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Apollo Silver Corp. — Audit Report / Information 2024
Mar 13, 2025
45355_rns_2025-03-13_a7bb0094-0f8d-4c0d-8115-20f6c824521e.pdf
Audit Report / Information
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APOLLO SILVER CORP.
CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2024
DAVIDSON & COMPANY LLP
Chartered Professional Accountants
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of
Apollo Silver Corp.
Opinion
We have audited the accompanying consolidated financial statements of Apollo Silver Corp. (the "Company"), which comprise the consolidated statements of financial position as at November 30, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders' equity 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 November 30, 2024 and 2023, 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.
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 ended. 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.
We have determined that there are no key audit matters to communicate in our auditor's report.
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.
A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com
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:
- 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.
- 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- 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.
- 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.
- 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 ended 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 Stephen Hawkshaw.

Vancouver, Canada
March 13, 2025
Chartered Professional Accountants
APOLLO SILVER CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Stated in Canadian Dollars)
| Notes | November 30, 2024 | November 30, 2023 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 6 | $ 13,684,047 | $ 3,563,823 |
| Receivables | 14,961 | 5,135 | |
| Prepaid expenses and deposits | 7 | 230,337 | 73,038 |
| Total current assets | $ 13,929,345 | $ 3,641,996 | |
| Non-current assets | |||
| Property and equipment | 8 | 186,548 | 266,463 |
| TOTAL ASSETS | $ 14,115,893 | $ 3,908,459 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $ 290,901 | $ 209,861 | |
| Lease liability | 9(b) | 59,987 | 52,509 |
| Total current liabilities | $ 350,888 | $ 262,370 | |
| Non-current liabilities | |||
| Lease liability | 9(b) | 53,434 | 103,170 |
| TOTAL LIABILITIES | $ 404,322 | $ 365,540 | |
| SHAREHOLDERS' EQUITY | |||
| Capital stock | 10 | $ 114,761,639 | $ 101,628,076 |
| Reserves | 10(c),(d) | 5,143,032 | 5,119,405 |
| Accumulated other comprehensive loss | (202,737) | (208,069) | |
| Accumulated deficit | (105,990,363) | (102,996,493) | |
| TOTAL SHAREHOLDERS' EQUITY | $ 13,711,571 | $ 3,542,919 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 14,115,893 | $ 3,908,459 |
Nature and continuance of operations (Note 1)
Subsequent events (Notes 10(d) & 11(a))
Approved and authorized for issue on behalf of the Board on March 13, 2025:
/s/ Andrew Bowering
Andrew Bowering, Director
/s/ Steven Thomas
Steven Thomas, Director
The accompanying notes are an integral part of these consolidated financial statements.
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APOLLO SILVER CORP.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Stated in Canadian Dollars)
| Notes | Year ended November 30, | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Operating expenses | |||
| Exploration and evaluation expenses | 11 | $ 1,574,694 | $ 2,228,295 |
| Administrative expenses | 12 | 1,365,850 | 2,082,894 |
| Depreciation | 8 | 139,232 | 138,984 |
| Loss from operations | 3,079,776 | 4,450,173 | |
| Other expenses | |||
| Fair value adjustment on warrant liability | 10(e) | - | (119,934) |
| Gain on foreign exchange | (7,318) | (20,637) | |
| Interest expense | 9(b) | 23,863 | 28,586 |
| Other income | (109,807) | (192,274) | |
| Loss on disposal of property and equipment | 8 | 7,356 | - |
| Net loss for the year | $ 2,993,870 | $ 4,145,914 | |
| Other comprehensive (income) loss | |||
| Items that may be reclassified subsequently to loss: | |||
| Currency translation adjustment | $ (5,332) | $ 4,455 | |
| Total other comprehensive (income) loss | $ (5,332) | $ 4,455 | |
| Total comprehensive loss for the year | $ 2,988,538 | $ 4,150,369 | |
| Loss per share (basic and diluted) | $ 0.02 | $ 0.02 | |
| Weighted average number of basic and diluted common shares outstanding | 178,838,660 | 174,460,395 |
The accompanying notes are an integral part of these consolidated financial statements.
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APOLLO SILVER CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in Canadian Dollars)
| Notes | Year ended November 30, | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Operating activities | |||
| Net loss for the year | $ (2,993,870) | $ (4,145,914) | |
| Adjustments for non-cash items: | |||
| Share-based payments | 11,12 | 40,627 | 160,406 |
| Depreciation | 8 | 139,232 | 138,984 |
| Fair value adjustment on warrant liability | 10(e) | - | (119,934) |
| Interest expense | 9(b) | 23,863 | 28,586 |
| Other expense | - | 20,850 | |
| Loss on disposition of property and equipment | 8 | 7,356 | - |
| Unrealized foreign exchange | 17,875 | (9,561) | |
| Changes in non-cash working capital items: | |||
| Receivables | (9,826) | 7,589 | |
| Prepaid expenses | (157,299) | 134,383 | |
| Accounts payable and accrued liabilities | 64,086 | (1,898,692) | |
| Cash used in operating activities | (2,867,956) | (5,683,303) | |
| Investing activities | |||
| Acquisition of equipment | 8 | (9,100) | (3,643) |
| Cash used in investing activities | (9,100) | (3,643) | |
| Financing activities | |||
| Proceeds from private placement | 10(b)(i) | 13,500,000 | - |
| Share issuance costs | 10(b)(i) | (395,650) | - |
| Proceeds from exercise of stock options | 10(d) | 29,167 | - |
| Principal payments on lease liabilities | 9(b) | (97,694) | (87,736) |
| Interest payments on lease liabilities | 9(b) | (23,863) | (28,586) |
| Cash provided by (used in) financing activities | 13,011,960 | (116,322) | |
| Effect of changes in foreign exchange rates on cash and cash equivalents | (14,680) | 4,682 | |
| Change in cash and cash equivalents | 10,120,224 | (5,798,586) | |
| Cash and cash equivalents, beginning of year | 3,563,823 | 9,362,409 | |
| Cash and cash equivalents, end of year | $ 13,684,047 | $ 3,563,823 |
Supplemental cash flow information (Note 16)
The accompanying notes are an integral part of these consolidated financial statements.
APOLLO SILVER CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Stated in Canadian Dollars)
| Equity Reserves | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | Number of common shares | Share capital | Contributed Surplus | Share-based payments reserve | Accumulated other comprehensive (loss) income | Accumulated deficit | Total | |
| Balance at November 30, 2022 | 174,460,395 | $ 101,628,076 | $ 1,114,447 | $ 3,844,552 | $ (203,614) | $ (98,850,579) | $ 7,532,882 | |
| Net loss for the year | - | - | - | - | - | (4,145,914) | (4,145,914) | |
| Share-based payments | 10(d) | - | - | - | 160,406 | - | - | 160,406 |
| Other comprehensive loss | - | - | - | - | (4,455) | - | (4,455) | |
| Balance at November 30, 2023 | 174,460,395 | $ 101,628,076 | $ 1,114,447 | $ 4,004,958 | $ (208,069) | $ (102,996,493) | $ 3,542,919 | |
| Balance at November 30, 2023 | 174,460,395 | $ 101,628,076 | $ 1,114,447 | $ 4,004,958 | $ (208,069) | $ (102,996,493) | $ 3,542,919 | |
| Net loss for the year | - | - | - | - | - | (2,993,870) | (2,993,870) | |
| Shares issued in private placement | 10(b)(i) | 67,500,000 | 13,500,000 | - | - | - | - | 13,500,000 |
| Share issuance costs | 10(b)(i) | - | (412,604) | - | - | - | - | (412,604) |
| Shares issued on exercise of stock options | 10(b)(ii) | 233,334 | 46,167 | - | (17,000) | - | - | 29,167 |
| Share-based payments | 10(d) | - | - | - | 40,627 | - | - | 40,627 |
| Other comprehensive income | - | - | - | - | 5,332 | - | 5,332 | |
| Balance at November 30, 2024 | 242,193,729 | $ 114,761,639 | $ 1,114,447 | $ 4,028,585 | $ (202,737) | $ (105,990,363) | $ 13,711,571 |
The accompanying notes are an integral part of these consolidated financial statements.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
1. NATURE AND CONTINUANCE OF OPERATIONS
Apollo Silver Corp. (the "Company" or "Apollo") is a publicly listed exploration and development company incorporated on September 22, 1999, under the laws of the Province of Alberta, Canada. The Company filed for continuance under the Canada Business Corporations Act on December 1, 2003, and then under the laws of British Columbia on November 2, 2010. The Company is listed on the TSX Venture Exchange ("TSX-V") and its shares trade under the symbol APGO. The Company is also listed on the OTCQB and Frankfurt Stock Exchange and its shares trade under the symbols APGOF and 6ZF0, respectively. The Company's head office and registered and records office is #710-1030 West Georgia Street, Vancouver, British Columbia, Canada, V6E 2Y3.
The Company, together with its subsidiaries, is a mineral exploration and development group focused on advancing the Calico Silver Project (the "Calico Project"), its silver exploration and resource development project in the United States, as well as its newly optioned project in Chihuahua, Mexico, called the Cinco de Mayo Project ("Cinco de Mayo"), which was announced on September 23, 2024 (Note 11(b)). The Calico Project is comprised of the Waterloo property (the "Waterloo Property") and the Langtry property (the "Langtry Property"), in San Bernardino County, California. The principal business of the Company is the acquisition, exploration, and definition of potentially economically viable mineral resource deposits on mineral properties.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern, which assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
The Company has incurred losses from inception and does not currently have the financial resources to sustain operations in the long term. For the year ended November 30, 2024, the Company had no operating revenue and incurred net losses of approximately $2.99 million (November 30, 2023 - $4.14 million). At November 30, 2024, the Company had consolidated cash of approximately $13.68 million (November 30, 2023 - $3.56 million) to apply against current liabilities of approximately $351,000 (November 30, 2023 - $262,000).
At November 30, 2024, the Company believed it had adequate resources to maintain its minimum obligations arising over the next 12 months, including general corporate activities, based on its cash position, its ability to modify planned activities or exploration programs, and ability to pursue additional sources of financing, including equity placements.
The Company currently has no source of operating cash flow and no assurance that additional funding will be available for future exploration and development programs at its properties or to enable the Company to fulfill its obligations under any applicable agreements. The Company's ability to continue as a going concern is dependent on its ability to obtain additional sources of financing to continue to explore, evaluate and develop its mineral properties and, ultimately, to achieve profitable operations. While the Company has been successful in obtaining funding in the past, there is no assurance that future financing will be available or be available on favorable terms. The ability to secure financing may be impaired, or such financing may not be available on favorable terms due to conditions beyond the Company's control, such as uncertainty in capital markets, changes in commodity prices or country-specific risk factors. Furthermore, the global economy is currently affected by rising inflation, which may continue to impact the Company's costs and could result in modification or termination of planned work programs.
2. BASIS OF PREPARATION
These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"), effective as of November 30, 2024.
3. MATERIAL ACCOUNTING POLICIES
(a) Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis except as disclosed in these accounting policies.
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
(b) Functional and presentation currency
These consolidated financial statements are presented in Canadian dollars, which is also the Company's functional currency. Each of the Company's subsidiaries determines its own functional currency, and items included in the financial statements of each subsidiary are measured in that functional currency. The functional currency of the Company's foreign exploration and development subsidiary in the USA is the US dollar.
References to “$” are to Canadian dollars, except where otherwise indicated.
(c) Basis of consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries, which are entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from the entity's activities. The financial statements of subsidiaries are included in the consolidated financial statements as at the date that control commences until the date that control ceases. If the Company's interest in a subsidiary that it has determined it controls, is less than 100%, the interest attributable to non-controlling shareholders is recognized as non-controlling interest.
When necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies with those of the Company.
At November 30, 2024 and 2023, the Company's subsidiaries are as follows:
| Name of significant subsidiaries | Place of incorporation or registration | Method of Accounting at | Ownership interest at | Principal Activity | ||
|---|---|---|---|---|---|---|
| November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | |||
| 1302259 B.C. Ltd. | British Columbia, Canada | Consolidation | Consolidation | 100% | 100% | Holding Company |
| Stronghold Silver USA Corp. | California, USA | Consolidation | Consolidation | 100% | 100% | Exploration and Development |
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment.
(d) Foreign currency
(i) Foreign currency transactions
Foreign currency transactions are translated into the relevant functional currency using the exchange rates prevailing on the dates of the transactions. At each statement of financial position date, monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate on the statement of financial position date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated into the functional currency at the exchange rate on the date when the fair value was measured. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.
(ii) Foreign operations
The assets and liabilities of foreign operations are translated into Canadian dollars using the exchange rates as at the date of the statement of financial position. The income and expenses of foreign operations are translated into Canadian dollars using the exchange rates prevailing on the transaction dates.
Foreign currency differences are recognized in other comprehensive income (loss) and accumulated in other reserves within equity, except to the extent that the translation difference is allocated to non-controlling interests. On the disposal of a foreign operation, such exchange differences are reclassified from other reserves to profit or loss.
(e) Cash and cash equivalents
Cash and cash equivalents comprise demand deposits held with banks and short-term highly liquid investments that are readily convertible into known amounts of cash with original terms of three months or less. The
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
Company’s cash and cash equivalents are held in banks in Canada and the United States.
(f) Property and equipment
Property and equipment are stated at historical cost less accumulated depreciation and any provision for impairment. Cost includes the purchase price, any directly attributable costs of bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the present value of the estimated costs of decommissioning and restoration, if applicable. Costs relating to major upgrades are included in property and equipment if it is probable that future economic benefits associated with the expenditure will flow to the Company.
Depreciation on property and equipment is recognized on either a declining balance or straight-line basis to write down the cost or valuation less estimated residual value of the asset. The rates generally applicable are:
- Computer equipment Straight-line – 3 years
- Furniture and equipment Straight-line – 5 years
- Leasehold improvements Straight-line over the term of the lease
- Right-of-use assets Straight-line over the shorter of the lease term or the useful life of the underlying asset
Material residual value estimates and estimates of useful life are updated as required, but at least annually. Gains or losses arising on the disposal of equipment are determined as the difference between the disposal proceeds and the carrying amount of the equipment and are recognized in the statement of profit or loss.
(g) Financial instruments
Financial instruments are recognized in the statement of financial position when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value, net of directly attributable transaction costs, except for financial instruments classified as fair value through profit or loss (“FVTPL”), where transaction costs are expensed in the period in which they are incurred. Financial instruments are subsequently classified and measured at: (i) amortized cost; (ii) fair value through profit or loss; (iii) or fair value through other comprehensive income, as appropriate. The Company considers whether a contract contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host contract if the host contract is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.
Financial assets
i) Financial assets at FVTPL
Financial assets at FVTPL include financial assets held for trading and financial assets not designated upon initial recognition as amortized cost or fair value through other comprehensive income ("FVTOCI"). A financial asset is classified in this category principally for the purpose of selling in the short term, or if so, designated by management. Transaction costs are expensed as incurred. On initial recognition, a financial asset that otherwise meets the requirements to be measured at amortized cost or FVTOCI may be irrevocably designated as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets measured at FVTPL are measured at fair value with changes in fair value recognized in the consolidated statements of loss.
ii) Financial assets at FVTOCI
On initial recognition of an equity investment that is not held for trading, an irrevocable election is available to measure the investment at fair value upon initial recognition plus directly attributable transaction costs and at each period end, changes in fair value are recognized in other comprehensive income with no reclassification to the consolidated statements of loss. The election is available on an investment-by-investment basis.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
iii) Financial assets at amortized cost
A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows, and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and is not designated as FVTPL. Financial assets classified as amortized cost are measured subsequent to initial recognition at amortized cost using the effective interest method. Cash and cash equivalents, receivables and deposits are classified as and measured at amortized cost.
Financial liabilities
Financial liabilities, including accounts payable and accrued liabilities, lease liability and warrant liability are recognized initially at fair value, net of transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated statements of loss when the liabilities are derecognized as well as through the amortization process. Borrowing liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date. Accounts payable and accrued liabilities, and lease liability are classified as and measured at amortized cost.
Derivative instruments
Derivative instruments, including embedded derivatives, are measured at fair value on initial recognition and at each subsequent reporting period. Any gains or losses arising from changes in fair value on derivatives are recorded in the consolidated statements of loss. The warrant liability is measured at fair value.
Fair values
The fair value of quoted investments is determined by reference to market prices at the close of business on the statement of financial position date. Where there is no active market, fair value is determined using valuation techniques. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; discounted cash flow analysis; and pricing models.
Financial instruments that are measured at fair value subsequent to initial recognition are grouped into a hierarchy based on the degree to which the fair value is observable as follows:
- Level 1 fair value measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 fair value measurements are those derived from inputs other than quoted prices included within 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 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Impairment of financial assets
A loss allowance for expected credit losses is recognized for financial assets measured at amortized cost. At each statement of financial position date, on a forward-looking basis, the Company assesses the expected credit losses associated with its financial assets carried at amortized cost and FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The impairment model does not apply to investment in equity instruments.
The expected credit losses are required to be measured through a loss allowance at an amount equal to the 12-month expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date) or full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). A loss allowance for full lifetime expected credit losses is required for a financial instrument if the credit risk of that financial instrument has increased significantly since initial recognition.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
Derecognition of financial assets and liabilities
A financial asset is derecognised when either the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party. If neither the rights to receive cash flows from the asset have expired nor the Company has transferred its rights to receive cash flows from the asset, the Company will assess whether it has relinquished control of the asset or not. If the Company does not control the asset, then derecognition is appropriate.
A financial liability is derecognised when the associated obligation is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in net loss.
(h) Exploration and evaluation costs
The costs of acquiring the legal rights to explore the Company’s exploration and evaluation assets are charged to profit or loss in the period incurred, on a property-by-property basis. Acquisition costs may include cash consideration, the fair value of common shares issued, and the fair value of share purchase warrants and options issued based on amounts determined using the Black-Scholes option pricing model, for mineral property interests pursuant to the terms of the agreement.
Exploration and evaluation assets acquired under an option agreement where a payment, or series of payments are made at the sole discretion of the Company are charged to profit or loss in the period incurred. Property interests granted to others under an option agreement where payments to be made to the Company are at the sole discretion of the optionee, are recorded as recoveries at the time of receipt. Where recoveries exceed costs, such amounts are recognized in profit or loss.
Other direct exploration and evaluation costs are charged to profit or loss in the period incurred until such time it has been determined that the associated mineral property has economically viable reserves and the decision to proceed with development has been approved, in which case subsequent exploration and evaluation costs are capitalized as mineral properties. Other direct exploration and evaluation costs may include, but are not limited to, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain.
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitment to a plan of action based on the then known facts.
The costs related to a property from which there is production, together with the costs of production equipment, will be depleted and amortized using the unit-of-production method.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment. As the Company has not recorded any exploration and evaluation assets as of November 30, 2024, no impairment assessment is required to have been performed.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
(i) Leases
The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset.
The Company recognizes a right-of-use ("ROU") asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the following exceptions: (i) the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or (ii) for leases of low value. The payments for such leases are recognized in the consolidated statements of loss and comprehensive loss on a straight-line basis over the lease term.
The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments include fixed payments less any lease incentives, and any variable lease payments where variability depends on an index or rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.
The Company re-measures the lease liability and makes a corresponding adjustment to the related ROU asset whenever:
- the lease term has changed;
- the lease payments change due to changes in an index;
- a lease contract is modified and the lease modification is not accounted for as a separate lease.
The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement day, and any initial direct costs. They are subsequently measured at cost less accumulated amortization and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator of impairment.
ROU assets are included in property, plant and equipment, and the lease liability is presented separately in the consolidated statements of financial position.
Variable lease payments that do not depend on an index or rate are not included in the measurement of the ROU asset and lease liability. The related payments are recognized as an expense in the period in which the triggering event occurs and are included in the consolidated statements of loss and comprehensive loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has not applied this practical expedient to any of its leases and has separated out non-lease components.
(j) Impairment of non-financial assets
Impairment tests on non-financial assets are performed whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to dispose, the asset is written down accordingly. This is determined on an asset-by-asset basis, unless the asset does not generate cash flows that are largely independent of those from other assets or groups of assets. If this is the case, individual assets are grouped together into a cash-generating unit ("CGU") and the impairment test is carried out on the asset's CGU, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.
An impairment loss is charged to profit or loss. An assessment is made at each reporting date as to whether there is any indication of impairment or a change in events or circumstances relating to a previously recognized
14 | P a g e
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
impairment. If such indication exists, the Company makes an estimate of the recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s or CGU’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset or CGU is increased to its newly determined recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation and amortization, had no impairment loss been recognized for the asset or CGU in prior years.
(k) Provisions
(i) Environmental rehabilitation provisions
The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations, including those associated with the reclamation of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an environmental rehabilitation obligation is recognized at its fair value in the period in which it is incurred if a reasonable estimate of cost can be made. The Company records the present value of estimated future cash flows associated with reclamation as a liability when the liability is incurred and increases the carrying value of the related assets for that amount. Subsequently, these capitalized asset retirement costs are amortized over the life of the related assets. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying any initial estimates (additional rehabilitation costs). The Company recognizes its environmental liability on a site-by-site basis when it can be reliably estimated.
Environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible are charged to the statement of loss and comprehensive loss. The Company had no rehabilitation obligations as at November 30, 2024, and November 30, 2023.
(ii) Other provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. An amount equivalent to the discounted provision is capitalized within tangible fixed assets and is depreciated over the useful lives of the related assets. The increase in the provision due to passage of time is recognized as interest expense.
(l) Share capital
Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, certain share purchase warrants and share purchase options are classified as equity instruments.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.
Warrants issued by the Company typically accompany an issuance of shares in the Company (a “unit”) and entitle the warrant holder to exercise the warrants for a stated price for a stated number of common shares in the Company. The fair value of the components of the units sold are measured using the relative fair value approach, where one component (common shares) is measured first, and the residual amount is allocated to the remaining component.
All warrants are recognized at their fair value in warrants reserve until exercised. Upon exercise, shares are issued and the amount reflected in the respective reserve account is credited to share capital, adjusted for any
15 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
consideration paid. Upon expiry, the amount reflected in the respective reserve account is transferred to contributed surplus.
(m) Share-based payments
The Company grants equity-settled share options to its directors, officers, employees, and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services like those performed by an employee.
When equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of profit or loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to employees or others providing similar services, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized in the statements of profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received or at the fair value of the equity instruments issued (if it is determined the fair value of goods or services cannot be reliably measured), and are recorded at the date the goods or services are received.
All equity-settled share-based payments are reflected in other equity reserve, until exercised. Upon exercise, shares are issued and the amount reflected in other equity reserve is credited to share capital, adjusted for any consideration paid.
Where a grant of options is cancelled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest, except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.
(n) Operating segments
An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity's management, and (iii) for which discrete financial information is available.
At November 30, 2024, the Company has three operating segments being the acquisition, exploration and development of mineral properties in the United States and Mexico, and the Company's head office, in Vancouver, Canada.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of operating segments, has been identified as the Chief Executive Officer of the Company.
(o) Loss per share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive equity instruments are excluded from the loss per share calculation, as the effect would be anti-dilutive. Basic and diluted loss per share is the same for the years presented.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.
(p) Flow-through shares
Canadian Income Tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. A premium liability is recognized for the share price premium paid by investors when acquiring the flow-through shares. The premium liability is reduced, and other income is recognized as eligible expenditures are incurred and the tax deductions have been renounced to the investors.
(q) Income taxes
Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit or other current tax activities, which differs from profit or loss in the consolidated financial statements. Calculation of current tax expense is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.
Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it is not recognized in the consolidated financial statements.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognized as a component of taxable income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.
- ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
During the year ended November 30, 2024, the Company did not adopt any new amendments to IFRS that had a significant impact on the Company's consolidated financial statements.
In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements that clarified the classification of liabilities as current or non-current is based on contractual rights that are in existence at the end of the reporting period. In October 2022, the IASB issued amendments to IAS 1 that specified how an entity assesses whether it has the right to defer settlement of a liability when that right is subject to compliance with covenants within twelve months after the reporting period. These amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. These amendments are not expected to have a material effect on the Company's consolidated financial statements.
In May 2021, the IASB issued amendments to IAS 12, Income Taxes that clarify the initial recognition exemption does not apply to transactions that give rise to equal and offsetting temporary differences. The amendments are
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
effective January 1, 2023, with early adoption permitted. These amendments did not have a material impact on the Company’s consolidated financial statements.
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three main categories of operating, investing and financing, and by specifying certain defined totals and subtotals. An entity may use certain subtotals of income and expenses in public communications outside the financial statements to communicate management’s view of an aspect of the financial performance of the entity as a whole to users, and these subtotals are not specifically required by IFRS Accounting Standards. IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation that apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. We are currently assessing the effect of this new standard on our consolidated financial statements.
5. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS
In the process of applying the Company’s accounting policies, which are described in Note 3 to these consolidated financial statements, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments. Actual results may differ from these estimates.
Significant assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting period, could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made.
The most significant areas of judgments made by management are as follows:
(i) Going concern
The assessment of the Company’s ability to continue as a going concern, to raise sufficient funds to pay for its ongoing operating expenditures and to meets its liabilities for the ensuing year as they fall due, involves judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances (Note 1).
(ii) Determination of functional currency
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, the Company has determined that its functional currency is the Canadian dollar (Note 2(b)).
Determination of functional currency may involve certain judgments to determine the primary economic environment that an entity operates in. The Company reconsiders the functional currency of its entities if there is any change in events and conditions which determined the primary economic environment.
(iii) Determination of whether a contract contains a lease
In accordance with IFRS 16, the Company has to assess whether or not a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The most significant estimates made by management are as follows:
(i) Income tax
The determination of income tax is inherently complex and requires making certain estimates and assumptions 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
18 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes. The value of deferred tax assets is evaluated based on the probability of realization; the Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred taxes.
(ii) Valuation of share-based payments and share purchase warrants
Share-based payments, including share purchase options (Note 10(d)) and share purchase warrants (Note 10(c)) are subject to estimation of the fair value of the equity-settled award at the date of grant using pricing models such as the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility and expected life. Changes in these assumptions can materially affect the fair value estimate, so the existing models do not necessarily provide a reliable measure of the fair value, which may impact the Company's net loss, statement of financial position and equity reserves. Shares issued as consideration in a transaction such as an asset acquisition are also subject to estimation of the fair value on the date of issuance. Significant assumptions are required to be made when management determines the fair value, and any changes in the assumptions would have an impact on the fair value of the shares issued.
(iii) Determination of useful lives of property and equipment and the related depreciation
Depreciation expenses are allocated based on estimated lives. Should the asset life or depreciation rates differ from the initial estimate, an adjustment would be made in the consolidated statement of loss and comprehensive loss on a prospective basis.
(iv) Discount rate used to determine lease liabilities
Significant assumptions are required to be made when management determines the Company's incremental borrowing rate, which is used to present value the future lease payments. Any changes in the estimated rate would have an impact on the lease liability, ROU assets, depreciation and interest expense.
- CASH AND CASH EQUIVALENTS
The Company's cash and cash equivalents comprises approximately $460,000 (November 30, 2023 - $156,000) held in deposit accounts and $13.22 million (November 30, 2023 - $3.40 million) held in redeemable short-term investments that earn interest and are redeemable at any time prior to maturity without penalty.
- PREPAID EXPENSES AND DEPOSITS
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Prepaid expenses | $ 127,581 | $ 61,779 |
| Prepaid exploration and evaluation expenses | 67,543 | - |
| Deposits | 35,213 | 11,259 |
| Total prepaid expenses and deposits | $ 230,337 | $ 73,038 |
19 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
8. PROPERTY AND EQUIPMENT
| Computer equipment | Furniture & equipment | Leasehold improvements | Vehicles | ROU assets (Note 9(a)) | Total | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Balance - November 30, 2022 | $ 25,974 | $ 22,060 | $ 33,910 | $ 143,759 | $ 318,636 | $ 544,339 |
| Additions | 3,643 | - | - | - | - | 3,643 |
| Foreign exchange | - | 67 | - | 788 | 546 | 1,401 |
| Balance - November 30, 2023 | 29,617 | 22,127 | 33,910 | 144,547 | 319,182 | 549,383 |
| Additions | 9,100 | - | - | - | 54,262 | 63,362 |
| Write-offs and disposals | (17,167) | - | - | - | - | (17,167) |
| Foreign exchange | - | 389 | - | 4,555 | 5,610 | 10,554 |
| Balance - November 30, 2024 | $ 21,550 | $ 22,516 | $ 33,910 | $ 149,102 | $ 379,054 | $ 606,132 |
| Accumulated amortization | ||||||
| Balance - November 30, 2022 | $ 7,013 | $ 5,808 | $ 7,974 | $ 24,967 | $ 97,264 | $ 143,026 |
| Charge for the year | 5,680 | 9,176 | 6,781 | 28,758 | 88,589 | 138,984 |
| Foreign exchange | - | 59 | - | 287 | 564 | 910 |
| Balance - November 30, 2023 | 12,693 | 15,043 | 14,755 | 54,012 | 186,417 | 282,920 |
| Charge for the year | 5,457 | 3,095 | 6,782 | 29,019 | 94,879 | 139,232 |
| Write-offs and disposals | (9,811) | - | - | - | - | (9,811) |
| Foreign exchange | - | 386 | - | 2,503 | 4,354 | 7,243 |
| Balance - November 30, 2024 | $ 8,339 | $ 18,524 | $ 21,537 | $ 85,534 | $ 285,650 | $ 419,584 |
| Net book value - November 30, 2023 | $ 16,924 | $ 7,084 | $ 19,155 | $ 90,535 | $ 132,765 | $ 266,463 |
| Net book value - November 30, 2024 | $ 13,211 | $ 3,992 | $ 12,373 | $ 63,568 | $ 93,404 | $ 186,548 |
9. LEASES
(a) Right-of-use-assets
At November 30, 2024, approximately $93,000 (November 30, 2023 - $133,000) of ROU assets, consisting of the Company's head office premises in Vancouver, BC, and warehouse in Barstow, California are recorded as part of property and equipment (Note 8). The Company's lease pertaining to its warehouse in Barstow, California expired on January 31, 2024, and was extended for an additional 12 months, resulting in an addition of approximately $54,000 to ROU assets in January 2024. ROU assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying assets.
| Office | Warehouse | Total | |
|---|---|---|---|
| Right of use assets | |||
| Net book value of ROU assets at November 30, 2022 | $ 171,564 | $ 49,808 | $ 221,372 |
| Amortization charge for the year | (43,803) | (44,786) | (88,589) |
| Foreign exchange | - | (18) | (18) |
| Net book value of ROU assets at November 30, 2023 | 127,761 | 5,004 | 132,765 |
| Additions | - | 54,262 | 54,262 |
| Amortization charge for the year | (43,803) | (51,076) | (94,879) |
| Foreign exchange | - | 1,256 | 1,256 |
| Net book value of ROU assets at November 30, 2024 | $ 83,958 | $ 9,446 | $ 93,404 |
(b) Lease liabilities
The Company's leases comprise only fixed payments over the term of the lease. The Company's lease pertaining to its warehouse in Barstow, California expired on January 31, 2024, and was extended for an additional 12 months, resulting in an addition of approximately $54,262 to the Companies lease liability in January 2024. The Company recorded interest expense of $23,863 on lease liabilities for the year ended November 30, 2024 (November 30, 2023 - $28,586). During the year ended November 30, 2024, and 2023, the Company recorded
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
$Nil related to short-term leases.
| Year ended November 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Lease liability continuity | ||
| Balance at beginning of year | $ 155,679 | $ 243,348 |
| Non-cash changes | ||
| Additions | 54,262 | - |
| Accretion | 23,863 | 28,586 |
| Change in foreign exchange and other | 1,174 | 67 |
| Cash flows | ||
| Principal payments | (97,694) | (87,736) |
| Interest payments | (23,863) | (28,586) |
| Total lease liabilities, end of year | $ 113,421 | $ 155,679 |
The contractual maturities in respect of the Company's lease obligations are as follows:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Maturity analysis - contractual undiscounted cash flows | ||
| Less than one year | $ 71,585 | $ 70,459 |
| One to two years | 57,246 | 61,077 |
| Two to three years | - | 57,246 |
| Total undiscounted lease liabilities | 128,831 | 188,782 |
| Effect of discounting | (15,410) | (33,103) |
| Total lease liabilities | $ 113,421 | $ 155,679 |
| Current | $ 59,987 | $ 52,509 |
| Non-current | $ 53,434 | $ 103,170 |
10. SHARE CAPITAL AND RESERVES
(a) Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value. At November 30, 2024, the Company had 242,193,729 common shares issued and outstanding (November 30, 2023 – 174,460,395).
(b) Shares issued
A total of 67,733,334 common shares were issued during the year ended November 30, 2024.
(i) Private Placement
On October 3, 2024, the Company announced a $10 million non-brokered private placement, which was increased to $12 million on October 4, 2024, and again to $13.5 million on October 18, 2024, resulting in the Company offering up to 67,500,000 common shares of the Company at a price of $0.20 per share, for aggregate gross proceeds of up to $13,500,000 (the "Private Placement"). The Company announced on November 11, 2024, that it had closed the Private Placement fully subscribed on November 8, 2024. Total share issue costs relating to the Private Placement were $412,604, of which $16,954 remained unpaid as of November 30, 2024.
(ii) Exercise of stock options
A total of 233,334 common shares were issued in during the year ended November 30, 2024, after 233,334 stock options were exercised at a price of $0.125 per share. Total proceeds of $29,167 were received by the Company in exchange for the common shares issued (Note 10(d)).
(iii) Prior year
No common shares were issued during the year ended November 30, 2023.
21 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
(c) Share purchase warrants
During the year ended November 30, 2024, there were no share purchase warrants issued, exercised, or expired.
During the year ended November 30, 2023, there were no share purchase warrants issued or exercised. A total of 4,948,138 warrants, which were classified as financial liabilities, bearing an exercise price of US$0.20, expired unexercised on April 9, 2023.
Warrants transactions are summarized as follows:
| Number of warrants | Weighted average exercise price | |
|---|---|---|
| Outstanding, November 30, 2022 | 40,214,805 | 1.13 |
| Expiration of warrants classified as financial liabilities | (4,948,138) | 0.27 |
| Outstanding, November 30, 2023 and November 30, 2024 | 35,266,667 | $ 0.79 |
Details of the warrants outstanding as at November 30, 2024, are as follows:
| Expiry Date | Note | Number of warrants outstanding | Weighted average exercise price ($ per warrant) as at November 30, 2024 | Weighted average remaining contractual life (years) as at November 30, 2024 |
|---|---|---|---|---|
| July 8, 2026 | 10(c)(i) | 35,266,667 | $ 0.79 | 1.60 |
| Total warrants outstanding | 35,266,667 | $ 0.79 | 1.60 |
(i) On July 4, 2023, the Company held its special meeting of warrant holders to approve proposed amendments to the terms of the warrants expiring on July 8, 2023, by extraordinary resolution. Pursuant to the approved amendments, the expiration date of these warrants was extended three additional years to July 8, 2026, and the exercise price for the remaining term was set at $0.79.
(d) Share-based payments
The Company has a stock option plan (the "Option Plan") under which it is authorized to grant share purchase options to executive officers and directors, employees and consultants of the Company. The aggregate number of securities reserved for issuance will be not more than 10% of the issued and outstanding common stock of the Company. Under the Option Plan, the exercise price of each option will be set by the Board of Directors and cannot be less than the discounted market price, which is equal to the market price of the Company's stock at the time of the grant, less the applicable discount permitted by the TSX-V. The options can be granted for a maximum term of 5 years with vesting determined by the Board of Directors.
On January 30, 2024, at the Annual General and Special Meeting of shareholders, the shareholders approved a new Omnibus Incentive Plan the "New Option Plan", which replaced the Option Plan. The New Option Plan is a ten (10%) percent rolling plan with similar terms to the Option Plan, allowing the Board to grant stock options, as well as restricted share units ("RSUs") and deferred share units ("DSUs").
Share-based payments expense for the year ended November 30, 2024, is approximately $41,000 (November 30, 2023 - $160,000), and has been allocated between administrative expenses (Note 12) and exploration and evaluation expenses (Note 11) in the consolidated statements of loss and comprehensive loss.
22 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
The following is a summary of share purchase option activity for the year ended November 30, 2024 and 2023:
| Year ended November 30, 2024 | Year ended November 30, 2023 | |||
|---|---|---|---|---|
| Number of stock options | Weighted average exercise price ($ per share) | Number of stock options | Weighted average exercise price ($ per share) | |
| Outstanding, beginning of year | 11,016,667 | $ 0.50 | 11,600,000 | $ 0.48 |
| Exercised | (233,334) | 0.125 | - | - |
| Forfeited/cancelled | (3,383,333) | 0.60 | (583,333) | 0.23 |
| Outstanding, end of year | 7,400,000 | $ 0.46 | 11,016,667 | $ 0.50 |
| Exercisable, end of year | 7,400,000 | $ 0.46 | 9,933,442 | $ 0.54 |
The following is a summary of share purchase options outstanding as at November 30, 2024:
| Options outstanding | Options exercisable | |||
|---|---|---|---|---|
| Exercise price ($ per share) | Number of stock options | Weighted average remaining contractual life (years) | Number of stock options | Weighted average remaining contractual life (years) |
| $0.125 | 3,000,000 | 2.62 | 3,000,000 | 2.62 |
| $0.33 | 1,100,000 | 0.42 | 1,100,000 | 0.42 |
| $0.59 | 300,000 | 2.32 | 300,000 | 2.32 |
| $0.71 | 600,000 | 1.94 | 600,000 | 1.94 |
| $0.82 | 250,000 | 1.82 | 250,000 | 1.82 |
| $0.86 | 2,150,000 | 1.43 | 2,150,000 | 1.43 |
| 7,400,000 | 1.85 | 7,400,000 | 1.85 |
On December 16, 2024, a total of 133,333 stock options were forfeited with an exercise price of $0.125.
On December 18, 2024, the Company granted a total of 8,200,000 stock options to directors, officers, employees and consultants of the Company. The newly granted options have a term of five (5) years and are exercisable at a price of $0.205 per common share and will vest over a 24-month period, with one third (1/3rd) of the new granted options vesting on the grant date, a further one-third (1/3rd) vesting after twelve (12) months, and the balance after 24 months.
On February 24, 2025, the Company announced that it had granted 300,000 stock options to one of its directors. The newly granted options have a term of five (5) years and are exercisable at a price of $0.255 per common share and will vest over a 24-month period, with one third (1/3rd) of the new granted options vesting on the grant date, a further one-third (1/3rd) vesting after twelve (12) months, and the balance after 24 months.
(e) Fair value adjustment on warrant liability
The fair value adjustment on warrant liability of $119,934 in the year ended November 30, 2023, relates to the Company's warrant liability, which had a value of $Nil upon expiry on April 9, 2023. The warrant liability originally arose as the Company assumed 5,010,638 share purchase warrants bearing an exercise price denominated in US dollars, as part of the transaction that it acquired its wholly-owned subsidiary, Stronghold Silver USA, in July 2021 (the "Stronghold Warrants"). Upon closing the transaction, the Stronghold Warrants became exercisable into common shares of Apollo. As the denominated currency of the Stronghold Warrants exercise price was different from the Canadian dollar functional currency of Apollo, the Company recognized a derivative liability for these warrants at fair value on the date of issuance, which is then re-measured at each subsequent reporting date using the Black-Scholes option-pricing model. On April 9, 2023, the Stronghold Warrants expired unexercised, and the Company recorded a realized gain of $119,934.
23 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
11. EXPLORATION AND EVALUATION EXPENSES
Exploration and evaluation expenses are summarized as follows:
| Calico Silver Project (Note 11(a)) | Cinco de Mayo Project (Note 11(b)) | Other | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | |
| Salaries and benefits | $ 224,023 | $ 512,790 | $ 23,315 | $ - | $ - | $ 124,821 | $ 247,338 | $ 637,611 |
| Share-based payments | - | - | - | - | 5,647 | 57,405 | 5,647 | 57,405 |
| Drilling | - | 26,936 | - | - | - | - | - | 26,936 |
| Lab, assay & metallurgy | 32,609 | 366,270 | - | - | - | - | 32,609 | 366,270 |
| Permits, fees, licences and taxes | 348,248 | 483,421 | 150,622 | - | - | 32,765 | 498,870 | 516,186 |
| Acquisition costs and option payments | 168,150 | 168,750 | 364,468 | - | - | - | 532,618 | 168,750 |
| Exploration & geology | - | 14,690 | 19,268 | - | - | - | 19,268 | 14,690 |
| Resource development and technical reports | 41,662 | 209,706 | 49,767 | - | - | - | 91,429 | 209,706 |
| Community | 11,923 | 54,508 | - | - | - | - | 11,923 | 54,508 |
| Professional, regulatory and compliance costs | 1,363 | 3,350 | 2,608 | - | - | - | 3,971 | 3,350 |
| General and administrative operational costs | 56,815 | 57,046 | 45,480 | - | - | - | 102,295 | 57,046 |
| Project evaluation | - | - | - | - | - | 64,045 | - | 64,045 |
| Travel | - | - | 964 | - | - | - | 964 | - |
| Other | 27,762 | 50,795 | - | - | - | 997 | 27,762 | 51,792 |
| Total exploration and evaluation expenses | $ 912,555 | $ 1,948,262 | $ 656,492 | $ - | $ 5,647 | $ 280,033 | $ 1,574,694 | $ 2,228,295 |
(a) Calico Silver Project, California, USA
The Calico Project, comprised of the adjacent Waterloo Property and Langtry Property, is located in the Calico Silver Mining District in the Mojave Desert of San Bernardino County, California, USA. The Calico Project is situated approximately 15 km (9 miles) from the City of Barstow, approximately halfway between Los Angeles and Las Vegas, Nevada, along the I-15 interstate highway.
(i) The Waterloo Property
The Waterloo Property comprises 27 fee simple land parcels (1,350 acres) and 21 unpatented claims (19 lode mining claims, 2 mill site claims) (418 acres), totalling approximately 1,770 gross acres. Pan American Minerals Inc., a wholly-owned subsidiary of Pan American Silver Corp. retains a 2% Net Smelter Royalty on any future production of minerals from the Waterloo Property.
(ii) The Langtry Property
The Langtry Property comprises 20 patented claims (413 acres) and 38 unpatented lode mining claims (765 acres), totalling approximately 1,178 acres. 20 patented claims and two unpatented claims are under option between Stronghold USA and the Bruce and Elizabeth Strachan Revocable Living Trust dated 7-25-2007 ("Strachan"), while the remaining 36 unpatented claims are under option between Stronghold USA and Athena Minerals Inc. ("Athena"). Each agreement is subject to various royalties and encumbrances.
Strachan Agreement
Stronghold USA, the optionee, and Strachan, the optionor, entered into an Option to Purchase Agreement (the "Strachan Agreement") dated December 23, 2020, which gives Stronghold USA the right to acquire a 100% interest in 20 patented land claims and two unpatented lode mining claims forming a portion of the Langtry Property ("Strachan Lands") for the aggregate purchase price of the greater of: 1) US$5,200,000; or 2) the spot price of 220,000 troy ounces of silver, on or before December 24, 2025.
Under the terms of the Strachan Agreement, Stronghold USA is required to pay US$100,000 on each Strachan Agreement anniversary date to maintain the option in good standing. All payments made during the term of the option shall be applied to the purchase price. Upon full exercise of the option, Stronghold USA will grant to Strachan the following: 1) a 1% Net Smelter Royalty on any future production of silver from the Strachan Lands; 2) a 5% gross royalty on all other mineral production from the Strachan Lands; and 3) a 10% gross royalty on all other non-mineral production income derived from any other commercial use of the Strachan Lands.
24 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
As of November 30, 2024, a total of four non-refundable option payments of US$100,000 have been made under the Strachan Agreement, all of which will be credited against the final purchase price at the time of exercise. The fifth non-refundable payment of US$100,000 was made in December 2024.
Athena Agreement
Stronghold USA, the optionee, and Athena, the optionor, entered into an Option to Purchase Agreement (the “Athena Agreement”) dated December 21, 2020, and amended on January 11, 2023, which gives Stronghold USA the right to acquire 100% interest in 36 unpatented lode mining claims forming a portion of the Langtry Property (“Athena Lands”) for an aggregate purchase price of US$1,000,000 to be made on or before December 21, 2025.
Terms of the option included US$15,000 upon execution of the Athena Agreement (paid in December 2020, prior to Apollo acquiring Stronghold USA) and US$25,000 on each Athena Agreement anniversary date. All payments made by the optionee to the optionor during the 24-month period prior to the full exercise of the option shall be credited against the purchase price.
Upon vesting of 100% interest, Stronghold USA will grant to Athena a 1% Net Smelter Royalty on any future production of minerals from the Athena Lands. The royalty shall only apply on those Athena Lands that currently do not have existing royalties of 1% or higher such that at no time will any property have a royalty of greater than 2%.
As of November 30, 2024, the Company has made a total of three non-refundable option payments of $33,445 (US$25,000), $33,750 (US$25,000) and $32,113 (US$25,000), respectively, to Athena, under the terms of the Athena Agreement. A fourth non-refundable option payment of US $25,000 was made in December 2024.
(b) Cinco de Mayo Project, Chihuahua, Mexico
On September 23, 2024, the Company announced that it had entered into an exploration, earn-in and option agreement (the “Option Agreement”), dated effective September 20, 2024, with MAG Silver Corp. (“MAG”) (TSX:MAG) and its subsidiary, Minera Pozo Seco, S.A. de C.V. (“MPS”), pursuant to which the Company has the option (the “Transaction”) to acquire Cinco de Mayo.
Cinco de Mayo comprises 29 concessions totalling approximately 25,000 hectares and is located in the north central part of Chihuahua, Mexico approximately 190 kilometres (“km”) northwest of the state capital of Chihuahua City in the Municipio de Buenaventura. The Cinco de Mayo area is located immediately west of the village of Benito Juárez and for the purposes of exploration, benefits from excellent access via local dirt roads.
Pursuant to the terms of the Transaction, the Company has been granted an option (the “Option”) to acquire all of the outstanding share capital of 0890887 B.C. Ltd. (“NumberCo”), a wholly-owned subsidiary of MAG, which itself is the indirect controlling shareholder of MPS. MPS is the sole registered and beneficial owner of the mineral concessions comprising the Cinco de Mayo. In order to exercise the Option, the Company is required to obtain the necessary licensing to access and conduct mining activities at Cinco, and subsequently complete no less than 20,000 meters of exploratory drilling, all within a five-year period (the “Option Term”). Upon exercise of the Option, and subject to the final approval of the TSX-V, the Company will issue to MAG common shares (the “Consideration Shares”) equivalent to 19.9% of the then issued and outstanding common shares of the Company, on a non-diluted basis.
During the Option Term, the Company will control all exploration and development activities at Cinco de Mayo and will be responsible for all expenses associated with maintaining the Cinco de Mayo Project in good standing. Following exercise of the Option, MAG will be granted certain rights allowing it to participate in subsequent equity interests to maintain its percentage ownership interest in the Company. The Consideration Shares will be subject to a four-month statutory hold period in accordance with applicable securities laws.
The Company is at arms-length from MAG and MPS, and no finders’ fees or commissions are payable in connection with entering into the Option Agreement. In the event the option is exercised, and Cinco de Mayo is acquired by the Company, a finders’ fee equivalent to 3.5% of the value of the Consideration Shares is due and
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
owing to an arms-length third-party who assisted in facilitating the Transaction. The finders' fee is payable in cash or common shares of the Company, or any combination, at the discretion of the Company, and subject to the approval of the TSX-V. In the event any portion of the finders' fee is payable in common shares of the Company, the shares will be issuable at an equivalent deemed price to the Consideration Shares.
The Company has assessed the nature of the Option Agreement, and concluded that it is not a financial instrument under IFRS 9, and thus, all costs relating to the Option Agreement and the underlying Cinco de Mayo asset should be treated as exploration and evaluation expenditures, accounted for under IFRS 6. As the Company's accounting policy for IFRS 6 is to expense all exploration and evaluation expenditures, including acquisition costs and option payments, and not capitalize any costs until such time it has been determined that the associated mineral property has economically viable reserves and the decision to proceed with development has been approved, costs incurred in relation to establishing and closing the Option Agreement have been recorded as acquisition costs within exploration and evaluation expenditures and were approximately $364,000. Acquisition costs include all legal, finance and geological due diligence costs, as well as reimbursement of property maintenance related costs for the period prior to entering into the Option Agreement.
Under the Option Agreement, the Company has agreed to reimburse MAG for property maintenance related costs, including bi-annual concession payments for a minimum of two years from the effective date. The underlying costs are expected to be incurred in Mexican pesos, and the Company has estimated the value of the commitments as follows for the years ended November 30, 2025, and 2026, respectively:
| Less than one year | $ 1,000,000 |
|---|---|
| Between one and two years | 840,000 |
| $ 1,840,000 |
(c) Arizona Silver District Project, Arizona, USA
The AZ Silver District Project was a district-scale property position located in the heart of the historic Silver Mining District in La Paz County, southwestern Arizona. The AZ Silver District Project comprised three patented claims, 85 unpatented lode mining claims, 23 unpatented mill and a state exploration lease, totalling over 2,000 acres.
Stronghold USA, the optionee, and Gulf, the optionor, entered into an Option to Purchase Agreement dated January 22, 2021 (the "AZ Silver District Option Agreement"), which gave Stronghold USA the right to acquire a 100% interest in mineral claims and leased lands forming the AZ Silver District Project for an aggregate purchase price of US$1,970,000 to be made in a series of payments originally due on or before January 22, 2026.
On November 16, 2022, the Company announced that it had re-negotiated the terms of the AZ Silver District Option Agreement, resulting in all future option payment obligations from that date being deferred by 12 months.
On January 16, 2024, the Company announced that it had terminated the AZ Silver District Option Agreement, after issuing notice to Gulf on December 15, 2023, that it would be terminating the option agreement and that no outstanding obligations remained. The termination was effective January 15, 2024, and the Company no longer holds the option to earn up to 100% interest in the AZ Silver District Project.
At the time of terminating the AZ Silver District Option Agreement, an aggregate of US$850,000 in cash and US$850,000 in common shares of Apollo remained outstanding and were to be paid in a series of payments ending January 22, 2027.
Additional bonus payments, which are no longer applicable due to the termination of the AZ Silver District Option Agreement on January 15, 2024, were previously required to be made by Apollo in the following events:
(i) US$250,000 plus US$250,000 in common shares of Apollo in the event the property becomes the flagship property of the company on or before January 22, 2024;
(ii) US$250,000 plus US$250,000 in common shares of Apollo in the event Apollo declares a NI 43-101 compliant resource of at least 30 million ounces of silver on or before January 22, 2024;
(iii) US$3,000,000 in the event that the price of silver exceeds US$125/ounce for ninety days on or before
26 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
January 22, 2026.
Upon vesting of the 100% interest, Apollo was to grant to Gulf a 2% Net Smelter Royalty on any future production of minerals from the AZ Silver District Project.
12. ADMINISTRATIVE EXPENSES
| Year ended November 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Salaries and benefits | $ 586,583 | $ 767,470 |
| Directors fees | 207,636 | 280,651 |
| Share-based payments | 34,980 | 103,001 |
| Office and administration | 88,672 | 106,094 |
| Investor relations and marketing | 235,345 | 271,699 |
| Professional fees | 20,127 | 42,900 |
| Transfer agent and filing fees | 43,425 | 59,883 |
| Insurance | 37,893 | 178,510 |
| Accounting, audit and tax compliance | 74,005 | 81,213 |
| Business development | 27,242 | 182,047 |
| Travel | 6,968 | 1,420 |
| Other | 2,974 | 8,006 |
| Total administrative expenses | $ 1,365,850 | $ 2,082,894 |
13. RELATED PARTY TRANSACTIONS
Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. During the year ended November 30, 2024, and 2023, the Company did not have any transactions with related parties, other than payments made to its key management personnel as disclosed below.
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of the Company's officers and members of the Company's Board of Directors. The remuneration of directors and key management personnel during the year ended November 30, 2024, and 2023, were as follows:
| Year ended November 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Salaries, benefits and consulting fees (i) | $ 610,218 | $ 849,009 |
| Director fees | 199,092 | 280,651 |
| Share-based payments (ii) | 39,445 | 114,162 |
| Total key management compensation | $ 848,755 | $ 1,243,822 |
(i) Approximately $72,000 of salaries, benefits and consulting fees are allocated to exploration and evaluation expenses for the year ended November 30, 2024 (November 30, 2023 - $177,000).
(ii) Share-based payments represent the fair value of the stock-options granted to key management personnel that were recognized in the consolidated statements of loss and comprehensive loss in the years ended November 30, 2024, and 2023.
At November 30, 2024, approximately $24,000 (November 30, 2023 - $112,500) was owed to directors and officers of the Company for expense related reimbursements.
27 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
14. SEGMENTED INFORMATION
The Company currently operates in three geographically based industry segments: Canada, the United States, and Mexico. The Company's head office is in Vancouver, Canada. The reported loss from operations for the years ended November 30, 2024, and 2023, respectively in each segment is as follows:
| USA | Canada | Mexico | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | Year ended November 30, 2024 | 2023 | |
| E&E expenses | $ 912,555 | $ 2,170,890 | $ 5,647 | $ 57,405 | $ 656,492 | $ - | $ 1,574,694 | $ 2,228,295 |
| Administrative expenses | 21,038 | 61,348 | 1,344,812 | 2,021,546 | - | - | 1,365,850 | 2,082,894 |
| Depreciation | 81,234 | 80,762 | 57,998 | 58,222 | - | - | 139,232 | 138,984 |
| Loss from operations | $ 1,014,827 | $ 2,313,000 | $ 1,408,457 | $ 2,137,173 | $ 656,492 | $ - | $ 3,079,776 | $ 4,450,173 |
The Company's non-current assets at November 30, 2024, and 2023, were located in Canada, the United States, and Mexico, as follows:
| USA | Canada | Mexico | Total | |||||
|---|---|---|---|---|---|---|---|---|
| November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | November 30, 2024 | November 30, 2023 | |
| Property and equipment | $ 73,099 | $ 96,759 | $ 113,449 | $ 169,704 | $ - | $ - | $ 186,548 | $ 266,463 |
| Non-current assets | $ 73,099 | $ 96,759 | $ 113,449 | $ 169,704 | $ - | $ - | $ 186,548 | $ 266,463 |
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value on a recurring basis, whether changes in fair value are recognized at fair value through profit or loss or fair value through other comprehensive income.
The Company's financial assets and financial liabilities are classified as follows:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Financial assets | ||
| Cash and cash equivalents | $ 13,684,047 | $ 3,563,823 |
| Receivables | - | 5,135 |
| Deposits | 35,213 | 11,259 |
| Total financial assets | $ 13,719,260 | $ 3,580,217 |
| Financial liabilities | ||
| Accounts payable and accrued liabilities | $ 290,901 | $ 209,861 |
| Lease liabilities | 113,421 | $ 155,679 |
| Total financial liabilities | $ 404,322 | $ 365,540 |
IFRS 7, Financial Instruments: Disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
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).
Cash and cash equivalents, receivables, deposits, accounts payable and accrued liabilities and lease liabilities approximate their fair value because of the short-term nature of these instruments.
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions
28 | Page
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
can significantly affect estimated fair values.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and market risk, and the impact on the Company’s financial instruments are summarized below:
a) Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-quality financial institutions as determined by a primary ratings agency. Receivables consist of a GST receivable for input tax credits from the Government of Canada. The Company has been successful in recovering input tax credits and receivables from the Government of Canada in the past and believes credit risk with respect to receivables is insignificant.
b) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash to meet its financial obligations as they come due. The Company’s approach to managing liquidity risk is to forecast its cash flows required for its planned operating, investing and financing activities so that it will have sufficient liquidity to meet liabilities when due. On November 11, 2024, the Company announced that it had closed its $13.5 million non-brokered private placement, resulting in the Company issuing 67,500,000 common shares of the Company at a price of $0.20 per share. At November 30, 2024, the Company had a cash balance of approximately $13.68 million (November 30, 2023 - $3.56 million) to settle current liabilities of approximately $351,000 (November 30, 2023 - $262,000). All the Company’s accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms, other than amounts due to related parties which are without stated terms of interest or repayment. The Company believes that its current cash is sufficient to settle its near-term obligations including general corporate activities and planned exploration expenditures, based on its cash position, its ability to modify planned activities or exploration programs and ability to pursue additional sources of financing, including further equity placements. Moving forward, the Company will continue forecasting its cash flows to maintain liquidity and investigate opportunities to obtain further financing through transactions such as equity placements, debt or joint venture arrangements, if necessary.
c) Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have a practice of trading derivatives.
(i) Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its bank deposits, which is insignificant due to their short-term nature. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by highly-rated financial institutions. The Company monitors the investments it makes and is satisfied with the credit ratings of its banks. As at November 30, 2024, the Company held approximately $13.22 million of its cash and cash equivalents in investment-grade short-term deposit certificates.
(ii) Foreign currency risk
The Company reports its financial results in Canadian dollars but also undertakes transactions denominated in US dollars and Mexican pesos. As the exchange rates between the Canadian dollar, US dollar and Mexican peso fluctuates, the Company experiences foreign exchange gains and losses. The Company has cash and cash equivalents, and accounts payable and accrued liabilities denominated in US dollars, and accounts payable and accrued liabilities denominated in Mexico, all of which are subject to currency risk.
29 | P a g e
APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
The carrying amounts of the Company’s foreign currency-denominated monetary assets and liabilities at the respective statement of financial position dates are as follows:
| November 30, 2024 | November 30, 2023 | |||
|---|---|---|---|---|
| Mexican Peso | US Dollar | Mexican Peso | US Dollar | |
| Cash and cash equivalents | $ - | $ 478,281 | $ - | $ 1,070,759 |
| Accounts payable and accrued liabilities | (3,571) | (10,077) | - | - |
| $ (3,571) | $ 468,204 | $ - | $ 1,070,759 |
At November 30, 2024, a 10% depreciation or appreciation of the Canadian dollar against the above-mentioned foreign currencies would result in an approximate $47,000 decrease or increase in the Company’s net loss (November 30, 2023 - $107,000).
The Company does not enter into any financial instruments to hedge currency risk, but the Company monitors its foreign exchange exposure and considers its exposure to foreign currency risk to be minimal as at November 30, 2024.
(iii) Price risk
The mining industry is heavily dependent upon the market price of the metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for their sale. There can be no assurance that mineral prices will be such that the Company’s properties can be mined at a profit. Factors beyond control of the Company may affect the marketability of any minerals discovered. The price of silver has experienced volatile and significant price movements over short periods of time and is affected by numerous factors beyond the Company’s control. The Company’s profitability and ability to raise capital to fund exploration, evaluation and production activities is subject to risks associated with fluctuations in mineral prices. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
- SUPPLEMENTAL CASH FLOW INFORMATION
During the year ended November 30, 2024, the Company recognized right-of-use-assets of $54,262 (November 30, 2023 - $Nil) and corresponding lease liabilities under IFRS 16, which were non-cash transactions and excluded from the statement of cash flows.
During the year ended November 30, 2024, the Company paid income tax of $Nil (November 30, 2023 - $Nil).
- CAPITAL MANAGEMENT
The Company’s primary objectives in capital management are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain sufficient funds to finance the acquisition and exploration of its exploration and evaluation assets. Capital is comprised of the Company’s shareholders’ equity. The Company manages its capital structure to maximize its financial flexibility by making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.
The properties in which the Company currently has an interest are in the exploration stage and do not currently generate revenue; as such, the Company is dependent on external financing to fund its activities. The Company will spend its existing working capital and seek to raise additional amounts as needed by way of equity financing or debt to carry out its planned corporate development, general administrative costs and exploration and development programs. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
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APOLLO SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended November 30, 2024 and 2023
(Stated in Canadian Dollars, unless otherwise noted)
18. INCOME TAXES
A reconciliation of income taxes computed at Canadian statutory rates to the reported income taxes is provided as follows:
| November 30, 2024 | November 30, 2023 | |||
|---|---|---|---|---|
| Loss for the year | $ | (2,993,870) | $ | (4,145,914) |
| Statutory tax rate | 27% | 27% | ||
| Expected income tax (recovery) | $ | (808,000) | $ | (1,119,000) |
| Change in statutory, foreign tax, foreign exchange rates and other | (131,000) | (29,000) | ||
| Permanent differences | 219,000 | 6,000 | ||
| Impact of acquisition | - | - | ||
| Share issue cost | (111,000) | - | ||
| Adjustment to prior year estimate | (641,000) | 647,000 | ||
| Change in unrecognized deductible temporary differences | 1,472,000 | 495,000 | ||
| Total income tax expense (recovery) | $ | - | $ | - |
The significant components of the Company's deferred tax assets and liabilities are as follows:
| November 30, 2024 | November 30, 2023 | |||
|---|---|---|---|---|
| Deferred tax assets (liabilities) | ||||
| Property and equipment | $ | (5,000) | $ | (23,000) |
| Lease liability | 5,000 | 23,000 | ||
| Net deferred tax liability | $ | - | $ | - |
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:
| November 30, 2024 | November 30, 2023 | |||
|---|---|---|---|---|
| Balance | Expiry Date Range | Balance | Expiry Date Range | |
| Temporary Differences | ||||
| Exploration and evaluation assets | $ 15,318,000 | No expiry date | $ 12,147,000 | No expiry date |
| Investment tax credit | 118,000 | 2030 to 2033 | 118,000 | 2030 to 2033 |
| Share issue costs | 1,026,000 | 2045 to 2048 | 1,468,000 | 2044 to 2046 |
| Lease liability | 83,000 | No expiry date | 61,000 | No expiry date |
| Allowable capital losses | 2,254,000 | No expiry date | 2,254,000 | No expiry date |
| Non-capital losses available for future periods | 15,315,000 | See below | 13,150,000 | See below |
| Canada | 14,986,000 | 2026 to 2044 | 12,872,000 | 2026 to 2043 |
| USA | 329,000 | No expiry date | 278,000 | No expiry date |
Tax attributes are subject to review, and potential adjustment, by tax authorities.