (”FVOCI"), with all subsequent changes in fair value being recognized in other comprehensive income. This election is available for each separate investment. Under the FVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment the cumulative change in fair value is not recycled to profit or loss, rather transferred to deficit. The Company does not have any financial assets designated as FVOCI.
Financial liabilities
Financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally owed, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.
Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and accrued liabilities, due to related parties, and acquisition costs payable.
Compound financial liabilities are bifurcated into their debt and equity components with the debt component being initially measured at the fair value of the debt determined by discounting the cash flows associated with the compound instrument at a market rate of interest for the instrument exclusive of the associated equity feature. The liability portion of a compound financial instruments are subsequently measured at amortized cost. The equity component is allocated the residual value being the difference between the face value of the compound instrument and the fair value of the debt and is recorded in equity reserve until such time as the convertible debt has been repaid or converted to common shares of the Company at which point it is reclassified from equity reserve to contributed surplus or share capital as applicable. Transaction costs incurred for the issuance of compound financial liabilities are allocated to the debt and equity component, as applicable, based on their initial relative fair values.
Fair value hierarchy
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows.
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on observable market data.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
2. Material accounting policies (continued):
- (g) Financial Instruments (continued):
Impairment
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.
- (h) Impairment of non-financial assets:
At the end of each reporting period the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
(i) Share capital:
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a reduction of equity, net of any tax effects. Share capital issued for non-monetary consideration is recorded at fair value, being the quoted share price at the time of issuance. When determining the fair value of equity units issued in private placements, the fair value of the common shares issued in private placements is determined to be the more easily measurable component and is valued at fair value, as determined by the closing price on the closing date. The balance, if any, is allocated to the attached warrants. Warrants that are issued as payment for an agency fee or other transaction costs are accounted for as sharebased payments.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
2. Material accounting policies (continued):
- (j) Related party transactions:
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
- (k) Disposal groups held for sale and discontinued operations:
Disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from these requirements.
An impairment loss is recognized for any initial or subsequent write-down of the disposal group to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of a disposal group, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the disposal group is recognized at the date of derecognition.
Non-current assets, including those that are part of a disposal group, are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss. The sale of Minera Cachinal (note 5) does not represent a disposal of a line of business or area of operations and therefore not considered discontinued operations.
3. Material accounting estimates and judgments:
The preparation of financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. The Company reviews its estimates and assumptions regularly; however, actual results could differ from those estimates.
13
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
3. Material accounting estimates and judgments (continued):
Significant judgments used are as follows:
Going concern
The assessment of the Company’s ability to continue as a going concern involves judgment based on historical experience. Significant judgments are used in the Company’s assessment of its ability to continue as a going concern, which are described in Note 1.
Functional currency
The functional currency of an entity is assessed on a standalone basis to determine the economic substance of the currency in which each entity performs its operations.
Acquisition of subsidiary entities
Management determines whether assets acquired, and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
Deferred Income tax
The determination of income tax is inherently complex and requires making certain judgments about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes.
Mineral properties
The recognition of mineral properties requires judgments regarding future recoverability and carrying cost. The cost model is utilized and the value of the mineral properties is based on the acquisition expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.
Share-based payments
Share-based payments are subject to estimation of the value of the award at the date of grant using pricing models such as the Black-Scholes option valuation model. The option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options and because the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.
14
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
3. Material accounting estimates and judgments (continued):
Shares issued in non-cash transactions
The valuation of shares issued in non-cash transactions. Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When this cannot be determined, it is based on the fair value of the non-cash consideration. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices.
4. New and revised standards and interpretations:
In the current year, the Company has applied the below amendment to IFRS Standards and Interpretations issued by the IASB that was effective for annual periods that begin on or after January 1, 2024.
Amendments to IAS 1 Presentation of Financial Statements
On October 31, 2022, the IASB issued amendments to IAS 1 Presentation of Financial Statements (“IAS 1”) that apply to annual reporting periods beginning on or after January 1, 2024. The amendments are aimed at improving the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period and to enable users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within 12 months. These amendments to IAS 1 override but incorporate the previous amendments issued in January 2020, which clarified the criteria for classifying a liability as non-current if there is the right to defer settlement of the liability for at least 12 months after the reporting period.
The amendment was applied effective June 1, 2024, and did not have a material impact on the Company's financial statements.
New accounting standards issued but not yet effective:
IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), 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 statements of loss and comprehensive loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company has not yet determined the impact of this amendment on its financial statements.
15
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
5. Assets held for sale:
Minera Cachinal, Chile
During the year ended May 31, 2020, the Company acquired a 100% stake in the Cachinal De La Sierra silvergold project (the “Cachinal property”) located in Chile, through the acquisition of an 80% ownership in Minera Cachinal S.A. (“Minera Cachinal”) from Halo Labs Inc. (“Halo”) and the acquisition of the 20% in ownership from SSR Mining Inc. (“SSR”). The value attributed to the property was $2,493,842.
On February 14, 2023, the Company entered into a definitive agreement with Honey Badger Silver Inc. (“Honey Badger”) to sell its 100% interest in Minera Cachinal for 3,508,771 common shares of Honey Badger and $652,000 cash on the closing of the transaction.
Management determined the assets of Minera Cachinal met the definitions of assets held for sale in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations.” Consequently, the assets of Minera Cachinal were classified as a disposal group.
In accordance with IFRS 5, on the reclassification of disposal groups as assets held for sale and discontinued operations, the Company remeasured the net assets of Minera Cachinal to fair value less costs of disposal estimated based on the expected proceeds of disposition. During the year ended May 31, 2024, an impairment of $189,031 was recognized against mineral properties within assets held for sale, which is included in profit or loss for the year.
During the year ended May 31, 2024, the definitive agreement with Honey Badger was terminated and the Company reclassified $1,852,853 to mineral properties on the derecognition of the assets held for sale (note 6).
6. Mineral Properties:
Challacollo Property Acquisition, Chile
On November 8, 2019, the Company entered into a share purchase agreement with Mandalay Resources Corp. (“Mandalay”), pursuant to which the Company would acquire MMC, which owns the Challacollo silver-gold project in Chile. In consideration for the acquisition of MMC, which closed during the year ended May 31, 2023, the Company paid Mandalay a total of $5,000,000 in cash and issued an aggregate of 8,177,242 common shares with a value of $2,836,035. In addition to the purchase consideration, the Company paid a finder’s fee of $357,500 cash and 306,122 common shares valued at $71,939 and incurred closing costs of $210,877.
The property is subject to net smelter royalty (“NSR”) of 3% capped at $3,000,000.
16
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
6. Mineral Properties (continued):
The Company incurred the following exploration expenditures on the Cachinal and Challacollo Mineral projects during the years ended May 31, 2025 and 2024:
| Year ended May 31, 2025 | Cachinal Project |
Challacollo Project Total |
|---|---|---|
| Field supplies and equipment Field staff and benefits General and administrative Geological consulting Legal fees Permits and licenses Travel and meals Value-added tax |
$ 1,235 - 14,575 91,385 2,588 198,312 1,904 - |
$ 22,838 $ 24,073 24,843 24,843 44,499 59,074 78,731 170,116 45,167 47,755 283,780 482,092 6,492 8,396 22,306 22,306 |
| $ 309,999 | $ 528,656 $ 838,655 |
|
| Year ended May 31, 2024 | Cachinal Project |
Challacollo Project Total |
| Analysis Field supplies and equipment Field staff and benefits General and administrative Geological consulting Legal fees Maps and reports Permits and licenses Travel and meals Value-added tax |
$ - - - 21,536 17,681 30,852 - 47,597 - - |
$ 19,593 $ 19,593 20,151 20,151 26,513 26,513 26,715 48,251 78,082 95,763 58,928 89,780 20,680 20,680 360,511 408,108 10,810 10,810 19,227 19,227 |
| $ 117,666 | $ 641,210 $ 758,876 |
A continuity of mineral properties for the years ended May 31, 2025 and 2024 is as follows:
| Cachinal | Challacollo | |||||
|---|---|---|---|---|---|---|
| Project | Project | Total | ||||
| Balance, May 31, 2023 | $ | - | $ | 8,453,236 |
$ | 8,453,236 |
| Reclassifiedfromassetsheldforsale (note 5) | 1,852,853 | - | 1,852,853 | |||
| Balance, May 31, 2024 and 2025 | $ | 1,852,853 | $ | 8,453,236 |
$ | 10,306,089 |
17
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
7. Deferred acquisition costs, Investigation costs:
Berenguela Property Acquisition, Peru
On July 22, 2020, the Company entered into a binding Letter of Intent (the “LOI”) with SSR to acquire 100% of the Berenguela silver-copper project located in Puno, Peru, through the purchase of 100% of SSR’s shares in its Peruvian holding company, Sociedad Minera Berenguela S.A (“SMB”). On September 30, 2020, the acquisition agreement with SSR was signed.
The Company has agreed to pay US$12,725,000 made in staged cash payments, 4,287,049 Aftermath Silver common shares, and a sliding scale net NSR on production, as follows:
-
i. US$1,000,000 deposit, to be paid withing 48 hours of signing the LOI (paid – CAD $1,341,670) ;
-
ii. US$725,000 cash on the initial closing date ( paid – CAD $953,375 ) and 4,287,049 Aftermath common shares ( issued with value of $4,029,826) ;
-
iii. US$2,250,000 cash to be paid on November 30, 2021 (paid – CAD$2,862,585) ;
-
iv. US$2,500,000 cash to be paid on November 30, 2023 ( paid - CAD$3,403,900 - amended from November 30, 2022, as per discussion below) ;
-
v. US$2,900,000 cash to be paid on December 31, 2024 (paid – CAD$4,175,652 - amended from US$3,000,000 due on May 15, 2025, as per discussion below) ;
-
vi. Completion of a Preliminary Feasibility Study (“PFS”) and filing on SEDAR of a NI 43-101 technical report summarizing the PFS by November 23, 2025 (amended from November 30, 2024, pursuant to an amending agreement with the vendor and further amended subsequent to May 31, 2025 – Note 14) ;
-
vii. US$3,250,000 cash to be paid on November 30, 2026 (subsequently amended – Note 14) ;
-
viii. A sliding scale NSR on all mineral production from the Berenguela Project for the life of mine commencing at the declaration of commercial production, based on the following:
-
a. 1.0% NSR, on all mineral production when the Silver Market Price is up to and including US$25/ounce; and
-
b. 1.25% NSR on all mineral production when the Silver Market Price is over US$25/ounce and when the Copper Market Price is above $2.00/lb.
18
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
7. Deferred acquisition costs, Investigation costs (continued):
During the year ended May 31, 2023, the Company entered into an agreement whereby the payment of US$2,500,000 original due on November 30, 2022, was deferred by one year to November 30, 2023. In consideration for the deferral, the Company paid US$400,000 ($541,884). Upon entering into the amending agreement, the Company recognized an increase in acquisition costs payable of $157,739.
During the year ended May 31, 2024, the Company entered into a further agreement whereby it made the US$2,500,000 payment due on November 30, 2023 early in exchange for deferment of the November 30, 2024 payment of US$3,000,000 to May 15, 2025. The Company recognized an increase in acquisition costs payable of $6,321 during the year ended May 31, 2023. During the year ended May 31, 2025, the Company entered into a further amendment, whereby the US$3,000,000 payment was reduced to US$2,900,000 by making payment by December 31, 2024. Upon entering into the amending agreement, the Company recognized an increase in acquisition costs payable of $32,997.
On the initial closing date, the Company recognized a total of $10,300,701 to deferred acquisition costs related to the present value of future US$11,000,000 in payments plus US$550,000 (amended to US$545,000 payable during the year ended May 31, 2025) in future finders’ fees discounted using a rate of 12%.
A continuity of acquisition costs payable for the years ended May 31, 2025 and 2024, is as follows:
| May 31, | May 31, | |||
|---|---|---|---|---|
| Acquisition costs payable | 2025 | 2024 | ||
| Acquisition costs payable, beginning of the year | $ | 7,359,435 | $ | 6,713,152 |
| Amendment to acquisition costs payable | 32,997 | - | ||
| Payment towards acquisition costs payable | (4,175,652) | - | ||
| Payment of finders’ fees | (208,728) | (169,950) | ||
| Accretion expense | 700,355 | 792,863 | ||
| Foreign exchange recognized | 251,942 | 23,370 | ||
| 3,960,349 | 7,359,435 | |||
| Currentportion of acquisition costspayable | - | (3,854,507) | ||
| Acquisition costspayable,end of theyear | $ | 3,960,349 | $ | 3,504,928 |
The Company has agreed to pay a finders’ fee of US$654,478 (amended from US$659,478 during the year ended May 31, 2025) over the term of the agreement of which US$379,478 ($523,025) has been paid to date, and issue 346,279 common shares (issued during the year ended May 31, 2021, with a value of $415,535).
Ownership in SMB will not transfer until such time the Company has completed its payments. Up until the point ownership transfers, all of the Company’s exploration costs towards the Berenguela project are included in preacquisition exploration costs as they are not required pursuant to the acquisition agreement.
19
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
7. Deferred acquisition costs, Investigation costs (continued):
The Company incurred the following pre-acquisition exploration costs for the years ended May 31, 2025 and 2024:
| Year ended May 31, 2025 | Berenguela Project |
|
|---|---|---|
| Analysis Drilling Field supplies and equipment Field staff and benefits General and administrative Geological consulting Legal fees Maps and reports Metallurgical test work Permits & licenses Travel and meals Value-added tax |
$ 257,856 1,316,105 213,866 1,633,385 163,173 607,880 34,453 20,406 2,633,819 502,727 347,088 455,522 |
|
| $ 8,186,280 | ||
| Year ended May 31, 2024 | Berenguela Project |
|
| Analysis Field supplies and equipment Field staff and benefits General and administrative Geological consulting Legal fees Maps and reports Permits & licenses Travel and meals Value-added tax |
$ 638,894 90,841 1,209,655 147,600 286,795 62,606 24,794 175,741 206,153 93,280 |
|
| $ 2,936,359 |
Deferred acquisition costs incurred as at May 31, 2025, and May 31, 2024 are as follows:
| Berenguela | ||
|---|---|---|
| Project | Total | |
| Balance, May 31, 2023, May 31, 2024, | ||
| and May 31, 2025 | $ 17,262,917 | $ 17,262,917 |
20
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
8. Equipment:
| Computer & | ||||||||
|---|---|---|---|---|---|---|---|---|
| Office | Comms | Field | ||||||
| Furniture | Equipment | Equipment | Total | |||||
| Cost | ||||||||
| Balance, May 31, 2023 | $ | 15,797 | $ | 28,848 |
$ | 29,232 | $ | 73,877 |
| Additions | 4,206 | 1,950 | 6,984 | 13,140 | ||||
| Balance, May 31, 2024 | 20,003 | 30,798 | 36,216 | 87,017 | ||||
| Additions | - | 10,720 | 4,963 | 15,683 | ||||
| Balance,May 31,2025 | $ | 20,003 | $ | 41,518 | $ | 41,179 | $ | 102,700 |
| Accumulated Depreciation | ||||||||
| Balance, May 31, 2023 | $ | 3,006 | $ | 11,670 |
$ | 8,579 | $ | 23,255 |
| Depreciation | 2,973 | 4,660 | 5,256 | 12,889 | ||||
| Balance, May 31, 2024 | 5,979 | 16,330 | 13,835 | 36,144 | ||||
| Depreciation | 3,083 | 5,835 | 5,766 | 14,684 | ||||
| Balance, May 31, 2025 | $ | 9,062 | $ | 22,165 |
$ | 19,601 | $ | 50,828 |
| Net Book Value | ||||||||
| May 31, 2024 | $ | 14,024 | $ | 14,468 |
$ | 22,381 | $ | 50,873 |
| May 31, 2025 | $ | 10,941 | $ | 19,353 |
$ | 21,578 | $ | 51,872 |
9. Share capital:
- (a) Authorized share capital:
Unlimited number of voting common shares without par value.
- (b) Issued share capital:
Share issuances for the year ended May 31, 2025 were as follows:
-
a) The Company closed a non-brokered private placement by issuing 14,285,714 units at a price of $0.35 per unit for gross proceeds of $5,000,000. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.45 for a period of two years. In connection with the offering, the Company paid finders’ fees of $150,000 and incurred additional closing costs of $37,480.
-
b) The Company closed a non-brokered private placement by issuing 22,222,222 units at a price of $0.45 per unit for gross proceeds of $10,000,000. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.70 for a period of three years. In connection with the offering, the Company paid finders’ fees of $300,000 and incurred additional closing costs of $66,897.
21
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
9. Share capital (continued):
Share issuances for the year ended May 31, 2024 were as follows:
-
a) The Company closed two tranches of a non-brokered private placement by issuing 17,500,000 units at a price of $0.22 per unit for gross proceeds of $3,850,000. Each unit consists of one common share and one-half of a common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.32 for a period of two years. The Company paid finders’ fees of $81,774 and issued 540,700 finders’ warrants with the same term as the unit warrants and a fair value of $53,197. The finders’ warrants were valued using the Black-Scholes valuation model with the following weighted average inputs: share price of $0.25, life of two years, volatility of 85.85%, and discount rate of 4.24%. In connection with the private placement, the Company incurred additional closing costs of $152,001.
-
(c) Warrants:
Warrant transactions are summarized as follows:
| Number | Weighted Average | ||
|---|---|---|---|
| of Warrants | Exercise Price | ||
| Balance, May 31, 2023 | 36,807,174 | $ | 0.30 |
| Issued | 9,290,698 | 0.32 | |
| Exercised | (8,308,398) | 0.25 | |
| Balance, May 31, 2024 | 37,789,474 | 0.32 | |
| Issued | 18,253,968 | 0.60 | |
| Expired | (497,601) | 0.35 | |
| Exercised | (28,449,685) | 0.32 | |
| Balance, May 31, 2025 | 27,096,156 | $ | 0.51 |
At May 31, 2025, the Company had the following warrants outstanding:
| Number | Exercise | |
|---|---|---|
| of Warrants | Price | ExpiryDate |
| 6,235,737 | $0.32 | April 2, 20261 |
| 2,606,451 | $0.32 | April 11, 20262 |
| 7,142,857 | $0.45 | September 25, 2026 |
| 11,111,111 | $0.70 | November 28,2027 |
| 27,096,156 |
-
Subsequent to the year ended May 31, 2025, 3,360,183 of these warrants were exercised for proceeds of $1,075,259.
-
Subsequent to the year ended May 31, 2025, 799,740 of these warrants were exercised for proceeds of $255,917.
22
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
9. Share capital (continued):
- (d) Long-term incentive plan:
The Company has a long-term incentive plan, approved by the Company’s shareholders, that allows it grant Stock Options, Restricted Share Units, Performance Share Units, Deferred Share Units, and Stock Appreciation Rights subject to the aggregate number of common shares of the Company issuable under all security incentives of the Company not exceeding 10% of the issued and outstanding common shares of the Company at the time of the grant.
- (e) Stock options:
Stock option grants must be approved by the Board of Directors and options are exercisable over periods of up to ten years to buy shares of the Company at a price not less than the closing market price prevailing on the date the option is granted, less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the TSX-V.
Stock option transactions are as follows:
| Number | Weighted Average | Weighted Average | |
|---|---|---|---|
| of Stock Options | Exercise Price | ||
| Balance, May 31, 2023 | 15,150,000 | $ | 0.52 |
| Expired / Cancelled | (500,000) | 0.34 | |
| Exercised | (169,500) | 0.34 | |
| Balance, May 31, 2024 | 14,480,500 | 0.53 | |
| Granted | 6,375,000 | 0.38 | |
| Exercised | (4,680,500) | 0.34 | |
| Balance, May 31, 2025 | 16,175,000 | $ | 0.52 |
| Exercisable,May 31,2025 | 13,012,500 | $ | 0.56 |
At May 31, 2025, stock options were outstanding, enabling holders to acquire common shares as follows:
| Number of | Exercise | ||
|---|---|---|---|
| StockOptions | Price | ExpiryDate | |
| 5,100,000 | $ | 0.80 | October 9, 20251 |
| 700,000 | $ | 0.65 | June 16, 2026 |
| 450,000 | $ | 0.65 | October 27, 2026 |
| 2,800,000 | $ | 0.35 | December 5, 20272 |
| 750,000 | $ | 0.30 | March 16, 2028 |
| 5,275,000 | $ | 0.35 | September 3, 20293 |
| 100,000 | $ | 0.485 | January 11, 2030 |
| 600,000 | $ | 0.495 | January 21, 2030 |
| 400,000 | $ | 0.60 | March 18, 2030 |
| 16,175,000 |
-
Subsequent to the year ended May 31, 2025, 200,000 of these stock options were exercised for proceeds of $160,000.
-
Subsequent to the year ended May 31, 2025, 350,000 of these stock options were exercised for proceeds of $122,500.
-
Subsequent to the year ended May 31, 2025, 700,000 of these stock options were exercised for proceeds of $245,000.
During the year ended May 31, 2025, the Company granted a total of 6,375,000 (2024 – nil) stock options with a weighted average fair value of $0.22 per option (2024 – $nil). For the year ended March 31, 2025, the Company recognized share-based payments expense of options granted and vesting of $1,232,183 (2024 - $193,647).
23
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
9. Share capital (continued):
The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted:
| May 31, | May 31, | |
|---|---|---|
| 2025 | 2024 | |
| Risk-free interest rate | 2.91% | - |
| Expected life of option | 4 years | - |
| Expected annualized volatility | 86.54% | - |
| Dividend | $0.00 | - |
(f) Restricted Share Units:
During the year ended May 31, 2025, the Company granted 2,900,000 Restricted Share Units (“RSUs”) to certain directors, officers, and consultants of the Company. The RSUs vest by one third one each year, starting one year from the grant date. During the year ended May 31, 2025, the Company recognized $391,848 (2024 - $nil) for RSUs granted and vested.
RSU transactions are as follows:
| Number of RSUs | |
|---|---|
| Balance, May 31, 2023 and 2024 | - |
| Granted | 2,900,000 |
| Balance,May 31,2025 | 2,900,000 |
At May 31, 2025, RSUs were outstanding enabling holders to acquire common shares as follows:
| Number of RSUs | ||
|---|---|---|
| Number of RSUs | vested | Grant Date |
| 2,350,000 | - | September 3, 20241 |
| 550,000 | - | January 11, 2025 |
| 2,900,000 | - |
- Subsequent to May 31, 2025, 783,331 of these RSUs vested and the corresponding shares were issued.
24
AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
10. Related party balances and transactions:
Key management personnel consist of directors and senior management including the Executive Chairman, President and Chief Executive Officer, Chief Financial Officer, and Corporate Secretary.
During the years ended May 31, 2025 and 2024, the Company paid or accrued the following amounts to key management personnel or companies controlled by them:
| May 31, | May 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Accounting and legal | $ | 90,000 | $ | 90,000 |
| Consulting | 262,500 | 180,000 | ||
| Geological consulting fees included in pre-acquisition exploration | 308,024 | 138,558 | ||
| Corporate secretarial | 37,000 | 33,000 | ||
| Directors’ fees | 100,000 | 90,000 | ||
| Share-based payments | 980,340 | 114,213 | ||
| Wages and salaries | 325,000 | 240,000 | ||
| $ | 2,102,864 | $ | 885,771 |
In addition, payments to companies with common directors and officers for rent, office, and administration totaled $87,702 (2024 - $77,052).
As at May 31, 2025, due to related parties included $42,752 (2024 - $83,923) due to key management personnel. As at May 31, 2025, $34,311 (2024 - $24,616) in advances to related parties was included within prepaid expenses and advances. During the year ended May 31, 2024, the Company received a short-term loan in the amount of $225,000 from an Officer and Director of the Company. The loan bore interest at a rate of 7.7% per annum and had a maturity of three-months. During the same year, the loan was repaid in full inclusive of interest of $426.
11. Financial instruments:
The carrying values of cash, investments, receivables, restricted cash, accounts payable and accrued liabilities, and due to related parties approximate their fair values due to their short terms to maturity. The acquisition costs payable was valued using a valuation technique.
(a) Financial instrument risk exposure and risk management:
Credit risk
Credit risk arises from the possibility that counterparties may be unable to fulfill their commitments to the Company. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, investments, restricted cash, and receivables. The carrying value of these instruments represents the Company’s maximum exposure to credit risk. The Company manages and limits exposure to credit risk by maintaining its cash with high-credit quality financial institutions. During the year ended May 31, 2025, the Company purchased a $5,000,000 six-month locked guaranteed interest certificate with a major Canadian financial institution, recognized within investments and valued at $5,086,671 inclusive of accrued interest, for which management believes the risk of loss to be remote. The Company’s receivables related to GST receivable in Canada and VAT receivable in Peru. As the only amounts owing are from government agencies, the Company has determined the credit risk to be minimal.
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Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
AFTERMATH SILVER LTD.
Year ended May 31, 2025 and 2024
11. Financial instruments (continued):
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial obligations associated with financial liabilities in full. The Company manages liquidity risk through the management of its capital structure, as outlined in note 11(b) of these consolidated financial statements.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no interest-bearing financial assets as at May 31, 2025.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in foreign currency rates. The Company’s functional and reporting currency is the Canadian dollar. The Company incurs foreign currency risk on purchases that are denominated in a currency other than the functional currency of the Company, which will have an impact on the profitability of the Company and may also affect the value of the Company’s assets, liabilities and the amount of shareholders’ equity.
The Company’s main risks are associated with fluctuations in the US dollar (“US”), the Chilean peso (“CLP”), the Peruvian Sol (“PEN”), and the Mexican peso (“MXN”). The Company does not enter into any foreign exchange hedging contracts. As at May 31, 2025, the Company had foreign current assets totaling approximately CLP218,199,908 and PEN715,491 and amounts payable totaling approximately US$3,103,777, CLP675,864, PEN1,874,014 and MXN263,984. The Company has determined that a 10% increase or decrease in these currencies against the Canadian dollar on these instruments, as at May 31, 2025, would result in a $441,652 change to profit or loss for the year.
(b) Capital management:
The Company’s objectives of capital management are intended to safeguard the entity's ability to support the Company’s exploration and evaluation of its resource properties and support any expansion plans. The capital of the Company consists of the items included in shareholders’ equity.
The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the Company’s underlying assets. To effectively manage the entity’s capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its financial objectives. Notwithstanding the risks described in note 1 of the consolidated financial statements, the Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.
The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year.
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AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
12. Income taxes:
- (a) A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| May 31, | May 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Statutory rate | 27% | 27% | ||
| Recovery of income taxes based on statutory tax rates | $ | (3,824,000) | $ | (1,923,000) |
| Changes in statutory, foreign tax, foreign exchange rates and other | (120,000) | 15,000 | ||
| Non-deductible and other items | 364,000 | 217,000 | ||
| Share issuance costs | (63,000) | (182,000) | ||
| Expiry of non-capital losses | 20,000 | 151,000 | ||
| Changesinunrecognized deductible temporary differences | 3,623,000 | 1,722,000 | ||
| Total income tax (recovery) expense | $ | - | $ | - |
The effective income tax rate is the rate that is estimated to be applicable when the timing differences reverse.
- (b) Deferred tax assets have not been recognized as at May 31, 2025 and 2024 in respect of the following items:
| May 31, | May 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Exploration and evaluation assets | $ | 6,410,000 | $ | 3,861,000 |
| Property and equipment | 42,000 | 41,000 | ||
| Share issuance costs | 232,000 | 214,000 | ||
| Allowable capital losses | 16,000 | 16,000 | ||
| Non-capital losses available for future periods | 4,476,000 | 3,421,000 | ||
| 11,176,000 | 7,553,000 | |||
| Unrecognized deferred taxassets | (11,176,000) | (7,553,000) | ||
| Net deferred tax assets | $ | - | $ | - |
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses
that have not been included on the consolidated statement of financial position are as follows:
| May 31, 2025 |
Expiry Date May 31, 2024 Expiry Date |
|---|---|
| Temporary Differences Exploration and evaluation assets $ 16,256,000 Property and equipment 144,000 Share issuance costs 860,000 Non-capital losses available for future periods 17,290,000 |
No expiry date $ 10,273,000 No expiry date No expiry date 138,000 No expiry date 2026 to 2029 794,000 2025 to 2028 2026 to 2045 14,223,000 2025 to 2044 |
| Canada 17,093,000 Mexico 147,000 Peru 50,000 |
2032 to 2045 13,945,000 2032 to 2044 2026 to 2035 238,000 2025 to 2034 Indefinite 39,000 Indefinite |
13. Segmented information:
The Company operates in one segment, the acquisition and exploration of mineral properties. Geographical information can be found in notes 5, 6, and 7. All of the Company’s equipment is located in Peru.
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AFTERMATH SILVER LTD.
Notes to Consolidated Financial Statements (Expressed in Canadian dollars)
Year ended May 31, 2025 and 2024
14. Subsequent events:
Subsequent to the year ended May 31, 2025, the Company:
-
a) Entered into an amending agreement for the Berenguela property whereby the final payment of US$3,250,000 originally payable by November 30, 2026 became payable in two tranches as follows:
-
a. US$1,500,000 on execution of the agreement (paid) ; and
-
b. US$1,650,000 (reduced from US$1,750,000) on or before November 23, 2026.
Pursuant to the terms of the amending agreement, the requirement to prepare a PFS will be waived.
-
b) Granted a total of 250,000 stock options to a consultant of the Company with an exercise price of $0.68 and life of five years.
-
c) Granted a total of 250,000 RSUs to consultants of the Company vesting 1/3 on each anniversary from the date of the grant.
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