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Alpha Exploration Ltd. — Interim / Quarterly Report 2025
Aug 26, 2025
48164_rns_2025-08-26_2860f8ee-d3f9-48c7-a3f9-c3a3fa5bebbd.pdf
Interim / Quarterly Report
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ALPHA EXPLORATION LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US Dollars, except where indicated)
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management and have been approved by the Audit Committee and the Board of Directors.
The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditor.
ALPHA EXPLORATION LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in US dollars)
(Unaudited)
| Note | June 30, 2025 | December 31, 2024 | |
|---|---|---|---|
| $ | $ | ||
| ASSETS | |||
| Current assets | |||
| Cash | 2,344,102 | 1,132,613 | |
| Other receivables and prepayments | 40,240 | 15,721 | |
| Due from related party | 9 | - | 10,854 |
| 2,384,342 | 1,159,188 | ||
| Non-current assets | |||
| Equipment | 4 | 116,617 | 143,914 |
| Exploration and evaluation asset | 5 | 16,171,391 | 15,394,882 |
| Total assets | 18,672,350 | 16,697,984 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 6 | 357,187 | 359,901 |
| Due to related parties | 9 | 52,712 | 5,000 |
| Warrant liability | 7 | 172,568 | 356,034 |
| 582,467 | 720,935 | ||
| EQUITY | |||
| Share capital | 8 | 20,828,549 | 18,842,511 |
| Contributed surplus | 8 | 1,631,900 | 1,631,900 |
| Deficit | (4,370,566) | (4,497,362) | |
| 18,089,883 | 15,977,049 | ||
| Total liabilities and equity | 18,672,350 | 16,697,984 |
Nature of operations and going concern (Note 1)
Approved and authorized for issue on behalf of the Board of Directors on August 26, 2025
/s/ Michael Hopley
Director
/s/ Chris Van Der Westhuyzen
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements
ALPHA EXPLORATION LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME / (LOSS) AND COMPREHENSIVE INCOME / (LOSS)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars)
(Unaudited)
| Note | THREE MONTHS ENDED JUNE 30, | SIX MONTHS ENDED JUNE 30, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| $ | $ | $ | $ | ||
| EXPENSES | |||||
| Professional fees | 9 | 114,439 | 108,959 | 209,541 | 240,892 |
| Salaries | 9 | - | 9,115 | - | 18,352 |
| Directors’ fees | 9 | 5,000 | 5,000 | 10,000 | 10,000 |
| Office expenses | 133 | 507 | 416 | 954 | |
| General and administrative expenses | 36,787 | 63,079 | 98,239 | 165,708 | |
| Finance cost | 1,849 | 1,773 | 3,949 | 4,010 | |
| (158,208) | (188,433) | (322,145) | (439,916) | ||
| OTHER ITEMS | |||||
| Gain / (loss) on fair value adjustment on warrant liability | 7 | 175,097 | (917,722) | 348,325 | (1,776,663) |
| Foreign exchange gain / (loss) | 99,101 | (23,975) | 100,616 | (85,828) | |
| Interest income | - | 26,289 | - | 43,125 | |
| Other income | - | 7,283 | - | 7,283 | |
| INCOME / (LOSS) AND COMPREHENSIVE INCOME / (LOSS) | 115,990 | (1,096,558) | 126,796 | (2,251,999) | |
| EARNINGS / (LOSS) PER SHARE – Basic and diluted | $ 0.00 | $ (0.01) | $ 0.00 | $ (0.03) | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted | 94,824,651 | 90,241,152 | 92,753,988 | 88,543,527 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
ALPHA EXPLORATION LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except for number of shares)
(Unaudited)
| Common Shares | |||||
|---|---|---|---|---|---|
| Number of Shares | Amount | Contributed Surplus | Deficit | Total | |
| $ | $ | $ | $ | ||
| Balance – December 31, 2023 | 86,845,903 | 17,243,702 | 1,631,900 | (4,106,223) | 14,769,379 |
| Shares issued for cash, net | 3,814,415 | 1,915,698 | - | - | 1,915,698 |
| Loss for the period | - | - | - | (2,251,999) | (2,251,999) |
| Balance – June 30, 2024 | 90,660,318 | 19,159,400 | 1,631,900 | (6,358,222) | 14,433,078 |
| Allocation of unit proceeds to warrants | - | (316,889) | - | - | (316,889) |
| Income for the period | - | - | - | 1,860,860 | 1,860,860 |
| Balance – December 31, 2024 | 90,660,318 | 18,842,511 | 1,631,900 | (4,497,362) | 15,977,049 |
| Shares issued for cash, net | 4,565,714 | 2,150,897 | - | - | 2,150,897 |
| Allocation of unit proceeds to warrants | - | (164,859) | - | - | (164,859) |
| Income for the period | - | - | - | 126,796 | 126,796 |
| Balance – June 30, 2025 | 95,226,032 | 20,828,549 | 1,631,900 | (4,370,566) | 18,089,883 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
ALPHA EXPLORATION LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS30
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars)
(Unaudited)
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| CASH PROVIDED BY / (USED IN): | ||
| OPERATING ACTIVITIES | ||
| Income / (Loss) for the period | 126,796 | (2,251,999) |
| Loss / (Gain) on fair value adjustment on warrant liability | (348,325) | 1,776,663 |
| Net changes in non-cash working capital balances: | ||
| Other receivables and prepayments | (24,519) | (17,579) |
| Accounts payable and accrued liabilities | (23,354) | (75,024) |
| Due to/from related parties | 33,594 | (3,010) |
| Cash used in operating activities | (235,808) | (570,949) |
| INVESTING ACTIVITIES | ||
| Net expenditures on exploration and evaluation asset expenditures | (699,092) | (1,806,889) |
| Purchase of equipment | (4,508) | (9,658) |
| Cash used in investing activities | (703,600) | (1,816,547) |
| FINANCING ACTIVITIES | ||
| Shares issued for cash, net | 2,150,897 | 1,915,698 |
| Cash provided by financing activities | 2,150,897 | 1,915,698 |
| Change in cash | 1,211,489 | (471,798) |
| Cash, beginning of period | 1,132,613 | 3,233,573 |
| Cash, end of period | 2,344,102 | 2,761,775 |
Supplemental Cash Flow Information (Note 11)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
- NATURE OF OPERATIONS AND GOING CONCERN
Alpha Exploration Ltd. ("Alpha" on the "Company") was incorporated under the BVI Business Companies Act, (No. 16 of 2004) (the "BVI Act") on December 6, 2011, under the name "Alpha Exploration Ltd." with business registration number 1684187. Alpha's head and registered office is located at 3rd Floor, Omar Hodge Building, Wickhams Cay 1, P.O. Box 362, Road Town, Tortola, British Virgin Islands. Alpha has one subsidiary, Alpha Exploration Eritrea Limited, an Eritrean corporation incorporated on February 5, 2018, under the laws of Eritrea ("Alpha Eritrea"). Alpha Eritrea currently holds the rights to the Kerkasha Project (as defined below). Alpha's exploration property is located in Eritrea. The Company trades on the TSX Venture Exchange under the symbol "ALEX".
The Company had a deficit of $4,370,566 at June 30, 2025 (December 31, 2024 - $4,497,362), and net working capital of $1,801,875 (December 31, 2024 - $438,253) which have been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing sufficient to cover its operating costs.
As the Company does not yet have positive cash flows from operations, it must rely on debt or equity financings to fund its operations. To date the Company's main source of funding has been the issuance of equity securities or debt, through private placements and through public offering to institutional investors.
Management has carried out an assessment of the going concern assumption and has concluded that the Company may not have sufficient cash and other financial assets to continue operating at current levels for the ensuing twelve months. These matters indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to raise additional equity.
These unaudited condensed interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these consolidated financial statements.
The Company's business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company's business.
- BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE
a) Statement of compliance
These condensed interim consolidated 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. Accordingly, certain information normally included in annual financial statements prepared in accordance with IFRS, as issued by the IFRS has been omitted or condensed. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Corporation's audited consolidated financial statements for the year
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
ended December 31, 2024.
The condensed interim consolidated financial statements have been prepared on the historical cost basis, with the exception of financial instruments which are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These condensed interim consolidated financial statements are presented in US dollars, except where otherwise indicated.
The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2024.
These condensed interim consolidated financial statements were authorized for issue in accordance with a resolution from the Board of Directors on August 26, 2025.
b) Basis of Consolidation
The condensed interim consolidated financial statements include the results or financial information of Alpha Exploration Ltd. and its wholly-owned Eritrean subsidiary, Alpha Exploration Eritrea Ltd ("Alpha Eritrea Ltd."). Inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statement.
- SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of these condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. There have been no material revisions to the nature of judgements and changes in estimates reported in the company's December 31, 2024 annual financial statements.
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
- EQUIPMENT
| Camp equipment | Pump and generators | Computer and office equipment | Furniture and fittings | Motor vehicles | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Cost | ||||||
| Balance, December 31, | ||||||
| 2023 | 168,282 | 20,820 | 59,793 | 22,275 | 206,633 | 477,803 |
| Additions | 14,967 | - | 7,788 | - | - | 22,755 |
| Balance, December 31, | ||||||
| 2024 | 183,249 | 20,820 | 67,581 | 22,275 | 206,633 | 500,558 |
| Additions | 4,508 | - | - | - | - | 4,508 |
| Balance, June 30, 2025 | 187,757 | 20,820 | 67,581 | 22,275 | 206,633 | 505,066 |
| Accumulated Depreciation | ||||||
| Balance, December 31, | ||||||
| 2023 | 121,412 | 11,922 | 41,776 | 9,956 | 101,893 | 286,959 |
| Additions | 21,146 | 2,499 | 7,986 | 2,227 | 35,827 | 69,685 |
| Balance, December 31, | ||||||
| 2024 | 142,558 | 14,421 | 49,762 | 12,183 | 137,720 | 356,644 |
| Additions | 11,317 | 1,249 | 3,464 | 1,074 | 14,701 | 31,805 |
| Balance, June 30, 2025 | 153,875 | 15,670 | 53,226 | 13,257 | 152,421 | 388,449 |
| Carrying Amounts | ||||||
| Balance, December 31, | ||||||
| 2024 | 40,691 | 6,399 | 17,819 | 10,092 | 68,913 | 143,914 |
| Balance, June 30, 2025 | 33,882 | 5,150 | 14,355 | 9,018 | 54,212 | 116,617 |
- EXPLORATION AND EVALUATION ASSET
On January 10, 2018, Alpha Eritrea entered into an exploration agreement with Minister of Energy and Mines (State of Eritrea) pursuant to the Eritrean Mining Proclamation to explore for mineral resources within a defined area (the "Kerkasha area") other than construction material, mineral water and geothermal deposits. Alpha Eritrea paid $7,797 during the six months ended June 30, 2025 in exploration license issuing fees to renew the license, recorded as exploration and evaluation asset.
Alpha Eritrea has the exclusive right to conduct exploration operations in the agreement area and that Alpha Eritrea shall bear the sole risk and cost of exploration operations.
On December 20, 2017, Alpha signed a tenement farm-out agreement with the Eritrean National Mining
ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
Company ("ENAMCO") governing the terms of ENAMCO's participation in the Kerkasha Project (the "ENAMCO Agreement"). Pursuant to the ENAMCO Agreement, the Eritrean government (through ENAMCO) has the right to a 10% free-carried interest in any mining license developed on the Kerkasha Project area. The Eritrean government also has the right to purchase a further 30% equity participating interest in the Kerkasha Project at any time from commencement of exploration to three months after completion of a bankable feasibility study relating to the Kerkasha Project. To purchase this participating interest, ENAMCO must pay the equivalent percentage cost of exploration up to the point of acquiring their participating interest (as determined by an independent auditor) and will thereafter contribute the same participating interest percentage in all exploration and development expenditures on the Kerkasha Project going forward. ENAMCO and Alpha will form a share company in accordance with the Commercial Code of Eritrea after ENAMCO has exercised its right of participation. As at June 30, 2025, ENAMCO has yet to exercise its right to the 10% free-carried interest.
The Alpha portion of the Kerkasha Project is subject to a 2% net smelter royalty in favour of Nubian Royalty Corporation, a corporation incorporated under the BVI Act and wholly owned by insiders of Alpha (the "Nubian Royalty"). If at any time Nubian Royalty Corporation receives an offer from a third party to purchase the Nubian Royalty or any portion thereof, Alpha has a right to match any such third party offer.
Exploration and evaluation expenditures for the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening balance | 15,394,882 | 12,470,777 |
| Exploration costs: | ||
| Drilling | 127,901 | 1,143,794 |
| Assays | 67,650 | 392,492 |
| Technical services | 98,536 | 163,126 |
| Exploration licenses and fees | 10,865 | 19,288 |
| Labour cost | 255,051 | 595,210 |
| Consumable spare parts and supplies | 100,089 | 185,658 |
| Other direct expenses | 84,612 | 354,852 |
| Depreciation expenses | 31,805 | 69,685 |
| Sub total | 776,509 | 2,924,105 |
| Ending balance | 16,171,391 | 15,394,882 |
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Trade and other payables | 324,971 | 331,529 |
| Other accruals | 32,216 | 28,372 |
| Total | 357,187 | 359,901 |
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
7. WARRANT LIABILITY
The Company's warrant liability arises as a result of the issuance of warrants exercisable in CAD dollars. As the denomination is different from the US dollar functional currency of the entity issuing the underlying shares, the Company recognizes a derivative liability for these warrants and re-measures the liability at the end of each reporting period using the Black-Scholes model. Changes in respect of the Company's warrant liability for the six months ended June 30, 2025 and the year ended December 31, 2024 are as follows:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Balance at beginning of year | 356,034 | 560,275 |
| Warrants issued | 164,859 | 316,889 |
| Fair value adjustment | (348,325) | (521,130) |
| 172,568 | 356,034 |
The fair value of the warrant liability at the date of issuance was calculated using the Black-Scholes model with the following weighed average assumptions and resulting fair values:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Weighted average assumptions | ||
| Risk-free interest rate | 2.62% | 4.35% |
| Expected dividend yield | 0% | 0% |
| Expected warrant life (years) | 1.50 | 2.00 |
| Expected stock price volatility | 59.00% | 66.00% |
| Weighted average fair value | $0.07 | $0.17 |
The re-measurements of the warrant liability at the end of each reporting period were calculated using the Black-Scholes model with the following weighed average assumptions and resulting fair values:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Weighted average assumptions | ||
| Risk-free interest rate | 2.62% | 3.06% |
| Expected dividend yield | 0% | 0% |
| Expected warrant life (years) | 0.80 | 0.61 |
| Expected stock price volatility | 48.00% | 66.00% |
| Weighted average fair value | $0.02 | $0.03 |
8. SHARE CAPITAL
a) Authorized
The Company is authorized to issue an unlimited number of common shares without par value.
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
b) Share issuance details
Six months ended June 30, 2025
On April 9, 2025, the Company issued 4,565,714 units at CAD$0.70 per unit for gross proceeds of CAD$3,196,000 ($2,258,657 USD equivalent) pursuant to a private placement. Gross proceeds of $2,093,798 were allocated to common shares and $164,859 to the warrants (Note 7). Each unit consists of one common share and one-half of purchase warrant exercisable at CAD$1.05 per common share for a period of 18 months. In connection with the private placement, the Company paid a cash finder's fee payment equal to 6% and 2% on a proportion of the units issued, respectively, and incurred total cash share issue costs of $107,760.
Six months ended June 30, 2024
On April 10, 2024, the Company issued 3,814,415 units at CAD$0.70 per unit for gross proceeds of CAD$2,670,091 pursuant to a private placement. Each unit consists of one common share and one-half of purchase warrant exercisable at CAD$1.05 per common share for a period of 24 months. In connection with the private placement, the Company paid a cash finder's fee payment equal to 6% on a proportion of the units issued and incurred total cash share issue costs of $37,407.
c) Warrants
A summary of the Company's outstanding warrants at June 30, 2025 and December 31, 2024 and the changes for the periods then ended is presented below:
| Warrants | Number of warrants | Weighted average exercise price (per share) CAD$ | Weighted average life (Years) |
|---|---|---|---|
| Outstanding, December 31, 2023 | 12,195,444 | 1.05 | 1.33 |
| Issued | 1,907,207 | 1.05 | |
| Expired | (2,443,442) | 1.05 | |
| Outstanding, December 31, 2024 | 11,659,209 | 1.05 | 0.61 |
| Issued | 2,282,858 | 1.05 | |
| Expired | (6,766,290) | 1.05 | |
| Outstanding, June 30, 2025 | 7,175,777 | 1.05 | 0.80 |
The following table summarizes the outstanding and exercisable warrants as at June 30, 2025:
| Exercise price | Number of warrants | Expiry date | Weighted average life (Years) |
|---|---|---|---|
| CAD $1.05 | 2,985,713 | December 7, 2025 | 0.44 |
| CAD $1.05 | 1,907,207 | April 10, 2026 | 0.78 |
| CAD $1.05 | 2,282,858 | October 9, 2026 | 1.28 |
ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
d) Options
The Company has a stock option plan whereby the maximum number of shares reserved for issue under the plan shall not exceed 10% of the outstanding common shares of the Company, as at the date of the grant. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of the grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of the grant. The exercise price of each option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSX-V). Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and are exercisable within one year of termination of employment or holding office as a director or officer of the Company and 30 days of termination of a person engaged in investor relations activities. The Board of Directors determines the vesting terms of options granted.
There were no options granted during the six months ended June 30, 2025.
A summary of the changes in stock options is presented below:
| Number of warrants | Weighted average exercise price (per share) | Weighted average life (Years) | |
|---|---|---|---|
| Options | CAD$ | ||
| Outstanding, December 31, 2023 | 1,000,000 | 0.67 | 3.38 |
| Outstanding, December 31, 2024 | 1,000,000 | 0.67 | 2.38 |
| Outstanding, June 30, 2025 | 1,000,000 | 0.67 | 1.88 |
| Exercisable, June 30, 2025 | 1,000,000 | 0.67 | 1.88 |
The following table summarizes the outstanding and exercisable options as at June 30, 2025:
| Exercise price | Number of options | Expiry date | Weighted average life (Years) |
|---|---|---|---|
| CAD$0.64 | 450,000 | December 6, 2026 | 1.44 |
| CAD$0.90 | 150,000 | December 6, 2026 | 1.44 |
| CAD$0.66 | 100,000 | March 8, 2027 | 1.69 |
| CAD$0.59 | 300,000 | May 3, 2028 | 2.84 |
- RELATED PARTY BALANCES AND 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.
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
At June 30, 2025 and December 31, 2024, the due to related party balances were as disclosed below:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Anna Nydegger – Director | 15,000 | 5,000 |
| Colonnade Mining Group Eritrea Ltd, Eritrea – common owner | 24,972 | - |
| Lelantos Consulting Limited - Fees - Interim CEO | 12,740 | - |
| Total | 52,712 | 5,000 |
At June 30, 2025 and December 31, 2024, the due from related party balances were as disclosed below:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Colonnade Mining Group Eritrea Ltd, Eritrea – common owner | - | 10,854 |
| Total | - | 10,854 |
During three and six months ended June 30, 2025 and 2024, the related party transactions were as follows:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | |||
| Colonnade Mining Group Eritrea Ltd, Eritrea – drilling services | 5,901 | 714,706 | 127,901 | 940,396 |
| Hemera Capital Management, Cayman – advisory fees | 6,000 | 6,000 | 12,000 | 12,000 |
| Frontier Equipment Supplies DMCC, UAE – purchase | - | 3,811 | - | 6,082 |
| Lelantos Consulting Limited - Fees - Interim CEO | 37,538 | - | 72,653 | - |
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ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
Compensation of key management personnel
Key management includes members of the Board of Directors, the Chief Executive Officer and the Chief Financial Officer. The aggregate compensation paid, or payable, to key management personnel during the three and six months ended June 30, 2025 and 2024 were as follows:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Salaries | - | 9,115 | - | 18,352 |
| Consulting fees | 37,538 | - | 72,653 | - |
| Directors' fees | 5,000 | 5,000 | 10,000 | 10,000 |
| Accounting fees | 10,775 | 10,967 | 19,837 | 22,660 |
| Advisory fees | 6,000 | 6,000 | 12,000 | 12,000 |
| 59,313 | 31,082 | 114,490 | 63,012 |
10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK
IFRS 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in measuring fair value. The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair Value of Financial Instruments
The Company's financial instruments include cash, other receivables, accounts payable, warrant liability and due to related parties. The carrying value of these financial instruments approximates their fair values due to the relatively short periods of maturity of these instruments, with accounts payable being due on normal commercial terms.
Assets measured at fair value on a recurring basis were presented on the Company's statement of financial position as at June 30, 2025 and December 31, 2024 are as follows:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Level 3 - Financial Liabilities - Warrant Liability | 172,568 | 356,034 |
The Company's activities expose it to a variety of financial risks: market risk (including currency risk, and interest rate risk), credit risk and liquidity risk. There have been no changes in any risk management policies since December 31, 2024.
ALPHA EXPLORATION LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in US dollars, except where indicated)
(Unaudited)
11. SUPPLEMENTAL CASH FLOW INFORMATION
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| $ | $ | |
| Non-cash transactions | ||
| Depreciation capitalized to exploration and evaluation assets | 31,805 | 33,542 |
| Accounts payable included in exploration and evaluation assets | 247,806 | 526,347 |
| Change in fair value of warrant liability | 348,325 | (1,776,663) |
12. SEGMENTED INFORMATION
The Company's operations are limited to a single industry segment, being mineral exploration and development. Geographic segment information of the Company's non-current assets as at June 30, 2025 and December 31, 2024 is as follows:
| Identifiable non-current assets | June 30, 2025 | December 31, 2024 |
|---|---|---|
| $ | $ | |
| British Virgin Islands | - | - |
| Eritrea | 16,288,008 | 15,538,796 |
| Total assets | 16,288,008 | 15,538,796 |
Geographic segmentation of the Company's loss for the three and six months ended June 30, 2025 and 2024 is as follows:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| British Virgin Islands | 144,659 | (1,063,170) | 188,117 | (2,172,434) |
| Eritrea | (28,669) | (33,388) | (61,321) | (79,565) |
| Net income / (loss) | 115,990 | (1,096,558) | 126,796 | (2,251,999) |
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